<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549
                                   -----------

                                    FORM 10-K


/X/  Annual report pursuant to section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the fiscal year ended November 30, 1996, or

/ /  Transition report pursuant to section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the transition period from ________  to ________


                          Commission File Number 1-8383


                             MISSION WEST PROPERTIES


Incorporated in California       IRS Employer Identification Number:  95-2635431

Principal Executive Offices:                          Telephone:  (619) 450-3135
  6815 Flanders Drive, Suite 250
  San Diego, California  92121-3914




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

          Title of Class                           Exchanges on Which Registered
------------------------------------               -----------------------------
Shares of common stock, no par value                  American Stock Exchange
                                                      Pacific Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.                             Yes /X/    No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K, or any amendment to the
Form 10-K.                                                                   /x/

The aggregate market value of voting stock held by nonaffiliates of the
Registrant was $5,183,000 as of February 19, 1997.

The number of shares of the Registrant's common stock outstanding as of February
19, 1997, was 1,533,121.

Portions of Part III are incorporated by reference to the Registrant's
definitive Proxy Statement for the 1997 annual meeting of shareholders.

<PAGE>

                                     PART I


ITEM 1.  BUSINESS

GENERAL:

Mission West Properties (the "Company"), with corporate offices located in San
Diego, California, is a California corporation that has been engaged in
developing, owning, operating, and selling income-producing commercial real
estate.  Since completing its most recent development projects in 1991, the
Company has been involved principally in owning and operating real estate
projects.

The Company was formed in 1969 as Palomar Mortgage Investors, a California
business trust.  It operated as a real estate investment trust ("REIT") (as
defined by the Internal Revenue Code), investing primarily in short- and
intermediate-term construction and development loans secured by first trust
deeds on real property.  In 1974, the Company terminated new loan activity
except to facilitate the sale of property acquired from borrowers through
foreclosure or by deed in lieu of foreclosure and, in 1975, changed its name to
Mission Investment Trust.  In 1979, the Company terminated its status as a REIT
and began to develop and market properties it owned.  Since then, the Company
has acquired, developed, and sold properties in southern California and Arizona
in accordance with its business strategy.  In 1982 the Company incorporated
under its present name.

SALE OF REAL ESTATE PORTFOLIO:

In July 1996 the Company entered into an agreement to sell all its real estate
assets; this agreement was subsequently terminated and replaced, and the
subsequent agreement was also terminated and replaced.  On December 6, 1996, the
Company entered into an agreement to sell all the real estate assets to Spieker
Properties, L.P. ("Spieker"), a California limited partnership, for $50,500,000
in cash, subject to certain conditions customary in a transaction of this type.
A special shareholder meeting was held December 16, 1996, at which time the
Company's shareholders approved the sale of the real estate assets to Spieker.

A majority of the sale transaction was completed January 22, 1997, at which time
eight of the Company's ten operating properties and a vacant land parcel were
sold (also see Note 2 to the consolidated financial statements).  The remaining
two operating properties are anticipated to be sold within 120 days after
January 22, 1997.  The properties sold consisted of occupied office, light
industrial, and R&D buildings in San Diego and Riverside counties, California,
and occupied industrial buildings and vacant land in Chandler, Arizona.  The two
remaining properties consist of leaseholds, together with hangar and office
buildings thereon, comprising approximately 25 percent of the land at Palomar-
McClellan Airport in San Diego county.

Upon completion of sale of the eight properties and land, the Company received
$47,500,000 in cash, from which it repaid all debt encumbering the properties
and paid a majority of the related transaction and closing costs, including
$3,000,000 in "break-up" fees from the terminated sales transactions.  In
accordance with the sales agreement, $300,000 was withheld from the proceeds to
allow for satisfaction of any post-closing breaches of representations and
warranties made by the Seller.  If no such breaches occur, the $300,000 will be
released to the Company after 90 days.  Also in accordance with the sales
agreement, upon completion of sale of the two leasehold properties, the Company
will receive $3,000,000 in cash, subject to an additional $300,000
representation and warranty holdback (for 90 days), from which it will pay
related transaction costs.

On February 4, 1997, the Company declared that a special dividend of $9.00 per
share would be paid on February 27, 1997 to all shareholders of record as of
February 19, 1997.  This dividend represents the currently available portion of
the proceeds from the sale of the real estate assets.  The significance of the
sale of assets and the subsequent payment of dividend to shareholders is that
only nominal assets will remain in the Company and, therefore, the resulting
corporate entity has virtually no revenue-generating or cash-generating
capabilities.  The Board of Directors and management currently are reviewing
available strategic alternatives for the remaining corporate entity.  These
alternatives include a possible business or asset acquisition or combination, a
sale of the corporate entity, or outright liquidation.

There is no relationship between the Company and Spieker.

                                     - 1 - 

<PAGE>

WHOLLY OWNED SUBSIDIARIES:

The Company has two wholly owned subsidiaries, MIT Realty, Inc. and Mission West
Executive Aircraft Center, Inc. ("MWEAC").  MIT Realty, Inc. is an inactive
entity; it has no signed contracts or commitments.  MWEAC is an active
subsidiary that owns and operates office buildings and aircraft hangars as part
of a fixed-base operations center at the McClellan-Palomar Airport; management
of this facility is provided by an independent contractor and the results of the
operations of this subsidiary are included in the consolidated financial
statements of the Company.

EMPLOYEES:

The Company had seven full-time employees as of November 30, 1996.

REAL ESTATE INVESTMENTS AND MARKETING:

At November 30, 1996, the Company had investments in ten real estate projects
and one undeveloped parcel of land totaling $41,872,000, net of accumulated
depreciation and allowance for estimated losses.  The Company completed its most
recent development projects in 1991 and, since that time, has principally
focused on managing its real estate portfolio.  Because the Company's property
portfolio contained what management believed to be high-quality projects located
in desirable markets, the Company historically had been successful in both
leasing projects and effecting sales from time to time.  Subsequent to November
30, 1996, the Company sold a majority of its real estate properties (see Part I
-- Item 1 "Business -- Sale of Real Estate Portfolio" above).  The Company's
properties were substantially leased, with an average portfolio occupancy of 86
percent in fiscal year 1996, and had an aggregate positive cash flow.

GOVERNMENT REGULATIONS/ENVIRONMENTAL ISSUES:

The Company's rental properties were subject to various federal, state, and
local regulations such as those addressed by the American Disabilities Act and
local building codes.  The Company believes that the properties were in
substantial compliance with all applicable regulatory requirements through the
date of sale (see Part I -- Item 1 "Business -- Sale of Real Estate Portfolio"
above) and, therefore, no material costs are anticipated to correct
noncompliance.


ITEM 2.  PROPERTIES

The Company had developed or acquired commercial properties located in southern
California and Arizona.  Each property was selected for its perceived potential
to contribute value to the Company's real estate portfolio and ability to
generate profit, typically upon sale.  In the pursuit of enhancing property
values and profits, the Company committed to a regular maintenance program and
to providing superior property management services to its tenants.

