UNITED STATES

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) February 7, 2011

BRE Properties, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (415) 445-6530

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On February 7, 2011, we issued a press release and supplemental financial data with respect to our financial results for the quarter ended December 13, 2010. 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.

On February 7, 2011, we entered into an amended and restated employment agreement with Deborah J. Jones, effective as of January 1, 2011, and amending and restating the employment agreement with Ms. Jones effective as of January 1, 2008 (as amended). The agreement provides for at-will employment commencing on January 1, 2011, and continuing thereafter until terminated. Certain material terms of the agreement are as follows:

Base Salary. Ms. Jones has an annual base salary of $250,000. The Board of Directors, in its discretion, may review the base salary periodically and adjust Ms. Jones’ base salary in its sole discretion based on relevant circumstances.

Annual Incentive Bonus. Ms. Jones is eligible to receive an annual incentive bonus that is performance based with a specific target bonus level of 65% of her base salary. The amount of the annual bonus will be based on the achievement of management by objective criteria established by the Compensation Committee of our Board of Directors. For any given year, it is anticipated that Ms. Jones’ annual bonus could range from 0% to 200% of the target bonus level set forth above.

Long-Term Incentive Awards. Under her employment agreement, Ms. Jones is eligible to receive long-term incentive awards at the discretion of our Board of Directors. It is contemplated that such awards will take into account financial, operating and other results achieved as well as future long-term performance goals. Such awards may be in the form of options, restricted shares which vest over time or upon satisfaction of performance metrics, SARs, stock grants, or any other form of long-term compensation as determined by our Board of Directors in its sole discretion.

Recoupment. Ms. Jones will be required to repay to BRE certain previously paid compensation if such repayment is required under any recoupment of compensation policy that BRE is required to adopt in order for BRE to comply with applicable laws or regulations or stock exchange requirements.

Benefits. During the term of her employment agreement, BRE has agreed to pay the premiums on a term life insurance policy covering and for the benefit of Ms. Jones with face amount equal to 100% of base salary. Ms. Jones is also entitled to participate in other benefit plans as are generally provided by us to our other officers.

Severance Benefits. If at any time during the term of her employment agreement, the employment of Ms. Jones is terminated, she shall be entitled to certain severance benefits based on the nature of her termination. If Ms. Jones is terminated by us other than for Good Cause (as defined in the employment agreement) she is entitled to receive a lump-sum payment equal to the sum of: (i) her pro rata estimated annual bonus for the year in question, her final base salary and the average of her annual bonuses for the two fiscal years prior to the year in which her termination occurs (or, if at the time of termination, she has been employed for less than two full fiscal years, the bonus paid for the immediately preceding fiscal year or, if she has been employed for less than one full fiscal year, her target bonus) and (ii) the vesting benefits set forth in any equity award agreement then in place.

If within twelve months after the effective date of a Change in Control (as defined in the employment agreement) Ms. Jones terminates her employment with the Continuing Employer (as defined in the employment agreement) without Good Reason (as defined in the employment agreement), she is entitled to receive: a lump-sum payment equal to: the estimated annual bonus that she would have earned for the fiscal year in question (based on actual performance relative to management by objective criteria for the fiscal year and Executive’s contribution, in each case up to the date of termination), calculated on a pro-rated basis to the Termination Date and the vesting benefits set forth in any equity award agreement then in place. In addition, if Ms. Jones gives not less than 90-days’ prior written notice of such voluntary termination and uses her reasonable efforts to assist during the transition period between the notice of termination and the termination itself, she is entitled to be paid an additional lump-sum equal to: (i) if Ms. Jones resigns after having been employed through two full fiscal years, the sum of her final base salary and the average annual bonus awarded in the prior two years; (ii) if Ms. Jones resigns after having been employed more than one but less than two full fiscal years, the sum of her final base salary and the annual bonus she was awarded in the immediately preceding year; or (iii) if she resigns before having been employed through one full fiscal year, the sum of her final base salary and her target bonus.

