SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 8-A/A

       FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 
            PURSUANT TO SECTION 12 (b) OR (g) OF THE 
                     SECURITIES ACT OF 1934

                         HRE PROPERTIES                    
     (Exact name of registrant as specified in its charter)


              Massachusetts                        04-245-8042   
(State of incorporation or organization)          (I.R.S. Employer
                                                  Identification No.)

321 Railroad Avenue, Greenwich, Connecticut                 06830
(Address of principal executive offices)                  (Zip Code)

Title of each class                          Name of each exchange on which
to be so registered                          each class is to be registered

None*

* This filing constitutes Amendment No. 1 to Form 8-A originally
filed on November 4, 1988 registering Preferred Share Purchase Rights
on the New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

                             None                              
(Title of Class)

Page 1 of 7 Pages
Exhibit Index appears at Page 4


     The amended text of Item 1 -- "Description of Securities to
be Registered" appears below and incorporates changes made to HRE
Properties' Rights Agreement  by Amendment No. 1 thereto, which
amendment was approved by the Board of Trustees of HRE Properties
on May 2, 1996.

Item 1.   Description of Securities to be Registered

On May 14, 1996, HRE Properties (the "Trust") and The First
National Bank of Boston (the "Rights Agent") entered into
Amendment No. 1 to the Rights Agreement dated as of October 28,
1988 between the Trust and the Rights Agent (the "Rights
Agreement").  The Rights Agreement was attached as Exhibit 1 to
the Trust's Application for Registration of Preferred Share
Purchase Rights on Form 8-A (the "Form 8-A") filed with the
Securities and Exchange Commission on November 4, 1988. 
Amendment No. 1 to the Rights Agreement is attached to this first
amendment to the Form 8-A as Exhibit 4.  Each of the Rights
Agreement and Amendment No. 1 to the Rights Agreement is
incorporated herein by reference.  Reference is made to such
Exhibits for a complete description thereof.


Item 2.   Exhibits

          4    Form of Amendment No. 1 to the Rights Agreement,
               dated as of May 14, 1996, between HRE Properties
               and The First National Bank of Boston.

          99   Press Release dated May 2, 1996.




                        Page 2 of 7 Pages


                            SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
amendment to its registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.

Date:  May 2, 1996



                                   HRE PROPERTIES



                                   By:       /s/ Charles J.Urstadt          
                                   Name:     Charles J. Urstadt
                                   Title:    Chairman of the
                                             Board of Trustees,
                                             President and Chief
                                             Executive Officer


                        Page 3 of 7 Pages

                          EXHIBIT INDEX

Exhibit Number                Description                        Page

     4                   Form of Amendment No. 1 dated as of May    5
                         14, 1996 to the Rights Agreement, dated 
                         as of October 28, 1988.

     99                  Press Release dated May 2, 1996.           7










                        Page 4 of 7 Pages


                                                        EXHIBIT 4


               AMENDMENT NO. 1 TO RIGHTS AGREEMENT

     AMENDMENT NO. 1, dated as of May 14, 1996 (the "Amendment"),
to the Rights Agreement, dated as of October 28, 1988 (the
"Rights Agreement"), between HRE Properties, a Massachusetts
business trust (the "Trust"), and The First National Bank of
Boston, as rights agent (the "Rights Agent").

     WHEREAS, the Company and the Rights Agent entered into the
Rights Agreement specifying the terms of the Rights (as defined
therein); and

     WHEREAS, the Company and the Rights Agent desire to amend
the Rights Agreement in accordance with Section 26 of the Rights
Agreement.

     NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment,
the parties hereby agree as follows:

     1.   The definition of "Acquiring Person" contained in
Section 1(a) of the Rights Agreement is hereby amended by
deleting the term "20%" appearing in the third line of such
Section 1 (a) and inserting in lieu thereof the term "25%".

     2.   Section 11(a)(ii)(B) of the Rights Agreement is hereby
amended by deleting the term "20%" appearing in the ninth line of
such Section 11(a)(ii)(B) and inserting in lieu thereof the term
"25%".

