As filed with the Securities and Exchange Commission on July 24, 1998
                                            Registration No. 333-_______________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933
                            -------------------------

                           Cornerstone Properties Inc.
             (Exact name of Registrant as specified in its charter)

           Nevada                                               74-2170858
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                         Tower 56, 126 East 56th Street
                            New York, New York 10022
                    (Address of Principal Executive Offices)

                           Cornerstone Properties Inc.
                          1998 Long Term Incentive Plan

                      1995 Stock Option Agreements Between
      Cornerstone Properties Inc. and Certain Management and Key Executives

                      1997 Stock Option Agreements Between
      Cornerstone Properties Inc. and Certain Management and Key Executives

                      1998 Stock Option Agreements Between
      Cornerstone Properties Inc. and Certain Management and Key Executives

                    1995 Restricted Share Agreements Between
      Cornerstone Properties Inc. and Certain Management and Key Executives

                    1997 Restricted Share Agreements Between
      Cornerstone Properties Inc. and Certain Management and Key Executives

                    1998 Restricted Share Agreements Between
      Cornerstone Properties Inc. and Certain Management and Key Executives

                          Stock Option Certificates For
                                Certain Directors

                        Director Share Agreements Between
                Cornerstone Properties Inc. and Certain Directors

                            (Full title of the plans)
                            -------------------------

                                  John S. Moody
                      Chairman and Chief Executive Officer
                           Cornerstone Properties Inc.
                         Tower 56, 126 East 56th Street
                            New York, New York 10022
                     (Name and address of agent for service)

                                 (212) 605-7100
          (Telephone number, including area code, of agent for service)

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


<PAGE>




                         CALCULATION OF REGISTRATION FEE



<TABLE>
===========================================================================================================
<CAPTION>
Title of                  Amount               Proposed Maximum      Proposed Maximum       Amount of
Securities to be          to be                Offering Price Per    Aggregate              Registration
Registered                Registered           Share                 Offering Price         Fee
-----------------------------------------------------------------------------------------------------------
<S>                         <C>                 <C>                  <C>                    <C>        
Common Stock                2,087,000           $14.8939 (1)         $31,083,500 (1)        $ 9,169.63
no par value

Common Stock                3,314,592           $17.71875 (2)        $58,730,427 (2)        $17,325.48
no par value                                                                                ----------
                                                                                            $26,498.11
-----------------------------------------------------------------------------------------------------------
<FN>
(1)  The proposed maximum offering price per share and proposed aggregate offering price with respect to
     777,000 shares being offered pursuant to options under the Registrant's 1995 Stock Option Agreements,
     950,000 shares being offered pursuant to options under the Registrant's 1997 Stock Option Agreements,
     270,000 shares being offered pursuant to options under the Registrant's 1998 Stock Option Agreements
     and 90,000 shares being offered pursuant to the Registrant's Stock Option Certificates for Certain
     Directors are based on the weighted average exercise price in accordance with Rule 457(h).
(2)  The proposed maximum offering price per share and proposed aggregate offering price with respect to
     3,000,000 shares being offered pursuant to the Registrant's 1998 Long-Term Incentive Plan, 167,622
     shares being offered pursuant to the Registrant's 1995 Restricted Share Agreements, 112,500 shares
     being offered pursuant to the Registrant's 1997 Restricted Share Agreements, 31,678 shares being
     offered pursuant to the Registrant's 1998 Restricted Share Agreements and 2,792 being offered pursuant
     to the Registrant's Director Share Agreements are based on the average of the high and low prices of the
     Common Stock on the New York Stock Exchange consolidated reporting system on July 23, 1998, in
     accordance with Rule 457(c) and are being utilized solely for purposes of calculating the registration fee.
</FN>
</TABLE>







<PAGE>



                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*
























--------------------
*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act, and the "Note" to Part I of
         Form S-8.


<PAGE>


                                        2

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents are incorporated by reference in this
Registration Statement:

          (a) the Registrant's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1997;

          (b) the Registrant's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1998.

          (c) the Registrant's Current Reports on Form 8-K filed January 14,
     1998, February 5, 1998, March 27, 1998 (two reports) and April 2, 1998; and

          (d) the description of the Registrant's common stock, no par value,
     contained in the Registrant's Registration Statement on Form 8-A (File No.
     001-12861) for registration of such common stock under the Securities
     Exchange Act of 1934, as amended (the "Exchange Act").