If within twelve months after the effective date of a Change in Control Ms. Jones terminates her employment with the Continuing Employer for Good Reason or the Continuing Employer terminates her employment without Good Cause, she is entitled to receive from the Continuing Employer: (i) a lump sum equal to her pro rata estimated annual bonus for that year, (ii) a lump-sum payment equal to: (a) if the termination occurs after she has been employed through two full fiscal years, two times the sum of (A) her final base salary and (B) the average of the annual bonuses awarded to her for the two fiscal years prior to the year in which the termination occurs; (b) if the termination occurs after she has been employed more than one but less than two full fiscal years, two times the sum of (C) her final base salary and (D) the annual bonus she was awarded in the immediately preceding year; or (c) if the termination occurs before she has been employed through one full fiscal year, two times the sum of (E) her final base salary and (F) her target bonus. In addition, she would also be entitled to receive accelerated vesting of equity awards.

In the event that the benefits provided for in her employment agreement, when aggregated with any other payments or benefits received by Ms. Jones, would constitute a “parachute payment,” and would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, the aggregate benefits will either be delivered in full or delivered in a lesser amount that would result in no portion of the aggregate benefits being subject to the excise tax, whichever results in the receipt by the officer of the greatest amount of aggregate benefits on an after-tax basis.

Ms. Jones is also eligible to participate in certain equity incentive award plans.

February 7, 2011 (San Francisco) – We reported operating results for the quarter and year ended December 31, 2010. All per share results are reported on a fully diluted basis.

Operational and Financial Highlights

Fourth Quarter 2010

Funds from operations, the generally accepted measure of operating performance for real estate investment trusts, totaled $9.8 million, or $0.15 per share, for fourth quarter 2010, as compared with $16.0 million, or $0.29 per share, for the quarter ended December 31, 2009. FFO for the fourth quarter 2010 included a loss on retirement of debt totaling $22.9 million, or $0.36 per share. FFO for the fourth quarter 2009 included nonroutine charges totaling $14.4 million, or $0.26 per share, primarily from the abandonment of three development sites under contract. (A reconciliation of net income (loss) available to common shareholders to FFO is provided at the end of this release.)

Net income available to common shareholders for the fourth quarter totaled $149,000, or $0.00 per share, as compared with a net loss of $7.2 million, or $0.13 per share, for the same period 2009. The fourth quarter 2010 results included a gain from a property sale totaling $15.2 million, or $0.24 per share.

Total revenues from continuing operations for the quarter were $89.2 million, as compared with $81.0 million a year ago. Adjusted EBITDA for the quarter totaled $57.1 million, as compared with $54.6 million in fourth quarter 2009. (A reconciliation of net income (loss) available to common shareholders to Adjusted EBITDA is provided at the end of this release.)

12-Month Period Ended December 31, 2010

For the annual period, FFO totaled $98.9 million, or $1.58 per share, as compared with $120.8 million, or $2.23 per share, for the 12-month period in 2009. FFO for year 2010 included a loss on retirement of debt totaling $23.5 million or $0.38 per share. FFO for year 2009 included a net gain on retirement of debt totaling $1.5 million or $0.03 per share and nonroutine expenses of $13.5 million, or $0.25 per share.

Net income available to common shareholders for the 12-month period totaled $41.6 million, or $0.67 per share, as compared with $50.6 million, or $0.95 per share, for the same period 2009. The 2010 results included gains from property sales totaling $40.1 million, or $0.65 per share; the 2009 results included gains totaling $21.6 million, or $0.41 per share.

Our year-over-year earnings and FFO results reflect the impact of the following during 2010: (1) declines in same-store property-level operating results from 2009 levels; (2) normalized levels of G&A expense (G&A levels in 2009 were reduced by out-of-the-money stock-based compensation awards), (3) the impact of acquisition costs from investment transactions; and (4) the impact of the loss on retirement of debt. We also carried a higher level of outstanding shares from equity issued in 2009 and 2010.

For the 12-month period in 2010, total revenues from continuing operations were $341.9 million, as compared with $326.2 million for the same period 2009. Adjusted EBITDA for the 12-month period totaled $222.8 million, as compared with $226.0 million for the same period in 2009.

