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, 2001

                          COMMISSION FILE NUMBER 1-8383


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

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

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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES  [X]  NO  [ ]



                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

                17,086,276 shares outstanding as of May 14, 2001


                                     - 1 -

<PAGE>


                          Mission West Properties, Inc.

                                    FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 2001
<TABLE>
<CAPTION>


                                      INDEX

                                                                                                                    Page
<S>          <C>                                                                                                    <C>
Part I        Financial Information

   Item 1     Financial Statements (unaudited):

              Consolidated Balance Sheets as of March 31, 2001 (unaudited)
              and December 31, 2000...................................................................................3

              Consolidated Statements of Operations for the three
              months ended March 31, 2001 and 2000 (unaudited)........................................................4

              Consolidated Statements of Cash Flows for the
              three months ended March 31, 2001 and 2000 (unaudited)..................................................5

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

   Item 2     Management's Discussion and Analysis of Financial
              Condition and Results of Operations.....................................................................9

   Item 3     Quantitative and Qualitative Disclosures About Market Risk.............................................17


Part II       Other Information

   Item 6     Exhibits and Reports on Form 8-K.......................................................................17


Signatures...........................................................................................................17

</TABLE>

                                     - 2 -
<PAGE>


Part I - Financial Information
ITEM 1   CONSOLIDATED FINANCIAL STATEMENTS

                          MISSION WEST PROPERTIES, INC.
                           CONSOLIDATED BALANCE SHEETS
                  (Dollars in thousands, except share amounts)
                                    ---------
<TABLE>
<CAPTION>
                                                                                  March 31, 2001         December 31, 2000
                                                                               ----------------------  ----------------------
                                                                                    (Unaudited)
                                     ASSETS
<S>                                                                                     <C>                   <C>
Real estate assets, at cost
    Land                                                                                 $193,045              $187,219
    Buildings                                                                             660,729               654,259
                                                                               ----------------------  ----------------------
                                                                                          853,774               841,478
    Less accumulated depreciation                                                         (37,924)              (34,022)
                                                                               ----------------------  ----------------------
       Net real estate assets                                                             815,850               807,456
Cash and cash equivalents                                                                      51                 4,691
Restricted cash                                                                            23,361                     -
Deferred rent                                                                              12,959                10,869
Other assets                                                                                7,704                 3,894
                                                                               ----------------------  ----------------------
       Total assets                                                                      $859,925              $826,910
                                                                               ======================  ======================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
    Line of credit (related parties)                                                     $ 64,149              $ 50,886
    Mortgage notes payable                                                                131,560               132,055
    Mortgage notes payable (related parties)                                               11,577                11,643
    Interest payable                                                                          347                   347
    Security deposits                                                                       5,095                 4,801
    Prepaid rental income                                                                  12,950                11,298
    Dividends/distributions payable                                                        19,304                19,115
    Refundable option payment                                                              20,335                20,835
    Accounts payable and accrued expenses                                                   4,556                 4,525
                                                                               ----------------------  ----------------------
       Total liabilities                                                                  269,873               255,505

Commitments and contingencies (Note 9)

Minority interest                                                                         486,852               469,332

Stockholders' equity:
  Preferred stock, $.001 par value, 20,000,000 shares
      authorized, none issued and outstanding                                                   -                     -
  Common stock, $.001 par value, 200,000,000 shares
      authorized, 17,049,953 and 17,025,365 shares issued and
      outstanding at March 31, 2001 and December 31, 2000,
      respectively                                                                             17                    17
  Paid-in-capital                                                                         123,284               123,136
  Accumulated (deficit)                                                                   (20,101)              (21,080)
                                                                               ----------------------  ----------------------
     Total stockholders' equity                                                           103,200               102,073
                                                                               ----------------------  ----------------------
     Total liabilities and stockholders' equity                                          $859,925              $826,910
                                                                               ======================  ======================
</TABLE>

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

                                     - 3 -
<PAGE>


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

                                                 Three months ended March 31,
                                                   2001                2000
                                            ------------------- --------------------
<S>                                               <C>                  <C>
Revenues:
   Rental revenues from real estate                $ 29,679             $ 21,235
   Tenant reimbursements                              3,488                3,513
   Other income, including interest and
      gain on sale of real estate                     3,617                  186
                                            ------------------- --------------------
        Total revenues                               36,784               24,934
                                            ------------------- --------------------

Expenses:
   Operating expenses                                 1,225                1,093
   Real estate taxes                                  2,321                2,374
   Depreciation of real estate                        4,102                3,633
   General and administrative                           318                  363
   Interest                                           2,209                2,257
   Interest (related parties)                         1,300                  751
                                            ------------------- --------------------
       Total expenses                                11,475               10,471
                                            ------------------- --------------------

