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                                                                     EXHIBIT 4.1

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                              BRE PROPERTIES, INC.

                                 _______________



                              OFFICERS' CERTIFICATE


                       (Under Section 301 of the Indenture
                  dated as of June 23, 1997, as amended by the
            First Supplemental Indenture dated as of April 23, 1998)

               Establishing a Series of Debt Securities Designated

                                Medium-Term Notes


                                 _______________



                                December 7, 2001


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                              BRE PROPERTIES, INC.

                              OFFICERS' CERTIFICATE
                       (Under Section 301 of the Indenture
                  dated as of June 23, 1997, as amended by the
            First Supplemental Indenture dated as of April 23, 1998)


Dated: December 7, 2001


          We, Frank C. McDowell, President and Chief Executive Officer, and
Edward F. Lange, Jr., Vice President, Chief Financial Officer and Secretary of
BRE Properties, Inc. (the "Company"), in accordance with Section 301 of the
Indenture dated as of June 23, 1997, as amended by the First Supplemental
Indenture dated as of April 23, 1998 (as further amended or supplemented from
time to time the "Indenture") between the Company and J.P. Morgan Trust Company,
National Association (successor to Chase Manhattan Bank and Trust Company,
National Association), as trustee (the "Trustee"), do hereby establish a series
of Debt Securities having the terms and characteristics set forth in this
Officers' Certificate. Capitalized terms used herein and not defined herein
having the meanings specified in the Indenture.

          Set forth below are the terms and characteristics of the series of
Debt Securities established hereby referred to in clauses (1) through (23) in
the second paragraph of Section 301 of the Indenture (the numbered clauses set
forth herein correspond to the clauses in Section 301).

          (1)  The title of the Debt Securities of this series shall be
"Medium-Term Notes" (the Debt Securities of the series, for purposes of this
Officers' Certificate, being sometimes hereinafter called the "Notes");

          (2)  the aggregate principal amount of Notes which may be
authenticated and delivered under the Indenture from time to time (except for
Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 806
or 1107 of the Indenture) shall be up to $300,000,000 or the equivalent thereof
in one or more foreign or composite currencies, provided, however, the series
may be reopened, without the consent of the Holders, for the issuance of
additional Notes as may be authorized by the Company from time to time, and the
amount of Notes may be increased from time to time by a Board Resolution or a
Supplemental Indenture to the Indenture or an Officers' Certificate in either
case pursuant to authority granted under a Board Resolution, and in accordance
with Section 301 of the Indenture, and such amount is subject to decrease by the
amount of any other securities issued after the date hereof pursuant to the
Registration Statement No. 333-47469 and the Registration Statement No.
333-68914, filed by the Company with the Securities and Exchange Commission;

          (3)  the date or dates on which the principal of the Notes shall be
payable shall be determined at the time of sale of the Notes by the proper
officers of the Company and communicated to the Trustee by Company Order, or by
the proper officers of the Company pursuant to the Administrative Procedures
(the "Administrative Procedures") attached as


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Exhibit C to the Distribution Agreement dated December 7, 2001 among the
Company, Credit Suisse First Boston Corporation, Banc of America Securities LLC,
Banc One Capital Markets, Inc., CommerzBanc Capital Markets Corp., First Union
Securities, Inc., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated and
UBS Warburg LLC; provided, however, that in no event shall any Note have a term
less than nine months or more than 40 years;

          (4)  the Notes may bear interest at a fixed rate (any such Note being
hereinafter called a "Fixed Rate Note") or at a floating rate (any such Note
being hereinafter called a "Floating Rate Note"), or they may bear no interest.
There shall be determined by the proper officers of the Company and communicated
to the Trustee by Company Order, or by the proper officers of the Company
pursuant to the Administrative Procedures, at the time of sale of the Notes
thereof,

          (i)  in the case of Fixed Rate Notes, the interest rate or rates
     (including the interest rate, if any, on overdue principal, premium or
     interest, if any) per annum applicable to such Fixed Rate Notes, and

