SECURITIES AND EXCHANGE COMMISSION 
                    Washington, D.C.  20549 
                                
                          Form 10-K/A
                                
       Annual Report Pursuant to Section 13 or 15(d) of 
              the Securities Exchange Act of 1934 
 
          For the fiscal year ended December 31, 1997 

                Commission file number  1-12222
                                
                BEDFORD PROPERTY INVESTORS, INC.
    (Exact name of Registrant as specified in its charter) 
 
MARYLAND                                              68-0306514 
(State or other jurisdiction                    (I.R.S. Employer 
of incorporation or organization)            Identification No.) 
 
 
          270 Lafayette Circle, Lafayette, CA   94549
           (Address of principal executive offices) 
                                
Registrant's telephone number, including area code(510)  283-8910
 

Securities Registered Pursuant to Section 12(b) of the Act: 
                                            Name of each exchange
Title of each class                          on which registered 
 
Common Stock, par value $0.02 per share   New York Stock Exchange
                                                 Pacific 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 this Form 10-K. [X]  The aggregate market value
of the voting stock held by non-affiliates of Registrant as of  March 13,
1998 was approximately $425,368,000.  The number of shares of
Registrant's Common Stock, par value $0.02 per share, outstanding as of
March 13, 1998 was 22,583,867. 

               DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement to be mailed to stockholders
in connection with the Registrant's annual meeting of stockholders,
scheduled to be held on May 13, 1998, are incorporated by reference in
Part III of this report.  Except as expressly incorporated by reference,
the Registrant's Proxy Statement shall not be deemed to be part of this
report.
<PAGE>
The Company hereby amends Form 10-K for the year ended December 31, 1997
which was filed on March 27, 1998.  The amendment consists of restating
the earnings per share on the Financial Data Schedules for the years
ended December 31, 1996 and 1995 to conform with Financial Accounting
Standard No. 128.

PART I 

When used in this annual report, the words "believes," "anticipates" and
similar expressions are intended to identify forward-looking statements. 
Such statements are subject to certain risks and uncertainties which
could cause actual results to differ materially from those projected,
including, but not limited to, those set forth in the section entitled
"Potential Factors Affecting Future Operating Results" below.  Readers
are cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date hereof.  The Company
undertakes no obligation to publicly release the result of any revisions
to these forward-looking statements which may be made to reflect events
or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
 
ITEM 1.  BUSINESS 

The Company

Bedford Property Investors, Inc. is a self-administered and self-managed
equity REIT engaged in the business of owning, managing, acquiring and
developing industrial and suburban office properties proximate to
metropolitan areas primarily in the Western United States.  As of
December 31, 1997, the Company owned and operated, either directly or
through one of its wholly-owned subsidiaries, 75 properties aggregating
approximately 6.2 million rentable square feet and comprised of 55
industrial properties (the "Industrial Properties") and  20 suburban
office properties (the "Suburban Office Properties" and, together with
the Industrial Properties, the "Properties").  This portfolio of
properties includes 4 industrial properties which were developed by the
Company in 1997 and 71 existing properties.  In addition, the portfolio
includes 7 parcels of land held for future development.  As of December
31, 1997, the existing Properties were approximately 99% leased by over
440 tenants and the development properties were approximately 44% leased
by 14 tenants.  The Properties are located in Northern and Southern
California, Oregon, Washington, Arizona, Nevada, Utah, Colorado, Texas
and Kansas.

The Company seeks to grow its asset base through the acquisition of
industrial and suburban office properties and portfolios of such
properties, as well as through the development of new industrial and
suburban office properties.  The Company's strategy is to operate in
suburban markets that are experiencing, or are expected by the Company
to experience, superior economic growth that are subject to limitations
on the development of similar properties.  The Company believes that
employment growth is a reliable indicator of future demand for both
industrial and suburban office space.  In addition, the Company believes
that certain supply-side constraints, such as limited availability of
undeveloped land in a market, increase a market's potential for higher
average rents over time.  The Company is currently targeting selected
markets in which the Properties are located as well as selected markets
in which the Company has expertise.  The Company believes that due to
recent economic improvements in these markets, and related improvements
in the commercial property markets, an investment in industrial or
suburban office properties in these markets provides the potential for
attractive returns through increased occupancy levels, rents and real
estate values.

 
Business Objectives and Growth Plan 

Business Objectives

The Company's business objective is to increase stockholders' long-term
total return through the appreciation in value of the common stock.  To
achieve this objective, the Company seeks to (i) increase cash flow from
our existing Properties, (ii) acquire quality industrial and suburban
office properties and/or portfolios of such properties, and (iii) develop
new industrial and suburban office properties.

Internal Growth

The Company seeks to increase cash flow from existing Properties through
(i) the lease-up of vacant space, (ii) the reduction of costs associated
with tenant turnover through the retention of existing tenants, (iii) the
negotiation of increases in rental rates and of contractual periodic rent
increases when market conditions permit, and (iv) the strict containment
of operating expenses and capital expenditures.

During 1997, leases for 946,920 square feet expired with a weighted
average base rental rate of $8.25 per square foot.  Approximately 76% of
this space has been re-leased, and the weighted average base rental rate
of the new leases is $9.10 per square foot, an increase of 10.3%. 
Changes in average rental rate do not reflect changes in expense recovery
rates, if any.  In addition, past performance is not necessarily
indicative of results that will be obtained in the future, and no
assurance can be given in that regard. 

Acquisitions

The Company seeks to acquire quality industrial and suburban office
properties and/or portfolios of such properties.  The Company believes
that (i) the experience of its management team, (ii) its conservative
capital structure and its existing $175 million credit facility, (iii)
its relationships with private and institutional real estate owners, (iv)
its strong relationships with real estate brokers, and (v) its integrated
asset management program enable it to effectively identify and capitalize
on acquisition opportunities.  Each acquisition opportunity is reviewed
to evaluate whether it meets the following criteria:  (i) potential for
higher occupancy levels and/or rents as well as for lower turnover and/or
operating expenses, (ii) ability to generate returns in excess of the
Company's weighted average cost of capital, taking into account the
estimated costs associated with tenant turnover (i.e., tenant
improvements, leasing commissions and the loss of income due to vacancy),
and (iii) availability for purchase at a price at or below estimated
replacement cost.  The Company has, however, acquired and may in the
future acquire properties which do not meet one or more of these
criteria.  This may be particularly true with the acquisition of a
portfolio of properties, which may include individual properties that do
not meet one or more of the foregoing criteria.

Following completion of an initial review, the Company may make a
purchase offer, subject to satisfactory completion of its due diligence
process.  The due diligence process enables the Company to refine its
original estimate of a property's potential performance and typically
includes a complete review and analysis of the property's physical
structure, systems, environmental status and projected financial
performance, as well as an evaluation of the local market and competitive
properties and of relevant economic and demographic information.  Mr.
Bedford (the Chief Executive Officer) and at least one other member of
the Board of Directors typically visit each proposed acquisition property
before the purchase is closed.

The Company's activities relating to the acquisition of new properties,
including the due diligence process, are conducted on an exclusive basis
by Bedford Acquisitions, Inc. (BAI), a California corporation wholly-
owned by Mr. Bedford.  BAI receives a fee in an amount equal to the
lesser of (i) 1 1/2% of the gross amount raised in financings or the
aggregate purchase price of property acquisitions, or (ii) an amount
equal to (a) the aggregate amount of approved expenses funded by BAI
through the time of such acquisition or financing minus (b) the aggregate
amount of fees previously paid to BAI pursuant to such arrangement.  In
no event will the aggregate amount of fees paid to BAI exceed the
aggregate amount of costs funded by BAI.  The agreement with BAI has a
term of one year and is renewable at the option of the Company for
additional one year terms.  The current agreement will expire January 1,
1999.
          
Development

The Company seeks to develop properties in markets where (i) strong
demand for space has caused or is expected to cause occupancy rates to
remain high, and (ii) there is a limited supply of land available for new
development.  The Company's  management team has experience in all phases
of the development process, including market analysis, site selection,
zoning, design, pre-development leasing, construction and permanent
financing and construction management.  The Company believes that a
general decrease in competition in development activity as well as higher
occupancy rates in most of the Company's markets will lead to additional
attractive development opportunities.  The Company is currently in the
process of developing properties in Northern California, Arizona, and
Kansas and is considering developing additional properties in Northern
California, Southern California, Arizona, Colorado and Washington.  The
Company's management team has significant development experience in each
of these markets.   In 1997 the shell construction of 4 properties was
completed, representing 365,000 square feet of industrial space.  These
properties are now in the lease up phase and were 44% leased by year end. 

Corporate Strategies

In pursuing its business objectives and growth plans, the Company intends
to:

1. Pursue a Market Driven Strategy.

The Company's strategy is to operate in suburban markets which are
experiencing, or are expected by the Company to experience, economic
growth, and which are, ideally, subject to supply-side constraints.  The
Company believes that the metropolitan areas in which it operates have
multiple suburban "cores" and that the potential for growth in these
metropolitan areas is generally greatest in and around these suburban
cores.  The Company believes that such suburban cores emerge as jobs move
to the suburbs and typically offer a well-trained and well-educated work
force, high quality of life and, in many cases, a diversified economic
base.  The Company focuses on owning, managing, acquiring and developing
properties in these suburban cores.  Additionally, the Company seeks out
real estate markets that are subject to supply-side constraints such as
limited availability of undeveloped land and/or geographic, topographic,
regulatory and/or infrastructure restrictions.  The Company believes that
such restrictions limit the supply of new commercial space, which, when
combined with a growing employment and population base, enhances the
long-term return potential for an investment in real estate assets.

2. Focus its Efforts in the Western United States.

The Company is currently targeting selected suburban markets in the
Western United States, including markets in which the Company's
Properties are located as well as selected new markets.  The Company
believes that due to continued economic improvements in these markets,
and related improvements in the commercial property markets, an
investment in industrial or suburban office properties in these markets
provides the potential for attractive returns through increased occupancy
levels, rents and real estate values.  The Company believes that this
geographic focus, combined with management's market experience,
contributes to a more thorough understanding of these industrial and
suburban office property markets and allows the Company to anticipate
trends and therefore to better identify investment opportunities.

3. Acquire and Develop "Service Center/Flex" Industrial
   Properties.

One of the Company's targeted property types is "service center/flex"
industrial properties.  These properties are generally smaller than other
industrial buildings and are divisible into units ranging from
approximately 1,500 square feet to approximately 20,000 square feet in
order to accommodate multiple tenants of various sizes and needs.  The
buildings generally range in size from 8,000 to 80,000 square feet, have
a clear height of 12 to 18 feet and are built using concrete tilt
construction with store fronts incorporated in the front elevation and
grade level service doors in the back elevation.  The Company believes
that these properties require more management expertise than other types
of industrial properties and that it has developed such expertise.  The
Company also believes that many potential buyers do not wish or are not
well-positioned to undertake such active management.  As a result, the
Company believes that it often faces fewer competitors for this product
and is generally able to acquire these properties at above average
yields.

4. Plan for Future Anticipated Expenses Associated with Tenant
   Turnover.

The cash flow of a real estate asset can vary significantly from year to
year depending on tenant turnover.  When a lease expires and a tenant
renews or vacates its space, costs associated with tenant improvements,
lease commissions and lost income due to vacancy or construction down-
time can significantly reduce property cash flow.  Due to the capital
intensive nature of suburban office properties, and to a lesser degree,
industrial properties, the Company believes that planning and budgeting
for future costs associated with tenant turnover is a prudent component
of managing the cash flow of the Properties.  For its existing portfolio,
the Company estimates the future costs for tenant improvements, lease
commissions and lost income due to vacancy and construction down-time on
a property by property basis.  Although these future costs are not
accrued for financial reporting purposes, the Company incorporates these
estimates in its annual budgets and longer-term forecasts and seeks to
maintain cash and/or availability under the Credit Facility adequate to
cover these budgeted expenditures.  The Company believes that its ability
to commit capital to fund tenant improvements and pay lease commissions
helps to retain and attract tenants.  To the extent that a vacancy in one
of the Properties does occur, the Company believes that its policy of
budgeting ahead for anticipated tenant improvement costs and leasing
commissions enables it to compete effectively for new tenants.

5. Utilize In-House Asset and Property Management.

The Company believes that the long-term value of its Properties is
enhanced through in-house asset management and currently manages 68 of
its 75 properties from its seven regional property management offices and
its corporate headquarters.  The Company conducts its Northern California
property management activities out of its headquarters office in
Lafayette, California; its Southern California property management
activities out of its regional office in Tustin, California; its Kansas
City property management activities out of its regional office in Lenexa,
Kansas; its Arizona property management activities out of its regional
office in Phoenix, Arizona; its Washington property management activities
out of its regional office in Seattle, Washington; its Colorado property
management activities out of its regional office in Denver, Colorado; and
its Texas property management activities out of its regional office in
Dallas, Texas.  The Company's three Properties in Utah and Oregon are
currently managed for the Company by third parties.  The Company intends
to open additional property management offices in those regions as its
portfolios grow to a point where it becomes economically justified.

The Company's asset management team develops and monitors a comprehensive
asset management plan for each Property in an effort to ensure its
efficient operation.  The Company's Senior Vice President of
Property/Asset Management works directly with the Company's internal
finance and accounting staff to develop and monitor detailed budgets and
financial reports for each Property.  He also works with each property
manager to identify and implement opportunities to improve cash flow from
each Property and to maximize each Property's long-term investment value. 
The Company's property management staff is generally responsible for
leasing activities, ordinary maintenance and repairs, financial record
keeping on income and expenses, rent collection, payment of operating
expenses and property operations.  The Company's property management
philosophy is based on the belief that the long-term value of the
Properties is enhanced by attention to detail and hands-on service
provided by professional in-house property managers.  The Company
believes that a successful leasing program starts by servicing existing
tenants first.  Costs associated with tenant turnover (i.e., tenant
improvements, leasing commissions and the loss of income due to vacancy)
can be significant and, by addressing and attending to existing tenants'
needs, the Company believes that it can increase its retention of
existing tenants and simultaneously make its properties more attractive
to tenants.

6. Cooperate with Local Real Estate Brokers.

The Company seeks to develop strong relationships with local real estate
brokers, who can provide access to tenants as well as general market
intelligence and research.  The Company believes that these relationships
have enhanced the Company's ability to attract and retain tenants.

7. Maximize its Capital Structure.

As of December 31, 1997 the Company's total market capitalization was
$565 million.  With a debt to total market capitalization ratio of 12%,
the Company is well positioned for future growth.  Funding of new
acquisitions and development is expected to be provided by a combination
of debt and equity.  The Company currently intends to take advantage of
the low interest rates available today by locking in long term debt
financing on a portion of its portfolio.  At the same time, the Company
intends to preserve its financing flexibility through the use of short
term debt facilities such as its existing $175 million bank line of
credit as well as other means of managing interest rate risk.  The
Company plans to access the equity markets from time to time to balance
its overall capital structure. 

Transactions and Significant Events During 1997 

Acquisitions and Development

During the year, the Company acquired 26 Properties, including 13
Industrial Properties and 13 Suburban Office Properties aggregating
approximately 2.3 million rentable square feet, for a total investment
of approximately $206 million.  At acquisition, the Company estimated
that these Properties would provide an initial weighted average
unleveraged return on cost (computed as annualized property NOI at the
date of acquisition divided by total acquisition cost) of 9.4%.  The
Company estimates that the purchase price of acquisitions completed in
1997 is approximately 84% of the replacement cost. 

In addition, the Company completed shell construction of four industrial
properties aggregating approximately 365,000 square feet, for a total
investment to date of approximately $18 million.

The Company also acquired 6 parcels of land aggregating approximately 21
acres for a total investment of approximately $5 million, 5 of which are
adjacent to existing Properties.  The Company plans to develop industrial
or office properties on each of these parcels.

Property Dispositions

In 1997, the Company sold three properties aggregating approximately
297,000 square feet.  On July 31, 1997, two of its Southern California
office properties were sold for a sale price of approximately $25.8
million, which resulted in a gain of approximately $10.8 million.  The
properties were 1000 Town Center Drive in Oxnard, California and Mariner
Court in Torrance, California.  On October 22, 1997, Academy Place
Shopping Center in Colorado Springs, Colorado was sold for a sale price
of approximately $7.5 million, which resulted in a gain of approximately
$748,000.

Common Stock Offerings and Credit Facility

The Company completed the sale of 4,600,000 shares of common stock at $17
3/8 per share in February 1997 and 7,245,000 shares of common stock at
$19 5/8 per share in November 1997.  Net cash proceeds from these
offerings were used to pay off the outstanding borrowings under the
Company's credit facility.  The facility was amended and expanded to $150
million in June 1997, and was further expanded to $175 million in
September 1997.  Under this facility, the Company can borrow up to $25
million on an unsecured basis.  The secured loans bear interest at a rate
of LIBOR plus 1.50% and the unsecured loans bear interest at LIBOR plus
1.75%.  The amended facility matures on June 1, 2000 and had an
outstanding balance of $8 million at December 31, 1997.  The Company was
in compliance with the covenants and requirements of its revolving credit
facility at December 31, 1997.
 
Dividends 
 
The Company has made regular quarterly distributions to the holders of
the Common Stock in each quarter since the second quarter of 1993, having
increased the dividend eight times since that time from $0.10 per share
in the second quarter of 1993 to $0.30 per share in each of the third and
fourth quarters of 1997.  In March 1998, the Company declared a dividend
distribution for the first quarter 1998 to its stockholders in the amount
of $0.30 per share of Common Stock, payable 15 days after the quarter-
end.

The Company paid dividends to the holders of the 8,333,334 shares of its
Series A Convertible Preferred Stock par value $0.01 per share (the
"Convertible Preferred Stock") in the amount of $.135 per share for each
of the first two quarters of 1997 and $.15 per share for the third
quarter of 1997.  In October 1997, the Convertible Preferred stock was
converted to 4,166,667 shares of common stock. 