Same-Store Property Results

We define same-store properties as stabilized apartment communities we have owned for at least five full quarters. Of the 21,318 apartment units we own directly, same-store units totaled 18,914 for the quarter.

On a year-over-year basis, overall same-store revenues and NOI both increased 0.4% for the fourth quarter. The revenue increase was driven by higher rental rates earned per unit during the period as year-over-year occupancy levels were relatively flat. For the annual period, overall same-store revenues and NOI decreased 2.0% and 3.7%, respectively, from 2009 levels. The revenue decrease in 2010 was driven by a 3.5% decrease in rental rates earned per unit, offset by a 140 basis-point increase (94.3% in 2009 to 95.7% in 2010) in financial occupancy. Annualized turnover during the fourth quarter was 55%, as compared with 58% during the fourth quarter of 2009; annual turnover is 61%, compared with 65% for the same period in 2009.

On a sequential basis, same-store NOI increased 0.6%, revenue declined 0.8% and expenses decreased 3.6% against third quarter 2010 levels. The sequential quarter decline in revenues was driven by a 90 basis-point decline in average financial occupancy from 96.2% to 95.3%.

Investment Activity

On December 29, 2010, we sold Parkside Village, a 304-unit property in the Inland Empire, for total sales proceeds of $30.0 million; with a gain on sale of $15.2 million. During 2010, three properties were sold in the Inland Empire, reducing our exposure in this market to 7.4% of total NOI from 11.2% in 2009. Annual disposition activity totaled four communities (three in the Inland Empire and one in Seattle) for combined proceeds totaling $165 million. The dispositions produced gains on sale totaling $40.1 million.

During the fourth quarter 2010, we had one development community in lease-up: Villa Granada in Santa Clara, Calif. (270 units). The current physical occupancy at Villa Granada is 84%. Since the community opened, leasing velocity has averaged 27 units per month. Average occupancy for the fourth quarter was 72%.

During the quarter, construction commenced on Lawrence Station, a 336-unit community in Sunnyvale Calif; the estimated completion date is the first quarter 2013.

In addition to Lawrence Station, we own five land parcels (two in Southern California, two in Northern California and one in Seattle) representing approximately 1,400 units of future development, and an estimated aggregate investment of approximately $635 million upon completion.

Capital Markets Activity

On October 14, 2010, we completed a tender offer for 4.125% convertible notes (GAAP interest cost on the convertible notes is 6.01%) that was announced in September concurrent with a $300 million unsecured note offering (5.20% coupon, March 2021 maturity). Approximately 90.2% of the notes outstanding prior to the tender offer ($321.3 million of the $356.3 million) were tendered. After giving effect to the purchase of the tendered convertible notes, an aggregate principal amount of $35.0 million remains outstanding.

In connection with the tender, a loss on retirement of debt totaling $22.9 million, or $0.36 per share for fourth quarter 2010 and $0.37 per share for the annual period was recognized in the fourth quarter. For the year ended December 31, 2010, we recorded a loss on retirement of debt totaling $23.5 million, or $0.38 per share.

Under the at-the-market equity distribution agreement filed with the Securities and Exchange Commission on Form 8-K on February 25, 2010, we issued 581,000 shares of common stock in the fourth quarter, at an average share price of $43.02 per share, with total gross proceeds of $25.0 million. The remaining capacity under the equity distribution agreement totals $225.0 million.

Common and Preferred Dividends Declared

On January 27, 2011, our board of directors approved regular common and preferred stock dividends for the quarter ending March 31, 2011. All common and preferred dividends will be payable on Thursday, March 31, 2011 to shareholders of record on Tuesday, March 15, 2011. The quarterly common dividend payment of $0.375 is equivalent to $1.50 per share on an annualized basis, and represents a yield of approximately 3.4% on Friday’s closing price of $44.28 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 the employment arrangements of Ms. Jones, and is 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 intentions. 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 effecting acquisitions, failure to successfully integrate acquired properties and operations, inability to dispose of assets that no longer meet our investment criteria under acceptable 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, please 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

Fourth Quarter 2010

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

BRE Properties, Inc.

