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 MARCH 31, 2004

                          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
incorporation or organization)                               Number)

                               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 [ ] NO [X]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). 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:

                18,072,691 shares outstanding as of July 31, 2004


<PAGE>

                          MISSION WEST PROPERTIES, INC.

                                    FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 2004


                                      INDEX

<TABLE>
<CAPTION>
                                                                                                                     Page
PART I        FINANCIAL INFORMATION

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

              Consolidated Balance Sheets as of March 31, 2004
              and December 31, 2003 ..................................................................................2

              Consolidated Statements of Operations for the
              three months ended March 31, 2004 and 2003 (As Restated)................................................3

              Consolidated Statements of Cash Flows for the
              three months ended March 31, 2004 and 2003 (As Restated)................................................4

 Notes to Consolidated Financial Statements...........................................................................5

   Item 2.    Management's Discussion and Analysis of Financial
              Condition and Results of Operations....................................................................11

   Item 3.    Quantitative and Qualitative Disclosures about Market Risk.............................................21

   Item 4.    Controls and Procedures................................................................................22


PART II       OTHER INFORMATION

   Item 1.    Legal Proceedings......................................................................................23

   Item 6.    Exhibits and Reports on Form 8-K.......................................................................23

Signatures...........................................................................................................24
</TABLE>

Exhibit Index

Certifications
Section 1350 Certification

                                     - 1 -

<PAGE>


PART I - FINANCIAL INFORMATION
ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                          MISSION WEST PROPERTIES, INC.
                           CONSOLIDATED BALANCE SHEETS
           (dollars in thousands, except share and per share amounts)
                                   (Unaudited)
                                    ---------
<TABLE>
<CAPTION>
                                                                                    March 31, 2004         December 31, 2003
                                                                                 ---------------------   ----------------------
                                     ASSETS
<S>                                                                                 <C>                    <C>
Real estate assets, at cost:
    Land                                                                             $   275,707             $   275,707
    Buildings and improvements                                                           779,399                 779,636
    Real estate related intangible assets                                                 19,651                  19,651
                                                                                 ---------------------   ----------------------
       Total investments in properties                                                 1,074,757               1,074,994
    Less accumulated depreciation and amortization                                       (95,238)                (89,243)
                                                                                 ---------------------   ----------------------
       Net investments in properties                                                     979,519                 985,751
Cash and cash equivalents                                                                  3,094                   4,129
Deferred rent receivable, net of $2,000 allowance
   at March 31, 2004 and December 31, 2003                                                18,903                  18,970
Investment in unconsolidated joint venture                                                 2,377                   2,285
Other assets (net of accumulated amortization of $5,765 and $4,211
   at March 31, 2004 and December 31, 2003, respectively)                                 19,891                  21,497
                                                                                 ---------------------   ----------------------
       Total assets                                                                  $ 1,023,784             $ 1,032,632
                                                                                 =====================   ======================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
    Line of credit (related parties)                                                 $     2,957             $     6,320
    Revolving line of credit                                                              20,810                  23,965
    Mortgage notes payable                                                               298,564                 299,858
    Mortgage notes payable (related parties)                                              10,679                  10,762
    Interest payable                                                                         332                     332
    Security deposits                                                                      9,696                  10,248
    Deferred rental income                                                                13,315                  12,723
    Dividend/distribution payable                                                         25,076                  25,031
    Accounts payable and accrued expenses                                                  8,297                   5,085
                                                                                 ---------------------   ----------------------
       Total liabilities                                                                 389,726                 394,324

Commitments and contingencies

Minority interests                                                                       520,002                 524,918

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, 18,014,691 and 17,894,691 shares issued and
      outstanding at March 31, 2004 and December 31, 2003, respectively                       18                      18
  Paid-in-capital                                                                        133,603                 132,136
  Accumulated deficit                                                                    (19,565)                (18,764)
                                                                                 ---------------------   ----------------------
     Total stockholders' equity                                                          114,056                 113,390
                                                                                 ---------------------   ----------------------
     Total liabilities and stockholders' equity                                      $ 1,023,784             $ 1,032,632
                                                                                 =====================   ======================
</TABLE>

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

                                     - 2 -

<PAGE>


                          MISSION WEST PROPERTIES, INC
                      CONSOLIDATED STATEMENTS OF OPERATIONS
           (dollars in thousands, except share and per share amounts)
                                   (Unaudited)
                                    ---------

<TABLE>
<CAPTION>
                                                              Three months ended March 31,
                                                                2004                 2003
                                                                                (As Restated)
                                                         -------------------- -------------------
Revenues:
<S>                                                            <C>                  <C>
   Rental revenue from real estate                              $ 31,576             $ 31,431
   Tenant reimbursements                                           4,218                4,575
   Other income, including lease terminations,
      settlements and interest                                       394                  735
                                                         -------------------- -------------------
                                                                  36,188               36,741
                                                         -------------------- -------------------

Expenses:
   Property operating, maintenance and real estate taxes           5,501                4,722
   Interest                                                        4,363                3,406
   Interest (related parties)                                        252                  293
   General and administrative                                        348                  358
   Depreciation and amortization of real estate                    5,523                4,710
                                                         -------------------- -------------------
                                                                  15,987               13,489
                                                         -------------------- -------------------

Income before equity in earnings of unconsolidated joint
  venture and minority interests                                  20,201               23,252
Equity in earnings of unconsolidated joint venture                   591                  737
Minority interests                                                17,269               20,000
                                                         -------------------- -------------------
   Income from operations                                          3,523                3,989
                                                         -------------------- -------------------

Net income to common stockholders                               $  3,523             $  3,989
                                                         ==================== ===================
Net income to minority interests                                $ 17,269             $ 20,000
                                                         ==================== ===================
Net income per share to common stockholders:
   Basic                                                        $0.20                   $0.23
                                                         ==================== ===================
   Diluted                                                      $0.19                   $0.23
                                                         ==================== ===================
Weighted average shares of
  common stock outstanding (basic)                            17,969,416            17,637,260
                                                         ==================== ===================
Weighted average shares of
  common stock outstanding (diluted)                          18,075,262            17,695,001
                                                         ==================== ===================
</TABLE>

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

                                     - 3 -
<PAGE>


                          MISSION WEST PROPERTIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (dollars in thousands)
                                   (Unaudited)
                                    ---------

<TABLE>
<CAPTION>
                                                                                                   Three months ended March 31,
                                                                                                     2004                2003
                                                                                                                    (As Restated)
                                                                                             ------------------- -------------------
Cash flows from operating activities:
<S>                                                                                          <C>                  <C>
     Net income                                                                               $      3,523         $      3,989
     Adjustments to reconcile net income to net cash provided by operating activities:
            Minority interests                                                                      17,269               20,000
            Depreciation and amortization of real estate                                             5,523                4,710
            Amortization of above market rent intangible asset                                         472                    -
            Equity in earnings of unconsolidated joint venture                                        (591)                (737)
            Distributions from unconsolidated joint venture                                            500                  500
            Other                                                                                        -                    7
     Changes in operating assets and liabilities:
            Deferred rent receivable                                                                    67                 (244)
            Other assets                                                                             1,957               (3,529)
            Security deposits                                                                         (552)                (786)
            Deferred rental income                                                                     592                4,016
            Accounts payable and accrued expenses                                                    3,294                  (10)
                                                                                             ------------------- -------------------
     Net cash provided by operating activities                                                      32,054               27,916
                                                                                             ------------------- -------------------

Cash flows from investing activities:
     Improvements to real estate assets                                                               (115)                (554)
                                                                                             ------------------- -------------------
     Net cash used in investing activities                                                            (115)                (554)
                                                                                             ------------------- -------------------

Cash flows from financing activities:
    Principal payments on mortgage notes payable                                                    (1,294)              (1,476)
    Proceeds from mortgage loan payable                                                                  -              100,000
    Principal payments on mortgage notes payable (related parties)                                     (83)                 (77)
    Net payments under line of credit (related parties)                                             (3,363)             (58,765)
    Payment on loan payable                                                                              -              (20,000)
    Payment on revolving line of credit                                                             (3,155)             (23,839)
    Proceeds from stock options exercised                                                              165                   42
    Minority interest distributions                                                                (20,949)             (20,808)
    Dividends                                                                                       (4,295)              (4,197)
                                                                                             ------------------- -------------------
     Net cash used in financing activities                                                         (32,974)             (29,120)
                                                                                             ------------------- -------------------
     Net decrease in cash and cash equivalents                                                      (1,035)              (1,758)
Cash and cash equivalents, beginning of period                                                       4,129                4,479
                                                                                             ------------------- -------------------
Cash and cash equivalents, ending of period                                                   $      3,094         $      2,721
                                                                                             =================== ===================

Supplemental information:
    Cash paid for interest                                                                    $      4,514         $      3,648
                                                                                             =================== ===================
Supplemental schedule of non-cash investing and financing activities:
    Issuance of common stock upon conversion of O.P units                                     $      1,302         $      1,574
                                                                                             =================== ===================
    Issuance of operating partnership units in connection with joint venture acquisition      $          -         $      1,800
                                                                                             =================== ===================
</TABLE>

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

                                     - 4 -

<PAGE>

                          MISSION WEST PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          (Dollars in thousands, except share, per share, O.P Units and
                          per square footage amounts)
                                   (Unaudited)


     The Company's consolidated financial statements have been prepared pursuant
     to the Securities and Exchange  Commission's ("SEC") rules and regulations.
     The following notes,  which present interim  disclosures as required by the
     SEC, highlight  significant  changes to the notes to the Company's December
     31,  2003  audited  consolidated  financial  statements  and should be read
     together with the financial  statements  and notes thereto  included in the
     Company's  Form 10-K.  The results of operations for the three months ended
     March 31, 2004 are not necessarily indicative of the results to be expected
     for the entire year.