Tenants 
 
Based on rentable square feet, as of December 31, 1997, the Suburban
Office Properties and Industrial Properties were approximately 99%
occupied by a total of 444 tenants, of which 94 were Suburban Office
Property tenants and 350 were Industrial Property tenants.  The Company's
tenants include local, regional, national and international companies
engaged in a wide variety of businesses.
 
Financing 
 
The Company expects cash flow from operations to be sufficient to pay
operating expenses, real estate taxes, general and administrative
expenses, and interest on indebtedness and to make distributions to
stockholders required to maintain the Company's REIT qualification. 
 
The Company expects to fund the cost of acquisitions, capital
expenditures, costs associated with lease renewals and reletting of
space, repayment of  indebtedness, and development of properties from (i)
cash flow from operations, (ii) borrowings under the credit facility and,
if available, other indebtedness (which may include indebtedness assumed
in acquisitions), (iii) the sale of real estate investments, and (iv) the
sale of equity securities and, possibly, the issuance of equity
securities in connection  with acquisitions. 
 
The Company does not anticipate that cash flow from operations will be
sufficient to enable it to repay amounts then outstanding under the
credit  facility when it becomes due in 2000.  The Company expects to
make such payment by refinancing or extending the credit facility or by
raising funds through the sale of equity securities or properties. 
 
Insurance 
 
The Company carries commercial general liability coverage with primary
limits of $1 million per occurrence and $2 million in the aggregate, as
well as a $20 million umbrella liability policy.  This coverage protects
the Company against liability claims as well as the cost of defense.  The
Company carries property insurance on a replacement value basis covering
both the cost of direct physical damage and the loss of rental income. 
Separate flood and earthquake insurance is provided with an annual
aggregate limit of $12.5 million subject to a deductible of 5-10% of
total insurable value per building with respect to the earthquake
coverage.  The Company also carries director and officer liability
insurance with an aggregate limit of $10 million.  This coverage protects
the Company's directors and officers against liability claims as well as
the cost of defense. 

Competition, Regulation, and Other Factors 
 
The success of the Company depends upon, among other factors, general
economic conditions and trends, including real estate trends, interest
rates, government  regulations and legislation, income tax laws and
zoning laws.  

The Company's real estate investments are located in markets in which
they face significant competition for the rental revenues they generate. 
Many of the Company's investments, particularly the office buildings, are
located in markets in which there is a significant supply of available
space, resulting in intense competition for tenants and low rents. 
 
Government Regulations 
 
The Company's properties are subject to various federal, state and local
regulatory requirements such as local building codes and other similar
regulations.  The Company believes its properties are currently in
substantial compliance with all applicable regulatory requirements,
although expenditures at its properties may be required to comply with
changes in these laws.  No material expenditures are contemplated at this
time in order to comply with any such laws or regulations. 
 
Under various federal, state and local laws, ordinances and regulations,
an owner or operator of real estate is liable for the costs of removal
or remediation of certain hazardous or toxic substances released on,
above, under, or in such property.  Such laws often impose such liability
without regard to whether the owner knew of, or was responsible for, the
presence of such hazardous or toxic substances.  The costs of such
removal or remediation could be substantial. 

Additionally, the presence of such substances or the failure to properly
remediate such substances may adversely affect the owner's ability to
borrow using such real estate as collateral. 
 
The Company believes that it is in compliance in all material respects
with all federal, state and local laws regarding hazardous or toxic
substances, and the Company has not been notified by any governmental
authority of any non-compliance or other claim in connection with any of
its present or former properties.  The Company does not anticipate that
compliance with federal, state and local environmental protection
regulations will have any material adverse impact on the financial
position, results of operations or liquidity of the Company. 

Other Information 
 
The Company currently employs 46 full time employees.  The Company is not
dependent upon a single tenant  or a limited number of tenants.

The Company has conducted a comprehensive review of its computer systems
to identify "Year 2000" issues.  The Year 2000 problem is a result of
computer programs being written using two digits rather than four to
define the applicable year.  The Company purchased and implemented a new
computer information system in January 1997 in order to increase
efficiencies related to asset management and reporting.  The new computer
information system is Year 2000 compliant.  The Company presently
believes that the Year 2000 issue will not pose significant operational
problems for the Company and the Company does not anticipate material
expenditures related to this issue.  

<PAGE>
ITEM 2.  PROPERTIES 

Real Estate Summary
As of December 31, 1997, the Company's real estate investments (net of
accumulated depreciation) were diversified by property type as follows: 

                                  Number of    Investment
                                 Properties      Amount       % of  Total

Industrial Buildings                  51      $230,890,000         55
Office Buildings                      20       168,326,000         40
Properties Under Development           4        18,158,000          4
Land Held for Development              7         5,712,000          1       

Total                                 82      $423,086,000        100

 
<PAGE>
As of December 31, 1997, the Company's real estate investments (net of
accumulated depreciation) were diversified by geographic region as
follows:  
                               Number of        Investment
                               Properties         Amount           % of Total

Industrial
Northern California                28          132,735,000              31
Southern California                 8           43,276,000              10
Denver, Colorado                    2            5,014,000               1
Arizona                             4           20,486,000               5
Greater Portland Area               2           10,596,000               3
Greater Kansas City Area            6           16,039,000               4
Dallas, Texas                       1            2,744,000               1

Total Industrial                   51          230,890,000              55

Suburban Office
Northern California                 4           17,394,000               4
Southern California                 3           25,028,000               6
Salt Lake City                      1            6,093,000               1
Greater Kansas City Area            1            6,361,000               2
Greater Seattle Area                2           44,871,000              11
Reno, Nevada                        1           12,387,000               3
Austin, Texas                       1            9,750,000               2
Arizona                             6           31,382,000               7
Denver, Colorado                    1           15,060,000               4

Total Suburban Office              20          168,326,000              40

Industrial Properties Under 
  Development
Northern California                 2           10,484,000               2
Arizona                             1            4,407,000               1
Greater Kansas City Area            1            3,267,000               1

Total Industrial Properties 
   Under Development                4           18,158,000               4

Land Held for Development
Northern California                 2            1,752,000               *
Southern California                 2              981,000               *
Arizona                             2            1,334,000               *
Denver, Colorado                    1            1,645,000               *

Total Land held for Development     7            5,712,000               1

Total                              82          423,086,000             100




* Less than 1%.
<PAGE>
Percentage Leased and 10% Tenants

The following table sets forth the occupancy rates for each of the last 
five years, the number of tenants occupying 10% or more of the developed 
square feet at the Property as of the end of the year and the principal 
business of the tenants in the Company's properties at December 31, 1997.
                                            
               Percentage Occupied/Number of Tenants Occupying 10% or more
<TABLE>
<S>                                 <C>       <C>      <C>        <C>       <C>        <C>
                                            
                                      1993      1994      1995      1996      1997
Property                             %    #    %   #     %   #     %   #     %   #      Principal Business at December 31, 1997     

INDUSTRIAL PROPERTIES
Northern California
Building #3 at Contra Costa
  Diablo Ind. Park, Concord          100% 1    100% 1    100% 1    100% 1    100% 1     Production and assembly of robotic parts
                                                                                        and machines.
Building #8 at Contra Costa
  Diablo Ind. Park, Concord          100% 1    100% 1    100% 1    100% 1    100% 1     Warehouse and storage of medical supplies.
Building #18 at
  Mason Ind. Park, Concord           100% 2     90% 2     83% 2     83% 2    100% 2     Warehouse of scaffolding materials and 
                                                                                        construction supplies.
                                                                                                
115 Mason Circle, Concord            N/A        N/A       N/A      100% 5    100%       Mechanical systems insulation and 
                                                                                        acoustical contractor, pipeline servicing 
                                                                                        co., wholesale distributor of computer
                                                                                        peripherals and software, distributor of 
                                                                                        fluid ceiling products, manufacturer and 
                                                                                        welder of pipes.

Auburn Court, Fremont                N/A        N/A      100% 4    100% 4    100% 4     Manufacturing of computer equipment, 
                                                                                        assembly of cable items, lab engineering, 
                                                                                        and marketing design.
47650 Westinghouse Drive,        
   Fremont                           N/A        N/A      100% 1    100% 1    100% 1     Electronic personal computer board
                                                                                        assembly.

47600 Westinghouse Drive,
   Fremont                           N/A        N/A      N/A       100% 1    100% 1     Research and development assembly and
                                                                                        testing related to the semi-
                                                                                        conductor/electronics industry.

47633 Westinghouse Drive,
   Fremont                           N/A        N/A      N/A       100% 1    100% 1     Design and manufacture chemical vapor
                                                                                        equipment for semi-conductors.

6500 Kaiser Drive, Fremont           N/A        N/A      N/A        N/A      100% 1     Officce, research and development, 
                                                                                        manufacturing of computers.

Bedford Fremont Business Center, 
  Fremont                            N/A        N/A      N/A        N/A      100% 1     Administration and testing of samples 
                                                                                        for kidney dialysis facilities.

Spinnaker Court, Fremont             N/A        N/A      N/A        N/A      100% 2     Warehouse and assembly of computer
                                                                                        products and general
                                                                                        industrial, warehouse research and
                                                                                        development.

Fourier Avenue, Fremont              N/A        N/A      N/A       100% 1    100% 1     Manufacturer of testers and equipment
                                                                                        for semi-conductors.

Milpitas Town Center, Milpitas       N/A      100% 4    100% 4     100% 4    100% 4     Manufacturing of blood glucose 
                                                                                        meters, assembly and repair of 
                                                                                        accelerator systems, light 
                                                                                        manufacturing of OEM's and assembly
                                                                                        and manufacturing of vacuum components.

598 Gibraltar Drive, Milpitas        N/A        N/A      N/A       100% 1    100% 1     Manufacturing of personal computers.

Doherty Avenue, Modesto              N/A        N/A      N/A       100% 1    100% 1     Storing canned goods.

860-870 Napa Valley Corporate
   Way, Napa                         N/A        N/A      N/A        96% 3     86% 3     Winery, engineering company and 
                                                                                        software developer.

The Mondavi Building, Napa           N/A        N/A      N/A        N/A      100% 1     Wine storage and administration.

350 East Plumeria Drive,
   San Jose                          N/A        N/A     100% 1      100% 1   100% 1    Developer of data transmission
                                                                                        technology.

Lundy Avenue, San Jose               N/A        N/A      N/A        100% 2   100% 2     Distributor of electronic components,
                                                                                        manufacturer and distributor of high
                                                                                        quality personal computers.

O'Toole Business Center, San Jose    N/A        N/A      N/A         94% 0    90% 0     N/A

301 East Grand, South
    San Francisco                    N/A        N/A     71% 2       100% 3   100% 3     Freight forwarding, furniture 
                                                                                        wholesale, and distributor of MRI 
                                                                                        Equipment.

342 Allerton, South
    San Francisco                    N/A        N/A    100% 4      100% 4    100% 4     Freight forwarding.

400 Grandview, South
    San Francisco                    N/A        N/A    100% 5      100% 5    100% 4     Radiology research and developer, 
                                                                                        freight forwarding, manufacturing 
                                                                                        and distribution of point-
                                                                                        of-sale marketing products.

410 Allerton, South
    San Francisco                    N/A        N/A    100% 1      100% 1    100% 1     Candy manufacturer and distributor.

417 Eccles, South                
    San Francisco                    N/A        N/A    100% 2      100% 2     53% 1     Storage/distribution of food 
                                                                                        products.

2277 Pine View Way, Petaluma         N/A        N/A     N/A         N/A      100% 1     Manufacturer and distributor of 
                                                                                        plastic and glass eyeglass lenses
                                                                                        for world-wide distribution.

Monterey Commerce Center 2,
   Monterey                          N/A        N/A     N/A         N/A      100% 1     Language interpretation - over seas
                                                                                        calls.

Monterey Commerce Center 3,
   Monterey                          N/A        N/A     N/A         N/A      100% 3     Sales.

Southern California
Dupont Industrial Center,
    Ontario                          N/A       91% 1   100% 1       59% 0    100% 1     Distribution of swimming pool 
                                                                                        supplies.

3002 Dow Business Center,            N/A        N/A     83% 0       99% 0    100% 0     N/A
    Tustin

Carroll Tech I, San Diego            N/A        N/A     N/A        100% 1    100% 1     Bio-technology company.
                                                                                        Vacated 12/31/97.

Carroll Tech II, San Diego           N/A        N/A     N/A        100% 1    100% 1     Bio-technology company.

Signal Systems Building,         
    San Diego                        N/A        N/A     N/A        100% 1    100% 1     Developer and manufacturer of avionic
                                                                                        diagnostic equipment.
                                                                                        Filed Chapter 11.

Vista 1, Vista                       N/A        N/A     N/A        100% 1    100% 1     Manufacturer of heat sensitive film
                                                                                        paper.  Vacated 12/31/97.  Company
                                                                                        liquidated under statute per the 
                                                                                        general assignment for the benefit of 
                                                                                        creditors.

Vista 2, Vista                       N/A        N/A     N/A        100% 1    100% 1     Manufacturer of graphite golf club 
                                                                                        shaft.

2230 Oak Ridge Way                   N/A        N/A     N/A         N/A      100% 1     Manufacturer of equipment for circuit
                                                                                        board assembly.

Denver, Colorado
Bryant Street Annex, Denver          N/A        N/A    100% 2      100% 2    100% 2     Office supplies distributor and 
                                                                                        automotive paint distributor.

Bryant Street Quad, Denver           N/A        N/A     97% 3      100% 3    100% 3     Health care provider, photo 
                                                                                        processing lab, and radiator coating
                                                                                        plant/distributor.
Arizona
Westech Business Center, Phoenix     N/A        N/A     N/A         93% 0     96% 0     N/A

2601 W. Broadway, Tempe              N/A        N/A     N/A         N/A      100% 1     Wireless phone service provider.

Phoenix Airport Center #3, 
    Phoenix                          N/A        N/A     N/A         N/A      100% 1     Cosmetic manufacturing and 
                                                                                        distribution.

Butterfield Business Center, 
    Tucson                           N/A        N/A     N/A         N/A      100% 3     Sears call center, polish/wax 
                                                                                        research and development.

Greater Portland Area, Oregon
Twin Oaks Technology Center,
    Beaverton                        N/A        N/A      81% 2       91% 3     96% 2     Software developer and
                                                                                        telecommunications.

Twin Oaks Business Park,
    Beaverton                        N/A        N/A      94% 3       80% 4     81% 4    Electronic engineering, 
                                                                                        electronic equipment assembly, 
                                                                                        computer equipment distributor 
                                                                                        and postal service.

Kansas City, Kansas
Ninety-Ninth Street #1, Lenexa       N/A        N/A     100% 2      100% 2    100% 2    Tool distribution and surgical
                                                                                        instrument manufacturing.

Ninety-Ninth Street #2, Lenexa       N/A        N/A     100% 1      100% 1    100% 1    Drug testing clinic.

Ninety-Ninth Street #3, Lenexa       100% 2     100% 2  100% 2       89% 2    100% 2    Warehouse for computer cables/wiring
                                                                                        and storage of corporate records/
                                                                                        supplies.

Lackman Business Center,
    Lenexa                           N/A        N/A    98% 2        91% 2    100% 2     Data document services and 
                                                                                        environmental testing and survey.

85th Street, Lenexa                  N/A        N/A    N/A          N/A      100% 1     Manufacturing of plastic containers.

Panorama Business Center, 
    Kansas City                      N/A        N/A    N/A         100% 2    100% 2     Graphics and refrigeration 
                                                                                        companies.

Dallas, Texas
Ferrell                              N/A        N/A    N/A          N/A      100% 5     Glass manufacturing (sub-tenant is
                                                                                        telecommunications), medical products
                                                                                        distribution, hardware
                                                                                        distribution, and
                                                                                        direct sales of nutritional products.

SUBURBAN OFFICE PROPERTIES
Northern California

Village Green, Lafayette             N/A       82% 3  100% 2       100% 1     99% 1     Software developer.

100 View Street, Mountain View       N/A        N/A    N/A         100% 4    100% 3     Architectural servicing (two
                                                                                        tenants), designing and marketing
                                                                                        of integrated circuits for semi-
                                                                                        conductors, research and development
                                                                                        of governmental devices.

Monterey Commerce Center 1
   Monterey                          N/A        N/A    N/A          N/A       87% 4     Financial services, software 
                                                                                        development, telecommunications
                                                                                        sales, electronic equipment sales.

Canyon Park, San Ramon               N/A        N/A    N/A          N/A      100% 2     Medical administrative offices and
                                                                                        geotechnical lab; soils
                                                                                        testing, engineering services.

Southern California
Laguna Hills Square, Laguna          N/A        N/A    N/A         86% 2      96% 4     Medical facility and securities
                                                                                        brokerage firm.

Carroll Tech III, San Diego          N/A        N/A    N/A          N/A      100% 1     Biomedical firm.

Scripps Wateridge, San Diego         N/A        N/A    N/A          N/A      100% 2     Wireless communications.

Denver, Colorado
Oracle Building                      N/A        N/A    N/A          N/A      100% 2     Software company.

Salt Lake City
Woodlands Tower II, 
   Salt Lake City                   96% 2      98% 2   95% 2      100% 2     100% 2     Insurance services and health care
                                                                                        staffing.

Greater Kansas City Area
6600 College Blvd., Overland Park    N/A        N/A   100% 1       98% 1     100% 1     Telecommunication.

Greater Seattle Area
Kenyon Center, Bellevue              N/A        N/A    N/A        100% 1     100% 1     Manufacturer of aircraft.

Orillia Office Park, Renton          N/A        N/A    N/A          N/A      100% 1     Manufacturer of aircraft.

Reno
U. S. Bank Centre, Reno              N/A        N/A    N/A          N/A       94% 1     Insurance services.

Austin
9737 Great Hills Trail, Austin       N/A        N/A    N/A          N/A      100% 1     Home mortgage business.

Arizona
Executive Center at Southbank, 
    Phoenix                          N/A        N/A    N/A          N/A       98% 3     Appliance sales, travel agency, and
                                                                                        customer credit call center.

Troika Building, Tucson              N/A        N/A    N/A          N/A      100% 1     Architectural Services

Phoenix Airport Center #1, 
    Phoenix                          N/A        N/A    N/A          N/A      100% 5     Electronics, customer service, and 
                                                                                        sales office.

