SECURITIES AND EXCHANGE COMMISSION 
                    Washington, D.C.  20549 
                                
                           Form 10-K
                                
       Annual Report Pursuant to Section 13 or 15(d) of 
              the Securities Exchange Act of 1934 
 
          For the fiscal year ended December 31, 1998 

                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(925)  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 11,
1999 was approximately $338,939,000.  The number of shares of
Registrant's Common Stock, par value $0.02 per share, outstanding as of
March 11, 1999 was 22,252,295. 

               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, 1999, 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>
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, 1998, the Company owned and operated, either directly or
through wholly-owned subsidiaries, 93 properties aggregating
approximately 7.5 million rentable square feet and comprised of 69
industrial properties (the "Industrial Properties") and 24 suburban
office properties (the "Suburban Office Properties" and, together with
the Industrial Properties, the "Properties").  The portfolio includes 2
properties which were under rehabilitation on December 31, 1998.  As of
December 31, 1998, the 91 operating Properties were approximately 96%
leased with over 540 tenants.  The Properties are located in Northern and
Southern California, Oregon, Washington, Arizona, Nevada, Utah, Colorado,
Texas, Kansas, and Missouri.

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 and 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 continues to
target selected markets in which the Properties are located as well as
selected other markets in which the Company has expertise. 
 
Business Objectives and Growth Plan 

Business Objectives

The Company's business objective is to increase stockholders' long-term
total return through increases in the dividend and the appreciation in
value of the Common Stock.  To achieve this objective, the Company seeks
to (i) increase cash flow from its 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 1998, leases for 1,326,200 square feet expired with a weighted
average base rental rate of $7.99 per square foot.  Approximately 87% of
this space has been re-leased, and the weighted average base rental rate
of the new leases is $9.52 per square foot, an increase of 19%.  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 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 available borrowings under 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 us to refine our 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 officer of the Company
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 fees in amounts equal to the lesser
of (i) 1 1/2% of the gross amount of the aggregate purchase price of
property acquisitions and dispositions plus 5% of development project
costs, or (ii) an amount equal to (a) the aggregate amount of approved
expenses funded by BAI through the time of such acquisition, disposition
or development 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, 2000.
          
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
Washington, 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 1998 the shell construction of
five properties representing 322,000 square feet of industrial space and
office space was started.  

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.  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. Maximize its Capital Structure.

As of December 31, 1998 the Company's total market capitalization was
$612 million.  With a debt to total market capitalization ratio of 37%,
the Company believes that it is well positioned for future growth. 
Funding of new acquisitions and development is expected to be provided
by a combination of debt and limited asset sales.  The Company currently
intends to take advantage of the low interest rates 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. 



Transactions and Significant Events During 1998

Acquisitions and Development

During the year, the Company acquired 18 Properties, including ten
Industrial Properties, six Suburban Office Properties and two
Properties under rehabilitation, aggregating approximately 1.3 million
rentable square feet, for a total investment of approximately $152
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 the total acquisition cost) of 9.15%.  The Company
estimates the purchase price of acquisitions completed in 1998 to be
approximately 91% of the replacement costs. 

The Company also acquired 6 parcels of vacant land aggregating
approximately 26 acres for a total investment of approximately $8.2
million, 3 of which were adjacent to existing Properties.  The Company
plans to develop industrial or office properties on each of these
parcels when market conditions warrant new construction.

Development activity during the year included (i) the initial lease up
of the four projects constructed in 1997,  adding 107,374 rentable
square feet to the available inventory (as of December 31, 1998, these
projects were approximately 71% occupied); (ii) completion of
construction and occupancy of the 297,228 square foot Adobe project in
Seattle, which was under construction at the time of acquisition; and
(iii) commencement of construction of five new projects which are
expected to add approximately 322,000 rentable square feet to the
inventory of available space in 1999.  The Company believes that this
new leasable space should provide it with a significant opportunity to
increase its operating revenue. 

The Company's Markets

The Properties are located in select markets proximate to metropolitan
areas in Northern and Southern California, Oregon, Washington,
Arizona, Nevada, Utah, Colorado, Texas, Kansas and Missouri.  From
1994 through the early part of 1998 most of these markets were
recovering from the economic recession of the early 1990's.  During
this recovery, these markets were characterized by strong demand for
commercial property without significant increases in supply.  The
Company believes that this "recovery phase" of the economic cycle for
the real estate market came to an end during 1998 and that we are now
entering an "equilibrium phase" where supply and demand for properties
are more or less in balance.  Accordingly, the Company expects
commercial property values during this equilibrium phase to be driven
less by supply and demand imbalances and more by continuing economic
strength in these markets.  The Company believes that this continuing
economic strength should result in high occupancy levels, increasing
rents and potentially increasing real estate values.

In particular, the Company believes that continuing economic growth in
the San Francisco Bay Area (where 35% of the square footage of the
Company's Properties is located) and Seattle (where 10% of the square
footage of the Company's Properties is located) will result in strong
returns on its properties in those markets during the coming year. 
The Company believes that these markets are particularly attractive as
a result of the excellent quality of life they offer and their limited
supply of new commercial real estate resulting from environmental
concerns and geographic barriers.  In fact the 1999 edition of
Emerging Trends in Real Estate, a publication of
PricewaterhouseCoopers LLP and Lend Lease Real Estate Investments,
ranked San Francisco, for the third consecutive year, and Seattle, for
the second consecutive year, as the number one and number two
investment markets for this equilibrium phase of the real estate
cycle.

Despite this positive outlook, the Company's markets (particularly the
San Francisco Bay Area) remain susceptible to the current economic
downturn in Asia.  During the first half of 1998, sources have
indicated that California's exports to East Asia fell by 17.5%
compared to the first half of 1997.  Although the Company believes
that the effect of this manufacturing slowdown on the California real
estate market has been largely offset by strong demand 

for California's products in the U.S. and Europe, there can be no
assurance that a more sustained economic downturn in Asia will not
have an adverse effect on California's manufacturing sector and
accordingly on the California real estate market and the Company's
portfolio.

Operating Performance

For the year ended December 31, 1998, the Company reported income
before gain on sale of $31,496,000 or $1.38 per diluted share, on
rental revenues of $73,451,000, compared with income before gain on
sale of $19,758,000 or $1.23 per diluted share, on rental revenues of
$46,377,000 for the year ended December 31, 1997.  The Company's Funds
From Operations ("FFO": see definition under "Selected Financial
Data") for the year ended December 31, 1998 was $42,312,000 as
compared to $25,582,000 for the year ended December 31, 1997.  

Increase in Dividends on Common Stock

On December 7, 1998, the Company announced a 9% increase in its
quarterly Common Stock dividend from $.33 to $.36 per share, which is
equal to $1.44 on an annualized basis.  The higher dividend rate
commenced with the Company's dividend for the fourth quarter of 1998. 
The Company previously announced, in May 1998, a 10% 
increase in its quarterly dividend from $.30 to $.33 per share which,
together with the December 1998 increase, represents a total increase
of 17% in the Company's dividends declared for 1998 when compared with
the dividends declared for 1997.

Credit Facility

In June 1998, the Company amended and restated its secured revolving
line of credit facility led by Bank of America.  Under the facility,
which matures June 2001, the Company can borrow up to $175 million on
a secured basis.  The facility contains an unsecured sub-line of $50
million.  The secured loans bear interest at a floating rate equal to
either the lender's published "reference rate" or LIBOR plus a margin
ranging from 1.10% to 1.35% (depending on leverage levels).  The
unsecured loans bear interest at either the lender's published
"reference rate" or LIBOR plus a margin of 1.50%.  As of December 31,
1998 the Company was in compliance with the covenants and requirements
of its revolving credit facility which had an outstanding balance of
$147,443,000, all of which was secured.  During the first quarter of
1999, the Company entered into discussions with Bank of America
regarding a bridge facility of $28 million.  This facility would
consist of secured loans, bear the same interest rates as the secured
loans under the $175 million facility and have a six-month term with
the option to extend for another six months.

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 ten times since that time from $0.10 per
share in the second quarter of 1993 to $0.36 per share in the fourth
quarter of 1998.  In March 1999, the Company declared a dividend
distribution for the first quarter 1999 to its stockholders in the
amount of $0.36 per share of Common Stock, payable 15 days after the
quarter-end.

Tenants 
 
Based on rentable square feet, as of December 31, 1998, the Suburban
Office Properties and Industrial Properties were approximately 96%
occupied by a total of 546 tenants, of which 112 were Suburban Office
Property tenants and 434 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 2001.  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 $20 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.  Accordingly, the Company does
not currently 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.  There can be no assurance, however, that future
discoveries or events at the Company's properties, or changes to
current environmental regulations, will not result in such a material
adverse impact.

Year 2000 Compliance

In 1997 the Company purchased and put in place new information system
hardware and software to accommodate the rapid growth of its real
estate portfolio.  The Company believes the new information system
hardware and software is Year 2000 compliant.  In addition, the
Company has evaluated Year 2000 compliance risk relative to operations
of its rental properties, and retained the services of a team of
consultants.  Since January 1998, these consultants have been
conducting a survey of the Company's outside relationships (e.g.,
tenants, vendors and creditors) to assess their state of readiness in
regards to Year 2000 compliance.  The survey indicates that a majority
of these parties' information systems are or will be Year 2000
compliant.  In addition, the Company is performing a detailed
Information Technology review of its key outside relationships.  As of
December 31, 1998, the Company has spent $10,000 on surveys and
systems reviews and expects to spend approximately $20,000 in 1999. 
The Company is in the process of developing a contingency plan in the
event of non-compliance.  The Company believes that Year 2000
compliance will not have a material impact on the Company's financial
position, results of operations, or liquidity.
 
Other Information 
 
The Company currently employs 34 full time employees.  The Company is
not dependent upon a single tenant  or a limited number of tenants.

ITEM 2.  PROPERTIES 

Real Estate Summary
As of December 31, 1998, the Company's real estate investments were
diversified by property type as follows:


                                Number of                             Percent
                               Properties               Cost         of Total

Industrial properties                  68       $312,911,000               52
Office properties                      23        258,479,000               43
Properties under development            9         24,686,000                4
Land held for development               6          3,905,000                1

Total                                 106       $599,981,000              100

<PAGE>
As of December 31, 1998, the Company's real estate investments (net of
accumulated depreciation) were diversified by geographic region as
follows:  
                                   Number of      Investment       % of  Total
                                  Properties          Amount        Investment

Industrial Properties
Northern California                   33         $162,691,000            27
Southern California                   10           50,908,000             9
Arizona                               10           48,431,000             8
Greater Kansas City Area               7           20,456,000             3
Texas                                  4           14,039,000             2
Greater Portland Area                  2           11,192,000             2
Colorado                               2            5,194,000             1

Total Industrial Properties           68          312,911,000            52

Suburban Office Properties
Greater Seattle Area                   4           93,948,000            16
Colorado                               2           50,821,000             9
Arizona                                4           26,393,000             4
Southern California                    3           25,427,000             4
Northern California                    5           23,689,000             4
Nevada                                 1           12,635,000             2
Texas                                  1            9,855,000             2
Greater Kansas City Area               2            8,780,000             1
Salt Lake City                         1            6,931,000             1

Total Suburban Office Properties      23          258,479,000            43

Industrial Properties 
  Under Development
Arizona                                6           13,500,000             2
Greater Seattle Area                   1            8,110,000             1
Greater Kansas City Area               1            2,086,000             1
Northern California                    1              990,000             *
             
Total Industrial Properties 
   Under Development                   9           24,686,000             4

Land Held for Development
Northern California                    3            2,654,000             *
Southern California                    2            1,063,000             *
Texas                                  1              188,000             *
                  
Total Land held 
  for Development                      6            3,905,000             1

Total                                106         $599,981,000           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, 1998.
                                            
               Percentage Occupied/Number of Tenants Occupying 10% or more
<TABLE>
<S>                               <C>       <C>       <C>       <C>       <C>       <C>
                                    1994      1995      1996      1997      1998
Property                           %    #    %    #    %    #    %    #    %    #    Principal Business at December 31, 1998

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          90% 2     83% 2     83% 2    100% 2     92% 2    Warehouse of scaffolding materials and 
                                                                                     construction supplies; general contractor.

Milpitas Town Center, Milpitas     100% 4    100% 4    100% 4    100% 4    100% 3    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    100% 1    100% 1    100% 1    Manufacturing of personal computers.

350 East Plumeria Drive,
   San Jose                           N/A    100% 1    100% 1    100% 1    100% 1    Manufacturer of computer chips.

Auburn Court, Fremont                 N/A    100% 4    100% 4    100% 4    100% 4    Manufacturing of computer equipment,
                                                                                     assembly of computer and 
                                                                                     other electronic components, lab
                                                                                     engineering, and marketing design.

47650 Westinghouse Drive,        
   Fremont                            N/A    100% 1    100% 1    100% 1    100% 1    Electronic personal computer board
                                                                                     assembly.

417 Eccles, South                
    San Francisco                     N/A    100% 2    100% 2     53% 1    100% 1    Warehousing and delivery of high-end
                                                                                     furniture.

INDUSTRIAL PROPERTIES (continued)
410 Allerton, South
    San Francisco                     N/A    100% 1    100% 1    100% 1    100% 1    Candy manufacturer and distributor.

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

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

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

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

Lundy Avenue, San Jose                N/A       N/A    100% 2    100% 2     82% 1    Testing and distribution of semi-
                                                                                     conductors and other related electronic
                                                                                     components

115 Mason Circle, Concord             N/A       N/A    100% 5    100% 5    100% 5    Mechanical systems insulation and 
                                                                                     acoustical contractor, pipeline servicing
                                                                                     co., wholesale distributor of coputer
                                                                                     peripherals and software, distributor of
                                                                                     fluid ceiling products, manufacturer and
                                                                                     welder of pipes.

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

860-870 Napa Valley Corporate
   Way, Napa                          N/A       N/A     96% 3     86% 3    100% 3    Winery, engineering company and software
                                                                                     developer.

INDUSTRIAL PROPERTIES (continued)

47633 Westinghouse Drive,
   Fremont                            N/A       N/A    100% 1    100% 1    100% 1    Research and development assembly and
                                                                                     testing related to the semi-
                                                                                     conductor/electronics industry.

47513 Westinghouse Drive,
  Fremont                             N/A       N/A       N/A       N/A    100% 2    Manufacturing and sales of semi-conductor
                                                                                     equipment; manufacture and design of 
                                                                                     arterial balloon catheters 
                                                                                     and other related devices.

Bordeaux Centre, Napa                 N/A       N/A       N/A       N/A     38% 2    Manufacturing and printing of corks, and
                                                                                     light manufacturing, warehousing and
                                                                                     distribution of recreational marine
                                                                                     accessories.

