<PAGE>
 
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1997
                                                           Registration No. 333-
--------------------------------------------------------------------------------

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                      
                                  --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933

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

                           KILROY REALTY CORPORATION
             (Exact name of registrant as specified in its charter)


         MARYLAND                                       95-4598246
(State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                   Identification No.)
2250 EAST IMPERIAL HIGHWAY
EL SEGUNDO, CALIFORNIA                                       90245
(Address of principal executive offices)                  (Zip Code)
       
                                  --------------

                    THE 1997 STOCK OPTION AND INCENTIVE PLAN
                            (Full Title of the Plan)

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

                             RICHARD E. MORAN JR.
                           EXECUTIVE VICE PRESIDENT,
                     CHIEF FINANCIAL OFFICER AND SECRETARY
                           KILROY REALTY CORPORATION
                           2250 EAST IMPERIAL HIGHWAY
                          EL SEGUNDO, CALIFORNIA 90245
                                 (310) 563-5500
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

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

                                   Copies to:
                         Edward Sonnenschein, Jr., Esq.
                            J. Scott Hodgkins, Esq.
                                Latham & Watkins
                       633 West Fifth Street, Suite 4000
                         Los Angeles, California 90071
                                 (213) 485-1234

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

                        CALCULATION OF REGISTRATION FEE

<TABLE> 
<CAPTION> 
-------------------------------------------------------------------------------------------------
 
                                                                     Proposed
                                     Amount          Proposed        Maximum
                                   of Shares          Maximum       Aggregate     Amount of
Title of Each Class of               to be        Offering Price     Offering    Registration
 Securities to be Registered     Registered (1)    Per Share (2)    Price (2)        Fee 
-------------------------------------------------------------------------------------------------
<S>                              <C>              <C>             <C>            <C>
Common Stock,                        1,500,000          $  23.00   $34,070,375      $10,051
$.01 par value                                          $  25.00
                                                        $25.3125
                                                        $  27.25
                                                        $    .01
                                                        $27.3125
=================================================================================================
</TABLE>

(1) The 1997 Stock Option and Incentive Plan (the "Plan") authorizes the
    issuance of a maximum of 1,500,000 shares of common stock (the "Common
    Stock") of Kilroy Realty Corporation (the "Company").  Of such shares of
    Common Stock, 100,000 shares have been issued as restricted shares of Common
    Stock and 1,185,000 shares of Common Stock are subject to presently
    outstanding options granted under the Plan as of the date hereof.

(2) Pursuant to Rule 457(h), the Proposed Maximum Offering Price Per Share is
    based upon (a)(i) the exercise price per share ($23.00) of presently
    outstanding options to purchase 815,000 shares of Common Stock, (ii) the
    exercise price per share ($25.00) of presently outstanding options to
    purchase 250,000 shares of Common Stock, (iii) the exercise price per share
    ($25.3125) of presently outstanding options to purchase 35,000 shares of
    Common Stock,  (iv) the exercise price per share ($27.25) of presently
    outstanding options to purchase 85,000 shares of Common Stock, and (v) the
    price per share ($.01) for 100,000 presently outstanding restricted shares
    of Common Stock, and (b) for the remaining 215,000 shares of Common Stock,
    the average of the high and low sales prices per share ($27.3125) of the
    Company's Common Stock on the New York Stock Exchange as of December 18,
    1997.

                               Page 1 of 7 pages

                        Exhibit Index appears on page 7
<PAGE>
 
                                     PART I

                          INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

       The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to plan
participants as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").  Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act.  These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof),
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.