Phoenix Airport Center #2, 
    Phoenix                          N/A        N/A    N/A          N/A      100% 1     Electronics and customer service.

Phoenix Airport Center #4, 
    Phoenix                          N/A        N/A    N/A          N/A      100% 1     Package delivery/service call center.

Phoenix Airport Center #5, Parking,
    Phoenix                          N/A        N/A    N/A          N/A       N/A 

</TABLE>
Lease Expirations - Real Estate Portfolio

The following table presents lease expirations for each of the ten
years beginning January 1, 1998.  The table presents:   (i) the number
of leases that expire each year, (ii) the square feet covered by such
expiring leases, (iii) the annualized base rent (the "Annualized Base
Rent") represented by such expiring leases and (iv) the percentage of
total Annualized Base Rent for expiring leases.

                                                 
                                                 
                  
                         
                      Number of                                   Percentage
                        Leases      Rentable      Annualized    of Annualized
   Year                Expiring    Square Feet     Base Rent      Base Rent

   1998                   118        905,135       7,146,108         14.5%
   1999                    86        664,328       5,819,472         11.8%
   2000                   102        839,316       8,766,924         17.8%
   2001                    51        953,514       8,022,576         16.3%
   2002                    53        507,664       5,138,448         10.4%
   2003                     8        235,997       3,325,836          6.8%
   2004                     5        585,359       5,267,640         10.7%
   2005                     3        127,203       1,400,148          2.9%
   2006                     4        413,327       1,862,940          3.8%
   2007 and thereafter      5        478,168       2,447,544          5.0%

   Total                  435      5,710,011      49,197,636        100.0%




<PAGE>
                                             


Principal Provisions of Leases

The following table sets forth the principal provisions of leases which 
represent more than 10% of the gross leasable area ("GLA") of each of the 
Company's Properties and the realty tax rate for each Property for 1997.

<TABLE>
<S>                              <C>         <C>           <C>           <C>          <C>             <C>          <C>
                                    Annual    # of Tenants                Square Feet  Contract Rent 
                                    Realty    with 10% or     Project       of Each       ($/Sq/Yr)       Lease     Renewal
Property                          Taxes/Rate  More of GLA   Square Feet     Tenant     At End of Year  Expiration   Options

INDUSTRIAL PROPERTIES
Northern California
Building #3 at Contra Costa          $14,829         1         21,840       21,840           $6.84       Aug. 98      None
    Diablo Ind. Park, Concord      $1.03/100

Building #8 at Contra Costa          $24,023         1         31,800       31,800           $6.00       Dec. 00      2-5 yr.
    Diablo Ind. Park, Concord      $1.03/100

Building #18 at Mason                $18,944         2         28,836       7,225            $6.75       Oct. 98      None
     Industrial Park, Concord      $1.03/100                                4,825            $7.70       Mar. 98      None

115 Mason Circle, Concord            $18,293         5         35,000       5,833            $5.16       Jan. 00      None
                                   $1.03/100                                5,832            $6.18       Dec. 98      1-3 yr.
                                                                            8,154            $6.96       Aug. 02      None
                                                                            7,296            $6.24       Nov. 98      1-3 yr.
                                                                            7,885            $6.24       Apr. 99      None

Auburn Court, Fremont                $49,487         4         68,030      15,755           $10.20       Apr. 99      1-5 yr.
                                   $1.07/100                               16,095            $6.00       Sep. 98      1-5 yr.
                                                                           12,060            $9.00       Apr. 98      None
                                                                           12,060            $7.20       Jul. 00      None

47650 Westinghouse Drive,            $15,308         1         24,030      24,030            $9.00       Sep. 04      1-3 yr.
     Fremont                       $1.07/100

47600 Westinghouse Drive,            $17,132         1         24,030      24,030           $10.20       Oct. 03      1-3 yr.
     Fremont                       $1.07/100

47633 Westinghouse Drive,            $52,810         1         50,088      50,088           $11.60       Oct. 03      1-3 yr.
     Fremont                       $1.07/100

6500 Kaiser Drive, Fremont          $134,912         1         78,611      78,611            $9.00       Sep. 04      2-5 yr.
                                   $1.07/100

Bedford Fremont Business Center,
    Fremont                         $132,082         1        146,509      27,750           $11.65       Jul. 98      1-3 yr.
                                   $1.07/100

Spinnaker Court, Fremont             $73,380         2         98,500      69,230            $8.10       Feb. 98      None
                                   $1.07/100                               29,270            $7.78       Mar. 00      None

Fourier Avenue, Fremont             $105,583         1        104,400     104,400            $8.99       Apr. 04      None
                                   $1.07/100
     
Milpitas Town Center,                $65,950         4        102,620      23,924            $9.63       Sep. 99      1-2 yr.
    Milpitas                       $1.07/100                               24,426           $11.04       Apr. 02      1-2 yr.
                                                                           30,840            $7.68       Jul. 03      1-5 yr.
                                                                           23,430            $7.52       Jan. 00      1-5 yr.

598 Gibraltar Drive,                 $58,448         1         45,090      45,090            $9.48       Apr. 01      1-5 yr.
    Milpitas                       $1.07/100

Doherty Avenue, Modesto              $56,189         1        251,308     251,308            $1.88       Dec. 06      None
                                   $1.10/100                          

860-870 Napa Valley Corporate        $82,094         3         67,775      13,111            $9.61       Dec. 00      1-5 yr.
    Way, Napa                      $1.03/100                                7,558            $9.89       Sep. 01      None
                                                                            8,474            $9.60       Dec. 99      None

The Mondavi Building, Napa          $124,256         1        120,157     120,157            $4.92       Sep. 12      1-5 yr.  
                                   $1.03/100

350 East Plumeria Drive,            $134,490         1        142,700     142,700            $8.40       Dec. 01      1-3 yr.
    San Jose                       $1.08/100

Lundy Avenue, San Jose               $60,310         3         60,428      11,086            $7.14       Jul. 98      None
                                   $1.10/100                               32,877            $7.80       Apr. 99      1-5 yr.
                                                                           16,465            $5.64       Apr. 99      1-3 yr.

O'Toole Business Center,            $111,276         0        122,320      N/A               N/A         N/A          N/A
    San Jose                       $1.10/100

301 East Grand,                      $32,333         3         57,846      26,240            $6.24       Jun. 98      None
    South San Francisco            $1.03/100                               14,400            $5.46       Oct. 99      None  
                                                                           17,206            $4.68       Aug. 98      None

342 Allerton,                        $51,485         4         69,312      19,751            $6.96       Mar. 00      None
    South San Francisco            $1.03/100                                9,720            $8.40       Mar. 02      None
                                                                           30,953            $7.28       Feb. 99      None
                                                                            8,888            $9.00       Aug. 02      None

400 Grandview,                       $75,734         4        107,004      21,841            $7.20       Dec. 98      None
    South San Francisco            $1.03/100                               43,642            $7.41       Jul. 02      1-5 yr.
                                                                           18,789            $6.45       May 99       1-5 yr.
                                                                           18,864            $6.00       Jan. 03      None

410 Allerton,                        $25,858          1        46,050      46,050            $5.16       Apr. 01      None
    South San Francisco            $1.03/100

417 Eccles,                          $12,532          1        24,624      12,960            $6.36       Dec. 97      1-5 yr.
    South San Francisco            $1.03/100           

2277 Pine View Way,                  $24,607          1       120,480     120,480            $6.91       Mar. 07      2-5 yr.
    Petaluma                       $1.08/100                     

Monterey Commerce                    $22,627          1        28,020      28,020           $14.16       Dec. 00      None
    Center 2, Monterey             $1.00/100           

Monterey Commerce                    $22,347          3        24,240       3,817           $13.08       Jul. 01      None
    Center 3, Monterey             $1.00/100                                3,050           $12.96       Nov. 00      None  
                                                                           17,373           $15.36       Oct. 00      None

Southern California
Dupont Industrial Center,           $205,346          1       451,192     183,244            $2.88       Jan. 07      2-5 yr.
    Ontario                        $1.01/100

3002 Dow Business Center,           $195,932          0       192,125       N/A              N/A         N/A          N/A
    Tustin                         $1.02/100

Carroll Tech I,                      $21,207          1        21,936      21,936           $11.93       Dec. 97      None
    San Diego                      $1.12/100           

Carroll Tech II,                     $34,605          1        37,586      37,586           $11.52       Dec. 98      1-3 yr.
    San Diego                      $1.12/100           

Signal Systems Building,             $96,473          1       109,780     109,780            $8.11       Aug. 06      2-5 yr.
    San Diego                      $1.02/100

Vista 1, Vista                       $33,289          1        42,508      42,508            $0.00       Chapter 11,  12/31/97
                                   $1.04/100                                               

Vista 2, Vista                       $36,584          1        47,550      47,550            $6.61       Sep. 01      1-5 yr.
                                   $1.04/100                                               

Denver, Colorado
Bryant Street Annex, Denver          $27,293          2        55,000      42,148            $4.25       Nov. 00      1-3 yr.
                                   $7.54/100                               12,852            $3.55       Mar. 00      None

Bryant Street Quad, Denver           $77,203          3       155,536      17,440            $4.25       Apr. 02      None
                                   $7.54/100                               20,726            $3.30       Feb. 01      1-5 yr.
                                                                           16,055            $3.60       Feb. 99      1-3 yr.

Arizona
Westech Business Center, Phoenix     $78,241          0       143,940        N/A              N/A         N/A         N/A
                                  $12.69/100

2601 W. Broadway, Tempe              $49,095          1        44,244      44,244            $7.14       Jan. 07      None
                                  $12.27/100

Phoenix Airport Center #3,           $42,460          1        55,122      55,122            $6.36       Jul. 01      None
    Phoenix                       $12.69/100           

Butterfield Business Center,         $73,510          3        95,746      50,000            $7.92       Aug. 99      None
    Tucson                        $15.95/100                               14,982            $2.60       Aug. 99      None
                                                                           22,002            $8.37       Jun. 01      None

Greater Portland Area
Twin Oaks Technology Center,         $54,684          2        95,173      11,460            $5.20       Nov. 98      None
    Beaverton                      $1.41/100                               14,690            $7.56       Aug. 98      None  
                                               
Twin Oaks Business Park,             $39,439          4        66,339       7,633            $9.60       Nov. 02      None
    Beaverton                      $1.41/100                                6,702            $9.00       Feb. 00      None
                                                                           14,522           $10.67       Jul. 99      1-3 yr.
                                                                           11,686            $7.48       May 99       1-2 yr.

Greater Kansas City Area
Ninety-Ninth Street #1,              $48,647          2        35,516      19,019            $8.09       Sep. 00      1-3 yr.
    Lenexa                         $1.13/100                               13,305            $7.25       Oct. 02      None

Ninety-Ninth Street #2,              $26,397          1        12,974      12,974            $8.62       Oct. 99      None
    Lenexa                         $1.13/100

Ninety Ninth Street #3,              $61,354          2        50,000      13,000            $7.10       Dec. 03      1 yr.
    Lenexa                         $1.13/100                               31,250            $5.38       May 98       1-5 yr.

Lackman Business Center,             $61,235          3        45,956       5,510           $10.45       Jan. 98      None
    Lenexa                         $1.13/100                                5,132            $9.68       May 98       None
                                                                            5,320            $7.95       Jun. 99      None

85th Street, Lenexa                  $81,453          1       171,642     171,642            $3.11       Nov. 01      1-5 yr.
                                   $1.13/100

Panorama Business Center,           $111,362          2       103,457      12,491            $5.95       Sep. 01      1-5 yr.
    Kansas City                    $9.23/100                               12,951            $5.15       Feb. 01      None

Dallas, Texas
Ferrell                              $37,349          5        68,580      11,430            $4.50       Jan. 00      None
                                   $4.76/100                               11,430            $4.50       Feb. 99      None
                                                                           11,430            $4.20       Feb.00       None
                                                                           11,430            $4.50       Jul. 01      1 yr.
                                                                           11,430            $4.50       Apr. 99      1-3 yr.

SUBURBAN OFFICE PROPERTIES
Northern California
Village Green, Lafayette             $25,176          4        16,895       2,119           $21.66       Aug. 99      None
                                   $1.14/100                                3,675           $26.84       Mar. 05      None
                                                                            1,798           $22.05       Mar. 05      None
                                                                            2,516           $22.03       Mar. 05      None

100 View Street,                     $56,297          3        42,141       5,490           $20.28       Jul. 01      1-5 yr.
    Mountain View                  $1.06/100                               12,112           $18.60       Mar. 99      1-3 yr.
                                                                            9,875           $22.20       Oct. 00      None

Monterey Commerce Center 1,          $57,957          4        50,031       5,809           $20.04       Aug. 99      None
    Monterey                       $1.00/100                                7,000           $18.96       Mar. 03      None
                                                                           16,088           $20.92       Jul. 98      None
                                                                            5,046           $19.62       Mar. 98      None

Canyon Park,                         $67,261          2        57,667      43,415           $16.48       Feb. 00      None
    San Ramon                      $1.08/100                                7,736           $18.60       Jan. 98      None
                                               
Southern California
Laguna Hills Square, Laguna          $67,008          4        51,734       8,474           $33.60       Jun. 02      1-5 yr.
                                   $1.05/100                                7,368           $25.24       Apr. 00      1-3 yr.
                                                                            6,391           $24.24       Sep. 00      1-5 yr.
                                                                            9,229           $17.64       Jun. 02      2-3 yr.

Carroll Tech III, San Diego          $22,829          1        29,307      29,307            $8.52       Dec. 98      1-5 yr.
                                   $1.12/100

Scripps Wateridge, San Diego        $175,873          2       123,853      49,295            $9.62       Jul. 06      1-5 yr.
                                   $1.12/100                               74,558           $12.60       Aug. 05      2-3 yr.

Denver
Oracle Building,                    $250,217          2        90,712      10,043           $18.00       Aug. 11      1-4 yr.
    Denver                        $12.76/100                               74,265           $24.00       Sep. 03      1-2 yr.

Salt Lake City
Woodlands Tower II,                 $119,869          2       114,352      42,590           $15.74       Feb. 02      1-5 yr.
    Salt Lake City                 $1.27/100                               22,599           $15.00       Jan. 01      None

Greater Kansas City Area
6600 College Blvd.,                 $167,955          1        79,316      62,441           $11.80       Dec. 99      None
    Overland Park                 $11.95/100

Greater Seattle Area
Kenyon Center, Bellevue             $171,902          1        94,840      94,840           $11.61       Feb. 00      1-5 yr.
                                   $1.16/100

Orillia Office Park, Renton         $262,365          2       334,255     274,405            $9.35       Feb. 04      None
                                   $1.32/100                               59,850            $9.35       Feb. 04      None

Reno
U.S. Bank Centre, Reno              $109,333          1       104,324      35,361           $17.40       Apr. 00      2-5 yr.
                                   $3.35/100

Austin
9737 Great Hills Trail, Austin      $168,973          1        82,680      82,680           $18.00       Dec. 01      1-5 yr.
                                   $2.48/100

Arizona
Executive Center at Southbank,      $151,381          4       140,157      38,106            $9.18       Apr. 02      1-5 yr.
    Phoenix                       $16.50/100                               17,910            $7.96       Sep. 03      2-5 yr.
                                                                           30,518           $10.00       Jun. 01      2-5 yr.
                                                                           21,626           $10.00       Jul. 02      2-5 yr.

Troika Building, Tucson             $109,698          1        52,000      52,000            $9.00       Oct. 01      None
                                  $16.94/100

Phoenix Airport Center #1,           $31,022          5        32,460      11,990           $10.95       Aug. 00      None
    Phoenix                       $12.69/100                                4,527           $15.00       Mar. 01      None
                                                                            4,449           $17.55       Dec. 02      None
                                                                            4,041           $16.39       Jul. 01      None
                                                                            4,502           $12.00       M-T-M        None


Phoenix Airport Center #2,           $48,035          1        35,768      35,768            $7.20       Aug. 01      None
    Phoenix                       $12.69/100           

Phoenix Airport Center #4,           $25,100          1        30,504      30,504            $7.20       Jun. 00      None
    Phoenix                       $12.69/100           

Phoenix Airport Center #5,           $17,358        N/A          N/A         N/A             N/A          N/A         N/A
    Parking, Phoenix              $12.69/100           
</TABLE>




Average Effective Rent

The following table sets forth for each of the Properties the average
rent at the end of each year for the last five years.
 
