As filed with the Securities and Exchange Commission on May 27, 1999
                                                          Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                      GLENBOROUGH REALTY TRUST INCORPORATED
      (Exact Name of Registrant as Specified in Its Governing Instruments)

                Maryland                              94-3211970
        (State or Other Jurisdiction               (I.R.S. Employer
   of Incorporation or Organization)              Identification Number)

                      400 South El Camino Real, 11th Floor
                           San Mateo, California 94402
                                 (650) 343-9300
          (Address, Including Zip Code, and Telephone Number,
      Including Area Code, of Registrar's Principal Executive Offices)

               Options granted pursuant to agreements made between
       Glenborough Realty Trust Incorporated and certain of its employees
                              (Full Title of Plan)

                               Frank Austin, Esq.
          Senior Vice President, Glenborough Realty Trust Incorporated
                      400 South El Camino Real, 11th Floor
                           San Mateo, California 94402
                                 (650) 343-9300
             Name, Address, Including Zip Code, and Telephone Number,
                 Including Area Code, of Agent for Service)

                                   Copies to:

                            Stephen J. Schrader, Esq.
                             Justin L. Bastian, Esq.
                             Morrison & Foerster LLP
                               755 Page Mill Road
                           Palo Alto, California 94304
                                 (650) 813-5600

<TABLE>
<CAPTION>

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

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
  Title of Shares to be       Amount to be             Proposed Maximum            Proposed Maximum       Amount of Registration
         Registered            Registered (1)       Aggregate Price Per Share    Aggregate Offering Price             Fee
------------------------- ------------------------- --------------------------- --------------------------- -----------------------
<S>                           <C>                         <C>                         <C>                          <C>

Common Stock, $.001
  par value ..............    1,000,000 shares            $18.40625 (2)               $18,406,250(2)               $5,429.84
------------------------- ------------------------- --------------------------- --------------------------- -----------------------
</TABLE>

(1)      Plus such  indeterminate  number  of shares as may be issued  resulting
         from  stock  splits,   stock  dividends  or  similar   transactions  in
         accordance with Rule 416 under the Securities Act of 1933.

(2)      Estimated solely for the purpose of calculating the registration fee in
         accordance  with Rule 457(c)  based on the average of the high and low
         reported sales prices on the New York Stock Exchange on May 25, 1999.
===============================================================================



<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The documents  containing  the  information  specified in Part 1 of Form S-8
(plan   information   and  registrant   information  and  employee  plan  annual
information)  will be sent or given to employees as specified by Securities  and
Exchange  Commission Rule  428(b)(1).  Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as  prospectuses  or  prospectus  supplements  pursuant  to Rule  424.  These
documents  and the  documents  incorporated  by reference  in this  Registration
Statement  pursuant  to Item 3 of Form S-8  (Part II  hereof),  taken  together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act of 1933.



                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation Of Certain Documents By Reference

    The Commission  allows us to  "incorporate  by reference" the information we
file with the Commission, which means that we can disclose important information
to  you by  referring  to  those  documents.  The  information  incorporated  by
reference is an important part of this prospectus.  Any statement contained in a
document which is incorporated by reference in this prospectus is  automatically
updated  and  superseded  if  information  contained  in  this  prospectus,   or
information  that we later file with the  Commission,  modifies or replaces that
information.

    The documents listed below have been filed by us under the Exchange Act with
the Commission and are incorporated herein by reference:

    a.  Our Annual Report on Form 10-K for the year ended December 31, 1998;

    b.  Our Quarterly Report on Form 10-Q for the quarterly period ended March
          31, 1999;

    c.  Our Current Reports on Form 8-K filed with the Commission on January 27,
        1999 and April 23, 1999;

    d.  The description of our Common Stock, par value $0.001 per share,
        contained in our Registration Statement on Form 8-A (File No. 1-14162).


    In addition,  we incorporate by reference all documents filed by us with the
Commission  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the  Securities
Exchange Act of 1934 after the date of this prospectus.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.


                                      II-1


<PAGE>


Item 6.  Indemnification of Directors and Officers

    The Maryland GCL 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 (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 Charter  contains  such a provision  which limits such
liability to the maximum extent permitted by the Maryland GCL.