During the year ended November 30, 1996, the Company's operating property
portfolio was, on average, 86 percent leased.  The rental rate for leases,
exclusive of airport hangar space, in effect during the year ranged from $0.31
to $1.99 per square foot, net of concessions.  The Company has negotiated each
lease separately; typically, office building and airport lease rates are full-
service, net of utilities, and industrial rates are triple net or modified
gross.  A majority of the leases contain provisions for annual cost-of-living or
percentage increases.  Lease terms average from one to five years, ranging up to
ten years, with a few month-to-month tenancies.  Cash flows from a property may
vary from year to year depending on tenant turnover.  Upon lease maturity,
expenditures such as lease commissions, leasehold improvements, and suite
refurbishments may occur.

                                      - 2 -
<PAGE>

ITEM 2.  PROPERTIES (CONTINUED)

The Company's real estate investments as of November 30, 1996, were as follows
(sale of all properties except the two Airport Projects was completed January
22, 1997; see Part I -- Item 1 "Business -- Sale of Real Estate Portfolio"
above):

<TABLE>
<CAPTION>

                                                                   YEAR                FISCAL 1996   NUMBER OF
                                        NUMBER OF    AMOUNT    CONSTRUCTED/              AVERAGE     TENANTS AT
       DESCRIPTION AND LOCATION         BUILDINGS   INVESTED     ACQUIRED     SQ. FT.   OCCUPANCY     11/30/96
       ------------------------         ---------   --------   -----------    -------   ---------    ---------
<S>                                     <C>        <C>         <C>            <C>       <C>          <C>
 OFFICE PROJECTS:
   Two-story, Carlsbad, CA                  2      $7,667,000      1988        80,540      65%           8
   Three-story, San Diego, CA               1       7,680,000      1989        75,711      86%           16
   Two-story, Carlsbad, CA                  1       5,575,000      1991        52,696      100%          7
   Two-story, San Diego, CA                 1       4,120,000      1989        45,097      42%           4

 INDUSTRIAL/R&D PROJECTS:
   Manufacturing, Riverside, CA             1       5,944,000      1991       161,588      100%          1
   R&D, San Diego, CA                       4       6,340,000      1984        87,409      66%           8
   R&D, San Diego, CA                       4       6,652,000      1990        72,320      96%           7
   Light industrial, Chandler, AZ           2       3,750,000      1986        65,630      97%           16
   Industrial, Carlsbad, CA                 3       3,593,000      1991        44,574      96%           17

 AIRPORT PROJECTS:
   Hangar/office bldg., Carlsbad, CA        1       1,812,000      1990        43,116      78%           11
   Hangars/office bldg., Carlsbad, CA       3       3,113,000      1990        90,155      92%           54

 UNDEVELOPED LAND:
   Chandler, AZ                            N/A        461,000      1985          N/A       N/A          N/A

</TABLE>


ITEM 3.  LEGAL PROCEEDINGS

The Company is party to certain legal proceedings in its ordinary course of
business.

A civil action for an unspecified amount of damages relating to environmental
contamination was filed in May 1995 by residents in Kennedy Heights and certain
nearby residential developments located in the greater Houston, Texas, area.
The suit was filed in the 281st District Court of Harris County in Houston,
Texas.  The Company and 50 other parties were named as defendants.  The Company
was dismissed from the action without prejudice in December 1995 and agreed at
that time to a tolling of the statute of limitations through December 11, 1997.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Company's security holders during the
quarter ended November 30, 1996.  A proposal for sale of all the Company's real
estate assets was put to a vote of security holders on December 16, 1996 (see
Part I -- Item 1 "Business -- Sale of Real Estate Portfolio" above); the sale
was approved by approximately 88 percent.


                                      - 3 -
<PAGE>

                                     PART II


ITEM 5.  MARKET FOR THE REGISTRANT'S SHARES OF COMMON STOCK AND RELATED
STOCKHOLDER MATTERS

Common Stock of the Company is traded on the American and Pacific Stock
Exchanges under the symbol MSW.  The following are the high and low sales
prices, by quarter, of the Registrant's shares for the two most recent fiscal
years.

                                1996                  1995
                          ----------------       ------------------
                           High       Low        High         Low
                          ------     -----       -----       ------

          1st Quarter     5 3/8      4 5/8       7 1/4       5 1/4
          2nd Quarter       7        4 5/8       5 3/4       5 1/4
          3rd Quarter     8 1/4      6 1/4       5 5/8       4 7/8
          4th Quarter     9 3/4      7 1/8       5 1/2         5


As of February 19, 1997, the approximate number of holders of record of the
Company's stock was 475.  The Company paid no dividends during fiscal 1996 or
1995.  Certain banks, through their debt agreements, had restricted the Company
from paying cash dividends to shareholders; these notes payable were repaid in
full upon completion of the sale of real estate in January 1997.  On February 4,
1997, the Company declared a special dividend of $9.00 per share to be paid
February 27, 1997 (see Part I -- Item 1 "Business -- Sale of Real Estate
Portfolio" above).


ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

Selected consolidated financial data is derived from the audited financial
statements and notes thereto (see Part II -- Item 8 "Consolidated Financial
Statements and Supplementary Data" below) and is as follows (in thousands,
except per share data):

<TABLE>
<CAPTION>

                                                            Years Ended November 30
                                      -------------------------------------------------------------------
                                       1996           1995           1994           1993           1992
                                      -------        -------        -------        -------        -------
<S>                                   <C>            <C>            <C>            <C>            <C>
Results of Operations:
  Revenues                            $ 7,526        $ 7,926        $ 9,297        $ 7,142        $ 7,297
  Net Income (Loss)                        35             52         (1,943)        (1,065)          (824)
  Net Income (Loss) per Share            0.02           0.04          (1.32)         (0.73)         (0.56)

Financial Condition:
  Total Assets                        $46,324        $47,570        $50,963        $56,236        $59,731
  Notes Payable                        30,753         31,967         34,382         35,938         38,229
  Shareholders' Equity per Share        10.34          10.33          10.02          11.27          12.04
  Cash Dividends Declared per Share      0.00           0.00           0.00           0.05           0.35
  Average Shares Outstanding            1,458          1,393          1,469          1,469          1,469

</TABLE>

                                      - 4 -
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

FISCAL 1996 COMPARED WITH FISCAL 1995:

During fiscal year 1996, the Company continued to focus operating efforts on
managing its real estate portfolio of ten operating projects; no properties were
sold and no development occurred during the year.  In addition to managing the
portfolio, the Company entered into an agreement to sell the portfolio in July
1996.  This agreement was subsequently replaced, with a majority of the real
estate being sold in January 1997 (see Part I -- Item 1 "Business -- Sale of
Real Estate Portfolio" above).

During 1996 occupancy levels remained fairly stable, averaging 86 percent for
the portfolio, compared to 87 percent in fiscal 1995.  Compared to fiscal 1995,
the Company's rental revenues from real estate decreased $81,000, or one
percent, in 1996; the related operating expenses of real estate decreased
$140,000, or eight percent.  The decrease in rental revenue primarily resulted
from the decrease in occupancy.  The net decrease in operating expenses resulted
from decreases in building repairs/reconditioning and property taxes that were
offset by general increases in operating costs.