                  Net Effective Rent                        Net Effective Rent
                           ($/Sq/Yr)                                 ($/Sq/Yr)
Properties            At End of Year       Properties           At End of Year


INDUSTRIAL PROPERTIES:
Northern California                        
Building #3 at Contra Costa Diablo         47650 Westinghouse Drive
     1993                    $8.35              1993                      N/A 
     1994                    $8.35              1994                      N/A
     1995                    $4.95              1995                    $5.52 
     1996                    $6.64              1996                    $5.52
     1997                    $6.84              1997                    $9.00
 
Building #8 at Contra Costa Diablo         47600 Westinghouse Drive
     1993                    $7.43              1993                      N/A
     1994                    $7.81              1994                      N/A
     1995                    $6.00              1995                      N/A
     1996                    $6.00              1996                    $5.94
     1997                    $6.00              1997                   $10.20

Building #18 at Mason Industrial Park      47633 Westinghouse Drive 
     1993                    $7.03              1993                      N/A
     1994                    $6.95              1994                      N/A
     1995                    $6.63              1995                      N/A
     1996                    $6.78              1996                   $11.37
     1997                    $6.88              1997                   $11.60

115 Mason Circle                           6500 Kaiser Drive
     1993                      N/A              1993                      N/A
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                    $6.05              1996                      N/A
     1997                    $6.22              1997                    $9.00

Auburn Court                               Bedford Fremont Business Center
     1993                      N/A              1993                      N/A
     1994                      N/A              1994                      N/A
     1995                    $6.54              1995                      N/A
     1996                    $6.78              1996                      N/A
     1997                    $7.80              1997                   $11.93


<PAGE>
                  Net Effective Rent                        Net Effective Rent
                           ($/Sq/Yr)                                 ($/Sq/Yr)
Properties            At End of Year       Properties           At End of Year


INDUSTRIAL PROPERTIES(continued):

Spinnaker Court                            The Mondavi Building
     1993                      N/A              1993                      N/A
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                      N/A              1996                      N/A
     1997                    $8.01              1997                    $4.92

Fourier Avenue                             350 East Plumeria Drive
     1993                      N/A              1993                      N/A
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                    $7.80
     1996                    $8.99              1996                    $7.80
     1997                    $8.99              1997                    $8.40

Milpitas Town Center                       Lundy Avenue
     1993                      N/A              1993                      N/A
     1994                    $7.11              1994                      N/A
     1995                    $7.35              1995                      N/A
     1996                    $8.03              1996                    $7.09
     1997                    $8.90              1997                    $7.09

598 Gibraltar Drive                        O'Toole Business Center
     1993                      N/A              1993                      N/A
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                    $9.48              1996                    $8.75
     1997                    $9.48              1997                   $10.31

Doherty Avenue                             301 East Grand
     1993                      N/A              1993                      N/A
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                    $5.92
     1996                    $1.87              1996                    $5.57
     1997                    $1.88              1997                    $5.58

860-870 Napa Valley Corporate              342 Allerton
     1993                      N/A              1993                      N/A
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                    $6.88
     1996                    $9.44              1996                    $7.18
     1997                    $8.86              1997                    $7.57


<PAGE>
                 Net Effective Rent                        Net Effective Rent 
                          ($/Sq/Yr)                                 ($/Sq/Yr)
Properties           At End of Year        Properties          At End of Year


INDUSTRIAL PROPERTIES(continued):


400 Grandview                              410 Allerton
     1993                      N/A            1993                        N/A
     1994                      N/A            1994                        N/A
     1995                    $7.49            1995                      $5.16
     1996                    $7.53            1996                      $5.16
     1997                    $7.03            1997                      $5.16

417 Eccles                                 2277 Pine View Way
     1993                      N/A            1993                        N/A
     1994                      N/A            1994                        N/A
     1995                    $5.71            1995                        N/A
     1996                    $6.01            1996                        N/A
     1997                    $6.36            1997                      $6.91

Monterey Commerce Center 2                 Monterey Commerce Center 3
     1993                      N/A            1993                        N/A
     1994                      N/A            1994                        N/A
     1995                      N/A            1995                        N/A
     1996                      N/A            1996                        N/A
     1997                   $14.16            1997                     $14.70

Southern California

Dupont Industrial Center                   Carroll Tech II
     1993                      N/A            1993                        N/A
     1994                    $3.07            1994                        N/A
     1995                    $3.17            1995                        N/A
     1996                    $3.53            1996                        N/A
     1997                    $3.40            1997                     $11.52

3002 Dow Business Center                   Signal Systems Building
     1993                      N/A            1993                        N/A
     1994                      N/A            1994                        N/A
     1995                    $8.88            1995                        N/A
     1996                    $8.55            1996                      $7.80
     1997                    $8.32            1997                      $8.11

Carroll Tech I                             Vista I
     1993                      N/A            1993                        N/A
     1994                      N/A            1994                        N/A
     1995                      N/A            1995                        N/A
     1996                   $10.35            1996                      $5.16
     1997                   $11.93            1997                     $0.00**

**Bankruptcy


<PAGE>
                 Net Effective Rent                        Net Effective Rent
                          ($/Sq/Yr)                                 ($/Sq/Yr)
Properties           At End of Year        Properties          At End of Year

INDUSTRIAL PROPERTIES (continued):

Vista 2
     1993                      N/A
     1994                      N/A
     1995                      N/A
     1996                    $6.36
     1997                    $6.61

Denver

Bryant Street Annex                        Bryant Street Quad
     1993                      N/A              1993                      N/A
     1994                      N/A              1994                      N/A
     1995                    $4.02              1995                    $3.09
     1996                    $3.93              1996                    $3.39
     1997                    $4.09              1997                    $3.82

Arizona

Westech Business Center                    Phoenix Airport Center #3
     1993                      N/A              1993                      N/A
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                    $8.85              1996                      N/A
     1997                    $9.44              1997                    $6.36

2601 W. Broadway                           Butterfield Business Center
     1993                      N/A              1993                      N/A
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                      N/A              1996                      N/A
     1997                    $7.14              1997                    $7.08


<PAGE>
                 Net Effective Rent                        Net Effective Rent
                          ($/Sq/Yr)                                 ($/Sq/Yr)
Properties           At End of Year        Properties          At End of Year

INDUSTRIAL PROPERTIES (continued):
Greater Portland Area, Oregon 

Twin Oaks Technology Center                Twin Oaks Business Park
     1993                      N/A              1993                      N/A
     1994                      N/A              1994                      N/A
     1995                    $7.27              1995                    $7.75
     1996                    $7.32              1996                    $8.35
     1997                    $7.67              1997                    $8.86

Greater Kansas City Area

Ninety-Ninth Street #1                     Ninety-Ninth Street #2
     1993                      N/A              1993                      N/A
     1994                      N/A              1994                      N/A
     1995                    $7.96              1995                    $7.56
     1996                    $8.32              1996                    $8.62
     1997                    $7.72              1997                    $8.62

Lackman Business Center                    Ninety-Ninth Street #3
     1993                      N/A              1993                    $5.86
     1994                      N/A              1994                    $5.86
     1995                    $8.36              1995                    $5.86
     1996                    $8.59              1996                    $5.30
     1997                    $8.77              1997                    $6.08

85th Street, Lenexa                        Panorama Business Center
     1993                      N/A              1993                      N/A
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                      N/A              1996                    $6.54
     1997                    $3.11              1997                    $6.70

Dallas, Texas

Ferrell
     1993                      N/A
     1994                      N/A
     1995                      N/A
     1996                      N/A
     1997                    $4.55


<PAGE>
                 Net Effective Rent                        Net Effective Rent
                          ($/Sq/Yr)                                 ($/Sq/Yr)
Properties           At End of Year        Properties          At End of Year


SUBURBAN OFFICE PROPERTIES:
Northern California

Village Green                              100 View Street 
     1993                      N/A              1993                      N/A
     1994                   $20.85              1994                      N/A
     1995                   $18.23              1995                      N/A
     1996                   $19.99              1996                   $18.82
     1997                   $23.24              1997                   $20.10

Monterey Commerce Center 1                 Canyon Park
     1993                      N/A              1993                      N/A
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                      N/A              1996                      N/A
     1997                   $20.12              1997                   $15.92

Southern California

Laguna Hills Square                        Scripps Wateridge
     1993                      N/A              1993                      N/A
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                   $25.38              1996                      N/A
     1997                   $23.90              1997                   $11.41

Carroll Tech III
     1993                      N/A
     1994                      N/A
     1995                      N/A
     1996                      N/A
     1997                    $8.52

<PAGE>
                 Net Effective Rent                        Net Effective Rent
                          ($/Sq/Yr)                                 ($/Sq/Yr)
Properties           At End of Year        Properties          At End of Year


SUBURBAN OFFICE PROPERTIES(continued):       
Denver, Colorado                           Reno
 
Oracle Building                            U.S. Bank Centre          
     1993                      N/A              1993                      N/A
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                      N/A              1996                      N/A
     1997                   $23.37              1997                   $18.59

Salt Lake City                             Austin

Woodlands Tower II                         9737 Great Hills Trail
     1993                   $13.02              1993                      N/A
     1994                   $14.47              1994                      N/A
     1995                   $14.25              1995                      N/A
     1996                   $14.58              1996                      N/A
     1997                   $15.86              1997                   $18.00

Greater Kansas City Area

6600 College Boulevard
     1993                      N/A
     1994                      N/A
     1995                   $12.01
     1996                   $11.99
     1997                   $12.28

Greater Seattle Area

Kenyon Center                      
     1993                      N/A
     1994                      N/A
     1995                      N/A
     1996                   $11.61
     1997                   $11.61     

Orillia Office Park
     1993                      N/A
     1994                      N/A
     1995                      N/A
     1996                      N/A
     1997                    $9.35
<PAGE>
              Net Effective Rent                           Net Effective Rent
                       ($/Sq/Yr)                                    ($/Sq/Yr)
Properties        At End of Year           Properties          At End of Year


SUBURBAN OFFICE PROPERTIES(continued):

Arizona

Executive Center at Southbank              Phoenix Airport Center #2
     1993                      N/A              1993                      N/A
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                      N/A              1996                      N/A
     1997                    $9.23              1997                    $7.20

Troika Building                            Phoenix Airport Center #4
     1993                      N/A              1993                      N/A
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                      N/A              1996                      N/A
     1997                    $9.00              1997                    $7.20

Phoenix Airport Center #1                  Phoenix Airport Center #5
     1993                      N/A              1993                      N/A
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                      N/A              1996                      N/A
     1997                   $13.81              1997                    $7.21

<PAGE>
Tax Information

The following table sets forth tax information of the Company's real
estate investments at December 31, 1997, as follows:  (i) Federal tax
basis, (ii) annual rate of depreciation, (iii) method of depreciation,
and (iv) life claimed, with respect to each property or component
thereof for purposes of depreciation (in thousands): 
<TABLE>
<S>                                                       <C>          <C>              <C>            <C>
                                                            Federal     Annual Rate of   Depreciation      Life 
Depreciable assets                                         Tax Basis     Depreciation       Method      In Years

INDUSTRIAL PROPERTIES

Northern California                                          3,789            3.18%      Straight Line     31.5
                                                            91,871            2.56%      Straight Line     39.0
                                                            95,660

Southern California                                         31,067            2.56%      Straight Line     39.0

Denver, Colorado                                             3,256            2.56%      Straight Line     39.0

Greater Phoenix Area, Arizona                               13,688            2.56%      Straight Line     39.0

Tucson, Arizona                                              4,231            2.56%      Straight Line     39.0

Greater Portland Area                                        8,404            2.56%      Straight Line     39.0

Greater Kansas City Area                                     2,132            3.18%      Straight Line     31.5
                                                            13,888            2.56%      Straight Line     39.0
                                                            16,020

Dallas, Texas                                                1,639            2.56%      Straight Line     39.0
                 
Total depreciable assets for industrial properties         173,965

SUBURBAN OFFICE PROPERTIES

Northern California                                         13,138            2.56%      Straight Line     39.0

Southern California                                         18,075            2.56%      Straight Line     39.0

Salt Lake City                                               6,472            2.56%      Straight Line     39.0

Greater Kansas City Area                                     4,046            2.56%      Straight Line     39.0

Greater Seattle Area                                        30,225            2.56%      Straight Line     39.0

Reno, Nevada                                                10,438            2.56%      Straight Line     39.0

Austin, Texas                                                7,075            2.56%      Straight Line     39.0

Phoenix, Arizona                                            17,645            2.56%      Straight Line     39.0
          
Tucson, Arizona                                              2,666            2.56%      Straight Line     39.0

Denver, Colorado                                            13,248            2.56%      Straight Line     39.0
                               
Total depreciable assets for suburban office properties    123,028
                  
                                                           296,993
</TABLE>

For additional information on the Company's real estate portfolio, see
Note 2 to the Consolidated Financial Statements. 

ITEM 3.  LEGAL PROCEEDINGS
 
Not applicable.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 
 
Not Applicable.

<PAGE>
PART II
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER 
MATTERS 
 
The Common Stock of the Company trades on the New York Exchange and
the Pacific Exchange under the symbol "BED."  As of December 31, 1997
the Company had 518 stockholders of record.  A significant number of
these stockholders are also nominees holding stock in street name for
individuals.  The following table shows the high and low sale prices
per share reported on the New York Stock Exchange and the dividends
declared per share by the Company on the Common Stock for each
quarterly period during 1996 and 1997.  All of the following
quotations have been adjusted to reflect the one-for-two reverse stock
split of the Common Stock effected on March 29, 1996.

                                                                  Dividend
                                 High             Low            Per Share

1996 
   First Quarter               $15 1/4         $14                  $.24
   Second Quarter              $16             $12 3/8              $.24
   Third Quarter               $14 5/8         $12 3/4              $.26
   Fourth Quarter              $17 1/2         $14 1/8              $.26

1997
   First Quarter               $21 1/4         $16 5/8              $.26
   Second Quarter              $20 1/8         $17                  $.27
   Third Quarter               $22             $19                  $.30
   Fourth Quarter              $22 7/8         $19 3/16             $.30

Credit Facility

Effective January 13, 1997, the Company's existing credit facility
(the "Credit Facility") was amended to lower the interest rate from
LIBOR plus 2.00% to LIBOR plus 1.75%.  On June 13, 1997, the Company
further reduced this interest rate to LIBOR plus 1.50% and increased
the size of the Credit Facility to $150 million.  On September 24,
1997 the Company again increased the size of the Credit Facility from
$150 million to $175 million.  The credit facility contains various
restrictive covenants including, among other things, a covenant
limiting quarterly dividends to 95% of average Funds From Operations
for the immediately preceding two fiscal quarters.  The Company is
currently under negotiations to restructure its Credit Facility as an
unsecured line and to further lower the interest rate thereunder.  No
assurance can be given that the Credit Facility will be restructured
or that the interest rate will be further reduced.

<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA 
 
Following is a table of selected financial data of the Company for the
last five years (which should be read in conjunction with the
discussion under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Consolidated Financial
Statements and Notes thereto contained herein): 
<TABLE>

                                
        (in thousands of dollars, except per share data) 
<S>                               <C>          <C>            <C>            <C>            <C>
                                     1997          1996            1995           1994          1993


Operating Data:                                          
   Rental income                   $ 46,377     $ 27,541       $ 11,695       $  9,154       $   7,207 
   Net income                        31,291       11,021          2,895          3,609           3,147 
   Net income applicable
       to common stockholders        27,791        6,516          1,607          3,609           3,147 

   Net income
       per common share -
       assuming dilution           $   1.94     $   1.14       $   0.52       $   1.17       $    1.04 

Balance Sheet Data:                                           
   Real estate investments         $423,086     $224,501       $128,964       $ 55,053    $  35,962 
   Bank loan payable                  8,216       46,097         43,250         22,400        3,621 
   Mortgage loans payable            60,323       51,850           -              -            -  
   Redeemable preferred shares         -          50,000         50,000           -            -  
   Common and other
       stockholders' equity         346,426       73,756         32,435         36,932       35,441 

Other Data:                                         
   Net cash provided by 
       operating activities        $ 25,041     $ 14,378       $  4,898       $  2,716    $   1,220 
   Net cash (used) provided
         by investing activities   (180,358)     (96,964)       (73,259)       (19,720)      10,085 
   Net cash provided (used)
         by financing activities    155,350       82,887         64,655         16,807       (6,550)
 
   Funds From Operations(1)          25,582       13,645          5,021          3,622        1,964       
   Dividends declared per share    $   1.13     $   1.00       $   0.82       $   0.71    $    0.36 
</TABLE>


   (1) Management considers Funds From Operations to be one measure of
the performance of an equity REIT.  Funds From Operations is used by
financial analysts in evaluating REITs and can be one measure of a
REIT's ability to make cash distributions.  Presentation of this
information provides the reader with an additional measure to compare
the performance of REITs.  Funds From Operations generally is defined
by NAREIT as net income (loss) (computed in accordance with generally
accepted accounting principles), excluding gains (losses) from debt
restructurings and sales of property, plus depreciation and
amortization, and after adjustments for unconsolidated partnerships
and joint ventures.  Funds From Operations was computed by the Company
in accordance with this definition.  Funds From Operations does not
represent cash generated by operating activities in accordance with
generally accepted accounting principles; it is not necessarily
indicative of cash available to fund cash needs and should not be
considered as an alternative to net income (loss) as an indicator of
the Company's operating performance or as an alternative to cash flow
as a measure of liquidity.  Further, Funds from Operations as
disclosed by other Reit's may not be comparable to the Company's
calculation of Funds from Operations. 

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

The following should be read in conjunction with the Selected Financial
Data and the Consolidated Financial Statements and Notes thereto, all of
which are included herein. 

When used in this annual report, the words "believes," "anticipates" and
similar expressions are intended to identify forward-looking statements. 
Such statements are subject to certain risks and uncertainties which
could cause actual results to differ materially from those projected,
including, but not limited to, those set forth in the section entitled
"Potential Factors Affecting Future Operating Results" below.  Readers
are cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date hereof.  The Company
undertakes no obligation to publicly release the result of any revisions
to these forward-looking statements which may be made to reflect events
or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
  
Results of Operations

The Company's operations consist of owning and operating industrial and
suburban office properties located primarily in the Western United
States.

Increases in revenues, expenses, net income and cash flows in the years
compared below were due primarily to the acquisition, development and
sale of operating property as follows:
<TABLE>
<S>               <C>           <C>         <C>           <C>        <C>          <C>
                        1997                      1996                     1995
                   Number of     Square      Number of     Square     Number of    Square
                   Properties     Feet       Properties     Feet      Properties    Feet 
Acquisitions
     Industrial        13        1,091,000       13        1,251,000      18       1,384,000 
     Office            13        1,199,000        3          189,000       1          79,000 
     Retail             -             -           -             -          1          84,000 

                       26        2,290,000       16        1,440,000      20       1,547,000 
Development
     Industrial         4          365,000        1           45,000       -            -  
   
Sales
     Industrial         -             -           2          186,000       1          38,000 
     Office             2          213,000        -             -          1          88,000 
     Retail             1           84,000        -             -          -            -    
                    
                        3          297,000        2          186,000       2         126,000 
</TABLE>

Comparison of 1997 to 1996

Income from Property Operations
Income from property operations (defined as rental income less rental
expenses) increased $13,268,000 or 80% in 1997 compared with 1996.  This
is due to an increase in rental income of $18,836,000 offset by an
increase in rental expenses (which include operating expenses, real
estate taxes and depreciation and amortization) of $5,568,000.

