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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) November 24, 2003

                              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, California           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 November 24, 2003, we announced that our board of directors
                  has implemented a phased,  one-year executive succession plan,
                  culminating  with the  retirement  of Frank C.  McDowell,  our
                  president and chief executive  officer,  and the succession of
                  Constance  B.  Moore,  our  executive  vice  president,  chief
                  operating officer,  to the company's top position,  on January
                  1, 2005.  After that date,  Mr.  McDowell  will continue to be
                  associated with BRE, serving as an executive consultant to the
                  company and on the board of directors.

                  In the first phase of the plan, effective January 1, 2004, Mr.
                  McDowell  will  assume  the role of vice  chairman  and  chief
                  executive  officer;  Ms. Moore will become president and chief
                  operating    officer,     assuming    day-to-day     operating
                  responsibility for the company. In the second phase, effective
                  January 1, 2005,  Ms. Moore will be named  president and chief
                  executive officer.  Mr. McDowell,  who currently serves on our
                  board of directors, will vacate that post upon retirement.

                  Forward-Looking Statements

                  In  addition   to   historical   information,   we  have  made
                  forward-looking  statements in this report on Form 8-K.  These
                  forward-looking statements pertain to, among other things, our
                  proposed executive succession plan. Forward-looking statements
                  involve numerous risks and uncertainties.  You should not rely
                  on these  statements


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                  as  predictions of future events because there is no assurance
                  that the events or  circumstances  reflected in the statements
                  can be achieved or will occur.  Forward-looking statements are
                  identified  by words  such as  "believes,"  "expects,"  "may,"
                  "will,"   "should,"   "seeks,"   "approximately,"   "intends,"
                  "plans,"  "pro forma,"  "estimates,"  or  "anticipates"  or in
                  their negative form or other variations,  or by discussions of
                  strategy, plans or intentions.  Forward-looking statements are
                  based on assumptions, data or methods that may be incorrect or
                  imprecise  or  incapable  of  being  realized.  The  following
                  factors,  as well as those  factors  set forth in the  section
                  entitled  "Risk  Factors"  contained in our most recent annual
                  report on Form 10-K, as amended,  among  others,  could affect
                  actual results and future  events:  defaults or non-renewal of
                  leases,  increased interest rates and operating costs, failure
                  to  obtain  necessary  outside   financing,   difficulties  in
                  identifying   properties   to   acquire   and   in   effecting
                  acquisitions,   failure  to  successfully  integrate  acquired
                  properties and operations,  risks and uncertainties  affecting
                  property development and construction  (including construction
                  delays,  cost overruns,  inability to obtain necessary permits
                  and public opposition to such activities),  failure to qualify
                  as a real estate  investment  trust under the Internal Revenue
                  Code of 1986, as amended,  environmental uncertainties,  risks
                  related to natural disasters,  financial market  fluctuations,
                  changes in real estate and zoning laws and  increases  in real
                  property tax rates.  Our success  also  depends upon  economic
                  trends,   including   interest   rates,   income   tax   laws,


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                  governmental regulation,  legislation,  population changes and
                  other   factors.   Do  not  rely  solely  on   forward-looking
                  statements,  which  only  reflect  management's  analysis.  We
                  assume no obligation to update forward-looking statements. For
                  more details,  please refer to our SEC filings,  including our
                  most  recent  Annual  Report on Form  10-K,  as  amended,  and
                  quarterly reports on Form 10-Q.

                                   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: November 24, 2003      By: /s/ Edward F. Lange, Jr.
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                                                            Edward F. Lange, Jr.


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