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, 1995 

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

Securities Registered Pursuant to Section 12(b) of the Act: 
                                              Name of each exchange
Title of each class                            on which registered 
 
Common Stock, par value $0.01 per share     New York Stock Exchange
                                             Pacific Stock Exchange
  
Securities Registered Pursuant to Section 12(g) of the Act:  None 
 
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes x   No  


Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]  The aggregate market value
of the voting stock held by non-affiliates of Registrant as of  March 15,
1996 was approximately $31,812,000.  The number of shares of Registrant's
Common Stock, par value $0.01 per share, outstanding as of March 15, 1996
was 6,090,650. 

                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 16, 1996, 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.

PART I 
 
ITEM 1.  BUSINESS 

Bedford Property Investors, Inc. is a self-administered and self-managed
equity REIT engaged in the business of owning, managing, acquiring and,
when appropriate, developing industrial and suburban office properties
proximate to metropolitan areas primarily in the Western United States. 
As of December 31, 1995 the Company owned and operated, either directly
or through one of its wholly-owned subsidiaries, 30 properties,
aggregating approximately 2.6 million rentable square feet and comprised
of 24 industrial properties (the "Industrial Properties"), five suburban
office properties (the "Suburban Office Properties") and one retail
property (the "Retail Property").  The Industrial Properties, the
Suburban Office Properties and the Retail Property are hereinafter
referred to individually as a "Property" and collectively as the
"Properties."  As of February 29, 1996, the Properties were approximately
96% occupied by over 300 tenants.

The Company's strategy is to own, manage, acquire and, when appropriate,
develop industrial and suburban office properties in markets proximate
to metropolitan areas primarily in the Western United States which are
experiencing, or are expected by the Company to experience, economic
growth and, if possible, 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 and that increased industrial production and consumer
spending are reliable indicators of demand for industrial space.  In
addition, the Company believes that certain supply-side constraints, such
as limited availability of undeveloped land in a market and of financing
for speculative real estate construction, increase a market's potential
for higher average rents over time.  The Company is currently targeting
selected suburban markets in the Western United States that are
experiencing, or are expected by the Company to experience, economic
growth, increased spending or production and supply-side constraints.

The Company believes that due to improvements in the regional economy and
reduced availability of financing for new construction, an investment in
industrial and suburban office properties in the Western United States
provides the potential for attractive returns.  The Company also believes
that further improvement in economic conditions in the Western United
States could favorably affect occupancy levels, rents and real estate
values, although there can be no assurance that this will in fact occur. 
The Company seeks to grow its asset base through the acquisition of
individual industrial and suburban office properties and portfolios of
such properties, as well as through the development of new industrial and
suburban office properties, when appropriate.

The Company was formerly a Delaware corporation, incorporated in November
1984 under the name of ICM Property Investors Incorporated.  On July 1,
1993, the Company was reincorporated in the state of Maryland under a new
name, Bedford Property Investors, Inc. 
 
Business Objective 
 
The Company's business objectives are (i) to increase funds available for
distribution to stockholders and (ii) to increase stockholders' long term
total return through the appreciation in value of the Company's Common
Stock.  To achieve these objectives, the Company will seek to (i)
increase cash flow from the Properties, (ii) acquire quality industrial
and suburban office properties and/or portfolios of such properties and
(iii)  when appropriate, develop new industrial and suburban office
properties. 

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

     Capitalize on its experienced management team, whose senior
     officers have on average over 17 years of experience in the
     ownership, management, acquisition and development of industrial
     and suburban office properties in the Western United States; 

     Focus its acquisition efforts in the Western United States; 

     Pursue a market driven strategy which is based upon an analysis of
     the regional factors which the Company believes impact the supply
     of, and demand for, industrial and suburban office properties; 
 
     Plan for future anticipated expenses associated with tenant
     turnover by budgeting for tenant improvements, lease commissions,
     and lost income due to vacancy or construction down-time; 
 
     Concentrate on acquiring general purpose, flexible properties which
     are suitable for a diverse range of tenants; 
 
     Utilize its in-house asset and property management personnel in
     order to reduce its overhead costs and increase its responsiveness
     to its tenants' needs; 
 
     Cooperate with local real estate brokers in order to more
     effectively attract and retain tenants; and

     Maintain a conservative capital structure by limiting total
     consolidated indebtedness to no more than 50% of its total market
     capitalization (defined as the aggregate market value of the
     outstanding Common Stock, plus the outstanding balance of Series
     A Convertible Preferred Stock plus the total consolidated
     indebtedness of the Company).
  
Transactions During 1995

Convertible Preferred Stock
On September 18, 1995 the Company completed the sale of $50,000,000 of
Series A convertible preferred stock (the "Convertible Preferred Stock")
to an entity beneficially owned by an investment fund managed by Aldrich
Eastman Waltch.  The Company issued 8,333,334 shares of the Convertible
Preferred Stock for $6.00 per share.  Holders of the Convertible
Preferred Stock are entitled to receive, when and as authorized by the
Board of Directors, 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.  The shares of Convertible Preferred Stock are
convertible at any time after September 18, 1997 into an equal number of
common shares.  The conversion rate may be adjusted under certain
conditions.

Amended and Restated Credit Facility
A portion of the net cash proceeds from the Convertible Preferred Stock
sale was used to pay off the outstanding borrowings of $22,400,000 under
the $23 million credit facility with Bank of America.  The facility,
obtained in December 1993 for $20 million and increased to $23 million
in August 1994, was restated and amended to $60 million on September 18,
1995.  The amended facility, which matures on September 1, 1998, bears
interest at a floating rate equal to either the lender's published
"reference rate" plus 0.50% or its "offshore rate" (similar to LIBOR)
plus 2.25%.  The facility is secured by mortgages on 23 properties (which
collectively accounted for approximately 81% of the Company's annualized
base rent as of December 31, 1995), together with the rental proceeds
from such properties.  At December 31, 1995, the Company had outstanding
borrowings of $43,250,000 and letters of credit aggregating $3,875,000
(including letters of credit totalling $875,000 expiring in March 1996
and a letter of credit of $3,000,000 securing a payable due in December
1996 relating to the acquisition of the Landsing Pacific Portfolio).  The
facility contains various restrictive covenants including among other
things, a covenant limiting quarterly dividends to 90% of average funds
from operations for the immediately preceding two fiscal quarters.

Acquisitions
From September 1995 through December 1995, the Company acquired 20
properties consisting of approximately 1,546,000 square feet and
comprised of 18 industrial properties, one suburban office property and
one retail property.  The total cost of these Properties, including
estimated capital expenditures and due diligence costs, was $84.1
million.  At acquisition, it was estimated that these Properties would
provide an initial weighted average unleveraged return on cost (computed
as annualized property net operating income divided by total acquisition
cost) of 10.5%, assuming no further lease-up.  With expected 1996 leasing
activity, the Company anticipates achieving a weighted average
unleveraged return on cost of 11.4%.  The cost of these Properties has
been financed with the proceeds of the $50 million sale of the
Convertible Preferred Stock and borrowings and letters of credit under
the credit facility.  The following is a brief description of the
Properties acquired in 1995.

In September 1995, the Company acquired 350 East Plumeria Drive, a
research and development building consisting of approximately 142,700
rentable square feet, in San Jose, California, which is located in the
South Bay market of San Francisco approximately 37 miles south of
downtown San Francisco.  The Company paid $8.33 million, or approximately
$58 per rentable square foot, for 350 East Plumeria Drive.

In September 1995, the Company acquired Lackman Business Center, a two-
building industrial property consisting of approximately 45,956 rentable
square feet, in Lenexa, Kansas, which is located approximately eight
miles southeast of Kansas City.  The Company paid $2.25 million, or
approximately $49 per rentable square foot, for Lackman Business Center.

In September 1995, the Company acquired Ninety-Ninth Street #1, a single-
story industrial building consisting of approximately 35,516 rentable
square feet, in Lenexa, Kansas, which is located approximately eight
miles southeast of Kansas City.  The Company paid $1.95 million, or
approximately $55 per rentable square foot, for Ninety-Ninth Street #1.

In September 1995, the Company acquired Ninety-Ninth Street #2, a single-
story industrial building consisting of approximately 12,974 rentable
square feet, in Lenexa, Kansas, which is located approximately eight
miles southeast of Kansas City.  The Company paid $735,000, or
approximately $57 per rentable square foot, for Ninety-Ninth Street #2.

In October 1995, the Company acquired 6600 College Boulevard, a single-
story office building consisting of approximately 79,316 rentable square
feet, in Overland Park, Kansas, which is located approximately ten miles
southeast of Kansas City.  The Company paid $6.36 million, or
approximately $80 per rentable square foot, for 6600 College Boulevard.

In December 1995, the Company acquired the Landsing Pacific Portfolio,
which comprised substantially all of the real estate assets of the
Landsing Pacific Fund, Inc., a publicly-traded REIT based in San Mateo,
California.  The Landsing Pacific Portfolio consists of thirteen
industrial properties and one retail property aggregating approximately
1.0 million rentable square feet located in Northern California,
Colorado, Minnesota and Oregon.  The Company paid $49.7 million, or
approximately $50 per rentable square foot, for the Landsing Pacific
Portfolio.

In December 1995, the Company acquired 3002 Dow Business Center, a five-
building industrial property consisting of approximately 192,215 rentable
square feet, in Tustin, California, which is located in Orange County
approximately 37 miles south of downtown Los Angeles.  The Company paid
$11.5 million, or approximately $60 per rentable square foot, for 3002
Dow Business Center.

Development

During 1995, the Company commenced the development of a 3.1 acre parcel
located on the Company's Milpitas Town Center property in Milpitas,
California on an unleased ("speculative") basis.  The development will
consist of a single-story research and development facility with
approximately 45,090 rentable square feet.  The Company estimates that
it will incur total development costs of approximately $2.7 million with
an expected completion date in April 1996.  The Company has recently
signed a five-year lease commencing on May 1, 1996 with Fujitsu PC
Corporation who will occupy the entire building.  The Company also owns
3.6 acres of entitled land adjacent to its Suburban Office Property in
Salt Lake City, Utah.  

Dispositions

In September 1995, the Company sold Cody Street Park, Building 6 an
industrial property located in Overland Park, Kansas, consisting of
approximately 37,856 rentable square feet, to The Realty Associated Fund
III, L.P. for $1.5 million.  The proceeds from the sale of Cody Street
Park, Building 6 were applied toward the purchase of Ninety-Ninth Street
#1 and Ninety-Ninth Street #2, which were purchased from The Realty
Associates Fund III, L.P. and closed concurrently with the sale of Cody
Street Park, Building 6.  In October 1995, the Company sold the IBM
Building, a suburban office building located in Jackson, Mississippi,
consisting of approximately 88,000 rentable square feet, to The Parkway
Company for $6.5 million.  The sale of the IBM Building completed the
Company's asset repositioning that was commenced in late 1992.

Acquisition Analysis

The Company seeks to acquire quality industrial and suburban office
properties and/or portfolios of such properties.  The Company believes
that (i) the experience of its management team, (ii) its conservative
capital structure and its 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 have enhanced, and will continue to enhance its
ability to 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. 
 
Anticipated Expenses Associated with Tenant Turnover 
 
The cash flow of a real estate asset can vary significantly from year to
year depending on tenant turnover.  When a lease expires and a tenant
renews or vacates its space, costs associated with tenant improvements,
lease commissions and lost income due to vacancy or construction
down-time can significantly reduce the cash flow from a property.  Due
to the capital intensive nature of suburban office properties and, to a
lesser degree, industrial properties, management believes that planning
and budgeting for future costs associated with tenant turnover is a
prudent component of evaluating investment yields and managing the cash
flow of properties.  For its existing portfolio, the Company estimates
the future costs for tenant improvements, lease commissions and lost
income due to vacancy and construction down-time on a property by
property basis.  Although these future costs are not accrued for
financial reporting purposes, the Company incorporates these estimates
in its annual cash budgets and long-term cash forecasts. The Company
believes that its ability to fund tenant improvements and pay lease
commissions helps to retain and attract tenants. 
  
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 six times since that time from $.05 per share in
the second quarter of 1993 to $.105 per share in each of the second,
third and fourth quarters of 1995.  In March 1996, the Company declared
a dividend distribution for the first quarter 1996 to its stockholders
in the amount of $.12 per share of Common Stock, payable 30 days after
the quarter-end.

The Company paid dividends to the holders of the Convertible Preferred
Stock in an amount of approximately $.02 per share of Convertible
Preferred Stock for the partial dividend period commencing September 18,
1995 and ended September 30, 1995 and $.135 per share of Convertible
Preferred Stock for the fourth quarter of 1995.  In March 1996, the
Company declared a dividend distribution for the first quarter 1996 to
the holders of the Convertible Preferred Stock in an amount of $.135 per
share of Convertible Preferred Stock, payable 45 days after the quarter-
end.  Dividends may be authorized, declared and paid on shares of Common
Stock in any fiscal quarter only if full cumulative dividends have been
paid on, or authorized and set apart on, all shares of Convertible
Preferred Stock for all prior dividend periods through and including the
end of such quarter.  Holders of the Convertible Preferred Stock are
entitled to receive in each calendar quarter, when and as authorized and
declared by the Board of Directors, cumulative dividends in cash in an
amount equal to the greater of (i) an amount per share of $.135 or (ii)
the dividends payable with respect to such quarter on each share of the
Common Stock into which each share of the Convertible Preferred Stock is
convertible, plus, in both cases, the accumulated but unpaid dividends
on the Convertible Preferred Stock.

