As filed with the Securities and Exchange Commission on December 7, 1999
                                                         File No. 333-
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                                    -----

                       HOMESTEAD VILLAGE INCORPORATED
           (Exact name of registrant as specified in its charter)

           MARYLAND                                    74-2770966
 (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

       2100 RiverEdge Parkway                               30328
         ATLANTA, GEORGIA                                 (Zip Code)
 (Address of principal executive offices)

            Registrant's telephone number, including area code:
                               (770) 303-2200

                       HOMESTEAD VILLAGE INCORPORATED
                       1999 LONG-TERM INCENTIVE PLAN
                          (Full title of the plan)

                              Jeffrey A. Klopf
                                 Secretary
                           2100 RiverEdge Parkway
                           Atlanta, Georgia 30328
                               (770) 303-2200
                            (Agent for Service)

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

                      CALCULATION OF REGISTRATION FEE
===============================================================================
                                        Proposed      Proposed
                                        Maximum       Maximum
Title of                                Offering      Aggregate     Amount of
Securities to          Amount to be      Price        Offering    Registration
be Registered           Registered      Per Share*     Price*          Fee
-------------------------------------------------------------------------------
Common Stock,
$.01 par value       6,000,000 Shares   $2.28125    $13,687,500.00   $3,613.50
===============================================================================

  *     Estimated solely for the purpose of computing the registration fee
        on the basis of the average of the high and low prices for the
        Common Stock as reported on the New York Stock Exchange on December
        6, 1999.

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

<PAGE>



                                  Part II

                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

Item 3.  Incorporation of documents by reference.

        The following documents, which have heretofore been filed by
Homestead Village Incorporated (the "Company" or "Registrant") with the
Securities and Exchange Commission (File No. 1-12269) are incorporated by
reference herein and shall be deemed to be a part hereof:

         (a)   Annual Report on Form 10-K for the year ended December 31, 1998,
               as amended;

         (b)   Quarterly Reports on Form 10-Q for the quarters ended
               March 31, 1999, June 30, 1999 and September 30, 1999;

         (c)   Current Reports on Form 8-K filed March 9, 1999, April
               14, 1999, May 3, 1999, May 4, 1999, May 17, 1999 and
               October 12, 1999 (as amended); and

         (d)   The description of Common Stock, $.01 par value per
               share, and the related Preferred Share Purchase Rights
               included in the Company's Registration Statement on Form
               8-A filed with the Commission on October 7, 1996;

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (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
herein by reference and shall be deemed a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

The validity of the issuance of the shares of Common Stock registered
hereunder will be passed upon for the Company by the law firm of Mayer,
Brown & Platt, Chicago, Illinois. Mayer, Brown & Platt has represented and
is currently representing the Company and certain of its affiliates.

Item 6.  Indemnification of Directors and Officers.

         Article Seventh of the Registrant's Charter provides as follows
with respect to indemnification of its directors and officers:

                  "The Corporation shall have the power, to the maximum
         extent permitted by Maryland law in effect from time to time, to
         obligate itself to indemnify and to pay or reimburse reasonable
         expenses in advance of final disposition of a proceeding to (a)
         any individual who is a present or former director or officer of
         the Corporation or (b) any individual who, while a director or
         officer of the Corporation and at the request of the Corporation,
         serves or has served as a director, officer, partner or trustee of
         another corporation, partnership, joint venture, trust, employee
         benefit plan or any other enterprise from and against any claim or
         liability which such person may incur by reason of his or her
         status as a present or former director or


<PAGE>

         officer of the Corporation. The Corporation shall have the power,
         with the approval of its Board of Directors, to provide such
         indemnification and advancement of expenses to a person who served
         a predecessor of the Corporation in any of the capacities
         described in (a) or (b) above and to any employee or agent of the
         Corporation or a predecessor of the Corporation."

         Article Eleventh of the Registrant's Charter provides as follows
with respect to limitation of liability of its directors and officers:

                  "To the maximum extent that Maryland law in effect from
         time to time permits limitation of the liability of directors and
         officers of a Maryland corporation, no director or officer of the
         Corporation shall be liable to the Corporation or its stockholders
         for money damages. Neither the amendment nor repeal of this
         Article ELEVENTH, nor the adoption or amendment of any other
         provision of the charter or Bylaws of the Corporation inconsistent
         with this Article ELEVENTH, shall apply to or affect in any
         respect the applicability of the preceding sentence with respect
         to any act or failure to act which occurred prior to such
         amendment, repeal or adoption."