Income before minority interest                      25,309               14,463
Minority interest                                    21,090               11,832
                                            ------------------- --------------------
      Net income to common stockholders            $  4,219             $  2,631
                                            =================== ====================
Basic net income per share                         $   0.25             $   0.15
                                            =================== ====================
Diluted net income per share                       $   0.24             $   0.15
                                            =================== ====================
Weighted average number of
  common shares outstanding (basic)              17,037,201           16,990,353
                                            =================== ====================
Weighted average number of
  common shares outstanding (diluted)            17,242,821           17,389,409
                                            =================== ====================
</TABLE>




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

                                     - 4 -
<PAGE>


                          MISSION WEST PROPERTIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                (Dollars in thousands, except per share amounts)
                                   (unaudited)
                                    ---------
<TABLE>
<CAPTION>

                                                                                             Three months ended March 31,
                                                                                         -------------------------------------
                                                                                               2001               2000
                                                                                         ------------------ ------------------
<S>                                                                                     <C>                <C>
Cash flows from operating activities:
     Net income                                                                          $     4,219        $     2,631
     Adjustments to reconcile net income to net cash provided by
       operating activities:
            Minority interest                                                                 21,090             11,832
            Depreciation                                                                       4,102              3,633
            Gain on sale of real estate                                                       (3,101)                 -
            Other                                                                                (95)                17
     Changes in assets and liabilities:
            Deferred rent                                                                     (2,089)              (969)
            Other assets                                                                      (3,674)            (2,705)
            Security deposits                                                                    294                419
            Prepaid rental income                                                              1,652             (1,707)
            Accounts payable and accrued expenses                                                (90)               774
                                                                                         ------------------ ------------------
     Net cash provided by operating activities                                                22,308             13,925
                                                                                         ------------------ ------------------

Cash flows from investing activities:
     Improvements to real estate assets                                                         (154)              (900)
     Refundable option payment                                                                  (500)                 -
     Proceeds from sale of real estate                                                        23,130                  -
     Restricted cash                                                                         (23,130)                 -
                                                                                         ------------------ ------------------
     Net cash used in investing activities                                                      (654)              (900)
                                                                                         ------------------ ------------------

Cash flows from financing activities:
    Principal payments on mortgage notes payable                                                (495)              (461)
    Principal payments on mortgage notes payable (related parties)                               (66)           (16,441)
    Net payments under line of credit (related parties)                                      (21,796)                 -
    Proceeds from stock options exercised                                                        148                290
    Minority interest distributions                                                             (849)              (408)
    Dividends paid                                                                            (3,236)            (2,545)
                                                                                         ------------------ ------------------
     Net cash used in financing activities                                                   (26,294)           (19,565)
                                                                                         ------------------ ------------------
     Net decrease in cash and cash equivalents                                                (4,640)            (6,540)
Cash and cash equivalents, beginning                                                           4,691              6,553
                                                                                         ------------------ ------------------
Cash and cash equivalents, ending                                                        $        51        $        13
                                                                                         ================== ==================

Supplemental information:
    Cash paid for interest                                                               $     3,488        $     2,997
                                                                                         ================== ==================
Supplemental schedule of non-cash investing and financing activities:
    Interest earned on restricted cash                                                   $       231        $         -
                                                                                         ================== ==================
    Advances under line of credit (related parties)                                      $    15,059        $    10,783
                                                                                         ================== ==================
    Debt incurred in connection with property acquisitions                               $    20,000        $    10,000
                                                                                         ================== ==================
    Assumption of other liabilities in connection with property acquisitions             $         -        $     1,431
                                                                                         ================== ==================
    Issuance of limited partnership units in connection with property acquisitions       $    13,281        $    21,637
                                                                                         ================== ==================

</TABLE>


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

                                     - 5 -
<PAGE>


                          MISSION WEST PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Amounts in thousands, except share, square footage and limited
                           partnership unit amounts)
                                   (unaudited)
                                    ---------


1. PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

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

     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, 2001.  Minority
     interest in earnings  has been  calculated  by taking the net income of the
     operating   partnerships  (on  a  stand-alone   basis)  multiplied  by  the
     respective minority interest ownership percentage.

     The financial  statements  have been prepared in accordance with accounting
     principles  generally  accepted  in the United  States of America  ("GAAP")
     applicable to interim  financial  information and pursuant to the rules and
     regulations of the Securities and Exchange Commission. Accordingly, certain
     information  and  footnote   disclosures  normally  included  in  financial
     statements  prepared in accordance with GAAP have been condensed or omitted
     pursuant  to  such  rules  and  regulations.  However,  in the  opinion  of
     management,   all   adjustments,   consisting  only  of  normal   recurring
     adjustments,  necessary for a fair  presentation  have been  included.  The
     Company  presumes that users of the interim  financial  information  herein
     have  read or have  access  to the  audited  financial  statements  for the
     preceding fiscal year and that the adequacy of additional disclosure needed
     for a fair  presentation may be determined in that context.  The results of
     operations  for the three months  ended March 31, 2001 are not  necessarily
     indicative of the results to be expected for the entire year.

