MONARCH PROPERTIES INC
8-A12B, 1998-07-13
REAL ESTATE INVESTMENT TRUSTS
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                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                For Registration of Certain Classes of Securities
                    Pursuant to Section 12(b) or 12(g) of the
                         Securities Exchange Act of 1934

                            Monarch Properties, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Maryland                                  52-2086276
- ----------------------------------------    ------------------------------------
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

     8889 Pelican Bay Boulevard, Naples, FL                         34108
     ----------------------------------------                     ----------
     (Address of principal executive offices)                     (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

      Title of each class                      Name of each exchange on which
      to be so registered                      each class is to be registered

  Common Stock, $.001 par value                     New York Stock Exchange

     If this Form relates to the registration of a class of securities  pursuant
to  Section  12(b) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(c), please check the following box. [x]

     If this Form relates to the registration of a class of securities  pursuant
to  Section  12(g) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(d), please check the following box. [ ]

Securities Act registration statement file number to which this form relates:

                            333-51127 (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None


<PAGE>



Item 1. Description of Registrant's Securities to be Registered.

     The description of the Registrant's common stock, $.001 par value, included
under the caption  "Description  of Capital  Stock of the Company"  beginning on
page 98 in the Prospectus  contained in the Registration  Statement on Form S-11
(No. 333-51127) initially filed with the Securities and Exchange Commission (the
"Commission")  on  April  27,  1998,  as  such  may be  amended  (including  any
prospectus filed by the Registrant pursuant to Rule 424(b) promulgated under the
Securities Act of 1933, as amended), is incorporated herein by reference.

Item 2. Exhibits

          3.1  Form of Charter of the Registrant.*+

          3.2  Form of Bylaws of the Registrant.*+

          4.1  Specimen Common Stock Certificate.*

          --------------

          *    Exhibits 3.1, 3.2 and 4.1 are incorporated herein by reference to
               Exhibits  3.1,  3.2 and 4.1,  respectively,  to the  Registrant's
               Registration Statement on Form S-11, File No. 333-51127.

          +    These  Exhibits  will  become  effective  upon the closing of the
               initial  public  offering  of  common  stock  of  the  Registrant
               pursuant to the  effectiveness of the  Registration  Statement on
               Form S-11, File No. 333-51127.

                                Page 2 of 3 pages


<PAGE>




                                    SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                      MONARCH PROPERTIES, INC.

Dated:   July 13, 1998                 By: /s/ John B. Poole
                                          --------------------------------------
                                          John B. Poole
                                          President and Chief Executive Officer

                                Page 3 of 3 pages




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