<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 (FEE REQUIRED) for the fiscal  year  ended
     November 30, 1995, or

[  ] Transition  report  pursuant  to  section  13  or  15(d)  of  the
     Securities  Exchange  Act  of 1934  (NO  FEE  REQUIRED)  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 $2,172,000 as of February 15, 1996.

The  number of shares of the Registrant's common stock outstanding  as
of February 15, 1996, was 1,368,721.

Portions   of  Part  III  are  incorporated  by  reference  from   the
Registrant's definitive Proxy Statement dated February 15,  1996,  for
the annual meeting of shareholders to be held on March 22, 1996.

<PAGE>

                                PART I


ITEM 1.  BUSINESS

Mission  West  Properties  (the  "Company"),  with  corporate  offices
located  in San Diego, California, is a California corporation 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 directly 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;  the  Company currently manages ten operating properties  it
has developed or acquired.  In 1982 the Company incorporated under its
present name.

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  in San Diego County;  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 eight full-time employees as of November 30, 1995.

REAL ESTATE INVESTMENTS AND MARKETING:

At  November 30, 1995, the Company had investments in ten real  estate
projects and one undeveloped parcel of land totaling $43,184,000,  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  contains  what
management  believes to be high-quality projects located in  desirable
markets, the Company historically has been successful in both  leasing
projects  and  effecting  sales from  time  to  time.   The  Company's
properties  are  substantially  leased,  with  an  average   portfolio
occupancy  of  87 percent in fiscal year 1995, and currently  have  an
aggregate  positive cash flow.  Due to market conditions, however,  no
significant property sales have occurred since 1990.

GOVERNMENT REGULATIONS/ENVIRONMENTAL ISSUES:

The Company's rental properties are 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  are  currently  in substantial  compliance  with  all
applicable  regulatory  requirements,  although  expenditures  may  be
required  in  the  future to comply with changes in  these  laws.   No
material expenditures are contemplated at this time in order to effect
compliance.

The  government  and the general public continue to be concerned  with
the impact of real estate development and construction on the physical
and  social environment.  Governmental agencies focus on environmental
effects  when  considering zoning applications  and  applications  for
construction of sewer, water, and other facilities generally  required
of real estate developers.  Additionally, lending institutions place a
significant   emphasis  on  environmental  factors  when   considering
property  financing.   Although  ecological  and  other  environmental
concerns have not had a material impact on its development, operating,
or  borrowing activities, there can be no assurance that  the  Company
will  not  be affected in the future either by governmental  policies,
public attitudes, or lending requirements in this regard.

                                     - 1 -
<PAGE>

ITEM 2.  PROPERTIES

The Company has 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  is
committed  to  maintaining  its high-quality  projects  and  providing
superior  property management services to its tenants.  The  Company's
real estate investments as of November 30, 1995, are as follows:

<TABLE>
<CAPTION>
                                                                     YEAR                   FISCAL 1995   NUMBER OF
                                      NUMBER OF      AMOUNT      CONSTRUCTED/                 AVERAGE     TENANTS AT
      DESCRIPTION AND LOCATION        BUILDINGS     INVESTED       ACQUIRED      SQ. FT.     OCCUPANCY     11/30/95
      ------------------------        ----------  -------------  -------------  ---------  -------------  ----------
<S>                                   <C>         <C>            <C>            <C>        <C>            <C>
OFFICE PROJECTS:
  Two-story, Carlsbad, CA                 2       $   7,649,000         1988       80,540          89%         5
  Three-story, San Diego, CA              1           7,626,000         1989       75,711          85%        13
  Two-story, Carlsbad, CA                 1           5,575,000         1991       52,696          98%         7
  Two-story, San Diego, CA                1           4,167,000         1989       45,097          51%         4

INDUSTRIAL/R&D PROJECTS:
  Manufacturing, Riverside, CA            1           5,944,000         1991      161,588         100%         1
  R&D, San Diego, CA                      4           6,327,000         1984       87,409          48%         9
  R&D, San Diego, CA                      4           6,652,000         1990       72,320          97%         7
  Light industrial, Chandler, AZ          2           3,750,000         1986       65,630          94%        15
  Industrial, Carlsbad, CA                3           3,591,000         1991       44,574          88%        19

AIRPORT PROJECTS:
  Hangar/office bldg., Carlsbad, CA       1           1,796,000         1990       43,116          97%         7
  Hangars/office bldg., Carlsbad, CA      3           3,113,000         1990       90,155          93%        54

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

During  the  year  ended  November 30, 1995, the  Company's  operating
property  portfolio  was, on average, 87 percent leased.   The  rental
rate  for leases, exclusive of airport hangar space, in effect  during
the  year  ranged  from  $0.38  to  $1.76  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.


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.


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, 1995.

                                     - 2 -
<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.