          (ii) in the case of Floating Rate Notes, the Initial Interest Rate,
     the Base Rate (which shall be the CD Rate, the CMT Rate, Commercial Paper
     Rate, the Eleventh District Cost of Funds Rate, the Federal Funds Rate,
     LIBOR, the Prime Rate, the Treasury Rate or any other Base Rate determined
     at the time of sale of the Notes), the Maximum Interest Rate, if any, the
     Minimum Interest Rate, if any, the Interest Payment Period, the Interest
     Payment Dates, the Regular Record Dates, the Interest Reset Period, the
     Interest Reset Dates, the Interest Determination Dates, the Calculation
     Date, the Index Maturity, the Spread, and/or Spread Multiplier, if any
     (each of such terms being referred to in the form of Floating Rate Note
     attached hereto), any other terms relating to the determination of the
     interest rates on Floating Rate Notes and the interest rate, if any, on
     overdue principal, premium or interest, if any, applicable to such Floating
     Rate Notes;

interest shall accrue on any Note from the Original Issue Date specified in such
Note or the most recent date to which interest has been paid or duly provided
for; the Interest Payment Dates on the Notes shall be determined at the time of
sale of the Notes by the proper officers of the Company and communicated to the
Trustee by Company Order, or determined by the proper officers of the Company
pursuant to the Administrative Procedures, and the Regular Record Date with
respect to each such Interest Payment Date shall be the date 15 calendar days
immediately preceding such Interest Payment Date (whether or not a Business
Day); and interest on Floating Rate Notes which employ the CMT Rate or the
Treasury Rate as the Base Rate shall be computed on the basis of the actual
number of days in the year;

          (5)  the corporate trust office of J.P. Morgan Trust Company, National
Association in New York, New York shall be the place at which (i) the principal
of, premium, if any, and interest, if any, on the Notes at Maturity shall be
payable upon presentment, interest prior to Maturity to be paid as specified in
the forms of Note attached hereto, (ii) registration of transfer of the Notes
may be effected, and (iii) exchanges of Notes may be effected; and the corporate
trust office of J.P. Morgan Trust Company, National Association in San
Francisco, California shall be the place at which notices and demands to or upon
the Company in respect of the Notes and the Indenture may be served;

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          (6)  if specified in the applicable pricing supplement, the Notes
shall be redeemable in whole or in part, at the option of the Company as and to
the extent determined at the time of sale of the Notes thereof by the proper
officers of the Company and communicated to the Trustee by Company Order, or
determined by the proper officers of the Company pursuant to the Administrative
Procedures;

          (7)  the obligation, if any, of the Company to redeem or purchase the
Notes pursuant to any sinking fund or analogous provision or at the option of a
Holder thereof and the period or periods within which, the price or prices at
which, the currency or currencies, currency unit or units or composite currency
or currencies in which and other terms and conditions upon which, such Notes
thereof shall be redeemed or purchased, in whole or in part, pursuant to such
obligation shall be determined at the time of sale of the Notes thereof by the
proper officers of the Company and communicated to the Trustee by Company Order,
or determined by the proper officers of the Company pursuant to the
Administrative Procedures;

          (8)  the Notes shall be issued in denominations of $1,000 and any
integral multiple thereof, except as otherwise specified in the applicable
pricing supplement;

          (9)  J.P. Morgan Trust Company, National Association shall be the
Security Registrar and a Paying Agent for the Notes; provided, however, that the
Company reserves the right to change, by one or more Officers' Certificates
supplemental to this Officers' Certificate, any such place or the Security
Registrar or such Paying Agent; and provided, further, that the Company reserves
the right to designate, by one or more Officers' Certificates supplemental to
this Officers' Certificate, its principal corporate office in San Francisco,
California as any such place or itself as the Security Registrar;

          (10) if specified in the applicable pricing supplement, a portion of
the principal amount of the Notes, other than 100% of the principal amount
thereof, shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 502 of the Indenture; the method of determining such
portion of the Notes shall be determined at the time of sale of the Notes
thereof by the proper officers of the Company and communicated to the Trustee by
Company Order, or determined by the proper officers of the Company pursuant to
the Administrative Procedures;

          (11) the Foreign Currency or Foreign Currencies in which payment of
the principal of (and premium if any) or interest or Additional Amounts, if any,
on the Notes shall be payable or in which the Notes shall be denominated shall
be determined by the proper officers of the Company and communicated by the
Trustee by Company Order or determined by the proper officers of the company
pursuant to the Administrative Procedures, and reflected in the applicable
pricing supplement;

          (12) Notes may be offered from time to time with the amount of
principal, premium, if any, and/or interest, if any payable in respect thereof
to be determined with reference to an index, formula, or other method; the
method and manner for determining the amount of principal, premium, if any,
and/or interest, if any, payable in respect of such Notes shall be determined at
the time of sale of the Notes thereof by the proper officers of the Company and
communicated to the Trustee by Company Order, or determined by the proper
officers of the

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Company pursuant to the Administrative Procedures, and specified in the
applicable pricing supplement;