Sales of real estate decreased $287,000 between years, primarily the result of
an unimproved parcel of land sold in 1995.  The related costs of real estate
sold in fiscal 1995 consist primarily of the land sale, while 1996 costs
primarily consist of expenses associated with the agreements to sell the entire
portfolio that were not consummated (costs associated with the sale completed in
January 1997 will be recorded as a cost of sale at that time).

Interest expense decreased $390,000 between years as a result of decreases in
outstanding notes payable and in prime lending rates (prime rates averaged 8.3
percent during fiscal 1996 compared to 8.8 percent during fiscal 1995).

FISCAL 1995 COMPARED WITH FISCAL 1994:

During fiscal year 1995, the Company did not engage in development activity and
sold no rental properties; the Company sold one parcel of undeveloped land.  The
Company continued to focus operating efforts on managing its real estate
portfolio of ten operating projects.  During 1995 occupancy levels averaged 87
percent for the portfolio, compared to 84 percent in fiscal 1994.  A $5,200,000
adjustment recorded in fiscal 1994 affected results of operations for fiscal
1995 in numerous areas, as discussed below.

Compared to fiscal 1994, the Company's rental revenues from real estate
increased $509,000, or eight percent, in 1995; the related operating expenses of
real estate decreased $208,000, or ten percent.  The increase in rental revenue
primarily resulted from effects of a $5,200,000 adjustment recorded during the
fourth quarter of fiscal 1994 to real estate investments and other assets
(reduced amortization of certain charges against rental revenue in 1995).  The
net decrease in operating expenses resulted from several factors.  Increases in
building repairs/reconditioning (successful leasing activity) and property taxes
in Arizona were offset by decreases in bad debt expense (including $115,000 in
recovery of prior bad debts), lease commission amortization (additional effect
of the 1994 adjustment), refunds of prior year property taxes (successful
assessment appeals), and general cost containment.  Depreciation of real estate
decreased $120,000 between years due to effects of the 1994 adjustment.

Sales of real estate decreased a net $1,696,000 between years.  Litigation was
settled during fiscal 1994 related to property sold in 1986, resulting in
$1,500,000 of nonrecurring revenue in fiscal 1994.  During fiscal 1995, a parcel
of unimproved land was sold for $225,000.  The related costs of real estate sold
in fiscal 1994 consist of legal fees and distributions in accordance with the
Company's Management Incentive Plan and in fiscal 1995 consist of the land sold
and various related selling costs.

Due to reimbursements from tenants for interior leasehold improvements in excess
of a standard allowance that were recorded in fiscal 1994 but not repeated in
fiscal 1995, other revenues decreased $184,000 between 1994 and 1995.

During fiscal 1995, general and administrative expenses decreased $255,000 due
to cost control and elimination of outside consultant fees recorded in fiscal
1994.  Interest expense increased $347,000 between years as a result of
increases in prime


                                      - 5 -
<PAGE>

FISCAL 1995 COMPARED WITH FISCAL 1994 (CONTINUED):

lending rates, offset by a $2,415,000 reduction in notes payable.  Prime rates
averaged 8.8 percent during fiscal 1995 compared to 6.9 percent during fiscal
1994.

As discussed in Note 4 to the Consolidated Financial Statements, the Company
adopted SFAS No. 109 effective December 1, 1993.  This required change in
accounting for income taxes resulted in a $440,000 cumulative effect, directly
contributing net income for fiscal 1994 that was not repeated in fiscal 1995.


CHANGES IN FINANCIAL POSITION

NOVEMBER 30, 1996 COMPARED WITH NOVEMBER 30, 1995:



During fiscal year 1996, the Company's cash and investments position increased a
net $17,000.  Cash inflow from operations was offset by scheduled debt
amortizations of $964,000, a $250,000 payoff of note payable upon maturity,
normal interest expense, lease commissions payments, and payment of certain
costs related to the portfolio sale.  The $1,312,000 decrease in real estate
investments during fiscal 1996 resulted primarily from normal depreciation.

During fiscal 1996, the Company negotiated renewals of 40 percent of its debt
portfolio, extending maturities until 2001.  One unsecured loan in the amount of
$250,000 was paid in full during 1996 upon its maturity.


LIQUIDITY AND CAPITAL RESOURCES

As discussed in Part I -- Item 1 "Business -- Sale of Real Estate Portfolio"
above and in Note 2 "Subsequent Event -- Sale of Real Estate Investments" to the
consolidated financial statements below, the Company entered into an agreement
to sell its entire real estate portfolio and a majority of that sale was
completed in January 1997.  Additionally, a special dividend to shareholders of
$9.00 per share was declared in February 1997; this dividend represented the
currently available portion of the net proceeds from the sale of the assets.
Sale of the remainder of the portfolio is scheduled to be completed within 120
days after January 22, 1997 and payment of an additional special dividend to
shareholders will be considered at that time.

The significance of the sale of assets and the subsequent payment of dividend(s)
to shareholders is that only nominal assets will remain in the Company and,
therefore, the resulting corporate entity has virtually no revenue-generating or
cash-generating capabilities.  The Board of Directors and management currently
are reviewing available strategic alternatives for the remaining corporate
entity.  These alternatives include a possible business or asset acquisition or
combination, a sale of the corporate entity, or outright liquidation.

Upon the January 1997 sale, reductions in general and administrative ("G&A")
expenses of approximately $10,000 per month were made.  Other G&A expenses of
approximately $78,000 per month will continue until the remainder of the real
estate is sold and until the future course of the Company is determined.  These
two items are anticipated to be achieved by the third quarter of fiscal 1997.
Funding of future G&A expenses and any other items that arise will occur from
current cash on hand.

IMPACT OF RECESSION ON OPERATIONS

Due to the sale of essentially all the Company's assets (see Part I -- Item 1
"Business -- Sale of Real Estate Portfolio" above), an impact from recession on
the Company's operations or financial condition is not considered likely.

IMPACT OF INFLATION AND CHANGING PRICES ON OPERATIONS

Due to the sale of essentially all the Company's assets (see Part I -- Item 1
"Business -- Sale of Real Estate Portfolio" above), an impact from inflation or
changing prices on the Company's operations or financial condition is not
considered likely.


                                      - 6 -
<PAGE>

<TABLE>
<CAPTION>

ITEM 8.  CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES:            Page
                                                                            ----
<S>                                                                      <C>

   Report of Independent Accountants                                           8
   Consolidated Balance Sheets (including Pro Forma Balance Sheet)             9
   Consolidated Statements of Operations                                      10
   Consolidated Statements of Cash Flows                                      11
   Consolidated Statements of Shareholders' Equity                            12
   Notes to Consolidated Financial Statements                            13 - 17

   Schedule XI -- Real Estate and Accumulated Depreciation                    18

   (All other schedules are omitted because they are not applicable or the
   required information is presented in the financial statements or notes
   thereto.)

