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                                                                 Exhibit 10.33

                      THIRD AMENDMENT TO LOAN AGREEMENT

                                                          [$55,000,000]

     THIS THIRD AMENDMENT TO LOAN AGREEMENT (this "Amendment"), is dated as 
of November  __, 1996 by and between THE PRUDENTIAL INSURANCE COMPANY OF 
AMERICA, a New Jersey corporation ("Lender"), and BRE PROPERTIES, INC., a 
Maryland corporation ("Borrower"), as ultimate successor-in-interest by 
merger to Real Estate Investment Trust of California, a California real 
estate investment trust ("Original Borrower").
                                       
                                   RECITALS:

     A.  Lender has made a loan (the "Loan") to Original Borrower in the 
original principal amount of $55,000,000, which loan is governed by that 
certain Loan Agreement dated as of January 31, 1994, as amended by that 
certain First Amendment to Loan Agreement dated as of July 7, 1995 by and 
between Original Borrower and Lender, as further amended by that certain 
Second Amendment to Loan Agreement dated as of April 30, 1996 by and between 
Borrower and Lender (collectively, the "Loan Agreement") and evidenced by 
that certain Promissory Note dated as of January 31, 1994 executed by 
Original Borrower in favor of Lender (the "Note").

     B.   Pursuant to a series of mergers, Original Borrower merged into Real 
Estate Investment Trust of Maryland, a Maryland real estate investment trust, 
which in turn merged into BRE Properties Inc., a Delaware corporation, which 
in turn merged into Borrower (which was then and formerly known as BRE 
Maryland, Inc., a Maryland corporation).

     C.   Pursuant to the terms of that certain Assumption Agreement dated as 
of even date herewith by and between Borrower and Lender, Borrower absolutely 
and irrevocably assumed the Loan, the Loan Agreement, the Note and the other 
Loan Documents and the obligations of Original Borrower thereunder.

     D.  Borrower and Lender have agreed to modify and amend the Loan 
Agreement as provided herein.

     NOW, THEREFORE, in consideration of the foregoing and for other good and 
valuable consideration the receipt and sufficiency of which are hereby 
acknowledged, Borrower and Lender hereby agree as follows:
                                       
                                   AGREEMENT:

1.  DEFINITIONS.  All capitalized terms used in this Amendment, unless 
otherwise defined, shall have the meanings given thereto in the Loan 
Agreement.

2.  AMENDMENTS TO LOAN AGREEMENT.  Borrower and Lender agree that the Loan 
Agreement shall be amended as provided in this Paragraph 2.

    2.1.  Section 1.1 of the Loan Agreement shall be amended by replacing the 
definition of Bank of America Line of Credit, in its entirety, with the 
following revised definition therefor:

               "BANK OF AMERICA LINE OF CREDIT" means that certain unsecured
          line of credit in the maximum amount of $120,000,000 provided to
          Borrower by Bank of America, NT&SA.

    2.2.  A new Section 5.14 of the Loan Agreement shall be added thereto and 
shall provide, in its entirety, as follows:

               5.14 S&P RATING.

               Borrower will use its best efforts to obtain on or before
          December 31, 1997, and shall thereafter always maintain in effect, 

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          an investment grade rating for the long-term unsecured debt of 
          Borrower from Standard & Poor's Rating Group or Moody Investor 
          Services. Borrower shall pay all of the fees, costs and expenses 
          incurred in connection with obtaining and maintaining such rating.

3.  REPRESENTATIONS AND WARRANTIES.  Borrower makes the following 
representations and warranties to Lender all of which are material and are 
made to induce Lender to enter into this Amendment.

               3.1.  All representations and warranties in the Loan Documents 
          were true, accurate and complete in every material respect as of 
          the date made and are true, accurate and complete in every respect 
          as of the date hereof, and do not fail to disclose any material 
          fact necessary to make the representations not misleading.

               3.2.  Borrower has full power, legal capacity and authority to 
          execute and deliver this Amendment.

               3.3.  This Amendment has been duly authorized, executed and 
          delivered by Borrower.

4.  NO OTHER MODIFICATIONS. Except as provided herein, the Loan Agreement shall 
remain unchanged and in full force and effect.

5.  GOVERNING LAW.  This Amendment shall be governed by and construed in 
accordance with the laws of the State of California. 




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6.  SEVERABILITY.  If any term, provision, covenant or condition of this 
Amendment or any application thereof should be held by a court of competent 
jurisdiction to be invalid, void or unenforceable, all terms, provisions, 
covenants and conditions hereof and all applications thereof not held invalid, 
void or unenforceable shall continue in full force and effect and shall in no 
way be affected, impaired or invalidated thereby.

7.  SUCCESSOR AND ASSIGNS.  The provisions of this Amendment shall be binding 
upon and inure solely to the benefit of Lender and Borrower, and their 
respective heirs, legal representatives, successors and assigns.

8.  COUNTERPARTS.  This Amendment may be executed in any number of counterparts 
and by different parties hereto on separate counterparts, each of which 
counterparts, when so executed and delivered, shall be deemed to be an original,
and all of which counterparts, taken together, shall constitute but one and the 
same Amendment. 

       


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          IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment 
to be executed as of the day and year first above written.

                                  BORROWER:

                                  BRE PROPERTIES, INC., a Maryland corporation


                                  By:    _____________________________________
                                  Name:  _____________________________________
                                  Title: _____________________________________



                                  By:    _____________________________________
                                  Name:  _____________________________________
                                  Title: _____________________________________





                                  LENDER:

                                  THE PRUDENTIAL INSURANCE COMPANY 
                                  OF AMERICA


                                  By:    _____________________________________
                                  Its:   _____________________________________




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