O'Toole Business Center, 
  San Jose                            N/A       N/A     94% 0     90% 0     89% 0    N/A

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

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

Bedford Fremont Business Center, 
  Fremont                             N/A       N/A       N/A    100% 1    100% 1    Administration and testing of samples for
                                                                                     managed care organizations.

Spinnaker Court, Fremont              N/A       N/A       N/A    100% 2    100% 2    Manufacturing and distribution of
                                                                                     personal computers, peripherals and
                                                                                     related electronic parts and software,
                                                                                     transportation of industrial and
                                                                                     hazardous wastes.

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

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

INDUSTRIAL PROPERTIES (continued)
Monterey Commerce Center 2,
   Monterey                           N/A       N/A       N/A    100% 1    100% 1    Language interpretation - over seas
                                                                                     calls.

Monterey Commerce Center 3,
   Monterey                           N/A       N/A       N/A    100% 3    100% 3    Storage of office and long-distance
                                                                                     telephone equipment and medical supplies.

Parkpoint Business Center,
    Santa Rosa                        N/A       N/A       N/A       N/A    100% 3    Customized computer software company,
                                                                                     rehabilitation center;
                                                                                     mortgage broker.

2180 S. McDowell, Petaluma            N/A       N/A       N/A       N/A    100% 2    Manufacturer of high-end, commercial
                                                                                     grade sound equipment; assembly of PC
                                                                                     boards.

2190 S. McDowell, Petaluma            N/A       N/A       N/A       N/A    100% 2    Bread distributor; distributor of paper
                                                                                     and packaging products.

Southern California
Dupont Industrial Center,
    Ontario                         91% 1    100% 1     59% 0    100% 1     97% 1    Distribution of swimming pool supplies.

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

Carroll Tech I, San Diego             N/A       N/A    100% 1    100% 1    100% 1    Manufacturer adn distributor of cash 
                                                                                     registers.

Vista 1, Vista                        N/A       N/A    100% 1    100% 1      0% 0    N/A

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

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

INDUSTRIAL PROPERTIES (continued)
Carroll Tech II, San Diego            N/A       N/A    100% 1    100% 1    100% 1    Bio-technology company.

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

5502 Oberlin Drive, San Diego         N/A       N/A       N/A       N/A    100% 1    Manufacturer of micro-circuits.

6960 Flanders Drive, San Diego        N/A       N/A       N/A       N/A    100% 1    Geotechnical and environmental consultant.

Kansas City, Kansas
Ninety-Ninth Street #3, Lenexa     100% 2    100% 2     89% 2    100% 2     98% 2    Warehouse for computer cables/wiring and
                                                                                     storage of corporate records/supplies.

Lackman Business Center,
    Lenexa                            N/A     98% 2     91% 2    100% 2     98% 3    Network and communications specialists.

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

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

Ninety-Ninth Street #4, Lenexa        N/A       N/A       N/A       N/A     79% 3    Distribution of shrink wrap products, 
                                                                                     distributor of computers and computer
                                                                                     related parts, home nursing and health 
                                                                                     care administration.

Panorama Business Center, 
    Kansas City                       N/A       N/A    100% 2    100% 2     91% 2    Distribution of pharmaceuticals,
                                                                                     distribution of appliances.

17725 W. 85th Street, Lenexa          N/A       N/A       N/A    100% 1    100% 1    Manufacturing of plastic containers.

INDUSTRIAL PROPERTIES (continued)
Colorado
Bryant Street Quad, Denver            N/A     97% 3    100% 3    100% 3    100% 3    Health cre provider, photo processing
                                                                                     lab, and radiator coating plant/distributor.

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

Greater Portland Area, Oregon
Twin Oaks Technology Center,
    Beaverton                         N/A     81% 2     91% 3     96% 2     89% 3    Software developer and
                                                                                     telecommunications.

Twin Oaks Business Park,
    Beaverton                         N/A     94% 3     80% 4     81% 4     84% 4    Electronic engineering, electronic
                                                                                     equipment assembly, computer equipment
                                                                                     distributor and postal service.

Arizona
Westech Business Center, 
    Phoenix                           N/A       N/A     93% 0     96% 0     95% 0    N/A

Westech II, Phoenix                   N/A       N/A       N/A       N/A    100% 3    Healthcare consultants and travel agency.

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

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

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

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

Phoenix Airport Center #5,
    Phoenix                           N/A       N/A       N/A       N/A    100% 1    Healthcare maintenance organization
                                                                                     corporate office.

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

Cimmarron Industrial Park,
     Scottsdale                       N/A       N/A       N/A       N/A     98% 2    Printing and sales office.

Expressway Corporate
     Center, Tempe                    N/A       N/A       N/A       N/A     68% 1    Manufacture photographic equipment for
                                                                                     wafer circuiting.

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

Austin Braker 2, Austin               N/A       N/A       N/A       N/A    100% 3    Computer technology for television,
                                                                                     lottery and gaming association, computer
                                                                                     sales and customer service.

Austin Rutland 10, Austin             N/A       N/A       N/A       N/A    100% 5    Service of copier equipment, printing for
                                                                                     small businesses, tool distribution, 
                                                                                     environmental field work, trade show and
                                                                                     conference coordination.

Austin Southpark A, B and C,
     Austin                           N/A       N/A       N/A       N/A    100% 4    Spare parts storage for computer chip
                                                                                     manufacturer, environmental testing,
                                                                                     proto-type testing for computer chip
                                                                                     manufacturer and valuable storage for
                                                                                     pawn broker.

SUBURBAN OFFICE PROPERTIES
Northern California

Village Green, Lafayette            82% 3    100% 2    100% 1     99% 1    100% 2    Software developer and real estate
                                                                                     investment trust.

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

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

Monterey Commerce Center 1
   Monterey                           N/A       N/A       N/A     87% 4     82% 4    Financial services, software development,
                                                                                     telecommunications sales, and electronic 
                                                                                     equipment sales.

3380 Cypress, Petaluma                N/A       N/A       N/A       N/A    100% 1    Manufacture hearing devices.

Southern California
Laguna Hills Square, Laguna           N/A       N/A     86% 2     96% 4     93% 4    Medical facility and securities brokerage 
                                                                                     firm.

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

Scripps Wateridge, San Diego          N/A       N/A       N/A    100% 2    100% 2    Wireles communications; supplier of 
                                                                                     digital wireless communication products
                                                                                     and technologies.

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

Didde Building, Overland Park         N/A       N/A       N/A       N/A    100% 3    Investment firm, printing and packaging
                                                                                     technology corporate offices and
                                                                                     reinsurance brokerage.

Colorado
Oracle Building                       N/A       N/A       N/A    100% 2    100% 2    Software company and banking.

Texaco Building                       N/A       N/A       N/A       N/A    100% 1    Oil company.

Salt Lake City
Woodlands Tower II, 
   Salt Lake City                   98% 2     95% 2    100% 2    100% 2     97% 2    Insurance services and health care
                                                                                     staffing.

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

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

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

Cabrillo Executive Center, 
    Phoenix                           N/A       N/A       N/A       N/A     97% 2    Medical insurance company and software
                                                                                     developer.

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

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

Adobe Systems Bldg. 1, Seattle        N/A       N/A       N/A       N/A    100% 1    Computer software.

Adobe Systems Bldg. II, Seattle       N/A       N/A       N/A       N/A     77% 1    Computer software.

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

Nevada
U. S. Bank Centre, Reno               N/A       N/A       N/A     94% 1     99% 1    Insurance services.
</TABLE>

Lease Expirations - Real Estate Portfolio

The following table presents lease expirations for each of the ten
years beginning January 1, 1999.  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 Base
 Year    Expiring    Square Feet      Base Rent            Rent

 1999       125        749,836         6,867,552            9.7%
 2000       134      1,039,117        10,726,704           15.2%
 2001       117      1,157,838        10,856,304           15.4%
 2002        81        709,617         7,074,012           10.0%
 2003        52        826,042         9,710,916           13.7%
 2004        14        713,867         6,490,848            9.2%
 2005         8        536,605         8,519,916           12.0%
 2006         7        513,271         2,990,640            4.2%
 2007         6        421,219         2,411,316            3.4%          
 2008 and 
 thereafter   6        420,114         5,124,516            7.2%

 Total      550      7,087,526       $70,772,724          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 1998.

<TABLE>
<S>                            <C>         <C>           <C>            <C>            <C>               <C>           <C>     
                                    Annual  # of Leases                  Square Feet     Contract Rent 
                                  Property  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        $15,630            1        21,840         21,840             $6.84       Feb. 00    1-3 yr.
  Diablo Ind. Park, Concord      $1.03/100          

Building #8 at Contra Costa        $22,487            1        31,800         31,800             $6.00       Dec. 00    2-5 yr.
  Diablo Ind. Park, Concord      $1.03/100

Building #18 at Mason              $19,185            2        28,836          7,225             $6.96        May 00       None
  Industrial Park, Concord       $1.03/100                                     4,825             $7.20       Feb. 01       None
     
Milpitas Town Center,              $67,421            4       102,620         23,924             $9.63       Sep. 99    1-2 yr.
    Milpitas                     $1.09/100                                    24,426            $11.04       Apr. 02    1-2 yr.
                                                                              30,840            $13.20       Jul. 03    1-5 yr.
                                                                              23,430             $8.12       Jan. 00    1-5 yr.

598 Gibraltar Drive,               $44,875            1        45,090         45,090            $10.44       Apr. 01    1-5 yr.
    Milpitas                     $1.10/100

350 East Plumeria Drive,          $137,918            1       142,700        142,700            $15.00       Apr. 05    1-5 yr.
    San Jose                     $1.08/100

Auburn Court, Fremont              $50,142            4        68,030         15,755            $10.56       Apr. 99    1-3 yr.
                                 $1.06/100                                    16,095            $13.80       Jul. 01    1-5 yr.
                                                                              12,060            $12.60       Apr. 03       None
                                                                              12,060             $7.20       Jul. 00       None
47650 Westinghouse Drive,          $15,515            1        24,030         24,030             $9.60       Sep. 04       None
    Fremont                      $1.06/100

417 Eccles,                        $13,114            1        24,624         24,624             $7.68       Jul. 08       None
    South San Francisco          $1.03/100           

410 Allerton,                      $25,383            1        46,050         46,050             $6.60       Apr. 01       None
    South San Francisco          $1.03/100

400 Grandview,                     $79,040            4       107,004         21,841             $7.80       Dec. 03       None
    South San Francisco          $1.03/100                                    43,642             $7.70       Jul. 02    1-5 yr.
                                                                              18,789             $7.05        May 04       None
                                                                              18,864             $6.60       Jan. 03       None

342 Allerton,                      $53,290            4        69,312         19,751             $7.20       Mar. 00       None
    South San Francisco          $1.03/100                                     9,720             $8.74       Mar. 02       None
                                                                              30,953             $7.28         M-T-M       None
                                                                               8,888             $9.36       Aug. 02       None

301 East Grand,                    $32,929            3        57,846         26,240             $7.80       Jun. 03       None
    South San Francisco          $1.03/100                                    14,400             $5.52       Oct. 99       None  
                                                                              17,206             $4.68       Dec. 03       None

Fourier Avenue, Fremont           $118,423            1       104,400        104,400             $8.99       Apr. 04       None
                                 $1.06/100

Lundy Avenue, San Jose             $60,020            1        60,428         49,342             $7.02       Dec. 98    1-5 yr.
                                 $1.09/100

115 Mason Circle, Concord          $18,538            5        35,000          5,833             $5.31       Jan. 00       None
                                 $1.03/100                                     5,832             $6.55       Dec. 98    1-3 yr.
                                                                               8,154             $7.20       Aug. 02       None
                                                                               7,296             $7.20       Nov. 98    1-3 yr.
                                                                               7,885             $6.36       Apr. 99       None

47600 Westinghouse Drive,          $17,800            1        24,030         24,030            $10.56       Oct. 03    1-3 yr.
     Fremont                     $1.06/100

860-870 Napa Valley Corporate      $82,667            3        67,775         13,111            $10.05       Dec. 00    1-5 yr.
     Way, Napa                   $1.03/100                                     7,558            $10.19       Sep. 01       None
                                                                               8,474             $9.96       Dec. 99       None

47633 Westinghouse Drive,          $53,524            1        50,088         50,088            $11.83       Oct. 03    1-3 yr.
     Fremont                     $1.06/100

47513 Westinghouse Drive,          $14,495            2        65,385         35,132            $14.76       Feb. 05    1-5 yr.
     Fremont                     $1.06/100                                    30,253            $13.80       Feb. 04    1-5 yr.

Bordeaux Centre, Napa             $104,379            2       150,000         22,075             $7.38       Nov. 07    2-5 yr.
                                 $1.03/100                                    16,076             $7.07       Nov. 07    1-5 yr.

O'Toole Business Center,          $117,218            0       122,320            N/A               N/A           N/A        N/A
    San Jose                     $1.09/100

Doherty Avenue, Modesto            $55,734            1       251,308        251,308             $1.89       Dec. 06       None
                                 $1.06/100                          

6500 Kaiser Drive, Fremont        $155,400            1        78,611         78,611             $9.00       Sep. 04    2-5 yr.
                                 $1.06/100

Bedford Fremont Business Center,
    Fremont                       $205,403            1       146,509         71,532            $14.28       Jul. 03    1-3 yr.
                                 $1.06/100

Spinnaker Court, Fremont          $161,212            2        98,500         69,230             $8.10       Mar. 00       None
                                 $1.06/100                                    29,270             $8.59       Mar. 00       None

2277 Pine View Way,               $115,103            1       120,480        120,480             $6.91       Mar. 07    2-5 yr.
    Petaluma                     $1.09/100                     

The Mondavi Building, Napa        $133,256            1       120,157        120,157             $4.92       Sep. 12    1-5 yr.  
                                 $1.03/100

Monterey Commerce                  $22,667            1        28,020         28,020             $14.64      Dec. 00    1-3 yr.
    Center 2, Monterey           $1.00/100           

Monterey Commerce                  $22,367            3        24,240          3,817             $13.68      Jul. 01    1-5 yr.
    Center 3, Monterey           $1.00/100                                     3,050             $12.96      Nov. 00    2-3 yr.  
                                                                              17,373             $15.96      Oct. 00       None

Parkpoint Business Center,         $64,350            3        67,869          8,767             $14.40      Oct. 02    1-5 yr.
    Santa Rosa                   $1.08/100                                     7,894             $14.74      Oct. 01    1-5 yr.
                                                                              17,505             $14.40      Mar. 03    1-5 yr.
     
