<PAGE>
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 1997.
                                                        REGISTRATION NO. 333-

================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                         -----------------------------

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

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

                     ALEXANDRIA REAL ESTATE EQUITIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

         MARYLAND                                   95-4502084
(State or Other Jurisdiction of            (IRS Employer Identification No.)
 Incorporation or Organization)

                        251 SOUTH LAKE AVENUE, SUITE 700
                          PASADENA, CALIFORNIA  91101
         (Address, Including Zip Code, of Principal Executive Offices)

  1997 STOCK AWARD AND INCENTIVE PLAN OF ALEXANDRIA REAL ESTATE EQUITIES, INC.
                            (Full Title of the Plan)

                                 JOEL S. MARCUS
                            CHIEF EXECUTIVE OFFICER
                     ALEXANDRIA REAL ESTATE EQUITIES, INC.
                        251 SOUTH LAKE AVENUE, SUITE 700
                           PASADENA, CALIFORNIA 91101
                                 (626) 578-0777
           (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)

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

                                    COPY TO:

         MICHAEL A. WORONOFF, ESQ.                JAMES J. HANKS, JR., ESQ.
 SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP     BALLARD SPAHR ANDREWS & INGERSOLL
          300 SOUTH GRAND AVENUE                   300 EAST LOMBARD STREET
                SUITE 3400                               SUITE 1900
      LOS ANGELES, CALIFORNIA  90071             BALTIMORE, MARYLAND  21202
              (213) 687-5000                            (410) 528-5600

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================== 
 Title of Securities to be      Amount to be         Proposed Maximum          Proposed Maximum          Amount of
 Registered                    Registered (1)   Offering Price Per Share     Aggregate Offering         Registration
                                                                                    Price                   Fee
--------------------------------------------------------------------------------------------------------------------- 
<S>                               <C>                <C>                           <C>                   <C> 
Common Stock, par                 680,000 (2)           $20.57(3)                 $13,987,600            $4,238.67
  value $.01 per share

Common Stock, par                 220,000 (4)           $26.09(5)                 $ 5,739,800(5)         $1,739.33(6)
  value $.01 per share
 
TOTAL                              900,000                                        $19,727,400            $5,978
=====================================================================================================================
</TABLE>
<PAGE>
 
(1) Plus such additional number of shares of Common Stock as may be issuable
    pursuant to the antidilution provisions of the 1997 Stock Award and
    Incentive Plan of Alexandria Real Estate Equities, Inc. (the "Plan").
(2) Represents the number of shares of Common Stock that may be purchased upon
    exercise of stock options outstanding under the Plan as of the date hereof.
(3) Represents the weighted average exercise price of the outstanding stock
    options being registered hereby.
(4) Represents the maximum number of unallocated shares of Common Stock reserved
    for issuance upon exercise of stock options that have not yet been granted
    under the Plan.
(5) Estimated solely for purposes of calculating the registration fee.
(6) Calculated pursuant to Rules 457(c) and (h) based upon the average of the
    high and low sale prices of the Common Stock on the New York Stock Exchange
    on August 20, 1997, which was $26.09.
                               _________________

<PAGE>
 
                                EXPLANATORY NOTE

     This Registration Statement covers (i) 680,000 shares of common stock, par
value $.01 per share (the "Common Stock"), of Alexandria Real Estate Equities,
Inc. (the "Company"), that may be issued upon the exercise of stock options
previously granted under the Plan, and (ii) 220,000 shares of Common Stock
reserved by the Company for issuance upon exercise of stock options that have
not yet been granted under the Plan.  Pursuant to Rule 428 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), the Company will
deliver a prospectus meeting the requirements of Part I of Form S-8, as amended,
to all participants in the Plan.


PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     Incorporated by reference in this Registration Statement are the following
documents filed with the Securities and Exchange Commission (the "Commission"):

          (a) The Company's Prospectus, dated May 27, 1997, filed pursuant to
              Rule 424(b) under the Securities Act, relating to the initial
              public offering of the Common Stock;

          (b) All reports of the Company filed pursuant to Section 13(a) or
              15(d) of the Securities Exchange Act of 1934, as amended (the
              "Exchange Act"), since the end of the Company's most recent fiscal
              year; and

          (c) The description of the Common Stock included in the Company's
              Registration Statement on Form 8-A, filed May 14, 1997, pursuant
              to Section 12(b) of the Exchange Act, including any amendment or
              report filed for the purpose of updating such information.

     In addition, all documents subsequently filed by the Company 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 herein

                                      II-1
<PAGE>
 
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     The Maryland General Corporation Law, as amended ("MGCL"), permits a
Maryland corporation to include in its charter a provision limiting the
liability of its directors and officers to the corporation and its stockholders
for money damages except for liability resulting from (i) actual receipt of an
improper benefit or profit in money, property or services, or (ii) active and
deliberate dishonesty established by a final judgment as being material to the
cause of action.  The charter of the Company (the "Charter") contains a 
provision that eliminates such liability to the maximum extent permitted by the
MGCL.

     The Charter authorizes the Company, to the maximum extent permitted by
Maryland law, to obligate itself to indemnify and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to (i) any present or
former director or officer or (ii) any individual who, while a director of the
Company and at the request of the Company, serves or has served another
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise as a director, officer, partner or trustee from and against any
claim or liability to which such person may become subject or to

                                      II-2
<PAGE>
 
which such person may incur by reason of his or her serving as a present or
former director or officer of the Company.

     The Company's bylaws (the "Bylaws") obligate the Company, to the maximum
extent permitted by Maryland law, to indemnify and to pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to (i) any
present or former director or officer who is made a party to the proceeding by
reason of his service in that capacity or (ii) any individual who, while a
director of the Company and at the request of the Company, serves or has served
another corporation, partnership, joint venture, trust, employee benefit plan or
any other enterprise as a director, officer, partner or trustee and who is made
a party to the proceeding by reason of his service in that capacity.  The
Charter and Bylaws also permit the Company, with the approval of the Board of
Directors, to indemnify and advance expenses to any person who served a
predecessor of the Company in any of the capacities described above and to any
employee or agent of the Company or a predecessor of the Company.

     The MGCL 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 his service in that capacity.  The MGCL
permits a corporation to indemnify its present and former directors and
officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made a party by reason of their service in those or other
capacities unless it is established that (i) the act or omission of the director
or officer was material to the matter giving rise to the proceeding and (a) was
committed in bad faith or (b) was the result of active and deliberate
dishonesty, (ii) the director or officer actually received an improper personal
benefit in money, property or services or (iii) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful.  However, under the MGCL, a Maryland corporation may
not indemnify for an adverse judgment in a suit by or in the right of the
corporation or for a judgment of liability on the basis that personal benefit
was improperly received, unless, in either case, a court orders indemnification
and then only for expenses.  In addition, the MGCL permits a corporation to
advance reasonable expenses to a director or officer upon the corporation's
receipt of (i) a written affirmation by the director or officer of his good
faith belief that he has met the standard of conduct necessary for

                                      II-3
<PAGE>
 
indemnification by the corporation as authorized by the Bylaws and (ii) a
written statement by or on his behalf to repay the amount paid or reimbursed by
the corporation if it shall ultimately be determined that the standard of
conduct was not met.

     The Company has entered into separate employment agreements with each of
its executive officers, pursuant to which the Company is required, to the
maximum extent permitted by Maryland law, to indemnify such officers and to pay
such persons' expenses in defending any civil or criminal proceeding in advance
of final disposition of such proceeding.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.   EXHIBITS.

<TABLE> 
<CAPTION> 
Exhibit No.     Description
-----------     -----------
<S>        <C> 
      4.1  Articles of Amendment and Restatement of the Company (incorporated
           by reference from Exhibit 3.1 of the Company's Quarterly Report on
           Form 10-Q for the period ended June 30, 1997).