     The Company has elected to be taxed as a real estate investment trust 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, 2001.


2. REAL ESTATE

     BERG LAND HOLDINGS OPTION AGREEMENT
     Under the terms of the Berg land holdings  option  agreement,  the Company,
     through the  operating  partnerships,  has the option to acquire any future
     R&D,  office and industrial  buildings  developed by the Berg Group on land
     currently owned or optioned,  or acquired for these purposes in the future,
     directly or  indirectly by certain  members of the Berg Group.  At present,
     there are  approximately  355 acres of Silicon Valley land,  including land
     under  development,  owned  directly or under 50% joint  venture by certain
     members of the Berg  Group  that are  subject to the terms of the Berg land
     holdings  option   agreement.   The  owners  of  the  future  R&D  property
     developments may obtain cash or, at their option,  O.P. Units valued at the
     average  closing  price of shares of common  stock over the  30-trading-day
     period  preceding the  acquisition  date. As of March 31, 2001, the Company
     had  completed  ten  acquisitions  under  the  Berg  land  holdings  option
     agreement representing  approximately  1,076,000 rentable square feet. Upon
     the  Company's  exercise  of an option to  purchase  any of the  future R&D
     property  developments  under the terms of the Berg  land  holdings  option
     agreement,  the  acquisition  price  will  equal  the sum of (a)  the  full
     construction cost of the building; (b) 10% of the full construction cost of
     the  building;  (c) the  acquisition  value of the parcel as defined in the
     agreement upon which the  improvements are constructed  (currently  ranging
     from $8.50 to $20.00 per square foot); (d) 10% per annum of the acquisition
     value of the  parcel for the  period  from  January 1, 1998 to the close of
     escrow;  and (e) interest at LIBOR (London Interbank Offer Rate) plus 1.65%
     per annum on the full  construction  costs of the  building  for the period
     from the date funds were disbursed by the developer to the close of escrow;
     less (f) any debt encumbering the property,  or a lesser amount as approved
     by the independent directors committee.

                                     - 6 -

<PAGE>
     No  estimate  can be given at this time as to the total cost to the Company
     to acquire projects under the Berg land holdings option  agreement,  or the
     timing of the Company's  acquisition of any of such projects.  However, the
     Berg Group currently has 19 properties  under  development  with a total of
     approximately  1,560,000  rentable  square feet of R&D properties  that the
     Company  has  the  right  to  acquire  under  this  agreement.  Of  the  19
     properties,  six are  joint  ventures  in  which  the  Company  holds a 50%
     interest.  The joint venture properties  represent a total of approximately
     471,000  rentable  square  feet.  As  of  March  31,  2001,  the  estimated
     acquisition price to the operating partnerships for these 19 projects would
     be  approximately  $186,000.  The  final  acquisition  price  of  these  19
     properties could differ  significantly  from this estimate.  In addition to
     projects currently under development,  the Company has the right to acquire
     future developments by the Berg Group on up to 257 additional acres of land
     currently  controlled by the Berg Group, which could support  approximately
     4.06 million square feet of new developments.  Under the Berg land holdings
     option  agreement,  as long as the Berg Group  ownership in the Company and
     the  operating  partnerships  taken as a whole is at least 65%, the Company
     also has an option to purchase all land  acquired,  directly or indirectly,
     by Carl E. Berg or Clyde J. Berg in the future which has not been  improved
     with  completed   buildings  and  which  is  zoned  for,  intended  for  or
     appropriate  for  research  and  development,   office  and/or   industrial
     development or use in the states of California, Oregon, and Washington.

     PROPERTY ACQUISITIONS
     Effective  January 1, 2001, the Company acquired an  approximately  131,500
     rentable square foot newly constructed R&D building located at 5325 Hellyer
     Avenue  in San Jose,  California  from the Berg  Group  under the Berg land
     holdings option  agreement.  The total  acquisition price for this property
     was $15,472.  The Company  acquired this property by borrowing $9,000 under
     its line of credit from the Berg Group,  and issuing  464,452 O.P. Units to
     various members of the Berg Group.

     Effective  February 1, 2001, the Company acquired an approximately  117,740
     rentable square foot newly constructed R&D building located at 5500 Hellyer
     Avenue  in San Jose,  California  from the Berg  Group  under the Berg land
     holdings option  agreement.  The total  acquisition price for this property
     was $17,809.  The Company acquired this property by borrowing $11,000 under
     its line of credit from the Berg Group,  and issuing  506,599 O.P. Units to
     various members of the Berg Group.

