EXHIBIT 10.24

                            REVOLVING NOTE

$15,000,000.00                                       San Francisco, California
                                                                 March 5, 1999

     FOR VALUE RECEIVED, BEDFORD PROPERTY INVESTORS, INC., a Maryland 
corporation (the "Company"), promises to pay to the order of UNION BANK OF
CALIFORNIA, N.A. (the "Bank"), at the offices of Bank of America National
Trust and Savings Association, Administrative Agent for the Bank, at 50
California Street, 11th Floor (Real Estate Structured Debt Group), San 
Francisco, California 94111, or at such other place as the Bank may designate
from time to time, the sum of Fifteen Million and No/100 Dollars 
($15,000,000.00), or the aggregate unpaid principal amount outstanding 
hereunder, whichever may be the lesser, in immediately available funds and
lawful money of the United States of America.

     Interest shall accrue on amounts outstanding hereunder in accordance with
that certain Credit Agreement (Secured Loan) dated as of February 26, 1999
(the "Agreement") among the Company, the Banks party hereto and Bank of
America National Trust and Savings Association, as Administrative Agent
for the Banks.  (Capitalized term used in this Revolving Note and not defined
herein shall have the meanings given to them in the Agreement.)  Pursuant 
thereto, interest shall accrue on amounts outstanding hereunder from time
to time:  (a) at a fluctuating per annum rate equal to the Reference Rate;
or (b) at the Company's option, subject to the terms of the Agreement, at 
a per annum rate equal to the LIBOR Rate plus the Applicable Margin.  A
change in the interest rate for Reference Rate Loans shall take effect on 
the day specified in the public announcement of the change in the Reference
Rate.  Interest shall be computed on the basis of a 360-day year and actual
days elapsed.  Interest shall become due and payable in accordance with
the terms of the Agreement.

     Subject to the provisions of Section 2.7 of the Agreement, all unpaid
principal and interest outstanding hereunder shall be due and payable
on September 1, 1999; provided that prepayments of principal shall be made
as provided in the Agreement.

     This Revolving Note is one of the Revolving Notes referred to in the 
Agreement, and is issued in conjunction with, and is entitled to all of the
rights, benefits and privileges provided in, the Agreement, as now existing
or as the same may from time to time be supplemented, modified or amended.
The Agreement, among other things, provides that amounts outstanding 
hereunder from time to time may be repaid pursuant to the Agreement and
reborrowed from time to time pursuant to the Agreement, and contains provisions
for acceleration of the maturity hereof upon the happening of certain stated
events.

     The Bank may endorse on the schedule annexed to this Revolving Note
the date, amount and maturity of each Loan that it makes pursuant to the
Agreement, the purpose of the Loan, the amount of each payment of principal
that the Company makes with respect thereto and the source of the funds
from which each principal payment is made.  The Company irrevocably 
authorizes the Bank to endorse this Revolving Note, and the Bank's record
shall be conclusive absent manifest error; provided, however, that the
Bank's failure to make, or its error in making, a notation on the attached
schedule with respect to any Loan shall not limit or otherwise affect the 
Company's obligations to the Bank hereunder or under the Agreement.

     Except as otherwise expressly provided in any Collateral Document, this
Revolving Note is secured by (1) each of the Mortgages executed from time
to time pursuant to the Agreement and covering an Approved Parcel and 
(2) each of the Assignments of Leases and other Collateral Documents executed
from time to time pursuant to the Agreement.

     The Company waives presentment, demand, protest, notice of protest,
notice of nonpayment or dishonor and all other notices in connection with
the delivery, acceptance, performance, default or enforcement of this
Revolving Note.  Time is of the essence hereof.

     This Revolving Note has been executed by the undersigned in the State
of California, and shall be governed by, and construed in accordance with, the
laws of the State of California.

                                  BEDFORD PROPERTY INVESTORS, INC.,
                                  a Maryland corporation


                                  By /s/Peter B. Bedford

                                    Peter B. Bedford, Chief Executive Officer
                                        (Printed Name and Title)