      4.2  Certificate of Correction of the Company (incorporated by reference
           from Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q for
           the period ended June 30, 1997).

      4.3  Bylaws of the Company (incorporated by reference from Exhibit 3.3 of
           the Company's Quarterly Report on Form 10-Q for the period ended June
           30, 1997).

      4.4  Specimen certificate representing shares of Common Stock
           (incorporated by reference from Exhibit 4.1 of the Company's
           Registration Statement on Form S-11 (File No. 333-23545)).

      5.1  Opinion of Ballard Spahr Andrews & Ingersoll regarding the validity
           of the Common Stock being registered
 
      23.1 Consent of Ernst & Young LLP
</TABLE> 

                                      II-4
<PAGE>
 
<TABLE> 
<S>        <C> 
      23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit
           5.1)

      24.1 Power of Attorney (included on the signature page of this
           registration statement)
</TABLE> 

ITEM 9.    UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

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

               (A) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

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

               (C) To include any material information with respect to the plan
          of distribution not previously disclosed in the registration statement
          or any material change to such information in the registration
          statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
--------  -------                                                              
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those para-

                                      II-5
<PAGE>
 
graphs is contained in periodic reports filed with or furnished to the 
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference 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.

          (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 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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 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 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.

                                      II-6
<PAGE>
 
                                   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 Los Angeles, state of California, on this 22nd
day of August, 1997.


                                ALEXANDRIA REAL ESTATE EQUITIES, INC.



                                By: /s/ Joel S. Marcus
                                    --------------------------------------
                                   Joel S. Marcus, Chief Executive Officer
 
                                     II-7
<PAGE>
 
                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joel S. Marcus and Peter J. Nelson, and each of
them, his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, or his 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 has been signed below by the following persons in the
capacities and on the dates indicated.
 
 
   Signature                       Title                  Date
   ---------                       -----                  ----
 
/s/ Jerry M. Sudarsky     Chairman of the Board      August 22, 1997
-----------------------
Jerry M. Sudarsky

/s/ Joel S. Marcus        Chief Executive Officer    August 22, 1997
-----------------------   and Director
Joel S. Marcus
 
/s/ Alan D. Gold          President and Director     August 22, 1997
-----------------------
Alan D. Gold
 
/s/ Peter J. Nelson       Chief Financial Officer,   August 22, 1997
-----------------------   Treasurer and Secretary
Peter J. Nelson                                  
 
                          Director                   August 22, 1997
-----------------------
Joseph Elmaleh

                                     II-8
<PAGE>
 
/s/ Viren Mehta      Director   August 22, 1997
-------------------
Viren Mehta

/s/ David Petrone    Director   August 22, 1997
-------------------
David Petrone
 
/s/ Anthony Solomon  Director   August 22, 1997
-------------------
Anthony Solomon

                                     II-9

<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

<TABLE> 
<CAPTION> 
Exhibit No.       Description
-----------       -----------
<S>        <C> 
      4.1  Articles of Amendment and Restatement of the Company (incorporated
           by reference from Exhibit 3.1 of the Company's Quarterly Report on
           Form 10-Q for the period ended June 30, 1997).

      4.2  Certificate of Correction of the Company (incorporated by reference
           from Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q for
           the period ended June 30, 1997).

      4.3  Bylaws of the Company (incorporated by reference from Exhibit 3.3 of
           the Company's Quarterly Report on Form 10-Q for the period ended June
           30, 1997).

      4.4  Specimen certificate representing shares of Common Stock
           (incorporated by reference from Exhibit 4.1 of the Company's
           Registration Statement on Form S-11 (File No. 333-23545)).