<TABLE>
<CAPTION>
                                1995               1994
                           ---------------     ---------------
                           High      Low       High      Low
                           -----     -----     -----     -----
     <S>                   <C>       <C>       <C>       <C>
     1st Quarter           7 1/4     5 1/4       5       3 1/2
     2nd Quarter           5 3/4     5 1/4     4 3/8     3 3/4
     3rd Quarter           5 5/8     4 7/8     5 1/8     3 3/4
     4th Quarter           5 1/2       5         7       4 1/4
</TABLE>

As  of  February 15, 1996, the approximate number of holders of record
of  the Company's stock was 525.  The Company paid no dividends during
fiscal  1995  or 1994.  Certain banks, through their debt  agreements,
have   restricted   the  Company  from  paying   cash   dividends   to
shareholders.


ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

Selected  consolidated  financial information follows  (in  thousands,
except per share data).

<TABLE>
<CAPTION>
                                                                        Years Ended November 30
                                                         -----------------------------------------------------
                                                            1995       1994       1993       1992       1991
                                                         ---------  ---------  ---------  ---------  ---------
<S>                                                      <C>        <C>        <C>        <C>        <C>
Results of Operations:
  Revenues                                                 $ 7,926    $ 9,297    $ 7,142    $ 7,297   $ 6,482
  Net Income (Loss)                                             52     (1,943)    (1,065)      (824)     (869)
  Net Income (Loss) per Share                                 0.04      (1.32)     (0.73)     (0.56)    (0.59)

Financial Condition:
  Total Assets                                             $47,570    $50,963    $56,236    $59,731   $60,596
  Notes Payable                                             31,967     34,382     35,938     38,229    37,265
  Shareholders' Equity per Share                             10.33      10.02      11.27      12.04     12.95
  Cash Dividends Declared per Share                           0.00       0.00       0.05       0.35      0.40
  Average Shares Outstanding                                 1,393      1,469      1,469      1,469     1,475
</TABLE>

                                     - 3 -
<PAGE>

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

RESULTS OF OPERATIONS

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 current real estate portfolio of ten operating projects.
During  1995  occupancy levels remained fairly  stable,  averaging  87
percent for the portfolio, compared to 84 percent in fiscal 1994.  The
$5,200,000  adjustment  recorded  in  fiscal  1994  (see  "Results  of
Operations  -- FISCAL 1994 COMPARED WITH FISCAL 1993" below)  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 the
$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 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.

FISCAL 1994 COMPARED WITH FISCAL 1993:

The  Company did not engage in development activity during fiscal year
1994  and  no properties were acquired or sold during the  year.   The
Company  did,  however, enter into an agreement to sell  substantially
all  its  real  estate  assets.  As a result of  this  proposed  sales
transaction, the Company recorded a $5,200,000 provision for estimated
losses  on  real  estate;  this provision represented  the  difference
between  the  carrying  value of the assets  (real  estate  and  other
related assets) and the proposed sales price, which was considered  to
approximate  market  value  (subsequent  to  November  30,  1994,  the
proposed sales transaction was terminated).

During  1994,  occupancy  rates averaged 84 percent,  compared  to  85
percent in fiscal 1993.  As a result of consistent occupancy rates and
minimal  rental  rate  decreases, rental  revenues  from  real  estate
remained relatively constant.  The related operating expenses of  real
estate,  including depreciation, decreased $460,000,  or  11  percent,
between years.  This decrease resulted from reductions in depreciation
expense, property taxes, general operating expenses, and the provision
for   bad   debts.    (Fiscal  1993  results   included   nonrecurring
adjustments.)  During the fourth quarter of fiscal 1994, an  affiliate
continued  to remit only

                                     - 4 -
<PAGE>

partial rent. The affiliate had requested a renegotiation of its lease
obligation, which was effected in the first quarter of 1995.

During   the  first  quarter  of  fiscal  1994,  the  Company  settled
litigation,  receiving  $1,500,000 in cash.   The  matter  related  to
property sold by the Company in 1986; therefore, the settlement amount
was  recorded  as revenue from sales of real estate.  Also  in  fiscal
1994,  the Company received nonrecurring proceeds on a note receivable
related  to  the  same  1986  land  sale,  which  contributed  to  the
$1,994,000  increase  in sales of real estate  between  years.   Other
revenue increased $202,000 between years as a result of reimbursements
from  tenants  for  interior improvements  in  excess  of  a  standard
allowance.

As  a  result  of  a reduction in Corporate staff and continuing  cost
containment, general and administrative expenses were $183,000, or  13
percent,  lower in fiscal 1994 than 1993.  Interest expense  decreased
$117,000  between  years; this decrease resulted  from  the  Company's
lenders'  abating  certain loan fees, which were offset  by  increased
expense due to higher interest rates (the prime lending rate increased
from six percent to 8.5 percent during 1994).

The  Company  recorded  a  $440,000 effect of  a  required  change  in
accounting  for income taxes during the first quarter of fiscal  1994.
This  change  is  more fully described in Note 4 to  the  Consolidated
Financial Statements.