         Article XII of the Registrant's Bylaws provides as follows with
respect to indemnification of its directors and officers:

                  "To the maximum extent permitted by Maryland law in
         effect from time to time, the Corporation, shall indemnify and,
         without requiring a preliminary determination of the ultimate
         entitlement to indemnification, shall pay or reimburse reasonable
         expenses in advance of final disposition of a proceeding to (a)
         any individual who is a present or former director or officer of
         the Corporation and who is made a party to the proceeding by
         reason of his service in that capacity or (b) any individual who,
         while a director of the Corporation and at the request of the
         Corporation, serves or has served another corporation,
         partnership, joint venture, trust, employee benefit plan or any
         other enterprise as a director, officer, partner or trustee of
         such corporation, partnership, joint venture, trust, employee
         benefit plan or other enterprise and who is made a party to the
         proceeding by reason of his service in that capacity. The
         Corporation may, with the approval of its Board of Directors,
         provide such indemnification and advance for expenses to a person
         who served a predecessor of the Corporation in any of the
         capacities described in (a) or (b) above and to any employee or
         agent of the Corporation or a predecessor of the Corporation."

                  "Neither the amendment nor repeal of this Article, nor
         the adoption or amendment of any other provision of the Bylaws or
         charter of the Corporation inconsistent with this Article, shall
         apply to or affect in any respect the applicability of the
         preceding paragraph with respect to any act or failure to act
         which occurred prior to such amendment, repeal or adoption."

         In addition, the Registrant has entered into indemnity agreements
with each of its officers and Directors which provide for reimbursement of
all expenses and liabilities of such officer or Director, arising out of
any lawsuit or claim against such officer or Director due to the fact that
he was or is serving as an officer or Director, except for such liabilities
and expenses (a) the payment of which is judicially determined to be
unlawful, (b) relating to claims under Section 16(b) of the Securities
Exchange Act of 1934, or (c) relating to judicially determined criminal
violations.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Index to Exhibits.

<PAGE>

Item 9.  Undertakings.

A.       Rule 415 Offering.

         The undersigned registrant hereby undertakes:

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

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

                    (ii)        To reflect in the prospectus any facts or
                                events arising after the effective date of
                                the registration statement (or the most
                                recent post-effective amendment thereof)
                                which, individually or in the aggregate,
                                represent a fundamental change in the
                                information set forth in the registration
                                statement;

                    (iii)       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
                                or Form S-8, and the information required
                                to be included in a post-effective
                                amendment by those paragraphs is contained
                                in periodic reports filed 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 of 1933, 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.         Filings Incorporating Subsequent Exchange Act Documents by Reference.

           The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, 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.         Indemnification of Directors and Officers.

           Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions of the
registrant's charter or by-laws 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
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of

<PAGE>

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 of 1933 and will be governed by the final adjudication
of such issue.


<PAGE>

                             POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of Homestead Village Incorporated hereby constitutes
and appoints C. Ronald Blankenship, David C. Dressler, Jr., Bryan J.
Flanagan, Jeffrey A. Klopf and Mark W. Pearson, and each of them, its or
his true and lawful attorneys-in-fact and agents, for it or him and in its
or his name, place and stead, in any and all capacities, (unless revoked in
writing), to sign any and all amendments to this registration statement
(including post-effective amendments thereto, and other documents in
connection therewith), to sign a registration statement filed with the
Securities and Exchange Commission pursuant to Rule 462(b) promulgated
under the Securities Act of 1933, as amended, and any and all amendments
thereto, and to file each such registration statement or amendment, with
all exhibits thereto, with the Securities and Exchange Commission, and
hereby grants to such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform any and all acts and things requisite
and necessary to be done, as fully and to all intents and purposes as it or
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.


<PAGE>

                                 SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all 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 Atlanta, State of Georgia, on the
7th day of December, 1999.

                                            HOMESTEAD VILLAGE INCORPORATED


                                            By /s/ David C. Dressler, Jr.
                                              -----------------------------
                                               David C. Dressler, Jr.
                                                President


           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/ C. Ronald Blankenship      Interim Chairman, Chief        December 7, 1999
  --------------------------     Executive Officer and Director
    C. Ronald Blankenship

  /s/ David C. Dressler, Jr.     President and Director         December 7, 1999
  --------------------------
    David C. Dressler, Jr.

  /s/ Bryan J. Flanagan          Senior Vice President and      December 7, 1999
  ---------------------------    Chief Accounting Officer
    Bryan J. Flanagan            (Principal) Financial and
                                 Accounting Officer)

  /s/ John P. Frazee, Jr.        Director                       December 7, 1999
  ---------------------------
    John P. Frazee, Jr.