2180 McDowell, Petaluma            $15,841            2        43,083         35,014              $8.55      Apr. 06    3-5 yr.
                                 $1.09/100                                     8,069              $7.56      Jul. 05       None

2190 S. McDowell, Petaluma         $12,029            2        32,719         17,131              $8.45      Mar. 04    1-5 yr.
                                 $1.09/100                                    15,588              $7.90      Apr. 06    2-5 yr.

Southern California
Dupont Industrial Center,         $205,668            1       451,192        183,244              $2.88      Jan. 07    2-5 yr.
    Ontario                      $1.04/100

3002 Dow Business Center,         $184,992            0       192,125            N/A                N/A          N/A        N/A
    Tustin                       $1.02/100

Carroll Tech I,                    $21,408            1        21,936         21,936              $3.17      Nov. 05    2-3 yr.
    San Diego                    $1.12/100           

Vista 1, Vista                     $34,012            0        42,508            N/A                N/A          N/A        N/A  
                                 $1.04/100

Vista 2, Vista                     $50,781            1        47,550         47,550              $6.88      Sep. 01    2-5 yr.
                                 $1.04/100

Signal Systems Building,           $97,422            1       109,780        109,780             $10.20      Aug. 06       None
    San Diego                    $1.02/100

Carroll Tech II,                   $34,933            1        37,586         37,586             $12.00      Dec. 01       None
    San Diego                    $1.11/100           

2230 Oak Ridge Way,                $36,381            1        44,063         44,063              $6.36      Aug. 04    2-5 yr.
    Vista                        $1.01/100

5502 Oberlin Drive,                $13,304            1        20,771         20,771              $9.96      Mar. 03    1-5 yr.
    San Diego                    $1.11/100

6960 Flanders Drive,               $19,049            1        33,144         33,144              $9.60       May 03    1-5 yr.
    San Diego                    $1.11/100

Greater Kansas City Area
Ninety Ninth Street #3,            $51,275            2        50,000         13,000              $7.35      Dec. 03    1-5 yr.
    Lenexa                       $1.01/100                                    31,250              $5.38       May 03       None

Lackman Business Center,           $54,806            3        45,956          5,510             $13.00      Jan. 01    1-3 yr.
    Lenexa                       $1.01/100                                     5,132              $9.97       May 01       None
                                                                               5,320              $7.95      Jun. 99       None

Ninety-Ninth Street #1,            $40,627            2        35,516         19,019              $8.33      Sep. 00    1-3 yr.
    Lenexa                       $1.01/100                                    13,305              $7.25      Oct. 02       None

Ninety-Ninth Street #2,            $23,674            1        12,974         12,974              $8.62      Oct. 04       None
    Lenexa                       $1.01/100

Ninety Ninth Street #4,            $74,698            3        68,831         19,540              $5.75      Feb. 01    1-3 yr.
    Lenexa                       $1.01/100                                    19,316              $5.85      Feb. 03    1-3 yr.
                                                                              14,751              $7.37      Sep. 02       None

Panorama Business Center,         $111,956            2       103,457         12,491              $5.95      Jul. 01       None
    Kansas City                  $9.28/100                                    12,951              $5.15      Feb. 01       None

17725 W. 85th Street,             $108,997            1       171,642        171,642              $3.20      Nov. 01    1-5 yr.
    Lenexa                       $1.01/100

Colorado
Bryant Street Quad, Denver         $82,173            3       155,536         17,440              $4.25      Apr. 02       None
                                 $8.08/100                                    20,726              $3.30      Feb. 01    1-5 yr.
                                                                              16,055              $3.80      Feb. 02    1-3 yr.

Bryant Street Annex, Denver        $29,241            2        55,000         42,148              $4.25      Nov. 00    3-1 yr.
                                 $8.08/100                                    12,852              $3.90      Mar. 00       None

Greater Portland Area
Twin Oaks Technology Center,       $63,292            3        95,519         11,460              $5.76      Nov. 01       None
    Beaverton                    $1.44/100                                    10,069              $5.96          N/A       None
                                                                               9,732              $9.36      Feb. 03    1-5 yr.

Twin Oaks Business Park,           $40,466            4        66,339          7,633              $9.60      Nov. 02       None
    Beaverton                    $1.44/100                                     6,702              $9.00      Feb. 00       None
                                                                              14,522             $10.67      Jul. 99    1-3 yr.
                                                                              11,475              $7.84      Oct. 00    1-3 yr.

Arizona
Westech Business Center,           $82,013            0       143,940            N/A                N/A          N/A        N/A
    Phoenix                     $13.30/100

Westech II, Phoenix                $67,798            3        80,878         14,615              $8.52      Oct. 04       None
                                 $9.18/100                                    11,819              $8.97      Nov. 02    1-2 yr.
                                                                              11,739              $7.80      Nov. 02    1-2 yr.

2601 W. Broadway, Tempe            $54,535            1        44,244         44,244              $7.14      Jan. 07    2-5 yr.
                                $12.89/100

Phoenix Airport Center #2,         $55,305            1        35,768         35,768              $7.20      Aug. 01       None
    Phoenix                     $13.31/100           

Phoenix Airport Center #3,         $47,307            1        55,122         55,122              $6.36      Jul. 01       None
    Phoenix                     $13.31/100           

Phoenix Airport Center #4,         $28,053            1        30,504         30,504              $7.80      Jun. 00       None
    Phoenix                     $13.31/100           

Phoenix Airport Center #5,         $70,795            1        60,000         60,000              $8.68      Sep. 02       None
    Phoenix                     $13.31/100

Butterfield Business Center,       $77,194            3        95,746         50,000              $7.92      Aug. 04    3-5 yr.
    Tucson                      $12.42/100                                    14,982              $2.60      Aug. 04    2-5 yr.
                                                                              22,002              $8.61      Jun. 01       None

Cimarron Business Park,           $129,369            2        94,800         13,800              $9.93      Mar. 04       None
    Scottsdale                  $12.76/100                                     9,510              $8.76      Sep. 00    1-4 yr.

Expressway Corporate Center     $63,377.80            1        79,331         40,528              $8.10      Mar. 03       None
                                $12.75/100

Texas
Ferrell Drive, Dallas              $42,408            5        68,580         11,430              $4.50      Jan. 00    1-5 yr.
                                 $8.73/100                                    11,430              $4.50        M-T-M       None
                                                                              11,430              $4.20      Feb. 00       None
                                                                              11,430              $4.50      Jul. 01    1-5 yr.
                                                                              11,430              $4.50      Apr. 99    1-3 yr.

Austin Braker 2,                   $33,263            3        27,322         16,522              $9.00      Jan. 03    1-3 yr.
    Austin                       $2.51/100                                     5,400              $7.92      Jan. 00       None
                                                                               5,400              $9.00      Feb. 03       None

Austin Rutland 10,                 $50,208            5        54,000          7,200              $6.96      Nov. 01    2-3 yr.
    Austin                       $2.51/100                                     7,200              $6.84       May 00       None
                                                                               7,200              $5.40      Sep. 02       None
                                                                               7,200              $7.20      Aug. 99       None
                                                                              14,400              $5.40      Dec. 02       None

Austin Southpark A, B, and C,      $95,019            4        78,276         13,550              $8.52      Apr. 01    2-3 yr.
    Austin                       $2.51/100                                    11,957              $7.32      Feb. 00       None
                                                                               9,813              $8.64      Jun. 99       None
                                                                               8,100              $8.64       May 03    1-5 yr.

SUBURBAN OFFICE PROPERTIES
Northern California
Village Green, Lafayette           $26,025            2        16,795          2,119             $22.33      Aug. 99       None
                                 $1.14/100                                    11,062             $24.12      Mar. 05       None

100 View Street,                   $58,665            3        42,141          5,490             $20.88      Jul. 01    1-5 yr.
    Mountain View                $1.08/100                                    12,112             $18.60      Mar. 99    1-3 yr.
                                                                               9,875             $23.09      Oct. 00       None

Canyon Park,                       $65,612            2        57,667         48,265             $15.68      Feb. 00       None
    San Ramon                    $1.07/100                                     9,402             $20.32      Jan. 03       None

Monterey Commerce Center 1,        $61,307            4        50,031          5,809             $20.64      Aug. 99       None
    Monterey                     $1.00/100                                     7,000             $18.96      Mar. 03    1-5 yr.
                                                                              16,088             $19.80      Jul. 03    1-5 yr.
                                                                               5,046             $19.80      Sep. 99    1-5 yr.

3880 Cypress Dr.,                  $20,584            1        35,100         35,100             $13.08       May 07    1-5 yr.
    Santa Rosa                   $1.09/100
                                               
Southern California
Laguna Hills Square, Laguna        $65,191            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             $18.84      Jun. 02    2-3 yr.

Carroll Tech III, San Diego        $23,045            1        29,307         29,307              $8.52      Dec. 98    1-5 yr.
                                 $1.11/100

Scripps Wateridge, San Diego      $182,552            2       123,853         49,295             $11.85      Jul. 06    1-5 yr.
                                 $1.11/100                                    74,558             $12.98      Aug. 05    2-3 yr.

Greater Kansas City Area
6600 College Blvd.,               $174,815            1        79,316         62,441             $11.80      Dec. 99       None
    Overland Park               $11.23/100

Didde Building,                    $48,745            3        20,168         10,962             $19.50      Jan. 08    1-5 yr.
    Overland Park               $11.23/100                                     3,667             $15.75      Jan. 02       None
                                                                               2,132             $17.50      Mar. 01       None

Colorado
Oracle Building, Denver           $261,122            2        90,712         10,043             $18.00      Aug. 11      4 yr.
                                $13.32/100                                    77,090             $24.00      Sep. 03       None

Texaco Building, Denver           $528,534            1       237,055        237,055             $18.05      Jan. 05    2-5 yr.
                                $10.56/100

Salt Lake City
Woodlands Tower II,               $131,142            2       114,352         54,500             $16.44      Feb. 02    1-5 yr.
    Salt Lake City               $1.18/100                                    17,797             $17.50      Jan. 01    1-3 yr.

Arizona
Executive Center at Southbank,    $165,326            4       140,157         38,106              $9.45      Apr. 02    1-5 yr.
    Phoenix                     $17.68/100                                    17,910              $8.20      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           $105,641            1        52,000         52,000             $10.00      Oct. 01       None
                                $16.90/100

Phoenix Airport Center #1,         $32,785            5        32,460         11,990             $10.95      Aug. 00       None
    Phoenix                     $13.31/100                                     4,527             $15.00      Mar. 01       None
                                                                               4,449             $17.55      Dec. 02       None
                                                                               4,041             $18.33      Jul. 01       None
                                                                               4,502             $12.00      Aug. 00       None
                                                         
Cabrillo Executive Center,        $113,989            2        60,321         12,400             $17.50      Aug. 01    1-5 yr.
    Phoenix                     $13.95/100                                    18,267             $17.00      Dec. 99    1-5 yr.

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            1       334,255        334,255              $9.35      Feb. 04       None
                                 $1.32/100                                               

Adobe Systems Bldg. 1,             $22,738            1       161,117        161,117             $15.53      Jul. 10    2-5 yr.
    Seattle                      $1.22/100

Adobe Systems Bldg. 2,             $11,063            1       136,111         93,211             $15.53      Jul. 10    2-5 yr.
    Seattle                      $1.22/100                               

Texas
9737 Great Hills Trail,           $241,500            1        82,680         82,680             $18.00      Dec. 01    1-5 yr.
    Austin                       $2.51/100

Nevada
U.S. Bank Centre, Reno            $122,061            1       104,324         37,820             $17.48      Apr. 00    2-5 yr.
                                 $3.41/100
</TABLE>







Average Base 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.
 
                 Average Base Rent                          Average Base 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                                     350 East Plumeria Drive
     1994                    $8.35              1994                      N/A 
     1995                    $4.95              1995                    $7.80
     1996                    $6.64              1996                    $7.80
     1997                    $6.84              1997                    $8.40
     1998                    $6.84              1998                   $15.00
 
Building #8 at Contra Costa
Diablo                                     Auburn Court
     1994                    $7.81              1994                      N/A
     1995                    $6.00              1995                    $6.54 
     1996                    $6.00              1996                    $6.78 
     1997                    $6.00              1997                    $7.80
     1998                    $6.00              1998                   $10.62 

Building #18 at Mason Industrial
Park                                       47650 Westinghouse Drive 
     1994                    $6.95              1994                      N/A 
     1995                    $6.63              1995                    $5.52
     1996                    $6.78              1996                    $5.52
     1997                    $6.88              1997                    $9.00
     1998                    $6.93              1998                    $9.60 

Milpitas Town Center                       417 Eccles 
     1994                    $7.11              1994                      N/A
     1995                    $7.35              1995                    $5.71
     1996                    $8.03              1996                    $6.01
     1997                    $8.90              1997                    $6.36
     1998                   $10.69              1998                    $7.68

598 Gibraltar Drive                        410 Allerton
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                    $5.16
     1996                    $9.48              1996                    $5.16
     1997                    $9.48              1997                    $5.16
     1998                   $10.44              1998                    $6.60

<PAGE>
                 Average Base Rent                          Average Base Rent
                         ($/Sq/Yr)                                  ($/Sq/Yr)
Properties          At End of Year         Properties          At End of Year


INDUSTRIAL PROPERTIES(continued):

400 Grandview                              47600 Westinghouse Drive
     1994                      N/A              1994                      N/A
     1995                    $7.49              1995                      N/A
     1996                    $7.53              1996                    $5.94
     1997                    $7.03              1997                   $10.20
     1998                    $7.50              1998                   $10.56

342 Allerton                               860-870 Napa Valley Corporate
     1994                      N/A              1994                      N/A
     1995                    $6.88              1995                      N/A
     1996                    $7.18              1996                    $9.44
     1997                    $7.57              1997                    $8.86
     1998                    $7.73              1998                    $9.48

301 East Grand                             47633 Westinghouse Drive
     1994                      N/A              1994                      N/A
     1995                    $5.92              1995                      N/A
     1996                    $5.57              1996                   $11.37
     1997                    $5.58              1997                   $11.60
     1998                    $6.30              1998                   $11.83

Fourier Avenue                             47513 Westinghouse Drive
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                    $8.99              1996                      N/A
     1997                    $8.99              1997                      N/A
     1998                    $8.99              1998                   $14.32

Lundy Avenue                               Bordeaux Centre
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                    $7.09              1996                      N/A
     1997                    $7.09              1997                      N/A
     1998                    $7.36              1998                    $7.33

115 Mason Circle                           O'Toole Business Center
     1994                      N/A              1994                      N/A 
     1995                      N/A              1995                      N/A 
     1996                    $6.05              1996                    $8.75 
     1997                    $6.22              1997                   $10.31 
     1998                    $6.59              1998                   $13.81 