CHANGES IN FINANCIAL POSITION

NOVEMBER 30, 1995 COMPARED WITH NOVEMBER 30, 1994:

During  fiscal year 1995, the Company's cash and investments  position
decreased  $1,817,000 as a result of numerous items.  Among  the  most
significant  factors were scheduled debt amortizations of  $1,070,000,
debt  principal reductions of $1,000,000 and $345,000 made  upon  loan
renegotiations/extensions,  and  building  improvements/refurbishments
and lease commissions payments of $605,000.

The  $2,015,000 decrease in real estate investments during fiscal 1995
resulted  from  normal  depreciation, sale of a parcel  of  unimproved
land,   and  disposition  of  certain  interior  improvements  to   an
affiliated  tenant; these decreases were offset by tenant  improvement
additions.   The disposition of the interior improvements additionally
resulted  in  retirement  of 100,000 shares of  the  Company's  common
stock,   as   discussed  in  Note  5  to  the  Consolidated  Financial
Statements.


LIQUIDITY AND CAPITAL RESOURCES

Management  believes that the Company continues to be in a stable  and
competitive  position  with its current real  estate  portfolio.   The
portfolio  continues to generate sufficient rental  revenue  to  cover
real  estate  operating  expenses  and  interest  expense  and  it  is
generating  cash,  after  normal debt service  (interest  and  monthly
principal amortization); however, the portfolio's operations have  not
yet   reached  a  level  to  additionally  cover  corporate  overhead.
Historically,  the  Company  has  experienced  net  income  and   cash
increases in the years properties were sold and has experienced losses
and cash decreases in the years where no property sales occurred.  The
occurrences  of  major  property sales  depends  on  several  factors,
including  prevailing  market conditions and available  financing  for
potential purchasers (see "Impact of Recession on Operations" below).

During fiscal 1995, the Company negotiated modifications of 49 percent
of  its  debt portfolio, extending maturities until 1998 and  lowering
interest rates to nine percent fixed.  Another 41 percent of the  debt
portfolio  matures  in April 1996.  It is the Company's  intention  to
negotiate renewals of these notes or seek alternative financing; based
on  prior  experience and current relationships with  lenders,  it  is
anticipated  that renewal or replacement terms will be  available  and
will  be  similar  to  those currently in effect.   Due  to  lingering
effects  of the sluggish economy and of financial institution failures
(and  the  resulting  revisions of lending practices),  management  is
unable  to  predict whether principal paydowns will be  required  upon
loan renewals, although none are anticipated at this time.

The  Company  continues to evaluate its future  strategic  course  and
intends to pursue all viable growth or other opportunities, which  may
include  the sale or redeployment of certain assets currently held  in
the  real  estate  portfolio.   The  Company  has  no  projects  under
development   and   none  specifically  planned.    Three   stabilized
properties  currently  held  have  been  reviewed  as  possible   sale
candidates;  acquisition candidates would be considered  in  light  of
property sales or other available resources.

                                     - 5 -
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

The   only   other  capital  expenditures  anticipated  are   interior
improvements  to  existing buildings, which may  be  required  as  new
tenants  are  obtained or existing leases extended.  The  real  estate
portfolio  comprises operating properties that are  either  leased  or
partially  available  for lease.  The Company  plans  to  continue  to
finance  its  general  and administrative operations  with  internally
generated funds, including rental receipts from the rental properties,
and  existing cash and investments.  The need for additional financing
in  the  future  would  depend  on the number  and  size  of  projects
undertaken, if any.

The  classification  and carrying value of the Company's  real  estate
investments  at November 30, 1995 are based on its intent to  continue
owning  and  operating the assets for the production of income,  while
amortizing  the  cost  of  the assets over their  useful  lives.   The
Company's  major  shareholder,  Triton  Group  Ltd.  ("Triton"),   has
liquidated  most  of  its assets pursuant to a strategy  of  returning
value to its shareholders and has retained an investment banking  firm
to  assist  it  in developing and evaluating proposals  for  potential
purchasers, acquisitions candidates, or merger partners.  Although not
presently  contemplated, it is possible that Triton's ultimate  course
of  action could result in the Company's reclassifying some or all  of
its  real  estate  investments as held-for-sale, which  would  require
valuing  the assets at the lower of cost or fair value less  costs  to
sell.  Triton's ultimate course of action and the resulting effect, if
any,  on  the Company's classification and carrying value of its  real
estate assets cannot be predicted at this time.


IMPACT OF RECESSION ON OPERATIONS

The  southern California economy continues to recover, although  at  a
relatively sluggish pace.  Corporate combinations and downsizing  have
contributed to reduced employment and decreased demand for  commercial
property.  The commercial and industrial real estate in the region  is
still  overbuilt.   Although absorption in the markets  in  which  the
Company  competes  has  increased, commercial  real  estate  is  still
selling  below  replacement  values.  An upturn  in  the  economy  may
positively  impact  the  occupancy,  rental  rates,  and   values   of
commercial properties (including the Company's investments),  while  a
downturn  would  have the opposite effect.  Additionally,  alternative
financing  for  commercial  property may  be  limited  during  a  weak
economy;  this would reduce the ability of the Company to  borrow  and
the ability of potential investors to purchase property.