</TABLE>

                                      - 7 -
<PAGE>





                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and
Shareholders of Mission West Properties

In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects, the financial position of
Mission West Properties and its subsidiaries (the "Company") at November 30,
1996 and 1995, and the results of their operations and their cash flows for each
of the three years in the period ended November 30, 1996, in conformity with
generally accepted accounting principles.  These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits.  We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.

On January 22, 1997, the Company sold a majority of its real estate assets
pursuant to an agreement, as more fully described in Note 2 to the consolidated
financial statements.  The pro forma balance sheet reflects the effect of this
sale on the Company's financial condition at November 30, 1996, had the sale
occurred at that date.

As discussed in Note 4, during fiscal year 1994 the Company changed its method
of accounting for income taxes.



PRICE WATERHOUSE LLP
San Diego, California
February 11, 1997



                                      - 8-
<PAGE>


<TABLE>
<CAPTION>

                                                       MISSION WEST PROPERTIES
                                                     Consolidated Balance Sheets
                                                           At November 30


                                                                     PRO FORMA
ASSETS:                                                               (NOTE 2)         1996           1995
                                                                    -------------  -------------  -------------
<S>                                                                 <C>            <C>            <C>
Cash and cash equivalents                                           $  2,390,000   $  3,111,000   $    566,000
Short-term investments, held-to-maturity                                   -              -          2,528,000

Real estate investments (held-for-sale):
 Rental properties, less accumulated depreciation                      3,726,000     45,824,000     47,136,000
   of $10,422,000 in 1996 and $9,054,000 in 1995
   ($44,455,000 pledged in 1996; $45,729,000 in 1995)
 Unimproved land ($461,000 pledged in 1996 and 1995)                       -            461,000        461,000
                                                                    -------------  -------------  -------------

                                                                       3,726,000     46,285,000     47,597,000
 Less allowance for estimated losses                                    (654,000)    (4,413,000)    (4,413,000)
                                                                    -------------  -------------  -------------

    Net real estate investments                                        3,072,000     41,872,000     43,184,000

Other assets, less allowances of $360,000 in 1996 and
 $541,000 in 1995 and accumulated depreciation of
 $321,000 in 1996 and $312,000 in 1995                                   585,000      1,341,000      1,292,000
                                                                    -------------  -------------  -------------

                                                                    $  6,047,000   $ 46,324,000   $ 47,570,000
                                                                    -------------  -------------  -------------
                                                                    -------------  -------------  -------------


LIABILITIES AND SHAREHOLDERS' EQUITY:

Notes payable                                                       $      -       $ 30,753,000   $ 31,967,000
Accounts payable and accrued expenses                                  2,315,000      1,389,000      1,466,000
                                                                    -------------  -------------  -------------

    Total liabilities                                                  2,315,000     32,142,000     33,433,000
                                                                    -------------  -------------  -------------

Commitments and contingencies (Note 7)
Shareholders' equity:
 Common stock, no par value, 10,000,000 shares
   authorized, 1,371,121 shares issued and outstanding
   (1,368,721 in 1995)                                                20,215,000     19,456,000     19,446,000
 Accumulated deficit                                                 (16,483,000)    (5,274,000)    (5,309,000)
                                                                    -------------  -------------  -------------

    Total shareholders' equity                                         3,732,000     14,182,000     14,137,000
                                                                    -------------  -------------  -------------

                                                                    $  6,047,000   $ 46,324,000   $ 47,570,000
                                                                    -------------  -------------  -------------
                                                                    -------------  -------------  -------------

</TABLE>


                    See accompanying notes to consolidated financial statements.


                                                - 9 -
<PAGE>

<TABLE>
<CAPTION>

                                             MISSION WEST PROPERTIES
                                        Consolidated Statements of Operations
                                       (Discontinued Operations -- See Note 2)
                                               Years Ended November 30



                                                                               1996           1995           1994
                                                                          -----------    -----------    -----------
<S>                                                                       <C>            <C>            <C>
REVENUES:
  Rental revenues from real estate                                        $ 7,065,000    $ 7,146,000    $ 6,637,000
  Sales of real estate                                                        113,000        400,000      2,096,000
  Other, including interest                                                   348,000        380,000        564,000
                                                                          -----------    -----------    -----------
                                                                            7,526,000      7,926,000      9,297,000
                                                                          -----------    -----------    -----------


EXPENSES:
  Operating expenses of real estate                                         1,643,000      1,783,000      1,991,000
  Depreciation of real estate                                               1,369,000      1,352,000      1,472,000
  Costs of real estate sold                                                   419,000        324,000        229,000
  Provision for estimated losses on real estate                                 -              -          5,200,000
  General and administrative                                                  991,000        945,000      1,200,000
  Interest                                                                  3,045,000      3,435,000      3,088,000
                                                                          -----------    -----------    -----------

                                                                            7,467,000      7,839,000     13,180,000
                                                                          -----------    -----------    -----------
Income (loss) before income taxes and cumulative effect of
  change in accounting                                                         59,000         87,000     (3,883,000)
Provision for (benefit from) income taxes                                      24,000         35,000     (1,500,000)
                                                                          -----------    -----------    -----------

Income (loss) before cumulative effect of change in accounting                 35,000         52,000     (2,383,000)
Cumulative effect of change in accounting for income taxes                      -              -            440,000
                                                                          -----------    -----------    -----------

NET INCOME (LOSS)                                                        $     35,000   $     52,000    $(1,943,000)
                                                                          -----------    -----------    -----------
                                                                          -----------    -----------    -----------



PER SHARE:
  Income (loss) before cumulative effect of change in accounting               $ 0.02         $ 0.04         $(1.62)
  Cumulative effect of change in accounting for income taxes                      -              -             0.30
                                                                          -----------    -----------    -----------

  Net income (loss) per share                                                  $ 0.02         $ 0.04         $(1.32)
                                                                          -----------    -----------    -----------
                                                                          -----------    -----------    -----------

</TABLE>












                    See accompanying notes to consolidated financial statements.


                                                    - 10 -
<PAGE>

<TABLE>
<CAPTION>

                                             MISSION WEST PROPERTIES
                                     Consolidated Statements of Cash Flows
                                             Years Ended November 30



                                                                              1996           1995           1994
                                                                          -----------    -----------    -----------
<S>                                                                       <C>            <C>            <C>
Cash flows from operating activities:
  Net income (loss)                                                       $    35,000    $    52,000    $(1,943,000)
  Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:
      Provision for estimated losses on real estate                             -              -          5,200,000
      Depreciation                                                          1,379,000      1,360,000      1,479,000
      Cumulative effect of change in accounting for income
        taxes                                                                   -              -           (440,000)
      Deferred income taxes                                                    35,000        102,000     (1,784,000)
      Compensation expense of stock options                                     -              -             82,000
      Changes in assets and liabilities:
        Decrease (increase) in net real estate investments                    (57,000)        28,000       (673,000)
        Decrease (increase) in other assets                                   (94,000)      (549,000)       361,000
        Increase (decrease) in accounts payable and accrued
         expenses                                                             (77,000)      (395,000)       168,000
                                                                          -----------    -----------    -----------

  Net cash provided by operating activities                                 1,221,000        598,000      2,450,000
                                                                          -----------    -----------    -----------

Cash flows from investing activities:
  Net maturities of short-term investments                                  2,528,000        191,000        492,000
                                                                          -----------    -----------    -----------

Cash flows from financing activities:
  Repayments on notes payable                                              (1,214,000)    (2,415,000)    (1,556,000)
  Proceeds from issuance of Common Stock upon option exercise                  10,000          -              -
                                                                          -----------    -----------    -----------

  Net cash used for financing activities                                   (1,204,000)    (2,415,000)    (1,556,000)
                                                                          -----------    -----------    -----------

Net increase (decrease) in cash and cash equivalents                        2,545,000     (1,626,000)     1,386,000

Cash and cash equivalents at beginning of year                                566,000      2,192,000        806,000
                                                                          -----------    -----------    -----------

Cash and cash equivalents at end of year                                  $ 3,111,000    $   566,000    $ 2,192,000
                                                                          -----------    -----------    -----------
                                                                          -----------    -----------    -----------

</TABLE>















                    See accompanying notes to consolidated financial statements.