          All documents subsequently filed by the Registrant pursuant to
Sections 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, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.

Item 4.   Description of Securities.

          Not applicable.



<PAGE>


                                        3

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Subsection 1 of Section 78.7502 of Chapter 78 of the Nevada Revised
Statutes (the "NRS") empowers a corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction or upon
a plea of nolo contendere or its equivalent does not, of itself, create a
presumption that the person did not act in good faith or in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation or that, with respect to any criminal action or proceeding, he had
reasonable cause to believe his actions were unlawful.

          Subsection 2 of Section 78.7502 of the NRS empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted under similar
standards to those described above except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation or for amounts paid in settlement to
the corporation unless and only to the extent that the court in which such
action or suit was brought determines that, despite the adjudication of
liability, such person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.

          Section 78.7502 of the NRS further provides that to the extent a
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (1) and (2) or in the
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably


<PAGE>


                                        4

incurred by him in connection therewith. Section 78.751 of the NRS provides that
nay indemnification provided for by Section 78.7502 of the NRS (by court order
or otherwise) shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled and that the scope of indemnification shall
continue as to directors, officers, employees or agents who have ceased to hold
such positions, and to their heirs, executors and administrators. Section 78.752
empowers the corporation to purchase and maintain insurance on behalf of a
director, officer, employee or agent of the corporation against any liability
asserted against him or incurred by him in any such capacity or arising out of
his status as such whether or not the corporation would have the power to
indemnify him against such liabilities under Section 78.7502.

          Article IX of the Bylaws of the Registrant provides for
indemnification of its officers and Directors, substantially identical in scope
to that permitted under Section 78.7502 of the NRS. The Bylaws provide, pursuant
to Subsection 2 of Section 78.7502 of the NRS, that the expenses of officers and
Directors incurred in defending any action, suit or proceeding, whether civil,
criminal, administrative or investigative, must be paid by the Registrant as
they are incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of any undertaking by or on behalf of the Director or
officer to repay such amounts unless it shall ultimately be determined that he
is entitled to be indemnified by the Registrant pursuant to Article IX of the
Bylaws.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          The following exhibits are filed as part of this Registration
Statement:

4.1       Cornerstone Properties Inc. 1998 Long-Term Incentive Plan

4.2       Form of 1995 Stock Option Agreements, as amended.

4.3       Form of 1997 Stock Option Agreements, as amended.

4.4       Form of 1998 Stock Option Agreements.

4.5       Form of 1995 Restricted Share Agreements.

4.6       Form of 1997 Restricted Share Agreements.



<PAGE>


                                        5

4.7       Form of 1998 Restricted Share Agreements.

4.8       Form of Director Stock Option Certificates.

4.9       Form of Director Share Agreements.

4.10      Restated Articles of Incorporation of the Registrant (incorporated by
          reference to Exhibit 3.1 to Registrant's Annual Report on Form 10-K
          for the year ended December 31, 1996 (File No. 0-10421)).

4.11      Certificate of Amendment of Restated Articles of Incorporation of the
          Registrant, dated October 27, 1997 (incorporated by reference from the
          Registration Statement on Form S-3, as filed with the Commission on
          March 2, 1998 (Registration No. 333-47149)).

4.12      Certificate of Amendment of Restated Articles of Incorporation of the
          Registrant, dated July 10, 1998 (incorporated by reference from the
          Registrant's Registration Statement on Form S-3, as filed with the
          Commission on July 16, 1998 (Registration No. 333-59259)).

4.13      Bylaws of the Registrant (incorporated by reference to Exhibit 3.5 to
          the Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1995 (File No. 0-10421)).

5         Opinion of Lionel Sawyer & Collins regarding the legality of the
          common stock being registered hereby.

23.1      Consent of PricewaterhouseCoopers LLP.

23.2      Consent of Lionel Sawyer & Collins (included in Exhibit 5).

23.3      Consent of Grant Thornton LLP.

23.4      Consent of Arthur Andersen LLP.

24        Powers of Attorney (included on signature page).

Item 9.   Undertakings.