      5.1  Opinion of Ballard Spahr Andrews & Ingersoll regarding the validity
           of the Common Stock being registered
 
      23.1 Consent of Ernst & Young LLP

      23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit
           5.1)

      24.1 Power of Attorney (included on the signature page of this
           registration statement)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 22940}]
{"company-data": {"conformed-name": "ALEXANDRIA REAL ESTATE EQUITIES INC", "cik": "0001035443", "assigned-sic": "6798", "irs-number": "954502084", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34223", "film-number": "97668545"}, "business-address": {"street1": "251 SOUTH LAKE AVENUE", "street2": "SUITE 700", "city": "PASEDENA", "state": "CA", "zip": "91101", "phone": "8185780777"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 1997.
                                                        REGISTRATION NO. 333-

================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                         -----------------------------

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

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

                     ALEXANDRIA REAL ESTATE EQUITIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

         MARYLAND                                   95-4502084
(State or Other Jurisdiction of            (IRS Employer Identification No.)
 Incorporation or Organization)

                        251 SOUTH LAKE AVENUE, SUITE 700
                          PASADENA, CALIFORNIA  91101
         (Address, Including Zip Code, of Principal Executive Offices)

  1997 STOCK AWARD AND INCENTIVE PLAN OF ALEXANDRIA REAL ESTATE EQUITIES, INC.
                            (Full Title of the Plan)

                                 JOEL S. MARCUS
                            CHIEF EXECUTIVE OFFICER
                     ALEXANDRIA REAL ESTATE EQUITIES, INC.
                        251 SOUTH LAKE AVENUE, SUITE 700
                           PASADENA, CALIFORNIA 91101
                                 (626) 578-0777
           (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)

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

                                    COPY TO:

         MICHAEL A. WORONOFF, ESQ.                JAMES J. HANKS, JR., ESQ.
 SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP     BALLARD SPAHR ANDREWS & INGERSOLL
          300 SOUTH GRAND AVENUE                   300 EAST LOMBARD STREET
                SUITE 3400                               SUITE 1900
      LOS ANGELES, CALIFORNIA  90071             BALTIMORE, MARYLAND  21202
              (213) 687-5000                            (410) 528-5600

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

                        CALCULATION OF REGISTRATION FEE
===================================================================================================================== 
 Title of Securities to be      Amount to be         Proposed Maximum          Proposed Maximum          Amount of
 Registered                    Registered (1)   Offering Price Per Share     Aggregate Offering         Registration
                                                                                    Price                   Fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, par                 680,000 (2)           $20.57(3)                 $13,987,600            $4,238.67
  value $.01 per share

Common Stock, par                 220,000 (4)           $26.09(5)                 $ 5,739,800(5)         $1,739.33(6)
  value $.01 per share
 
TOTAL                              900,000                                        $19,727,400            $5,978
=====================================================================================================================
(1) Plus such additional number of shares of Common Stock as may be issuable
    pursuant to the antidilution provisions of the 1997 Stock Award and
    Incentive Plan of Alexandria Real Estate Equities, Inc. (the "Plan").
(2) Represents the number of shares of Common Stock that may be purchased upon
    exercise of stock options outstanding under the Plan as of the date hereof.
(3) Represents the weighted average exercise price of the outstanding stock
    options being registered hereby.
(4) Represents the maximum number of unallocated shares of Common Stock reserved
    for issuance upon exercise of stock options that have not yet been granted
    under the Plan.
(5) Estimated solely for purposes of calculating the registration fee.
(6) Calculated pursuant to Rules 457(c) and (h) based upon the average of the
    high and low sale prices of the Common Stock on the New York Stock Exchange
    on August 20, 1997, which was $26.09.
                               _________________
EXPLANATORY NOTE

     This Registration Statement covers (i) 680,000 shares of common stock, par
value $.01 per share (the "Common Stock"), of Alexandria Real Estate Equities,
Inc. (the "Company"), that may be issued upon the exercise of stock options
previously granted under the Plan, and (ii) 220,000 shares of Common Stock
reserved by the Company for issuance upon exercise of stock options that have
not yet been granted under the Plan.  Pursuant to Rule 428 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), the Company will
deliver a prospectus meeting the requirements of Part I of Form S-8, as amended,
to all participants in the Plan.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     Incorporated by reference in this Registration Statement are the following
documents filed with the Securities and Exchange Commission (the "Commission"):

