Exhibit 10.6(b)

                  Amendment to BPIA Agreement



This Amendment to BPIA Agreement (the "Amendment") is entered into as
of January 1, 1997, by and between Bedford Property Investors, Inc., a
Maryland corporation (the "Company") and Bedford Acquisitions, Inc.
(formerly known as Westminster Holdings, Inc.), a California
corporation ("BPIA") with reference to the following facts.

                            RECITALS

     A.   Company and BPIA entered into that certain BPIA Agreement
dated as of January 1, 1995 (the "Agreement") under the terms of which
BPIA performs certain services for Company.

     B.   Company and BPIA desire to amend the Agreement to extend
the term thereof for an additional year and to make other changes to
the scope of services provided by BPIA and the payment therefore, all
in the following particulars only.

                           AMENDMENTS

NOW, THEREFORE, for and in consideration of the foregoing and
the mutual covenants contained herein, the parties agree as follows:

1.   Section 1 of the Agreement is deleted in its entirety and
replace with the following:

"Term of Contract.  This Agreement will expire on December
31, 1998.  The Company shall have the further right to terminate
this Agreement upon sixty (60) days prior notice at any time,
subject to the payment of BPIA's fees as contemplated in Section
3 below."

2.      Section 2 (a) of the Agreement is deleted in its entirety
and replace with the following:

        "(a) Development.  BPIA shall assist the Company in the
development of real property owned by Company ("Development")
by, among other things, planning development projects for
Company properties, preparing investment analyses in connection
with potential Developments, preparing and submitting to the
Company's Board of Directors term sheets with respect to
potential Developments, retaining architects and other design
professionals in connection with approved Developments, hiring
and supervising contractors for the construction of approved
Developments, marketing and leasing Developments and generally
providing such additional services with respect to Developments
as Company shall request, subject to the constraints of BPIA's
staff, approved budgets and expertise."

3.      Section 2 (b) of the Agreement is deleted in its entirety
and replace with the following:

        "(b) Acquisitions and Dispositions.  BPIA shall assist the
Company in the acquisition and disposition of real property
owned by Company (collectively "Acquisitions") by, among other
things, locating and identifying potential acquisition
properties, identifying Company properties for sale, negotiating
property purchase and sale agreements, preparing investment
analyses in connection with potential Acquisitions, conducting
and supervising the Company's due diligence activities in
connection with potential Acquisitions, preparing and submitting
to the Company's Board of Directors term sheets with respect to
potential Acquisitions, and generally providing such additional
services with respect to Developments as Company shall request,
subject to the constraints of BPIA's staff, approved budgets and
expertise."

4.      The word "Financing" in Section 3 (c) of the Agreement is
replaced with the word "Development."

5.      The first sentence of Section 3 of the Agreement is deleted
in its entirety and replace with the following:

For the services rendered under this Agreement, the Company
shall pay to BPIA, simultaneously with the closing of each
Acquisition or at such time as a Development becomes a Company
operating property, a fee equaling the lesser of (ii) either (A)
one and one-half percent (1 1/2%) of the aggregate purchase or
sales price with respect to any Acquisition or (B) five percent
of the total design, construction and soft cost with respect to
any Development, or (ii) an amount equal to (X) the aggregate
amount of Approved Expenses (as defined in Section 4 below)
funded by BPIA through the time of such Acquisition or
Development minus (Y) the aggregate amount of fees (

6.      The word "Financing" in Section 3 of the Agreement is
replaced with the word "Development."

7.      The word "Financing" in Section 4 (f) of the Agreement is
replaced with the word "Development."

6.      The word "Financing" in Section 5 (b) of the Agreement is
replaced with the word "Development."

7.      Except as expressly amended hereby, the terms and
conditions of the Agreement are hereby ratified and the Agreement is
in full force and effect.

8.      This Amendment shall be binding upon and shall inure to the
benefit of the parties hereto, their respective heirs, executors, and
assigns.

9.      Terms not otherwise defined herein and which are defined in
the Agreement shall have the meanings given to them in the Agreement.

        In Witness Whereof, the parties hereto have executed and
delivered this Amendment as of the day and year first above written.


"Company"

Bedford Property Investors, Inc.,
a Maryland corporation


By:
________________________________
       James R. Moore
       Executive Vice President

"BPIA"

Bedford Acquisitions, Inc., a
California corporation


By:
______________________________
       Peter B. Bedford
       President