                                    PART II

                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The registrant, Kilroy Realty Corporation, a Maryland corporation (the
"Company"), hereby incorporates by reference the following documents in this
Registration Statement by reference:

       (a)  Description of the Company's Common Stock contained in the
            Registration Statement on Form S-11 filed with the Securities and
            Exchange Commission (the "Commission") pursuant to the Securities
            Act on July 28, 1997 (Registration No. 333-32261), as amended by
            Amendment No. 1 thereto filed with the Commission on August 4, 1997,
            and as amended by Amendment No. 2 thereto filed with the Commission
            on August 14, 1997;

       (b)  The Company's Prospectus dated August 14, 1997 filed in connection
            with the Registration Statement referred to in item 3(a) above
            pursuant to Rule 424(b) under the Securities Act;

       (c)  The Company's quarterly reports on Form 10-Q for the quarters ended
            March 31, 1997, June 30, 1997 and September 30, 1997; and

       (d)  The Company's current reports on Form 8-K filed October 29, 1997 and
            November 7, 1997, and the Company's amended current report on Form
            8-K/A filed  December 19, 1997.

       All documents 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, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing 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 or is 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.

       The Company's Common Stock is registered pursuant to Section 12 of the
Exchange Act and, therefore, the description of securities is omitted.

                               Page 2 of 7 pages
<PAGE>
 
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 2-418 of the Maryland General Corporation Law ("MGCL") permits
a corporation to indemnify its directors and officers and certain other parties
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. Indemnification may be made against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by the director or officer
in connection with the proceeding; provided, however, that if the proceeding is
one by or in the right of the corporation, indemnification may not be made with
respect to any proceeding in which the director or officer has been adjudged to
be liable to the corporation. In addition, a director or officer may not be
indemnified with respect to any proceeding charging improper personal benefit to
the director or officer, whether or not involving action in the director's or
officer's official capacity, in which the director or officer was adjudged to be
liable on the basis that personal benefit was received. The termination of any
proceeding by conviction, or upon a plea of nolo contendere or its equivalent,
or an entry of any order of probation prior to judgment, creates a rebuttable
presumption that the director or officer did not meet the requisite standard of
conduct required for indemnification to be permitted.

         In addition, Section 2-418 of the MGCL requires that, unless prohibited
by its charter, a corporation may indemnify any director or officer who is made
a party to any proceeding by reason of service in that capacity against
reasonable expenses incurred by the director or officer in connection with the
proceeding, in the event that the director or officer is successful, on the
merits or otherwise, in the defense of the proceeding.

         The Company's Charter and Bylaws provide in effect for the
indemnification by the Company of the directors and officers of the Company to
the fullest extent permitted by applicable law.  The Company has purchased
directors' and officers' liability insurance for the benefit of its directors
and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                               Page 3 of 7 pages
<PAGE>
 
ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>

Exhibit No.           Description
-----------           -----------
 
<C>                   <S>
    3.1               Articles of Amendment and Restatement of the Company (filed as Exhibit 3.1
                      to the Company's Registration Statement on Form S-11 (Registration No.
                      333-15553) and incorporated herein by reference).
    3.2               Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the
                      Company's Registration Statement on Form S-11 (Registration No. 333-15553)
                      and incorporated herein by reference).
    4.1               Specimen of Common Stock certificate of the Company (filed as Exhibit 3.3 to
                      the  Company's Registration Statement on Form S-11 (Registration No.
                      333-15553) and incorporated herein by reference).
    4.2               1997 Stock Option and Incentive Plan (filed as Exhibit 10.6 to the Company's
                      Registration Statement on Form S-11 (Registration No. 333-15553) and
                      incorporated herein by reference).
   *5.1               Opinion of Ballard Spahr Andrews & Ingersoll as to the legality of the
                      securities being registered hereby.
  *23.1               Consent of Deloitte & Touche LLP.
  *23.2               Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5.1
                      hereto).
  *24.1               Power of Attorney (included on page 6).
</TABLE>
_______________________
* Filed herewith

ITEM 9.  UNDERTAKINGS.