Distributions on the Common Stock by the Company to the extent of its
current and accumulated earnings and profits for federal income tax
purposes generally will be taxable to stockholders as ordinary income. 
Distributions in excess of such earnings and profits generally will be
treated as a non-taxable reduction in the stockholder's basis in its
stock to the extent of such basis, and thereafter as gain from the sale
of such stock.  For purposes of determining whether distributions are out
of current or accumulated earnings and profits, the earning and profits
of the Company will be allocated first to the Convertible Preferred
Stock, and then allocated to the Common Stock.  All dividend
distributions made in the years 1993, 1994 and 1995 were classified as
a return of capital stock for federal income tax purposes.  However, it
is likely that a substantial portion of the Company's dividend
distributions in 1996 will be taxable as ordinary income.

The Company currently intends to continue paying regular quarterly
dividends and to distribute amounts sufficient to maintain its status as
a REIT.  Dividends on the Common Stock by the Company are made at the
discretion of the Board of Directors and depend on the Board of
Directors' evaluation of the Company's results of operations, financial
condition and capital requirements, restrictions under the Convertible
Preferred Stock, the Credit Facility, and other debt instruments.

Tenants 
 
Based on rentable square feet, as of December 31, 1995, the Suburban
Office Properties and Industrial Properties were approximately 96% and
95% occupied, respectively, by a total of 291 tenants of which 71 were
Suburban Office Property tenants and 220 were Industrial Property
tenants.  As of December 31, 1995, the Retail Property was 99% occupied
by 15 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 outstanding under the credit 
facility when they become due in 1998.  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 $10 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 $10 million subject to a deductible of 7.5% to 25% 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 which have a significant supply of available space,
resulting in intense competition for tenants and low rents. 
 
Government Regulations 
 
The properties are subject to various federal, state and local regulatory
requirements such as local building codes and other similar regulations. 
The Company believes that the Properties are currently in substantial
compliance with all applicable regulatory requirements, although
expenditures at Properties owned by the Company 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.  All of the Company's properties have had Phase I
environmental site assessments (which involve inspection without soil
sampling or groundwater analysis) by independent environmental
consultants and have been inspected for hazardous materials as part of
the Company's acquisition inspections.  None of these  Phase I
assessments has revealed any environmental conditions requiring material
expenditures for remediation.  The Phase I assessment for Milpitas Town
Center indicates that the ground water under the property either has been
or may in the future be impacted by the migration of contaminants
originating off-site.  According to information available to the Company,
the responsible party for this off-site source has been identified and
has begun remediation pursuant to a clean-up program mandated by a
California environmental authority and the clean-up program is backed by
an insurance policy from CIGNA up to $10 million. The Company does not
believe that this environmental matter will impair the future value of
Milpitas Town Center in any significant respect. 
 
The Company believes that it is in compliance in all material respects
with all federal, state and local laws regarding hazardous or toxic
substances, and the Company has not been notified by any governmental
authority of any non-compliance or other claim in connection with any of
its present or former properties.  The Company does not anticipate that
compliance with federal, state and local environmental protection
regulations will have any material adverse impact on the financial
position, results of operations or liquidity of the Company. 

Other Information 
 
The Company currently employs eighteen full time employees and one part-
time employee.  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, 1995, the Company's real estate investments (net of
accumulated depreciation) were diversified by property type as follows: 

                         Number of    Investment
                        Properties        Amount     % of  Total

Industrial Buildings            24    93,710,000              73
Office Buildings                 5   $28,996,000              22
Retail Buildings                 1     6,258,000               5


Total                           30  $128,964,000             100

 
As of December 31, 1995, the Company's real estate investments (net of
accumulated depreciation) were diversified by geographic region as
follows:  
                         Number of    Investment
                        Properties        Amount      % of Total

San Francisco Bay 
  Area, California              13   $45,745,000              35
Greater Los Angeles 
  Area, California               4    34,902,000              27
Kansas City, Kansas              5    13,764,000              11
Denver Metropolitan 
  Area, Colorado                 3    11,245,000               9
Greater Portland Area, 
  Oregon                         2    10,424,000               8
Salt Lake City, Utah             1     6,718,000               5
Minneapolis/St. Paul, 
  Minnesota                      2     6,166,000               5

Total                           30  $128,964,000             100
<PAGE>
Percentage Leased and 10% Tenants
<TABLE>
<CAPTION>
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, 1995.
                                             
               Percentage Occupied/Number of Tenants Occupying 10% or more
<S>                        <C>      <C>     <C>     <C>     <C>      <C>   
                             1991     1992    1993    1994    1995
 Property                   %    #   %   #   %   #   %   #   %   #    Principal Business at December 31, 1995     

 INDUSTRIAL
 Greater San Francisco
   Bay Area, California
 Building 3
   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
   Contra Costa Diablo 
   Ind. Park, Concord       100% 1   100% 1  100% 1  100% 1  100% 1   Warehouse and storage of medical 
                                                                      supplies.
 Building 18
   Mason Ind. Park, 
   Concord                   87% 2    83% 2  100% 2   90% 2   83% 2   Warehouse of scaffolding materials and 
                                                                      construction supplies.

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

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

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

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

 301 East Grand, South
   San Francisco               N/A      N/A     N/A     N/A   71% 2   Freight forwarding and furniture
                                                                      wholesale.
 342 Allerton, South
   San Francisco               N/A      N/A     N/A     N/A  100% 4   Freight forwarding.

 400 Grandview, South          
   San Francisco               N/A      N/A     N/A     N/A  100% 5   Radiology research and development,
                                                                      freight forwarding, packaging and 
                                                                      distribution of video products.

 410 Allerton, South
   San Francisco               N/A      N/A     N/A     N/A  100% 1   Candy manufacturing and distribution.

 417 Eccles, South      
   San Francisco               N/A      N/A     N/A     N/A  100% 2   Storage/distribution of food products
                                                                      and publishing/binding business.

 Greater Los Angeles Area,
   California
 Dupont Industrial Center,
   Ontario                     N/A      N/A     N/A   91% 1  100% 1   Warehousing and distribution of retail
                                                                      goods.

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

 Denver, Colorado
 Bryant Street Annex, 
   Denver                      N/A      N/A     N/A     N/A  100% 2   Materials management for hospital and 
                                                                      automotive paint distributor.

 Bryant Street Quad, 
   Denver                      N/A      N/A     N/A     N/A   97% 3   Auto parts, photo processing lab, and 
                                                                      radiator coating plant/distributor.

 Minneapolis/St. Paul, 
   Minnesota
   St. Paul Business 
   Center East,
   Maplewood                   N/A      N/A     N/A     N/A   90% 3   Inner ocular lens manufacturing and
                                                                      railroad company.

 St. Paul Business Center 
   West, Maplewood             N/A      N/A     N/A     N/A   81% 1   Corporate offices of testing and
                                                                      engineering.

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

 Twin Oaks Business Park,
   Beaverton                   N/A      N/A     N/A     N/A   94% 3   Laser cutting, electronic equipment
                                                                      assembly, and postal service.

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

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

 Ninety-Ninth Street #3, 
   Lenexa                   100% 2   100% 2  100% 2  100% 2  100% 2   Distribution of medical products and
                                                                      storage of corporate records/supplies.

 Lackman Business Center,
   Lenexa                      N/A      N/A     N/A     N/A   98% 2   Telemarketing and environmental testing
                                                                      and survey.

 SUBURBAN OFFICE PROPERTIES
 Greater Los Angeles Area,
   California
 1000 Town Center Drive,
   Oxnard                      N/A      N/A   42% 1   98% 2   93% 2   Law offices, photocopying and printing
                                                                      services.

 Mariner Court, Torrance       N/A      N/A     N/A   96% 2   97% 1   Insurance brokers.

 Salt Lake City, Utah
 Woodlands Tower II, 
   Salt Lake City              N/A      N/A   96% 2   98% 2   95% 2   Insurance services and health care
                                                                      staffing.

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

 Greater San Francisco
   Bay Area, California
 Village Green, Lafayette      N/A      N/A     N/A   82% 3  100% 2   Software development.

 RETAIL
 Academy Place Shopping 
   Center, Colorado Springs    N/A      N/A     N/A     N/A   99% 2   Discount clothing store and restaurant.   
</TABLE>
 
Lease Expirations - Real Estate Portfolio

The following table sets forth for all of the Company's Properties for
each of the ten years beginning January 1, 1996 (i) the number of
leases that expire in each year, (ii) the square feet covered by such 
expiring leases, (iii) the annualized base rent (the "Annualized Base
Rent(1)") represented by such expiring leases and (iv) the percentage
of total Annual Base Rent for expiring leases. 

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


 1996                  84       378,738   $2,529,036                     14%
 1997                  85       722,837    4,771,404                     26%
 1998                  71       538,713    3,989,868                     21%
 1999                  34       328,374    2,357,772                     13%
 2000                  33       240,803    2,287,236                     12%
 2001                   6       201,782    1,974,396                     11%
 2002                   2        17,540      391,356                      2%
 2003                   2        10,279      158,352                      1%
 2004                   1         2,770       27,168                      -    
 2005 and thereafter    2         6,191       94,812                      -    

 Total                320     2,448,027  $18,581,400                    100%


Lease Expirations - Significant Properties 
 
The following tables show, as of December 31, 1995, tenant lease
expirations for the next ten years at Properties representing
approximately 10% or more of the Company's total 1995 rental income or
approximately 10% or more of the total Company's gross land and
building assets. 
 
The tables set forth for each property specified below for each of the
ten years beginning January 1, 1996 (i) the number of leases that
expire in that year, (ii) the square feet covered by such expiring
leases, (iii) the Annualized Base Rent represented by such expiring
leases, and (iv) percentage of total Annual Base Rent for leases based
on December 31, 1995 rents. 


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

                                Mariner Court

 1996                  9         15,030      $259,476                    14%
 1997                  8         19,890       377,796                    21%
 1998                 11         33,752       524,604                    29%
 1999                  3          4,458        70,608                     4%
 2000                  5         12,114       192,168                    11%
 2001                  1          3,734        30,828                     2%
 2002                  1         13,615       334,932                    19%
 2003                  -              -             -                     -   
 2004                  -              -             -                     -   
 2005 and thereafter   -              -             -                     -   

 Total                38        102,593    $1,790,412                   100% 

(1) Annualized Base Rent means, for any property and at any date, the
product of (i) the monthly base rent in effect with respect to such
property at such date or, if such monthly base rent has been reduced
by a temporary rent concession, the monthly base rent that would have
been in effect at such date in the absence of such concession,
multiplied by (ii) 12.  Annualized Base Rent does not reflect any
increases or decreases in monthly rental rates or lease expirations
which are scheduled to occur or which may occur after the date of
calculation or the cost of any leasing commissions or tenant
improvements.

Lease Expirations - Significant Properties (Continued)



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

                            1000 Town Center Drive

 1996                   -             -    $       -                      -   
 1997                   1         2,637       45,504                     3%
 1998                   -             -            -                      -   
 1999                   2        10,174      157,668                     9%
 2000                   4        35,012      798,300                    45%
 2001                   2        42,186      625,152                    35%
 2002                   -             -            -                      -   
 2003                   1         7,390      115,284                     6%
 2004                   1         2,770       27,168                     2%
 2005 and thereafter    -             -            -                      -   

 Total                 11       100,169   $1,769,076                   100%

                                 Woodlands Tower II

 1996                   1         3,641   $   50,976                     3%
 1997                   4        57,110      787,728                    51%
 1998                   3        35,311      511,008                    33%
 1999                   1         5,625       92,940                     6%
 2000                   1         2,661       43,908                     3%
 2001                   -             -            -                      -   
 2002                   1         3,925       56,424                     4%   
 2003                   -             -            -                      -   
 2004                   -             -            -                      -   
 2005 and thereafter    -             -            -                      -   

 Total                 11       108,273   $1,542,984                   100%

                          Dupont Industrial Center

 1996                   6       101,137   $  369,504                    26%
 1997                   4       232,916      670,260                    47%
 1998                   4        49,171      185,484                    13%
 1999                   2        47,088      143,148                    10%
 2000                   1        20,880       62,640                     4%
 2001                   -             -            -                     -   
 2002                   -             -            -                     -   
 2003                   -             -            -                     -   
 2004                   -             -            -                     -   
 2005 and thereafter    -             -            -                     -   

 Total                 17       451,192   $1,431,036                   100% 

Principal Provisions of Leases of the Properties

<TABLE>
<CAPTION>
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 1995.
<S>                  <C>         <C>            <C>          <C>          <C>             <C>         <C>
                          Annual  # of Tenants                Square Feet   Contract Rent 
                          Realty   with 10% or       Project      of Each       ($/Sq/Yr)       Lease  Renewal
Property              Taxes/Rate   More of GLA   Square Feet       Tenant  At End of Year  Expiration  Options

INDUSTRIAL
Greater San Francisco
 Bay Area, California
Building 3,
 Contra Costa Diablo     $26,738             1        21,840       21,840           $4.95     Aug. 98     None
 Ind. Park, Concord    $1.04/100

Building 8, Contra 
  Costa Diablo           $41,287             1        31,800       31,800           $6.00     Dec. 00  2-5 yr.
  Ind. Park, Concord   $1.04/100

Building 18, Mason 
  Industrial Park,       $20,455             2        28,850        7,225           $6.48     Nov. 98     None
  Concord              $1.04/100

Milpitas Town Center,    $85,341             4       102,620       23,924           $7.80     Jul. 98     None
  Milpitas             $1.06/100                                   24,426           $8.24     Apr. 97     None
                                                                   30,840           $7.20     Jul. 98  1-5 yr.
                                                                   23,430           $6.15     Jan. 00  1-5 yr.