1.   ORGANIZATION AND FORMATION OF THE COMPANY

     Mission  West  Properties,  Inc.  ("the  Company")  is a fully  integrated,
     self-administered  and  self-managed  real estate company that acquires and
     manages R&D/office  properties in the portion of the San Francisco Bay Area
     commonly referred to as Silicon Valley. In July 1998, the Company purchased
     an approximate  12.11% of four existing limited  partnerships  (referred to
     collectively as the "operating partnerships") and obtained control of these
     partnerships  by becoming  the sole general  partner in each one  effective
     July 1, 1998 for financial  accounting and reporting purposes.  The Company
     purchased  an  approximate   12.11%  interest  in  each  of  the  operating
     partnerships.   All  limited   partnership   interests  in  the   operating
     partnerships were converted into 59,479,633 operating  partnership ("O.P.")
     units,  which  represented  a limited  partnership  ownership  interest  of
     approximately   87.89%  of  the  operating   partnerships.   The  operating
     partnerships  are the  vehicles  through  which the Company  holds its real
     estate investments,  makes real estate acquisitions, and generally conducts
     its business.

     On December 30, 1998, the Company was reincorporated  under the laws of the
     State of Maryland  through a merger with and into Mission West  Properties,
     Inc. Accordingly,  shares of the former company, Mission West Properties, a
     California  corporation  (no par),  which were  outstanding at December 30,
     1998,  were  converted  into  shares of common  stock  ($.001 par value per
     share) on a one-for-one basis.

     As of March 31, 2004,  the Company owns a general  partnership  interest of
     17.11%, 21.63%, 15.99% and 12.38% in Mission West Properties, L.P., Mission
     West Properties,  L.P. I, Mission West Properties, L.P. II and Mission West
     Properties,  L.P.  III,  respectively,  for a  17.24%  general  partnership
     interest in the  operating  partnerships,  taken as a whole,  on a weighted
     average basis.

     Through the operating  partnerships,  the Company owns interests in 109 R&D
     properties, all of which are located in Silicon Valley.

     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  months  ended
     March 31, 2004.

     BUSINESS SEGMENT INFORMATION
     The  Company's   primary  business  is  the  ownership  and  management  of
     R&D/office  real  estate  with a  geographic  concentration  in the Silicon
     Valley  of the  San  Francisco  Bay  Area.  Accordingly,  the  Company  has
     concluded it  currently  has a single  reportable  segment for SFAS No. 131
     purposes.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION AND FINANCIAL STATEMENT PRESENTATION
     The accompanying  consolidated financial statements include the accounts of
     Mission West Properties,  Inc. and its controlled  subsidiaries,  including
     the operating partnerships. All significant intercompany balances have been
     eliminated in consolidation.  The consolidated  financial  statements as of
     and for the three months ended March 31, 2004 and 2003 and related footnote
     disclosures  are unaudited.  In the opinion of  management,  such financial
     statements reflect all adjustments necessary for a fair presentation of the
     results  of the  interim  periods.  All  such  adjustments  are of a normal
     recurring nature.

     USE OF ESTIMATES
     The Company  prepares the consolidated  financial  statements in conformity
     with  accounting  principles  generally  accepted  in the United  States of
     America ("GAAP"),  which requires it to make certain  estimates,  judgments
     and  assumptions  that  affect the  reported  amounts  in the  accompanying
     consolidated  financial  statements,  disclosure of  contingent  assets and
     liabilities and related footnotes. Accounting and disclosure decisions with
     respect to material transactions that are subject to significant management
     judgments or estimates  include  impairment of long lived assets,  deferred
     rent  reserves,  and  allocation  of  purchase  price  relating to property
     acquisitions and the related depreciable lives assigned. Actual results may
     differ from these estimates under different assumptions or conditions.

                                     - 5 -
<PAGE>

     MINORITY INTERESTS
     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 March 31, 2004.  Minority
     interest  in net  income  is  calculated  by taking  the net  income of the
     operating   partnerships  (on  a  stand-alone   basis)  multiplied  by  the
     respective minority interest ownership percentage.

     RECLASSIFICATIONS
     Certain  reclassifications  have been made to the previously  reported 2003
     statements in order to conform to the 2004 presentation.

     ACCOUNTING FOR STOCK-BASED COMPENSATION
     SFAS No. 123, "Accounting for Stock-Based  Compensation,"  encourages,  but
     does not require  companies  to record  compensation  cost for  stock-based
     employee  compensation  plans at fair  value.  The  Company  has  chosen to
     continue to account for stock-based  compensation using the intrinsic value
     method  prescribed in Accounting  Principles  Board Opinion ("APB") No. 25,
     "Accounting  for Stock Issued to  Employees"  and related  interpretations.
     Accordingly, compensation cost for stock options is measured as the excess,
     if any, of the quoted  market price of the  Company's  stock at the date of
     the grant over the amount an employee must pay to acquire the stock.

     The  following  table   illustrates  the  unaudited  pro  forma  effect  on
     consolidated net income  available to common  shareholders and consolidated
     earnings  per  share if the fair  value  method  had  been  applied  to all
     outstanding and unvested stock options for the three months ended March 31,
     2004 and 2003.

<TABLE>
<CAPTION>
                                                                 Three Months Ended March 31,
                                                                  2004                 2003
                                                                                  (As Restated)
                                                            ------------------  -------------------
                                                              (dollars in thousands, except per
                                                                         share data)
<S>                                                             <C>                  <C>
         Historical net income to common stockholders            $3,523               $3,989
         Deduct compensation expense for stock options
            determined under fair value based method                (44)                 (59)
         Allocation of expense to minority interest                  36                   49
                                                            ------------------  -------------------
         Pro forma net income to common stockholders             $3,515               $3,979
                                                            ==================  ===================

         Earnings per share - basic:
         Historical net income to common stockholders             $0.20                $0.23
         Pro forma net income to common stockholders              $0.20                $0.23
         Earnings per share - diluted:
         Historical net income to common stockholders             $0.19                $0.23
         Pro forma net income to common stockholders              $0.19                $0.22
</TABLE>

     No stock options were granted during the first three months of 2004.

3.   STOCK TRANSACTIONS

     During the three  months ended March 31,  2004,  stock  options to purchase
     20,000  shares of common  stock were  exercised  at $8.25 per share.  Total
     proceeds to the  Company  were  approximately  $165.  In 2004,  one limited
     partner  exchanged  100,000 O.P.  units for 100,000 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 using the
     treasury stock method.

                                     - 6 -

<PAGE>


     The computation for weighted average shares is detailed below:


<TABLE>
<CAPTION>
                                                                 Three Months Ended March 31,
                                                                  2004                 2003
                                                            ----------------     ----------------
<S>                                                          <C>                 <C>
         Weighted average shares outstanding (basic)          17,969,416          17,637,260
         Incremental shares from assumed option exercise         105,846              57,741
                                                            ----------------     ----------------
         Weighted average shares outstanding (diluted)        18,075,262          17,695,001
                                                            ================     ================
</TABLE>

     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  calculation  after adding
     the  minority  interests'  share of income  back to net  income.  The total
     number of O.P. units  outstanding at March 31, 2004 and 2003 was 86,467,195
     and 86,498,064, respectively.

5.   RELATED PARTY TRANSACTIONS

     As of March 31, 2004, the Berg Group owned  77,635,528 O.P. units. The Berg
     Group's ownership as of March 31, 2004 represented approximately 74% of the
     equity  interests,   assuming  conversion  of  the  86,467,195  O.P.  units
     outstanding into the Company's common stock.

     The Berg Group  $20,000 line of credit bears  interest at LIBOR plus 1.30%,
     which  was 2.46% as of March 31,  2004,  and  matures  in March  2005.  The
     Company  believes  that the terms of the Berg Group line of credit are more
     favorable than those  available from  commercial  lenders.  As of March 31,
     2004, debt in the amount of $2,957 was due the Berg Group under the line of
     credit,  and debt in the amount of $10,679  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
     June 2010 with principal payments amortized over 20 years. Interest expense
     incurred in connection with the Berg Group line of credit and mortgage note
     was $252 and $293 for the  three  months  ended  March  31,  2004 and 2003,
     respectively.

     During the first three  months of March 31, 2004 and 2003,  Carl E. Berg or
     entities  controlled  by Mr.  Berg  have  financial  interests  in  several
     companies that lease space from the operating  partnerships,  which include
     three companies  where Mr. Berg has a greater than 10% ownership  interest.
     These  related  tenants  occupy   approximately   48,000  square  feet  and
     contributed  $217 and $239 in rental  revenue during the first three months
     of 2004 and 2003,  respectively.  Under the Company's  charter,  bylaws and
     agreements  with the Berg Group,  the individual  members of the Berg Group
     are prohibited from acquiring  shares of the Company's common stock if such
     acquisition  would result in their beneficial  ownership  percentage of the
     Company's  common  stock  causing  it to  violate  any  REIT  qualification
     requirement.

     The Berg Group has an  approximately  $2.5 million  commitment  to complete
     certain  tenant   improvements   in  connection  with  the  Company's  2002
     acquisition of 5345 Hellyer  Avenue in San Jose. The Company  recorded this
     portion of its  purchase  consideration  paid to the Berg Group as an Other
     Asset on its Consolidated  Balance Sheets.  The Berg Group plans to satisfy
     this commitment to complete certain tenant  improvements  when requested by
     the Company following the approval of the Independent Directors Committee.

     The Berg Group has an approximately  $7.5 million commitment to complete an
     approximately  75,000 to 90,000 square foot building in connection with the
     Company's 2001  acquisition of 245 Caspian in Sunnyvale  which is comprised
     of approximately  three acres of unimproved land. The Company recorded this
     portion of its  purchase  consideration  paid to the Berg Group as an Other
     Asset on its Consolidated  Balance Sheets.  The Berg Group plans to satisfy
     this  commitment  to  construct a building  when  requested  by the Company
     following the approval of the Independent Directors Committee.

     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
     each of the three-month periods ended March 31, 2004 and 2003.

     In January 2003, the Company  acquired a 50% interest in an  unconsolidated
     joint  venture  from the Berg  Group  under the Berg Land  Holdings  Option
     Agreement  for $1,800.  The Company  financed this  acquisition  by issuing
     181,032 O.P. units to various members of the Berg Group.

6.   COMMITMENTS AND CONTINGENCIES

     Neither the  operating  partnerships,  the  properties  nor the Company are
     subject to any material litigation nor, to the Company's knowledge,  is any
     material  litigation  threatened  against the operating  partnerships,  the
     properties  or the  Company.  From time to time,  the Company is engaged in
     legal proceedings  arising in the ordinary course of business.  The Company
     does not expect any of such  proceedings to have a material  adverse effect
     on its cash  flows,  financial  condition  or  results of  operations.  The
     Company is currently  involved in or has recently  concluded  the following
     legal  proceedings,  which it believes  the  ultimate  outcome will have no
     material adverse effect on its consolidated financial statements.

