UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                    Form 10-Q


             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

                          COMMISSION FILE NUMBER 1-8383


                          Mission West Properties, Inc.
             (Exact name of registrant as specified in its charter)

            Maryland                                    95-2635431
            --------                                    ----------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

                               10050 Bandley Drive
                        Cupertino, California 95014-2188
                    (Address of principal executive offices)

      Registrant's telephone number, including area code is (408) 725-0700
                                   -----------


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 [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

  Indicate the number of shares outstanding of each of the issuer's classes of
                 common stock as of the latest practicable date:

              17,487,329 shares outstanding as of November 12, 2002


                                     - 1 -

<PAGE>


                          Mission West Properties, Inc.

                                   FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 2002


                                      INDEX
<TABLE>
<CAPTION>

                                                                                                                    Page
PART I        FINANCIAL INFORMATION                                                                                 ----

<S>          <C>                                                                                                     <C>
   Item 1.    Financial Statements (unaudited):

              Consolidated Balance Sheets as of September 30, 2002
              and December 31, 2001...................................................................................3

              Consolidated Statements of Operations for the three
              and nine months ended September 30, 2002 and 2001.......................................................4

              Consolidated Statements of Cash Flows for the
              nine months ended September 30, 2002 and 2001...........................................................5

              Notes to Consolidated Financial Statements..............................................................6

   Item 2.    Management's Discussion and Analysis of Financial
              Condition and Results of Operations....................................................................10

   Item 3.    Quantitative and Qualitative Disclosures About Market Risk.............................................20

   Item 4.    Controls and Procedures................................................................................20


PART II       OTHER INFORMATION

   Item 6.     Exhibits and Reports on Form 8-K......................................................................21

SIGNATURES...........................................................................................................21
</TABLE>


                                     - 2 -

<PAGE>


PART I - FINANCIAL INFORMATION
ITEM 1   CONSOLIDATED FINANCIAL STATEMENTS

                          MISSION WEST PROPERTIES, INC.
                           CONSOLIDATED BALANCE SHEETS
                (Dollars in thousands, except per share amounts)
                                   (Unaudited)
                                    ---------
<TABLE>
<CAPTION>
                                                                                September 30, 2002       December 31, 2001
                                                                               ----------------------  ----------------------

                                     ASSETS
<S>                                                                                  <C>                     <C>
Real estate assets, at cost
    Land                                                                              $235,046                $218,058
    Buildings                                                                          726,007                 692,485
                                                                               ----------------------  ----------------------
                                                                                       961,053                 910,543
    Less accumulated depreciation                                                      (61,995)                (49,608)
                                                                               ----------------------  ----------------------
       Net real estate assets                                                          899,058                 860,935
Cash and cash equivalents                                                                7,055                   5,310
Restricted cash                                                                              -                  15,435
Deferred rent                                                                           15,835                  16,923
Other assets                                                                            13,984                  11,652
                                                                               ----------------------  ----------------------
       Total assets                                                                   $935,932                $910,255
                                                                               ======================  ======================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
    Line of credit (related parties)                                                  $ 51,465                $ 79,887
    Line of credit                                                                      27,739                       -
    Unsecured loan                                                                      20,000                       -
    Mortgage notes payable                                                             125,898                 127,416
    Mortgage notes payable (related parties)                                            11,153                  11,371
    Interest payable                                                                       340                     342
    Security deposits                                                                    7,065                   7,337
    Prepaid rental income                                                               20,730                  12,470
    Dividends/distributions payable                                                     24,951                  24,742
    Refundable option payment                                                                -                  18,836
    Accounts payable and accrued expenses                                                7,167                   4,367
                                                                               ----------------------  ----------------------
       Total liabilities                                                               296,508                 286,768

Commitments and contingencies (Note 7)

Minority interest                                                                      528,275                 515,063

Stockholders' equity:
  Preferred stock, $.001 par value, 20,000,000 shares
      authorized, none issued and outstanding                                                -                       -
  Common stock, $.001 par value, 200,000,000 shares
      authorized, 17,467,329 and 17,329,779 shares issued and
      outstanding at September 30, 2002 and December 31, 2001,
      respectively                                                                          17                      17
  Paid-in-capital                                                                      128,095                 126,626
  Accumulated deficit                                                                  (16,963)                (18,219)
                                                                               ----------------------  ----------------------
     Total stockholders' equity                                                        111,149                 108,424
                                                                               ----------------------  ----------------------
     Total liabilities and stockholders' equity                                       $935,932                $910,255
                                                                               ======================  ======================
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                     - 3 -
<PAGE>


                          MISSION WEST PROPERTIES, INC
                      CONSOLIDATED STATEMENTS OF OPERATIONS
           (Dollars in thousands, except share and per share amounts)
                                   (Unaudited)
                                    ---------
<TABLE>
<CAPTION>

                                                    Three months ended September 30,           Nine months ended September 30,
                                                       2002                  2001                 2002                 2001
                                                --------------------  -------------------- -------------------- --------------------
<S>                                                 <C>                  <C>                   <C>                  <C>
Revenues:
   Rental income from real estate                      $ 32,165             $ 32,728              $ 97,403             $ 93,061
   Tenant reimbursements                                  5,219                5,284                15,420               12,482
   Other income, including interest                         487                  658                 1,261                1,999
   Gain on sales of assets                                    -                8,452                     -               11,553
                                                --------------------  -------------------- -------------------- --------------------
        Total revenues                                   37,871               47,122               114,084              119,095
                                                --------------------  -------------------- -------------------- --------------------

Expenses:
   Operating expenses                                     1,974                2,470                 6,170                5,412
   Real estate taxes                                      3,091                2,469                 9,152                7,319
   Depreciation of real estate                            4,552                4,256                13,363               12,384
   General and administrative                               386                  150                 1,190                  951
   Interest                                               2,413                2,144                 7,045                6,570
   Interest (related parties)                               861                1,272                 2,770                3,735
                                                --------------------  -------------------- -------------------- --------------------
       Total expenses                                    13,277               12,761                39,690               36,371
                                                --------------------  -------------------- -------------------- --------------------

Income before minority interest                          24,594               34,361                74,394               82,724
Minority interest                                        20,036               28,703                61,629               69,007
                                                --------------------  -------------------- -------------------- --------------------
   Income from continuing operations                      4,558                5,658                12,765               13,717
                                                --------------------  -------------------- -------------------- --------------------

Discontinued operations:
Gain from disposal of assets                                  -                    -                 6,103                    -
Gain from operations                                          -                  430                   287                1,291
Less minority interest share                                  -                 (358)               (5,323)              (1,076)
                                                --------------------  -------------------- -------------------- --------------------
   Net gain from discontinued operations                      -                   72                 1,067                  215
                                                --------------------  -------------------- -------------------- --------------------

Net income to common stockholders                      $  4,558             $  5,730              $ 13,832             $ 13,932
                                                ====================  ==================== ==================== ====================
Total minority interest                                $ 20,036             $ 29,061              $ 66,952             $ 70,083
                                                ====================  ==================== ==================== ====================
Income per share from continuing operation:
   Basic                                               $   0.26             $   0.33              $   0.73             $   0.81
                                                ====================  ==================== ==================== ====================
   Diluted                                             $   0.26             $   0.33              $   0.71             $   0.80
                                                ====================  ==================== ==================== ====================
Income per share from discontinued operations:
   Basic                                                      -                    -              $   0.06             $   0.01
                                                ====================  ==================== ==================== ====================
   Diluted                                                    -                    -              $   0.06             $   0.01
                                                ====================  ==================== ==================== ====================
Net income per share to common stockholders:
   Basic                                               $   0.26             $   0.33              $   0.79             $   0.82
                                                ====================  ==================== ==================== ====================
   Diluted                                             $   0.26             $   0.33              $   0.77             $   0.81
                                                ====================  ==================== ==================== ====================
Weighted average number of shares of
  common stock outstanding (basic)                   17,467,329           17,120,279            17,445,759           17,084,034
                                                ====================  ==================== ==================== ====================
Weighted average number of shares of
  common stock outstanding (diluted)                 17,856,688           17,320,462            17,872,108           17,302,594
                                                ====================  ==================== ==================== ====================
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                     - 4 -
<PAGE>


                          MISSION WEST PROPERTIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)
                                    ---------
<TABLE>
<CAPTION>

                                                                                           Nine months ended September 30,
                                                                                         -------------------------------------
                                                                                               2002               2001
                                                                                         ------------------ ------------------
<S>                                                                                         <C>                <C>
Cash flows from operating activities:
     Net income                                                                              $13,832            $13,932
     Adjustments to reconcile net income to net cash provided by
       operating activities:
            Minority interest                                                                 66,952             70,083
            Depreciation                                                                      13,409             12,592
            Gain on sales of real estate from continued operations                                 -            (11,553)
            Gain on sales of real estate from discontinued operations                         (6,103)                 -
            Other                                                                                (20)                92
     Changes in assets and liabilities:
            Deferred rent                                                                      1,088             (5,352)
            Other assets                                                                      (2,332)              (976)
            Interest payable                                                                      (2)                (2)
            Security deposits                                                                   (272)             1,199
            Prepaid rental income                                                              8,260             (1,015)
            Accounts payable and accrued expenses                                              2,410              2,388
                                                                                         ------------------ ------------------
     Net cash provided by operating activities                                                97,222             81,388
                                                                                         ------------------ ------------------