<PAGE>
                 Average Base Rent                          Average Base Rent 
                         ($/Sq/Yr)                                  ($/Sq/Yr)
Properties          At End of Year         Properties          At End of Year


INDUSTRIAL PROPERTIES (continued):

Doherty Avenue                             Monterey Commerce Center 2
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                    $1.87              1996                      N/A
     1997                    $1.88              1997                   $14.16
     1998                    $1.89              1998                   $14.64
 
6500 Kaiser Drive                          Monterey Commerce Center 3
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                      N/A              1996                      N/A
     1997                    $9.00              1997                   $14.70
     1998                    $9.60              1998                   $15.22
 
Bedford Fremont Business Center            Parkpoint Business Center
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                      N/A              1996                      N/A
     1997                   $11.93              1997                      N/A
     1998                   $14.63              1998                   $15.19

Spinnaker Court                            2180 S. McDowell
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                      N/A              1996                      N/A
     1997                    $8.01              1997                      N/A
     1998                    $8.25              1998                    $8.37

2277 Pine View Way                         2190 S. McDowell
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                      N/A              1996                      N/A
     1997                    $6.91              1997                      N/A
     1998                    $6.91              1998                    $8.19

The Mondavi Building
     1994                      N/A
     1995                      N/A
     1996                      N/A
     1997                    $4.92
     1998                    $4.92

<PAGE>
                 Average Base Rent                          Average Base Rent
                         ($/Sq/Yr)                                  ($/Sq/Yr)
Properties          At End of Year         Properties          At End of Year

INDUSTRIAL PROPERTIES (continued):
Southern California

Dupont Industrial Center                   Signal Systems Building  
     1994                    $3.07              1994                      N/A
     1995                    $3.17              1995                      N/A
     1996                    $3.53              1996                    $7.80 
     1997                    $3.40              1997                    $8.11 
     1998                    $3.44              1998                   $10.20 

3002 Dow Business Center                   Carroll Tech II
     1994                      N/A              1994                      N/A
     1995                    $8.88              1995                      N/A
     1996                    $8.55              1996                      N/A
     1997                    $8.32              1997                   $11.52
     1998                    $8.86              1998                   $12.00

Carroll Tech I                             2230 Oak Ridge Way
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                   $10.35              1996                      N/A
     1997                   $11.93              1997                      N/A
     1998                    $3.17              1998                    $6.49

Vista 1                                    5502 Oberlin Drive
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                    $5.16              1996                      N/A
     1997                    $0.00**            1997                      N/A
     1998                    $0.00              1998                    $9.96

Vista 2                                    6960 Flanders Drive
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                    $6.36              1996                      N/A
     1997                    $6.61              1997                      N/A
     1998                    $6.88              1998                    $9.60

**Bankruptcy



          <PAGE>
                 Average Base Rent                          Average Base Rent
                         ($/Sq/Yr)                                  ($/Sq/Yr)
Properties          At End of Year         Properties          At End of Year

INDUSTRIAL PROPERTIES (continued):

Greater Kansas City Area
Ninety-Ninth Street #3                     Ninety-Ninth Street #4
     1994                    $5.86              1994                      N/A
     1995                    $5.86              1995                      N/A
     1996                    $5.30              1996                      N/A
     1997                    $6.08              1997                      N/A
     1998                    $6.14              1998                    $6.16

Lackman Business Center                    Panorama Business Center
     1994                      N/A              1994                      N/A
     1995                    $8.36              1995                      N/A
     1996                    $8.59              1996                    $6.54
     1997                    $8.77              1997                    $6.70
     1998                    $9.36              1998                    $6.87

Ninety-Ninth Street #1                     17725 W. 85th Street
     1994                      N/A              1994                      N/A
     1995                    $7.96              1995                      N/A
     1996                    $8.32              1996                      N/A
     1997                    $7.72              1997                    $3.11
     1998                    $7.89              1998                    $3.20

Ninety-Ninth Street #2  
     1994                      N/A
     1995                    $7.56
     1996                    $8.62
     1997                    $8.62
     1998                    $8.62


Colorado

Bryant Street Quad                         Bryant Street Annex
     1994                      N/A              1994                      N/A
     1995                    $3.09              1995                    $4.02
     1996                    $3.39              1996                    $3.93
     1997                    $3.82              1997                    $4.09
     1998                    $3.96              1998                    $4.17


<PAGE>
                 Average Base Rent                          Average Base 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
     1994                      N/A              1994                      N/A
     1995                    $7.27              1995                    $7.75
     1996                    $7.32              1996                    $8.35
     1997                    $7.67              1997                    $8.86
     1998                    $7.78              1998                    $8.87

Arizona

Westech Business Center                    Phoenix Airport Center #4
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                    $8.85              1996                      N/A
     1997                    $9.44              1997                    $7.20
     1998                    $9.99              1998                    $7.80

Westech II                                 Phoenix Airport Center #5
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                      N/A              1996                      N/A
     1997                      N/A              1997                    $7.21
     1998                    $8.86              1998                    $8.68

2601 W. Broadway                           Butterfield Business Center
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                      N/A              1996                      N/A
     1997                    $7.14              1997                    $7.08
     1998                    $7.14              1998                    $7.11

Phoenix Airport Center #2                  Cimarron Business Park
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                      N/A              1996                      N/A
     1997                    $7.20              1997                      N/A
     1998                    $7.20              1998                    $8.94

Phoenix Airport Center #3                  Expressway Corporate Center
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                      N/A              1996                      N/A
     1997                    $6.36              1997                      N/A
     1998                    $6.36              1998                    $8.21

<PAGE>
                 Average Base Rent                          Average Base Rent
                         ($/Sq/Yr)                                  ($/Sq/Yr)
Properties          At End of Year         Properties          At End of Year

INDUSTRIAL PROPERTIES(continued):
Texas
Ferrell Drive                              Austin Rutland 10
     1994                     N/A               1994                      N/A
     1995                     N/A               1995                      N/A
     1996                     N/A               1996                      N/A
     1997                   $4.55               1997                      N/A
     1998                   $4.62               1998                    $6.54

Austin Braker 2                            Austin Southpark A, B and C
     1994                     N/A               1994                      N/A
     1995                     N/A               1995                      N/A
     1996                     N/A               1996                      N/A
     1997                     N/A               1997                      N/A
     1998                   $8.79               1998                    $8.38

SUBURBAN OFFICE PROPERTIES:
Northern California

Village Green                              Monterey Commerce Center 1 
     1994                  $20.85               1994                      N/A
     1995                  $18.23               1995                      N/A
     1996                  $19.99               1996                      N/A
     1997                  $23.24               1997                   $20.12
     1998                  $23.70               1998                   $19.78

100 View Street                            3880 Cypress Drive
     1994                     N/A               1994                      N/A
     1995                     N/A               1995                      N/A
     1996                  $18.82               1996                      N/A
     1997                  $20.10               1997                      N/A
     1998                  $21.72               1998                   $13.08

Canyon Park
     1994                     N/A
     1995                     N/A
     1996                     N/A
     1997                  $15.92
     1998                  $16.44

<PAGE>
                 Average Base Rent                          Average Base Rent
                         ($/Sq/Yr)                                  ($/Sq/Yr)
Properties          At End of Year         Properties          At End of Year

SUBURBAN OFFICE PROPERTIES(continued):
Southern California

Laguna Hills Square                        Scripps Wateridge
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                   $25.38              1996                      N/A
     1997                   $23.90              1997                   $11.41
     1998                   $24.79              1998                   $12.53

Carroll Tech III
     1994                      N/A
     1995                      N/A
     1996                      N/A
     1997                    $8.52
     1998                    $8.52

Greater Kansas City Area
6600 College Boulevard                     Didde Building
     1994                      N/A              1994                      N/A
     1995                   $12.01              1995                      N/A
     1996                   $11.99              1996                      N/A
     1997                   $12.28              1997                      N/A
     1998                   $12.35              1998                   $18.25

Colorado
Oracle Building                            Texaco Building
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                      N/A              1996                      N/A
     1997                   $23.37              1997                      N/A
     1998                   $23.34              1998                   $18.05

Salt Lake City
Woodlands Tower II 
     1994                   $14.47
     1995                   $14.25
     1996                   $14.58
     1997                   $15.86
     1998                   $16.75

<PAGE>
                 Average Base Rent                          Average Base Rent
                         ($/Sq/Yr)                                  ($/Sq/Yr)
Properties          At End of Year         Properties          At End of Year

Arizona
Executive Center at Southbank              Phoenix Airport Center #1
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                      N/A              1996                      N/A
     1997                    $9.23              1997                   $13.81
     1998                    $9.46              1998                   $13.69

Troika Building                            Cabrillo Executive Center
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                      N/A              1996                      N/A
     1997                    $9.00              1997                      N/A
     1998                   $10.00              1998                   $16.64

Greater Seattle Area
Kenyon Center                              Adobe Systems Bldg. 1      
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                   $11.61              1996                      N/A
     1997                   $11.61              1997                      N/A
     1998                   $11.61              1998                   $15.53

Orillia Office Park                        Adobe Systems Bldg. 2
     1994                      N/A              1994                      N/A
     1995                      N/A              1995                      N/A
     1996                      N/A              1996                      N/A
     1997                    $9.35              1997                      N/A
     1998                    $9.35              1998                   $22.04

Texas
9737 Great Hills Trail
     1994                      N/A
     1995                      N/A
     1996                      N/A
     1997                   $18.00
     1998                   $18.00

Nevada
U. S. Bank Centre
     1994                      N/A
     1995                      N/A
     1996                      N/A
     1997                   $18.59
     1998                   $18.76


<PAGE>
Tax Information

The following table sets forth tax information of the Company's real
estate investments at December 31, 1998, 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                                      3,784          3.18%          Straight Line        31.5
                                                       109,201          2.56%          Straight Line        39.0
                                                       112,985

Southern California                                     35,790          2.56%          Straight Line        39.0

Greater Kansas City Area                                 2,132          3.18%          Straight Line        31.5
                                                        14,286          2.56%          Straight Line        39.0
                                                        16,418

Colorado                                                 3,283          2.56%          Straight Line        39.0

Greater Portland Area                                    8,540          2.56%          Straight Line        39.0

Arizona                                                 27,199          2.56%          Straight Line        39.0

Texas                                                   11,015          2.56%          Straight Line        39.0
                 
Total depreciable assets for industrial properties     215,230

SUBURBAN OFFICE PROPERTIES

Northern California                                     17,667          2.56%          Straight Line        39.0

Southern California                                     18,114          2.56%          Straight Line        39.0

Greater Kansas City Area                                 5,451          2.56%          Straight Line        39.0

Colorado                                                45,260          2.56%          Straight Line        39.0

Salt Lake City                                           6,553          2.56%          Straight Line        39.0

Arizona                                                 26,198          2.56%          Straight Line        39.0

Greater Seattle Area                                    78,801          2.56%          Straight Line        39.0

Texas                                                    7,089          2.56%          Straight Line        39.0

Nevada                                                  10,533          2.56%          Straight Line        39.0


                               
Total depreciable assets for 
   suburban office properties                          215,666
                  
                                                       430,896
</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 Stock Exchange
and the Pacific Exchange under the symbol "BED."  As of December 31,
1998 the Company had 869 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 1997 and 1998. 

                                                                Dividend
                                    High       Low              Per Share

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

1998 
   First Quarter                    $22        $19 3/16            $.30
   Second Quarter                   $20        $17 7/16            $.33
   Third Quarter                    $20 1/8    $15                 $.33
   Fourth Quarter                   $18 3/4    $15 3/4             $.36




Credit Facility

In June 1998, the Company amended and restated its secured revolving
credit facility with Bank of America.  Under this facility, which
matures June 15, 2001, the Company can borrow up to $175 million on a
secured basis.  The facility contains an unsecured sub-line of $50
million.  Secured loans bear interest at a floating rate equal to
either the lender's published "reference rate" or LIBOR plus a margin
ranging from 1.10% to 1.35% (depending on leverage levels).  The
interest rate of the unsecured loans is either the lender's published
"reference rate" or LIBOR plus a margin of 1.50%.  The credit facility
contains various restrictive covenants including, among other things,
a covenant limiting quarterly dividends to 95% of average Funds From
Operations.  During the first quarter of 1999, the Company entered
into discussions with Bank of America regarding a bridge facility of
$28 million.  This facility would consist of secured loans, bear the
same interest rates as the secured loans under the $175 million
facility and have a six-month term with the option to extend for
another six months. 

<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): 
                                
        (in thousands of dollars, except per share data) 
<TABLE>
<S>                                  <C>            <C>            <C>            <C>            <C>
                                          1998           1997           1996           1995           1994 


Operating Data:                                          
   Rental income                      $  73,451      $  46,377      $  27,541      $  11,695      $  9,154 
   Net income                            31,496         31,291         11,021          2,895         3,609 
   Net income applicable
       to common stockholders            31,496         27,791          6,516          1,607         3,609 

   Per common share -
   assuming dilution          
       Income before gain or loss 
       on sale of real estate
       investments                    $    1.38      $    1.23      $    1.09      $    1.14      $   0.79 
   
       Net income                     $    1.38      $    1.94      $    1.14      $    0.52      $   1.17 

Balance Sheet Data:                                           
   Real estate investments            $ 581,458      $ 423,086      $ 224,501      $ 128,964      $ 55,053 
   Bank loan payable                    147,443          8,216         46,097         43,250        22,400 
   Mortgage loans payable                80,116         60,323         51,850           -             - 
                                                                    
   Redeemable preferred shares             -              -            50,000         50,000          -  
   Common and other 
       stockholders' equity             347,589        346,426         73,756         32,435        36,932 

Other Data:                                         
   Net cash provided by 
       operating activities           $  38,949      $  25,041      $  14,378      $   4,898      $  2,716 
   Net cash used by
           investing activities         168,018        180,358         96,964         73,259        19,720 
   Net cash provided by
           financing activities         128,994        155,350         82,887         64,655        16,807 
 
   Funds From Operations(1)              42,312         25,582         13,645          5,021         3,622
                                                                   
   Dividends declared per share       $    1.32      $    1.13      $    1.00      $    0.82      $   0.71 
</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, sales of property, and non-recurring items, 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 REITs 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 sections entitled
"Potential Factors Affecting Future Operating Results" and "Market Risk"
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 properties as follows:

                        1998                  1997                    1996
<TABLE>
<S>              <C>           <C>         <C>           <C>           <C>           <C>
                  Number of     Square      Number of     Square        Number of     Square
                  Properties     Feet       Properties     Feet         Properties     Feet   
Acquisitions
     Industrial       10         531,000        13        1,091,000         13        1,251,000 
     Office            6         650,000        13        1,199,000          3          189,000 
                      16       1,181,000        26        2,290,000         16        1,440,000 
Development
     Industrial     -               -            4          365,000          1           45,000 
Sales
    Industrial      -               -            -             -             2          186,000 
     Office         -               -            2          213,000          -             -  
    
     Retail         -               -            1           84,000          -             -    
                    
                    -               -            3          297,000          2          186,000 
</TABLE>
Comparison of 1998 to 1997
Income from Property Operations
Income from property operations (defined as rental income less rental
expenses) increased $16,108,000 or 54% in 1998 compared with 1997.  This
is due to an increase in rental income of $27,074,000 offset by an
increase in rental expenses (which include operating expenses, real
estate taxes and depreciation and amortization) of $10,966,000.