The increase in rental income and expenses is primarily attributable to
the acquisition of real estate investments during 1997 and 1996.  This
acquisition activity increased rental income and rental expenses by
$21,545,000 and $7,055,000, respectively.  This was partially offset by 
the sales of two office properties and one retail property in 1997 and 
two industrial properties in 1996, which generated a reduction in rental 
income and rental expenses of $3,256,000 and $1,779,000, respectively.

Expenses
Interest expense, which includes amortization of loan fees, increased
$3,571,000 or 82.1% in 1997 compared with 1996.  The increase is
attributable to the Company's higher level of borrowings to finance the
acquisition of properties in 1997, and higher financing costs incurred
in connection with its credit facility and mortgage loans.  The
amortization of loan fees was $816,000 and $650,000 for 1997 and 1996,
respectively.  General and administrative expenses increased $585,000 or
33.4% in 1997 compared with 1996, a result of managing a larger real
estate portfolio.

Gain on Sale
In July 1997, the Company sold two of its Southern California office
properties for a sale price of approximately $25,800,000, which resulted
in a gain of $10,785,000.  In October 1997, the Company sold Academy
Place Shopping Center in Colorado Springs, Colorado for a sale price of
approximately $7,500,000, which resulted in a gain of approximately
$748,000.  Net operating loss carryforward was utilized to offset
substantially all of the 1997 taxable income remaining after the
deduction of dividends paid in 1997.  Retention and reinvestment of gains
on property sales generated alternative minimum tax expense of
approximately $250,000 which is included in 1997 general and
administrative expense.  

In April 1996, the Company sold 3.6 acres of land adjacent to its
suburban office property in Utah for $1,000,000, receiving $950,000 in
cash and a $50,000 note.  The 10% interest bearing note was paid in April
1997.  The sale resulted in a gain of $359,000.  In December 1996, the
Company sold two industrial properties in St. Paul, Minnesota for a cash
price of $6,705,000.  The sale resulted in a gain of $47,000.

Dividends
1997 quarterly dividend declared for each share of common stock was $0.26
for the first quarter, $0.27 for the second quarter, and $0.30 for the
third and fourth quarters.  Consistent with the Company's policy,
dividends are paid in the quarter after declared.  In addition, the
Company declared a quarterly dividend of $1,125,000 in each of the first
two quarters of 1997 and $1,250,000 for the third quarter of 1997 on the
Series A Convertible Preferred Stock.  The preferred shares were
converted into 4,166,667 shares of common stock on October 15, 1997.  

Comparison of 1996 to 1995

Income from Property Operations
Income from property operations increased $10,202,000 or 160% in 1996
compared with 1995.  This is due to an increase in rental income of
$15,846,000 offset by an increase in rental expenses of $5,644,000.

The increase in rental income and expenses is primarily attributable to
the acquisition and development of real estate investments.  This
acquisition and development activity increased rental income and rental
expenses by $16,684,000 and $5,445,000, respectively.  This was partially
offset by the sale of an office property and an industrial property in
1995 which generated a reduction in rental income and rental expenses of
$1,078,000 and $687,000, respectively.

Expenses
Interest expense, which includes amortization of loan fees, increased
$2,753,000 or 173% in 1996 compared with 1995.  The increase is
attributable to the Company's higher level of borrowings to finance the
acquisition of properties in 1996, and higher financing costs incurred
in connection with its credit facility and mortgage loans.  The
amortization of loan fees was $650,000 and $277,000 for 1996 and 1995,
respectively.  General and administrative expenses increased $295,000 or
20% in 1996 compared with 1995, a result of managing a larger real estate
portfolio.

Gain on Sale
In April 1996, the Company sold 3.6 acres of land adjacent to its
suburban office property in Salt Lake City, Utah for $1,000,000,
receiving $950,000 in cash and a $50,000 note due in April 1997, with 10%
interest payable monthly.  The sale resulted in a gain of $359,000.  In
December 1996, the Company sold two industrial properties in St. Paul,
Minnesota for a cash sale price of $6,705,000.  The sale resulted in a
gain of $47,000.

In 1995, the Company sold an office property located in Mississippi and
an industrial property located in Kansas for $8,000,000 cash.  The sales
resulted in a loss of $642,000.

Dividends
Quarterly dividends declared for the first and second quarters of 1996
were $0.24 per share of common stock, and $0.26 per share of common stock
for the third and fourth quarters of 1996.  Consistent with the Company's
policy, dividends are paid in the quarter after declared.  In addition,
the Company declared a quarterly dividend of $1,125,000 on the Series A
Convertible Preferred Stock in each of the four quarters of 1996.   The
preferred stock dividends are due and payable 45 days after the quarter
end.  

Financial Condition 
 
Total assets of the Company at December 31, 1997 increased by
$202,079,000 compared with December 31, 1996, primarily as a result of
an increase in real estate investments (net of depreciation) of
$198,585,000.  Total liabilities at December 31, 1997 decreased by
$20,379,000 compared with December 31, 1996, primarily as a result of the
paydown of the Company's credit facility. 

Liquidity and Capital Resources 
 
During the year ended December 31, 1997, the Company's operating
activities provided net cash flow of $25,041,000.  Investing activities
provided cash flow of $31,909,000 from the sale of properties and
utilized $212,267,000 to acquire and improve real estate investments. 
Financing activities provided net cash flow of $155,350,000 consisting
of the proceeds from bank borrowings of $167,559,000 and net proceeds
from the sale of common stock of $210,953,000, offset by repayment of
bank borrowings and mortgage loans of $207,245,000, payment of dividends
of $15,660,000, and redemption of partnership units of $257,000.

The Company's mortgage loans, obtained in 1997 and 1996, totaled
$60,323,000 at December 31, 1997.  They are secured by 17 properties
(which Properties collectively accounted for approximately 26% of the
Company's Annualized Base Rent and 20% of the Company's total assets as
of December 31, 1997).  The loans bear interest at rates ranging from
7.02% to 8.9% per annum and have terms ranging from two to nine years. 
Interest is due and payable monthly.  In February 1998, the Company
secured a mortgage loan of $20,900,000 which bears interest at 6.9% and
has an eight year term.  The proceeds of the mortgage loans were used to
pay down a portion of the outstanding borrowings under the credit
facility.

The Company completed the sale of 3,350,000 shares of common stock at $13
per share in April 1996.  In February   1997, the Company completed the
sale of 4,600,000 shares of the common stock at $17 3/8 per share and in
November 1997 sold an additional 7,245,000 shares of common stock at $19
5/8 per share.  Net cash proceeds from each of these offerings was used
to pay off the outstanding borrowings under the Company's credit
facility.   The facility was amended and expanded to $150 million in June
1997, and was further expanded to $175 million in September 1997.  Under
this facility, the Company can borrow up to $25 million on an unsecured
basis.  The secured loans bear interest at a rate of LIBOR plus 1.50% and
the unsecured loans bear interest at LIBOR plus 1.75%.  The credit
facility contains various restrictive covenants including, among other
things, a covenant limiting quarterly dividends to 95% of average Funds
From Operations for the immediately preceding two fiscal quarters.  At
December 31, 1997 the Company was in compliance with the covenants and
requirements of the credit facility. 

The Company anticipates that the cash flow generated by its real estate
investments will be sufficient to meet its short-term liquidity
requirements.  The Company expects to fund the cost of acquisitions,
capital expenditures, costs associated with lease renewals and reletting
of space, repayment of indebtedness, and development of properties from
(i) cash flow from operations, (ii) borrowings under the credit facility
and, if available, other indebtedness (which may include indebtedness
assumed in acquisitions),  (iii) the sale of real estate investments, and
(iv) the sale of equity securities and, possibly, the issuance of equity
securities in connection with acquisitions. 
 
The ability to obtain mortgage loans on income-producing properties is
dependent upon the ability to attract and retain tenants and the
economics of the various markets in which the properties are located, as
well as the willingness of mortgage-lending institutions to make loans
secured by real property.  The ability to sell real estate investments
is partially dependent upon the ability of purchasers to obtain financing
at commercially reasonable rates. 
 
Potential Factors Affecting Future Operating Results 

At the present time, borrowings under the Company's credit facility bear
interest at a floating rate.  Results from operations in 1998 may be
negatively impacted if interest rates increase in the future.   

While the Company has historically been successful in renewing and
reletting space, the Company will be subject to the risk that certain
leases expiring in 1998 may not be renewed or the terms of renewal may
be less favorable than current lease terms.  However, the Company expects
to release the vacant spaces without any material adverse impact on 1998
operations.  In addition, the Company expects to incur costs in making
improvements or repairs to its portfolio of properties required by new
or renewing tenants and expenses associated with brokerage commissions
payable  in connection with the reletting of space.   

Many other factors affect the Company's actual financial performance and
may cause the Company's future results to be markedly outside of the
Company's current expectations.

Government Regulations

The Properties are subject to various federal, state and local regulatory
requirements such as local building codes and other similar regulations. 
The Company believes that the Properties are currently in substantial
compliance with all applicable regulatory requirements, although
expenditures at Properties may be required to comply with changes in
these laws.  No material expenditures are contemplated at this time in
order to comply with any such laws or regulations. 
 
Under various federal, state and local laws, ordinances and regulations,
an owner or operator of real estate is liable for the costs of removal
or remediation of certain hazardous or toxic substances released on,
above, under, or in such property.  Such laws often impose such liability
without regard to whether the owner knew of, or was responsible for, the
presence of such hazardous or toxic substances.  The costs of such
removal or remediation could be substantial. 

Additionally, the presence of such substances or the failure to properly
remediate such substances may adversely affect the owner's ability to
borrow using such real estate as collateral.  
 
The Company believes that it is in compliance in all material respects
with all federal, state and local laws regarding hazardous or toxic
substances, and the Company has not been notified by any governmental
authority of any non-compliance or other claim in connection with any of
its present or former properties.  The Company does not anticipate that
compliance with federal, state and local environmental protection
regulations will have any material adverse impact on the financial
position, results of operations or liquidity of the Company. 

Accounting Developments

In June 1997, the FASB issued Financial Accounting Standard No. 130 (SFAS
130), Reporting Comprehensive Income.  SFAS 130 is effective with the
year-end 1998 financial statements; however, the total comprehensive
income is required in the financial statements for interim periods
beginning in 1998.  In June 1997, the FASB issued Financial Accounting
Standard No. 131, Disclosure About Segments of An Enterprise and Related
Information.  SFAS 131 is effective with the year-end 1998 financial
statements.  Management believes that the adoption of these statements
will not have a material impact on the Company's financial statements.

General Litigation

The Company is involved in various legal matters in the ordinary course
of business.  In the opinion of management, none of these matters could
have a material impact on the Company's financial statements.

Inflation 
 
Most of the Company's leases require 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 resulting from inflation.  Inflation,
however, could result in increases in the Company's borrowing costs.  

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements and Schedule Covered by Reports of
Independent Public Accountants

Report of Independent Public Accountants                            48       
Consolidated Balance Sheets as of December 31, 1997 and 1996        49
For the Years Ended December 31, 1997, 1996 and 1995:       
- Consolidated Statements of Income                                 50
- Consolidated Statements of Stockholders' Equity                   51
- Consolidated Statements of Cash Flows                             52
Notes to Consolidated Financial Statements                          53
Financial Statement Schedule:
- Schedule III - Real Estate and Accumulated Depreciation           64

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

None.

PART III

The information required by Items 10 through 13 of Part III is
incorporated by reference from the Registrant's Proxy Statement which
will be mailed to stockholders in connection with the Registrant's annual
meeting of stockholders scheduled to be held on May 13, 1998.

PART IV

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

(a)     1.   Financial Statements

        Report of independent public accountants.

        The following consolidated financial statements of the
        Company and its subsidiaries are included in Item 8 of this
        report:

        Consolidated Balance Sheets as of December 31, 1997 and 1996.

        Consolidated Statements of Income for the years ended December
        31, 1997, 1996 and 1995.

        Consolidated Statements of Stockholders' Equity for the years
        ended December 31, 1997, 1996 and 1995.

        Consolidated Statements of Cash Flows for the years ended
        December 31, 1997, 1996 and 1995.

        Notes to Consolidated Financial Statements.

   2.   Financial Statement Schedules

        Schedule III - Real Estate and Accumulated Depreciation

        All other schedules have been omitted as they are not
        applicable, or not required or because the information is
        given in the Consolidated Financial Statements or related
        Notes to Consolidated Financial Statements.

   3.   Exhibits

   Exhibit No.List of Exhibits

   3.1  Charter of the Company, as amended, is incorporated
        herein by reference to Exhibit 4.1 to the Company's
        Registration Statement on Form S-2, Registration No. 333-
        921.

   3.2  Amended and Restated Bylaws of the Company are
        incorporated herein by reference to Exhibit 3.2 to the
        Company's Quarterly Report on Form 10-Q for the quarter
        ended September 30, 1995.

   10.1 The Company's Automatic Dividend Reinvestment and Share
        Purchase Plan, as adopted by the Company, is incorporated
        herein by reference to Exhibit 4.1 to Amendment No. 2 to
        Registration Statement No. 2-94354 of ICM Property
        Investors Incorporated.

   10.4 Second Amended and Restated Credit Agreement dated as of
        June 26, 1996, by and between the Company, as Borrower,
        Bank of America National Trust and Savings Association
        and the several financial institutions (the "Banks") is
        incorporated herein by reference to Exhibit 10.4 to the
        Company's Quarterly Report on Form 10-Q for the quarter
        ended June 30, 1997.

   10.5 Sale and Option Agreement dated as of August 26, 1995, by
        and between Kemper Investors Life Insurance Company, on
        behalf of itself and Participants (as defined therein),
        as Lender, the Company, as Purchaser, and Tustin
        Properties, as Owner, for 3002 Dow Business Center is
        incorporated herein by reference to Exhibit 10.19 to the
        Company's Quarterly Report on Form 10-Q for the quarter
        ended September 30, 1995.

   10.6 BPIA Agreement dated as of January 1, 1995, by and
        between Westminster Holdings, Inc., a California
        corporation and the Company is incorporated herein by
        reference to Exhibit 10.14 to the Company's Quarterly
        Report on Form 10-Q for the quarter ended September 30,
        1995.

   10.7 Employment Agreement made as of February 17, 1993, by and
        between ICM Property Investors Incorporated and Peter B.
        Bedford is incorporated by reference to Exhibit 10.14 to
        the Company's Annual Report on Form 10-K for the fiscal
        year ended December 31, 1994, as amended by Form 10-K/A
        filed on May 1, 1995, and Form 10-K/A-2 filed on August
        8, 1995.

   10.8 Amendment No. 1 to Employment Agreement dated as of
        September 18, 1995, by and between Peter B. Bedford and
        the Company is incorporated herein by reference to
        Exhibit 10.10 to the Company's Quarterly Report on Form
        10-Q for the quarter ended September 30, 1995.

   10.12     Purchase and Sale Agreement dated as of October 19, 1995,
             between Landsing Pacific Fund, Inc., a Maryland
             corporation as Seller, and the Company, the Buyer, as
             amended, is incorporated herein by reference to Exhibit
             2.1 to the Company's Current Report on Form 8-K filed on
             December 27, 1995.

   10.13     Amended and Restated Promissory Note date May 24, 1996
             executed by the Company and payable to the order of
             Prudential Insurance Company of America is incorporated
             herein by reference to Exhibit 10.13 to the Company's
             Quarterly Report on Form 10-Q for the quarter ended
             September 30, 1996.

   10.14     Loan Agreement dated as of December 24, 1996 between
             Bedford Property Investors, Inc. as Borrower and Union
             Bank of California, N.A. as Lender is incorporated herein
             by reference to Exhibit 10.14 to the Company's Form 10-K
             for the year ended December 31, 1996.

   10.15*    Loan Agreement dated as of January 30, 1998 between
             Bedford Property Investors, Inc. as Borrower and
             Prudential Insurance Company of America as Lender.

   10.16*    The Company's Amended and Restated Employee Stock Plan.

   10.17*    Form of Employee Stock Plan Option Agreement between the
             Company and the Named Executive Officers under the
             Company's Amended and Restated Employee Stock Plan.

   10.18*    The Company's Amended and Restated 1992 Directors' Stock
             Option Plan.

   10.19*    Form of Retention Agreement.

   10.20*    Employment Agreement made as of August 4, 1997, by and
             between Bedford Property Investors Incorporated and Scott
             R. Whitney.

   10.21*    Employment Agreement made as of November 18, 1997, by and
             between Bedford Property Investors Incorporated and
             Dennis Klimmek.

   12*  Ratio of Earnings to Fixed Charges.

   21.1*     Subsidiaries of the Company.

   23.1*     Consent of KPMG Peat Marwick LLP, independent auditors.

   27*  Financial Data Schedule

   * Filed herewith
<PAGE>
   B.   Reports on Form 8-K

        During the quarter ended December 31, 1997 the Company
        filed on October 31, 1997, a report on Form 8-K dated
        September 16, 1997, reporting items 5 and 7 and
        announcing the acquisitions of the Mondavi Building, 2230
        Oak Ridge Way and Oracle Center.

        The following financial statements were filed: (i)
        Historical Summary of Gross Income and Direct Operating
        Expenses for Oracle Center for the four months ended
        December 31, 1996 and (ii) pro forma financial statements
        showing the effect resulting from all the Company's
        acquisitions through October 16, 1997.

<PAGE>
           Report of Independent Public Accountants 
                                 
 
To the Stockholders and the Board of Directors of 
Bedford Property Investors, Inc.: 
 
We have audited the consolidated financial statements of Bedford Property
Investors, Inc. and subsidiaries as listed in the accompanying index. 
In connection with our audits of the consolidated financial statements,
we also have audited the financial statement schedule as listed in the
accompanying index.  These consolidated financial statements and
financial statement schedule are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
consolidated financial statements and financial statement schedule based
on our audits. 
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion. 
 
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Bedford Property Investors, Inc. and subsidiaries as of December 31, 1997
and 1996, and the results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 1997, in
conformity with generally accepted accounting principles.  Also in our
opinion, the related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth
therein.  
 