                                               - 11 -
<PAGE>

<TABLE>
<CAPTION>

                                             MISSION WEST PROPERTIES
                                  Consolidated Statements of Shareholders' Equity
                                   Years Ended November 30, 1996, 1995 and 1994



                                                                            Common       Accumulated
                                                                             Stock         Deficit          Total
                                                                          -----------    -----------    -----------

<S>                                                                       <C>            <C>            <C>
Balance at November 30, 1993                                              $19,966,000    $(3,418,000)   $16,548,000
  Grant of 125,000 nonqualified stock options, net                            115,000          -            115,000
  Net loss for 1994                                                             -         (1,943,000)    (1,943,000)
                                                                          -----------    -----------    -----------

Balance at November 30, 1994                                               20,081,000     (5,361,000)    14,720,000
  Redemption and retirement of 100,000 shares                                (635,000)         -           (635,000)
  Net income for 1995                                                           -             52,000         52,000
                                                                          -----------    -----------    -----------

Balance at November 30, 1995                                               19,446,000     (5,309,000)    14,137,000
  Issuance of Common Stock upon option exercise                                10,000          -             10,000
  Net income for 1996                                                           -             35,000         35,000
                                                                          -----------    -----------    -----------

Balance at November 30, 1996                                              $19,456,000    $(5,274,000)   $14,182,000
                                                                          -----------    -----------    -----------
                                                                          -----------    -----------    -----------

</TABLE>






























                    See accompanying notes to consolidated financial statements.

                                                - 12 -

<PAGE>

                             MISSION WEST PROPERTIES
                   Notes to Consolidated Financial Statements
                                November 30, 1996



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GENERAL POLICIES:  Mission West Properties (the "Company") has been engaged in
developing, owning, operating, and selling income-producing real estate located
principally in southern California.  As discussed in Note 2 "Subsequent Event --
Sale of Real Estate Investments" below, the Company entered into an agreement to
sell its entire real estate portfolio and a majority of that sale was completed
in January 1997.  The Company is 49 percent owned by Triton Group Ltd.
("Triton").

The accompanying financial statements consolidate the accounts of the Company
and its wholly owned subsidiaries.  All transactions between the Company and its
subsidiaries have been eliminated.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at financial statement date, and the reported
amounts of revenues and expenses during the reporting period.  Actual results
could differ from those estimates.

REAL ESTATE:  The Company's real estate investments are carried at cost; an
allowance for estimated losses is provided for other than temporary declines in
value based on the Directors' and management's periodic evaluation of those
investments.  This evaluation considers recent appraised values, market
conditions, and the Company's investment strategies.

Although adoption is not required until its fiscal year 1997, the Company has
assessed the impact of Statement of Financial Accounting Standards ("SFAS") No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of."  Based on the selling price of the real estate assets
(see Note 2 "Subsequent Event -- Sale of Real Estate Investments" below), the
Company does not believe there has been an impairment of the assets that would
have an adverse impact on its financial position or results of operation.

Revenues from sales of real estate are reported at the time of sale or when
certain financial criteria are met.

DEPRECIATION:  Depreciation on rental properties is computed using the straight-
line method over the estimated useful lives of the assets, generally ten to 30
years.

INCOME TAXES:  Income taxes are accounted for in accordance with SFAS No. 109,
"Accounting for Income Taxes."  Deferred income taxes are provided for all
temporary differences and operating loss and tax credit carryforwards.  Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.  Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.

NET INCOME (LOSS) PER SHARE:  Net income (loss) per share of common stock is
based on 1,457,551 shares in fiscal year 1996 and 1,393,105 and 1,468,721 shares
in fiscal years 1995 and 1994, respectively.   The shares for 1996 include the
weighted average shares outstanding for the year as well as the dilutive effect
of common stock equivalents, which consist of shares subject to stock options.
The effect of stock options is either immaterial or antidilutive for fiscal
years 1995 and 1994; therefore, only the weighted average shares outstanding are
used in those per share computations.

CASH AND CASH EQUIVALENTS:  Cash and cash equivalents includes cash on hand,
money market funds, U.S. Treasury Bills, and certificates of deposit with an
original maturity of 90 days or less.  Short-term investments include U.S.
Treasury Bills and certificates of deposit.

FAIR VALUE OF FINANCIAL INSTRUMENTS:  The carrying amounts of the Company's
financial instruments as presented are reasonable estimates of those
instruments' fair values.


                                     - 13 -
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CONCENTRATIONS OF CREDIT RISK:  Credit risk is primarily concentrated in cash
equivalents, short-term investments, and rent receivables.  Cash in excess of
operating requirements is invested in U.S. Treasury securities or with federally
insured institutions in short-term certificates of deposit; amounts invested
with a single institution are limited to minimize risk.  The Company's primary
operations have consisted of leasing commercial space to small and medium-sized
tenants, primarily in southern California.  To reduce credit risk, the Company
obtains and holds security deposits from a majority of tenants and performs
ongoing credit evaluations of all major tenants' financial conditions.

SHORT-TERM INVESTMENTS:  Investments are accounted for in accordance with SFAS
No. 115, "Accounting for Certain Investments in Debt and Equity Securities,"
which requires that investments be classified as either held-to-maturity,
trading, or available-for-sale.  Held-to-maturity investments are carried at
amortized costs; unrealized gains and losses are included in earnings for
trading investments and are recorded directly to shareholders' equity for
available-for-sale investments.  Management determines the classification of
investments at the time of purchase; the Company's short-term investments are
classified as held-to-maturity and are carried at amortized cost, which
approximates fair value.

NOTE 2 -  SUBSEQUENT EVENT -- SALE OF REAL ESTATE INVESTMENTS
          PRO FORMA BALANCE SHEET AND DISCONTINUED OPERATIONS

The Pro Forma balance sheet has been prepared to show the effects that two
subsequent events, a sale of the Company's real estate assets and payment of a
special dividend (as discussed below), would have had on the November 30, 1996
balance sheet.  Effects reflected in the Pro Forma balance sheet include cash
proceeds from the sale of nine properties, repayment of debt, gain on the sale,
related income tax liability, and payment of the special dividend.