       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;

            (b) To reflect in the prospectus any facts or events arising after
       the effective date of this 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 end 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 a 20% change in the maximum
       aggregate offering price set forth in the "Calculation of Registration
       Fee" table in the effective registration statement; and

                               Page 4 of 7 pages
<PAGE>
 
            (c) To include any material information with respect to the plan of
       distribution not previously disclosed in this Registration Statement or
       any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(a) and (1)(b) shall not apply to
information 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 this 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.

       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 this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

       Insofar as indemnification for liabilities arising under the Securities
Act 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 5 of 7 pages
<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 El Segundo, State of California, on this 22nd
day of December 1997.

                              KILROY REALTY CORPORATION


                              By:   /s/ John B. Kilroy, Jr.
                                    --------------------------------
                                    John B. Kilroy, Jr.
                                    President, Chief Executive Officer and
                                    Director

                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John B. Kilroy, Jr., Jeffrey C. Hawken, Richard
E. Moran Jr., Tyler H. Rose, Ann Marie Whitney, and each of them, with full
power to act without the other, such person's true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign this Registration
Statement, and any and all amendments thereto (including post-effective
amendments), and to file the same, with exhibits and schedules 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
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                                         TITLE                                      DATE
---------                                         -----                                      ----
<S>                                               <C>                                         <C>
   /s/ John B. Kilroy, Sr.                        Chairman of the Board and                   December 22, 1997
---------------------------------------           Director
         John B. Kilroy, Sr.

   /s/ John B. Kilroy, Jr.                        President, Chief Executive                  December 22, 1997
---------------------------------------           Officer and Director
         John B. Kilroy, Jr.                      (Principal Executive Officer)                                  
 
                                                                                   
   /s/ Richard E. Moran Jr.                       Executive Vice President, Chief             December 22, 1997 
---------------------------------------           Financial Officer and Secretary  
         Richard E. Moran Jr.                     (Principal Financial Officer)    

   /s/ William P. Dickey                          Director                                    December 22, 1997
---------------------------------------
         William P. Dickey

   /s/ Matthew J. Hart                            Director                                    December 22, 1997
---------------------------------------
         Matthew J. Hart

   /s/ Dale F. Kinsella                           Director                                    December 22, 1997
---------------------------------------
         Dale F. Kinsella

   /s/ Richard S. Allen                           Director                                    December 22, 1997
---------------------------------------
         Richard S. Allen

   /s/ John R. D'Eathe                            Director                                    December 22, 1997
---------------------------------------
         John R. D'Eathe

   /s/ Ann Marie Whitney                          Vice President and Controller               December 22, 1997
---------------------------------------           (Principal Accounting Officer)
         Ann Marie Whitney
</TABLE>

                               Page 6 of 7 pages
<PAGE>
 
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Exhibit No.           Description
-----------           -----------
<S>                   <C> 
  
      3.1             Articles of Amendment and Restatement of the Company (filed as Exhibit 3.1
                      to the Company's Registration Statement on Form S-11 (Registration No.
                      333-15553) and incorporated herein by reference).
      3.2             Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the
                      Company's Registration Statement on Form S-11 (Registration No. 333-15553)
                      and incorporated herein by reference).
      4.1             Specimen of Common Stock certificate of the Company (filed as Exhibit 3.3 to
                      the  Company's Registration Statement on Form S-11 (Registration No.
                      333-15553) and incorporated herein by reference).
      4.2             1997 Stock Option and Incentive Plan (filed as Exhibit 10.6 to the Company's
                      Registration Statement on Form S-11 (Registration No. 333-15553) and
                      incorporated herein by reference).
     *5.1             Opinion of Ballard Spahr Andrews & Ingersoll as to the legality of the
                      securities being registered hereby.
    *23.1             Consent of Deloitte & Touche LLP.
    *23.2             Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5.1
                      hereto).
    *24.2             Power of Attorney (included on page 6).
</TABLE>
_______________________
* Filed herewith