Consolidated Statements of Income

Quarters Ended December 31, 2010 and 2009

(Unaudited, dollar and share amounts in thousands)

BRE Properties, Inc.

Non-GAAP Financial Measure Reconciliations and Definitions

(Dollar amounts in thousands)

This document includes certain non-GAAP financial measures that management believes are helpful in understanding our business, as further described below. BRE’s definition and calculation of non-GAAP financial measures may differ from those of other REITs, and may, therefore, not be comparable. The non-GAAP financial measures should not be considered an alternative to net income or any other GAAP measurement of performance and should not be considered an alternative to cash flows from operating, investing or financing activities as a measure of liquidity.

Funds from Operations (FFO)

FFO is used by industry analysts and investors as a supplemental performance measure of an equity REIT. FFO is defined by the National Association of Real Estate Investment Trusts as net income or loss (computed in accordance with accounting principles generally accepted in the United States) excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated real estate assets, plus depreciation and amortization of real estate assets and adjustments for unconsolidated partnerships and joint ventures. We calculate FFO in accordance with the NAREIT definition.

We believe that FFO is a meaningful supplemental measure of our operating performance because historical cost accounting for real estate assets in accordance with GAAP assumes that the value of real estate assets diminishes predictably over time, as reflected through depreciation. Because real estate values have historically risen or fallen with market conditions, management considers FFO an appropriate supplemental performance measure because it excludes historical cost depreciation, as well as gains or losses related to sales of previously depreciated property, from GAAP net income. By excluding depreciation and gains or losses on sales of real estate, management uses FFO to measure returns on its investments in real estate assets. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited.

Management also believes that FFO, combined with the required GAAP presentations, is useful to investors in providing more meaningful comparisons of the operating performance of a company’s real estate between periods or as compared to other companies. FFO does not represent net income or cash flows from operations as defined by GAAP and is not intended to indicate whether cash flows will be sufficient to fund cash needs. It should not be considered an alternative to net income as an indicator of the REIT’s operating performance or to cash flows as a measure of liquidity. Our FFO may not be comparable to the FFO of other REITs due to the fact that not all REITs use the NAREIT definition.

BRE Properties, Inc.

Non-GAAP Financial Measure Reconciliations and Definitions

(Dollar amounts in thousands)

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA

EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined by BRE as EBITDA, excluding minority interests, gains or losses from sales of investments, preferred stock dividends and other expenses. We consider EBITDA and Adjusted EBITDA to be appropriate supplemental measures of our performance because they eliminate depreciation, interest, and, with respect to Adjusted EBITDA, gains (losses) from property dispositions and other charges, which permits investors to view income from operations without the impact of noncash depreciation or the cost of debt, or with respect to Adjusted EBITDA, other non-operating items described above.

Because EBITDA and Adjusted EBITDA exclude depreciation and amortization and capture neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations, the utility of EBITDA and Adjusted EBITDA as measures of our performance is limited. Below is a reconciliation of net income available to common shareholders to EBITDA and Adjusted EBITDA:

Net Operating Income (NOI)

We consider community level and portfolio-wide NOI to be an appropriate supplemental measure to net income because it helps both investors and management to understand the core property operations prior to the allocation of general and administrative costs. This is more reflective of the operating performance of the real estate, and allows for an easier comparison of the operating performance of single assets or groups of assets. In addition, because prospective buyers of real estate have different overhead structures, with varying marginal impact to overhead from acquiring real estate, NOI is considered by many in the real estate industry to be a useful measure for determining the value of a real estate asset or groups of assets.

Because NOI excludes depreciation and does not capture the change in the value of our communities resulting from operational use and market conditions, nor the level of capital expenditures required to adequately maintain the communities (all of which have real economic effect and could materially impact our results from operations), the utility of NOI as a measure of our performance is limited. Other equity REITs may not calculate NOI consistently with our definition and, accordingly, our NOI may not be comparable to such other REITs’ NOI. Accordingly, NOI should be considered only as a supplement to net income as a measure of our performance. NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions. NOI also should not be used as a supplement to or substitute for cash flow from operating activities (computed in accordance with GAAP).

(d) Exhibits.

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.

Exhibit Index