     3.   Section 23 of the Rights Agreement is hereby amended by
adding the following language immediately after the words "prior
to" appearing in the second line thereof:
          "the earlier of (i) the close of business on the tenth
          business day following the date any Person (other than
          the Trust, any Subsidiary of the Trust, any employee
          benefit plan of the Trust or of any Subsidiary of the
          Trust, or any Person or entity organized, appointed or
          established by the Trust for or pursuant to the terms
          of any such plan), alone or together with its
          Affiliates, shall, at any time after the Declaration
          Date, become the Beneficial Owner of 25% or more of the
          shares of Common Shares then outstanding, or (ii)".

     4.   Section 23 of the Rights Agreement is hereby amended by
adding the following sentence immediately after the final period
of such Section 23:
          "Notwithstanding anything contained in this Agreement
          to the contrary, the Rights shall not be exercisable
          after the first occurrence of an event described in
          Section 11(a)(ii) until such time as the Company's
          right of redemption hereunder has expired."

                        Page 5 of 7 Pages


     5.   The term "Agreement" as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement, as amended
hereby.

     6.   This Amendment shall be deemed to be a contract made
under the laws of the Commonwealth of Massachusetts and for all
purposes shall be governed by and construed in accordance with
the laws of said state applicable to contracts to be made and
performed entirely within said state.

     7.   This Amendment shall be effective as of the date hereof
and, except as set forth herein, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected
hereby.

     8.   This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all
of which together constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate
seals to be hereunto affixed and attested, all as of the day and
year first above written.

                                        HRE PROPERTIES 



                                        By:/s/  James R. Moore    
         
                                            Name:  James R. Moore
                                            Title:Executive Vice President

ATTEST:   

/s/   Sonja Mechler                      
Name:  Sonja Mechler
Title: Executive Secretary
                                        THE FIRST NATIONAL 
                                        BANK OF BOSTON


                                        By:/s/ Gordon C.Stevenson
                                        Name: Gordon C. Stevenson
                                        Title:  Director-Administration
                                             


                        Page 6 of 7 Pages

                                                       EXHIBIT 99
FOR IMMEDIATE RELEASE

Contact:  James R. Moore
          HRE Properties
          203-863-8200


                 HRE ANNOUNCES COMMENCEMENT OF 
                    SHARE REPURCHASE PROGRAM


Greenwich, CT, May 2, 1996 - HRE (NYSE: HRE), a real estate
investment trust, today announced that its Board of Trustees has
approved a share repurchase program, pursuant to which the Trust
may repurchase up to one million shares of its common shares, from
time to time, over the next several years.  

In announcing the program, Charles J. Urstadt, Chairman and Chief
Executive Officer of HRE, stated " We believe our shares to be
significantly undervalued at the current market price.  Therefore,
a repurchase plan represents an excellent investment of the Trust's
funds."  

Repurchases would be effected through purchases in the open market
or through privately negotiated transactions.  In making
repurchases, the Trust expects to use available cash as well as
proceeds from non-core asset sales, some of which currently are
being negotiated.  The repurchase program is subject to
postponement or termination at any time in light of prevailing
market conditions and other factors.

The Trust also announced that its Board of Trustees has approved an
amendment to its Shareholder Rights Plan. Among other things, the
amendment increases from 20%-25% the beneficial ownership threshold
which triggers the exercisability of the rights.  The amendment
was not adopted in response to any take over attempt or other
threat to Trust policy but was adopted to prevent any inadvertent
activation of the Rights Plan that could result from the potential
decrease in the number of shares outstanding.  No repurchases of
shares will be effected under the repurchase program until the
amendment is finalized, which is expected to occur over the next
several days.

The Trust also announced that it expected net income and funds from
operations for the second quarter ended April 30, 1996, to be
consistent with the results achieved in the first quarter before
the gain on sale of a property realized in that quarter.  Such
results are preliminary and subject to revision.

HRE is a self-administered equity real estate investment trust that
provides investors with a liquid vehicle for participating in
ownership of income-producing properties.

                             

                        Page 7 of 7 Pages