          (a) The Company's Prospectus, dated May 27, 1997, filed pursuant to
              Rule 424(b) under the Securities Act, relating to the initial
              public offering of the Common Stock;

          (b) All reports of the Company filed pursuant to Section 13(a) or
              15(d) of the Securities Exchange Act of 1934, as amended (the
              "Exchange Act"), since the end of the Company's most recent fiscal
              year; and

          (c) The description of the Common Stock included in the Company's
              Registration Statement on Form 8-A, filed May 14, 1997, pursuant
              to Section 12(b) of the Exchange Act, including any amendment or
              report filed for the purpose of updating such information.

     In addition, all documents subsequently filed by the Company 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 herein

                                      II-1
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     The Maryland General Corporation Law, as amended ("MGCL"), permits a
Maryland corporation to include in its charter a provision limiting the
liability of its directors and officers to the corporation and its stockholders
for money damages except for liability resulting from (i) actual receipt of an
improper benefit or profit in money, property or services, or (ii) active and
deliberate dishonesty established by a final judgment as being material to the
cause of action.  The charter of the Company (the "Charter") contains a 
provision that eliminates such liability to the maximum extent permitted by the
MGCL.

     The Charter authorizes the Company, to the maximum extent permitted by
Maryland law, to obligate itself to indemnify and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to (i) any present or
former director or officer or (ii) any individual who, while a director of the
Company and at the request of the Company, serves or has served another
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise as a director, officer, partner or trustee from and against any
claim or liability to which such person may become subject or to

                                      II-2
which such person may incur by reason of his or her serving as a present or
former director or officer of the Company.

     The Company's bylaws (the "Bylaws") obligate the Company, to the maximum
extent permitted by Maryland law, to indemnify and to pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to (i) any
present or former director or officer who is made a party to the proceeding by
reason of his service in that capacity or (ii) any individual who, while a
director of the Company and at the request of the Company, serves or has served
another corporation, partnership, joint venture, trust, employee benefit plan or
any other enterprise as a director, officer, partner or trustee and who is made
a party to the proceeding by reason of his service in that capacity.  The
Charter and Bylaws also permit the Company, with the approval of the Board of
Directors, to indemnify and advance expenses to any person who served a
predecessor of the Company in any of the capacities described above and to any
employee or agent of the Company or a predecessor of the Company.

     The MGCL 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 his service in that capacity.  The MGCL
permits a corporation to indemnify its present and former directors and
officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made a party by reason of their service in those or other
capacities unless it is established that (i) the act or omission of the director
or officer was material to the matter giving rise to the proceeding and (a) was
committed in bad faith or (b) was the result of active and deliberate
dishonesty, (ii) the director or officer actually received an improper personal
benefit in money, property or services or (iii) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful.  However, under the MGCL, a Maryland corporation may
not indemnify for an adverse judgment in a suit by or in the right of the
corporation or for a judgment of liability on the basis that personal benefit
was improperly received, unless, in either case, a court orders indemnification
and then only for expenses.  In addition, the MGCL permits a corporation to
advance reasonable expenses to a director or officer upon the corporation's
receipt of (i) a written affirmation by the director or officer of his good
faith belief that he has met the standard of conduct necessary for

                                      II-3
indemnification by the corporation as authorized by the Bylaws and (ii) a
written statement by or on his behalf to repay the amount paid or reimbursed by
the corporation if it shall ultimately be determined that the standard of
conduct was not met.