Cash flows from investing activities:
     Improvements to real estate assets/new equipment                                         (1,668)              (411)
     Refundable option payment                                                               (18,836)            (1,500)
     Real estate purchase                                                                    (31,311)           (38,489)
     Proceeds from sales of real estate                                                       18,591             38,489
     Restricted cash                                                                          12,714                  -
                                                                                         ------------------ ------------------
     Net cash used in investing activities                                                   (20,510)            (1,911)
                                                                                         ------------------ ------------------

Cash flows from financing activities:
    Principal payments on mortgage notes payable                                              (1,518)            (4,151)
    Principal payments on mortgage notes payable (related parties)                              (218)              (202)
    Net payments under line of credit (related parties)                                      (46,422)           (14,557)
    Proceeds from unsecured loan                                                              20,000                  -
    Proceeds from line of credit                                                              32,739                  -
    Payment on line of credit                                                                 (5,000)                 -
    Financing costs                                                                              (52)                 -
    Proceeds from stock options exercised                                                        151                457
    Minority interest distributions                                                          (62,104)           (50,038)
    Dividends paid                                                                           (12,543)           (10,242)
                                                                                         ------------------ ------------------
     Net cash used in financing activities                                                   (74,967)           (78,733)
                                                                                         ------------------ ------------------
     Net increase in cash and cash equivalents                                                 1,745                744
Cash and cash equivalents, beginning                                                           5,310              4,691
                                                                                         ------------------ ------------------
Cash and cash equivalents, ending                                                            $ 7,055            $ 5,435
                                                                                         ================== ==================

Supplemental information:
    Cash paid for interest                                                                   $ 9,606            $10,227
                                                                                         ================== ==================
Supplemental schedule of non-cash investing and financing activities:
    Debt incurred in connection with property acquisitions (related parties)                 $18,000            $43,884
                                                                                         ================== ==================
    Assumption of other liabilities in connection with property acquisitions                 $   387            $ 2,024
                                                                                         ================== ==================
    Issuance of operating partnership units in connection with property acquisitions         $10,223            $28,118
                                                                                         ================== ==================


</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                     - 5 -
<PAGE>


                          MISSION WEST PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

             (Dollars in thousands, except share and per share data)
                                   (Unaudited)
                                    ---------


1.   PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

     The accompanying  consolidated financial statements include the accounts of
     Mission West Properties,  Inc. and its controlled  subsidiaries,  including
     the operating  partnerships (the "Company").  All significant  intercompany
     balances have been eliminated in consolidation.

     Certain prior year amounts have been reclassified to conform to the current
     year's presentation.

     Minority  interest   represents  the  separate  private  ownership  of  the
     operating  partnerships  by the Berg Group  (defined  as Carl E. Berg,  his
     brother Clyde J. Berg, members of their respective immediate families,  and
     certain entities they control) and other non-affiliate interests. In total,
     these interests account for approximately 83% of the ownership interests in
     the real  estate  operations  of the  Company  as of  September  30,  2002.
     Minority  interest in earnings has been calculated by taking the net income
     of the operating  partnerships (on a stand-alone  basis)  multiplied by the
     respective minority interest ownership percentage.

     The financial  statements  have been prepared in accordance with accounting
     principles  generally  accepted  in the United  States of America  ("GAAP")
     applicable to interim  financial  information and pursuant to the rules and
     regulations of the Securities and Exchange Commission. Accordingly, certain
     information  and  footnote   disclosures  normally  included  in  financial
     statements  prepared in accordance with GAAP have been condensed or omitted
     pursuant  to  such  rules  and  regulations.  However,  in the  opinion  of
     management,   all   adjustments,   consisting  only  of  normal   recurring
     adjustments,  necessary for a fair  presentation  have been  included.  The
     Company presumes that users of the interim financial  information have read
     or have access to the audited financial statements for the preceding fiscal
     year and that the  adequacy  of  additional  disclosure  needed  for a fair
     presentation  may be determined in that context.  The results of operations
     for the three and nine months ended  September 30, 2002 are not necessarily
     indicative of the results to be expected for the entire year.

     The Company adopted  Statement of Financial  Accounting  Standards No. 144,
     "Accounting for the Impairment or Disposal of Long Lived Assets"  effective
     January 1, 2002 (see note 8).

     The  Company  has  elected to be taxed as a real  estate  investment  trust
     ("REIT") under the Internal Revenue Code of 1986, as amended.  Accordingly,
     no  provision  has been made for income taxes for the three and nine months
     ended September 30, 2002.

2.   REAL ESTATE

     BERG LAND HOLDINGS OPTION AGREEMENT
     Under the terms of the Berg land holdings  option  agreement,  the Company,
     through the  operating  partnerships,  has the option to acquire any future
     Research & Development  ("R&D"),  office and industrial buildings developed
     by the Berg Group on land currently owned,  optioned, or acquired for these
     purposes in the future,  directly or indirectly  by certain  members of the
     Berg Group. At present, there are approximately 273 acres of Silicon Valley
     land,  including land under development,  owned directly or under 50% joint
     venture entities,  by certain members of the Berg Group that are subject to
     the terms of the Berg land  holdings  option  agreement.  The owners of the
     future  R&D  property  developments  may obtain  cash or, at their  option,
     operating  partnership  interests  ("O.P.  Units")  valued  at the  average
     closing  price of shares of common  stock  over the  30-trading-day  period
     preceding the  acquisition  date. As of September 30, 2002, the Company had
     completed 18  acquisitions  under the Berg land holdings  option  agreement
     representing   approximately  1,864,000  rentable  square  feet.  Upon  the
     Company's  exercise of an option to purchase any of the future R&D property
     developments  under the terms of the Berg land holdings  option  agreement,
     the acquisition  price will equal the sum of (a) the full construction cost
     of the building; (b) 10% of the full construction cost of the building; (c)
     the acquisition  value of the parcel as defined in the agreement upon which
     the  improvements are constructed  (currently  ranging from $7.50 to $20.00
     per square foot); (d) 10% per annum of the acquisition  value of the parcel
     for the  period  from  January  1,  1998 to the  close of  escrow;  and (e)
     interest at LIBOR (London Interbank Offer Rate) plus 1.65% per annum on the
     full construction  costs of the building for the period from the date funds
     were  disbursed by the developer to the close of escrow;  less (f) any debt
     encumbering the property,  or a lesser amount as approved by the members of
     the independent directors committee of the Company's board of directors.

                                     - 6 -
<PAGE>

     No  estimate  can be given at this time as to the total cost to the Company
     to acquire projects under the Berg land holdings option  agreement,  or the
     timing of the Company's  acquisition of any of such projects.  However, the
     Berg Group currently has three properties under development with a total of
     approximately  311,000  rentable  square  feet of R&D  properties  that the
     Company has the right to acquire under this agreement. All three properties
     are  joint  ventures  in which the Berg  Group  holds  approximately  a 50%
     interest.  As of September 30, 2002, the estimated acquisition price to the
     operating  partnerships  for these three  projects  would be  approximately
     $33,700. The final acquisition price of these three properties could differ
     significantly  from this estimate.  In addition to projects currently under
     development,  the Company has the right to acquire future  developments  by
     the Berg Group on up to 250 additional  acres of land currently  controlled
     by the Berg Group,  which could support  approximately  3.9 million  square
     feet of new developments. Under the Berg land holdings option agreement, as
     long as the Berg Group's  percentage  ownership interest in the Company and
     the  operating  partnerships  taken as a whole is at least 65%, the Company
     also has an option to purchase all land  acquired,  directly or indirectly,
     by Carl E. Berg or Clyde J. Berg in the future which has not been  improved
     with  completed   buildings  and  which  is  zoned  for,  intended  for  or
     appropriate  for  research  and  development,   office  and/or   industrial
     development or use in the states of California, Oregon and Washington.

     PROPERTY DISPOSITION
     On March 6,  2002,  the  Company  completed  the  sale,  in a  tax-deferred
     exchange, of a 72,400 square foot R&D property located at 2001 Logic Drive,
     San Jose, California to Xilinx, Inc., which had exercised a purchase option
     in the same month.  The Company realized a gain of $6,103 on the total sale
     price of  approximately  $18,503.  At March 31, 2002, the proceeds from the
     sale of this  property were  classified  as  restricted  cash to be used in
     tax-deferred property exchanges.

     PROPERTY ACQUISITIONS
     Effective  January 1, 2002, the Company acquired an  approximately  125,000
     rentable square foot newly constructed R&D building located at 5345 Hellyer
     Avenue  in San Jose,  California  from the Berg  Group  under the Berg land
     holdings option  agreement.  The total  acquisition price for this property
     was $13,652.  The Company  acquired this property by borrowing $7,500 under
     the Berg Group line of credit and  issuing  502,805  O.P.  Units to various
     members of the Berg Group.