The increase in rental income and expenses is primarily attributable to
the acquisition and development of real estate investments during 1998
and 1997.  This acquisition and development activity increased rental
income and rental expenses in 1998 by $24,964,000 and $10,133,000,
respectively, as compared to 1997.  The remaining increase in rental
income of $5,226,000 is due primarily to overall increases in property
rental rates, while the remaining increase in rental expenses of
$2,113,000 is due primarily to increases in property tax assessments,
landscaping costs and other property operating expenses.  These increases
were partially offset by the sales of two office properties and one
retail property in 1997, which resulted in a reduction in rental income
and rental expenses in 1998 of $3,116,000 and $1,280,000, respectively,
as compared to 1997.

Expenses
Interest expense, which includes amortization of loan fees, increased
$3,246,000 or 41% in 1998 compared with 1997.  The increase is
attributable to the Company's higher level of borrowings to finance the
acquisition and development of properties in 1998, and higher financing
costs incurred in connection with its credit facility and mortgage loans. 
The amortization of loan fees was $1,013,000 and $816,000 for 1998 and
1997, respectively.  General and administrative expense increased
$1,049,000 or 45% from $2,337,000 in 1997 to $3,386,000 in 1998.  The
1998 general and administrative expenses included costs of $434,000
related to the Company exploring strategic alternatives including selling
its portfolio of properties.  Such discussions were terminated in the
fourth quarter of 1998.  Excluding these costs, general and
administrative expenses increased 26% in 1998 compared with 1997,
primarily the result of managing a larger real estate portfolio.  The
1997 general and administrative expenses included $250,000 alternative
minimum tax expense the Company incurred on the retention and
reinvestment of gains on property sales.

Gain on Sale
In July 1997, the Company sold two of its Southern California office
properties for a combined sales 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. 

Dividends
The 1998 quarterly dividend declared for each share of common stock was
$0.30 for the first quarter, $0.33 for the second  and third quarters,
and $0.36 for the fourth quarter.  Consistent with the Company's policy,
dividends are paid in the quarter after the quarter in which they are
declared. 

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 in 1997
by $21,545,000 and $7,055,000, respectively, as compared to 1996.  This
increase 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 in 1997 of
$3,256,000 and $1,779,000, respectively, as compared to 1996.

Expenses
Interest expense, which includes amortization of loan fees, increased
$3,571,000 or 82% 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% in 1997 compared with 1996, as a result of managing a larger real
estate portfolio and as a result of the $250,000 alternative minimum tax
expense the Company incurred in 1997 on the retention and reinvestment
of gains on property sales.

Gain on Sale
In July 1997, the Company sold two of its Southern California office
properties for a combined sales 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.  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
The 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 the quarter in which they are
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.

Financial Condition 
 
Total assets of the Company at December 31, 1998 increased by
$164,421,000 compared with December 31, 1997, primarily as a result of
an increase in real estate investments of $167,910,000.  Total
liabilities at December 31, 1998 increased by $163,386,000 compared with
December 31, 1997, primarily as a result of the increase in bank and
mortgage loan borrowings made in support of property acquisitions and
development.

Liquidity and Capital Resources 
 
In June 1998, the Company amended and restated its secured revolving
credit facility with Bank of America.  Under this facility, which matures
June 15, 2001, the Company can borrow up to $175 million on a secured
basis.  The facility contains an unsecured sub-line of $50 million. 
Secured loans bear interest at a floating rate equal to either the
lender's published "reference rate" or LIBOR plus a margin ranging from
1.10% to 1.35%.  The interest rate of the unsecured loans is either the
lender's published "reference rate" or LIBOR plus a margin of 1.50%.  As
of December 31, 1998, the Company was in compliance with the covenants
and requirements of its revolving credit facility which had an
outstanding balance of $147,443,000 and an effective interest rate of
6.48%.  During the first quarter of 1999, the Company entered into
discussions with Bank of America regarding a bridge facility of $28
million.  This facility would consist of secured loans, bear the same
interest rates as the secured loans under the $175 million facility and
have a six-month term with the option to extend for another six months. 

The Company anticipates that the cash flow generated by its real estate
investments and funds available under the above credit facility will be
sufficient to meet its short-term liquidity requirements.

During the twelve months ended December 31, 1998, the Company's operating
activities provided cash flow of $38,949,000.  Investing activities
utilized cash of $168,018,000 for real estate acquisitions.  Financing
activities provided net cash flow of $128,994,000 consisting of the
proceeds from bank borrowings and mortgage loans of $179,181,000 and net
proceeds from the exercise of stock options of $1,367,000, offset by
repayment of bank borrowings and mortgage loans of $20,996,000, payment
of dividends and distributions of $28,615,000, and redemption of
partnership units of $128,000.  Net cash flow was also offset by the
repurchase of 111,375 shares of common stock at an average purchase price
of $16.30 per share during the fourth quarter of 1998.

The Company expects to fund the cost of acquisitions, capital expenditure
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 certain 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 property 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

Many 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.  These factors include the following:

Interest Rate Fluctuations 

At the present time, borrowings under the Company's credit facility bear
interest at a floating rate.  The Company recognizes that its results
from operations may be negatively impacted by future increases in
interest rates and substantial additional borrowings to finance property
acquisitions.

Lease Renewals   

While the Company has historically been successful in renewing and
reletting space, the Company is subject to the risk that certain leases
expiring in 1999 and beyond may not be renewed, or the terms of renewal
may be less favorable to the Company than current lease terms.  The
Company expects to incur costs in making improvements or repairs to its
portfolio of properties required by new or renewing tenants and expects
to incur expenses associated with brokerage commissions payable  in
connection with the reletting of space.   

Inflation

Most of the 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 an increase in the Company's borrowing costs.

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.  Accordingly, the Company does not
currently 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.  There can be no assurance, however, that future discoveries
or events at the Company's properties, or changes to current
environmental regulations, will not result in such a material adverse
impact.
 
Financial Performance

Management considers Funds From Operations (FFO) to be one measure of the
performance of an equity REIT.  FFO during the three and twelve months
ended December 31, 1998 amounted to $11,666,000 and $42,312,000,
respectively.  During the same periods in 1997, FFO amounted to
$8,092,000 and $25,582,000, respectively.  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 the
National Association of Real Estate Investment Trusts as net income
(loss) (computed in accordance with generally accepted accounting
principles), excluding gains (losses) from debt restructurings, sales of
property and non-recurring items, 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 REITs may not be comparable to the
Company's calculation of Funds From Operations.

                        Three Months Ended            Twelve Months Ended
                            December 31,                   December 31,
                        1998          1997            1998           1997

Funds From Operations 
(in thousands):

 Net Income                $ 8,243      $ 6,995          $31,496       $31,291 

 Add Back:
   Depreciation 
    and Amortization         2,958        1,814           10,265         5,716 
   Minority Interest            31           29              117           108 
   Non-recurring 
    Portfolio
    Disposition Costs (1)      434         -                 434          -
 Less Gain on Sale            -            (746)            -          (11,533)

 Funds From Operations     $11,666      $ 8,092          $42,312       $25,582 

(1)     In the second quarter of 1998, the Company engaged Lehman Brothers,
        Inc. as financial advisor to assist the Company in the exploration of
        strategic alternatives, which included the potential sale of the
        Company's operating portfolio.  Due to changes in the real estate
        market, the Company abandoned its plan to sell its operating portfolio
        and expensed all related costs.

Year 2000 Compliance

In 1997 the Company purchased and put in place new information system
hardware and software to accommodate the rapid growth of its real estate
portfolio.  The Company believes the new information system hardware and
software is Year 2000 compliant.  In addition, the Company has evaluated
Year 2000 compliance risk relative to operations of its rental
properties, and retained the services of a team of consultants.  Since
January 1998, these consultants have been conducting a survey of the
Company's outside relationships (e.g., tenants, vendors and creditors)
to assess their state of readiness in regards to Year 2000 compliance. 
The survey indicates that a majority of these parties' information
systems are or will be Year 2000 compliant.  In addition, the Company is
performing a detailed Information Technology review of its key outside
relationships.  As of December 31, 1998, the Company has spent $10,000
on surveys and systems reviews and expects to spend approximately $20,000
in 1999.  The Company is in the process of developing a contingency plan
in the event of non-compliance.  The Company believes that Year 2000
compliance will not have a material impact on the Company's financial
statements.

ITEM 7A.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to interest rate changes primarily as a result of
its line of credit and long-term debt used to maintain liquidity and fund
capital expenditures and expansion of the Company's real estate
investment portfolio and operations.  The Company's interest rate risk
management objective is to limit the impact of interest rate changes on
earnings and cash flows and to lower its overall borrowing costs.  To
achieve its objectives the Company balances its borrowings between fixed
and variable rate debt.  The Company does not enter into derivative or
interest rate transactions for speculative purposes.

The Company's interest rate risk is monitored using a variety of
techniques.  The table below presents the principal amounts, weighted
average interest rates, fair values and other terms required by year of
expected maturity to evaluate the expected cash flows and sensitivity to
interest rate changes (in thousands):
<TABLE>
<S>                          <C>         <C>        <C>         <C>         <C>         <C>           <C>         <C>
                                                                                                                     Fair  
                                1999        2000       2001        2002        2003      Thereafter      Total       Value

Fixed rate debt               $ 1,315     $ 1,415    $  1,524    $ 24,103    $ 23,608    $ 26,354      $  78,319   $ 79,504

Average interest rate           7.37%       7.38%       7.38%       7.49%       7.04%       7.49%          7.35%      7.00%


Variable rate LIBOR debt            -           -    $147,443           -           -           -      $ 147,443   $147,443

Average interest rate               -           -       6.48%           -           -           -          6.48%      6.48%


Variable rate prime debt      $ 1,797           -           -           -           -           -      $   1,797   $  1,797

Average interest rate           8.00%           -           -           -           -           -          8.00%      8.00%
</TABLE>
As the table incorporates only those exposures that exist as of December
31, 1998, it does not consider those exposures or positions which could
arise after that date.  Moreover, because firm commitments are not
presented in the table above, the information presented therein has
limited predictive value.  As a result, the Company's ultimate realized
gain or loss with respect to interest rate fluctuations will depend on
the exposures that arise during the period, the Company's hedging
strategies at that time, and interest rates.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements and Schedule Covered by Independent
Auditors' Report

Independent Auditors' Report                                        53
Consolidated Balance Sheets as of December 31, 1998 and 1997        54
For the Years Ended December 31, 1998, 1997 and 1996:       
- Consolidated Statements of Income                                 55
- Consolidated Statements of Stockholders' Equity                   56
- Consolidated Statements of Cash Flows                             57
Notes to Consolidated Financial Statements                          58
Financial Statement Schedule:
- Schedule III - Real Estate and Accumulated Depreciation           71



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, 1999.

PART IV

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

A. 1.   Financial Statements

        Independent Auditors' Report.

        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, 1998 and 1997.

        Consolidated Statements of Income for the years ended December
        31, 1998, 1997 and 1996.

        Consolidated Statements of Stockholders' Equity for the years
        ended December 31, 1998, 1997 and 1996.

        Consolidated Statements of Cash Flows for the years ended
        December 31, 1998, 1997 and 1996.

        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 is
             incorporated herein by reference to Exhibit 10.15 to the
             Company's Form 10-K for the year ended December 31, 1997.

   10.16     The Company's Amended and Restated Employee Stock Plan is
             incorporated herein by reference to Exhibit 10.16 to the
             Company's Form 10-K for the year ended December 31, 1997.

   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 is
             incorporated herein by reference to Exhibit 10.17 to the
             Company's Form 10-K for the year ended December 31, 1997.

   10.18     The Company's Amended and Restated 1992 Directors' Stock
             Option Plan is incorporated herein by reference to
             Exhibit 10.18 to the Company's Form 10-K for the year
             ended December 31, 1997.

   10.19     Form of Retention Agreement is incorporated herein by
             reference to Exhibit 10.19 to the Company's Form 10-K for
             the year ended December 31, 1997.

   10.20     Employment Agreement made as of August 4, 1997, by and
             between Bedford Property Investors Incorporated and Scott
             R. Whitney is incorporated herein by reference to Exhibit
             10.20 to the Company's Form 10-K for the year ended
             December 31, 1997.

   10.21     Employment Agreement made as of November 18, 1997, by and
             between Bedford Property Investors Incorporated and
             Dennis Klimmek is incorporated herein by reference to
             Exhibit 10.21 to the Company's Form 10-K for the year
             ended December 31, 1997.

   10.22*    Credit Agreement made as of February 26, 1999, by and
             between Bedford Property Investors Incorporated and Bank
             of America National Trust and Savings Association and the
             several financial institutions (the "Banks") as may be
             party thereto from time to time.

   10.23*    Revolving Note made as of March 5, 1999, by and between
             Bedford Property Investors Incorporated and Bank of America
             National Trust and Savings Association.

   10.24*    Revolving Note made as of March 5, 1999, by and between
             Bedford Property Investors Incorporated and Union Bank
             of California.

   12*       Ratio of Earnings to Fixed Charges.

   21.1*     Subsidiaries of the Company.

   23.1*     Consent of KPMG LLP, independent auditors.

