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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported) February 19, 2004

                              BRE Properties, Inc.
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             (Exact name of registrant as specified in its charter)

          Maryland                      1-14306                  94-1722214
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(State or other jurisdiction       (Commission File             (IRS Employer
     of incorporation)                  Number)              Identification No.)

44 Montgomery Street, 36th floor, San Francisco, CA              94104-4809
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(Address of principal executive offices)                         (Zip Code)

       Registrant's telephone number, including area code (415) 445-6530

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          (Former name or former address if changed since last report)

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Item.5    On  February  19,  2004,  we  announced  that our  board of  directors
          approved  regular common and preferred stock dividends for the quarter
          ended March 31, 2004.

          The common  dividend of $0.4875 per share will be payable on March 31,
          2004 to  shareholders  of record as of March 15, 2004.  The  quarterly
          dividend  payment is  equivalent  to $1.95 per share on an  annualized
          basis, and an approximate 5.9% annualized yield,  based on yesterday's
          closing share price of $33.00.  The first quarter 2004 common dividend
          level  is  consistent   with   quarterly   dividends  paid  to  common
          shareholders in 2003. BRE has paid uninterrupted  quarterly  dividends
          to shareholders since the company's founding in 1970.

          The  preferred  dividend  of $0.505  per  share on BRE 8.08%  Series B
          Cumulative  Redeemable  Preferred  Stock also will be payable on March
          31, 2004 to shareholders of record as of March 15, 2004.

          About BRE Properties

          BRE Properties--a real estate investment trust--develops, acquires and
          manages  apartment  communities  convenient  to its  Customers'  work,
          shopping, entertainment and transit in supply-constrained Western U.S.
          markets.  BRE  directly  owns and  operates 84  apartment  communities
          totaling 23,493 units in California, Arizona, Washington, Oregon, Utah
          and  Colorado.   The  company  currently  has  seven  other  apartment
          communities  in  various  stages  of  development  and   construction,
          totaling  1,388 units,  and joint venture  interests in two additional
          apartment communities, totaling 488 units.


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                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                         (Registrant)

                  Date: February 19, 2004        By:  /s/ Edward F. Lange, Jr.
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