     Effective March 8, 2002, the Company acquired three R&D buildings  totaling
     approximately 206,500 rentable square foot located at 2610 and 2630 Orchard
     Parkway  and 55 West  Trimble  Road in San Jose,  California  from  Silicon
     Valley Properties, LLC in a tax-deferred exchange transaction involving the
     Company's  former R&D properties  located at 2001 Logic Drive and 5713-5729
     Fontanoso Way, San Jose,  California.  The total  acquisition price for the
     properties  acquired from Silicon Valley Properties,  LLC was approximately
     $31,250.

     During the third  quarter of 2002,  the Company  acquired an  approximately
     165,000 rentable square foot newly constructed R&D building located at 5900
     Optical  Court in San Jose,  California  from the Berg Group under the Berg
     land  holdings  option  agreement.  The  total  acquisition  price for this
     property  was  $17,301.   The  Company   acquired   this  property  in  the
     tax-deferred exchange with Xilinx, Inc. of the R&D property located at 2001
     Logic Drive, San Jose, California. The recorded purchase price consisted of
     restricted cash of $2,730 provided by Xilinx,  Inc., $10,500 borrowed under
     the Berg Group line of credit,  and 332,686  issued  O.P.  Units to various
     members of the Berg Group.

3.   STOCK TRANSACTIONS

     During the nine months ended September 30, 2002,  stock options to purchase
     33,550  shares of common  stock were  exercised  at $4.50 per share.  Total
     proceeds  to the  Company  were $151.  Two  limited  partners of one of the
     operating  partnerships  exchanged 104,000 O.P. Units for 104,000 shares of
     the  Company's  common stock under the terms of the December  1998 exchange
     rights  agreement  among  the  Company  and  all  limited  partners  of the
     operating partnerships.

4.   NET INCOME PER SHARE

     Basic  operating net income per share is computed by dividing net income by
     the weighted  average number of common shares  outstanding  for the period.
     Diluted  operating  net income per share is computed by dividing net income
     by the sum of the weighted-average  number of common shares outstanding for
     the period plus the assumed exercise of all dilutive securities.

     The computation for weighted average shares is detailed below:

<TABLE>
<CAPTION>

                                                        Three Months Ended September 30,   Nine Months Ended September 30,
                                                        -------------------------------    -------------------------------
                                                             2002              2001             2002              2001
                                                        --------------    -------------    --------------    -------------
<S>                                                      <C>              <C>               <C>              <C>
        Weighted average shares outstanding (basic)       17,467,329       17,120,278        17,445,759       17,084,034
        Incremental shares from assumed option exercise      389,359          200,184           426,349          218,560
                                                        --------------    -------------    --------------    -------------
        Weighted average shares outstanding (diluted)     17,856,688       17,320,462        17,872,108       17,302,594
                                                        ==============    =============    ==============    =============
</TABLE>
                                     - 7 -

<PAGE>

     The  outstanding  O.P. Units,  which are  exchangeable at the unit holder's
     option,  subject to  certain  conditions,  for shares of common  stock on a
     one-for-one  basis have been excluded from the diluted net income per share
     calculation,  as there  would  be no  effect  on the  amounts  because  the
     minority interests' share of income would also be added back to net income.
     The total number of O.P.  Units  outstanding at September 30, 2002 and 2001
     was 86,494,032 and 85,599,628, respectively.

5.   RELATED PARTY TRANSACTIONS

     As of  September  30, 2002,  the Berg Group owned  78,338,684  O.P.  Units.
     Combined with shares of the Company's common stock owned by the Berg Group,
     the  Berg  Group's   ownership  as  of  September   30,  2002   represented
     approximately  75%  of  the  equity  interests  of  the  Company,  assuming
     conversion of the  86,494,032  O.P.  Units  outstanding  into the Company's
     common stock.

     As of September  30,  2002,  debt in the amount of $51,465 was due the Berg
     Group under the line of credit  established  March 1, 2000.  The Berg Group
     $100 million line of credit is currently collateralized by nine properties,
     bears interest at LIBOR plus 1.30%,  and matures in March 2003. The Company
     believes that the terms of the Berg Group line of credit are more favorable
     than those  available from  commercial  lenders.  As of September 30, 2002,
     debt in the amount of $11,153 was due the Berg Group under a mortgage  note
     established  May 15,  2000 in  connection  with  the  acquisition  of a 50%
     interest in Hellyer  Avenue  Limited  Partnership,  the  obligor  under the
     mortgage note. The mortgage note bears interest at 7.65%,  and is due in 10
     years with principal payments amortized over 20 years.

     Carl E. Berg has a  substantial  financial  interest  in one  company  that
     leases space from the operating  partnerships.  This company occupies 5,862
     square  feet at $2.30 per square  foot per month.  This lease was in effect
     prior to the Company's  acquisition of its general partnership interests in
     July 1998. The lease expires in May 2003.

     The Company currently leases office space owned by Berg & Berg Enterprises,
     Inc.,  an affiliate of Carl E. Berg and Clyde J. Berg.  Rental  amounts and
     overhead reimbursements paid to Berg & Berg Enterprises,  Inc. were $23 for
     the three months ended September 30, 2002 and 2001, and $68 and $65 for the
     nine months ended September 30, 2002 and 2001, respectively.

6.   SUBSEQUENT EVENTS

     On October 10,  2002,  the  Company  paid  dividends  of $0.24 per share of
     common stock to all common stockholders of record as of September 30, 2002.
     On the same date, the operating  partnerships  paid a distribution of $0.24
     per O.P. Unit to all holders of O.P. Units.

7.   COMMITMENTS AND CONTINGENCIES

     The Company and the operating  partnerships are or may become, from time to
     time,  parties to litigation  arising out of the normal course of business.
     Management  is not aware of any  litigation  against the Company that would
     have a material  adverse  effect on the  consolidated  financial  position,
     results of operations or cash flows of the Company.

     Insurance policies currently  maintained by the Company do not cover losses
     from the  consequence  of terrorism or seismic  activity,  although they do
     cover losses from fires after an earthquake.

8.   DISCONTINUED OPERATIONS

     Effective  January 1, 2002,  the Company  adopted  Statement  of  Financial
     Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
     Long Lived Assets," which addresses financial  accounting and reporting for
     the impairment  and disposal of long-lived  assets.  In general,  income or
     loss  attributable  to  the  operations  and  sale  of  property,  and  the
     operations   related  to  property  held  for  sale,   are   classified  as
     discontinued  operations  in the  statements  of  operations.  Prior period
     statements of operations presented in this report have been reclassified to
     reflect  the  income  or loss  related  to  properties  that  were sold and
     presented as discontinued  operations for the three and nine  month-periods
     ended  September  30,  2002.  Additionally,  all periods  presented in this
     report will likely require  further  reclassification  in future periods if
     additional property sales occur.

     As of September  30, 2002,  there were no properties  under  contract to be
     sold or disposed of which would qualify as discontinued operations.

     In  March  2002,  the  Company  sold  one  property  for a gain of  $6,103.
     Condensed  results of  operations  for this property for the three and nine
     months ended September 30, 2002 and 2001 are as follows:


                                     - 8 -
<PAGE>
<TABLE>
<CAPTION>

                                              Three Months Ended September 30,                 Nine Months Ended September 30,
                                          ------------------------------------------      ------------------------------------------
                                                 2002                   2001                    2002                    2001
                                          -------------------     ------------------      ------------------     -------------------
                                                   (Dollars in thousands)                          (Dollars in thousands)
<S>                                               <C>                  <C>                    <C>                    <C>
         Rental income from real estate            -                    $500                   $333                   $1,500
         Tenant reimbursements                     -                      25                    293                       71
                                          -------------------     ------------------      ------------------     -------------------
               Total revenues                      -                     525                    626                    1,571

         Real estate taxes                         -                      25                    293                       71
         Depreciation                              -                      70                     46                      209
                                          -------------------     ------------------      ------------------     -------------------
               Total expenses                      -                      95                    339                      280
                                          -------------------     ------------------      ------------------     -------------------
                   Net income                      -                    $430                   $287                   $1,291
                                          ===================     ==================      ==================     ===================

</TABLE>


                                     - 9 -

<PAGE>


ITEM 2

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

This Management's  Discussion and Analysis of Financial Condition and Results of
Operations  should be read in  conjunction  with the  accompanying  consolidated
financial  statements  and notes  thereto  contained  herein  and the  Company's
consolidated  financial  statements and notes thereto contained in the Company's
Annual Report on Form 10-K as of and for the year ended  December 31, 2001.  The
results  for the  three  and  nine  months  ended  September  30,  2002  are not
necessarily  indicative of the results to be expected for the entire fiscal year
ending  December 31, 2002.  The following  discussion  includes  forward-looking
statements,  including  but not  limited  to,  statements  with  respect  to the
Company's future financial performance, operating results, plans and objectives.
Actual results may differ materially from those currently  anticipated depending
upon  a  variety  of  factors,   including   those  described  below  under  the
sub-heading, "Forward-Looking Information."

