As filed with the Securities and Exchange Commission on June 11, 1999
                                                Registrati on 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 Identification Number)
     of Incorporation or Organization)

                      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)

                            1996 Stock Incentive Plan
                              (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     Aggregate Price Per Share    Aggregate Offering Price             Fee
----------------------------------------------- --------------------------- --------------------------- ---------------------------
<S>                           <C>                       <C>                       <C>                         <C>

Common Stock, $.001
  par value ..............    2,000,000 shares          $18.50 (2)                $37,000,000(2)              $10,286.00
----------------------------------------------- --------------------------- --------------------------- ---------------------------
</TABLE>

(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule 457(h) and Rule 457(c)  under the  Securities  Act of
     1933,  based  upon an  average  of the high and low  prices of  Glenborough
     Realty  Trust  Incorporated  common  stock  reported  on the New York Stock
     Exchange on June 8, 1999.  In  addition,  pursuant to Rule 416(c) under the
     Securities Act, this  Registration  Statement also covers an  indeterminate
     amount of interests to be offered or sold pursuant to the employee  benefit
     plan described herein.




<PAGE>


                                      II-2
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.    Incorporation of Certain Documents by Reference.

     In accordance  with General  Instruction E to Form S-8, the contents of the
Registrant's  Registration Statement on Form S-8, Commission File No. 333-27677,
including   exhibits  thereto,   and  the  documents  listed  below  are  hereby
incorporated  by reference  into this  Registration  Statement and all documents
subsequently filed by the Registrant  pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, 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,  shall be deemed
incorporated by reference in this  Registration  Statement and to be part hereof
from the date of filing such documents:

        (1)  the Registrant's Annual Report on Form 10-K for its fiscal year
             ended December 31, 1999;

        (2)  the Registrant's Quarterly Report on Form 10-Q for the quarter
             ended March 31, 1999;

        (3)  the Registrant's Current Reports on Form 8-K filed on January 27,
             1999 and April 23, 1999, respectively; and

        (4)  the description of the Registrant's Common Stock contained in the
             Registrant's Registration Statement on Form 8-A (File No. 1-14162).

Item 8.    Exhibits.
           ---------
       Exhibit
        Number        Description
       -------        -----------
         5.1          Opinion of Morrison & Foerster LLP, with respect to the
                      legality of the Common Stock to be registered hereunder.

         23.1         Consent of Counsel (included in Exhibit 5.1)

         23.2         Consent of Arthur Andersen LLP, Independent Auditors

         25.1         Power of Attorney (contained in the signature page hereto)




<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 Mateo, State of California on June 11, 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                     June 11, 1999
       ---------------------
          Robert Batinovich

       /s/ Andrew Batinovich           Director, President and Chief Operating Officer          June 11, 1999
       ---------------------
         Andrew Batinovich

       /s/ Stephen Saul                Executive Vice President and Chief Financial Officer     June 11, 1999
       ----------------
          Stephen Saul

       /s/ Terri Garnick               Senior Vice President and Chief Accounting Officer       June 11, 1999
       -----------------
          Terri Garnick

       ___________________             Director                                                 June __, 1999
       -------------------
          Richard C. Blum

       /s/ Patrick Foley               Director                                                 June 11, 1999
          Patrick Foley

       ___________________             Director                                                 June __, 1999
       -------------------
          Richard A Magnuson

       /s/ Laura Wallace               Director                                                 June 11, 1999
          Laura Wallace
</TABLE>


<PAGE>



                                  EXHIBIT INDEX


   Exhibit
    Number                                Description
---------------- -------------------------------------------------------
      5.1        Opinion of Morrison & Foerster LLP
      23.1       Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
      23.2       Consent of Arthur Andersen LLP, independent public
                 accountants
      24.1       Power of Attorney (included on signature page hereto)


<PAGE>


                                                                 Exhibit 5.1
                                                                 -----------
June 11, 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 2,000,000  shares of the Company's  Common  Stock,  $.001 par
value (the "Stock") which will be issuable  pursuant to the Company's 1996 Stock
Incentive Plan (the "Plan").