  /s/ Manuel A. Garcia III       Director                       December 7, 1999
  ---------------------------
    Manuel A. Garcia III

  /s/ John C. Schweitzer         Director                       December 7, 1999
  ---------------------------
    John C. Schweitzer

  /s/ Eugene B. Vesell           Director                       December 7, 1999
  ---------------------------
    Eugene B. Vesell


<PAGE>

                               EXHIBIT INDEX


EXHIBIT
NUMBER                       DOCUMENT DESCRIPTION
--------                     --------------------

  4.1     Restated Homestead Charter (incorporated by reference to Exhibit 3.1
          to Homestead's Form S-4 Registration Statement (File No. 333-4455,
          the "Homestead S-4")).

  4.2     Amended and Restated Bylaws of Homestead (incorporated by reference
          to Exhibit 3.2 to the Homestead S-4).

  4.3     Rights Agreement, dated as of May 16, 1996, between Homestead and
          The First National Bank of Boston, as Rights Agent, including form
          of rights certificate (incorporated by reference to Exhibit 4.2 to
          the Homestead S-4).

  4.4     Form of stock certificate for shares of common stock of Homestead
          (incorporated by reference to Exhibit 4.8 to the Homestead Form S-4).

  4.5     Homestead Village Incorporated 1999 Long-Term Incentive Plan
          (incorporated by reference to Exhibit A to Homestead's Proxy
          Statement for its 1999 Annual Meeting of Shareholders).

   5      Opinion of Mayer, Brown & Platt as to the validity of the Common
          Stock being registered.

  15.1    Letter of Arthur Andersen LLP regarding unaudited interim financial
          information.

  23.1    Consent of Mayer, Brown & Platt (included in the opinion filed as
          Exhibit 5 to this Registration Statement).

  23.2    Consent of Arthur Andersen LLP.

  23.3    Consent of Ernst & Young LLP.

  24      Power of Attorney pursuant to which amendments to this Registration
          Statement may be filed (included on page II-5 of this Registration
          Statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20056}]
{"company-data": {"conformed-name": "HOMESTEAD VILLAGE INC", "cik": "0001013256", "assigned-sic": "7011", "irs-number": "742770966", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92279", "film-number": "99770314"}, "business-address": {"street1": "2100 RIVEREDGE PARKWAY", "street2": "9TH FL", "city": "ATLANTA", "state": "GA", "zip": "30328", "phone": "7703032200"}, "mail-address": {"street1": "2100 RIVEREDGE PARKWAY", "street2": "9TH FL", "city": "ATLANTA", "state": "GA", "zip": "30328"}, "former-company": {"former-conformed-name": "HOMESTEAD VILLAGE PROPERTIES INC", "date-changed": "19960430"}}
As filed with the Securities and Exchange Commission on December 7, 1999
                                                         File No. 333-
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                                    -----

                       HOMESTEAD VILLAGE INCORPORATED
           (Exact name of registrant as specified in its charter)

           MARYLAND                                    74-2770966
 (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

       2100 RiverEdge Parkway                               30328
         ATLANTA, GEORGIA                                 (Zip Code)
 (Address of principal executive offices)

            Registrant's telephone number, including area code:
                               (770) 303-2200

                       HOMESTEAD VILLAGE INCORPORATED
                       1999 LONG-TERM INCENTIVE PLAN
                          (Full title of the plan)

                              Jeffrey A. Klopf
                                 Secretary
                           2100 RiverEdge Parkway
                           Atlanta, Georgia 30328
                               (770) 303-2200
                            (Agent for Service)

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

                      CALCULATION OF REGISTRATION FEE
===============================================================================
                                        Proposed      Proposed
                                        Maximum       Maximum
Title of                                Offering      Aggregate     Amount of
Securities to          Amount to be      Price        Offering    Registration
be Registered           Registered      Per Share*     Price*          Fee
-------------------------------------------------------------------------------
Common Stock,
$.01 par value       6,000,000 Shares   $2.28125    $13,687,500.00   $3,613.50
===============================================================================

  *     Estimated solely for the purpose of computing the registration fee
        on the basis of the average of the high and low prices for the
        Common Stock as reported on the New York Stock Exchange on December
        6, 1999.

===============================================================================
Part II

                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

Item 3.  Incorporation of documents by reference.