Auburn Court, Fremont    $41,415             4        68,030       15,755           $5.58     Oct. 98  1-5 yr.
                       $1.07/100                                   16,095           $5.16     Sep. 98  1-5 yr.
                                                                   12,060           $9.00     Apr. 98     None
                                                                   12,060           $7.20     Jul. 00     None

Westinghouse Drive, 
  Fremont                $15,651             1        24,030       24,030           $5.52     Sep. 97  1-3 yr.
                       $1.07/100

350 East Plumeria 
  Drive,                $133,862             1       142,700      142,700           $7.80     Dec. 01  1-5 yr.
  San Jose             $1.05/100

301 East Grand,          $28,873             2        57,846       26,240           $6.24     Jun. 98     None
  South San Francisco  $1.00/100                                   14,400           $5.34     Oct. 99     None 

342 Allerton,            $45,456             4        69,312       19,751           $6.72     Mar. 97     None
  South San Francisco  $1.00/100                                    9,720           $7.80     Mar. 97  1-5 yr.
                                                                   30,953           $6.60     Feb. 99     None
                                                                    8,888           $7.20     Aug. 97     None

400 Grandview,           $72,657             5       107,004       21,841           $6.72     Dec. 96     None
  South San Francisco  $1.00/100                                   26,800           $8.75     Jun. 97     None
                                                                   20,710           $8.56     Aug. 97  1-3 yr.
                                                                   18,789           $6.32     May 99   1-5 yr.
                                                                   18,864           $6.60     Jan. 97  1-5 yr.

410 Allerton,            $17,280             1        46,050       46,050           $5.16     Apr. 98     None
  South San Francisco  $1.00/100

417 Eccles,              $12,503             2        24,624       12,960           $6.00     Dec. 97  1-5 yr.
  South San Francisco  $1.00/100                                   11,664           $5.39     Aug. 97  1-5 yr.

Greater Los Angeles 
  Area, California
Dupont Industrial 
  Center,               $212,254             1       451,192      183,244           $2.64     Mar. 97     None
  Ontario              $1.01/100

3002 Dow Business 
  Center,               $205,352             0       192,125          N/A             N/A         N/A      N/A
  Tustin               $1.02/100

Denver, Colorado
Bryant Street Annex, 
  Denver                 $20,816             2        55,000       42,148           $3.95     Mar. 99  1-1 yr.
                       $8.12/100                                   12,852           $4.25     Apr. 98  1-2 yr.

Bryant Street Quad, 
  Denver                 $77,807             3       155,536       17,440           $2.65     Mar. 97  1-3 yr.
                       $8.12/100                                   20,726           $2.12     Feb. 96     None
                                                                   16,055           $2.80     Feb. 96  1-3 yr.

Minneapolis/St. Paul, 
  Minnesota
St. Paul Business 
  Center East,          $139,758             3        77,000       12,300           $6.31     Aug. 98     None
  Maplewood            $6.62/100                                   19,000           $6.80     Oct. 98     None
                                                                   10,200           $8.25     Nov. 97  1-5 yr.

St. Paul Business 
  Center West,          $198,672             1       108,750       11,770           $6.55     Oct. 97  1-3 yr.
  Maplewood            $6.62/100           

Greater Portland 
  Area, Oregon
Twin Oaks Technology 
  Center,                $57,597             2        94,177       10,780           $7.65     Aug. 97     None
  Beaverton            $1.34/100                                   12,240           $7.68     Dec. 96     None

Twin Oaks Business 
  Park,                  $41,540             3        65,238        9,409           $4.87     May 99      None
  Beaverton            $1.34/100                                    9,236           $7.62     May 96      None
                                                                   14,522          $10.84     Jul. 96  1-3 yr.

Kansas City, Kansas
Building 3, Ninety- 
  Ninth Street,          $61,423             2        50,000       18,750           $6.66     Mar. 96     None
  Lenexa              $12.65/100                                   31,250           $5.38     May 98      None

Building 1, Ninety-
  Ninth Street,          $46,907             2        35,516       19,019           $7.59     Sep. 98  1-5 yr.
  Lenexa              $12.65/100                                   13,305           $8.60     Oct. 97     None

Building 2, Ninety-
  Ninth Street,          $21,417             1        12,974       12,974           $7.56     Oct. 99     None
  Lenexa              $12.65/100

Lackman Business 
  Center,                $64,431             2        45,956        5,510           $9.80     Jan. 97     None
  Lenexa              $12.65/100                                    5,132           $9.68     May 98      None

SUBURBAN OFFICE 
  PROPERTIES
Greater Los Angeles 
  Area, California

1000 Town Center 
  Drive,                $170,058             2       107,653       29,837          $23.71    May 00   2-5 yr.
  Oxnard               $1.04/100                                   45,119          $15.45    Aug. 01  1-5 yr.

Mariner Court, 
  Torrance               $87,834             1       105,436       13,615          $24.60    Dec. 02     None
                       $1.00/100

Salt Lake City, Utah
Woodlands Tower II,     $111,842             2       114,352       42,590          $14.12    Feb. 97     None
  Salt Lake City       $1.43/100                                   22,599          $15.00    Jan. 98     None
   
Kansas City, Kansas
6600 College Blvd.,     $147,294             1        79,316       62,441          $11.80    Dec. 99     None
  Overland Park       $13.15/100

Greater San Francisco 
  Bay Area,
  California
Village Green, 
  Lafayette              $24,113             2        16,895        1,798          $18.00    Apr. 98  1-5 yr.
                       $1.08/100                                    2,119          $18.60    Aug. 96  1-3 yr.        
                                             
RETAIL
Academy Place 
  Shopping Center,       $63,113             2        84,347       38,703           $8.00    Jan. 00  1-5 yr.
  Colorado Springs     $6.19/100                                   10,826          $15.71    Dec. 01  1-5 yr. 
</TABLE>

Average Effective Rent

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


INDUSTRIAL BUILDINGS:
Greater San Francisco Bay Area,
California
Building 3, Contra Costa Diablo          Westinghouse Drive 
     1991                  $7.95              1991                      N/A
     1992                  $8.35              1992                      N/A
     1993                  $8.35              1993                      N/A
     1994                  $8.35              1994                      N/A
     1995                  $4.95              1995                    $5.52    
 
Building 8, Contra Costa Diablo          350 East Plumeria Drive 
     1991                  $7.08              1991                      N/A
     1992                  $7.08              1992                      N/A
     1993                  $7.43              1993                      N/A
     1994                  $7.81              1994                      N/A
     1995                  $6.00              1995                    $7.80

Building 18, Mason Industrial            301 East Grand
Park 
     1991                  $7.47              1991                      N/A
     1992                  $6.28              1992                      N/A
     1993                  $7.03              1993                      N/A
     1994                  $6.95              1994                      N/A
     1995                  $6.63              1995                    $5.92

Milpitas Town Center                     342 Allerton 
     1991                    N/A              1991                      N/A
     1992                    N/A              1992                      N/A
     1993                    N/A              1993                      N/A
     1994                  $7.11              1994                      N/A
     1995                  $7.35              1995                    $6.88

Auburn Court                             400 Grandview
     1991                    N/A              1991                      N/A
     1992                    N/A              1992                      N/A
     1993                    N/A              1993                      N/A
     1994                    N/A              1994                      N/A
     1995                  $6.54              1995                    $7.49

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


INDUSTRIAL BUILDINGS:
Greater San Francisco Bay Area,
California
(continued) 

410 Allerton                             417 Eccles
     1991                    N/A              1991                      N/A   
     1992                    N/A              1992                      N/A
     1993                    N/A              1993                      N/A
     1994                    N/A              1994                      N/A
     1995                  $5.16              1995                    $5.71  

Greater Los Angeles Area,
California

Dupont Industrial Center                 3002 Dow Business Center 
     1991                    N/A              1991                      N/A
     1992                    N/A              1992                      N/A
     1993                    N/A              1993                      N/A
     1994                  $3.07              1994                      N/A
     1995                  $3.17              1995                    $8.88

Denver, Colorado

Bryant Street Annex                      Bryant Street Quad
     1991                    N/A              1991                      N/A
     1992                    N/A              1992                      N/A
     1993                    N/A              1993                      N/A
     1994                    N/A              1994                      N/A
     1995                  $4.02              1995                    $3.09

Minneapolis/St. Paul, Minnesota

St. Paul Business Center - East          St. Paul Business Center - West
     1991                    N/A              1991                      N/A
     1992                    N/A              1992                      N/A
     1993                    N/A              1993                      N/A
     1994                    N/A              1994                      N/A
     1995                  $7.01              1995                    $5.41

Greater Portland Area, Oregon 

Twin Oaks Technology Center              Twin Oaks Business Park
     1991                    N/A              1991                      N/A
     1992                    N/A              1992                      N/A
     1993                    N/A              1993                      N/A
     1994                    N/A              1994                      N/A
     1995                  $7.27              1995                    $7.75

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

INDUSTRIAL BUILDINGS (continued):
Kansas City, Kansas

Building 3, Ninety-Ninth Street          Building 2, Ninety-Ninth Street  
     1991                  $5.86              1991                      N/A
     1992                  $5.86              1992                      N/A
     1993                  $5.86              1993                      N/A
     1994                  $5.86              1994                      N/A
     1995                  $5.86              1995                    $7.56

Building 1, Ninety-Ninth Street          Lackman Business Center
     1991                    N/A              1991                      N/A
     1992                    N/A              1992                      N/A
     1993                    N/A              1993                      N/A
     1994                    N/A              1994                      N/A
     1995                  $7.96              1995                    $8.36

SUBURBAN OFFICE PROPERTIES
Greater Los Angeles Area,
California

1000 Town Center Drive                   Mariner Court
     1991                    N/A              1991                      N/A
     1992                    N/A              1992                      N/A
     1993                 $20.84              1993                      N/A
     1994                 $17.11              1994                   $19.32
     1995                 $17.66              1995                   $17.67
Salt Lake City, Utah

Woodlands Tower II                       6600 College Boulevard
     1991                    N/A              1991                      N/A
     1992                    N/A              1992                      N/A
     1993                 $13.02              1993                      N/A
     1994                 $14.47              1994                      N/A
     1995                 $14.25              1995                   $12.01

Greater San Francisco Bay Area,
California

Village Green 
     1991                    N/A
     1992                    N/A
     1993                    N/A
     1994                 $20.85
     1995                 $18.23
 
<PAGE>
              Net Effective Rent            
                       ($/Sq/Yr)                     
Properties        At End of Year                                    

RETAIL PROPERTIES:

Academy Place Shopping Center
     1991                    N/A
     1992                    N/A
     1993                    N/A
     1994                    N/A
     1995                 $10.08

Tax Information
<TABLE>
<CAPTION>
The following table sets forth for each of the Company's Properties
tax information 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. 
<S>                               <C>           <C>              <C>            <C> 
                                     Federal     Annual Rate of   Depreciation       Life 
Property                           Tax Basis       Depreciation         Method   In Years


INDUSTRIAL
Greater San Francisco Bay Area, 
  California
Building 3, Contra Costa 
  Diablo, Concord 
Building and Improvements          $1,116,128             3.18%   Straight Line      31.5
Building and Improvements              62,228             2.56%   Straight Line        39
Total Depreciable Assets           $1,178,356
 
Building 8, Contra Costa 
  Diablo, Concord
Building and Improvements           1,461,739             3.18%   Straight Line      31.5
 
Building 18, Mason Industrial 
  Park, Concord
Building and Improvements           1,210,962             3.18%   Straight Line      31.5
Building and Improvements              31,725             2.56%   Straight Line        39
Total Depreciable Assets            1,242,687
 
Milpitas Town Center, Milpitas 
Building and Improvements           4,504,839             2.56%   Straight Line        39

Auburn Court, Fremont
Building and Improvements           2,506,537             2.56%   Straight Line        39

Westinghouse Drive, Fremont
Building and Improvements             905,694             2.56%   Straight Line        39

350 East Plumeria Drive, 
  San Jose
Building and Improvements           4,783,430             2.56%   Straight Line        39

301 East Grand, 
  South San Francisco
Building and Improvements             971,347             2.56%   Straight Line        39

342 Allerton, South 
  San Francisco
Building and Improvements           1,562,551             2.56%   Straight Line        39

400 Grandview, South 
  San Francisco
Building and Improvements           3,563,230             2.56%   Straight Line        39

410 Allerton, South 
  San Francisco
Building and Improvements             901,053             2.56%   Straight Line        39

417 Eccles, South San Francisco
Building and Improvements             517,606             2.56%   Straight Line        39

Greater Los Angeles Area, 
  California
Dupont Industrial Park, Ontario 
Building and Improvements           6,083,259             2.56%   Straight Line        39

3002 Dow Business Center, Tustin
Building and Improvements           7,450,790             2.56%   Straight Line        39

Denver, Colorado
Bryant Street Annex, Denver
Building and Improvements             876,566             2.56%   Straight Line        39

Bryant Street Quad, Denver
Building and Improvements           2,207,894             2.56%   Straight Line        39

Minneapolis/St. Paul, Minnesota
St. Paul Business Center, 
  East, Maplewood
Building and Improvements           1,782,642             2.56%   Straight Line        39

St. Paul Business Center, 
  West, Maplewood
Building and Improvements           2,391,224             2.56%   Straight Line        39

Greater Portland Area, Oregon
Twin Oaks Technology 
  Center, Beaverton
Building and Improvements           4,901,645             2.56%   Straight Line        39

Twin Oaks Business Park, 
  Beaverton
Building and Improvements           2,886,085             2.56%   Straight Line        39

Kansas City, Kansas
Building 3, Ninety-Ninth 
  Street, Lenexa
Building and Improvements           2,131,840             3.18%   Straight Line      31.5
Building and Improvements               4,200             2.56%   Straight Line        39
Total Depreciable Assets            2,136,040
 
Ninety-Ninth Street #1, Lenexa
Building and Improvements           1,570,898             2.56%   Straight Line        39

Ninety-Ninth Street #2, Lenexa
Building and Improvements             564,583             2.56%   Straight Line        39

Lackman Business Center, Lenexa
Building and Improvements           1,662,259             2.56%   Straight Line        39

SUBURBAN OFFICE PROPERTIES
Greater Los Angeles Area, 
  California
1000 Town Center Drive, Oxnard 
Building and Improvements           4,712,185             2.56%   Straight Line        39

Mariner Court, Torrance
Building and Improvements           4,463,766             2.56%   Straight Line        39
 
Salt Lake City, Utah
Woodlands Tower II, 
  Salt Lake City
Building and Improvements           6,093,228             2.56%   Straight Line        39

Kansas City, Kansas
6600 College Boulevard, 
  Overland Park
Building and Improvements           3,981,947             2.56%   Straight Line        39

Greater San Francisco 
  Bay Area, California
Village Green, Lafayette 
Building and Improvements           1,411,700             2.56%   Straight Line        39

RETAIL
Academy Place Shopping 
  Center, Colorado Springs
Building and Improvements           3,381,215             2.56%   Straight Line        39

Total Depreciable Assets          $82,656,995
</TABLE>

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

ITEM 3.  LEGAL PROCEEDINGS
 
The Company is not a party to any material pending legal proceedings
other than routine litigation incidental to its business. 
 