OVERVIEW

Mission West Properties,  Inc. (the "Company")  acquires,  markets,  leases, and
manages  R&D and office  properties,  primarily  located in the  Silicon  Valley
portion of the San Francisco  Bay Area.  As of September  30, 2002,  the Company
owned and managed 101 properties  totaling  approximately  7.2 million  rentable
square feet through four limited partnerships,  or operating  partnerships,  for
which it is the sole  general  partner.  This class of property is designed  for
research and development and office uses and, in some cases,  includes space for
light manufacturing  operations with loading docks. The Company believes that it
has one of the largest  portfolios of R&D properties in the Silicon Valley.  The
four tenants who lease the most square  footage  from the Company are  Microsoft
Corporation,  JDS Uniphase  Corporation,  Amdahl  Corporation  (a  subsidiary of
Fujitsu Limited),  and Apple Computer,  Inc. For federal income tax purposes the
Company has operated as a self-managed,  self-administered  and fully integrated
real estate investment trust ("REIT") since fiscal 1999.

The  Company's  acquisition,  growth and  operating  strategy  incorporates  the
following elements:

-    working  with  the Berg  Group to take  advantage  of their  abilities  and
     resources to pursue  development  opportunities  which we have an option to
     acquire, on pre-negotiated terms, upon completion and leasing;

-    capitalizing   on   opportunistic   acquisitions   from  third  parties  of
     high-quality  R&D and office  properties  that provide  attractive  initial
     yields and significant potential for growth in cash-flow;

-    focusing on general  purpose,  single-tenant  Silicon Valley R&D and office
     properties for  information  technology  companies in order to maintain low
     operating costs, reduce tenant turnover and capitalize on our relationships
     with these  companies  and our  extensive  knowledge  of their real  estate
     needs; and

-    maintaining prudent financial management  principles that emphasize current
     cash flow while building  long-term  value,  the  acquisition of pre-leased
     properties to reduce  development  and leasing risks and the maintenance of
     sufficient liquidity to acquire and finance properties on desirable terms.



                                     - 10 -



<PAGE>


RESULTS OF OPERATIONS

COMPARISON  OF THE THREE AND NINE MONTHS ENDED  SEPTEMBER  30, 2002 TO THE THREE
AND NINE MONTHS ENDED SEPTEMBER 30, 2001.

As of September 30, 2002, the Company,  through its controlling interests in the
operating partnerships,  owned 101 properties totaling approximately 7.2 million
square feet compared to 96 properties totaling  approximately 6.7 million square
feet owned by the  Company as of  September  30,  2001.  This  represents  a net
increase of approximately 7% in total rentable square footage from one year ago.
Since  September 30, 2001, the Company has acquired the properties  listed below
and  disposed of 77,700  rentable  square feet at  5713-5729  Fontanoso  Way and
72,400 rentable square feet at 2001 Logic Drive in San Jose, California.

<TABLE>
<CAPTION>
                                                                                 Rentable Square
           Date of Acquisition                     Address                          Footage
          ---------------------     --------------------------------------    ---------------------
<S>              <C>                <C>                                             <C>
                 10/01              5905-65 Silver Creek Valley Rd. II                98,500
                 01/02              5345 Hellyer Avenue                              125,000
                 03/02              2630 Orchard Parkway (1)                          60,633
                 03/02              2610 Orchard Parkway (1)                          54,093
                 03/02              55 West Trimble (1)                               91,722
                 07/02              5900 Optical Court                               165,000
                                                                              ---------------------
                                                                                     594,948
                                                                              =====================
</TABLE>


(1)  Acquired in a  tax-deferred  exchange  from the sale of R&D  properties  at
     5713-5729 Fontanoso Way and 2001 Logic Drive, San Jose, California.


The  following  tables  reflect the increase in the Company's  rental  revenues,
excluding rental revenues from discontinued  operations,  for the three and nine
months ended  September 30, 2002 over rental  revenues for the comparable  three
and nine months in 2001:

<TABLE>
<CAPTION>
                          Three Months Ended September 30,
                          ---------------------------------
                                                                                      % Change by         % of Total Net
                              2002               2001              $ Change          Property Group           Change
                          --------------     --------------     ----------------     ---------------     -----------------
                                         (Dollars in thousands)
<S>                         <C>                <C>                <C>                  <C>                   <C>
   Same Property (1)         $25,371            $28,018            ($2,647)              (9.4%)               (8.1%)
   2001 Acquisitions (2)       3,880              4,710               (830)             (17.6%)               (2.5%)
   2002 Acquisitions           2,914                  -              2,914              100.0%                 8.9%
                          --------------     --------------     ----------------                         -----------------
                             $32,165            $32,728            ($  563)              (1.7%)               (1.7%)
                          ==============     ==============     ================                         =================


                          Nine Months Ended September 30,
                          ---------------------------------
                                                                                      % Change by         % of Total Net
                              2002               2001              $ Change          Property Group           Change
                          --------------     --------------     ----------------     ---------------     -----------------
                                         (Dollars in thousands)
   Same Property (1)         $77,031            $84,738            ($7,707)              (9.1%)               (8.3%)
   2001 Acquisitions (2)      14,578              8,323              6,255               75.2%                 6.7%
   2002 Acquisitions           5,794                  -              5,794              100.0%                 6.2%
                          --------------     --------------     ----------------                         -----------------
                             $97,403            $93,061             $4,342                4.6%                 4.6%
                          ==============     ==============     ================                         =================
</TABLE>


(1)  "Same  Property"  is  defined  as  properties  owned as of July 1, 1998 and
     acquired in 1998, 1999 and 2000 and still owned as of September 30, 2002.
(2)  The figures for "2001 Acquisitions" in year 2001 for some properties do not
     reflect  a full  three  and nine  months  of rent due to the  timing of the
     acquisition of the properties during 2001.

RENTAL REVENUE FROM CONTINUING OPERATIONS
For the quarter ended  September  30, 2002,  rental  revenues  decreased by $0.5
million  from $32.7  million for the three months  ended  September  30, 2001 to
$32.2  million  for the same  period of 2002.  Of the $0.5  million  decrease in
rental  revenues,  ($2.6) million  resulted from the Company's  "Same  Property"
portfolio,  ($0.8) million  resulted from properties  acquired in 2001, and $2.9
million resulted from properties  acquired in 2002. Rental revenues increased by
$4.3 million from $93.1 million for the nine months ended  September 30, 2001 to
$97.4  million for the same period of 2002,  which  included a deduction of $1.4
million  straight-line  rent adjustment.  Of the $4.3 million increase in rental
revenues,  ($7.7) million resulted from the Company's "Same Property" portfolio,
$6.2 million were  generated by  properties  acquired in 2001,  and $5.8 million
were  generated by properties  acquired in 2002.  Approximately  $0.3 million in
rental revenues were generated from a discontinued operation for the nine months
ended  September  30,  2002.  The  decline  in  rental  revenues  from the "same
property"  portfolio  was a result from adverse  market  conditions  and loss of
several  tenants due to bankruptcy or cessation of operations.  The net increase
in rental revenues was primarily attributable to new acquisitions.

                                     - 11 -
<PAGE>

OTHER INCOME FROM CONTINUING OPERATIONS
Other  income,  including  interest,  was  approximately  $0.5  million and $0.7
million for the three months ended  September  30, 2002 and 2001,  respectively.
Other  income,  including  interest,  was  approximately  $1.3  million and $2.0
million for the nine months ended September 30, 2002 and 2001, respectively.

EXPENSES FROM CONTINUING OPERATIONS
Tenant  reimbursements from continuing  operations decreased by $0.1 million, or
2%, from $5.3  million for the three  months  ended  September  30, 2001 to $5.2
million for the three months ended  September 30, 2002.  Operating  expenses and
real estate taxes from continuing operations,  on a combined basis, increased by
$0.1  million,  or 2%, from $4.9  million to $5.0  million for the three  months
ended September 30, 2001 and 2002, respectively.  Both tenant reimbursements and
operating expenses combined with real estate taxes from a discontinued operation
were  approximately  $0.3 million each for the nine months ended  September  30,
2002.  The  increases  in  operating  expenses  and real estate  taxes  resulted
primarily from the increase in the total rentable square footage since September
30, 2001.

Depreciation  expense from continuing  operations increased by $0.3 million from
$4.3 million to $4.6 million for the three months ended  September  30, 2001 and
2002, respectively. Depreciation expense from continuing operations increased by
$1.0  million  from $12.4  million to $13.4  million for the nine  months  ended
September  30,  2001  and  2002,  respectively.   Depreciation  expense  from  a
discontinued  operation  was  approximately  $46,000 for the nine  months  ended
September 30, 2002. The increase was  attributable to the acquisition of six R&D
properties since September 30, 2001.