    The  Charter  authorizes  the Company to obligate  itself to  indemnify  its
present and former  officers and  directors  and to pay or reimburse  reasonable
expenses  for  those  individuals  in  advance  of the  final  disposition  of a
proceeding  to the  maximum  extent  permitted  from time to time by the laws of
Maryland.  The Bylaws of the  Company  obligate  it to  indemnify,  and  advance
expenses to present,  former and proposed  directors and officers to the maximum
extent  permitted by Maryland  law. The  Maryland GCL 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 (a) the act or omission of the director or officer was material
to the matter giving rise to the  proceeding  and (i) was committed in bad faith
or (ii) was the result of active and deliberate dishonesty,  (b) the director or
officer actually  received an improper  personal  benefit in money,  property or
services, or (c) in the case of any criminal proceeding, the director or officer
had a  reasonable  cause to  believe  that  the act or  omission  was  unlawful.
However, a corporation may not indemnify for an adverse judgment in a suit by or
in the right of the  corporation.  In  addition,  the  Maryland GCL requires the
Company,  as  conditions  to  advancing  expenses,   to  obtain  (i)  a  written
affirmation by the director or officer of his good-faith  belief that he has met
the  standard  of  conduct  necessary  for  indemnification  by the  Company  as
authorized by the  applicable  Bylaws and (ii) a written  statement by him 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 Bylaws of
the Company  also permit the Company to provide  indemnification  and to advance
expenses to a present or former  director or officer who served a predecessor of
the Company in that capacity,  and to any employee or agent of the Company, or a
predecessor  of the Company.  Finally,  the Maryland GCL requires a  corporation
(unless its charter provides otherwise, which the Company's 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 service in that capacity.

    The Company has entered  into  indemnification  agreements  with each of its
directors and  executive  officers to provide them with  indemnification  to the
full extent permitted by the Charter and Bylaws of Company.

    The Company has obtained an insurance policy to provide  liability  coverage
for directors and officers of Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits

         The exhibits set forth in the Exhibit Index herein are  incorporated by
reference into this Item 8.

Item 9.  Undertakings

    The undersigned Registrant hereby undertakes:


                                      II-2

<PAGE>

    (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;

        (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 this
     registration statement; and

        (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  subparagraphs  (i)  and  (ii)  do  not  apply  if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in the 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 this registration statement.

    (2) That, for the purpose of determining  any liability under the Securities
Act of 1933,  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 these  securities  being registered which remain unsold at the termination of
the offering.

    The undersigned  Registrant hereby further undertakes that, for the purposes
of determining  any liability  under the Securities Act of 1933,  each filing of
the  Registrant's  annual reports  pursuant to Section 13(a) or Section 15(d) of
the Securities  Exchange Act of 1934 (and,  when  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  to this
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.

    Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant  pursuant  to  the  provisions   described  under  Item  15  of  this
registration statement, or otherwise (other than insurance),  the Registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in such Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant 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 Registrant 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 such Act and will be governed by the final  adjudication
of such issue.


                                      II-3
<PAGE>


                                   SIGNATURES

    Pursuant to the  requirements of the Securities  Act, the Company  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused  this  registration  statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of San Mateo, State of California on May 27, 1999.

                                        GLENBOROUGH REALTY TRUST
                                        INCORPORATED

                                        By: /s/ Robert Batinovich
                                        ---------------------
                                        Robert Batinovich, Chairman and
                                        Chief Executive Officer

                            POWER OF ATTORNEY

    The undersigned hereby  constitutes and appoints Robert  Batinovich,  Andrew
Batinovich,  Stephen  Saul and  Frank  E.  Austin  as  his/her  true and  lawful
attorneys-in-fact  and  agents,  jointly  and  severally,  with  full  power  of
substitution  and  resubstitution,  for  and in  his/her  stead,  in any and all
capacities, to sign on his/her behalf the Registration Statement on Form S-8 and
to execute any  amendments  thereto  (including  post-effective  amendments)  or
certificates   that  may  be  required  in  connection  with  this  Registration
Statement,  and to file the  same,  with all  exhibits  thereto,  and all  other
documents in connection  therewith,  with the Securities and Exchange Commission
and granting unto said attorneys-in-fact and agents, jointly and severally,  the
full  power  and  authority  to do and  perform  each and  every  act and  thing
necessary  or  advisable to all intents and purposes as he/she might or could do
in person,  hereby ratifying and confirming all that said  attorneys-in-fact and
agents,  jointly  and  severally,  or his/her  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
<S>                                    <C>                                                      <C>