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 
 
The Annual Meeting of the Stockholders of the Company originally
convened on September 13, 1995 and was reconvened on September 27,
October 12 and November 2, 1995 in order to obtain all votes from the
stockholders to amend the Company's charter to delete in its entirety
Article VIII thereof, relating to certain business combinations. 
Approximately 4,587,766 votes were cast for, 162,859 votes were cast
against, 45,815 votes abstained and there were 1,294,210 broker non-
votes on this proposal.  Since the Company did not obtain the required
affirmative vote of 80% of the outstanding Common Stock on this
proposal, the proposal will be reconsidered in a special stockholders
meeting to be held on March 28, 1996.
 
PART II
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER 
MATTERS 
 
The Common Stock of Bedford Property Investors, Inc. is listed for
trading on the New York Stock Exchange and the Pacific Stock Exchange
under the symbol "BED".  Prior to July 1, 1993, the Company's stock
was traded on the same exchanges under the symbol "ICM".  As of March
15, 1996, the Company had 462 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 as traded on the New York Stock Exchange and the dividends
declared per share for each quarter for the past two years. 



                                                                Dividend
                                         High          Low     Per Share

1994 
   First Quarter                       $7.250       $5.000        $0.080
   Second Quarter                      $7.000       $5.750        $0.090
   Third Quarter                       $7.000       $5.750        $0.090
   Fourth Quarter                      $6.125       $4.875        $0.095

1995
   First Quarter                       $6.375       $5.375        $0.095
   Second Quarter                      $5.875       $5.125        $0.105
   Third Quarter                       $6.750       $5.625        $0.105
   Fourth Quarter                      $7.625       $6.375        $0.105






<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA 
 
Following is a table of selected financial data of the Company for the
last five years (which should be read in conjunction with the
discussion under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Consolidated Financial
Statements and Notes thereto contained herein): 
<TABLE>
<CAPTION>
                                
        (in thousands of dollars, except per share data) 
<S>                              <C>          <C>         <C>        <C>        <C>
                                       1995         1994       1993       1992        1991  

Operating Data:                                          
   Rental income                  $  11,695    $   9,154   $  7,207   $  9,056   $   8,675 
   Income (loss) before 
     extraordinary item               2,895        3,609      3,147    (21,943)     (5,454)
   Net income (loss)                  2,895        3,609      3,147    (18,125)     (5,454)
   Net income (loss) applicable
     to common stockholders           1,607        3,609      3,147    (18,125)     (5,454)
   Income (loss) before 
     extraordinary item 
     per common share             $    0.26    $    0.59   $   0.53   $  (3.67)  $   (0.91)
   Net income (loss) 
     per common share             $    0.26    $    0.59   $   0.53   $  (3.03)  $   (0.91)

Balance Sheet Data:                                           
   Real estate investments        $ 128,964    $  55,053   $ 35,962   $ 45,553   $  76,310 
   Total assets                     133,478       62,294     43,007     47,509      78,324 
   Mortgage loans payable                 -            -          -      5,113      18,413 
   Bank loan payable                 43,250       22,400      3,621      4,400       3,000 
   Redeemable preferred shares       50,000            -          -          -           - 
   Common and other
     stockholders' equity            32,435       36,932     35,441     33,370      51,495 

Other Data:                                         
   Net cash provided by 
     operating activities         $   4,898    $   2,716   $  1,220   $    198   $   1,795 
   Net cash provided (used)
     by investing activities        (73,259)     (19,720)    10,085     (1,750)     (1,190)
   Net cash provided (used)
     by financing activities         64,655       16,807     (6,550)     1,400        (609)
 
   Funds from operations (2)          5,021        3,622      1,964        879         836        
   
   Dividends declared per share   $    0.41    $   0.355   $   0.18   $      -   $    0.12 
</TABLE>

   (2) Management considers Funds From Operations to be one measure of
the performance of an equity REIT.  Funds From Operations generally is
defined by NAREIT as net income (loss) (computed in accordance with
generally accepted accounting principles), excluding gains (losses)
from debt restructurings and sales of property, plus depreciation and
amortization, and after adjustments for unconsolidated partnerships
and joint ventures.  Funds From Operations was computed by the Company
in accordance with this definition.  Funds From Operations does not
represent cash generated by operating activities in accordance with
the 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. 

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND  RESULTS  OF  OPERATIONS 
 
Management's Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with the Selected
Financial Data set forth above and the Consolidated Financial
Statements and Notes thereto contained herein. 

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

Results of Operations - 1995 Compared to 1994

Income from Property Operations
Income from property operations (defined as rental income less rental
expenses) increased $1,738,000, or 38%, in 1995 compared with 1994. 
This is due primarily to an increase in rental income of $2,541,000
offset by an increase in rental expenses (which include operating
expenses, real estate taxes, and depreciation and amortization) of
$803,000.  

The increase in rental income and expenses is primarily attributable
to an increase in real estate investments.  The Company acquired the
Landsing Pacific Portfolio and 3002 Dow Business Center in December
1995; 6600 College Boulevard in October 1995; 350 East Plumeria Drive,
Lackman Business Center, Ninety-Ninth Street #1 and Ninety-Ninth
Street #2 in September 1995; Village Green and Milpitas Town Center in
the middle of the third quarter of 1994; and Dupont Industrial Center
in May 1994.  These acquisitions increased rental income and rental
expenses by $2,832,000 and $938,000, respectively.  Additionally, 1000
Town Center Drive (acquired December 30, 1993) had an increase in
rental income and rental expenses of $553,000 and $304,000,
respectively, resulting from a 49% increase in occupancy from August
1994 to December 1995.  

The effect of these acquisitions was partially offset by the sales of
the IBM Building and Cody Street Park, Building 6, and vacancies at
Contra Costa Diablo Buildings 3 and 8, generating a reduction in 1995
rental income and rental expenses of approximately $683,000 and
$204,000, respectively.  

Expenses
Interest expense, which includes amortization of loan fees, increased
$639,000, or 67%, in 1995 compared with 1994.  The increase is
attributable to the Company's higher level of borrowing on its credit
facility to finance the acquisition of properties in 1994 and the
Landsing Pacific Portfolio in December 1995.  The loan fee
amortization expense for 1995 and 1994 was $277,000 and $231,000,
respectively.  General and administrative expenses remained relatively
unchanged in 1995 compared with 1994.  In 1995, the increase of
$363,000 in personnel costs associated with a larger real estate
portfolio was offset by the reversal of a $245,000 income tax
liability assessed in 1993 by the state of New Jersey and the decrease
of $62,000 in directors and officers (D & O) insurance expense.   D &
O insurance was renewed at a lower premium due to the Company's
improved operating performance in the recent years.

Gain (Loss) on Sale
On January 14, 1994, the Company sold its investment in the Texas Bank
North Building for $8,500,000 and recorded a gain of $1,193,000.  The
gain on the sale of the Texas Bank North Building primarily resulted
from an improvement in the local real estate economy subsequent to a
1992 write down of this asset by $3,631,000.

On September 20, 1995, the Company sold its investment in Cody Street
Park, Building 6 for $1,500,000, resulting in a loss of $12,000.  On
October 2, 1995, the Company sold its investment in the IBM Building
for $6,500,000, resulting in a loss of $630,000.  In anticipation of
such sale, the Company recorded a provision for possible loss of
$630,000 in the third quarter of 1995.

Dividends
Dividends declared for the four quarters of 1995 totaled $0.41 per
share.  Consistent with the Company's policy, the dividend declared
for the last quarter of 1995 was paid in 1996; as a result, the
Company's statement of cash flows for the year ended December 31, 1995
reflects dividends declared for the fourth quarter of 1994 and the
first three quarters of 1995.  The dividends declared for the fourth
quarter of 1995 and 1994 were $0.105 and $0.095 per share,
respectively.  Dividends of $163,000 and $1,125,000 were declared on
the $50,000,000 Convertible Preferred Stock for the third and fourth
quarters of 1995, respectively.  The declared dividends were paid 45
days after each quarter ended.

Government Regulations
The Properties are subject to various federal, state and local
regulatory requirements such as local building codes and other similar
regulations.  The Company believes that the Properties are currently
in substantial compliance with all applicable regulatory requirements,
although expenditures at Properties may be required to comply with
changes in these laws.  No material expenditures are contemplated at
this time in order to comply with any such laws or regulations. 
 
Under various federal, state and local laws, ordinances and
regulations, an owner or operator of real estate is liable for the
costs of removal or remediation of certain hazardous or toxic
substances released on, above, under, or in such property.  Such laws
often impose such liability without regard to whether the owner knew
of, or was responsible for, the presence of such hazardous or toxic
substances.  The costs of such removal or remediation could be
substantial. Additionally, the presence of such substances or the
failure to properly remediate such substances may adversely affect the
owner's ability to borrow using such real estate as collateral.  All
of the Properties have had Phase I environmental site assessments
(which involve inspection without soil sampling or groundwater
analysis) by independent environmental consultants and have been
inspected for hazardous materials as part of the Company's acquisition
inspections.  None of these  Phase I assessments has revealed any
environmental conditions requiring material expenditures for
remediation.  The Phase I assessment for Milpitas Town Center
indicates that the ground water under the property either has been or
may in the future be impacted by the migration of contaminants
originating off-site.  According to information available to the
Company, the responsible party for this off-site source has been
identified and has begun remediation pursuant to a clean-up program
mandated by a California environmental authority and the clean-up
program is backed by an insurance policy from CIGNA up to $10 million.
The Company does not believe that this environmental matter will
impair the future value of Milpitas Town Center in any significant
respect. 
 
The Company believes that it is in compliance in all material respects
with all federal, state and local laws regarding hazardous or toxic
substances, and the Company has not been notified by any governmental
authority of any non-compliance or other claim in connection with any
of its present or former properties.  The Company does not anticipate
that compliance with federal, state and local environmental protection
regulations will have any material adverse impact on the financial
position, results of operations or liquidity of the Company. 
 
Results of Operations - 1994 Compared to 1993 
 
Income from Property Operations
Income from property operations increased $3,027,000, or 190%, in 1994
compared with 1993.  This was due to an increase of rental income of
$1,947,000 combined with a decrease in rental expenses of $1,080,000. 
The increase in rental income is primarily attributable to
acquisitions of real estate investments.  The major acquisitions
occurring in late 1993 and in 1994 were Woodlands II, 1000 Town Center
Drive, Dupont Industrial Center, Mariner Court, and Milpitas Town
Center.  These acquisitions increased 1994 rental income by
approximately $4,000,000.  This increase was partially offset by the
sales of Point West Place and University Tower in 1993, generating a
reduction in 1994 rental income of approximately $2,500,000. 
 
The decrease in rental expenses is primarily attributable to the
decrease in the amortization of leasing commissions and tenant
improvements.  The newly acquired buildings have not yet incurred
significant leasing commissions and tenant improvement costs. 
 
Since leasing commissions and tenant improvement costs are amortized
over the life of the lease (generally three to five years), the impact
of having the portfolio consisting primarily of newly acquired
buildings has been a significant reduction in amortization expense. 
 
Expenses 
Interest expense, which includes amortization of loan fees, increased
$239,000, or 33%, in 1994 compared with 1993.  The increase is
attributable to the Company's higher level of borrowing on its credit
facility combined with the increase in interest rates and amortization
expense of loan fees.  The higher level of borrowing was attributable
to the acquisition of real estate in late 1993 and 1994.  General and
administrative expenses remained relatively unchanged in 1994 compared
with 1993.  

Gains on Sales
In 1992, management and the board of directors decided to revise the
investment strategy and geographic focus of investments from a
continental-wide basis to a Western United States focus.  This was
done because of the value growth advantage perceived in the Western
United States, new management's knowledge and experience in real
estate in the Western United States and, in part, because greater
management effectiveness and cost efficiencies can be achieved by
operating in a smaller geographic region. 

Certain properties in the real estate portfolio were identified for
disposition.  Those properties were individually evaluated and written
down to management's best estimate of net realizable value.   Such
properties continued to be depreciated during the holding period prior
to disposition. 
 
In writing down the properties, the Company relied on studies
performed by outside appraisers and consultants.  The three methods
used, discounted cash flows, NOI capitalization and comparable sales,
indicated that current market values of these properties were below
their book value. 
 
On May 1, 1993, the Company sold its interest in the Edison Square
partnerships, which were unconsolidated joint ventures, and recorded a
gain of $2,686,000;  this gain was due primarily to the book value of
those partnerships having been reduced to negative $2,686,000 as the
result of partnership losses.  In August 1993, the Company sold its
investment in University Tower for $15,200,000 and recorded a gain of
$407,000.  In October 1993, the Company sold its investment in Point
West Place for $7,180,000 and recorded a gain of $493,000.  On January
14, 1994, the Company sold its investment in the Texas Bank North
Building for $8,500,000 and recorded a gain of $1,193,000.  
 