   27*  Financial Data Schedules

   * Filed herewith



   B.   Reports on Form 8-K

        None

<PAGE>
                 Independent Auditors' Report 
                                 
 
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, 1998
and 1997, and the results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 1998, 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 LLP


San Francisco, California                  
January 29, 1999 
<PAGE>
               BEDFORD PROPERTY INVESTORS, INC. 
                  CONSOLIDATED BALANCE SHEETS 
               AS OF DECEMBER 31, 1998 AND 1997 
      (in thousands, except share and per share amounts) 
       
                                                     1998                 1997 
Assets: 

Real estate investments: 
  Industrial buildings                           $312,911             $237,184 
  Office buildings                                258,479              170,948 
  Properties under development                     24,686               18,227
  Land held for development                         3,905                5,712

                                                  599,981              432,071 
  Less accumulated depreciation                    18,523                8,985 

                                                  581,458              423,086 
Cash                                                1,286                1,361 
Other assets                                       15,580                9,456 


                                                 $598,324             $433,903 


Liabilities and Stockholders' Equity:

Bank loan payable                                $147,443             $  8,216 
Mortgage loans payable                             80,116               60,323 
Accounts payable and accrued expenses               7,574                6,026 
Dividends and distributions payable                 8,191                6,804 
Other liabilities                                   6,042                4,611 

    Total liabilities                             249,366               85,980 

Minority interest in consolidated partnership       1,369                1,497 

Stockholders' equity:
 Common stock, par value $0.02 per share;
   authorized 50,000,000 shares;
   issued and outstanding 22,666,856
   shares in 1998 and 22,583,867 shares in 1997       453                  452 
 Additional paid-in capital                       407,760              408,209 
 Accumulated dividends in
  excess of net income                            (60,624)             (62,235)
      Total stockholders' equity                  347,589              346,426 

                                                 $598,324             $433,903 

See accompanying notes to consolidated financial statements.


               BEDFORD PROPERTY INVESTORS, INC. 
               CONSOLIDATED STATEMENTS OF INCOME
     FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 and 1996 
      (in thousands, except share and per share amounts) 

 
                                              1998           1997         1996


Property operations:                                        
    Rental income                          $73,451        $46,377      $27,541 
    Rental expenses:
       Operating expenses                   11,026          6,852        5,352 
       Real estate taxes                     6,220          3,977        2,595 
       Depreciation and amortization        10,265          5,716        3,030 


Income from property operations             45,940         29,832       16,564 
  
General and administrative expenses         (3,386)        (2,337)      (1,752)
Interest income                                223            289          150 
Interest expense                           (11,164)        (7,918)      (4,347)

Income before gain on sales of real 
    estate investments and 
     minority interest                      31,613         19,866       10,615 

Gain on sales of real 
    estate investments                        -            11,533          406 

Minority interest                             (117)          (108)        - 
                                           

Net income                                 $31,496        $31,291      $11,021 


Net income applicable to common
     stockholders                          $31,496        $27,791      $ 6,516 

Earnings per share - basic                 $  1.39        $  2.21      $  1.21

Weighted average number of 
     shares - basic                     22,634,656     12,566,065    5,405,727 

Earnings per share - assuming dilution     $  1.38        $  1.94      $  1.14

Weighted average number of shares -
     assuming dilution                  22,929,807     16,166,454    9,702,552 


See accompanying notes to consolidated financial statements. 
 

                                
               BEDFORD PROPERTY INVESTORS, INC. 
        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 
     FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 
      (in thousands, except share and per share amounts) 
                                                   
<TABLE>
<S>                                                  <C>         <C>             <C>              <C>
                                                                                   Accumulated        Total
                                                                  Additional         dividends       stock-
                                                      Common         paid-in      in excess of     holders'
                                                       stock         capital        net income       equity


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 

Issuance of common stock                                   1           1,366                -         1,367 
   
Repurchase and retirement of 
  common stock                                             -          (1,815)               -        (1,815)

Net income                                                 -               -           31,496        31,496 

Dividends to common stockholders                           -               -          (29,885)      (29,885)
 ($1.32 per share)                                  
 
Balance, December 31, 1998                             $ 453        $407,760         $(60,624)     $347,589 
</TABLE>
See accompanying notes to consolidated financial statements. 
                                
                                
                BEDFORD PROPERTY INVESTORS, INC.
             CONSOLIDATED STATEMENTS OF CASH FLOWS 
     FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 
                        (in thousands) 
<TABLE>
<S>                                                            <C>             <C>             <C> 
                                                                    1998            1997            1996

Operating Activities: 
   Net income                                                    $  31,496       $  31,291       $  11,021 
   Adjustments to reconcile net income to net cash provided
           by operating activities: 
       Minority interest                                               117             108            - 
       Depreciation and amortization                                11,508           6,697           3,757 
       Gain on sale of real estate investments                        -            (11,533)           (406)
       Increase in other assets                                     (7,259)         (4,655)         (2,118)
       Increase in accounts payable and accrued expenses             1,656           1,282             763 
       Increase in other liabilities                                 1,431           1,851           1,361 


Net cash provided by operating activities                           38,949          25,041          14,378 


Investing Activities: 
   Investments in real estate                                     (168,018)       (212,267)       (104,483)
   Proceeds from sales of real estate investments                     -             31,909           7,519 


Net cash used by investing activities                             (168,018)       (180,358)        (96,964)


Financing Activities: 
  Proceeds from bank loan payable                                  158,097         167,559         101,189 
  Repayment of bank loan payable                                   (19,889)       (206,804)        (99,048)
  Proceeds from mortgage loans payable                              21,084            -             49,384 
  Repayment of mortgage loans payable                               (1,107)           (441)           -      
  Issuance of common stock                                           1,367         210,953          40,476 
  Redemption of partnership units                                     (128)           (257)           -      
  Payment of dividends and distributions                           (28,615)        (15,660)         (9,114)
  Repurchase and retirement of common stock                         (1,815)           -               -      


Net cash provided by financing activities                          128,994         155,350          82,887 


Net increase (decrease) in cash                                        (75)             33             301 
Cash at beginning of year                                            1,361           1,328           1,027 


Cash at end of year                                              $   1,286        $  1,361         $ 1,328 


Supplemental disclosure of cash flow information 
a)   Non-cash investing and financing activities:   
          Debt incurred with real estate acquired                $    -           $  8,914         $ 2,283 
          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                                            $   9,329        $  7,291         $ 3,380 
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
Stock Exchange and Pacific Exchange.  

Principles of Consolidation 
The consolidated financial statements include the accounts of the
Company, its wholly-owned subsidiaries and 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, 1998, 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.  For
Federal income tax purposes, dividend distributions made for 1998 were
classified  96% as ordinary income and 4% as return of capital; dividend
distributions made for 1997 were classified 88% as ordinary income and
12% as capital gain; all dividend distributions made for 1996 were
classified as ordinary income.
 
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 are considered as held for sale are carried at the
lower of the carrying amount or fair value less costs to sell and such
properties are no longer depreciated.

Income Recognition 
Rental income from operating leases is recognized in income on a
straight-line basis over the period of the related lease agreement. 
Aggregate rental income exceeded contractual rentals by $2,252,000,
$1,644,000 and $573,000 for 1998, 1997 and 1996, respectively.
 
<PAGE>
Per Share Data 
Per share data are based on the weighted average number of common shares
outstanding during the year.  Stock options issued under the Company's
stock option plans are included in the calculation of diluted per share
data if, upon exercise, they would have a dilutive effect.  The diluted
earnings per share calculation also 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.
 
Recent Accounting Pronouncements
In June 1998, the FASB issued Financial Accounting Standard No. 133,
Accounting for Derivatives Instruments and Hedging Activities.  FAS 133
is effective for all fiscal quarters of all fiscal years beginning after
June 15, 1999.  Management believes that the adoption of this statement
will not have a material impact on the Company's financial statements. 

<PAGE>
Note 2 - Real Estate Investments 
 
The following table sets forth the Company's real estate investments as
of December 31, 1998 (in thousands): 
<TABLE>
<S>                                     <C>           <C>           <C>               <C>
                                                                             Less 
                                                                      Accumulated
                                           Land        Building      Depreciation         Total

INDUSTRIAL PROPERTIES
Northern California                      $ 49,052      $113,640        $  6,084         $156,608
Southern California                        15,327        35,581           2,326           48,582
Greater Kansas City Area                    3,917        16,538           1,232           19,223
Colorado                                    1,911         3,283             250            4,944
Greater Portland Area                       2,652         8,540             783           10,409
Arizona                                    13,275        35,156           1,295           47,136
Texas                                       2,981        11,058             146           13,893


Total Industrial Properties                89,115       223,796          12,116          300,795


SUBURBAN OFFICE PROPERTIES
Northern California                         6,023        17,667             644           23,046
Southern California                         7,312        18,115             803           24,624
Greater Kansas City Area                    3,330         5,451             329            8,452
Colorado                                    5,560        45,260             755           50,065
Salt Lake City                                359         6,572             976            5,955
Arizona                                     9,149        17,244             556           25,837
Greater Seattle Area                       15,116        78,831           1,687           92,260
Texas                                       2,766         7,089             248            9,607
Nevada                                      2,102        10,533             409           12,226


Total Suburban Office Properties           51,717       206,762           6,407          252,072


PROPERTIES UNDER DEVELOPMENT
Northern California                             -           990               -              990
Greater Seattle Area                            -         8,110               -            8,110
Arizona                                         -        13,500               -           13,500
Colorado                                    2,086             -               -            2,086


Total Properties Under Development          2,086        22,600               -           24,686


LAND HELD FOR DEVELOPMENT
Northern California                         2,654             -               -            2,654
Southern California                         1,063             -               -            1,063
Texas                                         188             -               -              188


Total Land Held for Development             3,905             -               -            3,905


Total                                    $146,823      $453,158        $ 18,523         $581,458
</TABLE>
   

The Company internally manages all but 8 of its properties from its
regional offices in Lafayette, CA;  Tustin, CA; Phoenix, AZ; Lenexa, KS;
Denver, CO; and Seattle, WA.  For the 8 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.

In December 1998, an industrial property located in Northern California
was identified for sale.  Proceeds from the sale will be reinvested in
further property acquisitions.  

During 1998 and 1997, the Company capitalized interest costs relating to
properties under development totaling $2,177,000 and $627,000,
respectively.

The Company has remaining construction commitments of $12.5 million at
December 31, 1998 relating to five of its properties under development.

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.  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.  As of December 31, 1998
the Company has redeemed 21,607 OP units for cash.

Note 4 - Leases 

Minimum future lease payments to be received as of December 31, 1998 are
as follows (in thousands): 
           
                  1999              $ 72,490          
                  2000                64,478
                  2001                56,010              
                  2002                44,663
                  2003                36,291
                  Thereafter          74,023
                                    $347,955

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 of the
aggregate purchase price of the property for acquisitions and
dispositions plus 5% of development project costs, or (ii) an amount
equal to (a) the aggregate amount of approved expenses funded by BAI
through the time of such acquisition, disposition or development 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, 2000.

For 1998, 1997 and 1996, the Company paid BAI $2,272,000, $3,156,000, and
$1,808,000, 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 are properly
includable in direct acquisition costs and capitalized as part of the
asset or financing activities.
  
Note 6 - Stock Option Plans

Initially 900,000 shares of the Company's Common Stock were reserved for
issuance under the Employee Stock Option Plan (the "Employee Plan").  In
May 1998, the shareholders approved an additional 2,100,000 shares.  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"). 
In May 1996 and 1997, the shareholders approved an additional 250,000
shares and 500,000 shares, respectively.  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 was
$1,021,000 and $1,466,000 at December 31, 1998 and 1997, respectively,
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.  As of December 31, 1998, the Company has
granted 105,200 shares.
<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 the 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:

                                                                       
                                  1998              1997               1996
Net income:
   As reported                $31,496,000       $31,291,000        $11,021,000
   Pro forma                   31,158,000        31,045,000         10,831,000

Earnings per share - basic:
   As reported                $      1.39       $      2.21        $      1.21
   Pro forma                         1.38              2.19               1.17

Earnings per share - 
  assuming dilution:
   As reported                $      1.38       $      1.94        $      1.14
   Pro forma                         1.36              1.92               1.12


   

<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 1998, 1997 and 1996, respectively: 
dividend yield of  7.3%, 5.8% and 6.9%; expected volatility of 17.0%,
16.8%, and 18.1%; risk-free interest rates of 4.6%, 5.7% and 6.3%.  The
expected life for the director's options is five years for each period. 
The expected life for the employee's options is ten years for 1998, and
five years each for 1997 and 1996.

A summary of the status of the Company's plans as of December 31, 1998,
1997 and 1996 and changes during the years ended on those dates is
presented below:
<TABLE>
<S>                                <C>           <C>                <C>         <C>                <C>           <C>
                                            1998                            1997                           1996
                                                  Weighted Avg.                  Weighted Avg.                    Weighted Avg.
                                     Shares       Exercise Price      Shares     Exercise Price      Shares       Exercise Price
Employee Plan 
Outstanding at beginning
    of year                           713,750        $16.52          242,250        $12.94            93,750         $12.78
Granted                               619,000         19.67          483,000         18.25           267,000          13.00
Exercised                             (29,625)        13.03           (7,125)        13.37          (106,000)         12.96
Forfeited                            (185,875)        18.05           (4,375)        14.99           (12,500)         12.92


Outstanding at end of year          1,117,250        $18.10          713,750        $16.52           242,250         $12.94


Options exercisable                   239,250                        118,750                          45,063


Weighted average fair value
 of options granted during                           
 the year                                            $ 1.12                         $ 1.94                           $ 1.37


Directors' Plan
Outstanding at beginning
    of year                           365,000        $11.65          295,000        $ 9.94           250,000         $ 8.28
Granted                                70,000         19.56           70,000         18.82            70,000          14.22
Exercised                            (125,000)         5.81             -              -             (25,000)          5.33


Outstanding at end of year            310,000        $15.79          365,000        $11.65           295,000         $ 9.94


Options exercisable                   310,000                        365,000                         295,000


Weighted average fair value
    of options granted during
    the year                                         $ 1.32                         $ 1.59                           $ 1.06 
</TABLE>

The following table summarizes information about stock options
outstanding on December 31, 1998:
<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                  4.4             $  8.50          2,750             $ 8.50
  13.75 to 14.00             48,000                  1.4               13.95         48,000              13.95
  11.50                      31,625                  6.7               11.50         23,625              11.50
  13.00                     100,750                  7.3               13.00         53,750              13.00
  17.63 to 20.75            405,125                  8.3               18.31        111,125              18.31
  16.28 to 19.56            529,000                  9.3               19.67           -                   -   
     
$  8.50 to 20.75          1,117,250                  8.3              $18.10        239,250             $15.45

Directors' Plan
$ 12.97                      25,000                  0.8               12.97         25,000              12.97
  11.82 to 11.85             75,000                  2.2               11.84         75,000              11.84
  14.22                      70,000                  7.8               14.22         70,000              14.22
  18.82                      70,000                  8.8               18.82         70,000              18.82
  19.56                      70,000                  9.8               19.56         70,000              19.56

$11.82 to 19.56             310,000                  6.6              $15.79        310,000             $15.79
</TABLE>

Note 7 - Bank Loan Payable

In June 1998, the Company amended and restated its secured revolving
credit facility with Bank of America.  Under this facility, which matures
June 15, 2001, the Company can borrow up to $175 million on a secured
basis.  The facility contains an unsecured sub-line of $50 million. 
Secured loans bear interest at a floating rate equal to either the
lender's published "reference rate" or LIBOR plus a margin ranging from
1.10% to 1.35%.  The interest rate of the unsecured loans is either the
lender's published "reference rate" or LIBOR plus a margin of 1.50%.  The
credit facility contains various restrictive covenants including, among
other things, a covenant limiting quarterly dividends to 95% of average
Funds From Operations.  As of December 31, 1998, the Company was in
compliance with the covenants and requirements of its revolving credit
facility which had an outstanding balance of $147,443,000.  The credit
facility is secured by mortgages on 47 properties (which properties
collectively accounted for approximately 52% of the Company's Annualized
Base Rent and approximately 43% of the Company's total assets as of
December 31, 1998), together with the rental proceeds from such
properties.  During the first quarter of 1999, the Company entered into
discussions with Bank of America regarding a bridge facility of $28
million.  This facility would consist of secured loans, bear the same
interest rates as the secured loans under the $175 million facility and
have a six-month term with the option to extend for another six months. 