                                     - 7 -
<PAGE>

     Republic Properties  Corporation  ("RPC") v. Mission West Properties,  L.P.
     ("MWP"),  in the Circuit  Court of  Maryland  for  Baltimore  City Case No.
     24-C-00-005675.  RPC is a former partner with Mission West Properties, L.P.
     in the Hellyer Avenue Limited Partnership ("Hellyer LP"). In April 2004 the
     Circuit Court for Baltimore City,  Maryland issued a Memorandum  Opinion in
     the case and awarded damages of  approximately  $934 to the RPC plaintiffs,
     which must be paid by the Company or MWP.  The court denied all requests by
     MWP,  including a  declaration  that all of RPC's  interests in Heller L.P.
     were validly converted to limited partnership  interests and transferred to
     MWP or its  designee  in  accordance  with the  terms of the  Hellyer  L.P.
     partnership  agreement.   The  court  also  denied  RPC's  request  for  an
     injunction  ordering the  reinstatement of RPC's  partnership  interests in
     Hellyer L.P. The Company has appealed the decision to the Maryland  Appeals
     Court. Under the pre-appeal hearing procedures,  the Maryland Appeals Court
     requires a  mediation  hearing  before the  parties  can appear  before the
     Appeals  Court.  No date has been set for such a hearing.  The Company does
     not believe that any further court  decisions in this case,  for or against
     it and MWP,  will  have a  material  adverse  effect on its  business.  The
     Company  has a  receivable  from a Berg Group  affiliate  for the amount of
     distributions it received as the successor to RPC's interest in the Hellyer
     LP which  exceeds the amount of the damages  awarded to the RPC parties and
     would be used to pay for those  damages  in the event the  decision  of the
     Circuit  Court is upheld  ultimately.  Furthermore,  the  Company has never
     accounted  for the 50% interest of RPC as its asset and if RPC is deemed to
     have  retained that interest or  reacquires  that  interest,  the Company's
     balance sheet and financial  condition  would not be impacted.  In February
     2001,  the Company filed a suit against RPC in Superior  Court of the State
     of  California  for the County of Santa Clara Case No. CV 796249  which has
     been stayed  pending  resolution of the Maryland  case.  In July 2004,  RPC
     attached the Company's bank account for approximately  $1,100.  Following a
     July 2004  hearing in  Superior  Court of the State of  California  for the
     County of Santa  Clara,  the parties  agreed  that the Company  will post a
     $1,500  bond and RPC will  remove  the  attachment  of the  Company's  bank
     account until final resolution of the appeal in Maryland.

     In January 2004, the Global Crossing Estate Representative,  for Itself and
     the Liquidating Trustee of the Global Crossing Liquidating Trust v. Mission
     West Properties filed an action in United States  Bankruptcy Court Southern
     District of New York Case No.  02-40188  (REG)  asserting  that payments of
     approximately  $815 made in the ordinary  course of business within 90 days
     of the Global  Crossing  bankruptcy  filing were preference  payments.  The
     Company has engaged legal counsel to defend itself in this claim and intend
     to vigorously contest the matter.

     In December 2003, Craig R. Jalbert  Liquidating CEO, as  representative  of
     the  Estate  of the  Consolidated  Debtors  for ACT  Manufacturing,  Inc v.
     Mission West Properties,  L.P. filed an action in United States  Bankruptcy
     Court District of  Massachusetts  Case No.  01-47641  (JBR)  asserting that
     payments  of  approximately  $482 made in the  ordinary  course of business
     within 90 days of the ACT bankruptcy filing were preference  payments.  The
     Company has engaged legal counsel to defend itself in this claim and intend
     to vigorously contest the matter.

     GUARANTEES
     Under its certificate of incorporation  and bylaws,  the Company has agreed
     to indemnify its officers and directors for certain  events or  occurrences
     arising as a result of the officer or director's  serving in such capacity.
     The  maximum  potential  amount of future  payments  the  Company  could be
     required to make under these indemnification  agreements is unlimited.  The
     Company  believes  the  estimated  fair  value  of  these   indemnification
     agreements is minimal and has no liabilities  recorded for these agreements
     as of March 31, 2004.

     The  Company  also  enters into  indemnification  provisions  under (i) its
     agreements  with  other  companies  in its  ordinary  course  of  business,
     typically with lenders, joint venture partners,  contractors,  and tenants.
     Under these provisions the Company generally indemnifies and holds harmless
     the  indemnified  party for losses  suffered or incurred by the indemnified
     party  as a  result  of the  Company's  activities.  These  indemnification
     provisions generally survive termination of the underlying  agreement.  The
     maximum  potential  amount of future payments the Company could be required
     to make under these  indemnification  provisions is unlimited.  The Company
     has not incurred material costs to defend lawsuits or settle claims related
     to these indemnification  agreements. As a result, the Company believes the
     estimated  fair value of these  agreements  is  minimal.  Accordingly,  the
     Company has no  liabilities  recorded for these  agreements as of March 31,
     2004.

     SEISMIC ACTIVITY
     The Company's  properties  are located in an active seismic area of Silicon
     Valley. Insurance policies currently maintained by the Company do not cover
     seismic  activity,  although  they do  cover  losses  from  fires  after an
     earthquake.

     ENVIRONMENTAL ISSUES
     The environmental  investigations that have been conducted on the Company's
     properties have not revealed any  environmental  liability that it believes
     would have a material adverse effect on its financial condition, results of
     operations  and  assets,  and  it is  not  aware  of  any  such  liability.
     Nonetheless,   it  is  possible  that  there  are  material   environmental
     liabilities of which the Company is unaware. The Company cannot assure that
     future  laws,  ordinances,  or  regulations  will not impose  any  material
     environmental liability, or that the current environmental condition of the
     properties has not been, or will not be,  affected by tenants and occupants
     of the  properties,  by the  condition of properties in the vicinity of the
     properties, or by third parties unrelated to the Company.

                                     - 8 -

<PAGE>


7.   RESTATEMENTS

     The Company has restated its previously reported quarterly  information for
     the quarter  ended March 31,  2003.  The  restated  consolidated  financial
     statements  were reported and are further  discussed in the Company's  2003
     Form 10-K filed on July 30, 2004.  The items that the Company  restated for
     are as follows:

     -    The  Company  recorded  additional  amortization  expense  relating to
          certain leasing  commissions,  which were  originally  being amortized
          over a 40-year period.  The additional  amortization  expense resulted
          from changing the amortization  period of commissions from 40 years to
          the term of the lease and the write-off of certain unamortized leasing
          commissions in connection with tenant bankruptcies.
     -    The Company corrected the purchase  accounting  originally  applied to
          its 2002 acquisition of the  Orchard-Trimble  property.  In accordance
          with  Statement  of  Financial  Accounting  Standards  (SFAS) No. 141,
          Business  Combinations,  which  became  effective  July 1,  2001,  the
          Company  allocated a portion of the purchase  price to in-place  lease
          intangible assets and recorded  additional  amortization  expense from
          changing the amortization  period of these  intangible  assets from 40
          years to the term of the lease.
     -    The Company recorded additional  depreciation  expense relating to the
          reclassification   of  certain  real  estate  assets  from  a  40-year
          depreciable life to a 7- and 25-year depreciable life.

     The  aggregate  net  impact  of all  restatement  items  on  the  Company's
     Consolidated  Statements of Operations for the three months ended March 31,
     2003 resulted in a decrease in net income to common  stockholders  compared
     to previously reported amounts of $45 ($0.00 per diluted share).

     The effects of the  restatement  items described above on the Company's net
     income to common stockholders for the three months ended March 31, 2003 are
     as follows:


<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                               March 31, 2003
                                                           ----------------------
                                                            (dollars in thousands)
<S>                                                             <C>
Net income to common stockholders, as previously reported        $4,034
Impact of adjustments for:
     Leasing commission amortization                               (128)
     Intangible asset amortization                                 (137)
     Depreciation of real estate assets                              (9)
                                                           ----------------------
Total adjustments                                                  (274)
                                                           ----------------------

Minority interest portion of adjustments                             229

                                                           ----------------------
Net income to common stockholders, as restated                    $3,989
                                                           ======================
</TABLE>

8.   SUBSEQUENT EVENTS

     On April 8, 2004,  the Company paid  dividends of $0.24 per share of common
     stock to all common  stockholders  of record as of March 31,  2004.  On the
     same date, the operating partnerships paid a distribution of $0.24 per O.P.
     unit to all holders of O.P. units.

     In April  2004,  the Company  settled  litigation  with a former  tenant in
     connection with their breach of lease for the sum of $1,100,  which will be
     recorded in other income in the second quarter of 2004.

     On May 10, 2004, the audit committee appointed BDO Seidman,  LLP ("BDO") as
     the  Company's  new  independent   registered  accounting  firm.  Upon  the
     appointment  of BDO,  the  American  Stock  Exchange  ("AMEX")  granted the
     Company an  extension  to comply with their  listing  standards.  To become
     compliant with the AMEX continued listing standards,  the Company must file
     its quarterly reports on Form 10-Q for the first and second quarter of 2004
     as soon as practicable  following the July 30, 2004 filing of its Form 10-K
     for 2003, but no later than August 16, 2004.

     In  April  and  May  2004,  the  Company  entered  into  lease  termination
     agreements with two different  tenants who have leases expiring in 2004 for
     the sum total of $2,609,  which  will be  recorded  in other  income in the
     second quarter of 2004.

     In April 2004,  an $80,000 loan with  Citicorp  USA,  Inc. was scheduled to
     mature. Citicorp USA, Inc. has granted an extension until September 6, 2004
     pending the  completion of the Company's  Form 10-K filing for 2003,  which
     was filed on July 30, 2004. The Company is in the process of  renegotiating
     the terms and extending the $80,000 loan for an additional two-year period.
     The  Company  does not  believe  that the terms of the  extended  loan will
     differ materially from its current terms.

     On June 16, 2004, the Company declared  dividends of $0.24 per common share
     payable  on July 8, 2004 to all common  stockholders  of record on June 30,
     2004.  On July 8, 2004,  the Company  paid  dividends of $0.24 per share of
     common stock to

                                     - 9 -
<PAGE>

     all common  stockholders  of record as of June 30, 2004.  On the same date,
     the operating  partnerships  paid a distribution  of $0.24 per O.P. unit to
     all holders of O.P. units.