 
 
                            KPMG Peat Marwick LLP

San Francisco, California                  
February 2, 1998 
<PAGE>
               BEDFORD PROPERTY INVESTORS, INC. 
                  CONSOLIDATED BALANCE SHEETS 
               AS OF DECEMBER 31, 1997 AND 1996 
      (in thousands, except share and per share amounts) 
 
                                                  1997                  1996 
Assets: 

Real estate investments: 
  Industrial buildings                         $237,184               $164,674 
  Office buildings                              170,948                 53,071 
  Retail buildings                                 -                     6,281 
  Properties under development                   18,227                  5,388
  Land held for development                       5,712                   -

                                                432,071                229,414 
   
  Less accumulated depreciation                   8,985                  4,913 

                                                423,086                224,501 
Cash                                              1,361                  1,328 
Other assets                                      9,456                  5,995 


                                               $433,903               $231,824 


Liabilities and Stockholders' Equity:

Bank loan payable                                 8,216                 46,097 
Mortgage loans payable                           60,323                 51,850 
Accounts payable and accrued expenses             6,026                  2,214 
Dividend and distribution payable                 6,804                  2,827 
Other liabilities                                 4,611                  3,371 

    Total liabilities                            85,980                106,359 

Redeemable preferred stock:
  Series A convertible preferred stock, 
    par value $0.01 per share; authorized 
    10,000,000 shares, issued and outstanding 
    none in 1997 and 8,333,334 shares in 1996; 
    aggregate redemption amount $50,000; 
    aggregate liquidation preference $52,500       -                    50,000 
   
Minority interest in consolidated partnership     1,497                  1,709 

Stockholders' equity:
 Common stock, par value $0.02 per share;
   authorized 50,000,000 shares in 1997 
   and 15,000,000 shares in 1996; issued and 
   outstanding 22,583,867 shares in 1997 
   and 6,526,325 shares in 1996                     452                    131 
 Additional paid-in capital                     408,209                147,622 
 Accumulated losses and distributions in
  excess of net income                          (62,235)               (73,997)
      Total stockholders' equity                346,426                 73,756 

                                               $433,903               $231,824 

See accompanying notes to consolidated financial statements.



                                
               BEDFORD PROPERTY INVESTORS, INC. 
               CONSOLIDATED STATEMENTS OF INCOME
     FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 and 1995 
      (in thousands, except share and per share amounts) 

 
                                           1997          1996         1995


Property operations:                                        
    Rental income                        $46,377       $27,541      $11,695 
    Rental expenses:
       Operating expenses                  6,852         5,352        2,744 
       Real estate taxes                   3,977         2,595        1,105 
       Depreciation and amortization       5,716         3,030        1,484 


Income from property operations           29,832        16,564        6,362 
  
General and administrative expenses       (2,337)       (1,752)      (1,457)
Interest income                              289           150          226 
Interest expense                          (7,918)       (4,347)      (1,594)

Income before gain (loss) on sales 
   of real estate investments and 
   minority interest                      19,866        10,615        3,537 

Gain (loss) on sales of real estate 
   investments                            11,533           406         (642)

Minority interest                           (108)         -            - 
                                           


Net income                               $31,291       $11,021     $  2,895 


Net income applicable to common
     stockholders                        $27,791       $ 6,516     $  1,607 

Basic earnings per share                 $  2.21       $  1.21     $   0.53

Weighted average number of shares     12,566,065     5,405,727    3,005,950 

Earnings per share - 
    assuming dilution                    $  1.94       $  1.14     $   0.52 

Weighted average number of shares -
     assuming dilution                16,166,454     9,702,552    3,089,549 


See accompanying notes to consolidated financial statements. 
 



   








                                
               BEDFORD PROPERTY INVESTORS, INC. 
        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 
     FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 
      (in thousands, except share and per share amounts) 
<TABLE>
<S>                                 <C>        <C>            <C>               <C>
                                                                                        Total
                                                                 Accumulated           common
                                                                  losses and        stock and
                                                Additional     distributions     other stock-
                                     Common        paid-in      in excess of         holders'
                                      stock        capital        net income           equity

Balance, December 31, 1994            $  60       $107,151         $(70,279)         $ 36,932 

Issuance of common stock                  1             63             -                   64 

Costs of issuance of preferred stock      -           -              (3,631)           (3,631)

Redemption of rights                      -           -                 (60)              (60)

Net income                                -           -               2,895             2,895 

Dividends to common stockholders
  ($0.82 per share)                       -           -              (2,477)           (2,477)

Dividends to preferred stockholders       -           -              (1,288)           (1,288)


Balance, December 31, 1995            $  61       $107,214         $(74,840)         $ 32,435 

Issuance of common stock                 70         43,778             -               43,848 

Costs of issuance of preferred stock      -           -                  (2)               (2)

Costs of issuance of common stock         -         (3,370)            -               (3,370)

Net income                                -           -              11,021            11,021 

Dividends to common stockholders
  ($1.00 per share)                       -           -              (5,671)           (5,671)

Distributions to limited partnership 
  unit holders                            -           -                  (5)               (5)

Dividends to preferred stockholders       -           -              (4,500)           (4,500)

Balance, December 31, 1996            $ 131       $147,622         $(73,997)         $ 73,756 

Issuance of common stock                321        265,622             -              265,943 

Costs of issuance of common stock         -         (4,990)            -               (4,990)

Redemption of partnership units           -            (45)            -                  (45)

Net income                                -           -              31,291            31,291 

Dividends to common stockholders
 ($1.13 per share)                        -           -             (16,029)          (16,029)

Dividends to preferred stockholders       -           -              (3,500)           (3,500)


Balance, December 31, 1997            $ 452       $408,209         $(62,235)         $346,426 
</TABLE>
 
See accompanying notes to consolidated financial statements. 
<PAGE>
                BEDFORD PROPERTY INVESTORS, INC.
             CONSOLIDATED STATEMENTS OF CASH FLOWS 
     FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 
                        (in thousands) 
<TABLE>
<S>                                             <C>             <C>            <C> 
                                                   1997            1996           1995


Operating Activities: 
   Net income                                    $31,291         $11,021        $2,895 
   Adjustments to reconcile net 
     income to net cash provided
     by operating activities: 
       Minority interest                             108            -             -       
       Depreciation and amortization               6,697           3,757         1,806 
       Loss (gain) on sale of 
         real estate investments                 (11,533)           (406)          642 
       Increase in other assets                   (4,655)         (2,118)       (1,679)
       Increase in accounts payable 
         and accrued expenses                      1,282             763           601 
       Increase in other liabilities               1,851           1,361           633 


Net cash provided by operating activities         25,041          14,378         4,898 


Investing Activities: 
   Investments in real estate                   (212,267)       (104,483)      (81,173)
   Proceeds from sales of real 
      estate investments                          31,909           7,519         7,914  


Net cash used by investing activities           (180,358)        (96,964)      (73,259)


Financing Activities: 
  Proceeds from bank loan payable                167,559         101,189        47,100 
  Repayment of bank loan payable                (206,804)        (99,048)      (26,250)
  Proceeds from mortgage loans payable              -             49,384          -       
  Repayment of mortgage loans payable               (441)           -             -       
  Issuance of common stock                       210,953          40,476            64 
  Net proceeds from sale of preferred stock         -               -           46,369 
  Redemption of rights                              -               -              (60)
  Redemption of partnership units                   (257)           -             -       
  Payment of dividends                           (15,660)         (9,114)       (2,568)


Net cash provided by financing activities        155,350          82,887        64,655 


Net increase (decrease) in cash                       33             301        (3,706)
Cash at beginning of year                          1,328           1,027         4,733 


Cash at end of year                            $   1,361        $  1,328       $ 1,027 


Supplemental disclosure of cash flow 
  information 
a)   Non-cash investing and financing 
     activities:   
       Debt incurred with real 
        estate acquired                        $   8,914        $  2,283       $ 3,000 
       Issuance of limited partnership 
        units for real estate acquired              -              1,709          -      
       Note receivable from sale of 
        real estate investment                      -                 50          -      
b)   Cash paid during the year for 
     interest, net of amounts capitalized      $   7,291        $  3,380       $ 1,283 
c)   Conversion of Preferred Stock 
        (see footnote 9)                       $  50,000            -             -      
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>
               BEDFORD PROPERTY INVESTORS, INC. 
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 



Note 1 - Organization and Summary of Significant Accounting Policies
and Practices
 
The Company 
Bedford Property Investors Inc. (the Company) is a Maryland real
estate investment trust with investments primarily in industrial and
suburban office properties concentrated in the Western United States. 
The Company's Common Stock trades under the symbol "BED" on both the
New York Exchange and Pacific Exchange.  

Principles of Consolidation 
The consolidated financial statements include the accounts of the
Company, its wholly-owned subsidiaries and its general partnership
interest in Bedford Realty Partners, L.P.  All significant
inter-entity balances have been eliminated in consolidation. 

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

Federal Income Taxes 
The Company has elected to be taxed as a real estate investment trust
under Sections 856 to 860 of the Internal Revenue Code of 1986, as
amended ("the Code").  A real estate investment trust is generally not
subject to Federal income tax on that portion of its real estate
investment trust taxable income ("Taxable Income") which is
distributed to its stockholders, provided that at least 95% of Taxable
Income is distributed and other requirements are met.  The Company
believes it is in compliance with the Code. 
 
Taxable income differs from net income for financial reporting
purposes primarily because of the different methods of accounting for
depreciation.  As of December 31, 1997, for Federal income tax
purposes, the Company had  an ordinary loss carry forward of
approximately $32 million.  As the Company does not expect to incur
income tax liabilities, the asset value of these losses has been
effectively fully reserved.  Dividend distributions made for 1997 were
classified 88% as ordinary income and 12% as capital gain for Federal
income tax purposes. 
 
Real Estate Investments 
Buildings and improvements are carried at cost less accumulated
depreciation.  Buildings are depreciated on a straight-line basis over
45 years.  Upon the acquisition of an investment by the Company,
acquisition related costs are added to the carrying cost of that
investment.  These costs are being depreciated over the useful lives
of the buildings.  Leasing commissions and improvements to tenants'
space incurred subsequent to the acquisition are amortized over the
terms of the respective leases.  Expenditures for repairs and
maintenance, which do not add to the value or prolong the useful life
of a property, are expensed as incurred.  When the Company concludes
that the recovery of the carrying amount of a real estate investment
is impaired, it reduces such carrying amount to the estimated fair
value of the investment.  Investments which have been classified as
held for sale are carried at the lower of the carrying amount or fair
value less costs to sell.

Income Recognition 
Rental income from operating leases is recognized in income on a
straight-line basis over the period of the related lease agreement. 
The aggregate rental income exceeded contractual rentals by
$1,644,000, $573,000 and $377,000 for 1997, 1996 and 1995,
respectively.
 
<PAGE>
Per Share Data 
Per share data are based on the weighted average number of common and
common equivalent shares outstanding during the year.  Per share data
reflects the retroactive application of the one-for-two reverse stock
split which took place on March 29, 1996.  Stock options issued under
the Company's stock option plans are included in the calculation of
per share data  if, upon exercise, they would have a dilutive effect. 
The diluted earnings per share calculation assumes conversion of the
Series A Convertible Preferred Stock of the Company and the limited
partnership units of Bedford Realty Partners, L.P., if such
conversions would have dilutive effects, as of the beginning of the
year.  Dividends accrued on the Series A Convertible Preferred Stock
and distributions accrued on the limited partnership units are
deducted from net income for purposes of determining net income
applicable to common stockholders.

Effective December 15, 1997, the Company adopted Statement of
Financial Accounting Standard No. 128, Earnings per share (FAS 128). 
Earnings per share data for previous periods have been restated to
conform to FAS 128.
 
<PAGE>
Note 2 - Real Estate Investments 
 
The following table sets forth the Company's real estate investments
as of December 31, 1997 (in thousands): 
<TABLE>
<S>                        <C>         <C>               <C>           <C>
                                                                  Less 
                                                           Accumulated
                                Land      Building        Depreciation    Total

INDUSTRIAL PROPERTIES
Northern California         $  42,941    $  93,152           $ 3,358    $132,735
Southern California            13,551       31,130             1,405      43,276
Denver, Colorado                1,911        3,256               153       5,014
Arizona                         6,248       14,502               264      20,486
Greater Portland Area           2,652        8,404               460    10,596
Greater Kansas City Area        3,398       13,295               654    16,039
Dallas, Texas                   1,105        1,639              -        2,744


Total Industrial               71,806      165,378             6,294   230,890


SUBURBAN OFFICE PROPERTIES
Northern California             4,313       13,357               276    17,394
Southern California             7,312       18,074               358    25,028
Salt Lake City                    359        6,491               757     6,093
Greater Kansas City Area        2,518        4,046               203     6,361
Greater Seattle Area           15,116       30,225               470    44,871
Reno, Nevada                    2,102       10,439               154    12,387
Austin, Texas                   2,766        7,075                91     9,750
Arizona                        11,416       20,230               264    31,382
Denver, Colorado                1,860       13,249                49    15,060


Total Suburban Office          47,762      123,186             2,622   168,326


PROPERTIES UNDER DEVELOPMENT
Northern California             2,775        7,732                23    10,484
Arizona                         1,033        3,407                33     4,407
Greater Kansas City Area          518        2,762                13     3,267


Total Properties 
  Under Development             4,326       13,901                69    18,158


LAND HELD FOR DEVELOPMENT
Northern California             1,752         -                 -        1,752
Southern California               981         -                 -          981
Arizona                         1,334         -                 -        1,334
Denver, Colorado                1,645         -                 -        1,645


Total Land Held for 
  Development                   5,712         -                 -        5,712


Total                        $129,606     $302,465           $ 8,985  $423,086
</TABLE>

The Company internally manages all but 7 of its properties from its
regional offices in Lafayette, CA;  Tustin, CA; Phoenix, AZ; Lenexa,
KS; Denver, CO; Dallas, TX; and Seattle, WA.  For the 7 properties
located in markets not served by a regional office, the Company has
subcontracted on-site management to local firms.  All financial
record-keeping is centralized at the Company's corporate office in
Lafayette, CA.

During 1997 and 1996, the Company capitalized interest costs relating
to properties under development totaling $627,000 and $223,000,
respectively.

Note 3 - Consolidated Partnership

In December, 1996 the Company formed Bedford Realty Partners, L.P.
(the "Operating Partnership"), with the Company as the sole general
partner, for the purpose of acquiring real estate.  In exchange for
contributing a property into the Operating Partnership, the owners of
the property receive limited partnership units ("OP Units").  A
limited partner can seek redemption of the OP Units at any time after
90 days.  The Company, at its option, may redeem the OP Units by
either (i) issuing common stock at the rate of one share of common
stock for each OP Unit, or (ii) paying cash to a limited partner based
on the average trading price of its common stock.  Each OP Unit is
allocated partnership income and cash flow at a rate equal to the
dividend being paid by the Company on a share of common stock. 
Additional partnership income and cash flow is allocated 99% to the
Company and 1% to the limited partners.

This acquisition strategy is referred to as a "Down REIT" transaction;
as long as certain tax attributes are maintained, the income tax
consequences to a limited partner are generally deferred until such
time as the limited partner redeems their OP Units.

On December 17, 1996, the Company acquired a $3.6 million industrial
property located in Modesto, California utilizing the Operating
Partnership.  The sellers of the property received 108,495 OP Units. 
A director of the Company was a 9% owner of the property, but did not
participate in the approval of the acquisition.  In March 1997, 13,446
OP Units were redeemed for cash.  

Note 4 - Leases 

Minimum future lease payments to be received as of December 31, 1997
are as follows (in thousands): 
           
                  1998              $  7,146          
                  1999                 5,819
                  2000                 8,767              
                  2001                 8,023
                  2002                 5,138
                  Thereafter          14,304
                                    $ 49,197

The total minimum future lease payments shown above do not include
tenants' obligations for reimbursement of operating expenses or taxes
as provided by the terms of certain leases. 
 
Note 5 - Related Party Transactions

Due to the Company's limited financial resources existing in prior
years, its activities relating to the acquisition of new properties
and debt and equity financings have been performed by Bedford
Acquisitions, Inc. (BAI) pursuant to a written contract dated January
1, 1995.  The contract provides that BAI is obligated to provide
services to the Company with respect to the Company's acquisition and
financing activities, and that BAI is responsible for the payment of
its expenses incurred in connection therewith.  The contract provides
that BAI is to be paid a fee in an amount equal to the lesser of  (i)
1 1/2% of the gross amount raised in financings or the aggregated
purchase price of the property for acquisitions, or (ii) an amount
equal to (a) the aggregate amount of expenses funded by BAI through
the time of such acquisition or financing minus (b) the aggregate
amount of fees previously paid to BAI pursuant to such arrangement. 
In no event will the aggregate amount of fees paid to BAI exceed the
aggregate amount of costs funded by BAI.  The agreement with BAI has a
term of one year and is renewable at the option of the Company for
additional one-year terms. The current agreement will expire on
January 1, 1999.

For 1997, 1996 and 1995, the Company paid BAI $3,156,000, $1,808,000
and $2,143,000, respectively for acquisition and financing activities
performed pursuant to the foregoing arrangements.  The Company
believes that since the fees charged under the foregoing arrangements
(i) have been and continue to be comparable to those charged by other
sponsors of real estate investment entities or other third party
service providers and (ii) have been and continue to be charged only
for services on acquired properties or completed financings, such fees
were and continue to be properly includable in direct acquisition
costs and capitalized as part of the asset or financing activities.
  
Note 6 - Stock Option Plans

A total of 900,000 shares of the Company's Common Stock have been
reserved for issuance under the Employee Stock Option Plan (the
"Employee Plan").  The Employee Plan expires in 2003.  The Employee
Plan provides for non-qualified stock options and incentive stock
options. 

The Employee Plan is administered by the Compensation Committee of the
Board of Directors, which determines the terms of options granted,
including the exercise price, the number of shares subject to the
option, and the exercisability of the options.  Options granted to
employees are exercisable upon vesting, and typically vest over a
four-year period. 
 
The Employee Plan requires that the exercise price of incentive stock
options be at least equal to the fair market value of such shares on
the date of grant and that the exercise price of non-qualified stock
options be equal to at least 85% of the fair market value of such
shares on the date of the grant.  The maximum term of options granted
is ten years. 

