On May 5, 2009, we issued a press release and supplemental financial data with respect to our financial results for the quarter ended March 31, 2009. Copies of the press release and supplemental financial data are furnished as Exhibit 99.1 and Exhibit 99.2 to this report, respectively. The information contained in this Item 2.02 and the attached Exhibit 99.1 and Exhibit 99.2 are furnished to, and not filed with, the Securities and Exchange Commission.

May 5, 2009 we reported operating results for the quarter ended March 31, 2009. All per share results are reported on a fully diluted basis.

Funds from operations (FFO), the generally accepted measure of operating performance for real estate investment trusts, totaled $34.8 million, or $0.66 per share, for first quarter 2009, as compared with $34.2 million, or $0.65 per share, for the same period in 2008. (A reconciliation of net income available to common shareholders to FFO is provided at the end of this report.) Net income available to common shareholders for the first quarter totaled $13.0 million, or $0.25 per share, as compared with $12.7 million, or $0.25 per share, for the same period 2008. FFO per share and earnings per share (EPS) results for the 2009 and 2008 periods include noncash charges totaling $0.03 per share associated with the implementation of the Financial Accounting Standards Board's (FASB) Staff Position APB 14-1.

In May 2008, the FASB issued FSP APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement) ("FSP APB 14-1"). FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. Our 4.125% convertible senior notes are within the scope of FSP APB 14-1, and the implementation of this standard resulted in the recognition of additional noncash interest expense that totaled $1.6 million and $1.5 million for the three months ended March 31, 2009 and 2008, respectively.

Total revenues from continuing operations for the quarter were $83.7 million, as compared with $81.5 million a year ago. Adjusted EBITDA for the quarter totaled $58.4 million, as compared with $59.9 million in first quarter 2008. (A reconciliation of net income available to common shareholders to Adjusted EBITDA is provided at the end of this report.)

Same-store net operating income (NOI) decreased 1.1% for the quarter, as compared with the same period in 2008. (A reconciliation of net income available to common shareholders to NOI is provided at the end of this report.) Developed properties generated $1.9 million in additional NOI during the quarter, as compared with first quarter 2008.

We define same-store properties as stabilized apartment communities that we have owned for at least five full quarters. Of the 21,480 apartment units we own, same-store units totaled 18,681 for the quarter.

On a year-over-year basis, revenue decreased 0.6% for the quarter. Average same-store market rent for the first quarter 2009 declined 1.6% to $1,489 per unit, from $1,513 per unit in first quarter 2008. Same-store physical occupancy levels averaged 93.2% during first quarter 2009, as compared with 94.3% in the same period 2008. Physical occupancy at the end of the first quarter was 93.4%. Rent concessions in the same-store portfolio totaled $1.8 million, or 9.2 days rent, for first quarter, as compared with $635,000, or 3.5 days, for the same period 2008. Property-level operating expense increased 0.7% from first quarter 2008.

On a sequential basis, same-store revenue declined 1.5%, expenses increased 3.3% and NOI decreased 3.3% against fourth quarter 2008 results.

Same-store results were impacted primarily by the increasing job losses in our operating markets. In Southern California, unemployment rates increased to 10.7% in the first quarter 2009 from 8.8% in the fourth quarter 2008; the San Francisco Bay area saw unemployment rates rise to 9.9% in the first quarter, from 7.3% in the previous quarter; Seattle's unemployment rate increased to 8.7% from 6.3% during the same period. The following table depicts job losses in our core markets over the last 18 months:

                              Same-Store               Absolute Job Losses
                                                12 months ended     6 months ended
       Core Markets         # Units   % NOI     September 2008        March 2009
       San Diego              3,958    22.7 %           (17,100 )          (30,100 )
       Inland Empire          3,249    14.0 %           (55,900 )          (48,000 )
       Orange County          2,545    14.4 %           (38,800 )          (43,800 )
       Los Angeles            2,075    11.6 %           (75,200 )         (103,100 )
       San Francisco          2,928    20.2 %           (25,200 )          (86,700 )
       Seattle                2,624    13.0 %            16,400            (62,200 )
       Total Core Markets    17,379    95.9 %          (195,800 )         (373,900 )

During the first quarter, construction was completed and the final units were delivered at 5600 Wilshire (284 units) in Los Angeles, Calif. Currently, 214 units are leased; leasing velocity has averaged 30 units per month since the property opened. During the first quarter, we commenced unit deliveries at Park Viridian in Anaheim, Calif. and Taylor 28 in Seattle, Wash. When completed, Park Viridian will have 320 units, of which 124 were delivered, and 115 are currently leased; Taylor 28 will have 197 units, of which 81 were delivered, and 52 are currently leased.

Including the two sites that commenced delivery of units during the quarter, we currently have four communities under construction: one in Southern California, one in Northern California and two in Seattle, Washington, 1,083 units in total, an aggregate projected investment of $322.4 million and an estimated balance to complete totaling $76.0 million.

We own three land parcels representing 960 units of future development, and an estimated aggregate investment of $455 million upon completion. Two land parcels are in Southern California, and one is in Northern California.