     The Company has entered into separate employment agreements with each of
its executive officers, pursuant to which the Company is required, to the
maximum extent permitted by Maryland law, to indemnify such officers and to pay
such persons' expenses in defending any civil or criminal proceeding in advance
of final disposition of such proceeding.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.   EXHIBITS.
Exhibit No.     Description
-----------     -----------
4.1  Articles of Amendment and Restatement of the Company (incorporated
           by reference from Exhibit 3.1 of the Company's Quarterly Report on
           Form 10-Q for the period ended June 30, 1997).

      4.2  Certificate of Correction of the Company (incorporated by reference
           from Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q for
           the period ended June 30, 1997).

      4.3  Bylaws of the Company (incorporated by reference from Exhibit 3.3 of
           the Company's Quarterly Report on Form 10-Q for the period ended June
           30, 1997).

      4.4  Specimen certificate representing shares of Common Stock
           (incorporated by reference from Exhibit 4.1 of the Company's
           Registration Statement on Form S-11 (File No. 333-23545)).

      5.1  Opinion of Ballard Spahr Andrews & Ingersoll regarding the validity
           of the Common Stock being registered
 
      23.1 Consent of Ernst & Young LLP
II-4
23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit
           5.1)

      24.1 Power of Attorney (included on the signature page of this
           registration statement)
ITEM 9.    UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

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

               (A) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

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

               (C) To include any material information with respect to the plan
          of distribution not previously disclosed in the registration statement
          or any material change to such information in the registration
          statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
--------  -------                                                              
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those para-

                                      II-5
graphs is contained in periodic reports filed with or furnished to the 
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference 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.

          (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 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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 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 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.

                                      II-6
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 Los Angeles, state of California, on this 22nd
day of August, 1997.

                                ALEXANDRIA REAL ESTATE EQUITIES, INC.

                                By: /s/ Joel S. Marcus
                                    --------------------------------------
                                   Joel S. Marcus, Chief Executive Officer
 
                                     II-7
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joel S. Marcus and Peter J. Nelson, and each of
them, his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, or his 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 has been signed below by the following persons in the
capacities and on the dates indicated.
 
 
   Signature                       Title                  Date
   ---------                       -----                  ----
 
/s/ Jerry M. Sudarsky     Chairman of the Board      August 22, 1997
-----------------------
Jerry M. Sudarsky

/s/ Joel S. Marcus        Chief Executive Officer    August 22, 1997
-----------------------   and Director
Joel S. Marcus
 
/s/ Alan D. Gold          President and Director     August 22, 1997
-----------------------
Alan D. Gold
 
/s/ Peter J. Nelson       Chief Financial Officer,   August 22, 1997
-----------------------   Treasurer and Secretary
Peter J. Nelson                                  
 
                          Director                   August 22, 1997
-----------------------
Joseph Elmaleh

                                     II-8
/s/ Viren Mehta      Director   August 22, 1997
-------------------
Viren Mehta

/s/ David Petrone    Director   August 22, 1997
-------------------
David Petrone
 
/s/ Anthony Solomon  Director   August 22, 1997
-------------------
Anthony Solomon

                                     II-9
EXHIBIT INDEX
                                 -------------
Exhibit No.       Description
-----------       -----------
4.1  Articles of Amendment and Restatement of the Company (incorporated
           by reference from Exhibit 3.1 of the Company's Quarterly Report on
           Form 10-Q for the period ended June 30, 1997).

      4.2  Certificate of Correction of the Company (incorporated by reference
           from Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q for
           the period ended June 30, 1997).

      4.3  Bylaws of the Company (incorporated by reference from Exhibit 3.3 of
           the Company's Quarterly Report on Form 10-Q for the period ended June
           30, 1997).

      4.4  Specimen certificate representing shares of Common Stock
           (incorporated by reference from Exhibit 4.1 of the Company's
           Registration Statement on Form S-11 (File No. 333-23545)).

      5.1  Opinion of Ballard Spahr Andrews & Ingersoll regarding the validity
           of the Common Stock being registered
 
      23.1 Consent of Ernst & Young LLP

      23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit
           5.1)

      24.1 Power of Attorney (included on the signature page of this
           registration statement)