During July 1996 the Company entered into an agreement to sell all its real
estate assets; this agreement was subsequently terminated and replaced, and the
subsequent agreement was also terminated and replaced.  On December 6, 1996, the
Company entered into an agreement to sell all its real estate assets to Spieker
Properties, L.P. ("Spieker"), a California limited partnership, for $50,500,000
in cash, subject to certain conditions customary in a transaction of this type.
A special shareholder meeting was held December 16, 1996, at which time the
Company's shareholders approved the sale of the real estate assets to Spieker.

A majority of the sale transaction was completed January 22, 1997, at which time
nine of the Company's 11 real estate properties were sold.  The remaining two
properties are anticipated to close within 120 days after January 22, 1997.  The
nine properties sold consisted of occupied office, light industrial, and R&D
buildings in San Diego and Riverside counties, California, and occupied
industrial buildings and vacant land in Chandler, Arizona.  The total building
space sold approximated 685,000 square feet.  The two remaining properties
consist of leaseholds, together with hangar and office buildings thereon,
comprising approximately 25 percent of the land at Palomar-McClellan Airport in
San Diego county, California.

Upon completion of sale of the nine properties, the Company received $47,500,000
in cash, from which it repaid all debt encumbering the properties and paid a
majority of the related transaction and closing costs, including $3,000,000 in
"break-up" fees from the terminated sales transactions.  In accordance with the
sales agreement, $300,000 was withheld from the proceeds to allow for
satisfaction of any post-closing breaches of representations and warranties made
by the Seller.  If no such breaches occur, the $300,000 will be released to the
Company after 90 days.  Also in accordance with the sales agreement, upon
completion of sale of the two leasehold properties, the Company will receive
$3,000,000 in cash, subject to an additional $300,000 representation and
warranty holdback (for 90 days), from which it will pay related transaction
costs.

The sale of the real estate results in a substantial gain for the Company.  This
sale will be recorded upon its completion in fiscal year 1997.  The significance
of the sale of assets and the subsequent payment of dividend(s) to shareholders
is that only nominal assets will remain in the Company and, therefore, the
resulting corporate entity has virtually no revenue-generating or cash-
generating capabilities.

On February 4, 1997, the Company declared that a special dividend of $9.00 per
share would be paid on February 27, 1997 to all shareholders of record as of
February 19, 1997.  This dividend represents the currently available portion of
the proceeds from the sale of the real estate assets.

                                     - 14 -
<PAGE>


NOTE 3 - NOTES PAYABLE
<TABLE>
<CAPTION>

                                                                                       November 30
                                                                               --------------------------
Notes payable comprise the following:                                              1996           1995
                                                                               -----------    -----------
<S>                                                                            <C>            <C>
Secured notes payable to banks, due 1998 through 2001, interest rates          $29,365,000    $30,218,000
 ranging from 9% (fixed) to 9.75% (prime plus 1.5%), principal and
 interest due in monthly installments of $290,000, balance of principal
 due at maturity
Unsecured note payable to bank, due 1996, interest rate of 9.75% (prime              -            250,000
 plus 1.5%), interest only due monthly, principal due at maturity
Secured note payable to insurance company, due 1997, interest rate of
 10%, principal and interest due in monthly installments of $21,000              1,388,000      1,499,000
                                                                               -----------    -----------

                                                                               $30,753,000    $31,967,000
                                                                               -----------    -----------
                                                                               -----------    -----------

</TABLE>

Aggregate principal payments required on the notes payable at November 30, 1996,
are $2,230,000, $16,760,000, $298,000, $298,000, and $11,167,000 for the years
1997 through 2001.  Certain of the notes payable contain financial covenants
such as debt service coverage and maximum debt-to-worth ratios.  Additional
covenants restrict the Company from paying cash dividends and other provisions
specify that a change in majority voting power of the Company's stock, either by
transfer or the issuance of additional voting securities, is an event of
default.  All notes payable were repaid in full upon the sale of a majority of
the Company's real estate assets in January 1997 (see Note 2 "Subsequent
Event -- Sale of Real Estate Investments" above).


NOTE 4 - INCOME TAXES

<TABLE>
<CAPTION>

                                                                                       November 30
                                                                               --------------------------
Deferred tax assets (liabilities) comprise the following:                          1996           1995
                                                                               -----------    -----------
<S>                                                                            <C>            <C>
Basis of depreciable assets                                                    $   497,000    $   500,000
Other                                                                              283,000        324,000
                                                                               -----------    -----------

   Deferred tax assets                                                             780,000        824,000
                                                                               -----------    -----------

Deferred rental revenue                                                            (39,000)       (21,000)
Other                                                                              (86,000)       (75,000)
                                                                               -----------    -----------

   Deferred tax liabilities                                                       (125,000)       (96,000)
                                                                               -----------    -----------

                                                                                   655,000        728,000
Deferred tax asset valuation allowance                                            (188,000)      (226,000)
                                                                               -----------    -----------

                                                                               $   467,000    $   502,000
                                                                               -----------    -----------
                                                                               -----------    -----------

</TABLE>

<TABLE>
<CAPTION>


The provision for (benefit from) income taxes reconciles                       Years Ended November 30
                                                                      ---------------------------------------
to the statutory rate as follows:                                       1996            1995           1994
                                                                      --------        --------       --------
<S>                                                                   <C>             <C>            <C>
Statutory federal tax rate                                              34.0%           34.0%         (34.0)%
Increase (decrease) in taxes resulting from:
 Change in deferred tax asset valuation allowance                      (64.2)           (7.1)           5.3
 Alternative minimum taxes                                              60.9             -              -
 State income tax, net of federal tax benefit                            6.1            10.6           (7.6)
 Other                                                                   3.9             2.7           (2.3)
                                                                        ----            ----          ------

                                                                        40.7%           40.2%         (38.6)%
                                                                        ----            ----          ------
                                                                        ----            ----          ------
</TABLE>



                                                   - 15 -
<PAGE>

NOTE 4 - INCOME TAXES (CONTINUED)

<TABLE>
<CAPTION>

The provision for (benefit from) income taxes comprises              Years Ended November 30
the following:                                             ------------------------------------------
                                                               1996           1995           1994
                                                           -----------    ------------   ------------
<S>                                                        <C>            <C>            <C>
CURRENT
   Federal                                                 $   (21,000)   $   (81,000)   $   696,000
   State                                                        10,000         14,000         83,000
                                                           ------------   ------------   ------------

                                                               (11,000)       (67,000)       779,000
                                                           ------------   ------------   ------------
DEFERRED
   Federal                                                      35,000        102,000     (1,916,000)
   State                                                         -              -           (363,000)
                                                           ------------   ------------   ------------

                                                                35,000        102,000     (2,279,000)
                                                           ------------   ------------   ------------

                                                          $     24,000   $     35,000    $(1,500,000)
                                                          ------------   ------------    ------------
                                                          ------------   ------------    ------------

</TABLE>

The Company adopted SFAS No. 109 effective December 1, 1993.  This accounting
statement requires recognition of deferred tax assets and liabilities for
differences between the financial statement carrying amounts and the tax basis
of assets and liabilities, at anticipated tax rates.  The cumulative effect of
this change in the method of accounting for income taxes resulted in a $440,000
decrease in the net loss for fiscal year 1994.  As of November 30, 1996, the
Company's net deferred tax asset is included in other assets.

