8-K

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                       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):   March 4, 1996.


                   REAL ESTATE INVESTMENT TRUST OF CALIFORNIA
             (Exact name of registrant as specified in its charter)


         California                  1-9639                 95-2565432
(State or other jurisdiction       (Commission             (IRS Employer
      of incorporation)           File Number)          Identification No.)


                     12011 San Vicente Boulevard, Suite 707
                          Los Angeles, California 90049
                    (Address of principal executive offices)

                                 (310) 476-7793
                         (Registrant's telephone number)



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ITEM 5.  OTHER EVENTS

     Reference is made to the press release of Registrant, issued on March 4,
1996, which contains information meeting the requirements of this Item 5, and
which is incorporated herein by this reference.  A copy of the press release is
attached to this Form 8-K as Exhibit "A."

     The press release reports the Special Dividend declared by Registrant in
connection with the pending merger of Registrant with and into BRE Properties,
Inc.



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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.


March 4, 1996                      REAL ESTATE INVESTMENT TRUST
                                   OF CALIFORNIA



                                   By:
                                      -----------------------------------------
                                      Jay W. Pauly
                                      President and Chief Executive Officer

EX-99.(A)

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                                   EXHIBIT "A"

Contact:  LeRoy E. Carlson
          Chief Financial Officer
          Real Estate Investment Trust of California
          12011 San Vicente Boulevard, Suite 707
          Los Angeles, California 90049
          Phone: 310/476-7793


         REAL ESTATE INVESTMENT TRUST OF CALIFORNIA (NYSE:RCT) DECLARES
           SPECIAL DIVIDEND RELATED TO MERGER AND REDEMPTION OF RIGHTS


     Los Angeles, March 4, 1996 --- Real Estate Investment Trust of California
(NYSE:RCT) today declared a special divided of $.292 per share of beneficial
interest, payable March 20, 1996 to shareholders of record on March 14, 1996.
Of this amount, $0.01 is payment for the redemption of rights outstanding under
the Rights Agreement of RCT dated May 29, 1990.

     The special dividend is designed to align the time periods of dividend
payments for BRE Properties, Inc. (NYSE:BRE) and RCT, which have entered into a
definitive agreement under which the two companies will be merged, forming one
of the largest multifamily real estate investment trusts in the Western United
States.  If the merger agreement is not approved by shareholders of RCT, this
special dividend will be rescinded.

     BRE and REIT of California will hold simultaneous shareholder meetings on
March 12, 1996 to gain approval of the merger.

     The special dividend of $.292 per share is equivalent to $1.42 per share on
an annual basis.  RCT has paid shareholders a cash dividend for 110 consecutive
quarters.

     RCT is an equity-oriented, regionally focused, self administered real
estate investment trust that invests in and manages quality income-producing
properties that offer attractive current returns and solid potential for long-
term appreciation.  Following completion of the merger, holders of shares of RCT
will become shareholders of BRE and will be entitled to receive such dividends
as may be declared by BRE under its existing dividend policies.  Currently, BRE
pays an annual dividend of $2.52 per share.