The daily weighted average amount owed to the bank was $94,338,000 and
$45,642,000 in 1998 and 1997, respectively.  The weighted average
interest rates in these periods were 6.81% and 7.42%, respectively.  The
effective interest rate at December 31, 1998 was 6.48%.
<PAGE>
Note 8 - Mortgage Loans Payable

Mortgage loans payable at December 31, 1998 consist of the following (in
thousands):

   Floating rate note due December 15, 1999,
     current rate of 8.00%                      $   1,797
   7.5% note due January 1, 2002                   24,297               
   7.02% note due March 15, 2003                   24,717               
   8.9% note due July 31, 2006                      8,674
   6.91% note due July 31, 2006                    20,631
                                                  $80,116



The mortgage loans are collaterized by 21 properties (which Properties
collectively accounted for approximately 27% of the Company's Annualized
Base Rent and approximately 21% of the Company's total assets as of
December 31, 1998).  

The following table presents scheduled principal payments on mortgage
loans as of December 31, 1998 (in thousands):

   1999                $ 3,112
   2000                  1,415                       
   2001                  1,524
   2002                 24,103
   2003                 23,608
   Thereafter           26,354
                       $80,116
 
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 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. 
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 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.

Note 11 - Comprehensive Income

There are no adjustments necessary to net income as presented in the
accompanying consolidated statements of income to derive comprehensive
income in accordance with FASB Statement No. 130, Reporting Comprehensive
Income.

Note 12 - Segment Disclosure
The Company has six reportable segments organized by the region in which
they operate: Northern California (Northern California, Utah and Nevada),
Southwest (Arizona and greater Austin, Texas area), Southern California,
Northwest (greater Portland, Oregon and greater Seattle, Washington
areas), Colorado and Midwest (greater Kansas City, Kansas/Missouri and
greater Dallas, Texas areas).

The accounting policies of the segments are the same as those described
in the summary of significant accounting policies.  The Company evaluates
performance based upon income from real estate from the combined
properties in each segment.
<TABLE>
<S>                        <C>          <C>          <C>           <C>          <C>         <C>        <C>          <C>
                                                                    1998 (in thousands)
                              Northern                  Southern                                        Corporate
                            California   Southwest    California    Northwest    Colorado    Midwest      & Other    Consolidated

Rental income                $ 30,759    $ 11,900      $ 10,274     $  9,281     $ 6,317     $ 4,943    $    (23)       $ 73,451 
Operating expenses and
  real estate taxes             6,954       3,200         2,142        1,345       1,935       1,326         344          17,246 
Depreciation and
  amortization                  3,939       1,629         1,495        1,586         837         779           -          10,265 


Income from property
  operations                 $ 19,866    $  7,071      $  6,637     $  6,350     $ 3,545     $ 2,838    $   (367)       $ 45,940 

Percent of income from
  property operations             43%         15%           15%          14%          8%          6%         (1)%           100%

Interest income(1)                 15           -             -           16           -           -          192            223 
Interest expense                    -           -             -            -           -           -      (11,164)       (11,164)
General and administrative
  expenses                          -           -             -            -           -           -       (3,386)        (3,386)
Minority interest                   -           -             -            -           -           -         (117)          (117)


Net Income                   $ 19,881    $  7,071      $  6,637     $  6,366     $ 3,545     $ 2,838    $ (14,842)      $ 31,496 


Real estate investments      $209,589    $109,432      $ 77,398     $113,250     $58,101     $32,211    $        -      $599,981 


Additions to real 
  estate investments         $ 24,182    $ 41,420      $  6,349     $ 56,852     $36,179     $ 2,928    $        -      $167,910


Total Assets                 $210,867    $103,637      $ 81,708     $109,471     $57,068     $30,602    $    4,971      $598,324 
</TABLE>


(1)   The interest income in the Northern California and Northwest
      segments represents interest earned from tenant notes receivable.
<PAGE>
                                       1997 (in thousands)
<TABLE>
<S>                         <C>           <C>          <C>           <C>         <C>        <C>          <C>           <C>
                               Northern                   Southern                                        Corporate
                             California    Southwest    California    Northwest   Colorado   Midwest       & Other      Consolidated

Rental income                 $ 20,614      $  5,367      $  8,637     $  4,112   $  1,410   $ 3,129      $  3,108         $ 46,377 
Operating expenses and
  real estate taxes              4,551         1,336         1,859          415        310       970         1,388           10,829 
Depreciation and 
  amortization                   2,799           603         1,105          698        140       371             -            5,716 


Income from property
   operations                 $ 13,264      $  3,428      $  5,673     $  2,999   $    960   $ 1,788      $  1,720         $ 29,832 

Percent of income from
 property operations               44%           12%           19%          10%         3%        6%            6%             100%

Interest income(1)                   9             -             -            2          -         -           278              289 
Interest expense                     -             -             -            -          -         -        (7,918)          (7,918)
General and administrative
   expenses                          -             -             -            -          -         -        (2,337)          (2,337)
Gain on sale of real estate
   investments                       -             -             -            -          -         -        11,533           11,533 
Minority interest                    -             -             -            -          -         -          (108)            (108)


Net Income                    $ 13,273      $  3,428      $  5,673     $  3,001   $    960   $ 1,788      $  3,168         $ 31,291 


Real estate investments       $185,407      $ 68,012      $ 71,049     $ 56,398   $ 21,922   $29,283      $      -         $432,071 


Additions to real
 estate investments           $ 82,792      $ 58,764      $  6,559     $ 33,233   $ 10,589   $10,720      $      -         $202,657


Total Assets                  $183,714      $ 65,925      $ 73,491     $ 57,005   $ 22,090   $26,952      $  4,726         $433,903 
</TABLE>


(1)   The interest income in the Northern California and Northwest
      segments represents interest earned from tenant notes receivable.
<PAGE>
Note 13 - Fair Value of Financial Instruments

The carrying value of trade accounts payable and receivable
approximate fair value due to the short-term maturity of these
instruments.  Management has determined that the carrying amount of
debt approximates market value.

Note 14 - Earnings per Share

Following is a reconciliation of earnings per share:


                                                   Year Ended December 31,
<TABLE>
<S>                                                  <C>             <C>            <C>
                                                            1998           1997          1996
Basic:
   Net income                                         $   31,496      $    31,291    $   11,021 
   Less:Dividends on the Series A Convertible
          Preferred Stock                                   -              (3,500)       (4,500)
        Distributions to Operating 
          Partnership Unit Holders                          -                -               (5)
  
   Net income applicable to common stockholders           31,496           27,791         6,516 
 
   Weighted average number of shares                  22,634,656       12,566,065     5,405,727 
   
   Earnings per share - basic                         $     1.39      $      2.21    $     1.21 

Diluted:
   Net income (from above)                            $   31,496      $    31,291    $   11,021 
   Add: Minority interest                                    117              108          -       

   Net income - assuming dilution                         31,613           31,399        11,021 

   Weighted average number of shares (from above)     22,634,656       12,566,065     5,405,727 
   Weighted average shares issuable upon
         conversion of the Series A Convertible
         Preferred Stock                                    -           3,264,840     4,166,667 
   Weighted average shares of dilutive stock 
     options using average period stock price 
     under the treasury stock method                     205,522          237,185       125,711
   Weighted average shares issuable upon the 
        conversion of operating partnership units         89,629           98,364         4,447
   Weighted average number of shares - 
        assuming dilution                             22,929,807       16,166,454     9,702,552

   Earnings per share - assuming dilution             $     1.38       $     1.94     $    1.14      
</TABLE>



<PAGE>
Note 15 - Quarterly Financial Data-Unaudited 

The following is a summary of quarterly results of operations for 1998
and 1997 (in thousands of dollars, except per share data): 

<TABLE>
<S>                                              <C>          <C>          <C>          <C>
1998 Quarters Ended                                 3/31         6/30         9/30          12/31 


Rental income                                     $15,361      $17,118      $20,156      $20,816
 
Income from property operations                     9,880       10,939       12,191       12,930

Income before gain on sales of real estate
  investments and minority interest                 7,486        7,896        7,957        8,274
   
Net income                                        $ 7,457      $ 7,868      $ 7,928      $ 8,243

  
Earnings per share- basic                         $  0.33      $  0.35      $  0.35      $  0.36

Earnings per share -
  assuming dilution                               $  0.33      $  0.34      $  0.35      $  0.36


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
  stockholders(1)                                 $ 2,530      $ 3,735      $14,531      $ 6,995
 
Earnings per share - basic                        $  0.28      $  0.34      $  1.30      $  0.37

Earnings per share -
  assuming dilution                               $  0.27      $  0.31      $  1.01      $  0.35
</TABLE>

 
(1) Reflects 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.


<PAGE>
                       BEDFORD PROPERTY INVESTORS, INC.
           SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                              December 31, 1998
                         (in thousands of dollars)
<TABLE>
<S>                             <C>       <C>          <C>           <C>     <C>       <C>      <C>      <C>        <C>     <C>
                                       Initial          Cost                                    Accum-                      Deprec-
                                  Cost to Company       Capitalized      Gross Amount            ulated    Date      Date    iable
                                           Buildings &  Subsequent to Carried at Close of Period Deprec-   Con-      Ac-     Life
Description                       Land     Improvement  Acquisition    Land   Building  Total    iation    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   $   276  1983      12/90   45
Building #8 at Contra Costa
  Diablo Industrial Park, 
   Concord                             877     1,548        142            877    1,690    2,567       363  1981      12/90   45
Building #18 at Mason Industrial
  Park, Concord                        610     1,265        138            610    1,403    2,013       272  1984      12/90   45
Milpitas Town Center, Milpitas       1,400     4,421         86          1,400    4,507    5,907       440  1983       8/94   45
598 Gibraltar Drive, Milpitas          535     2,522          -            535    2,522    3,057       233  1996       5/96   45
350 E. Plumeria Drive, San Jose      3,621     4,704        202          3,683    4,844    8,527       346  1983       9/95   45
Auburn Court, Fremont                1,391     2,473        268          1,415    2,717    4,132       183  1983      12/95   45
47650 Westinghouse Drive, 
   Fremont                             267       893         59            271      948    1,219        63  1982      12/95   45
417 Eccles, South San Francisco        649       510         41            661      539    1,200        36  1964      12/95   45
410 Allerton, South 
   San Francisco                     1,333       889         40          1,356      906    2,262        61  1970      12/95   45
400 Grandview, South 
   San Francisco                     3,246     3,517        253          3,300    3,716    7,016       260  1976      12/95   45
342 Allerton, South 
   San Francisco                     2,516     1,542        329          2,558    1,829    4,387       125  1969      12/95   45
301 East Grand, South 
   San Francisco                     2,036       959        160          2,070    1,085    3,155        89  1974      12/95   45
Fourier Avenue, Fremont              2,120     7,018          -          2,120    7,018    9,138       403  1982       5/96   45
Lundy Avenue, San Jose               2,055     2,184        192          2,055    2,376    4,431       131  1982       7/96   45
115 Mason Circle, Concord              697       854         40            697      894    1,591        50  1971       9/96   45
47600 Westinghouse Drive, 
   Fremont                             356     1,067         43            356    1,110    1,466        57  1982       9/96   45
860-870 Napa Valley Corporate
 Way, Napa                             933     3,515        312            933    3,827    4,760       222  1984       9/96   45
47633 Westinghouse Drive, 
   Fremont                           1,051     3,239        251          1,051    3,490    4,541       168  1983      10/96   45
47513 Westinghouse Drive, 
   Fremont                           1,624      -         3,596          1,624    3,596    5,220       143   N/A      10/96   45
Bordeaux Centre, Napa                1,151      -         6,091          1,151    6,091    7,242       193   N/A      12/96   45
O'Toole Business Center, 
   San Jose                          3,934     5,748        394          3,934    6,142   10,076       280  1984      12/96   45
Doherty Avenue, Modesto                464     3,178        266            470    3,438    3,908       150  1963-71   12/96   45
6500 Kaiser Drive, Fremont           1,556     6,411         29          1,556    6,440    7,996       286  1990       1/97   45
Bedford Fremont Business 
   Center, Fremont                   3,598     9,004        102          3,598    9,106   12,704       400  1990       3/97   45
Spinnaker Court, Fremont             2,548     5,989         35          2,548    6,024    8,572       223  1986       5/97   45
2277 Pine View Way, Petaluma         1,861     7,074          3          1,862    7,076    8,938       249  1989       6/97   45
Mondavi Building, Napa               1,315     5,214       -             1,315    5,214    6,529       145  1985       9/97   45
Building #2 at Monterey 
   Commerce Center, Monterey           611     1,833          1            611    1,834    2,445        44  1990      12/97   45
Building #3 at Monterey 
   Commerce Center, Monterey           604     1,812        (14)           604    1,798    2,402        44  1990      12/97   45
Parkpoint Business Center, 
   Santa Rosa                        1,975     4,474        448          1,976    4,921    6,897        89  1981       2/98   45
2180 S. McDowell, Petaluma             773     3,006          1            774    3,006    3,780        33  1990       7/98   45
2190 S. McDowell, Petaluma             587     2,283          1            588    2,283    2,871        25  1996       7/98   45