          (a)  The undersigned Registrant hereby undertakes:



<PAGE>


                                        6

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in the Registration Statement or any material change
     to such information in the Registration Statement;

          (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 therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof; and

          (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.

          (b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
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
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 the Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>


                                        7

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 New York, State of New York on the 24th day of
July, 1998.


                                 CORNERSTONE PROPERTIES INC.


                                 By: /s/ John S. Moody
                                     -------------------
                                     Name:  John S. Moody
                                     Title: Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

          Each of the undersigned whose signature appears below hereby
constitutes and appoints John S. Moody, Thomas P. Loftus and Kevin P. Mahoney
his/her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him/her and in his/her name, place and
stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) and supplements to this Registration Statement and
any and all related registration statements necessary to register additional
securities, 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 agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, 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, as
amended, this Registration Statement has been signed below by the following
persons in the indicated capacities on July 24, 1998.

Signature                             Title


/s/ John S. Moody
-------------------                   Chairman, Chief Executive Officer,
John S. Moody                         and Director (Principal Executive Officer)



<PAGE>


                                        8


/s/ Tomas P. Lofton                 Chief Administrative Officer,
------------------------            Secretary and Controller
Thomas P. Loftus                    (Principal Accounting Officer)


/s/ Kevin P. Mahoney                Senior Vice President and Chief Financial
------------------------            Officer (Principal Financial Officer)
Kevin P. Mahoney


/s/ Cecil D. Conlee                 Director
------------------------
Cecil D. Conlee


/s/ Rodney C. Dimock                Director
------------------------
Rodney C. Dimock


/s/ Blake Eagle                     Director
------------------------
Blake Eagle


/s/ Karl-Ludwig Hermann             Director
------------------------
Dr. Karl-Ludwig Hermann


/s/ Hans C. Mautner                 Director
------------------------
Hans C. Mautner


/s/ Lutz Mellinger                  Director
------------------------
Dr. Lutz Mellinger


                                    Director
------------------------
Craig R. Stapleton


                                    Director
------------------------
Michael J.G. Topham


<PAGE>


                                        9


                                    Director
------------------------
Dick van den Bos


                                    Director
------------------------
Jan van der Vlist















<PAGE>


                                       10

                                  Exhibit Index


Exhibit No.       Description of Document

4.1               Cornerstone Properties Inc. 1998 Long-Term Incentive Plan

4.2               Form of 1995 Stock Option Agreements, as amended.

4.3               Form of 1997 Stock Option Agreements, as amended.

4.4               Form of 1998 Stock Option Agreements.

4.5               Form of 1995 Restricted Share Agreements.

4.6               Form of 1997 Restricted Share Agreements.

4.7               Form of 1998 Restricted Share Agreements.

4.8               Form of Director Stock Option Certificate.

4.9               Form of Director Share Agreements.

4.10              Restated Articles of Incorporation of the Registrant
                  (incorporated by reference to Exhibit 3.1 to Registrant's
                  Annual Report on Form 10-K for the year ended December 31, 
                  1996 (File No. 0-10421)).

4.11              Certificate of Amendment of Restated Articles of Incorporation
                  of the Registrant, dated October 27, 1997 (incorporated by
                  reference from the Registration Statement on Form S-3, as
                  filed with the Commission on March 2, 1998 (Registration No.
                  333-47149)).

4.12              Certificate of Amendment of Restated Articles of Incorporation
                  of the Registrant, dated July 10, 1998 (incorporated by
                  reference from the Registrant's Registration Statement on Form
                  S-3, as filed with the Commission on July 16, 1998
                  (Registration No. 333-59259)).

4.13              Bylaws of the Registrant (incorporated by reference to Exhibit
                  3.5 to the Registrant's Annual Report on Form 10-K for the
                  year ended December 31, 1995 (File No. 0-10421)).

5                 Opinion of Lionel Sawyer & Collins regarding the legality of
                  the common stock being registered hereby.