We classified as held-for-sale two properties in Sacramento, Calif. and two in Seattle, Wash., totaling 1,339 units, in the first quarter, in addition to one property in the Inland Empire classified as held for sale in 2008.

Capital Markets Activity

Subsequent to the end of the first quarter, we completed tender offers for four
series of senior unsecured notes. The results of this activity are detailed in
the following table:



                                       Principal Amount                          %          Principal Amount
                                       Prior to Tender      Total Tendered    Tendered         Remaining
5.750% Senior Notes due 2009          $      150,000,000   $     61,407,000         41 %   $       88,593,000
4.875% Senior Notes due 2010          $      150,000,000   $    119,421,000         80 %   $       30,579,000
7.450% Senior Notes due 2011          $      250,000,000   $    201,455,000         81 %   $       48,545,000
7.125% Senior Notes due 2013          $      130,000,000   $     89,982,000         69 %   $       40,018,000

TOTAL                                 $      680,000,000   $    472,265,000         69 %   $      207,735,000

The total weighted average coupon of the senior notes tendered was 6.5%; the effective composite annual cost of the secured debt is 5.6%. Annualized interest savings from the recapitalization are estimated at $4.2 million.

Common and Preferred Dividends Declared

On April 30, 2009, our Board of Directors approved the payment of regular common and preferred stock dividends for the quarter ending June 30, 2009. All common and preferred dividends will be payable on Tuesday, June 30, 2009 to shareholders of record on Monday, June 15, 2009.

The board also declared that the second quarter 2009 common dividend will remain unchanged from the previous quarter: $0.5625 per share. The quarterly common dividend payment is equivalent to $2.25 per share on an annualized basis, and represents a yield of approximately 8.74% on yesterday's closing price of $25.74 per share. We have paid uninterrupted quarterly dividends to shareholders since being founded in 1970.

Our 6.75% Series C preferred dividend is $0.421875 per share; the 6.75% Series D preferred dividend is $0.421875 per share.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Except for the historical information contained herein, this report contains forward-looking statements regarding amounts to be drawn on our credit facility, dividend payment dates, our capital resources, portfolio performance and results of operations, and are based on our current expectations and judgment. You should not rely on these statements as predictions of future events because there is no assurance that the events or circumstances reflected in the statements can be achieved or will occur. Forward-looking statements are identified by words such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "pro forma," "estimates," or "anticipates" or their negative form or other variations, or by discussions of strategy, plans or intonations. The following factors, among others, could affect actual results and future events: defaults or nonrenewal of leases, increased interest rates and operating costs, failure to obtain necessary outside financing, difficulties in identifying properties to acquire and in affecting acquisitions, failure to successfully integrate acquired properties and operations, inability to dispose of assets that no longer meet our investment criteria under applicable terms and conditions, risks and uncertainties affecting property development and construction (including construction delays, cost overruns, liability to obtain necessary permits and public opposition to such activities), failure to qualify as a real estate investment trust under the Internal Revenue Code of 1986, as amended, and increases in real property tax rates. Our success also depends on general economic trends, including interest rates, tax laws, governmental regulation, legislation, population changes and other factors, including those risk factors discussed in the section entitled "Risk Factors" in our most recent Annual Report on Form 10-K as they may be updated from time to time by our subsequent filings with the Securities and Exchange Commission, or SEC. Do not rely solely on forward-looking statements, which only reflect management's analysis. We assume no obligation to update this information. For more details, refer to our SEC filings, including our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

BRE Properties, Inc.

Consolidated Balance Sheets

First Quarter 2009

(Unaudited, dollar amounts in thousands except per share data)



                                                             March 31,       December 31,
                                                               2009            2008 (1)
ASSETS
Real estate portfolio:
Direct investments in real estate:

Investments in rental properties                            $ 2,930,030     $    2,907,902
Construction in progress                                        204,857            295,074
Less: accumulated depreciation                                 (501,334 )         (509,647 )

                                                              2,633,553          2,693,329

Equity interests in and advances to real estate joint
ventures:
Investments in rental properties                                 62,507             62,497

Real estate held for sale, net                                   84,797             31,936

Land under development                                          126,841            123,609


Total real estate portfolio                                   2,907,698          2,911,371

Cash                                                              5,845              7,724
Other assets                                                     89,925             73,521

TOTAL ASSETS                                                $ 3,003,468     $    2,992,616

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Unsecured senior notes                                      $ 1,457,662     $    1,505,905
Unsecured line of credit                                        365,000            245,000
Mortgage loans                                                  134,000            151,496
Accounts payable and accrued expenses                            60,775             91,039

Total liabilities                                             2,017,437          1,993,440

Redeemable noncontrolling interests                              23,447             29,972

Shareholders' equity:

. . .

(d) Exhibits.

Exhibit
Number       Description
 99.1        Press release of BRE Properties, Inc. dated May 5, 2009, including
             attachments.

 99.2        Supplemental Financial data dated May 5, 2009, including attachments.