          (13) if specified in the applicable pricing supplement that the
principal, premium, if any, and/or interest, if any in respect of the Notes are
to payable in a currency or currencies, currency unit or units or composite
currency or currencies other than that in which the Notes are denominated or
stated to be payable, the terms and conditions of such, the manner of
determining the exchange rate between the relevant currency or currencies,
currency unit or units or composite currency or currencies and the identity of
the exchange rate agent shall be determined at the time of sale of the Notes
thereof by the proper officers of the Company and communicated to the Trustee by
Company Order, or determined by the proper officers of the Company pursuant to
the Administrative Procedures, and specified in the applicable pricing
supplement;

          (14) provisions, if any, granting special rights to the Holders of
Notes upon the occurrence of such events as may be specified in the applicable
pricing supplement shall be determined at the time of sale of the Notes thereof
by the proper officers of the Company and communicated to the Trustee by Company
Order, or determined by the proper officers of the Company pursuant to the
Administrative Procedures;

          (15) inapplicable;

          (16) the Notes shall be issuable only in registered form without
coupons either in (a) book-entry form represented by one or more global
securities, registered in the name of Cede & Co., or in the name of another
nominee for The Depository Trust Company (the "Depository") or (b) in
certificated form, issued to and registered in the names of the beneficial
owners or their nominees. Notes in global form shall not be transferable or
exchangeable, nor shall any purported transfer be registered, except as follows:

          (a)  such Notes may be transferred in whole, and appropriate
     registration of transfer effected, if such transfer is to a nominee of the
     Depository, or by a nominee of the Depository to the Depository , or to a
     successor of the Depository or to a nominee of such successor of the
     Depository, and

          (b)  such Notes may be exchanged for definitive Notes registered in
     the respective names of the beneficial holders thereof, if:

               (i) the Depository, or any successor securities depository, shall
          have notified the Company that it is unwilling or unable to continue
          to act as Depository with respect to such Notes or if any time, the
          Depository ceases to be clearing agency registered under the
          Securities and Exchange Act of 1934, as amended, if so required by
          applicable law or regulation, and, in either case the Company does not
          appoint a successor Depository with respect to such Notes within
          ninety (90) days after receiving notice or becoming aware that the
          Depository has ceased to be so registered as a clearing agency;

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                (ii)  the Company in its sole discretion determines that such
          Notes shall be exchangeable for definitive Notes in registered form
          and notifies the Trustee thereof; or

                (iii) an Event of Default with respect to Notes has occurred and
          is continuing, and beneficial owners representing a majority in
          aggregate principal amount of the outstanding Notes represented by the
          global security, advise the Depository to case acting as depository.

it being understood that any such registration of transfer or exchange shall be
effected in accordance with Section 305 of the Indenture;

          (17)  the date of any Notes in bearer form and any temporary global
Notes representing Outstanding Notes shall be determined at the time of sale of
the Notes thereof by the proper officers of the Company and communicated to the
Trustee by Company Order, or determined by the proper officers of the Company
pursuant to the Administrative Procedures, and specified in the applicable
pricing supplement;

          (18)  interest on the Notes shall be payable to the Person or Persons
in whose names the Notes are registered at the close of business on the Regular
Record Date for such interest, except as otherwise expressly provided in the
forms of Note attached hereto and hereby authorized and approved;

          (19)  Sections 1402 and 1403 of the Indenture shall apply to the
Notes;

          (20)  inapplicable;

          (21)  inapplicable;

          (22)  the circumstances under which the Company will pay Additional
Amounts, if any, as contemplated by Section 1015 of the Indenture on the Notes
to any Holder who is not a United States Person (including any modification to
the definition of such term) in respect of any tax, assessment or governmental
charge, and if the Company will have the option to redeem such Notes rather than
pay such Additional Amounts (and the terms of any such option), shall be
determined at the time of sale of the Notes thereof by the proper officers of
the Company and communicated to the Trustee by Company Order, or determined by
the proper officers of the Company pursuant to the Administrative Procedures;
and

          (23)  inapplicable.

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                          *           *           *

          Set forth below are additional terms of the Medium-Term Notes, as
contemplated by clause (24) in the second paragraph of Section 301 of the
Indenture:

          (1)  The Notes shall be in substantially the form of the form of Fixed
Rate Note or the form of Floating Rate Note attached hereto as Exhibits A and B,
respectively, and shall have such further terms as are set forth in such
Exhibits;

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          IN WITNESS WHEREOF, we have executed this Officers' Certificate as of
the date first written above.



                                  /s/ Frank C. McDowell
                                  ----------------------------------------------
                                  Name:  Frank C. McDowell
                                  Title: President and Chief Executive Officer


                                  /s/ Edward F. Lange, Jr.
                                  ----------------------------------------------
                                  Name:  Edward F. Lange, Jr.
                                  Title: Executive Vice President, Chief
                                           Financial Officer and Secretary

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