<PAGE>


                                       11

23.1              Consent of PricewaterhouseCoopers LLP.

23.2              Consent of Lionel Sawyer & Collins (included in Exhibit 5).

23.3              Consent of Grant Thornton LLP.

23.4              Consent of Arthur Andersen LLP.

24                Powers of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 23589}]
{"company-data": {"conformed-name": "CORNERSTONE PROPERTIES INC", "cik": "0000702301", "assigned-sic": "6500", "irs-number": "742170858", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59923", "film-number": "98671424"}, "business-address": {"street1": "31 W 52ND ST", "street2": "STE 1600", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2124747100"}, "mail-address": {"street1": "C/O DEUTSCHE BANK REALTY ADVISORS INC", "street2": "31 WEST 52ND STREET", "city": "NEW YORK", "state": "NY", "zip": "10019"}, "former-company": {"former-conformed-name": "ARICO AMERICA REALESTATE INVESTMENT CO", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on July 24, 1998
                                            Registration No. 333-_______________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933
                            -------------------------

                           Cornerstone Properties Inc.
             (Exact name of Registrant as specified in its charter)

           Nevada                                               74-2170858
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                         Tower 56, 126 East 56th Street
                            New York, New York 10022
                    (Address of Principal Executive Offices)

                           Cornerstone Properties Inc.
                          1998 Long Term Incentive Plan

                      1995 Stock Option Agreements Between
      Cornerstone Properties Inc. and Certain Management and Key Executives

                      1997 Stock Option Agreements Between
      Cornerstone Properties Inc. and Certain Management and Key Executives

                      1998 Stock Option Agreements Between
      Cornerstone Properties Inc. and Certain Management and Key Executives

                    1995 Restricted Share Agreements Between
      Cornerstone Properties Inc. and Certain Management and Key Executives

                    1997 Restricted Share Agreements Between
      Cornerstone Properties Inc. and Certain Management and Key Executives

                    1998 Restricted Share Agreements Between
      Cornerstone Properties Inc. and Certain Management and Key Executives

                          Stock Option Certificates For
                                Certain Directors

                        Director Share Agreements Between
                Cornerstone Properties Inc. and Certain Directors

                            (Full title of the plans)
                            -------------------------

                                  John S. Moody
                      Chairman and Chief Executive Officer
                           Cornerstone Properties Inc.
                         Tower 56, 126 East 56th Street
                            New York, New York 10022
                     (Name and address of agent for service)

                                 (212) 605-7100
          (Telephone number, including area code, of agent for service)

                            -------------------------
CALCULATION OF REGISTRATION FEE

===========================================================================================================
Title of                  Amount               Proposed Maximum      Proposed Maximum       Amount of
Securities to be          to be                Offering Price Per    Aggregate              Registration
Registered                Registered           Share                 Offering Price         Fee
-----------------------------------------------------------------------------------------------------------
Common Stock                2,087,000           $14.8939 (1)         $31,083,500 (1)        $ 9,169.63
no par value

Common Stock                3,314,592           $17.71875 (2)        $58,730,427 (2)        $17,325.48
no par value                                                                                ----------
                                                                                            $26,498.11
-----------------------------------------------------------------------------------------------------------
(1)  The proposed maximum offering price per share and proposed aggregate offering price with respect to
     777,000 shares being offered pursuant to options under the Registrant's 1995 Stock Option Agreements,
     950,000 shares being offered pursuant to options under the Registrant's 1997 Stock Option Agreements,
     270,000 shares being offered pursuant to options under the Registrant's 1998 Stock Option Agreements
     and 90,000 shares being offered pursuant to the Registrant's Stock Option Certificates for Certain
     Directors are based on the weighted average exercise price in accordance with Rule 457(h).
(2)  The proposed maximum offering price per share and proposed aggregate offering price with respect to
     3,000,000 shares being offered pursuant to the Registrant's 1998 Long-Term Incentive Plan, 167,622
     shares being offered pursuant to the Registrant's 1995 Restricted Share Agreements, 112,500 shares
     being offered pursuant to the Registrant's 1997 Restricted Share Agreements, 31,678 shares being
     offered pursuant to the Registrant's 1998 Restricted Share Agreements and 2,792 being offered pursuant
     to the Registrant's Director Share Agreements are based on the average of the high and low prices of the
     Common Stock on the New York Stock Exchange consolidated reporting system on July 23, 1998, in
     accordance with Rule 457(c) and are being utilized solely for purposes of calculating the registration fee.
Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

--------------------
*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act, and the "Note" to Part I of
         Form S-8.
2

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents are incorporated by reference in this
Registration Statement:

          (a) the Registrant's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1997;

          (b) the Registrant's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1998.