Continued  economic  difficulties  may  impair  further  the  business
performance  and  credit worthiness of some of the Company's  tenants,
which  in  turn  may  affect  these tenants'  ability  to  meet  lease
obligations.

A  majority  of  the leases between the Company and its  tenants  have
terms  from  one  to  five years.  The Company devotes  a  significant
amount  of time to renewing leases with existing tenants and replacing
tenants  that  vacate  at lease maturity (or sooner  in  the  case  of
business  failures).  Because recent economic conditions  have  placed
downward  pressure on market rental rates, management believes  leases
may  continue  to  be renewed or replaced at lower rental  rates  than
those of currently existing leases.


IMPACT OF INFLATION AND CHANGING PRICES ON OPERATIONS

In  recent years, inflation has not been a significant factor and  has
not  had a significant impact on the Company's operations and business
decisions.   Indeed,  values  of southern California  properties  have
generally  declined  over  the  past  several  years.   While  renewed
inflation may increase the future market value of certain real  estate
owned  by  the  Company, it also is likely to  increase  the  cost  of
construction  on, or improvements to, that real estate.  In  addition,
higher  inflation  and interest rates tend to increase  the  cost  and
restrict the availability of long-term mortgage funds, which  in  turn
may  impede  sales  of the Company's properties and limit  development
activity.

The  Company  typically  leases property to tenants  with  terms  that
provide  for  periodic rent increases in proportion  to  increases  in
inflation  as  measured by the Consumer Price  Index.   However,  most
leases  provide  for  a limit on the amount by  which  such  rent  can
increase  in  any  given period.  Additionally,  most  of  the  leases
provide  for  the  tenants to pay their share of  operating  expenses,
including  common area maintenance, real estate taxes, and  insurance,
thereby  reducing  the Company's exposure to increases  in  costs  and
operating expenses that would result from inflation.

                                     - 6 -
<PAGE>

ITEM 8.  CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES:

                                                                  Page
                                                                  ----
 Report of Independent Accountants                                   8
 Consolidated Balance Sheets                                         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.)





                                     - 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, 1995 and  1994,  and
the results of their operations and their cash flows for each  of
the  three  years  in  the period ended  November  30,  1995,  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.

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
January 26, 1996

                                     - 8 -
<PAGE>

                            MISSION WEST PROPERTIES
                          Consolidated Balance Sheets
                                At November 30

<TABLE>
<CAPTION>
                                   ASSETS                        1995           1994
                                                              -----------    -----------
<S>                                                           <C>            <C>
Cash and cash equivalents                                     $   566,000    $ 2,192,000
Short-term investments, held-to-maturity                        2,528,000      2,719,000

Real estate investments:
  Rental properties, less accumulated depreciation of
   $9,054,000 in 1995 and and $7,702,000 in 1994
   ($45,729,000 pledged in 1995 and $47,428,000 in 1994)       47,136,000     48,887,000
  Unimproved land ($461,000 pledged in 1995 and 1994)             461,000        725,000
                                                              -----------    -----------
                                                               47,597,000     49,612,000
  Less allowance for estimated losses                          (4,413,000)    (4,413,000)
                                                              -----------    -----------
    Net real estate investments                                43,184,000     45,199,000

Other assets, less allowances of $541,000 in 1995 and
 $449,000 in 1994 and accumulated depreciation of $312,000
 in 1995 and $304,000 in 1994                                   1,292,000        853,000
                                                              -----------    -----------
                                                              $47,570,000    $50,963,000
                                                              -----------    -----------
                                                              -----------    -----------

                          LIABILITIES AND SHAREHOLDERS' EQUITY

Notes payable                                                 $31,967,000    $34,382,000
Accounts payable and accrued expenses                           1,466,000      1,861,000
                                                              -----------    -----------
    Total liabilities                                          33,433,000     36,243,000
                                                              -----------    -----------
Commitments and contingencies (Note 7)

Shareholders' equity:
  Common stock, no par value, 10,000,000 shares authorized
   1,368,721 shares issued and outstanding (1,468,721 in
   1994)                                                       19,446,000     20,081,000
  Accumulated deficit                                          (5,309,000)    (5,361,000)
                                                              -----------    -----------
    Total shareholders' equity                                 14,137,000     14,720,000
                                                              -----------    -----------
                                                              $47,570,000    $50,963,000
                                                              -----------    -----------
                                                              -----------    -----------
</TABLE>

          See accompanying notes to consolidated financial statements.