                               Page 7 of 7 pages
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24035}]
{"company-data": {"conformed-name": "KILROY REALTY CORP", "cik": "0001025996", "assigned-sic": "6798", "irs-number": "954598246", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43227", "film-number": "97744046"}, "business-address": {"street1": "2250 E IMPERIAL HWY", "street2": "C/O KILROY INDUSTRIES", "city": "EL SEGUNDO", "state": "CA", "zip": "90245", "phone": "3105635500"}, "mail-address": {"street1": "C/O KILROY INDUSTRIES", "street2": "2250 E IMPERIAL HIGHWAY #1200", "city": "EL SEGUNDO", "state": "CA", "zip": "90245"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1997
                                                           Registration No. 333-
--------------------------------------------------------------------------------

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                      
                                  --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933

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

                           KILROY REALTY CORPORATION
             (Exact name of registrant as specified in its charter)

         MARYLAND                                       95-4598246
(State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                   Identification No.)
2250 EAST IMPERIAL HIGHWAY
EL SEGUNDO, CALIFORNIA                                       90245
(Address of principal executive offices)                  (Zip Code)
       
                                  --------------

                    THE 1997 STOCK OPTION AND INCENTIVE PLAN
                            (Full Title of the Plan)

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

                             RICHARD E. MORAN JR.
                           EXECUTIVE VICE PRESIDENT,
                     CHIEF FINANCIAL OFFICER AND SECRETARY
                           KILROY REALTY CORPORATION
                           2250 EAST IMPERIAL HIGHWAY
                          EL SEGUNDO, CALIFORNIA 90245
                                 (310) 563-5500
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

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

                                   Copies to:
                         Edward Sonnenschein, Jr., Esq.
                            J. Scott Hodgkins, Esq.
                                Latham & Watkins
                       633 West Fifth Street, Suite 4000
                         Los Angeles, California 90071
                                 (213) 485-1234

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

                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------
 
                                                                     Proposed
                                     Amount          Proposed        Maximum
                                   of Shares          Maximum       Aggregate     Amount of
Title of Each Class of               to be        Offering Price     Offering    Registration
 Securities to be Registered     Registered (1)    Per Share (2)    Price (2)        Fee 
-------------------------------------------------------------------------------------------------
Common Stock,                        1,500,000          $  23.00   $34,070,375      $10,051
$.01 par value                                          $  25.00
                                                        $25.3125
                                                        $  27.25
                                                        $    .01
                                                        $27.3125
=================================================================================================
(1) The 1997 Stock Option and Incentive Plan (the "Plan") authorizes the
    issuance of a maximum of 1,500,000 shares of common stock (the "Common
    Stock") of Kilroy Realty Corporation (the "Company").  Of such shares of
    Common Stock, 100,000 shares have been issued as restricted shares of Common
    Stock and 1,185,000 shares of Common Stock are subject to presently
    outstanding options granted under the Plan as of the date hereof.

(2) Pursuant to Rule 457(h), the Proposed Maximum Offering Price Per Share is
    based upon (a)(i) the exercise price per share ($23.00) of presently
    outstanding options to purchase 815,000 shares of Common Stock, (ii) the
    exercise price per share ($25.00) of presently outstanding options to
    purchase 250,000 shares of Common Stock, (iii) the exercise price per share
    ($25.3125) of presently outstanding options to purchase 35,000 shares of
    Common Stock,  (iv) the exercise price per share ($27.25) of presently
    outstanding options to purchase 85,000 shares of Common Stock, and (v) the
    price per share ($.01) for 100,000 presently outstanding restricted shares
    of Common Stock, and (b) for the remaining 215,000 shares of Common Stock,
    the average of the high and low sales prices per share ($27.3125) of the
    Company's Common Stock on the New York Stock Exchange as of December 18,
    1997.

                               Page 1 of 7 pages

                        Exhibit Index appears on page 7
PART I

                          INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

       The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to plan
participants as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").  Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act.  These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof),
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.