        The following documents, which have heretofore been filed by
Homestead Village Incorporated (the "Company" or "Registrant") with the
Securities and Exchange Commission (File No. 1-12269) are incorporated by
reference herein and shall be deemed to be a part hereof:

         (a)   Annual Report on Form 10-K for the year ended December 31, 1998,
               as amended;

         (b)   Quarterly Reports on Form 10-Q for the quarters ended
               March 31, 1999, June 30, 1999 and September 30, 1999;

         (c)   Current Reports on Form 8-K filed March 9, 1999, April
               14, 1999, May 3, 1999, May 4, 1999, May 17, 1999 and
               October 12, 1999 (as amended); and

         (d)   The description of Common Stock, $.01 par value per
               share, and the related Preferred Share Purchase Rights
               included in the Company's Registration Statement on Form
               8-A filed with the Commission on October 7, 1996;

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (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
herein by reference and shall be deemed a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

The validity of the issuance of the shares of Common Stock registered
hereunder will be passed upon for the Company by the law firm of Mayer,
Brown & Platt, Chicago, Illinois. Mayer, Brown & Platt has represented and
is currently representing the Company and certain of its affiliates.

Item 6.  Indemnification of Directors and Officers.

         Article Seventh of the Registrant's Charter provides as follows
with respect to indemnification of its directors and officers:

                  "The Corporation shall have the power, to the maximum
         extent permitted by Maryland law in effect from time to time, to
         obligate itself to indemnify and to pay or reimburse reasonable
         expenses in advance of final disposition of a proceeding to (a)
         any individual who is a present or former director or officer of
         the Corporation or (b) any individual who, while a director or
         officer of the Corporation and at the request of the Corporation,
         serves or has served as a director, officer, partner or trustee of
         another corporation, partnership, joint venture, trust, employee
         benefit plan or any other enterprise from and against any claim or
         liability which such person may incur by reason of his or her
         status as a present or former director or
officer of the Corporation. The Corporation shall have the power,
         with the approval of its Board of Directors, to provide such
         indemnification and advancement of expenses to a person who served
         a predecessor of the Corporation in any of the capacities
         described in (a) or (b) above and to any employee or agent of the
         Corporation or a predecessor of the Corporation."

         Article Eleventh of the Registrant's Charter provides as follows
with respect to limitation of liability of its directors and officers:

                  "To the maximum extent that Maryland law in effect from
         time to time permits limitation of the liability of directors and
         officers of a Maryland corporation, no director or officer of the
         Corporation shall be liable to the Corporation or its stockholders
         for money damages. Neither the amendment nor repeal of this
         Article ELEVENTH, nor the adoption or amendment of any other
         provision of the charter or Bylaws of the Corporation inconsistent
         with this Article ELEVENTH, shall apply to or affect in any
         respect the applicability of the preceding sentence with respect
         to any act or failure to act which occurred prior to such
         amendment, repeal or adoption."

         Article XII of the Registrant's Bylaws provides as follows with
respect to indemnification of its directors and officers:

                  "To the maximum extent permitted by Maryland law in
         effect from time to time, the Corporation, shall indemnify and,
         without requiring a preliminary determination of the ultimate
         entitlement to indemnification, shall pay or reimburse reasonable
         expenses in advance of final disposition of a proceeding to (a)
         any individual who is a present or former director or officer of
         the Corporation and who is made a party to the proceeding by
         reason of his service in that capacity or (b) any individual who,
         while a director of the Corporation and at the request of the
         Corporation, serves or has served another corporation,
         partnership, joint venture, trust, employee benefit plan or any
         other enterprise as a director, officer, partner or trustee of
         such corporation, partnership, joint venture, trust, employee
         benefit plan or other enterprise and who is made a party to the
         proceeding by reason of his service in that capacity. The
         Corporation may, with the approval of its Board of Directors,
         provide such indemnification and advance for expenses to a person
         who served a predecessor of the Corporation in any of the
         capacities described in (a) or (b) above and to any employee or
         agent of the Corporation or a predecessor of the Corporation."

                  "Neither the amendment nor repeal of this Article, nor
         the adoption or amendment of any other provision of the Bylaws or
         charter of the Corporation inconsistent with this Article, shall
         apply to or affect in any respect the applicability of the
         preceding paragraph with respect to any act or failure to act
         which occurred prior to such amendment, repeal or adoption."

         In addition, the Registrant has entered into indemnity agreements
with each of its officers and Directors which provide for reimbursement of
all expenses and liabilities of such officer or Director, arising out of
any lawsuit or claim against such officer or Director due to the fact that
he was or is serving as an officer or Director, except for such liabilities
and expenses (a) the payment of which is judicially determined to be
unlawful, (b) relating to claims under Section 16(b) of the Securities
Exchange Act of 1934, or (c) relating to judicially determined criminal
violations.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Index to Exhibits.
Item 9.  Undertakings.