                                     - 9 -
<PAGE>

                           MISSION WEST PROPERTIES
                    Consolidated Statements of Operations
                           Years Ended November 30
<TABLE>
<CAPTION>
                                                                 1995        1994         1993
                                                              ----------  -----------  -----------
<S>                                                           <C>         <C>          <C>
REVENUES:
  Rental revenues from real estate                            $7,146,000  $ 6,637,000  $ 6,678,000
  Sales of real estate                                           400,000    2,096,000      102,000
  Other, including interest                                      380,000      564,000      362,000
                                                              ----------  -----------  -----------
                                                               7,926,000    9,297,000    7,142,000
                                                              ----------  -----------  -----------
EXPENSES:
  Operating expenses of real estate                            1,783,000    1,991,000    2,421,000
  Depreciation of real estate                                  1,352,000    1,472,000    1,688,000
  Costs of real estate sold                                      324,000      229,000       43,000
  Provision for estimated losses on real estate                       --    5,200,000       94,000
  General and administrative                                     945,000    1,200,000    1,386,000
  Interest                                                     3,435,000    3,088,000    3,205,000
                                                              ----------  -----------  -----------
                                                               7,839,000   13,180,000    8,837,000
                                                              ----------  -----------  -----------
Income (loss) before income taxes and cumulative effect of
 change in accounting                                             87,000   (3,883,000)  (1,695,000)
Provision for (benefit from) income taxes                         35,000   (1,500,000)    (630,000)
                                                              ----------  -----------  -----------
Income (loss) before cumulative effect of change in
 accounting                                                       52,000   (2,383,000)  (1,065,000)
Cumulative effect of change in accounting for income taxes            --      440,000           --
                                                              ----------  -----------  -----------
NET INCOME (LOSS)                                             $   52,000  $(1,943,000) $(1,065,000)
                                                              ----------  -----------  -----------
                                                              ----------  -----------  -----------
PER SHARE:
  Income (loss) before cumulative effect of change in
   accounting                                                 $     0.04  $     (1.62) $     (0.73)
  Cumulative effect of change in accounting for income taxes          --         0.30           --
                                                              ----------  -----------  -----------
  Net income (loss) per share                                 $     0.04  $     (1.32) $     (0.73)
                                                              ----------  -----------  -----------
                                                              ----------  -----------  -----------
</TABLE>

          See accompanying notes to consolidated financial statements.

                                     - 10 -
<PAGE>

                             MISSION WEST PROPERTIES
                      Consolidated Statements of Cash Flows
                             Years Ended November 30
<TABLE>
<CAPTION>
                                                                  1995          1994          1993
                                                              ------------  ------------  ------------
<S>                                                           <C>           <C>           <C>
Cash flows from operating activities:
  Net income (loss)                                           $     52,000  $ (1,943,000) $ (1,065,000)
  Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
    Provision for estimated losses on real estate                       --     5,200,000        94,000
    Depreciation                                                 1,360,000     1,479,000     1,704,000
    Cumulative effect of change in accounting for income
     taxes                                                              --      (440,000)           --
    Deferred income taxes                                          102,000    (1,784,000)     (276,000)
    Compensation expense of stock options                               --        82,000            --
    Changes in assets and liabilities:
      Decrease (increase) in net real estate investments            28,000      (673,000)     (462,000)
      Decrease (increase) in other assets                         (549,000)      361,000     1,325,000
      Increase (decrease) in accounts payable and accrued
       expenses                                                   (395,000)      168,000       210,000
                                                              ------------  ------------  ------------
  Net cash provided by operating activities                        598,000     2,450,000     1,530,000
                                                              ------------  ------------  ------------
Cash flows from investing activities:
  Net maturities (purchases) of short-term investments             191,000       492,000      (121,000)
                                                              ------------  ------------  ------------
Cash flows from financing activities:
  Repayments on notes payable                                   (2,415,000)   (1,556,000)   (2,291,000)
  Payments of cash dividends                                            --            --       (73,000)
                                                              ------------  ------------  ------------
  Net cash used for financing activities                        (2,415,000)   (1,556,000)   (2,364,000)
                                                              ------------  ------------  ------------
  Net increase (decrease) in cash and cash equivalents          (1,626,000)    1,386,000      (955,000)

Cash and cash equivalents at beginning of year                   2,192,000       806,000     1,761,000
                                                              ------------  ------------  ------------
Cash and cash equivalents at end of year                      $    566,000  $  2,192,000  $    806,000
                                                              ------------  ------------  ------------
                                                              ------------  ------------  ------------
</TABLE>

          See accompanying notes to consolidated financial statements.

                                     - 11 -
<PAGE>

                            MISSION WEST PROPERTIES
                Consolidated Statements of Shareholders' Equity
                 Years Ended November 30, 1995, 1994 and 1993
<TABLE>
<CAPTION>
                                                                Common     Accumulated
                                                                 Stock       Deficit        Total
                                                              -----------  ------------  -----------
<S>                                                           <C>          <C>           <C>
Balance at November 30, 1992                                  $19,966,000  $ (2,280,000) $17,686,000
  Cash dividends ($0.05 per share)                                     --       (73,000)     (73,000)
  Net loss for 1993                                                    --    (1,065,000)  (1,065,000)
                                                              -----------  ------------  -----------
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
                                                              -----------  ------------  -----------
                                                              -----------  ------------  -----------
</TABLE>

          See accompanying notes to consolidated financial statements.

                                     - 12 -
<PAGE>

                           MISSION WEST PROPERTIES
                Notes to Consolidated Financial Statements
                             November 30, 1995



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GENERAL  POLICIES:  Mission West Properties (the "Company") is engaged
in  developing,  owning, operating, and selling income-producing  real
estate located principally in southern California.  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
current  conditions, the Company does not believe that  adoption  will
have  an  adverse  impact  on its financial  position  or  results  of
operations.