       Signature                       Title                                                    Date

       /s/ Robert Batinovich           Chairman and Chief Executive Officer                     May 27, 1999
       ---------------------
          Robert Batinovich

       /s/ Andrew Batinovich           Director, President and Chief Operating Officer          May 27, 1999
       ---------------------
         Andrew Batinovich

       /s/ Stephen Saul                Executive Vice President and Chief Financial Officer     May 27, 1999
       ----------------
          Stephen Saul

       /s/ Terri Garnick               Senior Vice President and Chief Accounting Officer       May 27, 1999
       -----------------
          Terri Garnick

       /s/ Richard C. Blum             Director                                                 May 27, 1999
       -------------------
          Richard C. Blum

       /s/ Patrick Foley               Director                                                 May 27, 1999
       -----------------
       Patrick Foley

       /s/ Richard A. Magnuson         Director                                                 May 27, 1999
       -----------------------
          Richard A Magnuson

       /s/ Laura Wallace               Director                                                 May 27, 1999
       -----------------
          Laura Wallace
</TABLE>

                                      II-4
<PAGE>



                                  EXHIBIT INDEX


    Exhibit
    Number                           Description
---------------  --------------------------------------------------------
      5.1        Opinion of Morrison & Foerster LLP

      23.1       Consent of Arthur Andersen LLP, independent public
                 accountants

      23.2       Consent of Morrison & Foerster LLP (included in Exhibit 5.1)

      24.1       Power of Attorney (included on signature page hereto)



<PAGE>


                                                                Exhibit 5.1
May 27, 1999



Glenborough Realty Trust Incorporated
400 South El Camino Real, Suite 1100
San Mateo, CA 94402-1708

Ladies and Gentlemen:

    At your request, we have examined the Registration  Statement on Form S-8 to
be filed by Glenborough Realty Trust Incorporated,  a Maryland  corporation (the
"Company") with the Securities and Exchange Commission (the "SEC") in connection
with the  registration  under the  Securities  Act of 1933,  as  amended,  of an
aggregate of 1,000,000  shares of the Company's  Common  Stock,  $.001 par value
(the  "Stock")  which  will be  issuable  pursuant  to the grant  (the  "Grant")
approved by the Company's shareholders at the Company's 1999 Annual Shareholders
Meeting.

    In our capacity as your counsel in connection with such registration, we are
familiar with the  proceedings  taken by you in connection  with the adoption of
the Grant and the  authorization  of the  issuance of the shares of Common Stock
described  above  (the  "Plan  Shares")  and such  documents  as we have  deemed
necessary or appropriate for purposes of this opinion.

    Based upon and subject to the  foregoing,  it is our  opinion  that the Plan
Shares,  when issued and outstanding  pursuant to the terms of the Plan, will be
legally issued, fully paid, and nonassessable.

    We  consent to the use of this  opinion  as an  exhibit to the  Registration
Statement.

                                             Very truly yours,



                                             /s/Morrison & Foerster LLP



<PAGE>

                                                            Exhibit 23.1



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

         As   independent   public   accountants,   we  hereby  consent  to  the
incorporation  by reference in this  registration  statement of our report dated
March 15, 1999 on the consolidated  financial  statements of Glenborough  Realty
Trust  Incorporated  included  in the  Form  10-K of  Glenborough  Realty  Trust
Incorporated  for the year ended  December 31, 1998 and to all references to our
Firm included in this registration statement.