     In July 2004,  a $40,000  loan with  Cupertino  National  Bank  ("CNB") was
     scheduled to mature.  CNB has granted an extension  until September 2, 2004
     pending the  completion of the Company's  Form 10-K filing for 2003,  which
     was filed on July 30, 2004. The Company is in the process of  renegotiating
     the terms and extending the $40,000 loan for an additional two-year period.
     The  Company  does not  believe  that the terms of the  extended  loan will
     differ materially from its current terms.

                                     - 10 -
<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 our  consolidated
financial  statements  and notes thereto  contained in our Annual Report on Form
10-K as of and for the year ended  December 31, 2003.  The results for the three
months ended March 31, 2004 are not necessarily  indicative of the results to be
expected for the entire  fiscal year ending  December 31,  2004.  The  following
discussion includes  forward-looking  statements,  including but not limited to,
statements with respect to our 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 under
the sub-heading, "Forward-Looking Information."

FORWARD-LOOKING INFORMATION

This quarterly report contains forward-looking  statements within the meaning of
the federal  securities  laws. We intend 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.  Our 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 our operations and future
prospects include, but are not limited to, the following:

-    economic conditions generally and the real estate market specifically,
-    legislative or regulatory  provisions  (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 our
     current and proposed market areas,
-    tenant defaults and bankruptcies,
-    lease term expirations and renewals, and
-    general accounting principles, policies and guidelines applicable to REITs.

In addition, the actual timing of development,  construction, and leasing on any
projects  that we  believe  we may  acquire  in the  future  under the Berg Land
Holdings  Option  Agreement is  presently  unknown,  and reliance  should not be
placed  on  the   estimates   concerning   these   projects.   These  risks  and
uncertainties,  together with the other risks described from time to time in our
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.

OVERVIEW

We acquire,  market, lease, and manage R&D/office properties,  primarily located
in the Silicon  Valley  portion of the San  Francisco  Bay Area. As of March 31,
2004, we owned and managed 109  properties  totaling  approximately  7.9 million
rentable   square  feet  through  four   limited   partnerships,   or  operating
partnerships,  for which we are 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. We believe
that we have one of the  largest  portfolios  of  R&D/office  properties  in the
Silicon Valley.  As of March 31, 2004, the six tenants who each leased in excess
of 300,000  rentable  square feet from us were  Microsoft  Corporation,  Fujitsu
America (a  subsidiary  of  Fujitsu  Limited),  JDS  Uniphase  Corporation,  NEC
Electronics America, Inc. (a subsidiary of NEC Electronics  Corporation),  Ciena
Corporation  and Apple Computer,  Inc. For federal income tax purposes,  we have
operated as a self-managed,  self-administered  and fully integrated real estate
investment trust ("REIT") since fiscal 1999.

Our  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/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/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

                                     - 11 -
<PAGE>
-    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.

CURRENT ECONOMIC ENVIRONMENT

All of our  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  have slowed
markedly since 2001 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  22.5% in late 2003 to
23.4% at the end of the  first  quarter  2004 and 23% at June  30,  2004.  Total
vacant R&D square  footage in Silicon  Valley at the end of the first quarter of
2004 amounted to 36 million square feet, of which 31.7%,  or 11.4 million square
feet, was being offered under subleases. Total negative net absorption (which is
the  computation  of gross square  footage  leased less gross new square footage
vacated  for the period  presented)  in 2003  amounted  to  approximately  (3.0)
million  square  feet.  During the first three  months of 2004,  there was total
negative net absorption of  approximately  (1.3) million square feet. The impact
of the rental market 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 by  submarket  and
location within each submarket.

Our  physical  occupancy  rate at June 30, 2004 and March 31, 2004 was 71.6% and
75.3%,  respectively,  which is a significant decline from the occupancy rate of
83.2% at March 31,  2003.  We believe  that our  physical  occupancy  rate could
decline  further going forward if key tenants seek the  protection of bankruptcy
laws, consolidate operations or discontinue operations. In addition, leases with
respect to approximately  763,000 rentable square feet are expiring prior to the
end of 2004. The properties subject to these leases may take anywhere from 12 to
18 months or longer to re-lease. We believe that the average 2004 renewal rental
rates for our  properties  will be  approximately  equal to, or  perhaps,  below
current  rents.  If we are unable to lease a  significant  portion of any vacant
space or space subject to expiring leases; if we experience  significant  tenant
defaults as a result of the current economic downturn;  or if we are not able to
lease space at or above current market rates, our results of operations and cash
flows will be  adversely  affected.  Our  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"  above and in the
section entitled "Risk Factors" in our most recent annual report on Form 10-K.

IMPACT OF RESTATEMENTS

We have restated our previously  reported quarterly  information for the quarter
ended March 31,  2003.  The  restated  consolidated  financial  statements  were
reported and are further discussed in our 2003 Form 10-K filed on July 30, 2004.
The items that we restated for are as follows:

-    We recorded  additional  amortization  expense  relating to certain leasing
     commissions,  which were originally  being amortized over a 40-year period.
     The additional amortization expense resulted from changing the amortization
     period  of  commissions  from 40  years to the  term of the  lease  and the
     write-off of certain  unamortized  leasing  commissions in connection  with
     tenant bankruptcies.
-    We  corrected  the  purchase  accounting  originally  applied  to our  2002
     acquisition of the Orchard-Trimble  property.  In accordance with Statement
     of Financial  Accounting  Standards (SFAS) No. 141, Business  Combinations,
     which became effective July 1, 2001, we allocated a portion of the purchase
     price  to  in-place  lease  intangible   assets  and  recorded   additional
     amortization  expense  from  changing  the  amortization  period  of  these
     intangible assets from 40 years to the term of the lease.
-    We   recorded   additional    depreciation    expense   relating   to   the
     reclassification  of certain real estate assets from a 40-year  depreciable
     life to a 7- and 25-year depreciable life.

The aggregate net impact of all restatement items on our Consolidated Statements
of  Operations  for the three months ended March 31, 2003 resulted in a decrease
in net income to common stockholders  compared to previously reported amounts of
$45,000 ($0.00 per diluted share).

The effects of the restatement items described above on our net income to common
stockholders for the three months ended March 31, 2003 are as follows:

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                             March 31, 2003
                                                           ------------------
                                                         (dollars inthousands)
<S>                                                            <C>
Net income to common stockholders, as previously reported       $4,034
Impact ofadjustments for:
     Leasing commission amortization                              (128)
     Intangible asset amortization                                (137)
     Depreciation of real estate assets                             (9)
                                                           ------------------
Total adjustments                                                 (274)
                                                           ------------------

Minority interest portion of adjustments                            229

                                                           ------------------
Net income to common stockholders, as restated                   $3,989
                                                           ==================
</TABLE>

                                     - 12 -
<PAGE>

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We prepare the consolidated  financial  statements in conformity with accounting
principles  generally  accepted in the United States of America ("GAAP"),  which
requires us to make certain estimates, judgments and assumptions that affect the
reported  amounts  in  the  accompanying   consolidated   financial  statements,
disclosure  of  contingent   assets  and  liabilities  and  related   footnotes.
Accounting and disclosure  decisions with respect to material  transactions that
are subject to significant  management judgments or estimates include impairment
of long lived assets,  deferred rent reserves,  and allocation of purchase price
relating to property  acquisitions and the related  depreciable  lives assigned.
Actual results may differ from these estimates  under  different  assumptions or
conditions.

Critical  accounting  policies are defined as those that require  management  to
make  estimates,   judgments  and  assumptions,   giving  due  consideration  to
materiality,  in certain  circumstances  that  affect  amounts  reported  in the
consolidated   financial  statements,   and  potentially  result  in  materially
different  results under different  conditions and assumptions.  We believe that
the following best describe our critical accounting policies:

BUSINESS  COMBINATIONS.  Statement of  financial  Accounting  Standards  No. 141
("SFAS No.  141"),  Business  Combinations,  was  effective  July 1,  2001.  The
acquisition costs of each property acquired prior to July 1, 2001were  allocated
only to building,  land and leasing commissions with building depreciation being
computed  based on an estimated  weighted  average  composite  useful life of 40
years and leasing  commissions  amortization being computed over the term of the
lease.  Acquisitions of properties made subsequent to the effective date of SFAS
No. 141 are based on an allocation of the  acquisition  cost to land,  building,
tenant  improvements,  and  intangibles  for at market and above market in place
leases,  and the determination of their useful lives are guided by a combination
SFAS No. 141 and management's  estimates.  If we do not  appropriately  allocate
these  components  or  we  incorrectly   estimate  the  useful  lives  of  these
components,  our computation of depreciation  and  amortization  expense may not
appropriately  reflect the actual  impact of these  costs over  future  periods,
which will affect net income.

IMPAIRMENT OF  LONG-LIVED  ASSETS.  We review real estate assets for  impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be  recoverable  in  accordance  with  Statement  of  Financial
Accounting Standards No. 144 ("SFAS No. 144"), Accounting for the Impairment and
Disposal of Long-Lived  Assets.  If the carrying amount of the asset exceeds its
estimated  undiscounted  net cash flow,  before  interest,  we will recognize an
impairment  loss equal to the  difference  between its  carrying  amount and its
estimated fair value. If impairment is recognized,  the reduced  carrying amount
of the asset will be accounted for as its new cost. For a depreciable asset, the
new cost will be depreciated over the asset's remaining useful life.  Generally,
fair values are estimated using discounted cash flow, replacement cost or market
comparison analyses. The process of evaluating for impairment requires estimates
as to future events and conditions, which are subject to varying market factors,
such as the vacancy  rates,  future  rental  rates and  operating  costs for R&D
facilities in the Silicon Valley area and related submarkets.  Therefore,  it is
reasonably  possible that a change in estimate  resulting  from  judgments as to
future  events  could  occur  which  would  affect the  recorded  amounts of the
property. To date we have not recognized an impairment of any long-lived assets.