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 1,393,105, 1,468,721, and 1,468,725 shares in fiscal
years  1995, 1994 and 1993, respectively, the weighted average  number
of shares outstanding during those years.  The effect of stock options
is  either immaterial or antidilutive; therefore, such effect  is  not
reflected in the per share computations.

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

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
consist 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.

                                     - 13 -
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

SHORT-TERM  INVESTMENTS:   Effective December  1,  1994,  the  Company
adopted 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.  Adoption of SFAS No. 115 had no effect
on the Company's financial position or results of operations.

RECLASSIFICATIONS:  Certain amounts in the fiscal year 1994  and  1993
financial  statements  have  been  reclassified  to  conform  to   the
presentation used in fiscal year 1995.


NOTE 2 - REAL ESTATE INVESTMENTS

The  classification  and carrying value of the Company's  real  estate
investments  are based on its intent to continue owning and  operating
the assets for the production of income, while amortizing the cost  of
the  assets over their useful lives.  The Company's major shareholder,
Triton,  has  liquidated most of its assets pursuant to a strategy  of
returning  value  to its shareholders and has retained  an  investment
banking  firm to assist it in developing and evaluating proposals  for
potential  purchasers, acquisitions candidates,  or  merger  partners.
Although  not  presently  contemplated, it is possible  that  Triton's
ultimate  course of action could result in the Company's reclassifying
some  or  all  of its real estate investments as held-for-sale,  which
would  require valuing the assets at the lower of cost or  fair  value
less  costs  to  sell.  Triton's ultimate course  of  action  and  the
resulting effect, if any, on the Company's classification and carrying
value of its real estate assets cannot be predicted at this time.

As  of November 30, 1994, the Company had entered into an agreement to
sell substantially all its real estate investments; the agreement  was
terminated  effective February 3, 1995.  As a result of  the  proposed
sales   transaction,  the  related  assets  were  recorded  at   their
anticipated sales price, which approximated market value; accordingly,
a  $5,200,000  provision  for estimated  losses  on  real  estate  was
recorded in fiscal year 1994.

Minimum  future rentals on non-cancelable operating leases  amount  to
$5,162,000,  $3,309,000, $2,295,000, $1,553,000,  and  $1,093,000  for
fiscal   years   1996  through  2000,  respectively,  and   $7,038,000
thereafter.  During the years ended November 30, 1995, 1994, and 1993,
rental  revenue from real estate of $611,000, $763,000, and  $669,000,
respectively, was recorded for property leased to former affiliates of
Triton.


NOTE 3 - NOTES PAYABLE

<TABLE>
<CAPTION>
                                                                                   November 30
                                                                           ----------------------------
Notes payable comprise the following:                                         1995            1994
                                                                           -----------      -----------
<S>                                                                        <C>              <C>
Secured notes payable to banks, due 1996 through 1998, interest  rates     $30,218,000      $32,532,000
  ranging from 9% (fixed) to 10.25% (prime plus 1.5%), principal and
  interest due in monthly installments of $312,000, balance of principal
  due at maturity

Unsecured note payable to bank, due 1996, interest rate of 10.25% (prime       250,000          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        1,499,000        1,600,000
                                                                           -----------      -----------
                                                                           $31,967,000      $34,382,000
                                                                           -----------      -----------
                                                                           -----------      -----------
</TABLE>

Aggregate principal payments required on the notes payable at November
30,  1995, are $13,594,000, $1,919,000, and $16,454,000 for the  years
1996   through   1998.   The  fiscal  year  1996   payments   comprise
approximately   $771,000  in  scheduled  principal  amortization   and
$12,823,000 in maturing notes payable.  It is the Company's policy and
intent  to pursue renewal or replacement of the notes payable as  they
become due.

                                     - 14 -
<PAGE>

Certain  of  the  notes payable contain financial  covenants  such  as
minimum  cash balances and net worth and maximum debt-to-worth ratios.
Additionally,  covenants  restrict  the  Company  from   paying   cash
dividends  and other provisions specify that a change in the  majority
voting  power  of  the  Company's stock, either  by  transfer  or  the
issuance of additional voting securities, is an event of default.   As
of  November 30, 1995, the Company was in violation of a non-financial
occupancy  covenant  on  a  $4,863,000 loan;  it  is  anticipated  the
condition  will  be  remedied during the first or  second  quarter  of
fiscal year 1996.