The gains on the sales of University Tower and Point West Place
related primarily to the depreciation of those properties during the
holding period.  The gain from the sale of Texas Bank North was due to
improvements in 1993 in the local real estate market. 
 
The significant number of property sales occurring in 1993 and 1994
were attributable to management's decision to refocus the real estate
portfolio on suburban  office and industrial buildings located in the
Western United States.  The Company does not expect this level of
property sales to occur in the future. 
 
Dividends 
Dividends declared for the four quarters of 1994 totaled $0.355 per
share.  Consistent with the Company's policy, the dividend declared
for the last quarter of 1994 was paid in 1995; as a result, the
Company's statement of cash 
flows for the year ended December 31, 1994 reflects dividends declared
for the fourth quarter of 1993 and the first three quarters of 1994. 
The dividends declared for the fourth quarter of 1994 and 1993 were
$0.095 and $0.07 per share respectively.  

Financial Condition 
 
Total assets of the Company at December 31, 1995 increased by
$71,184,000 compared with December 31, 1994, primarily as a result of
an increase in real estate investments (net of depreciation) of
$73,911,000.  During 1995, the Company acquired 20 properties and sold
2 properties.  Total liabilities at December 31, 1995 increased by
$25,681,000 compared with December 31, 1994, primarily as a result of
increased borrowings under the Company's credit facility in order to
finance the purchase of the Landsing Pacific Portfolio. 

Liquidity and Capital Resources 
 
During the year ended December 31, 1995, the Company's operating
activities provided net cash flow of $4,898,000.  Its investing
activities provided cash flow of $7,914,000 from the sale of the IBM
Building and Cody Street, Building 6 and utilized $81,173,000 of cash
to acquire real estate investments.  The financing activities provided
cash flow of $64,655,000, primarily from the Convertible Preferred
Stock sale of $50,000,000 less issuance costs of $3,631,000, and bank
borrowings of $47,100,000, offset by repayment of bank loan of
$26,250,000 and payment of dividends of $2,568,000. 
 
On September 18, 1995, the Company completed the sale of $50,000,000
of the Convertible Preferred Stock to an entity beneficially owned by
an investment fund managed by Aldrich Eastman Waltch.  The Convertible
Preferred Stock contains financial covenants and conditions that if
the Company fails to maintain or achieve, its holders have the right
to cause the Company to redeem all of the outstanding shares of
Convertible Preferred Stock at a redemption price of $6.00 per share
plus all accrued dividends payable.  In that case, the Company could
experience substantial difficulty in financing such redemption and may
be required to liquidate a substantial portion of its properties.

A portion of net cash proceeds from the Convertible Preferred Stock
sale was used to pay off outstanding borrowings under the Company's
$23 million credit facility.  The facility, obtained in December 1993
for $20 million and increased to $23 million in August 1994, was
restated and amended to $60 million on September 18, 1995.  The
amended facility, which matures on September 1, 1998, bears interest
at a floating rate equal to either the lender's published "reference
rate" plus 0.50% or its "Offshore rate" (similar to LIBOR) plus 2.25%. 
The credit facility contains various restrictive covenants including,
among other things, a covenant limiting quarterly dividends to 90% of
average Funds From Operations for the immediately preceding two fiscal
quarters.

The facility was used, in part, to finance the acquisitions of Mariner
Court, Dupont Industrial Center, Village Green, and Milpitas Town
Center in 1994 and the Landsing Pacific Portfolio in 1995.  At
September 30, 1995, the Company was in compliance with the covenants
and requirements of the credit facility. 
The Company and the lender under the credit facility have agreed, in
principle, to amend the credit facility, subject to the final approval
of the lender and negotiation of definitive documentation.  There can
be no assurance, however, that an agreement between the lender and the
Company will actually be finalized.  If finalized, the Company
believes that the amendment will increase the commitment from $60
million to $100 million and reduce the interest rates.  The amendment
of the credit facility will be conditioned upon the Company's receipt
of net proceeds from its currently proposed public offering of not
less than $45 million.

In addition, the Company has obtained a commitment from a major
financial institution for loans which would be secured by mortgages on
three to four of the Company's properties.  The mortgage loans are
subject to the negotiation of definitive documentation and there can
be no assurance that an agreement between the mortgage lender and the
Company will actually be finalized.  If finalized, the Company
believes that the principal amount of the loan would be approximately
$20 to $25 million and the loan would mature in 2003.

The Company anticipates that the cash flow generated by its real
estate investments will be sufficient to meet its short-term liquidity
requirements.  The Company expects to fund the cost of acquisitions,
capital expenditures, costs associated with lease renewals and
reletting of space, repayment of indebtedness, and development of
properties from (i) cash flow from operations, (ii) borrowings under
the credit facility and, if available, other indebtedness (which may
include indebtedness assumed in acquisitions),  (iii) the sale of real
estate investments, and (iv) the sale of equity securities and,
possibly, the issuance of equity securities in connection with
acquisitions. 
 
The ability to obtain mortgage loans on income-producing 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 

For the years ended December 31, 1993 and 1994, net income has been
positively affected by gains on sales of real estate investments and
joint venture partnerships.  The Company does not anticipate that its
1996 net income will be materially impacted by such gains on sales. 
 
At the present time, borrowings under the Company's credit facility
bear interest at a floating rate.  The Company anticipates that its
results from operations in 1996 may be negatively impacted by future
increases in interest rates and substantial borrowings to finance
property acquisitions. 

While the Company has historically been successful in renewing and
releasing space, the Company will be subject to the risk that certain
leases expiring in 1996 may not be renewed or the terms of renewal may
be less favorable than current lease terms.  However, the Company
expects to release the vacant spaces without any material adverse
impact on 1996 operations.  In addition, the Company expects to incur
costs in making improvements or repairs to its portfolio of properties
required by new or renewing tenants and expenses associated with
brokerage commissions payable  in connection with the reletting of
space.   

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

Accounting Developments

The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards No. 121, Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of (FAS
121) and Statement of Financial Accounting Standards No. 123,
Accounting for Stock-Based Compensation (FAS 123).

The Company has adopted FAS 121 effective January 1, 1996 and believes
that adoption will not have a material impact on the Company's 1996
financial statements.  The Company will adopt the disclosure
requirements of FAS 123 in 1996 but continue to account for its stock
option plans under Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees as permitted under FAS 123.

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 increases in the Company's borrowing costs.  

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
Index to Financial Statements and Schedules Covered by Reports of
Independent Public Accountants

Report of Independent Public Accountants                             36 
Consolidated Balance Sheets as of December 31, 1995 and 1994         37
For Years Ended December 31, 1995, 1994 and 1993
 - Consolidated Statements of Income                                 38
 - Consolidated Statements of Stockholders' Equity                   39
 - Consolidated Statements of Cash Flows                             40
 - Notes to Consolidated Financial Statements                     41-49 
Financial Statement Schedule: 
 - Schedule III - Real Estate and Accumulated Depreciation        50-53
  
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 16, 1996.

PART  IV
 
ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K 
 
(a)     1.   Financial Statements 

        Report of independent public accountants. 

        The following consolidated financial statements of the
        Company and its subsidiaries are included in Item 8 of this
        report: 
 
        Consolidated Balance Sheets as of December 31, 1995 and 1994. 

        Consolidated Statements of Income for the years ended
        December 31, 1995, 1994, and 1993. 
 
        Consolidated Statements of Stockholders' Equity for the
        years ended December 31, 1995, 1994 and 1993. 
 
        Consolidated Statements of Cash Flows for the years ended
        December 31, 1995, 1994 and 1993. 
 
        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
 
   4.1            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.

   4.2            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.

   10.2           The Company's Employee Stock Option Plan, as amended
                  and restated, is incorporated herein by reference to
                  Exhibit 10.2 to the Company's Registration Statement on
                  Form S-2, Registration No. 333-921.

   10.3           The Company's 1992 Directors' Stock Option Plan, as
                  amended and restated, is incorporated herein by
                  reference to Exhibit 10.3 to the Company's Registration
                  Statement on Form S-2, Registration No. 333-921.

   10.4           Amended and Restated Credit Agreement for $60 million
                  revolving line of credit dated as of September 14,
                  1995, by and between the Company, as Borrower, and Bank
                  of America National Trust and Savings Association is
                  incorporated herein by reference to Exhibit 10.15 to
                  the Company's Quarterly Report on Form 10-Q for the
                  quarter ended September 30, 1995.

   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.

   10.9           Series A Convertible Preferred Stock Purchase
                  Agreement, among the Company, AEW Partners, L.P. and
                  Peter B. Bedford dated as of May 18, 1995, is
                  incorporated herein by reference to Exhibit 10.15 to
                  the Company's Quarterly Report on Form 10-Q for the
                  quarter ended June 30, 1995.

   10.10          Amendment No. 1 to the Series A Convertible Preferred
                  Stock Purchase Agreement dated September 11, 1995,
                  among the Company, AEW Partners, L.P. and Peter B.
                  Bedford, is incorporated herein by reference to Exhibit
                  10.12 to the Company's Quarterly Report on Form 10-Q
                  for the quarter ended September 30, 1995.

   10.11          Standstill Agreement dated as of September 18, 1995, by
                  and between the Company and Peter B. Bedford 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, 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.

   21.1*          Subsidiaries of the Company.

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

*Filed herewith.
 
(b)  Reports on Form 8-K 
 
During the quarter ended December 31, 1995, the Company filed on
October 2, 1995, a report on Form 8-K dated September 19, 1995,
reporting Items 2 and 7 and announcing the acquisitions of 350 East
Plumeria Drive, Lackman Business Center and Ninety-Ninth Street
Buildings 1 and 2, and the sale of Cody Street Park, Building 6.

During the quarter ended December 31, 1995, the Company filed on
November 30, 1995, a report on Form 8-K/A dated September 19, 1995
which supplemented Item 7 reported on Form 8-K dated September 19,
1995, regarding the acquisition of 350 East Plumeria Drive, Lackman
Business Center and Ninety-Ninth Street Buildings 1 and 2, and the
sale of Cody Street Park, Building 6.  The following financial
statements were filed:  (i) Historical Summary of Gross Income and
Direct Operating Expenses of 350 East Plumeria Drive for the year
ended December 31, 1994 and (ii) pro forma financial statements
showing the effect resulting from the acquisitions of 350 East
Plumeria Drive, Lackman Business Center, Ninety-Ninth Street #1 and #2
and the sale of Cody Street Park, Building 6.

During the quarter ended December 31, 1995, the Company filed on
October 16, 1995, a report on Form 8-K dated October 2, 1995,
reporting Items 2 and 7 and announcing the sale of the IBM Building. 
Pro forma financial statements showing the effect resulting from the
sale of the IBM Building were filed.

During the quarter ended December 31, 1995, the Company filed on
October 17, 1995, a report on Form 8-K dated October 6, 1995,
reporting Items 2 and 7 and announcing the acquisition of 6600 College
Boulevard.

During the quarter ended December 31, 1995, the Company filed on
December 15, 1995, a report on Form 8-K/A dated October 6, 1995 which
supplemented Item 7 on Form 8-K dated October 6, 1995, regarding the
acquisition of 6600 College Boulevard.  The following financial statements 
were filed:  (i) Historical Summary of Gross Income and Direct Operating
Expenses of 6600 College Boulevard for the year ended December 31,
1994 and (ii) pro forma financial statements showing the effect
resulting from the acquisition of 6600 College Boulevard.

During the quarter ended December 31, 1995, the Company filed on
November 10, 1995 a report on Form 8-K/A-2 dated December 30, 1993
which amended Item 7 on Form 8/K-A regarding the acquisition of
Mariner Court.  Pro forma financial statements showing the effect
resulting from the acquisition of Mariner Court were filed.

During the quarter ended December 31, 1995, the Company filed on
November 10, 1995, a report on Form 8-K/A-2 dated May 24, 1994 which
amended Item 7 on Form 8/K-A regarding the acquisition of Dupont
Industrial Center.  Pro forma financial statements showing the effect
resulting from the acquisition of Dupont Industrial Center were filed.

During the quarter ended December 31, 1995, the Company filed on
November 10, 1995, a report on Form 8-K/A-2 dated August 11, 1994
which amended Item 7 on Form 8/K-A regarding the acquisition of
Milpitas Town Center.  Pro forma financial statements showing the
effect resulting from the acquisition of Milpitas Town Center were
filed.

During the quarter ended December 31, 1995, the Company filed on
November 10, 1995, a report on Form 8-K/A dated January 14, 1994 which
amended Item 7 on Form 8-K regarding the sale of Texas Bank North. 
Pro forma financial statements showing the effect resulting from the
acquisition of Texas Bank North were filed.

During the quarter ended December 31, 1995, the Company filed on
December 19, 1995, a report on Form 8-K dated December 5, 1995,
reporting Items 2 and 7 and announcing the acquisition of 3002 Dow
Business Center.

During the quarter ended December 31, 1995, the Company filed on
December 27, 1995, a report on Form 8-K dated December 14, 1995,
reporting Items 2 and 7 and announcing the acquisition of the Landsing
Pacific Portfolio.<PAGE>
Report of Independent Public Accountants 
  
 
To the Stockholders and the Board of Directors of 
Bedford Property Investors, Inc.: 
 
We have audited the consolidated financial statements of Bedford
Property Investors, Inc. and subsidiaries as listed in the
accompanying index.  In connection with our audits of the consolidated
financial statements, we also have audited the financial statement
schedule as listed in the accompanying index.  These consolidated
financial statements and financial statement schedule are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial statements and
financial statement schedule based on our audits. 
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion. 
 