                                                 /s/ ARTHUR ANDERSEN LLP

San Francisco, California
May 27, 1999
[{"type": "S-8", "sequence": "1", "description": "MEGAGRANTS", "secsgml_size_bytes": 20826}]
{"company-data": {"conformed-name": "GLENBOROUGH REALTY TRUST INC", "cik": "0000929454", "assigned-sic": "6500", "irs-number": "943211970", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79401", "film-number": "99635813"}, "business-address": {"street1": "400 SOUTH EL CAMINO REAL", "street2": "STE 1100", "city": "SAN MATEO", "state": "CA", "zip": "94402", "phone": "6503439300"}, "mail-address": {"street1": "400 SOUT EL CAMINO REAL", "street2": "11TH FL", "city": "SAN MATEO", "state": "CA", "zip": "94402"}}
As filed with the Securities and Exchange Commission on May 27, 1999
                                                          Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                      GLENBOROUGH REALTY TRUST INCORPORATED
      (Exact Name of Registrant as Specified in Its Governing Instruments)

                Maryland                              94-3211970
        (State or Other Jurisdiction               (I.R.S. Employer
   of Incorporation or Organization)              Identification Number)

                      400 South El Camino Real, 11th Floor
                           San Mateo, California 94402
                                 (650) 343-9300
          (Address, Including Zip Code, and Telephone Number,
      Including Area Code, of Registrar's Principal Executive Offices)

               Options granted pursuant to agreements made between
       Glenborough Realty Trust Incorporated and certain of its employees
                              (Full Title of Plan)

                               Frank Austin, Esq.
          Senior Vice President, Glenborough Realty Trust Incorporated
                      400 South El Camino Real, 11th Floor
                           San Mateo, California 94402
                                 (650) 343-9300
             Name, Address, Including Zip Code, and Telephone Number,
                 Including Area Code, of Agent for Service)

                                   Copies to:

                            Stephen J. Schrader, Esq.
                             Justin L. Bastian, Esq.
                             Morrison & Foerster LLP
                               755 Page Mill Road
                           Palo Alto, California 94304
                                 (650) 813-5600
===================================================================================================================================

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
  Title of Shares to be       Amount to be             Proposed Maximum            Proposed Maximum       Amount of Registration
         Registered            Registered (1)       Aggregate Price Per Share    Aggregate Offering Price             Fee
------------------------- ------------------------- --------------------------- --------------------------- -----------------------
Common Stock, $.001
  par value ..............    1,000,000 shares            $18.40625 (2)               $18,406,250(2)               $5,429.84
------------------------- ------------------------- --------------------------- --------------------------- -----------------------
(1)      Plus such  indeterminate  number  of shares as may be issued  resulting
         from  stock  splits,   stock  dividends  or  similar   transactions  in
         accordance with Rule 416 under the Securities Act of 1933.

(2)      Estimated solely for the purpose of calculating the registration fee in
         accordance  with Rule 457(c)  based on the average of the high and low
         reported sales prices on the New York Stock Exchange on May 25, 1999.
===============================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The documents  containing  the  information  specified in Part 1 of Form S-8
(plan   information   and  registrant   information  and  employee  plan  annual
information)  will be sent or given to employees as specified by Securities  and
Exchange  Commission Rule  428(b)(1).  Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as  prospectuses  or  prospectus  supplements  pursuant  to Rule  424.  These
documents  and the  documents  incorporated  by reference  in this  Registration
Statement  pursuant  to Item 3 of Form S-8  (Part II  hereof),  taken  together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation Of Certain Documents By Reference

    The Commission  allows us to  "incorporate  by reference" the information we
file with the Commission, which means that we can disclose important information
to  you by  referring  to  those  documents.  The  information  incorporated  by
reference is an important part of this prospectus.  Any statement contained in a
document which is incorporated by reference in this prospectus is  automatically
updated  and  superseded  if  information  contained  in  this  prospectus,   or
information  that we later file with the  Commission,  modifies or replaces that
information.

    The documents listed below have been filed by us under the Exchange Act with
the Commission and are incorporated herein by reference:

    a.  Our Annual Report on Form 10-K for the year ended December 31, 1998;

    b.  Our Quarterly Report on Form 10-Q for the quarterly period ended March
          31, 1999;

    c.  Our Current Reports on Form 8-K filed with the Commission on January 27,
        1999 and April 23, 1999;

    d.  The description of our Common Stock, par value $0.001 per share,
        contained in our Registration Statement on Form 8-A (File No. 1-14162).