A.       Rule 415 Offering.

         The undersigned registrant hereby undertakes:

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

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

                    (ii)        To reflect in the prospectus any facts or
                                events arising after the effective date of
                                the registration statement (or the most
                                recent post-effective amendment thereof)
                                which, individually or in the aggregate,
                                represent a fundamental change in the
                                information set forth in the registration
                                statement;

                    (iii)       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
                                or Form S-8, and the information required
                                to be included in a post-effective
                                amendment by those paragraphs is contained
                                in periodic reports filed 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 of 1933, 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.         Filings Incorporating Subsequent Exchange Act Documents by Reference.

           The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, 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.         Indemnification of Directors and Officers.

           Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions of the
registrant's charter or by-laws 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
of 1933 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 of 1933 and will be governed by the final adjudication
of such issue.
POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of Homestead Village Incorporated hereby constitutes
and appoints C. Ronald Blankenship, David C. Dressler, Jr., Bryan J.
Flanagan, Jeffrey A. Klopf and Mark W. Pearson, and each of them, its or
his true and lawful attorneys-in-fact and agents, for it or him and in its
or his name, place and stead, in any and all capacities, (unless revoked in
writing), to sign any and all amendments to this registration statement
(including post-effective amendments thereto, and other documents in
connection therewith), to sign a registration statement filed with the
Securities and Exchange Commission pursuant to Rule 462(b) promulgated
under the Securities Act of 1933, as amended, and any and all amendments
thereto, and to file each such registration statement or amendment, with
all exhibits thereto, with the Securities and Exchange Commission, and
hereby grants to such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform any and all acts and things requisite
and necessary to be done, as fully and to all intents and purposes as it or
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all 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 Atlanta, State of Georgia, on the
7th day of December, 1999.

                                            HOMESTEAD VILLAGE INCORPORATED

                                            By /s/ David C. Dressler, Jr.
                                              -----------------------------
                                               David C. Dressler, Jr.
                                                President

           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/ C. Ronald Blankenship      Interim Chairman, Chief        December 7, 1999
  --------------------------     Executive Officer and Director
    C. Ronald Blankenship

  /s/ David C. Dressler, Jr.     President and Director         December 7, 1999
  --------------------------
    David C. Dressler, Jr.

  /s/ Bryan J. Flanagan          Senior Vice President and      December 7, 1999
  ---------------------------    Chief Accounting Officer
    Bryan J. Flanagan            (Principal) Financial and
                                 Accounting Officer)

  /s/ John P. Frazee, Jr.        Director                       December 7, 1999
  ---------------------------
    John P. Frazee, Jr.

  /s/ Manuel A. Garcia III       Director                       December 7, 1999
  ---------------------------
    Manuel A. Garcia III

  /s/ John C. Schweitzer         Director                       December 7, 1999
  ---------------------------
    John C. Schweitzer

  /s/ Eugene B. Vesell           Director                       December 7, 1999
  ---------------------------
    Eugene B. Vesell
EXHIBIT INDEX

EXHIBIT
NUMBER                       DOCUMENT DESCRIPTION
--------                     --------------------

  4.1     Restated Homestead Charter (incorporated by reference to Exhibit 3.1
          to Homestead's Form S-4 Registration Statement (File No. 333-4455,
          the "Homestead S-4")).

  4.2     Amended and Restated Bylaws of Homestead (incorporated by reference
          to Exhibit 3.2 to the Homestead S-4).

  4.3     Rights Agreement, dated as of May 16, 1996, between Homestead and
          The First National Bank of Boston, as Rights Agent, including form
          of rights certificate (incorporated by reference to Exhibit 4.2 to
          the Homestead S-4).

  4.4     Form of stock certificate for shares of common stock of Homestead
          (incorporated by reference to Exhibit 4.8 to the Homestead Form S-4).

  4.5     Homestead Village Incorporated 1999 Long-Term Incentive Plan
          (incorporated by reference to Exhibit A to Homestead's Proxy
          Statement for its 1999 Annual Meeting of Shareholders).

   5      Opinion of Mayer, Brown & Platt as to the validity of the Common
          Stock being registered.

  15.1    Letter of Arthur Andersen LLP regarding unaudited interim financial
          information.

  23.1    Consent of Mayer, Brown & Platt (included in the opinion filed as
          Exhibit 5 to this Registration Statement).

  23.2    Consent of Arthur Andersen LLP.

  23.3    Consent of Ernst & Young LLP.

  24      Power of Attorney pursuant to which amendments to this Registration
          Statement may be filed (included on page II-5 of this Registration
          Statement).