The provision for (benefit from) income taxes reflects temporary differences in
the recognition of revenue and expense for tax and financial reporting purposes.
These temporary differences primarily arise from the recognition of rental
revenue from real estate, recognition of accrued expenses, capitalized interest,
and a different depreciable basis for tax than for financial reporting purposes.
The Company carries back federal net operating losses to prior years for refunds
and carries forward state net operating losses to be applied against future
operating income, if any.

Due to the uncertainty of realizing the benefit of certain deferred tax assets,
including state loss carryforwards, a valuation allowance was established in
fiscal year 1994.  The net decrease in the valuation allowance during fiscal
year 1996 was due to changes in the state loss carryforward amount.


NOTE 5 - SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the fiscal year for interest was $3,106,000, $3,566,000, and
$3,102,000 in 1996, 1995, and 1994, respectively.  The Company received an
income tax refund, net of payments, of $17,000 in fiscal year 1996 and paid
income taxes, net of refunds, of $258,000 and $145,000 in fiscal years 1995 and
1994, respectively.

During the first quarter of fiscal year 1995, in a noncash transaction, the
Company reacquired and retired 100,000 shares of its common stock.  This
transaction was effected by a transfer of 100,000 shares of the Company's stock
from Triton to an affiliated tenant, at which point Triton's investment in the
Company decreased to 49 percent, and an exchange of the 100,000 shares from the
affiliated tenant to the Company for real estate assets, consisting of certain
tenant improvements, and a modification of lease terms, consisting of an
extension of maturity and a reduction in rent.


NOTE 6 - STOCK OPTIONS AND STOCK PURCHASE PLAN

The Company has a Director Stock Option Plan and an Incentive Stock Option Plan
under which non-salaried directors and officers, respectively, may purchase
shares of the Company's stock at a minimum option price based on market value at
the date of grant.  Options granted under the plans become exercisable ratably
over five years and expire after a period not to exceed ten years.   At November
30, 1996, 150,000 and 200,000 shares were authorized under each plan, of which
131,600 and 163,600 were available for grant and 26,400 and 49,080 were
exercisable under the Director Stock Option Plan and the


                                     - 16 -
<PAGE>

NOTE 6-STOCK OPTIONS AND STOCK PURCHASE PLAN (CONTINUED)
Incentive Stock Option Plan, respectively.  Provisions of the Plans accelerate
vesting of all unvested options upon the sale of a majority of the Company's
real estate assets (see Note 2 "Subsequent Event -- Sale of Real Estate
Investments" above); such unvested shares at November 30, 1996 totaled 13,520.

Activity in these plans comprises the
following:                                        Years Ended November 30
                                                ----------------------------
                                                  1996      1995      1994
                                                --------  -------   --------

Beginning share balance                         100,000   106,400   156,200
 Exercised ($4.125 per share)                    (2,400)    -         -
 Canceled ($10.125 per share in 1996)            (8,600)   (6,400)   (49,800)
                                                --------  -------   --------

Ending share balance ($3.25 to $9.75 per share)  89,000   100,000   106,400
                                                --------  -------   --------
                                                --------  -------   --------

Effective July 1, 1994, the Company granted nonqualified options to purchase
125,000 shares of its Common stock to a key executive.  The exercise price of
the options is $3.00 per share and the options expire ten years from the date of
grant.  Options to purchase 73,000 shares of the grant vested immediately; the
remainder of the options become exercisable if specific financial milestones
occur.

SFAS No. 123, "Accounting for Stock-Based Compensation," issued in October 1995,
will require adoption during the Company's fiscal year 1997.  The impact of
adoption is considered to be minimal since no options have been granted in
recent years.


The Company has a Stock Purchase Plan for which all directors and employees are
eligible.  Under terms of the plan, each eligible participant may contribute up
to $3,000 per month, to be invested in shares of the Company's stock purchased
on the open market.  The Company contributes $0.50 to the plan for each $1.00
contributed by a participant.  The total amounts expended by the Company for
such contributions during the years ended November 30, 1996, 1995, and 1994 were
$37,000, $31,000, and $19,000, respectively.


NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company is a lessee on two 30-year land leases at an airport in San Diego
county and incurred rental expense of $189,000, $192,000, and $189,000 for
fiscal years ended November 30, 1996, 1995, and 1994, respectively.  The
provisions of the leases require minimum lease payments of $183,000, $192,000,
$201,000, $211,000, and $222,000 during the Company's fiscal years 1997 through
2001 and $6,310,000 thereafter, and contingent payments of five percent of
certain sublease income.  The lease amounts are subject to renegotiation to
reflect cost of living increases every five years.  The Company holds subleases
and records sublease revenue from these two parcels; the related minimum future
rentals are included in the amounts set forth below.

Minimum future rentals revenue on non-cancelable operating leases as of November
30, 1996 amount to $5,682,000, $4,331,000, $3,037,000, $2,439,000, and
$1,699,000 for fiscal years 1997 through 2001, respectively, and $7,173,000
thereafter.  During the years ended November 30, 1995 and 1994, rental revenue
from real estate of $611,000 and $763,000, respectively, was recorded for
property leased to former affiliates of Triton.

A civil action for an unspecified amount of damages relating to environmental
contamination was filed in May 1995 by residents in Kennedy Heights and certain
nearby residential developments located in the greater Houston, Texas, area.
The suit was filed in the 281st District Court of Harris County in Houston,
Texas.  The Company and 50 other parties were named as defendants.  The Company
was dismissed from the action without prejudice in December 1995 and agreed at
that time to a tolling of the statute of limitations through December 11, 1997.


                                     - 17 -
<PAGE>


<TABLE>
<CAPTION>

                                                       MISSION WEST PROPERTIES
                                     SCHEDULE XI -- Real Estate and Accumulated Depreciation (a)
                                                          November 30, 1996
                                                           (in thousands)


                                                                        Costs Capitalized      Carrying
                                                                         Subsequent to          Amount
                                                        Initial Cost        Acquisition         at End    Accum.     Date
                                                               Bldgs. &  Improve-    Prop.      of Year   Deprec.     of       Date
Location and Description            Encumbrances       Land    Impvmts.    ments     Taxes       (b)(d)     (c)      Const.   Acq'd.
------------------------            ------------     --------  --------  --------    -----     ---------  -------    ------   ------
<S>                                 <C>              <C>       <C>       <C>         <C>       <C>        <C>        <C>      <C>
RENTAL PROPERTIES:
  Carlsbad, California:
    Industrial buildings              $ 1,748        $ 1,029  $    -     $ 2,533     $ 31      $ 3,593   $   483      3/91      7/88
    Office building                     2,815          1,029       -       4,460       86        5,575       730      3/91      7/88
    Office buildings                    4,772          1,434       -       6,174       59        7,667     1,592      9/88     11/85
    Hangars/office building             1,661            -         -       3,084       29        3,113       755      2/90      6/88
    Hangar/office building                -              -       1,353       459       -         1,812       444       -        9/90
  Riverside, California:
    Manufacturing building              3,022          2,187        28     3,693       36        5,944       869      3/91      9/90
  San Diego, California:
    Office building                     5,527          2,155     3,498     2,027       -         7,680     1,223      5/85      7/89
    R&D buildings                       4,013          2,122       -       4,170       48        6,340     1,442     11/84      1/84
    R&D/office buildings                5,807          2,786       -       7,920       66       10,772     1,835      3/90      1/84
  Chandler, Arizona:
    Industrial buildings                1,388            760       -       2,942       48        3,750     1,049      9/86      6/85
UNIMPROVED LAND:
  Chandler, Arizona:
    Vacant land                          -               457       -         -          4          461       -         -        6/85
                                      -------        -------   -------   -------     ----      -------   -------