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of Bedford Property Investors, Inc. and subsidiaries as of December
31, 1995 and 1994, and the results of their operations and their cash
flows for each of the years in the three-year period ended December
31, 1995, 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 herein.
 
 
 
San Francisco, California                    KPMG Peat Marwick LLP
February 6, 1996 

<PAGE>
                      BEDFORD PROPERTY INVESTORS, INC. 
                        CONSOLIDATED BALANCE SHEETS 
                      AS OF DECEMBER 31, 1995 AND 1994 
            (in thousands, except share and per share amounts) 
 
                                                        1995            1994 


Assets: 

Real estate investments: 
  Industrial buildings                             $  94,897         $26,253 
  Office buildings - held for investment              30,025          23,022    
  Office buildings - held for sale                         -           8,928 
  Retail buildings                                     6,261               -   

                                                     131,183          58,203
  Less accumulated depreciation                        2,219           3,150   

                                                     128,964          55,053
Cash                                                   1,027           4,733    
Other assets                                           3,487           2,508   

    Total assets                                    $133,478         $62,294   


Liabilities and Stockholders' Equity:

Bank loan payable                                     43,250          22,400    
Accounts payable and accrued expenses                  1,451             850   
Dividend payable                                       1,765             568  
Acquisition payable                                    3,000             600   
Other liabilities                                      1,577             944   

    Total liabilities                                 51,043          25,362  

Redeemable preferred stock:
  Series A convertible preferred stock, par 
    value $0.01 per share; authorized 
    10,000,000 shares, issued and outstanding 
    8,333,334 shares in 1995; aggregate 
    redemption amount $50,000; aggregate
    liquidation preference $52,500.                   50,000               - 
     
Common stock and other stockholders' equity:
 Common stock, par value $0.01 per share;
   authorized 30,000,000 shares, issued and
   outstanding 6,090,650 shares in 1995,
   5,976,900 shares in 1994                               61              60 
 Additional paid-in capital                          107,214         107,151 
 Accumulated losses and distributions in
  excess of net income                               (74,840)        (70,279)

    Total common stock and other stockholders'
      equity                                          32,435          36,932    
 Total liabilities and stockholders' equity         $133,478         $62,294  


See accompanying notes to consolidated financial statements. 

                      
                      
                      
                      
                      
                      BEDFORD PROPERTY INVESTORS, INC. 
                     CONSOLIDATED STATEMENTS OF INCOME
           FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 and 1993 
            (in thousands, except share and per share amounts) 

                       
                                               1995         1994         1993


Property operations:                                        
  Rental income                             $11,695       $9,154       $7,207 
  Rental expenses:
    Operating expenses                        2,744        2,408        2,520 
    Real estate taxes                         1,105          916          840 
    Depreciation and amortization             1,484        1,206        2,250 

Income from property operations               6,362        4,624        1,597   
  
General and administrative expenses          (1,457)      (1,309)      (1,303) 
Interest income                                 226           56          136   
Interest expense                             (1,594)        (955)        (716)
Income from joint ventures                        -            -        2,533 

Income before gain (loss) on sales 
  of real estate investments                  3,537        2,416        2,247  

Gain (loss) on sales of real 
  estate investments                           (642)       1,193          900 

Net income                                   $2,895       $3,609       $3,147  

Net income applicable to common
  stockholders3                              $1,607       $3,609       $3,147  

Net income per common and common
  equivalent share3:                         $ 0.26       $ 0.59       $ 0.53 

Weighted average number of common 
  and common equivalent shares 
  outstanding                             6,179,098    6,147,664    5,975,900 


See accompanying notes to consolidated financial statements. 
 

                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    

     3 Reflects net income reduced by dividends of $1,288  for the
third and fourth quarters of 1995 on $50,000 of Series A Convertible
Preferred Stock issued on September 18, 1995.
<PAGE>
                    BEDFORD PROPERTY INVESTORS, INC. 
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 
          FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 
           (in thousands, except share and per share amounts) 


                                                                       Total
                                                   Accumulated        common
                                                    losses and     stock and
                                   Additional    distributions  other stock-
                          Common      paid-in     in excess of      holders'
                           stock      capital       net income        equity
 
Balance, 
  December 31, 1992         $ 60     $107,147        $(73,837)       $33,370 

Net income                     -            -           3,147          3,147 

Dividends to common 
  stockholders
  ($0.18 per share)            -            -          (1,076)        (1,076)

Balance, 
  December 31, 1993           60      107,147         (71,766)        35,441 

Issuance of common stock       -            4               -              4 

Net income                     -            -           3,609          3,609 

Dividends to common 
  stockholders
  ($0.355 per share)           -            -          (2,122)        (2,122)

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

Issuance of common stock       1           63               -             64 

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

Redemption of rights           -            -             (60)           (60)

Net income                     -            -           2,895          2,895 

Dividends to common 
  stockholders
  ($0.41 per share)            -            -          (2,477)        (2,477)

Dividends to preferred 
  stockholders (9%)            -            -          (1,288)        (1,288)

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


See accompanying notes to consolidated financial statements. 

<PAGE>
                      BEDFORD PROPERTY INVESTORS, INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS 
           FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 
                              (in thousands) 
                    
                                             1995         1994          1993


Operating Activities: 
  Net income                               $2,895       $3,609        $3,147 
  Adjustments to reconcile net 
      income to net cash provided
      by operating activities: 
    Depreciation and amortization           1,806        1,463         2,349 
    Loss (gain) on sale of real 
      estate investments                      642       (1,193)         (900)
    Gain on sale of joint venture 
      partnership operations                    -            -        (2,686)
    Equity in joint venture 
      partnership operations 
      (including depreciation of 
      $191 in 1993)                             -            -           153 
    Change in other assets                 (1,679)        (930)         (777)
    Change in accounts payable 
      and accrued expenses                    601         (615)         (252)
    Change in other liabilities               633          382           186 

Net cash provided by operating 
  activities                                4,898        2,716         1,220 

Investing Activities: 
  Investments in real estate              (81,173)     (28,009)      (11,552)
  Proceeds from sales of real 
    estate investments                      7,914        8,289        21,637 

Net cash provided (used) by 
  investing activities                    (73,259)     (19,720)       10,085 

Financing Activities: 
  Proceeds from bank loan                  47,100       36,138         5,221 
  Repayment of bank loan                  (26,250)     (17,359)       (6,000)
  Issuance of common stock                     64            -             -  
  Net proceeds from sale of 
    preferred stock                        46,369            -             -  
  Redemption of rights                        (60)           -             -  
  Repayment of mortgage loan                    -            -        (5,113)
  Payment of dividends                     (2,568)      (1,972)         (658)

Net cash provided (used) by 
  financing activities                     64,655       16,807        (6,550)

Net increase (decrease) in cash            (3,706)        (197)        4,755 
Cash at beginning of year                   4,733        4,930           175 

Cash at end of year                        $1,027       $4,733        $4,930 

Supplemental disclosure of cash 
  flow information 
a)   Non-cash investing and 
       financing activities:   
         Debt incurred in connection 
         with real estate acquired         $3,000         $600        $1,500 
b)   Cash paid during the year 
       for interest                        $1,283         $585        $  656 

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


Note 1 - Summary of Significant Accounting Policies
 
The Company 
Bedford Property Investors Inc. (the Company) is an equity real estate
investment trust with investments primarily in industrial and suburban
office properties concentrated in the Western United States.  On July
1, 1993, the Company (formerly known as ICM Property Investors
Incorporated) reincorporated from the state of Delaware to the state
of Maryland under a new name, Bedford Property Investors, Inc.  As of
July 1, 1993 the Company's Common Stock traded under the symbol "BED"
on both the New York and Pacific Stock Exchanges.  Concurrent with the
reincorporation, the number of authorized shares of Convertible
Preferred Stock was increased from 1,000,000 shares to 10,000,000
shares and the number of authorized shares of Common Stock was
increased from 10,000,000 to 30,000,000 shares.  Also, the par value
of both the Preferred and Common Stock was reduced from $1.00 to $0.01
per share and Treasury Stock was eliminated. 

Principles of Consolidation 
The consolidated financial statements include the accounts of Bedford
Property Investors, Inc., and its wholly-owned subsidiaries.  As of
May 31, 1993, the Company no longer had investments in unconsolidated
joint venture partnerships.  All significant inter-entity balances
have been eliminated in consolidation. 

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 and disclosures of contingent assets
and liabilities at the date of financial statements and the reported
amount of revenues and expenses during the reporting periods.  Actual
results could differ from those estimates.

Federal Income Taxes 
The Company has qualified 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.  No provision for Federal income taxes has been made in
the consolidated financial statements, as 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, 1995, for Federal income tax
purposes, the Company had  an ordinary loss carry forward of
approximately $39,720,000 and a capital loss carry forward of
approximately $15,195,000.  All dividend distributions made for 1995
were classified as return of capital for Federal income tax purposes. 
 
Real Estate Investments 
Buildings and improvements are carried at cost less accumulated
depreciation.  Buildings are depreciated on a straight-line basis over
45 years.  Upon the acquisition of an investment by the Company,
acquisition related costs are added to the carrying cost of that
investment.  These costs are being depreciated over the useful lives
of the buildings.  Leasing commissions and improvements to tenants'
space incurred subsequent to the acquisition are amortized over the
terms of the respective leases.  Expenditures for repairs and
maintenance, which do not add to the value or prolong the useful life
of a property, are expensed as incurred.  When the Company concludes
that the recovery of the carrying value of a real estate investment is
permanently impaired, it reduces such carrying value to the amount
deemed recoverable.  Investments which have been classified as offered
for sale are written down to estimated net realizable value if net
realizable value is less than the carrying amount of the investment. 

The Company has adopted, effective January 1, 1996, Statement of
Financial Accounting Standards No. 121, Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of (FAS
121).  The Company believes that adoption of FAS 121 will not have a
material impact on the Company's 1996 financial statements.
 
Income Recognition 
Rental income from operating leases is recognized in income on a
straight-line basis over the period of the related lease agreement. 
The aggregate rental income exceeded contractual rentals by $377,000
and $238,000 for 1995 and 1994, respectively.
 
Per Share Data 
Per share data are based on the weighted average number of common and
common equivalent shares outstanding during the year.  Stock options
issued under the Company's stock option plans are considered Common
Stock equivalents and are included in the calculation of per share
data  if, upon exercise, they would have a dilutive effect.  Dividends
accrued on the $50,000,000, Series A Convertible Preferred Stock are
deducted from net income for purposes of determining net income
applicable to common stockholders.
 
Note 2 - Real Estate Investments 
 
The following table sets forth the Company's real estate investments
as of December 31, 1995 (in thousands): 
                                                             Less 
                                                      Accumulated
                               Land     Building     Depreciation     Total
INDUSTRIAL
Greater San Francisco 
  Bay Area, California
Building 3 
  Contra Costa Diablo 
  Industrial Park, Concord  $   495      $ 1,230          $   138  $  1,587
Building 8 
  Contra Costa Diablo 
  Industrial Park, Concord      877        1,551              175     2,253
Building 18 
  Mason Industrial Park, 
  Concord                       610        1,305              155     1,760
Milpitas Town Center, 
  Milpitas                    1,935        5,284              139     7,080
Auburn Court, Fremont         1,410        2,506                2     3,914
Westinghouse Drive, 
  Fremont                       270          906                1     1,175
350 E. Plumeria Drive, 
  San Jose                    3,683        4,783               27     8,439
301 East Grand, South 
  San Francisco               2,064          971                1     3,034
342 Allerton, South 
  San Francisco               2,549        1,563                1     4,111
400 Grandview, South 
  San Francisco               3,289        3,563                3     6,849
410 Allerton, South 
  San Francisco               1,352          901                1     2,252
417 Eccles, South 
  San Francisco                 659          517                -     1,176
    Subtotal                 19,193       25,080              643    43,630

Greater Los Angeles 
  Area, California
Dupont Industrial Center, 
  Ontario                     3,588        6,142              251     9,479
3002 Dow Business Center, 
  Tustin                      4,301        7,451               14    11,738
    Subtotal                  7,889       13,593              265    21,217

Denver, Colorado
Bryant St. Annex, Denver        493          877                1     1,369
Bryant St. Quad, Denver       1,412        2,208                2     3,618
    Subtotal                  1,905        3,085                3     4,987

Minneapolis/St. Paul, 
  Minnesota
St. Paul Business 
  Center - East, Maplewood      764        1,783                2     2,545
St. Paul Business 
  Center - West, Maplewood    1,232        2,391                2     3,621
    Subtotal                  1,996        4,174                4     6,166

Greater Portland Area, 
  Oregon
Twin Oaks Tech. Center, 
  Beaverton                   1,464        4,902                4     6,362
Twin Oaks Business Park, 
  Beaverton                   1,179        2,886                3     4,062
    Subtotal                  2,643        7,788                7    10,424

Kansas City, Kansas
Ninety-Ninth Street #3, 
  Lenexa                        360        2,172              244     2,288
Ninety-Ninth Street #1, 
  Lenexa                        410        1,571                9     1,972
Ninety-Ninth Street #2, 
  Lenexa                        183          564                3       744
Lackman Business Center, 
  Lenexa                        628        1,663                9     2,282
    Subtotal                  1,581        5,970              265     7,286

     Total Industrial       $35,207      $59,690           $1,187   $93,710

                                                             Less 
                                                      Accumulated
                               Land     Building     Depreciation     Total

SUBURBAN OFFICE
Greater Los Angeles 
  Area, California
1000 Town Center Drive, 
Oxnard                      $ 1,785       $4,743         $    373  $  6,155
Mariner Court, Torrance       3,221        4,528              219     7,530
    Subtotal                  5,006        9,271              592    13,685

Salt Lake City, Utah
Woodlands Tower II, 
  Salt Lake City                945        6,137              364     6,718

Kansas City, Kansas
6600 College Blvd., 
  Overland Park               2,518        3,982               22     6,478

Greater San Francisco 
  Bay Area, California
Village Green, Lafayette        743        1,423               51     2,115

   Total Suburban Office      9,212       20,813            1,029    28,996

RETAIL
Academy Place Shopping 
  Center, Colorado Springs    2,880        3,381                3     6,258


Total                       $47,299      $83,884           $2,219  $128,964

  

University Tower
During the third quarter of 1992, the Company decided to offer
University Tower for sale.  In anticipation of such sale, the Company
wrote down its investment in this property by $3,200,000 in 1992.  On
August 18, 1993, the property was sold for a cash price of $15,200,000
which includes the reimbursement of tenant relocation costs of
$300,000, resulting in a gain of $407,000.