ALLOWANCE  FOR DOUBTFUL  ACCOUNTS  AND DEFERRED  RENT.  The  preparation  of the
consolidated financial statements requires us to make estimates and assumptions.
As  such,  we  must  make  estimates  of the  uncollectability  of our  accounts
receivable based on the evaluation of our tenants' financial position,  analyses
of accounts receivable and current economic trends. We also make estimates for a
straight-line  adjustment  reserve for existing  tenants  with the  potential of
early termination,  bankruptcy or ceasing operations. Our estimates are based on
our  review  of  tenants'  payment  histories,   publicly  available   financial
information and such additional  information about their financial  condition as
tenants  provide  to us.  The  information  available  to us  might  lead  us to
overstate or understate these reserve amounts. The use of different estimates or
assumptions could produce different results. Moreover, actual future collections
of accounts  receivable or reductions  in future  reported  rental income due to
tenant  bankruptcies or other business failures could differ materially from our
estimates.

CONSOLIDATED  JOINT VENTURES.  We, through an operating  partnership,  own three
properties that are in joint ventures of which we have interests.  We manage and
operate all three  properties.  The  recognition  of these  properties and their
operating results are 100% reflected on our consolidated  financial  statements,
with appropriate  allocation to minority  interest,  because we have operational
and financial  control of the  investments.  We make  judgments and  assumptions
about the estimated monthly payments made to our minority interest joint venture
partners,  which are reported with our periodic  results of  operations.  Actual
results  may  differ  from  these  estimates  under  different   assumptions  or
conditions.

INVESTMENT  IN   UNCONSOLIDATED   JOINT   VENTURE.   We,  through  an  operating
partnership,  have a 50%  non-controlling  limited  partnership  interest in one
unconsolidated joint venture. This investment is not consolidated because the we
do  not  exercise   significant  control  over  major  operating  and  financial
decisions.  We  account  for the  joint  venture  using  the  equity  method  of
accounting.

FAIR VALUE OF FINANCIAL INSTRUMENTS.  Our financial instruments include cash and
cash equivalents,  accounts receivable, accounts payable, and debt. Considerable
judgment is required in  interpreting  market data to develop  estimates of fair
value.  These estimates  presented herein are not necessarily  indicative of the
amounts that we could realize in a current market exchange. The use of different
market assumptions and/or estimation methodologies may have a material effect on
the  estimated  fair  value  amounts.   Cash  and  cash  equivalents,   accounts
receivable,  and accounts payable are carried at amounts that approximate  their
fair values due to their  short-term

                                     - 13 -
<PAGE>


maturities.  The carrying  amounts of our variable  rate debt  approximate  fair
value since the interest  rates on these  instruments  are  equivalent  to rates
currently  offered to us. For fixed rate debt,  we estimate  fair value by using
discounted  cash flow  analyses  based on borrowing  rates for similar  kinds of
borrowing arrangements.  The fair value of our fixed rate debt at March 31, 2004
was approximately $247 million.

REVENUE RECOGNITION. Rental revenue is recognized on the straight-line method of
accounting  required by GAAP under which  contractual rent payment increases are
recognized evenly over the lease term,  regardless of when the rent payments are
received by us. The difference  between recognized rental income and rental cash
receipts is recorded as Deferred  Rent  Receivable on the  consolidated  balance
sheets.

Certain lease  agreements  contain terms that provide for additional rents based
on reimbursement  of certain costs.  These additional rents are reflected on the
accrual basis.

Rental revenue is affected if existing tenants  terminate or amend their leases.
We try to  identify  tenants  who may be likely to declare  bankruptcy  or cease
operations.  By anticipating these events in advance, we expect to take steps to
minimize  their  impact on our  reported  results of  operations  through  lease
renegotiations,  reserves against deferred rent, and other appropriate measures.
Our judgments and estimations  about tenants' capacity to continue to meet their
lease   obligations  will  affect  the  rental  revenue   recognized.   Material
differences  may result in the amount and timing of our rental  revenue  for any
period if we made different judgments or estimations.

Lease  termination  fees are  included in other  income.  These fees are paid by
tenants  who want to  terminate  their lease  obligations  before the end of the
contractual term of the lease.  There is no way of predicting or forecasting the
timing or amounts of future lease termination fees.

We recognize income from rent, tenant  reimbursements and lease termination fees
and other income once all of the following  criteria are met in accordance  with
SEC Staff Accounting Bulletin 104:

-    the agreement has been fully executed and delivered;
-    services have been rendered;
-    the amount is fixed and determinable; and
-    collectability is reasonably assured.

                                     - 14 -
<PAGE>


RESULTS OF OPERATIONS

COMPARISON  OF THE THREE  MONTHS  ENDED MARCH 31, 2004 TO THE THREE MONTHS ENDED
MARCH 31, 2003

As of March  31,  2004,  through  our  controlling  interests  in the  operating
partnerships,  we  owned  109  properties  totaling  approximately  7.9  million
rentable  square feet  compared to 101  properties  totaling  approximately  7.2
million rentable square feet owned by us as of March 31, 2003. This represents a
net increase of  approximately  10% in total rentable square  footage,  which is
primarily  attributable to our acquisition of seven  properties at the San Tomas
Technology Park in Santa Clara,  California  consisting of approximately 625,000
net rentable  square feet in April 2003 and one property  from the Berg Group in
San Jose, California consisting of approximately 129,000 rentable square feet in
December 2003.

Rental  revenue  from real  estate for the three  months  ended  March 31,  2004
compared to the three-month period in 2003 is as follows:

<TABLE>
<CAPTION>
                              Three Months Ended March 31,
                                                                                      % Change by         % of Total Net
                                2004               2003             $ Change         Property Group           Change
                            --------------     --------------     --------------     ---------------     -----------------
                                          (Dollars in thousands)
<S>                           <C>                <C>              <C>                   <C>                  <C>
   Same Property (1)           $28,658            $31,431          ($2,773)              (8.8%)               (8.8%)
   2003 Acquisitions (2)         2,918                  -            2,918                100%                 9.3%
                            --------------     --------------     --------------                         -----------------
                               $31,576            $31,431           $  145                0.5%                 0.5%
                            ==============     ==============     ==============                         =================
</TABLE>

(1)  "Same Property" is defined as properties  owned by us prior to 2003 that we
     still owned as of March 31, 2004.
(2)  Operating rental revenue for 2003  Acquisitions  does not reflect a full 12
     months of  operations  in 2003 because  these  properties  were acquired at
     various times during 2003. 2003 acquisition  amount includes  approximately
     $0.5 million of above market rent amortization  against rental revenue from
     real estate in connection with the implementation of SFAS No. 141.

RENTAL REVENUE FROM REAL ESTATE
For the quarter ended March 31, 2004,  rental revenue from real estate increased
by approximately $0.15 million, or 0.5%, from $31.4 million for the three months
ended  March 31,  2003 to $31.6  million  for the same  period of 2004.  The net
increase  resulted  from a decline  of  ($2.8)  million  in our "Same  Property"
portfolio and an increase of $2.9 million from properties  acquired in 2003. The
overall  increase  in  rental  revenue  was  mainly  a result  of the San  Tomas
Technology  Park  acquisition in April 2003, net of tenants who moved out during
the quarter.  The decline in rents from the "Same Property"  portfolio  resulted
from  property  vacancies.  Our  physical  occupancy  rate at March 31, 2004 was
approximately 75%, compared to approximately 83% at March 31, 2003.

EQUITY IN EARNINGS FROM UNCONSOLIDATED JOINT VENTURE
As of March 31, 2004, we had investments in four R&D buildings, totaling 593,000
rentable square feet, through an unconsolidated joint venture, TBI-MSW, which we
acquired a 50%  interest in January 2003 from the Berg Group under the Berg Land
Holdings  Option  Agreement.  We  have  a  non-controlling  limited  partnership
interest in this joint venture,  which we account for using the equity method of
accounting.  For the three months ended March 31,  2004,  we recorded  equity in
earnings from the  unconsolidated  joint venture of  approximately  $0.6 million
compared to $0.7 million for the same period in 2003.

OTHER INCOME
Other income decreased to approximately  $0.4 million for the three months ended
March 31, 2004 from $0.7 million for the first quarter of 2003.  Utility rebates
received in the first quarter of 2003 represented most of the difference.  There
were no rebates in the first quarter of 2004.

EXPENSES
Property  operating  expenses and real estate taxes during the first  quarter of
2004 increased by  approximately  $0.8 million,  or 17.0%,  from $4.7 million to
$5.5 million for the three  months ended March 31, 2003 and 2004,  respectively,
due to additional  expenses  associated  with the  acquisition  of the San Tomas
Technology Park in April 2003. Tenant reimbursements  decreased by approximately
($0.4) million,  or 8.7%, from $4.6 million for the three months ended March 31,
2003 to $4.2 million for the three months ended March 31, 2004.  The decrease in
tenant  reimbursements  was due to lower  occupancy.  Certain  expenses  such as
property  insurance,  real  estate  taxes,  and  other  fixed  expenses  are not
recoverable from vacant  properties.  At March 31, 2004, our physical  occupancy
rate was 75%  compared  to 83% at March 31,  2003.  General  and  administrative
expenses remained  relatively stable for the current period compared to the same
period one year ago.

Depreciation and amortization  expense of real estate increased by approximately
$0.8  million from $4.7 million to $5.5 million for the three months ended March
31,  2003 and  2004,  respectively,  reflecting  the  newly  acquired  San Tomas
Technology  Park. Of the $0.8 million  increase in depreciation and amortization
expense of real  estate,  approximately  $0.6 million  represented  amortization
expense  for   in-place   leases   resulting   from  the   acquisition   of  the
Orchard-Trimble  property and the San Tomas Technology Park. The $4.7 million of
such expense for the first quarter of 2003 includes  $0.15 million that resulted
from the reclassification of assets and resulting  restatement described in Note
7 of Notes to Consolidated Financial Statements in Part I, Item 1, above.

Interest expense  increased by approximately  $1.0 million,  or 29.4%, from $3.4
million for the three  months ended March 31, 2003 to $4.4 million for the three
months ended March 31,  2004.  The increase in interest  expense  resulted  from
additional debt obtained by us,

                                     - 15 -
<PAGE>

consisting  of a new $100 million  mortgage loan from  Northwestern  Mutual Life
Insurance  Company obtained in early January 2003 and a new $80 million mortgage
loan from  Citicorp  USA, Inc.  obtained in early April 2003.  Interest  expense
(related  parties)  decreased by  approximately  $41,000,  or 14.0%.  Total debt
outstanding,  including amounts due related parties,  increased by approximately
$98.4  million,  or 41.9%,  from  $234.6  million as of March 31, 2003 to $333.0
million as of March 31, 2004.  Overall interest expense,  including amounts paid
to  related  parties,  for  the  quarter  ended  March  31,  2004  increased  by
approximately $0.9 million compared to the same quarter a year ago.