    In addition,  we incorporate by reference all documents filed by us with the
Commission  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the  Securities
Exchange Act of 1934 after the date of this prospectus.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

                                      II-1
Item 6.  Indemnification of Directors and Officers

    The Maryland GCL 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 (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 Charter  contains  such a provision  which limits such
liability to the maximum extent permitted by the Maryland GCL.

    The  Charter  authorizes  the Company to obligate  itself to  indemnify  its
present and former  officers and  directors  and to pay or reimburse  reasonable
expenses  for  those  individuals  in  advance  of the  final  disposition  of a
proceeding  to the  maximum  extent  permitted  from time to time by the laws of
Maryland.  The Bylaws of the  Company  obligate  it to  indemnify,  and  advance
expenses to present,  former and proposed  directors and officers to the maximum
extent  permitted by Maryland  law. The  Maryland GCL 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 (a) the act or omission of the director or officer was material
to the matter giving rise to the  proceeding  and (i) was committed in bad faith
or (ii) was the result of active and deliberate dishonesty,  (b) the director or
officer actually  received an improper  personal  benefit in money,  property or
services, or (c) in the case of any criminal proceeding, the director or officer
had a  reasonable  cause to  believe  that  the act or  omission  was  unlawful.
However, a corporation may not indemnify for an adverse judgment in a suit by or
in the right of the  corporation.  In  addition,  the  Maryland GCL requires the
Company,  as  conditions  to  advancing  expenses,   to  obtain  (i)  a  written
affirmation by the director or officer of his good-faith  belief that he has met
the  standard  of  conduct  necessary  for  indemnification  by the  Company  as
authorized by the  applicable  Bylaws and (ii) a written  statement by him 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 Bylaws of
the Company  also permit the Company to provide  indemnification  and to advance
expenses to a present or former  director or officer who served a predecessor of
the Company in that capacity,  and to any employee or agent of the Company, or a
predecessor  of the Company.  Finally,  the Maryland GCL requires a  corporation
(unless its charter provides otherwise, which the Company's 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 service in that capacity.

    The Company has entered  into  indemnification  agreements  with each of its
directors and  executive  officers to provide them with  indemnification  to the
full extent permitted by the Charter and Bylaws of Company.

    The Company has obtained an insurance policy to provide  liability  coverage
for directors and officers of Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits

         The exhibits set forth in the Exhibit Index herein are  incorporated by
reference into this Item 8.

Item 9.  Undertakings

    The undersigned Registrant hereby undertakes:

                                      II-2
(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;

        (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 this
     registration statement; and

        (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  subparagraphs  (i)  and  (ii)  do  not  apply  if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in the 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 this registration statement.

    (2) That, for the purpose of determining  any liability under the Securities
Act of 1933,  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 these  securities  being registered which remain unsold at the termination of
the offering.

    The undersigned  Registrant hereby further undertakes that, for the purposes
of determining  any liability  under the Securities Act of 1933,  each filing of
the  Registrant's  annual reports  pursuant to Section 13(a) or Section 15(d) of
the Securities  Exchange Act of 1934 (and,  when  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  to this
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.

    Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant  pursuant  to  the  provisions   described  under  Item  15  of  this
registration statement, or otherwise (other than insurance),  the Registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in such Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant 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 Registrant 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 such Act and will be governed by the final  adjudication
of such issue.

                                      II-3
SIGNATURES

    Pursuant to the  requirements of the Securities  Act, the Company  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused  this  registration  statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of San Mateo, State of California on May 27, 1999.