Southern California
Dupont Industrial Center, 
   Ontario                           3,588     6,162        239          3,588    6,401    9,989       770  1989       5/94   45
3002 Dow Business Center, 
   Tustin                            4,209     7,291        978          4,305    8,173   12,478       750  1987-89   12/95   45
Building #1 at Carroll Tech 
  Center, San Diego                    511     1,372        157            511    1,529    2,040        70  1984      10/96   45
Building #1 at Oak Ridge  
  Business Center, Vista               646     2,135         64            646    2,199    2,845       104  1990      10/96   45
Building #2 at Oak Ridge 
  Business Center, Vista               566     1,832       -               566    1,832    2,398        88  1990      10/96   45
Signal Systems Building,
 San Diego                           2,228     7,264       -             2,228    7,264    9,492       323  1990      12/96   45
Building #2 at Carroll Tech
  Center, San Diego                  1,022     2,129       -             1,022    2,129    3,151       106  1984      10/96   45
2230 Oak Ridge Way, Vista              684     2,191       -               684    2,191    2,875        64  1997      10/97   45
5502 Oberlin Drive, San Diego          911     1,274          3            912    1,276    2,188        21  1982       3/98   45
6960 Flanders Drive, San Diego         864     2,591         (3)           864    2,588    3,452        29  1989       6/98   45

Greater Kansas City Area
Ninety-Ninth Street #3, Lenexa         360     2,167        179            360    2,346    2,706       436  1990      12/90   45
Lackman Business Center, Lenexa        619     1,631        240            628    1,862    2,490       181  1985       9/95   45
Ninety-Ninth Street #1, Lenexa         404     1,547         40            408    1,583    1,991       117  1988       9/95   45
Ninety-Ninth Street #2, Lenexa         180       555         13            183      565      748        41  1988       9/95   45
Ninety-Ninth Street #4, Lenexa         519      -         3,086            519    3,086    3,605       195  N/A        6/96   45
Panorama Business Center,     
   Kansas City                         675     3,098        276            675    3,374    4,049       180  1984      12/96   45
17725 W. 85th Street, Lenexa         1,144     3,722       -             1,144    3,722    4,866        83  1972      12/97   45

Colorado
Bryant Street Quad, Denver           1,394     2,181        139          1,416    2,298    3,714       174  1971-73   12/95   45
Bryant Street Annex, Denver            487       866        127            495      985    1,480        75  1968      12/95   45

Greater Portland Area, Oregon
Twin Oaks Technology Center, 
 Beaverton                           1,444     4,836        514          1,469    5,325    6,794       513  1984      12/95   45
Twin Oaks Business Center,
 Beaverton                           1,163     2,847        388          1,183    3,215    4,398       270  1984      12/95   45

Arizona
Westech Business Center, 
  Phoenix                            3,531     4,422        366          3,531    4,788    8,319       360  1985       4/96   45
Westech II, Phoenix                  1,033      -         3,890          1,033    3,890    4,923       294   N/A       7/96   45
2601 W. Broadway, Tempe              1,127     2,348         91          1,127    2,439    3,566        76  1977       7/97   45
Building #2 at Phoenix Airport
   Center, Phoenix                     723     3,278       -               723    3,278    4,001       103  1990       7/97   45
Building #3 at Phoenix Airport 
   Center, Phoenix                     682     3,163       -               682    3,163    3,845       100  1990       7/97   45
Building #4 at Phoenix Airport
   Center, Phoenix                     517     1,732       -               517    1,732    2,249        55  1990       7/97   45
Building #5 at Phoenix Airport
   Center, Phoenix                   1,507     3,860          3          1,507    3,863    5,370       122  1990       7/97   45
Butterfield Business Center, 
   Tucson                              909     4,230         54            910    4,283    5,193       111  1986      11/97   45
Cimarron Business Park, 
   Scottsdale                        1,776     4,471         75          1,778    4,544    6,322        75  1979-85    3/98   45
Expressway Corporate Center          1,467     3,175          1          1,468    3,175    4,643       -     N/A      11/98   45

Texas
Ferrell Drive, Dallas                1,105     1,639         43          1,106    1,681    2,787        38  1984      12/97   45
Austin Braker 2, Austin                413     1,864        (32)           414    1,831    2,245        21  1982       6/98   45
Austin Rutland 10, Austin              389     2,854         12            390    2,865    3,255        33  1979       6/98   45
Austin Southpark A, B and C          1,070     4,647         36          1,072    4,681    5,753        55  1981       6/98   45

SUBURBAN OFFICE PROPERTIES:
Northern California
Village Green, Lafayette               547     1,245        530            743    1,579    2,322       188  1983       7/94   45
100 View Street, Mountain View       1,020     3,144        281          1,020    3,425    4,445       203  1985       5/96   45
Canyon Park, San Ramon               1,933     3,098        512          1,933    3,610    5,543        80  1971-72   12/97   45
Building #1 at Monterey Commerce
   Center, Monterey                    616     5,302        (10)           616    5,292    5,908       131  1990      12/97   45
3380 Cypress, Petaluma               1,709     3,760          1          1,710    3,760    5,470        42  1989       7/98   45

Southern California
Laguna Hills Square, Laguna          2,436     3,655        583          2,436    4,238    6,674       317  1983       3/96   45
Building #3 at Carroll Tech 
   Center, San Diego                   716     1,400          2            716    1,402    2,118        71  1984      10/96   45
Scripps Wateridge, San Diego         4,160    12,472          3          4,160   12,475   16,635       416  1990       6/97   45

Kansas City, Kansas
6600 College Blvd., Overland Park    2,480     3,880        213          2,518    4,055    6,573       300  1982-83   10/95   45
Didde Building, Overland Park          810     1,344         53            811    1,396    2,207        29  1981       1/98   45

Colorado
Oracle Building, Denver              1,860    13,249         13          1,860   13,262   15,122       344  1996      10/97   45
Texaco Building, Denver              3,699    31,631        368          3,700   31,998   35,698       412  1981       5/98   45

Salt Lake City, Utah
Woodlands II, Salt Lake City           359     5,805        767            359    6,572    6,931       976  1990       8/93   45

Arizona
Executive Center at Southbank, 
   Phoenix                           4,943     7,134         69          4,943    7,203   12,146       294  1989       3/97   45
Troika Building, Tucson              1,332     2,631         35          1,332    2,666    3,998        93  1985       6/97   45
Building #1 at Phoenix Airport
   Center, Phoenix                     944     1,541         36            944    1,557    2,521        49  1990       7/97   45
Phoenix Airport Center Parking, 
   Phoenix                           1,450      -          -             1,450     -       1,450         3  1990       7/97   45
Cabrillo Executive Center, 
   Phoenix                             480     5,614        186            481    5,799    6,280       117  1983       2/98   45

Greater Seattle Area
Kenyon Center, Bellevue              5,095     7,250         46          5,095    7,296   12,391       376  1987       9/96   45
Orillia Office Park, Renton         10,021    22,975       -            10,021   22,975   32,996       766  1986       7/97   45
Adobe Systems Bldg. 1, Seattle        -       22,403      3,903           -      26,306   26,306       292  1998       3/98   45
Adobe Systems Bldg. 2, Seattle        -       18,931      3,323           -      22,254   22,254       252  1998       3/98   45

Texas
9737 Great Hills Trail, Austin       2,766     7,028         61          2,766    7,089    9,855       248  1984       5/97   45

Nevada
U.S. Bank Centre, Reno               2,102    10,264        269          2,102   10,533   12,635       409  1989       5/97   45

INDUSTRIAL PROPERTIES 
  UNDER DEVELOPMENT
Belleview Corporate Plaza II, CO     1,645      -           441          2,086     -       2,086       -     N/A      10/98   45
Mountain Pointe Office Park, AZ        837      -         2,041           -       2,878    2,878       -     N/A       2/98   45
Rio Salado Corporate Centre, AZ      1,723     2,882        301           -       4,906    4,906       -    1982-84    7/98   45
West Tempe Lots 30 and 31 
   (Wells Fargo), AZ                   551      -            21           -         572      572       -     N/A       7/98   45
10232 S. 51st Street 
   (Calsonic Building), AZ           1,322       945        101           -       2,368    2,368       -    1985       8/98   45
Highlands Land, WA                   5,474      -         2,636           -       8,110    8,110       -    1984       6/98   45

LAND HELD FOR DEVELOPMENT

Napa Lot 10A, Napa, CA                 961      -            25            986     -         986       -     N/A      12/96   45
Oak Ridge Way Lot, Vista, CA           359      -            10            369     -         369       -     N/A      10/97   45
Scripps Land, San Diego, CA            622      -            72            694     -         694       -     N/A       6/97   45
Butterfield Land, Tucson, AZ           102      -         1,077           -       1,179    1,179       -     N/A      11/97   45
Canyon Park Land, San Ramon, CA        778      -           212           -         990      990       -     N/A      12/97   45
Greystone Business Park, 
   Tempe, AZ                         1,232      -           365           -       1,597    1,597       -     N/A      12/97   45
Mondavi Land, Napa Lot 12G, 
   Northern CA                       1,150      -             7          1,154        3    1,157       -     N/A       3/98   45
Ferrell Drive Land, TX                 185      -             3            186        2      188       -     N/A       5/98   45
210 Lafayette Circle, 
   Northern CA                         511      -          -               511     -         511       -     N/A      11/98   45


                                  $157,586  $399,262    $43,133       $146,820 $453,161 $599,981    $18,523

                                                                                             (A)        (B)
</TABLE>

<PAGE>
                       NOTES TO SCHEDULE III
                     (in thousands of dollars)

(A)     An analysis of the activity in real estate investments for the
        years ended December 31, 1998, 1997 and 1996 is presented below:
<TABLE>
<S>                                                  <C>         <C>         <C>          <C>        <C>        <C>
                                                                  Investment               Accumulated Depreciation
                                                        1998        1997       1996          1998       1997        1996

BALANCE AT BEGINNING OF PERIOD                        $432,071    $229,414    $131,183     $ 8,985    $ 4,913    $ 2,219
Add (deduct):

   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)      - 
   Acquisition of Didde Building                         2,207        -           -           -          -          - 
   Acquisition of El Caro Executive Center               6,279        -           -           -          -          - 
   Acquisition of Park Point Business Center             6,897        -           -           -          -          - 
   Acquisition of Mountain Pointe Office Park            2,878        -           -           -          -          - 
   Acquisition of Mondavi Land, Napa Lot 12G             1,157        -           -           -          -          - 
   Acquisition of Adobe I                               26,306        -           -           -          -          - 
   Acquisition of Adobe II                              22,254        -           -           -          -          - 
   Acquisition of 5502 Oberlin Drive                     2,188        -           -           -          -          - 
   Acquisition of Cimarron Business Park                 6,322        -           -           -          -          - 
   Acquisition of Ferrell Drive Land                       188        -           -           -          -          - 
   Acquisition of Texaco Building                       35,698        -           -           -          -          - 
   Acquisition of Geocon Building                        3,452        -           -           -          -          - 
   Acquisition of Austin Braker                         22,245        -           -           -          -          - 
   Acquisition of Austin Rutland 10                      3,255        -           -           -          -          - 
   Acquisition of Austin Southpark A, B and C            5,753        -           -           -          -          - 
   Acquisition of Highlands Campus Land                  8,110        -           -           -          -          - 
   Acquisition of Rio Salado Corporate Centre            4,906        -           -           -          -          - 
   Acquisition of West Tempe Land Lots 30 and 31           572        -           -           -          -          - 
   Acquisition of 3880 Cypress Drive                     5,470        -           -           -          -          - 
   Acquisition of 2180 S. McDowell Blvd.                 3,780        -           -           -          -          - 
   Acquisition of 2190 S. McDowell Blvd.                 2,870        -           -           -          -          - 
   Acquisition of 10232 S. 51st Street                   2,368        -           -           -          -          - 
   Acquisition of 210 Lafayette Circle                     511        -           -           -          -          - 
   Acquisition of Expressway Corporate Center            4,644        -           -           -          -          - 
   Capitalized costs                                     7,600      16,874       3,884        -          -          - 
   Depreciation                                           -           -           -          9,538      5,381      2,775 

BALANCE AT END OF PERIOD                              $599,981    $432,071    $229,414     $18,523     $8,985     $4,913 
</TABLE>

(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:  March 25, 1999 
 
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                                           March 25, 1999
Peter B. Bedford, Chairman of the Board
and Chief Executive Officer

/s/ Claude M. Ballard                                          March 25, 1999
Claude M. Ballard, Director

/s/ Anthony Downs                                              March 25, 1999
Anthony Downs, Director

/s/ Anthony M. Frank                                           March 25, 1999
Anthony M. Frank, Director

/s/ Martin I. Zankel                                           March 25, 1999
Martin I. Zankel, Director

/s/ Thomas H. Nolan, Jr.                                       March 25, 1999
Thomas H. Nolan, Jr., Director

/s/ Thomas G. Eastman                                          March 25, 1999
Thomas G. Eastman, Director

/s/ Hanh Kihara                                                March 25, 1999
Hanh Kihara
Senior Vice President and
Chief Financial Officer

/s/ Krista K. Rowland                                          March 25, 1999
Krista K. Rowland, 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>
<S>                                          <C>         <C>         <C>          <C>         <C>
                                                               Year Ended December 31,

                                               1998         1997        1996         1995        1994

Net income                                    $31,496     $31,291      $ 11,021    $ 2,895     $3,609

Fixed charges - interest and amortization
   of loan fees                                11,164       7,918         4,347      1,594        955

Fixed charges - interest capitalized            2,177         627          -          -          -     

Net income including fixed charges             44,837      39,836        15,368      4,489      4,564
        
Preferred dividends and limited partner
   distributions                                  117       3,608         4,505      1,288       -

Net income including fixed charges,
   preferred dividends and limited
   partner distributions                      $44,954     $43,444      $ 19,873    $ 5,777     $4,564

Ratio of earnings to fixed charges,
   including preferred dividends and
   limited partner distributions                 3.34        3.57          2.25       2.00       4.78

Ratio of earnings to fixed charges,
   excluding preferred dividends and
   limited partner distributions                 3.36        4.66          3.54       2.82       4.78
</TABLE>
<PAGE>
                          Exhibit 21.1
                                
        Subsidiaries of Bedford Property Investors, Inc.

<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.
</TABLE>
<PAGE>
                          Exhibit 23.1


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, 333-23687, 
333-33643 and 333-33795) and the registration statements on Form S-8
(No.'s 333-52375, 333-18215, 333-70681 and 
333-74707) of Bedford Property Investors, Inc. of our report dated
January 29, 1999, relating to the consolidated balance sheets of
Bedford Property Investors, Inc. as of December 31, 1998 and 1997, 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, 1998, and the related financial statement schedule as of
December 31, 1998, which report appears in the December 31, 1998
annual report on Form 10-K of Bedford Property Investors, Inc.  
 
 
                                       KPMG LLP

San Francisco, California               
March 25, 1999