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)
June 4, 2001

SPIEKER PROPERTIES, INC.

(Exact name of registrant as specified in its charter)


Maryland	1-12528	94-3185802

(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


2180 Sand Hill Road, Menlo Park, California				94025

(Address of principal executive offices)				(Zip Code)

(415) 854-5600

(Registrant’s telephone number,
including area code)

N/A

(Former name or former address, if changed since last report)

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Items 1-4.

Not Applicable.

Item 5. Other Events.

Spieker Properties, Inc. is filing as Exhibit 99.1 hereto a description of the material U.S. federal income tax considerations relating to the taxation of Spieker Properties, Inc. as a real estate investment trust and the ownership and disposition of Spieker Properties, Inc. common stock which is incorporated by reference herein.

Item 6. Resignations of Registrant’s Directors.

Not Applicable.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.


	(a) Not Applicable.

	(b) Not Applicable.

	(c) Exhibits

	The following exhibits are filed with this Current Report on Form 8-K:


Exhibit Number		Description




99.1		Federal Income Tax Considerations.

Items 8-9.

Not Applicable.

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SIGNATURE

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.

SPIEKER PROPERTIES, INC.

By:/s/ STUART A. ROTHSTEIN__
Name: Stuart A. Rothstein
Title: Chief Financial Officer

Date: June 4, 2001

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Exhibit Index


Exhibit Number		Description




99.1		Federal Income Tax Considerations.

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SPIEKER PROPERTIES INC 8-K