Interest expense  increased by $0.27 million,  or 12.6%,  from $2.14 million for
the three months ended  September 30, 2001 to $2.41 million for the three months
ended  September 30, 2002. The increased  expense  resulted from additional debt
that the Company  incurred under a new $20 million  unsecured loan obtained from
Citicorp  during  the  first  quarter  2002 and a new  unsecured  line of credit
obtained from  Cupertino  National Bank during the third quarter 2002.  Interest
expense  (related  parties)  decreased by $0.41  million,  or 32.3%,  from $1.27
million for the three months ended  September  30, 2001 to $0.86 million for the
three months ended September 30, 2002 due to lower interest rates and repayments
of debt  under the Berg  Group line of  credit.  As a result,  overall  interest
expense  (including  amounts  paid to related  parties)  for the  quarter  ended
September  30, 2002  decreased by $0.14  million  compared to the same quarter a
year ago.  Interest  expense  increased by $0.47  million,  or 7.2%,  from $6.57
million for the nine months ended  September  30, 2001 to $7.04  million for the
nine months  ended  September  30,  2002.  Interest  expense  (related  parties)
decreased by $0.96  million,  or 25.7%,  from $3.73  million for the nine months
ended  September 30, 2001 to $2.77  million for the nine months ended  September
30, 2002.  Overall interest expense for the nine months ended September 30, 2002
decreased by $0.49 million  compared to the nine months ended September 30, 2001
due  primarily to lower  interest  rates and  repayments  of debt under the Berg
Group line of credit. The six R&D property  acquisitions and additional debt the
Company obtained increased total debt outstanding, including amounts due related
parties,  by $15.44  million,  or 7.0%, from $220.81 million as of September 30,
2001 to $236.25 million as of September 30, 2002.  Management  expects  interest
expense  to  increase  as new  debt is  incurred  in  connection  with  property
acquisitions,  as the Company draws on the Berg Group line of credit,  and as it
seeks alternative sources of credit.

NET INCOME TO MINORITY INTEREST AND NET INCOME TO COMMON STOCKHOLDERS
The minority  interest portion of income  decreased by $9.02 million,  or 31.0%,
from $29.06  million for the three  months  ended  September  30, 2001 to $20.04
million for the three  months ended  September  30, 2002.  This  difference  was
represented  principally  by the gain from asset  sales of $8.45  million in the
third quarter of 2001. Net income to stockholders decreased by $1.17 million, or
20.4%, from $5.73 million for the three months ended September 30, 2001 to $4.56
million for the same period in 2002.  For the nine months  ended  September  30,
2002 and 2001,  the minority  interest  portion of income was $66.95 million and
$70.08 million, respectively,  resulting in net income to stockholders of $13.83
million and $13.93  million,  respectively.  Minority  interest  represents  the
ownership  interest of all limited partners in the operating  partnerships taken
as a whole, which was approximately 83% as of September 30, 2002 and 2001.

RECENT RENTAL MARKET DEVELOPMENTS

All of the  Company's  properties  are located in the Northern  California  area
known as Silicon  Valley,  which  generally  consists of portions of Santa Clara
County,  Southwestern Alameda County,  Southeastern San Mateo County and Eastern
Santa Cruz  County.  The Silicon  Valley  economy and business  activity  slowed
markedly in 2001 and in the first nine months of 2002 after fast-paced growth in
1999  and  2000.  The  Silicon  Valley  R&D  property  market  has  historically
fluctuated with the local economy. According to a recent report by BT Commercial
Real  Estate,  vacancy  rates for Silicon  Valley R&D  property  increased  from
approximately  14.8% in late 2001 to 20.8% at the end of the third quarter 2002.
Total  vacant  R&D  square  footage  in  Silicon  Valley at the end of the third
quarter of 2002  amounted to 31.8  million  square  feet,  of which 40%, or 12.7
million  square feet,  was being offered  under  subleases.  Total  negative net
absorption in 2001 amounted to  approximately  15.6 million square feet.  During
the first  nine  months of 2002,  there was total  negative  net  absorption  of
approximately  9.3 million  square feet. The impact of this decline has not been
uniform throughout the area, however. The Silicon Valley R&D property market has
been characterized by a substantial number of submarkets,  with rent and vacancy
rates varying considerably by submarket and location within each submarket.  The
Company's  actual  occupancy  rate at  September  30,  2002 was 86%,  which is a
significant  decline from the occupancy  rate of 98% at September

                                     - 12 -
<PAGE>

30, 2001, but higher than the area's  occupancy rate. The Company  believes that
its  occupancy  rate could  decline  going  forward if more key tenants seek the
protection of the bankruptcy  laws. For example,  during the last twelve months,
ten tenants accounting for approximately 744,000 net rentable square feet of R&D
properties  have either filed  petitions under Chapter 11 of the Bankruptcy Code
or have discontinued operations. Under the bankruptcy laws, tenants may have the
right to reject  their  leases with us and our claim for rent will be limited to
the  greater  of one  year's  rent or 15% of the total  amount of rent under the
leases upon default, but not to exceed three years of rent on the remaining term
of the lease  following  the earlier of the petition  filing date or the date on
which we  gained  repossession  of the  property,  as well as any rent  that was
unpaid on the  earlier of those  dates.  In  addition,  leases  with  respect to
approximately  476,000  rentable  square feet are  expiring  prior to the end of
2002.  These  properties  may take  anywhere  from six to 12 months or longer to
re-lease.  The Company  anticipates  its vacancy rate to range between 14-16% by
the end of 2002 and renewal  rental rates to be the same as or,  perhaps,  lower
than current rental rates.  The Company's  operating  results and ability to pay
dividends at current  levels remain  subject to a number of material  risks,  as
indicated  under  the  caption  "Forward-Looking  Information"  below and in the
section  entitled  "Risk  Factors" in the Company's most recent annual report on
Form 10-K.

CHANGES IN FINANCIAL CONDITION

The most  significant  changes  during the nine months ended  September 30, 2002
resulted from property acquisitions and exchanges.  In addition,  debt increased
from new acquisitions and borrowings and stockholders' equity increased from the
exercise of stock options and the exchange of O.P. Units for common stock.

At September  30, 2002,  real estate  assets  increased by  approximately  $50.5
million  from  December  31,  2001 taking into  account  new  acquisitions,  one
disposition, and some tenant improvements. During the first nine months of 2002,
the  Company  acquired  two  additional  properties  representing  approximately
290,000  rentable square feet of R&D property located in Silicon Valley from the
Berg  Group  under  the Berg  land  holdings  option  agreement.  The  aggregate
acquisition  price for these  properties was  approximately  $31.0 million.  The
Company  financed these  acquisitions  by borrowing $18.0 million under the Berg
Group line of credit and issuing 835,491 O.P. Units. In addition, in March 2002,
the Company  acquired three R&D properties  representing  approximately  206,500
rentable square feet for approximately  $31.3 million as replacement  properties
in a  tax-deferred  exchange  in  which  the  Company  disposed  of  former  R&D
properties  at  5713-5729  Fontanoso  Way and  2001  Logic  Drive  in San  Jose,
California.  No debt or O.P.  Units  were  issued  for these  acquisitions.  The
Company also realized a gain of $6.1 million on the transaction.

At September 30, 2002, total liabilities increased by approximately $9.7 million
from  December  31,  2001 as a result  of  obtaining  a new line of  credit  and
incurring debt from acquisitions.

At September 30, 2002,  total  stockholders'  equity  increased by approximately
$2.7 million from December 31, 2001 from the reduction of  accumulated  deficit,
stock option  exercises and the exchange of O.P. Units for the Company's  common
stock.  During the nine  months  ended  September  30,  2002,  stock  options to
purchase 33,550 shares of common stock were exercised at $4.50 per share.  Total
proceeds to the Company were approximately $0.15 million.  During the first nine
months of 2002,  two limited  partners  of an  operating  partnership  exchanged
104,000 O.P.  Units for 104,000  shares of the Company's  common stock under the
exchange  rights  agreement  among the Company  and the limited  partners in the
operating  partnerships,   which  represented  additional  paid  in  capital  of
approximately $1.3 million.

LIQUIDITY AND CAPITAL RESOURCES

The Company  expects its  principal  sources of liquidity for  distributions  to
stockholders and unit holders,  debt service,  leasing commissions and recurring
capital  expenditures to come from Funds From Operations ("FFO") and/or the Berg
Group line of credit and other credit  facilities that may be established by the
Company  with third party  financial  institutions.  The Company  expects  these
sources  of  liquidity  to  be  adequate  to  meet  projected  distributions  to
stockholders and other presently anticipated liquidity requirements in 2002. The
Company expects to meet its long-term liquidity  requirements for the funding of
property  development,  property  acquisitions and other material  non-recurring
capital  improvements  through long-term secured and unsecured  indebtedness and
the issuance of additional equity securities by the Company. The Company has the
ability to meet  short-term  obligations or other  liquidity  needs based on the
Berg Group and  Cupertino  National  Bank line of credit.  Despite  the  current
weakness in the economy,  the Company expects interest expense to increase,  but
not significantly,  as it incurs debt through acquisitions of new properties and
as interest rates increase.