Interest expense for the three-month period in 2004 increased as a result of new
debt.  In addition to the higher  amount of debt,  the new debt carries a higher
interest  rate  than the Berg  Group  line of credit  which it mainly  replaced.
Management  expects  additional  increases  in  interest  expense as new debt is
incurred in  connection  with  property  acquisitions,  we draw on the Cupertino
National  Bank  revolving  line of credit,  and we seek  alternative  sources of
credit.

NET INCOME TO COMMON STOCKHOLDERS AND NET INCOME TO MINORITY INTEREST
Minority  interest in net income 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.

Net income to common stockholders  decreased by approximately ($0.5) million, or
12.5%,  from $4.0  million  for the three  months  ended  March 31, 2003 to $3.5
million for the same period in 2004. The decline in net income was primarily due
to reduced rental  revenue and  un-reimbursable  operating  expenses from vacant
properties.  The minority  interest portion of income decreased by approximately
($2.7) million,  or 13.5%, from $20 million for the three months ended March 31,
2003 to $17.3  million  for the three  months  ended  March 31,  2004.  Minority
interest  represents  the  ownership  interest  of all  limited  partners in the
operating partnerships taken as a whole, which was approximately 83% as of March
31, 2004 and 2003.

CHANGES IN FINANCIAL CONDITION

At March 31, 2004, total  stockholders'  equity, net, increased by approximately
$0.7 million from December 31, 2003 as we obtained additional capital from stock
option  exercises and the exchange of O.P.  units for shares of our common stock
while  incurring a deficit of  approximately  ($0.8)  million  due to  dividends
declared in excess of net income for the period.  During the three  months ended
March 31, 2004,  stock  options to purchase  20,000  shares of common stock were
exercised at $8.25 per share.  Total proceeds were  approximately  $0.2 million.
During the first three months of 2004,  one limited  partner  exchanged  100,000
O.P.  units for 100,000  shares of our common  stock under the  Exchange  Rights
Agreement among us and the limited partners in the operating  partnerships.  The
newly issued shares increased  additional paid in capital by approximately  $1.5
million.

LIQUIDITY AND CAPITAL RESOURCES

We expect our principal  source of liquidity for  distributions  to stockholders
and O.P. unit holders,  debt service,  leasing commissions and recurring capital
expenditures  to come from cash  provided by  operations  and/or the  borrowings
under the lines of credit with the Berg Group and  Cupertino  National  Bank. We
expect these sources of liquidity to be adequate to meet projected distributions
to stockholders and other presently anticipated liquidity  requirements in 2004.
We  expect to meet our  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 us. We have the ability to meet
short-term  obligations or other  liquidity  needs based on lines of credit with
the Berg Group and Cupertino National Bank, assuming renewal of our existing $40
million line of credit  which  expires in  September  2004.  Despite the current
weakness in the  economy,  we expect our total  interest  expense to increase as
interest rates rise and as we incur debt through  acquisitions of new properties
and financing activities. In the remainder of 2004, we will be obligated to make
payments  totaling  approximately  $105 million of debt principal under mortgage
notes without  regard to any debt  refinancing or new debt  obligations  that we
might incur,  or optional  payments of debt  principal.  We anticipate  renewing
these  obligations,  primarily to Cupertino  National  Bank and Citicorp USA, as
described below. If we are not able to extend our loans from Cupertino  National
Bank and Citicorp,  however,  we will be required to finance these loan payments
through  other  sources  that may not be readily  available  to us on  favorable
terms.  Our  operating  results  and  financial   condition  could  be  affected
adversely, as a result.

DISTRIBUTIONS
On April 8, 2004,  we paid  dividends  of $0.24 per share of common stock to all
common  stockholders  of record  as of March 31,  2004.  On the same  date,  the
operating partnerships paid a distribution of $0.24 per O.P. unit to all holders
of O.P. units.

                                     - 16 -

<PAGE>


CONTRACTUAL OBLIGATIONS
The following table identifies our contractual  obligations as of March 31, 2004
that will impact liquidity and cash flow in future periods:


<TABLE>
<CAPTION>
                                    Nine Months                  Year Ending December 31,
                                    Remaining      ------------------------------------------------------
                                       2004            2005         2006          2007          2008       Thereafter      Total
                                 ---------------------------------------------------------------------------------------------------
                                                                       (dollars in thousands)
<S>                                <C>               <C>          <C>           <C>          <C>          <C>           <C>
  Debt Obligations (1)              $105,044          $8,934       $6,245        $6,350       $116,674     $89,763       $333,010
  Operating Lease Obligations (2)         68              90           90            23              -           -            271
                                 ----------------- ------------ ------------- ------------- ------------- ------------ -------------
  Total                             $105,112          $9,024       $6,335        $6,373       $116,674     $89,763       $333,281
                                 ================= ============ ============= ============= ============= ============ =============
</TABLE>

(1)  Debt  obligations are set forth in detail in the schedule below. The amount
     due in 2004 does not reflect the planned two-year extension of the Citicorp
     USA,  Inc. and  Cupertino  National  Bank loans  described in Liquidity and
     Capital Resources above.
(2)  Operating  lease  obligations  relate  to a lease of our  corporate  office
     facility from a related party.

At March 31, 2004, we had total indebtedness of $333.0 million, including $218.5
million of fixed rate mortgage debt, $10.7 million under the Berg Group mortgage
note (related parties),  $80 million under the Citicorp USA mortgage loan, $20.8
million under the Cupertino National Bank line of credit, and $3.0 million under
the Berg Group line of credit (related parties), as detailed in the table below.
The $80 million  short-term  mortgage loan from  Citicorp  USA, Inc.  ("Citicorp
Loan"),  which we obtained in April 2003, was originally  scheduled to mature on
March 29, 2004.  We and Citicorp  extended the loan to May 27, 2004 and again to
September 6, 2004. The mortgage loan is collateralized by seven properties.  The
extension of this loan is subject to our providing additional  collateral valued
at not less than $7.6 million,  which we have proposed to Citicorp, and Citicorp
is currently  appraising  it. In July 2004,  the $40 million line of credit with
Cupertino  National  Bank was scheduled to mature.  Cupertino  National Bank and
Citicorp USA,  Inc.,  have granted  extensions of the loans to September 2, 2004
and September 6, 2004,  respectively,  (the "Loan Extension Period") pending the
completion  of our  Form  10-K  filing  for  2003.  We are  in  the  process  of
renegotiating  the terms and extending  these loans for an  additional  two-year
period.  We do not  believe  that the terms of the  extended  loans will  differ
materially  from their current  terms.  We are the borrower  under the Cupertino
National  Bank line of credit which is  guaranteed  by Mission West  Properties,
L.P. and Mission West Properties,  L.P. II. Mission West Properties, L.P. is the
borrower  under the Citicorp USA mortgage  loan which is  guaranteed  by Carl E.
Berg,  Mission West  Properties,  L.P. I, Mission  West  Properties  L.P. II and
Mission West Properties L.P. III. The Cupertino National Bank line of credit and
Citicorp USA, Inc. mortgage loan contain certain loan covenants.  We were not in
compliance with one covenant  pertaining to our late filing of the Form 10-K for
the year ending  December 31, 2003 and Form 10-Q for the period ending March 31,
2004 (the "Financial Reporting Covenants"). Each bank elected not to enforce the
Financial  Reporting  Covenants during the Loan Extension Period, and neither of
such lenders declared a default as a result of our failure to timely perform the
Financial Reporting Covenants. Compliance with the Financial Reporting Covenants
is a condition of the renewal for both loans.

                                     - 17 -
<PAGE>

The following  table sets forth  information  regarding  debt  outstanding as of
March 31, 2004:

<TABLE>
<CAPTION>
                                                                                                            Maturity      Interest
            Debt Description                          Collateral Properties                Balance            Date          Rate
------------------------------------------- --------------------------------------- --------------------- ------------- ------------
                                                                                   (Dollars in thousands)
Line of Credit:
<S>                                        <C>                                            <C>                <C>            <C>
Berg Group (related parties)                2033-2043 Samaritan Drive, San Jose, CA         $ 2,957            3/05            (1)
                                            2133 Samaritan Drive, San Jose, CA      --------------------
                                            2233-2243 Samaritan Drive, San Jose, CA
                                            1310-1450 McCandless Drive, Milpitas, CA
                                            1795-1845 McCandless Drive, Milpitas, CA

Cupertino National Bank                     Not Applicable                                   20,810            9/04            (4)
                                                                                    --------------------

Mortgage Notes Payable (related parties):   5300 & 5350 Hellyer Avenue, San Jose, CA         10,679            6/10          7.650%
                                                                                    --------------------
Mortgage Notes Payable (2):
Prudential Capital Group                    20400 Mariani Avenue, Cupertino, CA                 672           10/06          8.750%
Washington Mutual (Home Savings & Loan      10460 Bubb Road, Cupertino, CA                      206           12/06          9.500%
Association)
Prudential Insurance Company of America (3) 10300 Bubb Road, Cupertino, CA                  120,964           10/08          6.560%
                                            10500 N. De Anza Boulevard, Cupertino, CA
                                            4050 Starboard Drive, Fremont, CA
                                            45700 Northport Loop, Fremont, CA
                                            45738 Northport Loop, Fremont, CA
                                            450 National Avenue, Mountain 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 Boulevard, 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

Northwestern Mutual Life Insurance Co. (5)  1750 Automation Parkway, San Jose, CA            96,722            1/13          5.640%
                                            1756 Automation Parkway, San Jose, CA
                                            1762 Automation Parkway, San Jose, CA
                                            6320 San Ignacio Avenue, San Jose, CA
                                            6540-6541 Via Del Oro, San Jose, CA
                                            6385-6387 San Ignacio Avenue, San Jose, CA
                                            2251 Lawson Lane, Santa Clara, CA
                                            1325 McCandless Drive, Milpitas, CA
                                            1650-1690 McCandless Drive, Milpitas, CA
                                            20605-20705 Valley Green Drive, Cupertino, CA