                                    PART II

                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

       The registrant, Kilroy Realty Corporation, a Maryland corporation (the
"Company"), hereby incorporates by reference the following documents in this
Registration Statement by reference:

       (a)  Description of the Company's Common Stock contained in the
            Registration Statement on Form S-11 filed with the Securities and
            Exchange Commission (the "Commission") pursuant to the Securities
            Act on July 28, 1997 (Registration No. 333-32261), as amended by
            Amendment No. 1 thereto filed with the Commission on August 4, 1997,
            and as amended by Amendment No. 2 thereto filed with the Commission
            on August 14, 1997;

       (b)  The Company's Prospectus dated August 14, 1997 filed in connection
            with the Registration Statement referred to in item 3(a) above
            pursuant to Rule 424(b) under the Securities Act;

       (c)  The Company's quarterly reports on Form 10-Q for the quarters ended
            March 31, 1997, June 30, 1997 and September 30, 1997; and

       (d)  The Company's current reports on Form 8-K filed October 29, 1997 and
            November 7, 1997, and the Company's amended current report on Form
            8-K/A filed  December 19, 1997.

       All documents 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, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing 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 or is 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.

       The Company's Common Stock is registered pursuant to Section 12 of the
Exchange Act and, therefore, the description of securities is omitted.

                               Page 2 of 7 pages
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 2-418 of the Maryland General Corporation Law ("MGCL") permits
a corporation to indemnify its directors and officers and certain other parties
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. Indemnification may be made against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by the director or officer
in connection with the proceeding; provided, however, that if the proceeding is
one by or in the right of the corporation, indemnification may not be made with
respect to any proceeding in which the director or officer has been adjudged to
be liable to the corporation. In addition, a director or officer may not be
indemnified with respect to any proceeding charging improper personal benefit to
the director or officer, whether or not involving action in the director's or
officer's official capacity, in which the director or officer was adjudged to be
liable on the basis that personal benefit was received. The termination of any
proceeding by conviction, or upon a plea of nolo contendere or its equivalent,
or an entry of any order of probation prior to judgment, creates a rebuttable
presumption that the director or officer did not meet the requisite standard of
conduct required for indemnification to be permitted.

         In addition, Section 2-418 of the MGCL requires that, unless prohibited
by its charter, a corporation may indemnify any director or officer who is made
a party to any proceeding by reason of service in that capacity against
reasonable expenses incurred by the director or officer in connection with the
proceeding, in the event that the director or officer is successful, on the
merits or otherwise, in the defense of the proceeding.

         The Company's Charter and Bylaws provide in effect for the
indemnification by the Company of the directors and officers of the Company to
the fullest extent permitted by applicable law.  The Company has purchased
directors' and officers' liability insurance for the benefit of its directors
and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                               Page 3 of 7 pages
ITEM 8.  EXHIBITS.
Exhibit No.           Description
-----------           -----------
3.1               Articles of Amendment and Restatement of the Company (filed as Exhibit 3.1
                      to the Company's Registration Statement on Form S-11 (Registration No.
                      333-15553) and incorporated herein by reference).
    3.2               Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the
                      Company's Registration Statement on Form S-11 (Registration No. 333-15553)
                      and incorporated herein by reference).
    4.1               Specimen of Common Stock certificate of the Company (filed as Exhibit 3.3 to
                      the  Company's Registration Statement on Form S-11 (Registration No.
                      333-15553) and incorporated herein by reference).
    4.2               1997 Stock Option and Incentive Plan (filed as Exhibit 10.6 to the Company's
                      Registration Statement on Form S-11 (Registration No. 333-15553) and
                      incorporated herein by reference).
   *5.1               Opinion of Ballard Spahr Andrews & Ingersoll as to the legality of the
                      securities being registered hereby.
  *23.1               Consent of Deloitte & Touche LLP.
  *23.2               Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5.1
                      hereto).
  *24.1               Power of Attorney (included on page 6).
_______________________
* Filed herewith

ITEM 9.  UNDERTAKINGS.