The Company is continually  evaluating  alternative sources of credit to replace
the Berg Group $100 million  line of credit,  which  expires in March 2003.  The
Company  believes  that the  terms of the Berg  Group  line of  credit  are more
favorable  than those  available  from  institutional  lenders.  There can be no
assurance,  however,  that the Berg Group will  continue to rollover  and extend
this line of credit,  as it has been doing since 1999,  or that the Company will
be able to obtain a line of credit with terms  similar to the Berg Group line of
credit.  Thus, the Company's cost of borrowing could increase  substantially  in
2003 and thereafter.

On March 1,  2002,  the  Company  obtained  a $20  million  unsecured  loan from
Citicorp USA, Inc. with an interest rate based on LIBOR. The loan, which matures
on March 1, 2003,  bears a fixed LIBOR  interest rate of 4.09% for the first six
months and LIBOR plus 2.0%  thereafter.  The Company  paid a loan fee of $50,000
and expects to use the loan for acquiring new R&D properties.

                                     - 13 -

<PAGE>

At September 30, 2002,  the Company had total  indebtedness  of $236.3  million,
including  $125.9 million of fixed rate mortgage  debt,  $11.2 million under the
Berg Group mortgage note (related  parties),  $51.5 million under the Berg Group
line of credit  (related  parties),  $20.0 million under the Citicorp  loan, and
$27.7 million under the Cupertino National Bank line of credit.

As of September  30, 2002,  the  Company's  Debt to Total Market  Capitalization
ratio was  approximately  17.0%,  based upon a Total  Market  Capitalization  of
approximately  $1.4  billion.  The Company  computed  this ratio by dividing the
Company's  total debt  outstanding  as of September  30, 2002 by the sum of this
debt plus the market  value of common  stock  (based upon the  closing  price of
$11.08 per share on September  30, 2002) on a fully diluted  basis,  taking into
account the conversion of all O.P. Units into common stock.

On October 10,  2002,  the Company  paid  dividends of $0.24 per share of common
stock to all common stockholders of record as of September 30, 2002. On the same
date, the operating  partnerships  paid a distribution of $0.24 per O.P. Unit to
all holders of O.P. Units.

On July 12, 2002, the Company established a $40 million unsecured revolving line
of credit  (the  "Revolving  Line of  Credit")  with  Cupertino  National  Bank,
Cupertino,  California (the "Bank").  The Revolving Line of Credit is guaranteed
by the Company and two operating  partnerships,  which pledged four  properties,
bears  interest at LIBOR plus 2%, and matures July 12, 2004. The Company pays an
annual loan fee of $33,000. The Company will use the proceeds from the Revolving
Line of Credit to repay debt,  complete  acquisitions  and finance other working
capital requirements.

                                     - 14 -

<PAGE>

MORTGAGE DEBT

         The following table sets forth information regarding debt outstanding
as of September 30, 2002:

<TABLE>
<CAPTION>


                                                                                                            Maturity     Interest
                Debt Description                            Collateral Properties            Balance          Date         Rate
------------------------------------------- ------------------------------------------- ----------------- ------------ ------------
                                                                                           (Dollars in
                                                                                            thousands)
<S>                                        <C>                                              <C>             <C>          <C>
Line of Credit:
Berg Group (related parties)                2033-2043 Samaritan Drive, San Jose, CA          $51,465          3/03          (1)
                                            2133 Samaritan Drive, San Jose, CA          -----------------
                                            2233-2243 Samaritan Drive, San Jose, CA
                                            1310-1450 McCandless Drive, Milpitas, CA
                                            1315-1375 McCandless Drive, Milpitas, CA
                                            1650-1690 McCandless Drive, Milpitas, CA
                                            1795-1845 McCandless Drive, Milpitas, CA
                                            2251 Lawson Lane, Santa Clara, CA (4)
                                            20605-20705 Valley Green Dr, Cupertino, CA (4)

Mortgage Notes Payable (related parties):   5300 & 5350 Hellyer Avenue, San Jose, CA          11,153          6/10        7.650%
                                                                                        -----------------

Mortgage Notes Payable:
Prudential Capital Group                    20400 Mariani Avenue, Cupertino, CA                1,468          4/09        8.750%
New York Life Insurance Company             10440 Bubb Road, Cupertino, CA                       322          9/09        9.625%
Home Savings & Loan Association             10460 Bubb Road, Cupertino, CA                       314         12/06        9.500%
Prudential Insurance Company of America (2) 10300 Bubb Road, Cupertino, CA                   123,794         10/08        6.560%
                                            10500 N. DeAnza Blvd, Cupertino, CA
                                            4050 Starboard Drive, Fremont, CA
                                            45700 Northport Loop, Fremont, CA
                                            45738 Northport Loop, Fremont, CA
                                            450-460 National Avenue, Mt View, CA
                                            6311 San Ignacio Avenue, San Jose, CA
                                            6321 San Ignacio Avenue, San Jose, CA
                                            6325 San Ignacio Avenue, San Jose, CA
                                            6331 San Ignacio Avenue, San Jose, CA
                                            6341 San Ignacio Avenue, San Jose, CA
                                            6351 San Ignacio Avenue, San Jose, CA
                                            3236 Scott Blvd, Santa Clara, CA
                                            3560 Bassett Street, Santa Clara, CA
                                            3570 Bassett Street, Santa Clara, CA
                                            3580 Bassett Street, Santa Clara, CA
                                            1135 Kern Avenue, Sunnyvale, CA
                                            1212 Bordeaux Lane, Sunnyvale, CA
                                            1230 E. Arques, Sunnyvale, CA
                                            1250 E. Arques, Sunnyvale, CA
                                            1170 Morse Avenue, Sunnyvale, CA
                                            1600 Memorex Drive, Santa Clara, CA
                                            1688 Richard Avenue, Santa Clara, CA
                                            1700 Richard Avenue, Santa Clara, CA
                                            3540 Bassett Street, Santa Clara, CA
                                            3542 Bassett Street, Santa Clara, CA
                                            3544 Bassett Street, Santa Clara, CA
                                            3550 Bassett Street, Santa Clara, CA
                                                                                        -----------------
Mortgage Notes Payable Subtotal                                                              125,898
                                                                                        -----------------
Unsecured Loan:
Citicorp USA, Inc.                          Not Applicable                                    20,000          3/03          (3)
                                                                                        -----------------
Revolving Line of Credit:
Cupertino National Bank                     Not Applicable                                    27,739          7/04          (5)
                                                                                        -----------------
Total                                                                                       $236,255
                                                                                        =================
</TABLE>


(1)  The debt owed to the Berg Group under the line of credit carries a variable
     interest  rate  equal to LIBOR  plus  1.30% and is payable in full in March
     2003. The interest rate at September 30, 2002 was 3.051%.
(2)  John Kontrabecki, one of the limited partners, has guaranteed approximately
     $12.0 million of this debt.
(3)  The unsecured  loan from Citicorp USA, Inc.  carries a fixed LIBOR interest
     rate equal to 4.09% for the first six months and LIBOR plus 2.0% thereafter
     and is payable in full in March 2003.  The interest  rate at September  30,
     2002 was 3.81%.
(4)  Substituted collateral properties for the Berg Group line of credit.
(5)  The unsecured revolving line of credit from Cupertino National Bank carries
     a variable interest rate equal to LIBOR plus 2.0% and is payable in full in
     July 2004. The interest rate at September 30, 2002 was 3.82%.

                                     - 15 -

<PAGE>


CURRENT PROPERTIES SUBJECT TO OUR ACQUISITION AGREEMENT WITH THE BERG GROUP

The following table presents certain projected information at September 30, 2002
concerning  projects  for  which  the  Company,  through  its  interests  in the
operating  partnerships,  has the right to acquire  under the Berg land holdings
option agreement.
<TABLE>
<CAPTION>

                                                Approximate
                                Number of      Rentable Area           Anticipated             Total Estimated
Property                        Buildings      (Square Feet)         Acquisition Date       Acquisition Value (1)
------------------------------ ------------ -------------------- ------------------------- -------------------------
Berg Land Holdings Option
Under Development                                                                           (Dollars in thousands)
<S>                                <C>         <C>                <C>                              <C>
Morgan Hill (JV I) (2)              2            160,000           4th Q 2002/1st Q 2003            $17,500
Morgan Hill (JV II) (2)             1            151,242           4th Q 2002/1st Q 2003             16,200
                                    -            -------                                             ------
               Subtotal             3            311,242                                             33,700

Available Land
Piercy & Hellyer                                 490,000
Morgan Hill (2)                                  368,025
King Ranch                                       207,000
Fremont & Cushing                                387,000
Evergreen                                      2,480,000
                                               ---------
              Subtotal                         3,932,025

                                                --------                                            -------
TOTAL                               3          4,243,267                                            $33,700
                                    =          =========                                            =======

</TABLE>


(1)  The estimated  acquisition  value  represents  the estimated cash price for
     acquiring  the projects  under the terms of the Berg land  holdings  option
     agreement,  which may differ from the actual acquisition cost as determined
     under GAAP, if O.P. Units or any other securities based on the market value
     of the Company's common stock are issued in the transaction.
(2)  The Company  expects to own an approximate  50% interest in the partnership
     through one of its  operating  partnerships.  The property will be operated
     and  managed by the other  partner in the  entity.  The  rentable  area and
     estimated  acquisition value shown above reflect both the Company's and the
     other partner's combined interest in these properties.