                                        GLENBOROUGH REALTY TRUST
                                        INCORPORATED

                                        By: /s/ Robert Batinovich
                                        ---------------------
                                        Robert Batinovich, Chairman and
                                        Chief Executive Officer

                            POWER OF ATTORNEY

    The undersigned hereby  constitutes and appoints Robert  Batinovich,  Andrew
Batinovich,  Stephen  Saul and  Frank  E.  Austin  as  his/her  true and  lawful
attorneys-in-fact  and  agents,  jointly  and  severally,  with  full  power  of
substitution  and  resubstitution,  for  and in  his/her  stead,  in any and all
capacities, to sign on his/her behalf the Registration Statement on Form S-8 and
to execute any  amendments  thereto  (including  post-effective  amendments)  or
certificates   that  may  be  required  in  connection  with  this  Registration
Statement,  and to file the  same,  with all  exhibits  thereto,  and all  other
documents in connection  therewith,  with the Securities and Exchange Commission
and granting unto said attorneys-in-fact and agents, jointly and severally,  the
full  power  and  authority  to do and  perform  each and  every  act and  thing
necessary  or  advisable to all intents and purposes as he/she might or could do
in person,  hereby ratifying and confirming all that said  attorneys-in-fact and
agents,  jointly  and  severally,  or his/her  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the dates indicated:
Signature                       Title                                                    Date

       /s/ Robert Batinovich           Chairman and Chief Executive Officer                     May 27, 1999
       ---------------------
          Robert Batinovich

       /s/ Andrew Batinovich           Director, President and Chief Operating Officer          May 27, 1999
       ---------------------
         Andrew Batinovich

       /s/ Stephen Saul                Executive Vice President and Chief Financial Officer     May 27, 1999
       ----------------
          Stephen Saul

       /s/ Terri Garnick               Senior Vice President and Chief Accounting Officer       May 27, 1999
       -----------------
          Terri Garnick

       /s/ Richard C. Blum             Director                                                 May 27, 1999
       -------------------
          Richard C. Blum

       /s/ Patrick Foley               Director                                                 May 27, 1999
       -----------------
       Patrick Foley

       /s/ Richard A. Magnuson         Director                                                 May 27, 1999
       -----------------------
          Richard A Magnuson

       /s/ Laura Wallace               Director                                                 May 27, 1999
       -----------------
          Laura Wallace
II-4
EXHIBIT INDEX

    Exhibit
    Number                           Description
---------------  --------------------------------------------------------
      5.1        Opinion of Morrison & Foerster LLP

      23.1       Consent of Arthur Andersen LLP, independent public
                 accountants

      23.2       Consent of Morrison & Foerster LLP (included in Exhibit 5.1)

      24.1       Power of Attorney (included on signature page hereto)
Exhibit 5.1
May 27, 1999

Glenborough Realty Trust Incorporated
400 South El Camino Real, Suite 1100
San Mateo, CA 94402-1708

Ladies and Gentlemen:

    At your request, we have examined the Registration  Statement on Form S-8 to
be filed by Glenborough Realty Trust Incorporated,  a Maryland  corporation (the
"Company") with the Securities and Exchange Commission (the "SEC") in connection
with the  registration  under the  Securities  Act of 1933,  as  amended,  of an
aggregate of 1,000,000  shares of the Company's  Common  Stock,  $.001 par value
(the  "Stock")  which  will be  issuable  pursuant  to the grant  (the  "Grant")
approved by the Company's shareholders at the Company's 1999 Annual Shareholders
Meeting.

    In our capacity as your counsel in connection with such registration, we are
familiar with the  proceedings  taken by you in connection  with the adoption of
the Grant and the  authorization  of the  issuance of the shares of Common Stock
described  above  (the  "Plan  Shares")  and such  documents  as we have  deemed
necessary or appropriate for purposes of this opinion.

    Based upon and subject to the  foregoing,  it is our  opinion  that the Plan
Shares,  when issued and outstanding  pursuant to the terms of the Plan, will be
legally issued, fully paid, and nonassessable.

    We  consent to the use of this  opinion  as an  exhibit to the  Registration
Statement.

                                             Very truly yours,

                                             /s/Morrison & Foerster LLP
Exhibit 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

         As   independent   public   accountants,   we  hereby  consent  to  the
incorporation  by reference in this  registration  statement of our report dated
March 15, 1999 on the consolidated  financial  statements of Glenborough  Realty
Trust  Incorporated  included  in the  Form  10-K of  Glenborough  Realty  Trust
Incorporated  for the year ended  December 31, 1998 and to all references to our
Firm included in this registration statement.

                                                 /s/ ARTHUR ANDERSEN LLP

San Francisco, California
May 27, 1999