Citicorp USA, Inc.                          2001 Walsh Avenue, Santa Clara, CA               80,000            9/04            (4)
                                            2880 Scott Boulevard, Santa Clara, CA
                                            2890 Scott Boulevard, Santa Clara, CA
                                            2770-2800 Scott Boulevard, Santa Clara, CA
                                            2300 Central Expressway, Santa Clara, CA
                                            2220 Central Expressway, Santa Clara, CA
                                            2330 Central Expressway, Santa Clara, CA
                                                                                    ---------------------
Mortgage Notes Payable Subtotal                                                             298,564
                                                                                    ---------------------
Total                                                                                      $333,010
                                                                                    =====================
</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
     2005. The interest rate at March 31, 2004 was 2.46%.
(2)  Mortgage notes payable generally  require monthly  installments of interest
     and  principal  over various  terms  extending  through the year 2013.  The
     weighted  average  interest  rate of  mortgage  notes  payable was 6.23% at
     March, 31, 2004.
(3)  The Prudential  Insurance loan is payable in monthly  installments of $827,
     which includes principal (based upon a 30-year  amortization) and interest.
     John Kontrabecki, one of the limited partners, has guaranteed approximately
     $12,000 of this debt.  Costs and fees  incurred  with  obtaining  this loan
     aggregated approximately $900.
(4)  Interest rate equal to LIBOR plus 2%. The interest  rates for the Cupertino
     National Bank line of credit and the Citicorp  USA,  Inc.  mortgage loan at
     March 31, 2004 were 3.10% and 3.12%, respectively.
(5)  The  Northwestern  loan is payable in monthly  installments of $696,  which
     includes principal (based upon a 20-year amortization) and interest.  Costs
     and fees incurred with obtaining this loan aggregated approximately $675.

                                     - 18 -
<PAGE>


At March 31,  2004,  our debt to total  market  capitalization  ratio,  which is
computed  as our  total  debt  outstanding  divided  by the  sum of  total  debt
outstanding  plus the market value of common stock (based upon the closing price
of $13.25 per share on March 31, 2004) on a fully diluted  basis,  including the
conversion of all O.P.  units into common stock,  was  approximately  19.4%.  On
March 31, 2004, the last trading day for the year,  total market  capitalization
was approximately $1.7 billion.

At March 31, 2004, the outstanding  balance remaining under certain demand notes
that we owed to the operating partnerships was $1.5 million. The due date of the
demand notes has been  extended to  September  30,  2005.  The  principal of the
demand notes,  along with the interest expense,  which is interest income to the
operating  partnerships,  is eliminated in consolidation  and is not included in
the  corresponding  line items  within the  consolidated  financial  statements.
However,  the interest  income  earned by the operating  partnerships,  which is
interest  expense  to us, in  connection  with this  debt,  is  included  in the
calculation of minority  interest as reported on the  consolidated  statement of
operations, thereby reducing our net income by this same amount. At present, our
only means for repayment of this debt is through  distributions  that we receive
from the operating partnerships that are in excess of the amount of dividends to
be paid to our stockholders or raising additional equity capital.

HISTORICAL CASH FLOWS

COMPARISON  OF THE THREE  MONTHS  ENDED MARCH 31, 2004 TO THE THREE MONTHS ENDED
MARCH 31, 2003

Net cash provided by operating  activities  for the three months ended March 31,
2004 was $32.1  million  compared to $27.9  million for the same period in 2003.
The increase resulted primarily from the acquisition of the San Tomas Technology
Park in April 2003 and settlements received from prior tenant bankruptcy.

Net  cash  used  in  investing  activities  for  building  improvements  and new
equipment was  ($115,000)  and  ($554,000)  for the three months ended March 31,
2004 and 2003, respectively.

Net cash used in financing  activities was ($33.0)  million for the three months
ended March 31, 2004  compared to ($29.1)  million used in financing  activities
for the same period in 2003.  Of the ($33.0)  million net cash used in financing
activities, ($7.9) million was used to pay outstanding debt, ($20.9) million for
minority interest distributions, and ($4.3) million for dividends.

FUNDS FROM OPERATIONS ("FFO")

FFO is a non-GAAP financial measurement used by real estate investment trusts to
measure and compare operating performance.  As defined by NAREIT, FFO represents
net income (loss)  before  minority  interest of O.P. unit holders,  computed in
accordance with GAAP,  including  non-recurring events other than "extraordinary
items"  under GAAP and gains and  losses  from  sales of  depreciable  operating
properties,  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 our ability to incur and service debt and make capital expenditures. With the
emphasis  on the  disclosure  of  operating  earnings  per share,  we will still
continue  to use  FFO  as a  measure  of  our  performance.  FFO  should  not be
considered as an alternative for net income as a measure of profitability nor is
it  comparable  to cash flows  provided by operating  activities  determined  in
accordance  with GAAP, nor is FFO  necessarily  indicative of funds available to
meet our cash needs,  including the need to make cash  distributions  to satisfy
REIT  requirements.  For  example,  FFO is not  adjusted  for  payments  of debt
principal required under our debt service obligations.

Our 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.

Furthermore, FFO is not comparable to similarly entitled items reported by other
REITs that do not define FFO exactly as we do.

We  have  revised  our FFO  computations  for  2003  for  the  inclusion  of the
amortization  of leasing  commissions in depreciation  and  amortization of real
estate in order to be comparable to our 2004 FFO presentation in accordance with
NAREIT  guidelines and to more closely  conform to the NAREIT's FFO  definition.
Additionally,  our FFO calculation  includes our portion of the depreciation and
amortization of real estate from our unconsolidated joint venture.

                                     - 19 -

<PAGE>


FFO for the three months  ended March 31, 2004 and 2003,  as  reconciled  to net
income to common stockholders, are summarized in the following tables:

<TABLE>
<CAPTION>
                                                   Three Months Ended March 31,
                                                   2004                   2003
                                                                      (As Restated)
                                             ------------------     ------------------
                                                       (Dollars in thousands)
<S>                                             <C>                    <C>
Net income to common stockholders (1)            $ 3,523                $ 3,989
Add:
 Minority interests (2)                           17,145                 19,828
 Depreciation & amortization of real               6,410                  5,207
estate (3)
                                             ------------------     ------------------
FFO (4)                                          $27,078                $29,024
                                             ==================     ==================
</TABLE>

(1)  As restated for the first  quarter of 2003  described in Note 7 of Notes to
     Consolidated Financial Statements under Part I, Item 1 above.
(2)  Excludes minority interest for third parties.
(3)  Includes   depreciation   and   amortization   of  real   estate  from  our
     unconsolidated joint venture and amortization of leasing commissions.
(4)  As restated for the first quarter of 2003. As originally  reported for that
     quarter, FFO was $28,655.

DISTRIBUTION POLICY

Our 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;
-    our financial condition;
-    whether to reinvest funds rather than to distribute such funds;
-    our committed and projected capital expenditures;
-    the  amount  of cash  required  for new  property  acquisitions,  including
     acquisitions under existing agreements with the Berg Group;
-    prospects  of tenant  renewals  and  re-leases  of  properties  subject  to
     expiring leases;
-    cash required for re-leasing activities;
-    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 we will be  able  to  meet or  maintain  our  cash
distribution objectives.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

We do not believe recently issued  accounting  standards will materially  impact
our financial position, results of operations, or cash flows.

In December 2003, the FASB issued FIN 46R,  "Consolidation  of Variable Interest
Entities,"  a revision to FIN 46,  which was issued in January  2003.  Under FIN
46R,  a  variable  interest  entity  must be  consolidated  by a company if that
company is subject to a majority of the entity's  expected losses or entitled to
receive a majority of the entity's  expected  residual  returns or both. FIN 46R
requires  disclosures  about  variable  interest  entities that a company is not
required to consolidate,  but in which it has a significant  variable  interest.
The consolidation requirements apply to existing entities in the first reporting
period that ends after March 15, 2004. We adopted the consolidation requirements
of FIN 46R in the first quarter of 2004. There was no significant  effect on the
consolidated financial position, results of operations or cash flows as a result
of the initial adoption of this standard in regard to existing variable interest
entities;  however, newly formed entities could meet these requirements and will
be recorded as appropriate.

In May 2003,  the FASB  issued SFAS No. 150,  Accounting  for Certain  Financial
Instruments with  Characteristics of both Liabilities and Equity. This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  SFAS No. 150 was effective
beginning in the third quarter of 2003. The FASB deferred the  implementation of
SFAS No. 150 as applied to certain  minority  interests in finite life entities,
however.  We adopted the  requirements  of SFAS No. 150 in the third  quarter of
2003,  and  considering  the  aforementioned  deferral,  it did not  impact  our
financial position, results of operations or cash flows.

                                     - 20 -

<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.  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
following table provides  information  about the principal cash flows,  weighted
average interest rates,  and expected  maturity dates for debt outstanding as of
March  31,  2004.  The  current  terms  of this  debt are  described  in Item 2,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations - Liquidity and Capital Resources."

For variable rate debt, the table presents the assumption  that the  outstanding
principal balance at March 31, 2004 will be paid upon maturity.

For fixed rate debt,  the table  presents the  assumption  that the  outstanding
principal  balance  at  March  31,  2004  will be paid  according  to  scheduled
principal payments and that we will not prepay any of the outstanding  principal
balance.


<TABLE>
<CAPTION>
                                Nine Months             Year Ending December 31,
                                 Remaining  -------------------------------------------------
                                   2004         2005        2006         2007        2008      Thereafter     Total      Fair Value
                               -----------------------------------------------------------------------------------------------------
                                                                      (dollars in thousands)
<S>                             <C>            <C>         <C>          <C>        <C>          <C>          <C>          <C>
VARIABLE RATE DEBT:
  Secured and unsecured debt     $100,810       $2,957           -            -            -           -      $103,767     $103,767
  Weighted average interest rate    3.12%        2.49%
FIXED RATE DEBT:
  Secured notes payable            $4,234       $5,977      $6,245       $6,350     $116,674     $89,763      $229,243     $247,354
  Weighted average interest rate    6.23%        6.23%       6.23%        6.23%        6.23%       6.23%
</TABLE>


The  primary  market  risk we face is the risk of  interest  rate  fluctuations.
Principal amounts outstanding under the Berg Group line of credit, the Cupertino
National Bank line of credit and the Citicorp USA, Inc. mortgage loan, which are
tied to a LIBOR based  interest rate,  were  approximately  $3.0 million,  $20.8
million, and $80.0 million, or 0.9%, 6.2% and 24.0%, respectively,  of the total
$333.0  million of  outstanding  debt as of March 31, 2004. 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.  All of the  debt is
denominated in United States  dollars.  We had no interest rate caps or interest
rate swap contracts at March 31, 2004.