Point West Place
During the fourth quarter of 1992, the Company decided to offer Point
West Place for sale.  In anticipation of such sale, the Company wrote
down its investment in this property by $9,290,000 in 1992.  On
October 1, 1993, the property was sold for a cash price of $7,180,000,
resulting in a gain of $493,000.

Texas Bank North Building
During the fourth quarter of 1992, the Company decided to offer the
Texas Bank North Building for sale.  In anticipation of such sale, the
Company wrote down its investment in this property by $3,631,000.  In
December, 1993, the Company entered into a contract to sell the Texas
Bank North Building for a cash sale price of $8,500,000.  The sale was
completed on January 14, 1994 and resulted in a gain of $1,193,000. 
 
Mariner Court
The property, a suburban three-story office building located in
Torrance, California, was purchased for $7,500,000 or $71 per square
foot on January 5, 1994.  The Company recorded acquisition costs of
$113,000 paid to Peter B. Bedford, Chairman of the Board and Chief
Executive Officer of the Company (see Note 5).
 
Dupont Industrial Center
The property, a three-building industrial complex located in Ontario,
California, was purchased for $9,750,000 or $22 per square foot on May
24, 1994.  The Company recorded acquisition costs of $146,000 paid to
Mr. Bedford.  Because the property was only 68% leased at the time of
purchase,  the purchase contract established a rental income guarantee
fund of $400,000 which was disbursed to the Company until at least 90%
of the space was leased.  At December 31, 1994, the rental income
guarantee fund was terminated since the property was 91% leased.  The
Company had received $264,000 of the rental income guarantee fund. 
This amount has been accounted for as a reduction in the cost of the
property. 
 
Village Green 
The property, a suburban three-building office complex located in
Lafayette, California, was purchased for $1,792,000 or $106 per square
foot on July 7, 1994. The Company recorded acquisition costs of
$27,000 paid to Mr. Bedford. 
 
Milpitas Town Center
The property, a suburban two-building research and development complex
located in Milpitas, California, was purchased for $6,320,000 or $62
per square foot on August 11, 1994.  The Company recorded acquisition
costs of $95,000 paid to Mr. Bedford.  The property includes a 3.1
acre parcel of land on which the Company is developing a 45,090 square
foot research and development facility.

350 East Plumeria Drive
The property, a suburban research and development facility located in
San Jose, California, was purchased for $8,325,000 or $58 per square
foot on September 19, 1995.  The Company also recorded acquisition
costs of $125,000 paid to Bedford Acquisitions, Inc. ("BAI"), a
company wholly-owned by Mr. Bedford (see Note 5).

Lackman Business Center
The property, a single-story service center industrial project located
in Lenexa, Kansas, was purchased for $2,250,000 or $49 per square foot
on September 19, 1995.  The Company also recorded acquisition costs of
$34,000 paid to BAI.

Ninety-Ninth Street Buildings 1 and 2
The properties, two service industrial buildings located in Lenexa,
Kansas, were purchased for $2,685,000 or $55 per square foot on
September 20, 1995.  The Company also recorded acquisition costs of
$40,000 paid to BAI.

Cody Street Park, Building 6
In the third quarter 1995, the Company decided to sell the Cody Street
Park, Building 6.  The sale was completed on September 20, 1995, and
resulted in a loss of $12,000.

6600 College Boulevard
The property, a suburban service center industrial complex located in
Overland Park, Kansas, was purchased for $6,360,000 or $80 per square
foot, on  October 6, 1995.  The property was acquired from AEW #25
Trust, an affiliate of BED Preferred No. 1 Limited Partnership which
recently purchased $50 million of the Company's Series A Convertible
Preferred Stock.  The directors of the Company who are affiliated with
BED Preferred No. 1 Limited Partnership, however, played no role in
this acquisition.  The Company also recorded acquisition costs of
$95,000 paid to BAI.

IBM Building
During 1995, the Company continued to offer for sale the IBM Building
located in Jackson, Mississippi.  This property was first offered for
sale in 1991, at which time the Company's investment in the property
was written down by $2,113,000.  On October 2, 1995, the Company
completed the sale of the IBM Building for a cash sale price of
$6,500,000, resulting in a loss of $630,000.

3002 Dow Business Center
The property, a five-building industrial project located in Tustin,
California, was purchased for $11,500,000 or $60 per square foot on
December 5, 1995.  The Company also recorded acquisition costs of
$172,500 paid to BAI.

The Landsing Pacific Portfolio
On December 14, 1995, the Company acquired the Landsing Pacific
Portfolio which consists of thirteen industrial properties and one
retail property aggregating approximately one million rentable square
feet located in Maplewood, Minnesota; Denver and Colorado Springs,
Colorado; South San Francisco and Fremont, California; and Beaverton,
Oregon.  The Company paid $49,700,000 for the Landsing Pacific
Portfolio or $50 per square foot.  The acquisition was financed with
$4,000,000 cash, borrowings of $42,700,000 under the Company's credit
facility and a $3,000,000 payable secured by a letter of credit due
one year from the date of issuance.  The Company also recorded
acquisition costs of $594,000 paid to BAI.

The Landsing Pacific Portfolio comprised substantially all of the real
estate assets of the Landsing Pacific Fund, Inc., a publicly-traded
REIT based in San Mateo, California.  At all times relevant to the
transaction, Martin I. Zankel, a director and stockholder of the
Company, was Chairman of the Board of Directors, Chief Executive
Officer and President of the Landsing Pacific Fund, Inc.  Mr. Zankel
had no role on behalf of the Company in this acquisition. 
 
The Company internally manages the majority of its properties and
maintains centralized financial record-keeping.  For all the
properties located outside of  California, the Company has
subcontracted on-site maintenance to local firms. 

Note 3 - Unconsolidated Joint Venture Partnerships

Edison Square
On May 31, 1993, the Company sold its partnership interests in the
three Edison Square properties in exchange for a note receivable of
$300,000 with an interest rate of 8% payable quarterly in July,
October, January, and April until May 31, 1998, at which time the note
matures.  The sale of the Company's interest in the three
unconsolidated joint venture partnerships resulted in a gain of
$2,686,000.

Note 4 - Leases 

Minimum future rental receipts outstanding at December 31, 1995 are as
follows (in thousands): 
           
                    1996              $17,475
                    1997               13,963
                    1998                9,893
                    1999                7,112
                    2000                4,146
                    Thereafter          3,448
 
The total minimum future rental 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, its activities
relating to the acquisition of new properties and debt and equity
financings are currently performed by BAI pursuant to a written
contract dated January 1, 1995.  The contract provides that BAI is
obligated to provide services to the Company with respect to the
Company's acquisition and financing activities, and that BAI is
responsible for the payment of its expenses incurred in connection
therewith.  The contract provides that BAI is to be paid a fee in an
amount equal to the lesser of (i) 1- 1/2% of the gross amount raised in 
financings or the aggregated purchase price of the property for 
acquisitions, or (ii) an amount equal to (a) the aggregate amount of 
expenses funded by BAI through the time of such acquisition or 
financing minus (b) the aggregate amount of fees previously paid to BAI 
pursuant to such arrangement.  In no event will the aggregate amount of 
fees paid to BAI exceed the aggregate amount of costs funded by BAI.  
The agreement with BAI has a term of one year, is renewable at the 
option of the Company for additional one-year terms, and will expire no 
later than January 1, 1998.

From February 1993 through December 1994, the Company's activities
relating to debt and equity financings and the acquisition of new
properties were handled under arrangements similar to the current
arrangement with BAI through BPI Acquisitions, a separate division
within the Company.  This division operated under an arrangement with
Mr. Bedford whereby he provided acquisitions and financing personnel,
allocable overhead costs and the costs of all due diligence conducted
prior to an acquisition.  Upon the completion of a financing or the
acquisition of a property, Mr. Bedford was paid a fee by the Company
substantially identical to that described above.  In no event could
the aggregate amount of fees paid to Mr. Bedford exceed the aggregate
amount of costs funded by Mr. Bedford.

As of December 31, 1995, the Company had paid Mr. Bedford and BAI an
aggregate of $3,046,000 for acquisition and financing activities
performed since February 1993 pursuant to the foregoing arrangements. 
The Company believes that since the fees charged under the foregoing
arrangements (i) have been and continue to be comparable to those
charged by other sponsors of real estate investment entities or other
third party service providers and (ii) have been and continue to be
charged only for services on acquired properties or completed
financings, such fees were and continue to be properly includable in
direct acquisition costs and capitalized as part of the asset or
financing activities.
 
The Company is leasing 2,400 square feet of industrial space on a
month-to-month basis at a market rental rate of $1,288 per month to a
company wholly-owned by Mr. Bedford.  
 
Note 6 - Stock Option Plans

A total of 1,800,000 shares of the Company's Common Stock have been
reserved for issuance under the Employee Stock Option Plan (the
"Employee Plan").  The Employee Plan expires by its own terms in 2003. 
The Employee Plan provides for non-qualified stock options, incentive
stock options and stock appreciation rights.  Stock appreciation
rights may only be granted in conjunction with stock options and
entitle the holder to receive the difference between the fair market
value and the exercise price of the Common Stock which would be
receivable upon exercise of the underlying option.  The exercise of a
stock appreciation right results in the termination of the related
option on a share-for-share basis. 

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 immediately exercisable upon vesting, but 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. 

At December 31, 1995, options issued under the Employee Plan to
purchase 187,500 shares were outstanding at a weighted average
exercise price of $6.39 per share, of which 51,750 options were
exercisable.  Options to purchase 113,750 shares were  exercised in
1995, at a weighted average exercise price of $5.57.  At December 31,
1995 1,404,750 shares were available for issuance under the Employee
Plan.  Stock appreciation rights were outstanding in connection with
options to purchase an aggregate of 10,000 shares. 

A total of 500,000 shares of the Company's Common Stock have been
reserved for issuance under the Directors' Stock Option Plan (the
"Directors' Plan").  The Directors' Plan expires by its own terms 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 50,000 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 five years. 
 
At December 31, 1995, options issued under the Director's Plan to
purchase 500,000 shares were outstanding at a weighted average
exercise price of $3.38 per share, of which 350,000 options were
exercisable.  No options had been exercised under the Directors' Plan. 

In September 1995, the Company established a Management Stock
Acquisition program.  Under the program, options exercised by key
members of management within thirty days of 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 1995, options for
100,000 shares of Common Stock were exercised in exchange for two
notes payable to the Company.  The notes, of $287,500 each, bear
interest at 7.5%.  The unpaid balance of the notes is included in the
accompanying consolidated balance sheet as a reduction of additional
paid-in capital.

The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation (FAS 123).  The Company will adopt the disclosure
requirements of FAS 123 in 1996 but continue to account for its stock
option plans under Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees as permitted under FAS 123.

Note 7 - Stockholder Rights Plan

On July 18, 1989, the Company's Board of Directors adopted a
Stockholder Rights Plan and declared a dividend distribution of one
Right for each share of the Company's Common Stock outstanding on July
31, 1989.   On September 29, 1995, the Rights were redeemed by the
Company at a price of $0.01 per Right.  
 
Note 8 - Bank Loan Payable

In December 1993, the Company concluded an agreement with Bank of
America for a $20 million revolving line of credit for real estate
acquisitions.  In August 1994, the maximum commitment amount of the
facility was increased from $20 million to $23 million.  On September
18, 1995, outstanding borrowings under the facility were repaid and
the facility was amended and restated to $60 million.  The amended
facility, which matures on September 1, 1998, bears interest at a
floating rate equal to either the lender's published "reference rate"
plus 0.50% or its "offshore rate" (similar to LIBOR) plus 2.25%.  The
credit facility is secured by mortgages on 23 properties (which
Properties collectively accounted for approximately 81% of the
Company's Annualized Base Rent as of December 31, 1995), together with
the rental proceeds from such properties.  As of December 31, 1995,
these properties comprised approximately 76% of the Company's total
assets.  At December 31, 1995, the Company had outstanding borrowings
of $43,250,000 and letters of credit aggregating $3,875,000 (including
letters of credit totalling $875,000 expiring in March 1996, and a
letter of credit of $3,000,000 securing a payable due December 1996
relating to the acquisition of the Landsing Pacific Portfolio).  The
credit facility contains various restrictive covenants including,
among other things, a covenant limiting quarterly dividends to 90% of
average Funds From Operations for the immediately preceding two fiscal
quarters.

The daily weighted average amount owing to the bank was $15,003,000
and $8,954,000 in 1995 and 1994, respectively.  The weighted average
interest rates in these periods were 8.65% and 8.1%, respectively. 
The effective interest rate at December 31, 1995 was 8.14%.

The carrying amount of the above loan approximates fair value as the
loan is at current market rates.

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 are entitled to cumulative quarterly dividends in cash in an
amount equal to the greater of (i) $0.135 per share or (ii) the
dividends payable in such quarter on the Common Stock into which the
Convertible Preferred Stock is convertible plus, in both cases, the
accumulated but unpaid dividends on the Convertible Preferred Stock. 
Dividends may be declared and paid on shares of Common Stock only if
full cumulative dividends have been paid or authorized and set apart
on all shares of Convertible Preferred Stock.  The shares of
Convertible Preferred Stock are convertible at any time after
September 18, 1997 into an equal number of common shares.  The
conversion rate may be adjusted under certain conditions.