NOTE 4 - INCOME TAXES

<TABLE>
<CAPTION>
                                                                              November 30
                                                                        ------------------------
Deferred tax assets (liabilities) comprise the following:                  1995         1994
                                                                        ------------  ----------
<S>                                                           <C>       <C>           <C>
Basis of depreciable assets                                             $    500,000  $1,153,000
Other                                                                        324,000     259,000
                                                                        ------------  ----------
  Deferred tax assets                                                        824,000   1,412,000
                                                                        ------------  ----------
Deferred rental revenue                                                      (21,000)   (468,000)
Other                                                                        (75,000)    (71,000)
                                                                        ------------  ----------
  Deferred tax liabilities                                                   (96,000)   (539,000)
                                                                        ------------  ----------
                                                                             728,000     873,000
Deferred tax asset valuation allowance                                      (226,000)   (269,000)
                                                                        ------------  ----------
                                                                        $    502,000  $  604,000
                                                                        ------------  ----------
                                                                        ------------  ----------


                                                                   Years Ended November 30
The provision for (benefit from) income taxes comprises the   ----------------------------------
following:                                                      1995         1994        1993
                                                              --------  ------------  ----------
CURRENT
  Federal                                                     $(81,000) $    696,000  $ (353,000)
  State                                                         14,000        83,000          --
                                                              --------  ------------  ----------
                                                               (67,000)      779,000    (353,000)
                                                              --------  ------------  ----------
DEFERRED
  Federal                                                      102,000    (1,916,000)   (197,000)
  State                                                             --      (363,000)    (80,000)
                                                              --------  ------------  ----------
                                                               102,000    (2,279,000)   (277,000)
                                                              --------  ------------  ----------
                                                              $ 35,000  $ (1,500,000) $ (630,000)
                                                              --------  ------------  ----------
                                                              --------  ------------  ----------
</TABLE>

<TABLE>
<CAPTION>
                                                                 Years Ended November 30
The provision for (benefit from) income taxes reconciles to     -------------------------
the statutory rate as follows:                                  1995     1994       1993
                                                               ------   -------   -------
<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               (7.1)      5.3      --
  State income tax, net of federal tax benefit                   10.6      (7.6)     (3.1)
  Other                                                           2.7      (2.3)     (0.1)
                                                                -----    ------    ------
                                                                 40.2%    (38.6)%   (37.2)%
                                                                -----    ------    ------
                                                                -----    ------    ------
</TABLE>

                                     - 15 -
<PAGE>

NOTE 4 - INCOME TAXES (CONTINUED)

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, 1995, 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 1995 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  $3,566,000,
$3,102,000, and $2,973,000 in 1995, 1994, and 1993, respectively.  The
Company paid income taxes, net of refunds, of $258,000 and $145,000 in
fiscal  years 1995 and 1994, respectively, and received an income  tax
refund, net of payments, of $480,000 in fiscal year 1993.

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, 1995,
300,000  and 350,000 shares were authorized under each plan, of  which
114,000  and  153,600 were available for grant and 30,400  and  43,480
were  exercisable  under  the  Director  Stock  Option  Plan  and  the
Incentive Stock Option Plan, respectively.

<TABLE>
<CAPTION>
                                                      Years Ended November 30
                                                     -------------------------
Activity in these plans comprises the following:     1995       1994      1993
                                                   -------    -------   -------
<S>                                                <C>        <C>       <C>
Beginning share balance                            106,400    156,200   199,000
  Granted                                               --         --    23,200
  Canceled ($8.25 per share in 1995)                (6,400)   (49,800)  (66,000)
                                                   -------    -------   -------
Ending share balance ($3.25 to $10.125
  per share)                                       100,000    106,400   156,200
                                                   -------    -------   -------
                                                   -------    -------   -------
</TABLE>

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.

                                     - 16 -
<PAGE>

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, 1995, 1994, and 1993
were $31,000, $19,000, and $17,000, 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 $192,000,  $189,000,
and $187,000 for fiscal years ended November 30, 1995, 1994, and 1993,
respectively.   The  provisions of the leases  require  minimum  lease
payments  of  $179,000,  $188,000, $197,000,  $207,000,  and  $217,000
during  the  Company's fiscal years 1996 through 2000  and  $6,713,000
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
in Note 2 to these consolidated financial statements.

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.