         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 Plan 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 23.2



                    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
June 11, 1999
[{"type": "S-8", "sequence": "1", "description": "S-8INCREASE1996SIP", "secsgml_size_bytes": 12325}]
{"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": "333-80461", "film-number": "99644724"}, "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 June 11, 1999
                                                Registrati on 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 Identification Number)
     of Incorporation or Organization)

                      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)

                            1996 Stock Incentive Plan
                              (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     Aggregate Price Per Share    Aggregate Offering Price             Fee
----------------------------------------------- --------------------------- --------------------------- ---------------------------
Common Stock, $.001
  par value ..............    2,000,000 shares          $18.50 (2)                $37,000,000(2)              $10,286.00
----------------------------------------------- --------------------------- --------------------------- ---------------------------
(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule 457(h) and Rule 457(c)  under the  Securities  Act of
     1933,  based  upon an  average  of the high and low  prices of  Glenborough
     Realty  Trust  Incorporated  common  stock  reported  on the New York Stock
     Exchange on June 8, 1999.  In  addition,  pursuant to Rule 416(c) under the
     Securities Act, this  Registration  Statement also covers an  indeterminate
     amount of interests to be offered or sold pursuant to the employee  benefit
     plan described herein.
II-2
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Certain Documents by Reference.

     In accordance  with General  Instruction E to Form S-8, the contents of the
Registrant's  Registration Statement on Form S-8, Commission File No. 333-27677,
including   exhibits  thereto,   and  the  documents  listed  below  are  hereby
incorporated  by reference  into this  Registration  Statement and all documents
subsequently filed by the Registrant  pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, 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,  shall be deemed
incorporated by reference in this  Registration  Statement and to be part hereof
from the date of filing such documents:

        (1)  the Registrant's Annual Report on Form 10-K for its fiscal year
             ended December 31, 1999;

        (2)  the Registrant's Quarterly Report on Form 10-Q for the quarter
             ended March 31, 1999;

        (3)  the Registrant's Current Reports on Form 8-K filed on January 27,
             1999 and April 23, 1999, respectively; and

        (4)  the description of the Registrant's Common Stock contained in the
             Registrant's Registration Statement on Form 8-A (File No. 1-14162).

Item 8.    Exhibits.
           ---------
       Exhibit
        Number        Description
       -------        -----------
         5.1          Opinion of Morrison & Foerster LLP, with respect to the
                      legality of the Common Stock to be registered hereunder.

         23.1         Consent of Counsel (included in Exhibit 5.1)

         23.2         Consent of Arthur Andersen LLP, Independent Auditors

         25.1         Power of Attorney (contained in the signature page hereto)
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 Mateo, State of California on June 11, 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                     June 11, 1999
       ---------------------
          Robert Batinovich

       /s/ Andrew Batinovich           Director, President and Chief Operating Officer          June 11, 1999
       ---------------------
         Andrew Batinovich

       /s/ Stephen Saul                Executive Vice President and Chief Financial Officer     June 11, 1999
       ----------------
          Stephen Saul

       /s/ Terri Garnick               Senior Vice President and Chief Accounting Officer       June 11, 1999
       -----------------
          Terri Garnick

       ___________________             Director                                                 June __, 1999
       -------------------
          Richard C. Blum

       /s/ Patrick Foley               Director                                                 June 11, 1999
          Patrick Foley

       ___________________             Director                                                 June __, 1999
       -------------------
          Richard A Magnuson

       /s/ Laura Wallace               Director                                                 June 11, 1999
          Laura Wallace
EXHIBIT INDEX

   Exhibit
    Number                                Description
---------------- -------------------------------------------------------
      5.1        Opinion of Morrison & Foerster LLP
      23.1       Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
      23.2       Consent of Arthur Andersen LLP, independent public
                 accountants
      24.1       Power of Attorney (included on signature page hereto)
Exhibit 5.1
                                                                 -----------
June 11, 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 2,000,000  shares of the Company's  Common  Stock,  $.001 par
value (the "Stock") which will be issuable  pursuant to the Company's 1996 Stock
Incentive Plan (the "Plan").

         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 Plan 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 23.2

                    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
June 11, 1999