       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;

            (b) To reflect in the prospectus any facts or events arising after
       the effective date of this 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 end 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 a 20% change in the maximum
       aggregate offering price set forth in the "Calculation of Registration
       Fee" table in the effective registration statement; and

                               Page 4 of 7 pages
(c) To include any material information with respect to the plan of
       distribution not previously disclosed in this Registration Statement or
       any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(a) and (1)(b) shall not apply to
information 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 this 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.

       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 this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

       Insofar as indemnification for liabilities arising under the Securities
Act 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 5 of 7 pages
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 El Segundo, State of California, on this 22nd
day of December 1997.

                              KILROY REALTY CORPORATION

                              By:   /s/ John B. Kilroy, Jr.
                                    --------------------------------
                                    John B. Kilroy, Jr.
                                    President, Chief Executive Officer and
                                    Director

                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John B. Kilroy, Jr., Jeffrey C. Hawken, Richard
E. Moran Jr., Tyler H. Rose, Ann Marie Whitney, and each of them, with full
power to act without the other, such person's true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign this Registration
Statement, and any and all amendments thereto (including post-effective
amendments), and to file the same, with exhibits and schedules 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
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                         TITLE                                      DATE
---------                                         -----                                      ----
/s/ John B. Kilroy, Sr.                        Chairman of the Board and                   December 22, 1997
---------------------------------------           Director
         John B. Kilroy, Sr.

   /s/ John B. Kilroy, Jr.                        President, Chief Executive                  December 22, 1997
---------------------------------------           Officer and Director
         John B. Kilroy, Jr.                      (Principal Executive Officer)                                  
 
                                                                                   
   /s/ Richard E. Moran Jr.                       Executive Vice President, Chief             December 22, 1997 
---------------------------------------           Financial Officer and Secretary  
         Richard E. Moran Jr.                     (Principal Financial Officer)    

   /s/ William P. Dickey                          Director                                    December 22, 1997
---------------------------------------
         William P. Dickey

   /s/ Matthew J. Hart                            Director                                    December 22, 1997
---------------------------------------
         Matthew J. Hart

   /s/ Dale F. Kinsella                           Director                                    December 22, 1997
---------------------------------------
         Dale F. Kinsella

   /s/ Richard S. Allen                           Director                                    December 22, 1997
---------------------------------------
         Richard S. Allen

   /s/ John R. D'Eathe                            Director                                    December 22, 1997
---------------------------------------
         John R. D'Eathe

   /s/ Ann Marie Whitney                          Vice President and Controller               December 22, 1997
---------------------------------------           (Principal Accounting Officer)
         Ann Marie Whitney
Page 6 of 7 pages
INDEX TO EXHIBITS
Exhibit No.           Description
-----------           -----------
3.1             Articles of Amendment and Restatement of the Company (filed as Exhibit 3.1
                      to the Company's Registration Statement on Form S-11 (Registration No.
                      333-15553) and incorporated herein by reference).
      3.2             Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the
                      Company's Registration Statement on Form S-11 (Registration No. 333-15553)
                      and incorporated herein by reference).
      4.1             Specimen of Common Stock certificate of the Company (filed as Exhibit 3.3 to
                      the  Company's Registration Statement on Form S-11 (Registration No.
                      333-15553) and incorporated herein by reference).
      4.2             1997 Stock Option and Incentive Plan (filed as Exhibit 10.6 to the Company's
                      Registration Statement on Form S-11 (Registration No. 333-15553) and
                      incorporated herein by reference).
     *5.1             Opinion of Ballard Spahr Andrews & Ingersoll as to the legality of the
                      securities being registered hereby.
    *23.1             Consent of Deloitte & Touche LLP.
    *23.2             Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5.1
                      hereto).
    *24.2             Power of Attorney (included on page 6).
_______________________
* Filed herewith

                               Page 7 of 7 pages