Initially 250,000 shares of the Company's Common Stock were reserved
for issuance under the Directors' Stock Option Plan (the "Directors'
Plan").  On May 16, 1996 the shareholders approved an additional
250,000 shares.  The Directors' Plan expires in 2002.  The Directors'
Plan provides for the grant of non-qualified stock options to
directors of the Company.  The Directors' Plan contains an automatic
grant feature whereby a director receives a one-time "initial option"
to purchase 25,000 shares upon a director's appointment to the Board
of Directors and thereafter receives automatic annual grants of
options to purchase 10,000 shares upon re-election to the Board of
Directors.  Options granted are generally exercisable six months from
the date of grant. 
 
The Directors' Plan requires that the exercise price of options be
equal to the fair market value of the underlying shares on the date of
grant.  The maximum term of options granted is ten years. 

In September 1995, the Company established a Management Stock
Acquisition program.  Under the program, options exercised by key
members of management shortly after the grant date may be exercised
either in cash or with a note payable to the Company.  Such note bears
interest at 7.5% or the Applicable Federal Rate as defined by the
Internal Revenue Service, whichever is higher.  The note is due in
five years or within ninety days from termination of employment, with
interest payable quarterly.  During 1996 and 1995, options for 155,000
shares of Common Stock were exercised in exchange for notes payable to
the Company.  The notes bear interest at 7.5%.  The unpaid balance of
the notes is $1,466,000 and is included in the accompanying
consolidated balance sheet as a reduction of additional paid-in
capital.

In addition, the Company may grant restricted stock to key employees. 
These shares generally vest over five years and are subject to
forfeiture under certain conditions.  In 1997, 42,500 shares were
granted.<PAGE>
The Company applies APB Opinion No. 25 and related interpretations in
accounting for its plans.  Accordingly, compensation costs have not
been recognized for either the Employee or Directors' Plan.  Had
compensation costs for the plans been determined consistent with FASB
Statement No. 123, the Company's net income and earnings per share
would have been reduced to the pro forma amounts indicated below:

                                                                       
                                            1997          1996          1995
Net income:
   As reported                            $31,291        $11,021       $2,895
   Pro forma                               31,045         10,831        2,821

Basic earnings per share:
   As reported                            $  2.21        $  1.21       $ 0.53
   Pro forma                                 2.19           1.17         0.51

Earnings per share - assuming dilution:
   As reported                            $  1.94        $  1.14       $ 0.52
   Pro forma                                 1.92           1.12         0.50


   

<PAGE>
The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following
weighted-average assumptions used for grants in 1997, 1996 and 1995,
respectively:  dividend yield of 5.8%, 6.9% and 6.7%; expected
volatility of 16.8%, 18.1% and 19.4%; risk-free interest rates of
5.7%, 6.3% and 5.3%; and expected lives of five years for each period.

A summary of the status of the Company's plans as of December 31,
1997, 1996 and 1995 and changes during the years ended on those dates
is presented below:
<TABLE>
<S>           
                          <C>        <C>               <C>         <C>              <C>         <C>

                                 1997                         1996                         1995
                              Weighted Avg.                 Weighted Avg.                Weighted Avg.
                           Shares     Exercise Price    Shares      Exercise Price   Shares       Exercise Price
Employee Plan 
Outstanding at 
  beginning of year        242,250     $12.94              93,750      $12.78         107,500      $13.04
Granted                    483,000      18.25             267,000       13.00          86,000       11.50
Exercised                   (7,125)     13.37            (106,000)      12.96         (56,875)      11.14
Forfeited                  (29,375)     13.30             (12,500)      12.92         (42,875)      12.91

Outstanding at 
  end of year              688,750     $16.64             242,250      $12.94          93,750      $12.78

Options exercisable        118,750                         45,063                      25,875 

Weighted average fair
 value of options                          
 granted during the year               $ 1.94                          $ 1.37                      $ 1.19

Directors' Plan
Outstanding at 
  beginning of year        295,000     $ 9.94             250,000      $ 8.28         175,000      $ 6.76
Granted                     70,000      18.82              70,000       14.22          75,000       11.84
Exercised                     -           -               (25,000)       5.33            -            -   

Outstanding at end 
  of year                  365,000     $11.65             295,000      $ 9.94         250,000      $ 8.28

Options exercisable        365,000                        295,000                     175,000

Weighted average fair 
  value of options 
  granted during 
  the year                             $ 1.59                          $ 1.06                      $ 1.16 
</TABLE>
          
The following table summarizes information about stock options
outstanding on December 31, 1997:
<TABLE>
<S>                    <C>          <C>                  <C>                <C>            <C>
                                     Options Outstanding                            Options Exercisable     
                                        Weighted Avg.
  Range of                 Number         Remaining        Weighted Avg.        Number       Weighted Avg.
Exercise Price          Outstanding    Contractual Life   Exercise Price     Exercisable    Exercise Price

Employee Plan
$  8.50                     2,750             0.4            $  8.50              2,750        $  8.50
  13.75 to 14.00           49,750             2.5              13.93             47,750          13.95
  11.50                    34,500             7.7              11.50             17,250          11.50
  13.00                   120,750             8.3              13.00             51,000          13.00
$ 17.63 to 20.75          481,000             9.3              18.25               -               -    
     
$  8.50 to 20.75          688,750             8.5            $ 16.64            118,750        $ 13.06

Directors' Plan
$  5.33                   100,000             0.9            $  5.33            100,000        $  5.33
    7.71                   25,000             0.9               7.71             25,000           7.71
  12.97                    25,000             1.8              12.97             25,000          12.97
  11.82 to 11.85           75,000             3.2              11.84             75,000          11.84
  14.22                    70,000             8.8              14.22             70,000          14.22
$ 18.82                    70,000             9.8            $ 18.82             70,000        $ 18.82

$  5.33 to 18.82          365,000             4.7            $ 11.65            365,000        $ 11.65
</TABLE>

Note 7 - Bank Loan Payable

In June 1997, the Company expanded its secured revolving credit
facility with Bank of America from $100 million to $150 million,
maturing on June 1, 2000.  In September 1997, the credit facility was
further expanded to $175 million.  Under this facility, the Company
can borrow up to $25 million on an unsecured basis.  The secured loans
bear interest at a floating rate equal to either the lender's
published "reference rate" or LIBOR plus 1.50%.  The interest rate of
the unsecured loans is 25 basis points higher than that of the secured
loans.  The credit facility is secured by mortgages on 35 properties
(which properties collectively accounted for approximately 49% of the
Company's Annualized Base Rent and approximately 47% of the Company's
total assets as of December 31, 1997), together with the rental
proceeds from such properties.  The credit facility contains various
restrictive covenants including, among other things, a covenant
limiting quarterly dividends to 95% of average Funds From Operations
for the immediately preceding two fiscal quarters.

The daily weighted average amount owed to the bank was $45,642,000 and
$10,997,000 in 1997 and 1996, respectively.  The weighted average
interest rates in these periods were 7.42% and 8.03%, respectively. 
The effective interest rate at December 31, 1997 was 7.50%.

<PAGE>
Note 8 - Mortgage Loans Payable

Mortgage loans payable at December 31, 1997 consist of the following
(in thousands):

   Floating rate note due December 15, 1999,
     current rate of 8.75%                      $   1,823
   7.5% note due January 1, 2002                   24,677               
   7.02% note due March 15, 2003                   25,000               
   8.9% note due July 31, 2006                      8,823
                                                $  60,323



The mortgage loans are collaterized by 17 properties (which Properties
collectively accounted for approximately        26% of the Company's
Annualized Base Rent and approximately 20% of the Company's total
assets as of December 31, 1997).  

The following table presents scheduled principal payments on mortgage
loans as of December 31, 1997 (in thousands):

   1998              $     838
   1999                  2,768                       
   2000                  1,048
   2001                  1,130
   2002                 23,681
   Thereafter           30,858
                     $  60,323
 
Note 9 - Redeemable Preferred Stock

On September 18, 1995, the Company issued and sold 8,333,334 shares of
Series A Convertible Preferred Stock (the "Convertible Preferred
Stock") for $6.00 per share.  Holders of the Convertible Preferred
Stock were entitled to cumulative quarterly dividends in cash in an
amount equal to the greater of (i) $0.135 per share or (ii) the
dividends payable in such quarter on the Common Stock into which the
Convertible Preferred Stock is convertible plus, in both cases, the
accumulated but unpaid dividends on the Convertible Preferred Stock. 
Dividends may be declared and paid on shares of Common Stock only if
full cumulative dividends have been paid or authorized and set apart
on all shares of Convertible Preferred Stock.  Each share of
Convertible Preferred Stock was convertible at any time after
September 18, 1997 into one-half share of Common Stock.  On October
14, 1997, the 8,333,334 shares of the Series A Convertible Preferred
Stock were converted to 4,166,667 shares of common stock.

Note 10 - Sales of Common Stock

The Company completed the sale of 3,350,000 shares of common stock at
$13 per share in April 1996.  In February   1997, the Company
completed the sale of 4,600,000 shares of the common stock at $17 3/8
per share and in November 1997 sold an additional 7,245,000 shares of
common stock at $19 5/8 per share.  Net cash proceeds from each of
these offerings was used to pay off the outstanding borrowings under
the Company's credit facility.   
<PAGE>
Note 11 - Earnings per Share

Following is a reconciliation of earnings per share:

<TABLE>
<S>                                              <C>                 <C>                  <C>
                                                                 Year Ended December 31,

                                                       1997                1996                1995
Basic:
   Net income                                     $    31,291         $    11,021          $    2,895 
   Less:Dividends on the Series A Convertible
          Preferred Stock                              (3,500)             (4,500)             (1,288)
        Distributions to Operating 
          Partnership Unit Holders                       -                     (5)               -      
  
   Net income applicable to common stockholders        27,791               6,516               1,607 
 
   Weighted average number of shares               12,566,065           5,405,727           3,005,950 
   
   Basic earnings per share                       $      2.21         $      1.21          $     0.53 

Diluted:
   Weighted average number of shares (from above)  12,566,065           5,405,727           3,005,950 
   Weighted average shares issuable upon
         conversion of the Series A Convertible
         Preferred Stock1                           3,264,840           4,166,667                -      
   Weighted average shares of dilutive stock 
     options using average period stock price 
     under the treasury stock method                  237,185             125,711              83,599
   Weighted average shares issuable upon the 
        conversion of operating 
        partnership units2                             98,364               4,447                -     
   Weighted average number of common shares - 
        assuming dilution                          16,166,454           9,702,552           3,089,549

   Earnings per share - assuming dilution         $      1.94          $     1.14          $     0.52      
</TABLE>


   Per share amounts and number of shares have been adjusted to
reflect the one-for-two reverse stock split effective 
March 29, 1996.

1Not applicable before 1995.  The Series A Convertible Preferred Stock
was issued in September 1995.

2Not applicable before 1996.  The Operating Partnership Units were
issued in December 1996.

<PAGE>
Note 12 - Quarterly Financial Data-Unaudited 

The following is a summary of quarterly results of operations for 1997
and 1996 (in thousands of dollars, except per share data): 
<TABLE>
<S>                                           <C>        <C>         <C>         <C>
1997 Quarters Ended                              3/31       6/30        9/30        12/31 


Rental income                                  $9,056     $10,627     $12,789     $13,905

Income from property operations                 5,642       6,929       8,295       8,966

Income before gain on sales of real estate
  investments and minority interest             3,680       4,886       5,022       6,278
                              
Net income                                     $3,655     $ 4,860     $15,781     $ 6,995

Net income applicable to common
  stockholders1                                $2,530     $ 3,735     $14,531     $ 6,995
 
Basic earnings per share3                      $ 0.28     $  0.34     $  1.30     $  0.37

Earnings per share -
  assuming dilution3                           $ 0.27     $  0.31     $  1.01     $  0.35


1996 Quarters Ended                             3/31        6/30        9/30       12/31 


Rental income                                  $5,709     $ 6,369     $ 7,090     $ 8,373
 
Income from property operations                 3,347       3,857       4,230       5,130

Income before gain on sales of real
  estate investments                            1,953       2,621       2,932       3,109
   
Net income                                     $1,953      $2,980      $2,932     $ 3,156

Net income applicable to common
  stockholders2                                $  828      $1,855      $1,807     $ 2,026
  
Basic earnings per share3                      $ 0.27      $ 0.33      $ 0.28     $  0.31

Earnings per share -
  assuming dilution3                           $ 0.26      $ 0.30      $ 0.27     $  0.29
</TABLE>

 
1Reflects reduction for dividends and distributions of $1,125 each for
the first and second quarter of 1997 and $1,250 for the third quarter
of 1997.

2Reflects reduction for dividends and distributions of $1,130 for the
fourth quarter of 1996 and $1,125 each for the first, second and third
quarter of 1996.

3Reflects the one-for-two reverse stock split effective March 29,
1996.

<PAGE>
                            BEDFORD PROPERTY INVESTORS, INC.
               SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                  December 31, 1997
                             (in thousands of dollars)
<TABLE>
<S>                          <C>      <C>          <C>           <C>      <C>       <C>      <C>       <C>       <C>     <C>
                                  Initial                Cost
                              Cost to Company        Capitalized        Gross Amount          Accumu-                     Depre
                                       Buildings      Subsequent      Carried at Close        lated     Date      Date    ciable
                                           &              to             of Period            Depre-    Con-      Ac-     Life 
Description                    Land    Improvement   Acquisition  Land     Building  Total    ciation   structed  quired  (Years)

INDUSTRIAL PROPERTIES:
Northern California
Building #3 at Contra 
  Costa Diablo Industrial 
  Park, Concord               $    495   $  1,159      $    89    $    495 $  1,248  $  1,743   $  235     1983    12/90    45
Building #8 at Contra Costa
  Diablo Industrial Park, 
  Concord                          877      1,548          143         877    1,691     2,568      300     1981    12/90    45
Building #18 at Mason 
  Industrial Park, Concord         610      1,265           60         610    1,325     1,935      237     1984    12/90    45
115 Mason Circle, Concord          697        854           36         697      890     1,587       27     1971     9/96    45
Auburn Court, Fremont            1,391      2,473          232       1,416    2,680     4,096      119     1983    12/95    45
47650 Westinghouse Drive, 
  Fremont                          267        893           60         271      949     1,220       42     1982    12/95    45
47600 Westinghouse Drive, 
  Fremont                          356      1,067           43         356    1,110     1,466       32     1982     9/96    45
47633 Westinghouse Drive, 
  Fremont                        1,051      3,239          142       1,051    3,381     4,432       92     1983    10/96    45
Fourier Avenue, Fremont          2,120      7,018         -          2,120    7,018     9,138      247     1982     5/96    45
Milpitas Town Center, 
  Milpitas                       1,400      4,421           86       1,400    4,507     5,907      339     1983     8/94    45
598 Gibraltar Drive, 
  Milpitas                         535      2,522         -            535    2,522     3,057      145     1996     5/96    45
Doherty Avenue, Modesto            464      3,178          266         470    3,438     3,908       76  1963-71    12/96    45
860-870 Napa Valley 
  Corporate Way, Napa              933      3,515          219         933    3,734     4,667      107     1984     9/96    45
350 E. Plumeria Drive, 
  San Jose                       3,621      4,704          166       3,683    4,808     8,491      240     1983     9/95    45
Lundy Avenue, San Jose           2,055      2,184          190       2,055    2,374     4,429       78     1982     7/96    45
O'Toole Business Center, 
  San Jose                       3,934      5,748          204       3,934    5,952     9,886      131     1984    12/96    45
301 East Grand, South 
  San Francisco                  2,036        959          160       2,070    1,085     3,155       60     1974    12/95    45
342 Allerton, South 
  San Francisco                  2,516      1,542          324       2,558    1,824     4,382       81     1969    12/95    45
400 Grandview, South 
  San Francisco                  3,246      3,517          227       3,300    3,690     6,990      169     1976    12/95    45
410 Allerton, South 
  San Francisco                  1,333        889           40       1,356      906     2,262       41     1970    12/95    45
417 Eccles, South 
  San Francisco                    649        510           28         661      526     1,187       24     1964    12/95    45
6500 Kaiser Drive, Fremont       1,556      6,411           29       1,556    6,440     7,996      143     1990     1/97    45
Bedford Fremont Business 
  Center, Fremont                3,598      9,004           97       3,598    9,101    12,699      176     1990     3/97    45
Spinnaker Court, Fremont         2,548      5,989           32       2,548    6,021     8,569       89     1986     5/97    45
2277 Pine View Way, Petaluma     1,861      7,074            2       1,861    7,076     8,937       92     1989     6/97    45
Mondavi Building, Napa           1,315      5,214         -          1,315    5,214     6,529       29     1985     9/97    45
Building #2 at Monterey 
  Commerce Center, Monterey        611      1,833         -            611    1,833     2,444        3     1990    12/97    45
Building #3 at Monterey 
  Commerce Center, Monterey        604      1,812         -            604    1,812     2,416        3     1990    12/97    45
Southern California
Dupont Industrial Center, 
  Ontario                        3,588      6,162          185       3,588    6,347     9,935      579     1989     5/94    45
3002 Dow Business Center, 
  Tustin                         4,209      7,291          665       4,305    7,860    12,165      452  1987-89    12/95    45
Building #1 at Carroll Tech 
  Center, San Diego                511      1,372         -            511    1,372     1,883       38     1984    10/96    45
Building #2 at Carroll Tech
  Center, San Diego              1,022      2,129         -          1,022    2,129     3,151       59     1984    10/96    45
Signal Systems Building,
 San Diego                       2,228      7,264         -          2,228    7,264     9,492      161     1990    12/96    45
Building #1 at Oak Ridge 
  Business Center, Vista           646      2,135         -            646    2,135     2,781       55     1990    10/96    45
Building #2 at Oak Ridge 
  Business Center, Vista           566      1,832         -            566    1,832     2,398       47     1990    10/96    45
2230 Oak Ridge Way, Vista          684      2,191         -            684    2,191     2,875       13     1997    10/97    45