          (c) the Registrant's Current Reports on Form 8-K filed January 14,
     1998, February 5, 1998, March 27, 1998 (two reports) and April 2, 1998; and

          (d) the description of the Registrant's common stock, no par value,
     contained in the Registrant's Registration Statement on Form 8-A (File No.
     001-12861) for registration of such common stock under the Securities
     Exchange Act of 1934, as amended (the "Exchange Act").

          All documents subsequently filed by the Registrant pursuant to
Sections 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, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.

Item 4.   Description of Securities.

          Not applicable.
3

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Subsection 1 of Section 78.7502 of Chapter 78 of the Nevada Revised
Statutes (the "NRS") empowers a corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction or upon
a plea of nolo contendere or its equivalent does not, of itself, create a
presumption that the person did not act in good faith or in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation or that, with respect to any criminal action or proceeding, he had
reasonable cause to believe his actions were unlawful.

          Subsection 2 of Section 78.7502 of the NRS empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted under similar
standards to those described above except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation or for amounts paid in settlement to
the corporation unless and only to the extent that the court in which such
action or suit was brought determines that, despite the adjudication of
liability, such person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.

          Section 78.7502 of the NRS further provides that to the extent a
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (1) and (2) or in the
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably
4

incurred by him in connection therewith. Section 78.751 of the NRS provides that
nay indemnification provided for by Section 78.7502 of the NRS (by court order
or otherwise) shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled and that the scope of indemnification shall
continue as to directors, officers, employees or agents who have ceased to hold
such positions, and to their heirs, executors and administrators. Section 78.752
empowers the corporation to purchase and maintain insurance on behalf of a
director, officer, employee or agent of the corporation against any liability
asserted against him or incurred by him in any such capacity or arising out of
his status as such whether or not the corporation would have the power to
indemnify him against such liabilities under Section 78.7502.

          Article IX of the Bylaws of the Registrant provides for
indemnification of its officers and Directors, substantially identical in scope
to that permitted under Section 78.7502 of the NRS. The Bylaws provide, pursuant
to Subsection 2 of Section 78.7502 of the NRS, that the expenses of officers and
Directors incurred in defending any action, suit or proceeding, whether civil,
criminal, administrative or investigative, must be paid by the Registrant as
they are incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of any undertaking by or on behalf of the Director or
officer to repay such amounts unless it shall ultimately be determined that he
is entitled to be indemnified by the Registrant pursuant to Article IX of the
Bylaws.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          The following exhibits are filed as part of this Registration
Statement:

4.1       Cornerstone Properties Inc. 1998 Long-Term Incentive Plan

4.2       Form of 1995 Stock Option Agreements, as amended.

4.3       Form of 1997 Stock Option Agreements, as amended.

4.4       Form of 1998 Stock Option Agreements.

4.5       Form of 1995 Restricted Share Agreements.

4.6       Form of 1997 Restricted Share Agreements.
5

4.7       Form of 1998 Restricted Share Agreements.

4.8       Form of Director Stock Option Certificates.

4.9       Form of Director Share Agreements.

4.10      Restated Articles of Incorporation of the Registrant (incorporated by
          reference to Exhibit 3.1 to Registrant's Annual Report on Form 10-K
          for the year ended December 31, 1996 (File No. 0-10421)).

4.11      Certificate of Amendment of Restated Articles of Incorporation of the
          Registrant, dated October 27, 1997 (incorporated by reference from the
          Registration Statement on Form S-3, as filed with the Commission on
          March 2, 1998 (Registration No. 333-47149)).

4.12      Certificate of Amendment of Restated Articles of Incorporation of the
          Registrant, dated July 10, 1998 (incorporated by reference from the
          Registrant's Registration Statement on Form S-3, as filed with the
          Commission on July 16, 1998 (Registration No. 333-59259)).

4.13      Bylaws of the Registrant (incorporated by reference to Exhibit 3.5 to
          the Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1995 (File No. 0-10421)).

5         Opinion of Lionel Sawyer & Collins regarding the legality of the
          common stock being registered hereby.

23.1      Consent of PricewaterhouseCoopers LLP.

23.2      Consent of Lionel Sawyer & Collins (included in Exhibit 5).

23.3      Consent of Grant Thornton LLP.

23.4      Consent of Arthur Andersen LLP.

24        Powers of Attorney (included on signature page).

Item 9.   Undertakings.