The Convertible Preferred Stock is redeemable at the option of the
Company:  (i) after September 18, 1997 but before September 18, 2000,
in whole at a redemption price providing an internal rate of return to
the holder of Convertible Preferred Stock of 25% per annum for the
period from September 18, 1995 to September 18, 1997 and 20% per annum
from and after September 18, 1997 until the date of redemption, but
not beyond September 18, 2000; (ii) after September 18, 2000, in whole
or in part at a redemption price of $6.30 per share, declining $0.06
per share per year for each of the next five years.  Prior to any
redemption by the Company, the holders of the Convertible Preferred
Stock may convert their shares of the Convertible Preferred Stock to
shares of Common Stock.

Redemption of the preferred stock is required, at the option of the
preferred shareholders, after one year at a redemption price of $6.00
per share plus accrued and unpaid dividends upon the occurrence of any
of the following:  failure to pay preferred dividends for two
consecutive quarters; default on payment of certain debt; failure to
obtain certain required consents of the preferred shareholders; or
failure to meet certain financial targets.

In the event of liquidation, the holders of the preferred stock are
entitled to receive $6.30 per share plus any accrued and unpaid
dividends.

Note 10 - Quarterly Financial Data-Unaudited 

The following is a summary of quarterly results of operations for 1995
and 1994 (in thousands of dollars, except per share data): 


1995 Quarters Ended                   3/31       6/30       9/30      12/31 


Rental revenues                     $2,662     $2,616     $2,774     $3,643

Income from property operations      1,427      1,366      1,369(4)   2,200

Income before loss on sale             606        616        669(5)   1,646
  
Net income                          $  606     $  616     $   27     $1,646

Net income (loss) applicable to 
  common stockholders (4)           $  606     $  616     $ (133)    $  518
 
Net income (loss) per common 
  and common equivalent  
  share (4):                        $ 0.10     $ 0.10     $(0.02)    $ 0.08

 

1994 Quarters Ended                   3/31       6/30       9/30      12/31 


Rental revenues                     $1,856     $1,976     $2,473     $2,849
 
Income from property operations        742        995      1,237      1,650

Income before gain on sale             396        565        549        906
   
Net income                          $1,589     $  565     $  549     $  906
  
Net income per common and 
  common equivalent  share:         $ 0.26     $ 0.09     $ 0.09     $ 0.15


(4) Reflects dividends of $160 and $1,128 for the third and fourth
quarters of 1995, respectively, on $50,000 of Series A Convertible
Preferred Stock issued on September 18, 1995.

(5) These amounts were reported in the third quarter of 1995, net of a
provision for loss on sale of real estate investment of $630.
<PAGE>
   
<TABLE>
<CAPTION>
                                BEDFORD PROPERTY INVESTORS, INC.
                     SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                        December 31, 1995
                                    (in thousands of dollars)
                                                 
<S>             <C>     <C>         <C>        <C>    <C>      <C>       <C>      <C>      <C>      <C>                       
                                            Cost  Gross Amount   
                   Initial Cost      Capitalized       Carried         Accumu-
                        to Company    Subsequent      at Close           lated      Date          Depreciable
                         Buildings &          to     of Period          Depre-      Con-     Date        Life
Description         Land Improvement Acquisition  Land  Building Total ciation  structed Acquired     (Years)

INDUSTRIAL 
  BUILDINGS:
Greater San Fran-
  cisco Area, CA
Building 3
  Contra Costa 
  Diablo Indus. 
  Park, Concord    $  495  $1,159       $  71      $495  $1,230   $1,725    $138      1983     12/90         45
Building 8
  Contra Costa 
  Diablo Indus. 
  Park, Concord       877   1,548           3       877   1,551    2,428     175      1981     12/90         45
Building 18
  Mason Indus. 
  Park, Concord       610   1,265          40       610   1,305    1,915     155      1984     12/90         45
Milpitas Town 
  Center, Milpitas  1,899   4,421         899     1,935   5,284    7,219     139      1983      8/94         45
Auburn Court, 
  Fremont           1,391   2,473          52     1,410   2,506    3,916       2      1983     12/95         45
Westinghouse 
  Drive, Fremont      267     893          16       270     906    1,176       1      1982     12/95         45
350 E. Plumeria 
  Drive, San Jose   3,621   4,704         141     3,683   4,783    8,466      27      1983      9/95         45
301 East Grand, 
  South 
  San Francisco     2,036     959          40     2,064     971    3,035       1      1974     12/95         45
342 Allerton, 
  South 
  San Francisco     2,516   1,542          54     2,549   1,563    4,112       1      1969     12/95         45
400 Grandview, 
  South 
  San Francisco     3,246   3,517          89     3,289   3,563    6,852       3      1976     12/95         45
410 Allerton, 
  South 
  San Francisco     1,333     889          31     1,352     901    2,253       1      1970     12/95         45
417 Eccles, 
  South 
  San Francisco       649     510          17       659     517    1,176       -      1964     12/95         45

Greater Los Angeles 
  Area, California
Dupont Industrial 
  Center, Ontario   3,588   6,162         (20)(F) 3,588   6,142    9,730     251      1989      5/94         45
3002 Dow Business 
  Center, Tustin    4,209   7,291         252     4,301   7,451   11,752      14    1987-89    12/95         45

Denver, Colorado
Bryant Street 
  Annex, Denver       487     866          17       493     877    1,370       1      1968     12/95         45
Bryant Street 
  Quad, Denver      1,394   2,181          45     1,412   2,208    3,620       2    1971-73    12/95         45

Minneapolis/
  St. Paul, 
  Minnesota
St. Paul Business 
  Center - East, 
  Maplewood           754   1,758          35       764   1,783    2,547       2      1984     12/95         45
St. Paul Business 
  Center - West, 
  Maplewood         1,215   2,359          49     1,232   2,391    3,623       2      1981     12/95         45

Greater Portland 
  Area, Oregon
Twin Oaks Tech. 
  Center, Beaverton 1,444   4,836          86     1,464   4,902    6,366       4      1984     12/95         45
Twin Oaks Business 
  Park, Beaverton   1,163   2,847          55     1,179   2,886    4,065       3      1984     12/95         45

Kansas City, 
  Kansas
Building 3
  Ninety-Ninth 
  Street Park, 
  Lenexa              360   2,167           5       360   2,172    2,532     244      1990     12/90         45
Building 1
  Ninety-Ninth 
  Street Park, 
  Lenexa              404   1,547          30       410   1,571    1,981       9      1988      9/95         45
Building 2
  Ninety-Ninth 
  Street Park, 
  Lenexa              180     555          12       183     564      747       3      1988      9/95         45
Lackman Business 
  Center, Lenexa      619   1,631          41       628   1,663    2,291       9      1985      9/95         45
                            
SUBURBAN OFFICE 
  PROPERTIES
Greater Los 
  Angeles Area, 
  California
1000 Town Center 
  Drive, Oxnard     1,785   3,315       1,428     1,785   4,743    6,528     373      1990     12/93         45      
Mariner Court, 
  Torrance          3,221   4,279         249     3,221   4,528    7,749     219      1989      1/94         45

Salt Lake City, 
  Utah
Woodlands Tower 
  II, Salt Lake 
  City                945   5,805         332       945   6,137    7,082     364      1990      8/93         45

Kansas City, 
  Kansas
6600 College 
  Blvd., 
  Overland Park     2,480   3,880         140     2,518   3,982    6,500      22     1982-83   10/95         45

Greater San 
  Francisco Bay 
  Area, Calif.
Village Green, 
  Lafayette, CA       547   1,245         374       743   1,423    2,166      51      1983      7/94         45

RETAIL PROPERTIES
Academy Place 
  Shopping Center,
  Colorado 
  Springs, CO       2,844   3,339          78     2,880   3,381    6,261       3     1980-82   12/95         45

                  $46,579 $79,943      $4,661   $47,299 $83,884 $131,183  $2,219

                                                            (A) (B)
</TABLE>

                                           NOTES TO SCHEDULE III
                                         (in thousands of dollars)
<TABLE>
<CAPTION>
(A) An analysis of the activity in real estate for the years ended December 31, 1995, 1994 and 
    1993 is presented below:

                                                       Investment                              Accumulated Depreciation          
<S>                                 <C>       <C>       <C>          <C>     <C>     <C>
                                        1995     1994     1993         1995    1994    1993

BALANCE AT BEGINNING OF PERIOD       $ 58,203  $41,225   $53,874      $3,150  $5,263  $8,321 
Add (deduct):
   Sale of University Tower (C)             -        -   (15,946)          -       -  (1,470)
   Acquisition of Woodlands 
      Tower II                              -        -     6,884           -       -       -  
   Sale of Point West Place (E)             -        -    (9,505)          -       -  (3,037)
   Acquisition of 1000 Town 
      Center Drive                          -        -     5,190           -       -       -  
   Sale of Texas Bank North (D)             -  (10,131)        -           -  (3,035)      -  
   Acquisition of Mariner Court             -    7,500         -           -       -       -  
   Acquisition of Dupont 
      Industrial Center                     -    9,750         -           -       -       -  
   Acquisition of Village Green             -    1,792         -           -       -       -  
   Acquisition of Milpitas 
      Town Center                           -    6,320         -           -       -       -  
   Acquisition of Lackman 
      Business Center                   2,250        -         -           -       -       -  
   Acquisition of 350 E. 
      Plumeria Drive                    8,325        -         -           -       -       -  
   Sale of Cody Street Park, 
      Building 6 (G)                   (1,639)       -         -        (203)      -       -  
   Acquisition of Ninety-Ninth 
      Street, Building 1                1,951        -         -           -       -       -  
   Acquisition of Ninety-Ninth 
      Street, Building 2                  735        -         -           -       -       -  
   Sale of IBM Building (H)            (8,325)       -         -      (2,024)      -       -  
   Acquisition of 6600 
      College Boulevard                 6,360        -         -           -       -       -  
   Acquisition of 3002 Dow 
      Business Center                  11,500        -         -           -       -       -  
   Acquisition of Landsing 
      Pacific Portfolio                49,708        -         -           -       -       -  
   Capitalized costs                    2,115    1,747       728           -       -       -   
   Depreciation                             -        -         -       1,296     922   1,449 
BALANCE AT END OF PERIOD             $131,183  $58,203   $41,225      $2,219  $3,150  $5,263 
</TABLE>





(B) The aggregate cost for Federal income tax purposes is $131,168,000.
(C) On October 2, 1991, the Company acquired its partner's interest in
    the University Tower property.  As a result of this transaction, the 
    University Tower investment became wholly owned.  In anticipation of 
    proposed sale, the Company provided a $3,200,000 provision for
    possible loss related to this investment in 1992.  The property was sold
    on August 18, 1993.
(D) During 1992, it was decided to offer the Texas Bank North Building
    for sale.  In anticipation of such sale, the Company wrote down its 
    investment in this property by $3,631,000 in 1992.  The property was 
    sold on January 14, 1994.
(E) During 1992, it was decided to offer Point West Place for sale.  In
    anticipation of such sale, the Company wrote down its investment in 
    this property by $9,290,000 in 1992.  The property was sold on 
    October 1, 1993.
(F) Rental income guarantee in the amount of $264,000 was received
    from the seller and accounted for as a reduction of the cost of the 
    property.
(G) In the third quarter 1995, the Company decided to sell the Cody
    Street Park, Building 6.  The property was sold on September 20, 1995.
(H) During 1995, the Company continued to offer for sale the IBM
    Building located in Jackson, Mississippi.  This property was first 
    offered for sale in 1991, at which time the Company's investment in the 
    property was written down by $2,113,000.  The property sold on 
    October 2, 1995.

<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, 1996 
 
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated. 
 
/s/ Peter B. Bedford                         March 25, 1996
Peter B. Bedford, Chairman of the Board  
and Chief Executive Officer 

/s/ Claude M. Ballard                        March 25, 1996
Claude M. Ballard, Director 

/s/ Anthony Downs                            March 25, 1996
Anthony Downs, Director 

/s/ Anthony M. Frank                         March 25, 1996
Anthony M. Frank, Director 

/s/ Martin I. Zankel, Esq.                   March 25, 1996
Martin I. Zankel, Director 
 
 /s/Thomas H. Nolan, Jr.                     March 25, 1996
Thomas H. Nolan, Jr., Director

/s/Thomas G. Eastman                         March 25, 1996
Thomas G. Eastman, Director                  

/s/Donald A. Lorenz                          March 25, 1996
Donald A. Lorenz,
Executive Vice President and 
Chief Financial Officer 
 
 /s/ Hanh Kihara                             March 25, 1996
Hanh Kihara, Controller 

<PAGE>
                                  Exhibit 21.1*
                      
                  Subsidiaries of Bedford Property Investors, Inc.

                                    State                            
                                    of         Name Under
Subsidiary                          Incor-     Which Subsidiary is
Name                                poration   doing Business

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

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

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

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

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

6.  ICMPI (Jackson), Inc.           Delaware   ICMPI (Jackson), Inc.

<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 
 
 
 
The Board of Directors 
Bedford Property Investors, Inc.: 
 
We consent to incorporation by reference in the registration
statements on Form S-8 of Bedford Property Investors, Inc. of our
report dated February 6, 1996, relating to the consolidated balance
sheets of Bedford Property Investors, Inc. as of December 31, 1995 and
1994, 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, 1995, and the related financial statement schedule
as of December 31, 1995, which report appears in the December 31, 1995
annual report on form 10-K of Bedford Property Investors, Inc.  
 
 
San Francisco, California       KPMG Peat Marwick LLP
March 25, 1996