                                      $30,753        $13,959   $ 4,879   $37,462     $407      $56,707   $10,422
                                      -------        -------   -------   -------     ----      -------   -------
                                      -------        -------   -------   -------     ----      -------   -------

</TABLE>




--------------------------
(a)  A majority of the real estate investments were sold January 22, 1997.  See
     Note 2 to the consolidated financial statements.

(b)  The cost basis of real estate for federal income tax purposes approximates
     its gross carrying value, before accumulated depreciation and allowance for
     estimated losses.  The allowance for estimated losses of $4,413,000 at
     November 30, 1996, was determined in accordance with the Company's policy
     as described in Note 1 to the consolidated financial statements.

(c)  Rental properties are depreciated on a straight-line basis over a 10- to
     30-year life.  Changes in accumulated depreciation for the three years
     ended November 30, 1996, follows:


<TABLE>
<CAPTION>

                                                                                               1996           1995           1994
                                                                                             -------        -------        -------
     <S>                                                                                     <C>            <C>
     Balance at beginning of year                                                            $ 9,054        $ 7,702        $ 6,233
     Charged to expense during the year                                                        1,369          1,352          1,472
     Deletions for property sold during the year and other                                        (1)           -               (3)
                                                                                             -------        -------        -------
     Balance at end of year                                                                  $10,422        $ 9,054        $ 7,702
                                                                                             -------        -------        -------
                                                                                             -------        -------        -------
</TABLE>


<TABLE>
<CAPTION>


(d)Changes in the carrying amount for the three years ended November 30, 1996, follows:        1996           1995           1994
                                                                                             -------        -------        -------
     <S>                                                                                     <C>            <C>
     Balance at beginning of year                                                            $56,651        $57,314        $56,644
     Additions/improvements during the year                                                       57            236            673
     Property sold during the year and other                                                      (1)          (899)            (3)
     Balance at end of year                                                                  $56,707        $56,651        $57,314
                                                                                             -------        -------        -------
                                                                                             -------        -------        -------

</TABLE>


                                     - 18 -
<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

There have been no changes in, or disagreements with, independent accountants on
matters of accounting principles or practices or of financial disclosure.





                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Director information is incorporated herein by reference to the Company's
definitive Proxy Statement for the 1997 annual meeting of shareholders.  There
is no relationship by blood, marriage, or adoption among the officers.  All
officers hold office at the discretion of the Board of Directors.  Executive
officers of the Company are as follows:

          Name           Age               Position
        -------         -----             ----------

     J. Gregory Kasun     41  President, Chief Executive Officer, Director
                              Employed by the Company since 1989; President
                              since November 1993, previously CFO and Corporate
                              Secretary

     Harve Filuk          54  Vice President Real Estate Operations
                              Employed by the Company since 1975; Vice President
                              since 1978

     Katrina L. Thompson  38  Chief Financial Officer, Corporate Secretary
                              Employed by the Company since 1991; CFO and
                              Secretary since November 1993, previously
                              Controller.


ITEM 11.  EXECUTIVE COMPENSATION

Incorporated herein by reference to the Company's definitive Proxy Statement for
the 1997 annual meeting of shareholders.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Incorporated herein by reference to the Company's definitive Proxy Statement for
the 1997 annual meeting of shareholders.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated herein by reference to the Company's definitive Proxy Statement for
the 1997 annual meeting of shareholders.


                                     - 19 -

<PAGE>

                                     PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)  1.   FINANCIAL STATEMENTS

               The financial statements and financial statement schedules listed
               in the index under Part II -- Item 8 "Consolidated Financial
               Statements and Supplementary Data" are filed as part of this
               annual report.

          2.   EXHIBITS

               (23)     Consent of Independent Accountants
               (27)     Financial Data Schedule

     (b)  REPORTS ON FORM 8-K

               November 22, 1996 -- Filed for Item 5 Other Events.  The Company
               executed Amendment No. 1 to the agreement to sell its real estate
               assets to Lincoln Property Company N.C., Inc.

               December 6, 1996 -- Filed for Item 5 Other Events.  The Company
               terminated the agreement to sell its real estate assets to
               Lincoln Property Company N.C., Inc. and replaced it with an
               agreement to sell the real estate assets to Spieker Properties,
               L.P.  A special meeting of shareholders scheduled for December 7,
               1996 was adjourned to December 16, 1996.

               January 22, 1997 -- Filed for Item 2 Acquisition or Disposition
               of Assets and Item 7 Financial Statements and Exhibits.  The
               Company completed a sale of a majority of its assets to Spieker
               Properties, L.P. in accordance with the terms of a related
               purchase and sale agreement.  Filing included pro forma financial
               statements.

               February 4, 1997 -- Filed for Item 5 Other Events.  The Company
               announced a special dividend of $9.00 per share to be paid
               February 27, 1997 to shareholders of record on February 19, 1997.


 
<PAGE>

                                                 SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                 MISSION WEST PROPERTIES
                             -------------------------------
                                       Registrant


DATE:  February 28, 1997      /s/    J. GREGORY KASUN
                             -------------------------------
                                     J. Gregory Kasun
                        President, Chief Executive Officer & Director
                                (Principal Executive Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated:


        SIGNATURE                        TITLE                     DATE
        ---------                        -----                     ----

                                Chief Financial Officer
                                     and Secretary
                                (Principal Financial and
   /s/    KATRINA L. THOMPSON      Accounting Officer)         February 28, 1997
-------------------------------
      Katrina L. Thompson

    /s/    MICHAEL M. EARLEY           Director                February 28, 1997
-------------------------------
      Michael M. Earley


    /s/    MARK G. FOLETTA             Director                February 28, 1997
-------------------------------
      Mark G. Foletta


    /s/    J. GREGORY KASUN            Director                February 28, 1997
-------------------------------
      J. Gregory Kasun


    /s/    WILLIAM E. NELSON           Director                February 28, 1997
-------------------------------
      William E. Nelson


    /s/    RICHARD R. TARTRE           Director                February 28, 1997
-------------------------------
      Richard R. Tartre


    /s/   BYRON B. WEBB, JR.           Director                February 28, 1997
-------------------------------
      Byron B. Webb, Jr.



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