          (a)  The undersigned Registrant hereby undertakes:
6

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in the Registration Statement or any material change
     to such information in the Registration Statement;

          (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 therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof; and

          (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.

          (b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
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
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 the Securities
Act and will be governed by the final adjudication of such issue.
7

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 New York, State of New York on the 24th day of
July, 1998.

                                 CORNERSTONE PROPERTIES INC.

                                 By: /s/ John S. Moody
                                     -------------------
                                     Name:  John S. Moody
                                     Title: Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

          Each of the undersigned whose signature appears below hereby
constitutes and appoints John S. Moody, Thomas P. Loftus and Kevin P. Mahoney
his/her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him/her and in his/her name, place and
stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) and supplements to this Registration Statement and
any and all related registration statements necessary to register additional
securities, 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 agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, 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, as
amended, this Registration Statement has been signed below by the following
persons in the indicated capacities on July 24, 1998.

Signature                             Title

/s/ John S. Moody
-------------------                   Chairman, Chief Executive Officer,
John S. Moody                         and Director (Principal Executive Officer)
8

/s/ Tomas P. Lofton                 Chief Administrative Officer,
------------------------            Secretary and Controller
Thomas P. Loftus                    (Principal Accounting Officer)

/s/ Kevin P. Mahoney                Senior Vice President and Chief Financial
------------------------            Officer (Principal Financial Officer)
Kevin P. Mahoney

/s/ Cecil D. Conlee                 Director
------------------------
Cecil D. Conlee

/s/ Rodney C. Dimock                Director
------------------------
Rodney C. Dimock

/s/ Blake Eagle                     Director
------------------------
Blake Eagle

/s/ Karl-Ludwig Hermann             Director
------------------------
Dr. Karl-Ludwig Hermann

/s/ Hans C. Mautner                 Director
------------------------
Hans C. Mautner

/s/ Lutz Mellinger                  Director
------------------------
Dr. Lutz Mellinger

                                    Director
------------------------
Craig R. Stapleton

                                    Director
------------------------
Michael J.G. Topham
9

                                    Director
------------------------
Dick van den Bos

                                    Director
------------------------
Jan van der Vlist
10

                                  Exhibit Index

Exhibit No.       Description of Document

4.1               Cornerstone Properties Inc. 1998 Long-Term Incentive Plan

4.2               Form of 1995 Stock Option Agreements, as amended.

4.3               Form of 1997 Stock Option Agreements, as amended.

4.4               Form of 1998 Stock Option Agreements.

4.5               Form of 1995 Restricted Share Agreements.

4.6               Form of 1997 Restricted Share Agreements.

4.7               Form of 1998 Restricted Share Agreements.

4.8               Form of Director Stock Option Certificate.

4.9               Form of Director Share Agreements.

4.10              Restated Articles of Incorporation of the Registrant
                  (incorporated by reference to Exhibit 3.1 to Registrant's
                  Annual Report on Form 10-K for the year ended December 31, 
                  1996 (File No. 0-10421)).

4.11              Certificate of Amendment of Restated Articles of Incorporation
                  of the Registrant, dated October 27, 1997 (incorporated by
                  reference from the Registration Statement on Form S-3, as
                  filed with the Commission on March 2, 1998 (Registration No.
                  333-47149)).

4.12              Certificate of Amendment of Restated Articles of Incorporation
                  of the Registrant, dated July 10, 1998 (incorporated by
                  reference from the Registrant's Registration Statement on Form
                  S-3, as filed with the Commission on July 16, 1998
                  (Registration No. 333-59259)).

4.13              Bylaws of the Registrant (incorporated by reference to Exhibit
                  3.5 to the Registrant's Annual Report on Form 10-K for the
                  year ended December 31, 1995 (File No. 0-10421)).

5                 Opinion of Lionel Sawyer & Collins regarding the legality of
                  the common stock being registered hereby.
11

23.1              Consent of PricewaterhouseCoopers LLP.

23.2              Consent of Lionel Sawyer & Collins (included in Exhibit 5).

23.3              Consent of Grant Thornton LLP.

23.4              Consent of Arthur Andersen LLP.

24                Powers of Attorney (included on signature page).