Pursuant to the Berg land holdings option agreement  between the Company and the
Berg  Group,  the  Company  currently  has the option to acquire any future R&D,
office and industrial  property developed by the Berg Group on land it currently
owns or has under option, or acquires for these purposes in the future, directly
or indirectly by certain members of the Berg Group.

The time required to complete the leasing of developments varies from project to
project.  The acquisition dates and acquisition costs set forth in the table are
only estimates by management. Generally, the Company will not acquire any of the
above  projects  until  they are fully  completed  and  leased.  There can be no
assurance that the  acquisition  date and final cost to the Company as indicated
above  would be  realized.  No  estimate  can be  given  at this  time as to the
Company's  total cost to acquire  projects  under the Berg land holdings  option
agreement,  nor can we be certain of the period in which we will  acquire any of
the projects.

Although the Company expects to acquire the new properties available to it under
the terms of the Berg land holdings option agreement, subsequent to the approval
by the  independent  directors  committee,  there can be no  assurance  that the
Company  actually will  consummate any intended  transactions,  including all of
those discussed above. Furthermore, the Company has not yet determined the means
by which it would  acquire and pay for any such  properties or the impact of any
of the acquisitions on its business, results of operations, financial condition,
FFO or available cash for distribution.

Leasing  activity for new  build-to-suit  and vacated R&D  properties has slowed
considerably   during  the  past  year  and  the  first  nine  months  of  2002.
Consequently,  the Company  believes  that the projected  acquisition  dates for
other development  properties subject to the Berg land holdings option agreement
may be delayed for the  foreseeable  future.  Such delays limit future growth in
revenues, operating income and Funds Available for Distribution ("FAD").

                                     - 16 -

<PAGE>


HISTORICAL CASH FLOWS

Net cash provided by operating  activities  for the nine months ended  September
30,  2002 was $97.2  million  compared  to $81.4  million for the same period in
2001, a 19%  increase.  The change was a direct  result of  increased  rent from
newly acquired properties.

Net cash used in investing  activities was approximately  $20.5 million and $1.9
million for the nine months ended September 30, 2002 and 2001, respectively.  Of
the  $20.5  million  net  cash  used  in  investing  activities,  $18.5  million
represented  the return of a deposit  furnished  by Xilinx,  Inc.  relating to a
purchase option agreement between Xilinx and the Company,  $1.7 million was used
to acquire new equipment and tenant  improvements,  and $0.3 million was applied
to Xilinx's  monthly  rent  obligation  prior to the  execution  of the purchase
option agreement.

Net cash used in  financing  activities  was $75.0  million  for the nine months
ended  September 30, 2002 compared to $78.7 million for the same period in 2001,
a 5% decrease. Of the $75.0 million net cash used in financing activities, $48.2
million was used to pay outstanding  debt,  $62.1 million for minority  interest
distributions,  and $12.5  million for  dividends.  The Company  obtained  $47.8
million  from  financing  activities,  including  borrowings  under the Citicorp
unsecured  loan and the  Cupertino  National  Bank  line of  credit,  as well as
proceeds  from the  exercise  of stock  options.  During the nine  months  ended
September  30,  2002,  the  Company  made  payments  on  outstanding   debt  and
distributions  to holders of its common stock and O.P.  Units by utilizing  cash
generated from operating activities and other borrowed funds.

CAPITAL EXPENDITURES

The Company's  existing R&D properties  require periodic  investments of capital
for tenant-related  capital  expenditures and for general capital  improvements.
For the years ended  December 31, 1997 through  December 31, 2001, the recurring
tenant  improvement costs and leasing  commissions  incurred with respect to new
leases and lease  renewals of the  properties  that were owned or  controlled by
members of the Berg Group  prior to July 1, 1998  averaged  approximately  $1.75
million annually.  The Company expects that the average annual cost of recurring
tenant improvements and leasing commissions,  related to the properties, will be
approximately  $1.3 million  during 2002.  The Company  believes it will recover
substantially  all of these sums from the  tenants  under new or renewed  leases
through  increases in rental  rates.  The Company  expects to meet its long-term
liquidity  requirements  for  the  funding  of  property  development,  property
acquisitions  and other  material  non-recurring  capital  improvements  through
long-term  secured and  unsecured  indebtedness  and the issuance of  additional
equity securities by the Company.

FUNDS FROM OPERATIONS

As  defined  by the  National  Association  of  Real  Estate  Investment  Trusts
("NAREIT"),  FFO represents net income (loss) before  minority  interest of unit
holders  (computed in accordance  with GAAP),  excluding  gains (or losses) from
debt restructuring and sales of property,  plus real estate related depreciation
and  amortization  (excluding  amortization  of  deferred  financing  costs  and
depreciation of non-real estate assets) and after adjustments for unconsolidated
partnerships and joint ventures. Management considers FFO an appropriate measure
of performance  of an equity REIT because,  along with cash flows from operating
activities, financing activities and investing activities, it provides investors
with an  understanding  of the Company's  ability to incur and service debt, and
make  capital  expenditures.  With the  recent  emphasis  on the  disclosure  of
operating  earnings per share, we will still continue to use FFO as a measure of
the Company's  performance.  FFO should not be considered as an alternative  for
net income as a measure of profitability  and it is not comparable to cash flows
provided by operating activities  determined in accordance with GAAP, nor is FFO
necessarily  indicative  of funds  available to meet the  Company's  cash needs,
including its need to make cash distributions to satisfy REIT requirements.

The Company's  definition of FFO also assumes conversion at the beginning of the
period of all convertible securities, including minority interests that might be
exchanged  for common stock.  FFO does not  represent  the amount  available for
management's  discretionary  use  as  such  funds  may  be  needed  for  capital
replacement  or expansion,  debt service  obligations or other  commitments  and
uncertainties.

The minority  interest in earnings for unrelated parties are deducted from total
minority interest in earnings in calculating FFO.

                                     - 17 -

<PAGE>


Furthermore, FFO is not comparable to similarly entitled items reported by other
REITs that do not define them  exactly as the Company  defines  FFO. FFO for the
three and nine months ended  September  30, 2002 and 2001 are  summarized in the
tables below:
<TABLE>
<CAPTION>

                                Three Months Ended September 30,               Nine Months Ended September 30,
                            -----------------------------------------     ------------------------------------------
                                  2002                   2001                    2002                   2001
                            ------------------     ------------------     -------------------    -------------------
                                     (Dollars in thousands)                        (Dollars in thousands)
<S>                           <C>                    <C>                     <C>                    <C>
Net income                     $ 4,558                $ 5,730                 $13,832                $13,932
Add:
    Minority interest (1)       19,941                 28,897                  66,546                 69,593
    Depreciation (2)             4,552                  4,326                  13,409                 12,592
Less:
    Gain on sale of assets           -                  8,452                   6,103                 11,553
                            ------------------     ------------------     -------------------    -------------------
FFO                            $29,051                $30,501                 $87,684                $84,564
                            ==================     ==================     ===================    ===================
</TABLE>


(1)  Excludes minority interest for unrelated parties.
(2)  Includes depreciation from discontinued operations.

DISTRIBUTION POLICY

The Company intends to pay  distributions  to stockholders and O.P. unit holders
based upon total Funds Available for Distribution  ("FAD"),  which is calculated
as FFO less adjustment for straight-line  rents included in net income,  leasing
commissions paid and capital expenditures made during the respective period. The
calculations  of FAD for the three and nine months ended  September 30, 2002 and
2001 are as follows:

<TABLE>
<CAPTION>


                                Three Months Ended September 30,                Nine Months Ended September 30,
                            ------------------------------------------     ------------------------------------------
                                   2002                   2001                    2002                   2001
                            -------------------    -------------------     -------------------    -------------------
                                     (Dollars in thousands)                         (Dollars in thousands)
<S>                             <C>                    <C>                     <C>                    <C>
FFO                              $29,051                $30,501                 $87,684                $84,564
Less:
    Straight-line rents            (484)                  1,025                 (1,088)                  5,352
    Leasing commissions               33                     71                     277                    653
    Capital expenditures             586                     87                     699                    411
                            -------------------    -------------------     -------------------    -------------------
FAD                              $28,916                $29,318                 $87,796                $78,148
                            ===================    ===================     ===================    ===================
</TABLE>


The  Company's  board of  directors  will  determine  the  amount  and timing of
distributions  to our  stockholders.  The board of directors  will consider many
factors prior to making any distributions, including the following:

-    the amount of cash available for distribution;

-    the Company's financial condition;

-    whether to reinvest funds rather than to distribute such funds;

-    the Company's committed and projected capital expenditures;

-    the effects of new  property  acquisitions,  including  acquisitions  under
     existing agreements with the Berg Group;

-    the  annual  distribution  requirements  under the REIT  provisions  of the
     federal income tax laws; and

-    such other factors as the board of directors deems relevant.