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," as previously defined, regarding
market risk, but we are not forecasting the occurrence of these market changes.

Based on the amount of variable  debt  outstanding  as of March 31,  2004,  a 1%
increase or decrease in interest  rates on our $103.8  million of floating  rate
debt would decrease or increase,  respectively,  three months  earnings and cash
flows by approximately  $0.26 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 to our financial
structure.

                                     - 21 -

<PAGE>


ITEM 4. CONTROLS AND PROCEDURES

We strive to maintain  disclosure  controls and procedures  that are designed to
ensure that information  required to be disclosed in our Exchange Act reports is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's  rules and forms,  and that such  information  is  accumulated  and
communicated to our management,  including our chief executive officer and chief
financial  officer,  as  appropriate,  to allow for timely  decisions  regarding
required  disclosure.  In designing and evaluating  the disclosure  controls and
procedures,  management  recognizes that any controls and procedures,  no matter
how well  designated  and  operated,  can provide only  reasonable  assurance of
achieving the desired control objectives and management  necessarily is required
to apply its judgment in evaluating the  cost-benefit  relationship  of possible
controls.

Until  their  resignation  on  January  26,  2004,  our  independent  registered
accounting  firm was  PricewaterhouseCoopers  LLP.  In May  2004,  we hired  new
independent accountants,  BDO Seidman, LLP who conducted audits of our financial
statements  for 2001,  2002 and 2003.  In  connection  with the  issuance of its
report of  independent  registered  public  accounting  firm,  BDO Seidman,  LLP
reported  to  our  audit   committee  a  "material   weakness"  under  standards
established by the Public  Company  Accounting  Oversight  Board of the American
Institute regarding some elements of our system of internal controls. They noted
a material  weakness with respect to our review and oversight of our application
of purchase  accounting  relating to the amortization of leasing  commissions on
acquired buildings,  as a result of which we amortized such commissions over the
40-year term of the acquired  building  rather than the lease term. In addition,
due to our  total  head  count  of  four,  they  have  also  identified  certain
segregation of duties issues without compensating controls.

In the view of BDO Seidman, LLP this material weakness led to certain accounting
adjustments  for 2003,  principally  pertaining  to purchase  accounting  errors
related  to  leasing  commissions  and  to a much  smaller  extent,  to  correct
depreciable lives for tenant  improvements and base interior  improvements.  The
error in accounting for lease commissions  necessitated a significant portion of
the restatements  described elsewhere in this report and resulted in adjustments
to our 2003 financial  statements  upon audit. We have conducted a review of the
errors requiring restatement, including a separate review by our audit committee
to determine what remedial  measures were  necessary.  We believe our management
has taken or is in the  process of taking  the steps  necessary  to correct  the
errors and avoid similar errors in the future.  One important measure is to have
our President  also become  involved in the review of our internal  controls and
procedures.

As  required  by SEC Rule  13a-15(b)  we  conducted  an  evaluation,  under  the
supervision and with the  participation  of our management,  including our Chief
Executive Officer, President and Vice President of Finance, of the effectiveness
of the design and operation of our  disclosure  controls and  procedures.  Based
upon that evaluation,  the Chief Executive Officer, President and Vice President
of Finance  concluded that our disclosure  controls and procedures are effective
in timely  alerting them to material  information  relating to us (including our
subsidiaries) required to be included in our periodic SEC filings.

While we have taken or are in the process of taking the foregoing steps in order
to address the  adequacy of our  disclosure  controls  and  procedures,  and, in
addition,  to develop  and  implement  a formal  set of  internal  controls  and
procedures  for financial  reporting in accordance  with SEC's proposed rules to
adopt the internal  control report  requirements  included in Section 404 of the
Sarbanes-Oxley  Act of 2002, the efficacy of the steps we have taken to date and
the steps we are still in the  process of  completing  is  subject to  continued
management  review  supported  by  confirmation  and testing by our internal and
external  auditors.  As a result,  it is likely that additional  changes will be
made to our internal controls and procedures.

CHANGES IN INTERNAL CONTROLS
Other than the foregoing  initiatives,  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.

                                     - 22 -
<PAGE>


PART II - OTHER INFORMATION
ITEM 1.  LEGAL PROCEEDINGS

Legal  proceedings are  incorporated  herein by reference from Part 1 "Item 1. -
Financial Statements - Note 6 - Commitments and Contingencies."

ITEM 6.  EXHIBITS AND REPORTS ON FROM 8-K


     a.   EXHIBITS

          31.1 Section 1350 Certificate of CEO

          31.2 Section 1350 Certificate of President & COO

          31.3 Section 1350 Certificate of Principal Financial Officer

          32   Certification  pursuant to Section 906 of the  Sarbanes-Oxley Act
               of 2002

     b.   REPORTS ON FORM 8-K

          We filed a Current  Report on Form 8-K on January 28, 2004,  regarding
          our  results of  operations  and  financial  condition  for the fourth
          quarter and full year 2003.

          We filed a Current  Report on Form 8-K on February 2, 2004,  regarding
          the  resignation of  PricewaterhouseCoopers  LLP, San  Francisco,  our
          former independent accountant.

          We filed an amended  Current  Report on Form 8-K on February 18, 2004,
          regarding  the   resignation   of   PricewaterhouseCoopers   LLP,  San
          Francisco, our former independent accountant.

                                     - 23 -


<PAGE>



================================================================================
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: August 11, 2004                By: /s/ Carl E. Berg
                                        ---------------------------------------
                                        Carl E. Berg
                                        Chief Executive Officer


Date: August 11, 2004                By: /s/ Wayne N. Pham
                                        ---------------------------------------
                                        Wayne N. Pham
                                        Vice President of Finance and Controller
                                        (Principal Accounting Officer and Duly
                                        Authorized Officer)

                                     - 24 -

<PAGE>

EXHIBIT 31.1


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


I, Carl E. Berg, certify that:

     1.   I have  reviewed this Form 10-Q of Mission West  Properties,  Inc. for
          the quarterly period ended March 31, 2004;

     2.   Based on my  knowledge,  this  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 report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this 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
          report;

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

               (a) Designed such disclosure  controls and procedures,  or caused
               such disclosure  controls and procedures to be designed under our
               supervision,  to ensure that 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 report is being prepared;

               (b) Evaluated the  effectiveness of the  registrant's  disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

               (c)  Disclosed  in this  report  any  change in the  registrant's
               internal control over financial reporting that occurred during or
               subsequent  to the period  ended  March 31, 2004 and prior to the
               date of this  certificate  that has  materially  affected,  or is
               reasonably likely to materially affect, the registrant's internal
               control over financial reporting; and

     5.   The  registrant's  other  certifying  officer(s) and I have disclosed,
          based on our most recent evaluation of internal control over financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's  board of directors (or persons performing the equivalent
          functions):

               (a) All significant  deficiencies and material  weaknesses in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

               (b) Any fraud, whether or not material,  that involves management
               or  other   employees  who  have  a   significant   role  in  the
               registrant's internal control over financial reporting.



Carl E. Berg
Chairman and CEO

August 11, 2004



<PAGE>


EXHIBIT 31.2


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


I, Raymond V. Marino, certify that:

     1.   I have  reviewed this Form 10-Q of Mission West  Properties,  Inc. for
          the quarterly period ended March 31, 2004;

     2.   Based on my  knowledge,  this  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 report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this 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
          report;

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

               (a) Designed such disclosure  controls and procedures,  or caused
               such disclosure  controls and procedures to be designed under our
               supervision,  to ensure that 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 report is being prepared;

               (b) Evaluated the  effectiveness of the  registrant's  disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

               (c)  Disclosed  in this  report  any  change in the  registrant's
               internal control over financial reporting that occurred during or
               subsequent  to the period  ended  March 31, 2004 and prior to the
               date of this  certificate  that has  materially  affected,  or is
               reasonably likely to materially affect, the registrant's internal
               control over financial reporting; and

     5.   The  registrant's  other  certifying  officer(s) and I have disclosed,
          based on our most recent evaluation of internal control over financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's  board of directors (or persons performing the equivalent
          functions):

               (a) All significant  deficiencies and material  weaknesses in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

               (b) Any fraud, whether or not material,  that involves management
               or  other   employees  who  have  a   significant   role  in  the
               registrant's internal control over financial reporting.


Raymond V. Marino
President and Chief Operating Officer

August 11, 2004



<PAGE>


EXHIBIT 31.3


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


I, Wayne N. Pham, certify that:

     1.   I have  reviewed this Form 10-Q of Mission West  Properties,  Inc. for
          the quarterly period ended March 31, 2004;

     2.   Based on my  knowledge,  this  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 report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this 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
          report;

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

               (a) Designed such disclosure  controls and procedures,  or caused
               such disclosure  controls and procedures to be designed under our
               supervision,  to ensure that 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 report is being prepared;

               (b) Evaluated the  effectiveness of the  registrant's  disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

               (c)  Disclosed  in this  report  any  change in the  registrant's
               internal control over financial reporting that occurred during or
               subsequent  to the period  ended  March 31, 2004 and prior to the
               date of this  certificate  that has  materially  affected,  or is
               reasonably likely to materially affect, the registrant's internal
               control over financial reporting; and

     5.   The  registrant's  other  certifying  officer(s) and I have disclosed,
          based on our most recent evaluation of internal control over financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's  board of directors (or persons performing the equivalent
          functions):

               (a) All significant  deficiencies and material  weaknesses in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

               (b) Any fraud, whether or not material,  that involves management
               or  other   employees  who  have  a   significant   role  in  the
               registrant's internal control over financial reporting.



Wayne N. Pham
Vice President of Finance and Controller

August 11, 2004



<PAGE>


EXHIBIT 32


                    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 March 31, 2004
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
August 11, 2004


---------------------------------------------------
Wayne N. Pham
Vice President of Finance and Controller
August 11, 2004

     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.