Denver Metropolitan Area
Bryant Street Annex, Denver        487        866          105         495      963     1,458       40     1968    12/95    45
Bryant Street Quad, Denver       1,394      2,181          135       1,416    2,294     3,710      113  1971-73    12/95    45

Greater Phoenix Area, Arizona
Westech Business Center, 
  Phoenix                        3,531      4,422          257       3,531    4,679     8,210      197     1985     4/96    45
2601 W. Broadway, Tempe          1,127      2,348           80       1,127    2,428     3,555       22     1977     7/97    45
Building #3 at Phoenix 
  Airport Center, Phoenix          682      3,163         -            682    3,163     3,845       29     1990     7/97    45

Greater Portland Area, Oregon
Twin Oaks Technology Center, 
  Beaverton                      1,444      4,836          438       1,469    5,249     6,718      305     1984    12/95    45
Twin Oaks Business Center,
  Beaverton                      1,163      2,847          328       1,183    3,155     4,338      155     1984    12/95    45

Greater Kansas City Area
Panorama Business Center, 
  Kansas City                      675      3,098          177         675    3,275     3,950       81     1984    12/96    45
Ninety-Ninth Street #3, 
  Lenexa                           360      2,167          179         360    2,346     2,706      361     1990    12/90    45
Ninety-Ninth Street #1, 
  Lenexa                           404      1,547           40         408    1,583     1,991       79     1988     9/95    45
Ninety-Ninth Street #2, 
  Lenexa                           180        555           14         183      566       749       28     1988     9/95    45
Lackman Business Center, 
  Lenexa                           619      1,631          182         628    1,804     2,432      106     1985     9/95    45
Continental Can, Lenexa          1,144      3,722         -          1,144    3,722     4,866     -        1972    12/97    45

Tucson, Arizona
Butterfield Business 
  Center, Tucson                   909      4,230            1         909    4,231     5,140       16     1986    11/97    45

Dallas, Texas
Ferrell Drive, Dallas            1,105      1,639         -          1,105    1,639     2,744     -        1984    12/97    45

SUBURBAN OFFICE PROPERTIES:
Southern California
Laguna Hills Square, Laguna      2,436      3,655          546       2,436    4,201     6,637      180     1983     3/96    45 
Building #3 at Carroll Tech 
  Center, San Diego                716      1,400         -            716    1,400     2,116       39     1984    10/96    45
Scripps Wateridge, San Diego     4,160     12,472         -          4,160   12,472    16,632      139     1990     6/97    45

Salt Lake City, Utah
Woodlands II, Salt Lake City       359      5,805          686         359    6,491     6,850      757     1990     8/93    45

Kansas City, Kansas
6600 College Blvd., 
  Overland Park                  2,480      3,880          204       2,518    4,046     6,564      203  1982-83    10/95    45

Northern California
Village Green, Lafayette           547      1,245          508         743    1,557     2,300      140     1983     7/94    45
100 View Street, Mountain View   1,020      3,144          254       1,020    3,398     4,418      121     1985     5/96    45
Canyon Park, San Ramon           1,933      3,098         -          1,933    3,098     5,031        6  1971-72    12/97    45
Building #1 at Monterey 
  Commerce Center, Monterey        616      5,302         -            616    5,302     5,918       10     1990    12/97    45

Greater Seattle Area, 
  Washington
Kenyon Center, Bellevue          5,095      7,250         -          5,095    7,250    12,345      215     1987     9/96    45
Orillia Office Park, Renton     10,021     22,975         -         10,021   22,975    32,996      255     1986     7/97    45

Phoenix, Arizona
Executive Center at Southbank, 
  Phoenix                        4,943      7,134         -          4,943    7,134    12,077      133     1989     3/97    45
Building #1 at Phoenix Airport
  Center, Phoenix                  944      1,541           16         944    1,557     2,501       14     1990     7/97    45
Building #2 at Phoenix Airport
  Center, Phoenix                  723      3,278         -            723    3,278     4,001       30     1990     7/97    45
Building #4 at Phoenix Airport
  Center, Phoenix                  517      1,732         -            517    1,732     2,249       16     1990     7/97    45
Building #5 at Phoenix Airport
  Center, Phoenix                1,507      3,860            3       1,507    3,863     5,370       36     1990     7/97    45
Phoenix Airport Center 
  Parking, Phoenix               1,450       -            -          1,450     -        1,450        1     1990     7/97    45

Tucson, Arizona
Troika Building, Tucson          1,332      2,631           35       1,332    2,666     3,998       34     1985     6/97    45

Reno, Nevada
U.S. Bank Centre, Reno           2,102     10,264          175       2,102   10,439    12,541      154     1989     5/97    45

Austin, Texas
9737 Great Hills Trail, 
  Austin                         2,766      7,028           47       2,766    7,075     9,841       91     1984     5/97    45

Denver Metropolitan Area, 
  Colorado
Oracle Building, Denver          1,860     13,249         -          1,860   13,249    15,109       49     1996    10/97    45

INDUSTRIAL PROPERTIES 
  UNDER DEVELOPMENT

99th Street Building #4, 
  Lenexa, KS                       519       -           2,762         519    2,762     3,281       13     N/A      6/96    45
Westech Business Center II, 
  Phoenix, AZ                    1,033       -           3,407       1,033    3,407     4,440       33     N/A      7/96    45
Westinghouse Land, 
  Fremont, CA                    1,624       -           2,629       1,624    2,629     4,253     -        N/A     10/96    45
Bordeaux Centre, Napa, CA        1,151       -           5,102       1,151    5,102     6,253       23     N/A     12/96    45

LAND HELD FOR DEVELOPMENT

Napa Lot 10A, Napa, CA             961       -              13         974     -          974     -        N/A     12/96
Scripps Land, San Diego, CA        622       -             -           622     -          622     -        N/A      6/97      
Oak Ridge Way Lot, Vista, CA       359       -             -           359     -          359     -        N/A     10/97
Oracle Land, Denver, CO          1,645       -             -         1,645     -        1,645     -        N/A     10/97
Butterfield Land, Tucson, AZ       102       -             -           102     -          102     -        N/A     11/97
Canyon Park Land, 
  San Ramon, CA                    778       -             -           778     -          778     -        N/A     12/97
Eaton Freeway Land, 
  Tempe, AZ                      1,232       -             -         1,232     -        1,232     -        N/A     12/97

                              $128,910   $281,113       $22,048   $129,606 $302,465  $432,071   $8,985

                                                                                      (A) (B)
</TABLE>
                                            
                     NOTES TO SCHEDULE III
                   (in thousands of dollars)
                                
(A)     An analysis of the activity in real estate investments for the
years ended December 31, 1997, 1996 and 1995 is presented below:
<TABLE>
<S>                                      <C>          <C>          <C>           <C>        <C>        <C>  
                                                    Investment                     Accumulated Depreciation
                                          1997         1996         1995          1997       1996       1995

BALANCE AT BEGINNING OF PERIOD            $229,414     $131,183     $ 58,203      $4,913     $2,219     $3,150 
Add (deduct):

   Acquisition of Lackman Business Center     -            -           2,250        -          -          - 
   Acquisition of 350 E. Plumeria Drive       -            -           8,325        -          -          - 
   Sale of Cody Street Park, 
     Building 6 (C)                           -            -          (1,639)       -          -          (203)
   Acquisition of Ninety-Ninth Street, 
     Building 1                               -            -           1,951        -          -          - 
   Acquisition of Ninety-Ninth Street, 
     Building 2                               -            -             735        -          -          - 
   Sale of IBM Building (D)                   -            -          (8,325)       -          -        (2,024)
   Acquisition of 6600 College 
     Boulevard                                -            -           6,360        -          -          - 
   Acquisition of 3002 Dow 
     Business Center                          -            -          11,500        -          -          - 
   Acquisition of Landsing 
     Pacific Portfolio                        -            -          49,708        -          -          - 
   Acquisition of Laguna Hills Square         -           6,091         -           -          -          - 
   Acquisition of Westech 
     Business Center                          -           7,953         -           -          -          - 
   Acquisition of 100 View Street             -           4,164         -           -          -          - 
   Acquisition of Fourier Avenue              -           9,138         -           -          -          - 
   Acquisition of 598 Gibraltar               -           1,743         -           -          -          - 
   Acquisition of Lundy Avenue                -           4,239         -           -          -          - 
   Acquisition of Kenyon Center               -          12,345         -           -          -          - 
   Acquisition of 47600 
     Westinghouse Drive                       -           1,423         -           -          -          - 
   Acquisition of 860-870 
     Napa Valley Corp. Way                    -           4,448         -           -          -          - 
   Acquisition of 115 Mason Circle            -           1,551         -           -          -          - 
   Acquisition of Oak Ridge 
     Business Center                          -           5,179         -           -          -          - 
   Acquisition of Carroll Tech Center         -           7,151         -           -          -          - 
   Acquisition of 47633 
     Westinghouse Drive                       -           4,290         -           -          -          - 
   Acquisition of Panorama 
     Business Center                          -           3,774         -           -          -          - 
   Acquisition of Signal 
     Systems Building                         -           9,492         -           -          -          - 
   Acquisition of O'Toole 
     Business Center                          -           9,681         -           -          -          - 
   Acquisition of Doherty Avenue              -           3,642         -           -          -          - 
   Acquisition of Westinghouse Land           -           1,625         -           -          -          - 
   Acquisition of Napa Lot 10A                -             961         -           -          -          - 
   Acquisition of Napa Lots 12J & K           -           1,151         -           -          -          - 
   Acquisition of Lenexa Land                 -             518         -           -          -          - 
   Acquisition of Phoenix Land                -           1,033         -           -          -          - 
   Sale of Woodland Land (E)                  -            (614)        -           -          -          - 
   Sale of St. Paul East (F)                  -          (2,792)        -           -           (45)      - 
   Sale of St. Paul West (F)                  -          (3,839)        -           -           (36)      - 
   Acquisition of 6500 Kaiser Drive          7,967         -            -           -          -          - 
   Acquisition of Bedford Fremont 
      Business Center                       12,602         -            -           -          -          - 
   Acquisition of Spinnaker Court            8,537         -            -           -          -          - 
   Acquisition of 2277 Pine View Way         8,935         -            -           -          -          - 
   Acquisition of Mondavi Building           6,529         -            -           -          -          - 
   Acquisition of Building #2 at 
      Monterey Commerce Center               2,444         -            -           -          -          - 
   Acquisition of Building #3 at 
      Monterey Commerce Center               2,416         -            -           -          -          - 
   Acquisition of 2230 Oak Ridge Way         2,875         -            -           -          -          - 
   Acquisition of 2601 W. Broadway           3,475         -            -           -          -          - 
   Acquisition of Building #3 at 
      Phoenix Airport Center                 3,845         -            -           -          -          - 
   Acquisition of Continental Can            4,866         -            -           -          -          - 
   Acquisition of Butterfield 
      Business Center                        5,139         -            -           -          -          - 
   Acquisition of Ferrell Drive              2,744         -            -           -          -          - 
   Acquisition of Scripps Wateridge         16,632         -            -           -          -          - 
   Acquisition of Canyon Park                5,031         -            -           -          -          - 
   Acquisition of Building #1 at 
      Monterey Commerce Center               5,918         -            -           -          -          - 
   Acquisition of Orillia 
      Office Park                           32,996         -            -           -          -          - 
   Acquisition of Executive Center 
      At Southbank                          12,077         -            -           -          -          - 
   Acquisition of Building #1 at 
      Phoenix Airport Center                 2,485         -            -           -          -          - 
   Acquisition of Building #2 at 
      Phoenix Airport Center                 4,001         -            -           -          -          - 
   Acquisition of Building #4 at 
      Phoenix Airport Center                 2,249         -            -           -          -          - 
   Acquisition of Building #5 at 
      Phoenix Airport Center                 5,367         -            -           -          -          - 
   Acquisition of Phoenix Airport 
      Center Parking                         1,450         -            -           -          -          - 
   Acquisition of Troika Building            3,963         -            -           -          -          - 
   Acquisition of U.S. Bank Centre          12,366         -            -           -          -          - 
   Acquisition of 9737 Great Hills 
      Trail                                  9,794         -            -           -          -          - 
   Acquisition of Oracle Building           15,109         -            -           -          -          - 
   Acquisition of Scripps Land                 622         -            -           -          -          - 
   Acquisition of Oak Ridge Way Lot            359         -            -           -          -          - 
   Acquisition of Oracle Land                1,645         -            -           -          -          - 
   Acquisition of Butterfield Land             102         -            -           -          -          - 
   Acquisition of Canyon Park Land             778         -            -           -          -          - 
   Acquisition of Eaton Freeway Land         1,232         -            -           -          -          - 
   Sale of 1000 Town Center Drive (G)       (6,622)        -            -           (780)      -          - 
   Sale of Mariner Court (G)                (7,864)        -            -           (419)      -          - 
   Sale of Academy Place Shopping 
      Center (H)                            (6,281)        -            -           (110)      -          - 
   Capitalized costs                        16,874        3,884        2,115        -          -          - 
   Depreciation                               -            -            -          5,381      2,775      1,296 

BALANCE AT END OF PERIOD                  $432,071     $229,414     $131,183      $8,985     $4,913     $2,219 
</TABLE>
(B)The aggregate cost for Federal income tax purposes is $296,993.
(C)In the third quarter 1995, the Company decided to sell the Cody Street
Park, Building 6.  The property was sold on September 20, 1995.
(D)     During 1995, the Company continued to
        offer for sale the IBM Building located
        in Jackson, Mississippi.  This property
        was first offered for sale in 1991, at
        which time the Company's investment in
        the property was written down by
        $2,113,000.  The property sold on
        October 2, 1995.
(E)  The property was sold in April 1996.
(F)  The properties were sold in December 1996.
(G)  The properties were sold in July 1997.
(H)  The property was sold in October 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 report to be
signed on its behalf by the undersigned, thereunto duly authorized. 

   BEDFORD PROPERTY INVESTORS, INC. 
 
        By: /s/ Peter B. Bedford            
           Peter B. Bedford
           Chairman of the Board and
           Chief Executive Officer
 
Dated:  August 19, 1998 
 
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person on behalf of
the Registrant and in the capacity and on the date indicated. 
 
 
/s/ Peter B. Bedford                                           August 19, 1998
Peter B. Bedford, Chairman of the Board
and Chief Executive Officer

/s/ Claude M. Ballard                                          August 19, 1998
Claude M. Ballard, Director

/s/ Anthony Downs                                              August 19, 1998
Anthony Downs, Director

/s/ Anthony M. Frank                                           August 19, 1998
Anthony M. Frank, Director

/s/ Martin I. Zankel                                           August 19, 1998
Martin I. Zankel, Director

/s/ Thomas H. Nolan, Jr.                                       August 19, 1998
Thomas H. Nolan, Jr., Director

/s/ Thomas G. Eastman                                          August 19, 1998
Thomas G. Eastman, Director

/s/ Scott R. Whitney                                           August 19, 1998
Scott R. Whitney
Senior Vice President and
Chief Financial Officer

/s/ Hanh Kihara                                                August 19, 1998
Hanh Kihara, Vice President Controller
<PAGE>
                           
                           Exhibit 12
                                
                Bedford Property Investors, Inc.
Computation of Ratio of Earnings to Fixed Charges and Preferred
          Dividends and Limited Partner Distributions
                (in thousands, except for ratio)
<TABLE>
                                                         Year Ended December 31,
<S>                                           <C>        <C>          <C>        <C>        <C>
                                                 1997       1996         1995       1994       1993

Net income                                     $31,291    $11,021      $ 2,895    $3,609     $3,147

Fixed charges - interest and amortization
   of loan fees                                  7,918      4,347        1,594       955        716

Fixed charges - interest capitalized               627       -            -         -          -     

Net income including fixed charges              39,836     15,368        4,489     4,564      3,863
        
Preferred dividends and limited partner
   distributions                                 3,608      4,505        1,288      -          -     

Net income including fixed charges,
   preferred dividends and limited
   partner distributions                       $43,444    $19,873      $ 5,777    $4,564     $3,863

Ratio of earnings to fixed charges,
   including preferred dividends and
   limited partner distributions                  3.57       2.25         2.00      4.78       5.40

Ratio of earnings to fixed charges,
   excluding preferred dividends and
   limited partner distributions                  4.66       3.54         2.82      4.78       5.40
<PAGE>
                          Exhibit 21.1
                                
        Subsidiaries of Bedford Property Investors, Inc.


</TABLE>
<TABLE>
<S>                                     <C>                             <C>
                                                                         Name Under
Subsidiary                                                               Which Subsidiary is
Name                                     State of Incorporation          doing Business

1. ICMPI (Concord Diablo 3), Inc.        Delaware                        ICMPI (Concord Diablo 3), Inc.

2. ICMPI (Concord Diablo 8), Inc.        Delaware                        ICMPI (Concord Diablo 8), Inc.

3. ICMPI (Concord Mason 18), Inc.        Delaware                        ICMPI (Concord Mason 18), Inc.

4. ICMPI (Overland Park), Inc.           Delaware                        ICMPI (Overland Park), Inc.

5. ICMPI (Lenexa), Inc.                  Delaware                        ICMPI (Lenexa), Inc.

6. ICMPI (Jackson), Inc.                 Delaware                        ICMPI (Jackson), Inc.<PAGE>
Exhibit 23.1
</TABLE>
     

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 
 
 
 
The Board of Directors 
Bedford Property Investors, Inc.: 
 
We consent to incorporation by reference in the registration
statements  on Form S-3 (No.'s 33-15233 and 333-23687) and the
registration statement on Form S-8 (No. 333-18215) of Bedford Property
Investors, Inc. of our report dated February 2, 1998, relating to the
consolidated balance sheets of Bedford Property Investors, Inc. as of
December 31, 1997 and 1996, and the related consolidated statements of
income, stockholders' equity and cash flows for each of the years in
the three-year period ended December 31, 1997, and the related
financial statement schedule as of December 31, 1997, which report
appears in the December 31, 1997 annual report on Form 10-K of Bedford
Property Investors, Inc.  
 
 
        KPMG Peat Marwick LLP

San Francisco, California               
March 27, 1998