We  cannot  assure  you  that  the  Company  will be  able  to meet or  maintain
management's cash distribution objectives.

                                     - 18 -


<PAGE>


IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

The  Company  does  not  believe  recently  issued  accounting   standards  will
materially impact the Company's financial statements.


FORWARD-LOOKING INFORMATION

This quarterly report contains forward-looking  statements within the meaning of
the federal securities laws. The Company intends such forward-looking statements
to be covered  by the safe  harbor  provisions  for  forward-looking  statements
contained in the Private  Securities  Reform Act of 1995,  and is including this
statement  for  purposes  of  complying  with  these  safe  harbor   provisions.
Forward-looking statements,  which are based on certain assumptions and describe
future  plans,  strategies  and  expectations  of  the  Company,  are  generally
identifiable by use of the words "believe,"  "expect,"  "intend,"  "anticipate,"
"estimate,"  "project" or similar  expressions.  Additionally,  all  disclosures
under Part I.,  Item 3  constitute  forward-looking  statements.  The  Company's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain.

Factors that could have a material  adverse  effect on the operations and future
prospects of the Company include, but are not limited to, changes in:

-    economic conditions generally and the real estate market specifically,
-    legislative  or  regulatory  provisions  affecting  the Company  (including
     changes to laws governing the taxation of REITs),
-    availability of capital,
-    interest rates,
-    competition,
-    supply of and  demand  for R&D,  office and  industrial  properties  in the
     Company's current and proposed market areas,
-    tenant defaults and bankruptcies, and
-    general accounting principles, policies and guidelines applicable to REITs.

In addition, the actual timing of development,  construction, and leasing on the
projects  that the Company  believes it may acquire in the future under the Berg
land holdings option agreement is unknown presently,  and reliance should not be
placed on the estimates  concerning  these projects set forth under the caption,
"Current  Properties Subject to Our Acquisition  Agreement with the Berg Group,"
above.  These risks and  uncertainties,  together with the other risks described
from time to time in the Company's  reports and other  documents  filed with the
Securities  and  Exchange   Commission,   should  be  considered  in  evaluating
forward-looking  statements  and  undue  reliance  should  not be placed on such
statements.

                                     - 19 -

<PAGE>


ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not generally hold market risk sensitive instruments for trading purposes.
We use fixed and variable rate debt to finance our  operations.  Our exposure to
market risk for changes in interest  rates relates  primarily to our current and
future debt  obligations.  We are  vulnerable  to  significant  fluctuations  of
interest  rates on our floating  rate debt,  and pricing on our future debt.  We
manage our market risk by  monitoring  interest  rates where we try to recognize
the  unpredictability  of the financial  markets and seek to reduce  potentially
adverse effect on the results of our operations.  This takes frequent evaluation
of available  lending rates and examination of  opportunities to reduce interest
expense  through  new  sources  of  debt  financing.   By  attempting  to  match
anticipated  cash  inflow  from our  operating  and  financing  activities  with
anticipated  cash outflow to fund debt payments,  distributions  to shareholders
and O.P. Unit holders,  capital  expenditures  and other cash  requirements,  we
expect to  minimize  the  effects  on our  future  earnings  and cash flow where
interest rate risk is most  sensitive.  Several  factors  affecting the interest
rate  risk  include  governmental  monetary  and  tax  policies,   domestic  and
international economics and other factors that are beyond our control.

The primary market risk we face is the risk of interest rate  fluctuations.  The
Berg Group line of credit,  the  Cupertino  National Bank line of credit and the
Citicorp USA unsecured loan, which are tied to a LIBOR based interest rate, were
approximately $51.5 million,  $27.7 million,  and $20.0 million, or 22%, 12% and
8%,  respectively,  of the  total  $236.3  million  of  outstanding  debt  as of
September  30, 2002.  As a result,  we pay lower rates of interest in periods of
decreasing  interest rates and higher rates of interest in periods of increasing
interest  rates. At September 30, 2002, we had no interest rate caps or interest
rate swap contracts.

The  following  discussion  of  market  risk  is  based  solely  on  a  possible
hypothetical  change in future market  conditions  related to our  variable-rate
debt. It includes "forward-looking statements" regarding market risk, but we are
not forecasting  the occurrence of these market changes.  Based on the amount of
variable debt outstanding as of September 30, 2002, a 1% increase or decrease in
interest  rates on our $99.2  million of  floating  rate debt would  decrease or
increase,  respectively,  nine months  earnings and cash flows by  approximately
$0.74  million,  as a result of the  increased  or  decreased  interest  expense
associated  with the  change  in rate,  and would not have an impact on the fair
value of the floating rate debt.  This amount is determined by  considering  the
impact  of  hypothetical  interest  rates  on  our  borrowing  cost.  Due to the
uncertainty  of  fluctuations  in interest  rates and the specific  actions that
might  be  taken by us to  mitigate  of such  fluctuations  and  their  possible
effects, the foregoing  sensitivity analysis assumes no changes on our financial
structure.

ITEM 4
CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE  CONTROLS AND  PROCEDURES.  Within the 90 days prior to
the date of this  report,  the Company has  conducted an  evaluation,  under the
supervision and with the  participation of the Company's  management,  including
the  Company's  Chief  Executive  Officer and Chief  Financial  Officer,  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures pursuant to Exchange Act Rule 13a-14c. Base upon that evaluation,
the Chief  Executive  Officer and Chief  Financial  Officer  concluded  that the
Company's  disclosure  controls and procedures are effective in timely  alerting
them  to  material   information   relating  to  the  Company   (including   its
subsidiaries) required to be included in the Company's periodic SEC filings.

Changes in internal controls.  There were no significant changes in our internal
controls or to our knowledge,  in other factors that could significantly  affect
such internal controls subsequent to the date of their evaluation.

                                     - 20 -
<PAGE>



================================================================================


PART II - OTHER INFORMATION

ITEM 6
EXHIBITS AND REPORTS ON FORM 8-K

         a.       Exhibits

                  None

         b.       Reports on Form 8-K

                  None

================================================================================
 Signatures

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereto duly authorized.


                               Mission West Properties, Inc.
                               (Registrant)


Date:   November 12, 2002      By:/s/ Wayne N. Pham
                                  ----------------------------------------------
                                  Wayne N. Pham
                                  Vice President of Finance and Controller
                                  (Principal Accounting Officer and Duly
                                  Authorized Officer)


                                     - 21 -
<PAGE>



                             CERTIFICATE PURSUANT TO
                 RULE 13a-14 THE SECURITIES EXCHANGE ACT OF 1934

I, Carl E. Berg, certify that:

1.   I have  reviewed  this  Quarterly  Report  on  Form  10-Q of  Mission  West
Properties,  Inc. (the "Company")  for the quarterly  period ended September 30,
2002;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not misleading  with respect to the period covered by this quarterly
report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.   The registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure  the
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying officers and I have disclosed,  based on
our most recent evaluation, to the registrant's auditors and the audit committee
of   registrant's   board of directors   (or persons performing  the  equivalent
function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The registrant's other  certifying  offices  and I have  indicated  in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Carl E. Berg
Chairman and CEO

November 12, 2002



<PAGE>


                             CERTIFICATE PURSUANT TO
                 RULE 13a-14 THE SECURITIES EXCHANGE ACT OF 1934

I, Wayne N. Pham, certify that:

1.   I have  reviewed  this  Quarterly  Report  on  Form  10-Q  of  Mission West
Properties,  Inc. (the  "Company") for the quarterly  period ended September 30,
2002;

2.   Based on my knowledge,  this quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.   The registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure  the
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying officers and I have disclosed,  based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing the  equivalent
function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The registrant's  other  certifying  offices  and I have indicated  in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Wayne N. Pham
Vice President of Finance and Controller

November 12, 2002



<PAGE>


                    CERTIFICATION OF CEO AND CFO PURSUANT TO
                               18 U.S.C. ss. 1350,
                             AS ADOPTED PURSUANT TO
                    ss. 906 OF THE SARBANES-OXLEY ACT OF 2002

     In  connection  with the  Quarterly  Report  on Form 10-Q of  Mission  West
Properties,  Inc. (the  "Company") for the quarterly  period ended September 30,
2002 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the "Report"),  each of Carl E. Berg, Chairman of the Board and Chief Executive
Officer  of the  Company,  and Wayne N. Pham,  Vice  President  of  Finance  and
Controller of the Company,  hereby certify,  pursuant to 18 U.S.C.  ss. 1350, as
adopted  pursuant to ss. 906 of the  Sarbanes-Oxley  Act of 2002, to the best of
his knowledge, that:

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.


================================
Carl E. Berg
Chairman of the Board and Chief Executive Officer
November 12, 2002


================================
Wayne N. Pham
Vice President of Finance and Controller
November 12, 2002

     This  certification  accompanies  this  Report  pursuant  to ss. 906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002,  or  otherwise  required,  be  deemed  filed by the
Company  for  purposes  of ss. 18 of the  Securities  Exchange  Act of 1934,  as
amended.