                                - 17 -

<PAGE>

                            MISSION WEST PROPERTIES
           SCHEDULE XI -- Real Estate and Accumulated Depreciation
                               November 30, 1995
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                  Costs
                                                                               Capitalized
                                                                              Subsequent to     Carrying
                                                           Initial Cost        Acquisition       Amount
                                                         -----------------   ----------------    at End    Accum.   Date
                                                                  Bldgs. &   Improve-   Prop.   of Year    Deprec.   of      Date
Location and Description                  Encumbrances    Land    Impvmts.    ments     Taxes    (a)(c)     (b)    Const.   Acq'd.
----------------------------------------  ------------   -------  --------   --------   -----   --------   ------  ------   ------
<S>                                       <C>            <C>      <C>        <C>        <C>     <C>        <C>     <C>      <C>
RENTAL PROPERTIES:
  Carlsbad, California:
    Industrial buildings                    $ 1,810      $ 1,029   $   --    $  2,531   $  31   $  3,591   $  400    3/91     7/88
    Office building                           2,923        1,029       --       4,460      86      5,575      583    3/91     7/88
    Office buildings                          4,863        1,434       --       6,156      59      7,649    1,398    9/88    11/85
    Hangars/office building                   1,754           --       --       3,084      29      3,113      652    2/90     6/88
    Hangar/office building                       --           --    1,353         443      --      1,796      389      --     9/90
  Riverside, California:
    Manufacturing building                    3,142        2,187       28       3,693      36      5,944      742    3/91     9/90
  San Diego, California:
    Office building                           5,596        2,155    3,498       1,973      --      7,626    1,043    5/85     7/89
    R&D buildings                             4,190        2,122       --       4,157      48      6,327    1,304   11/84     1/84
    R&D/office buildings                      5,940        2,786       --       7,967      66     10,819    1,581    3/90     1/84
  Chandler, Arizona:
    Industrial buildings                      1,499          760       --       2,942      48      3,750      962    9/86     6/85
UNIMPROVED LAND:
  Chandler, Arizona:
    Vacant land                                  --          457       --          --       4        461       --      --     6/85
                                          ------------   -------  --------   --------   -----   --------   ------
                                            $31,717      $13,959   $4,879    $ 37,406   $ 407   $ 56,651   $9,054
                                          ------------   -------  --------   --------   -----   --------   ------
                                          ------------   -------  --------   --------   -----   --------   ------
</TABLE>

------------------------
(a) 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, 1995, was determined in accordance with the Company's policy as
    described in Note 1 to the Consolidated Financial Statements.

(b) 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, 1995, follows:

<TABLE>
<CAPTION>
                                                             1995      1994     1993
                                                           -------   -------   -------
   <S>                                                     <C>       <C>       <C>
   Balance at beginning of year                            $ 7,702   $ 6,233   $ 4,545
   Charged to expense during the year                        1,352     1,472     1,688
   Deletions for property sold during the year and other        --        (3)       --
                                                           -------   -------   -------
   Balance at end of year                                  $ 9,054   $ 7,702   $ 6,233
                                                           -------   -------   -------
                                                           -------   -------   -------
</TABLE>

(c) Changes in the carrying amount for the three years ended November 30, 1995,
    follows:

<TABLE>
<CAPTION>
                                                             1995      1994     1993
                                                           -------   -------   -------
   <S>                                                     <C>       <C>       <C>
   Balance at beginning of year                            $57,314   $56,644   $56,182
   Additions/improvements during the year                      236       673       464
   Property  sold  during the year  and  other                (899)       (3)       (2)
                                                           -------   -------   -------
   Balance at end of year                                  $56,651   $57,314   $56,644
                                                           -------   -------   -------
                                                           -------   -------   -------
</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 dated February 15, 1996, for  the
annual meeting of shareholders to be held on March 22, 1996.  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       40   President, Chief Executive Officer, Director
                              Employed by the Company since 1989; President
                              since November 1993, previously CFO and Secretary

  Harve Filuk            53   Vice President Real Estate Operations
                              Employed by the Company since 1975; Vice President
                              since 1978

  Katrina  L.  Thompson  37   Chief Financial Officer, Corporate Secretary
                              Employed by the Company since 1991; CFO and
                              Secretary since November 1993, previously
                              Controller. Formerly an Audit Senior with Price
                              Waterhouse


ITEM 11.  EXECUTIVE COMPENSATION

Incorporated  herein  by reference to the Company's  definitive  Proxy
Statement  dated  February  15,  1996,  for  the  annual  meeting   of
shareholders to be held on March 22, 1996.


ITEM  12.   SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS   AND
MANAGEMENT

Incorporated  herein  by reference to the Company's  definitive  Proxy
Statement  dated  February  15,  1996,  for  the  annual  meeting   of
shareholders to be held on March 22, 1996.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated  herein  by reference to the Company's  definitive  Proxy
Statement  dated  February  15,  1996,  for  the  annual  meeting   of
shareholders to be held on March 22, 1996.


                                     - 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 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 Schedules

  (b)  REPORTS ON FORM 8-K

          None


                                     - 20 -
<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 15, 1996                 /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:

<TABLE>
<CAPTION>

      Signature                                  Title                              Date
      ---------                                  -----                              ----
<S>                            <C>                                            <C>
                                  Chief Financial Officer and Secretary
  /s/ KATRINA L. THOMPSON      (Principal Financial and Accounting Officer)   February 15, 1996
---------------------------
     Katrina L. Thompson


  /s/ MICHAEL M. EARLEY                         Director                      February 15, 1996
---------------------------
     Michael M. Earley


  /s/ MARK G. FOLETTA                           Director                      February 15,1996
---------------------------
     Mark G. Foletta


  /s/ J. GREGORY KASUN                          Director                      February 15,1996
---------------------------
     J. Gregory Kasun


  /s/ WILLIAM E. NELSON                         Director                      February 15,1996
---------------------------
     William E. Nelson


  /s/ RICHARD R. TARTRE                         Director                      February 15,1996
---------------------------
     Richard R. Tartre


  /s/ BYRON B. WEBB, JR.                        Director                      February 15,1996
---------------------------
     Byron B. Webb, Jr.

</TABLE>


                                       - 21 -