     PROPERTY DISPOSITION
     In January 2001, the Company  completed the sale of 200,484 rentable square
     feet of the R&D property at 4949 Hellyer  Avenue,  San Jose,  California to
     Cisco Systems,  Inc., which exercised its purchase option in November 2000.
     The Company  realized a gain of $3,101,  which is included in other income,
     on the total sale price of $23,130.

3. Restricted Cash

     The balance  represents  proceeds from a property sale and interest  income
     being  held in a  separate  cash  account  at a trust  company  in order to
     preserve the Company's option of reinvesting the proceeds on a tax-deferred
     basis.

4. Stock Transactions

     During the three  months ended March 31,  2001,  stock  options to purchase
     14,588  shares of common  stock  were  exercised  at $4.50 per  share,  and
     options to purchase  10,000 shares of common stock were  exercised at $8.25
     per share. Total proceeds to the Company were $148.

5. Other Income

     As explained in Note 2 "Property Disposition" above, the Company realized a
     gain of $3,101 on the total sale price of $23,130.

6. Net Income Per Share

     Basic net  income  per share is  computed  by  dividing  net  income by the
     weighted-average  number  of  common  shares  outstanding  for the  period.
     Diluted 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.

                                     - 7 -

<PAGE>
     The computation for weighted average shares is detailed below:
<TABLE>
<CAPTION>


                                                         Three Months Ended March 31,
                                                        -------------------------------
                                                             2001             2000
                                                        --------------    -------------
<S>                                                      <C>              <C>
        Weighted average shares outstanding (basic)       17,037,201       16,990,353
        Incremental shares from assumed option exercise      205,620          399,056
                                                        --------------    -------------
        Weighted average shares outstanding (diluted)     17,242,821       17,389,409
                                                        ==============    =============
</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  amounts  because  the
     minority interests' share of income would also be added back to net income.
     The  total  number  of  O.P.  Units  outstanding  at  March  31,  2001  was
     84,547,078.


7. Related Party Transactions

     As of March 31, 2001, the Berg Group owned  80,226,476  O.P.  Units.  Along
     with the Company's  common shares owned by the Berg Group, the Berg Group's
     ownership as of March 31, 2001 represented  approximately 79% of the equity
     interests of the Company,  assuming conversion of the 84,547,078 O.P. Units
     outstanding into the common stock of the Company.

     As of March 31, 2001,  debt in the amount of $64,149 was due the Berg Group
     under the line of credit  established  March 1, 2000.  The $50,000  line of
     credit  from the Berg Group was  increased  to $75,000  effective  April 1,
     2000.  The Berg Group line of credit is currently  collateralized  by seven
     properties, bears interest at LIBOR plus 1.30 percent, and matures in March
     2002. 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, 2001,  debt in the amount of $11,577 was due the Berg Group under
     a mortgage note established May 15, 2000 in connection with the acquisition
     of a 50% interest in Hellyer Avenue Limited Partnership,  the obligor under
     the mortgage note. The mortgage note bears interest at 7.65%, and is due in
     10 years with principal payments amortized over 20 years.

     Carl E. Berg has a  substantial  financial  interest  in one  company  that
     leases space from the operating  partnerships.  This company occupies 5,862
     square  feet at $0.93 per square  foot per month.  This lease was in effect
     prior to the Company's  acquisition of its general partnership interests in
     July 1998. The lease expires in 2003.

     The Company currently leases office space owned by Berg & Berg Enterprises,
     Inc.,  an affiliate of Carl E. Berg and Clyde J. Berg.  Rental  amounts and
     overhead reimbursements paid to Berg & Berg Enterprises,  Inc. were $20 for
     each of the three-month periods ended March 31, 2001 and 2000.

8. Subsequent Events

     On April 10, 2001 the Company  paid $0.19 per share  dividend on its common
     stock to all common  stockholders  of record as of March 30,  2001.  On the
     same date, the operating partnerships paid a distribution of $0.19 per O.P.
     Unit.

9. Commitments and Contingencies

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

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

                                     - 8 -
<PAGE>


ITEM 2
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

This Management's  Discussion and Analysis of Financial Condition and Results of
Operations  should be read in  conjunction  with the  accompanying  consolidated
financial  statements  and notes  thereto  contained  herein  and the  Company's
consolidated  financial  statements and notes thereto contained in the Company's
Annual Report on Form 10-K as of and for the year ended  December 31, 2000.  The
results for the three months ended March 31, 2001 are not necessarily indicative
of the results to be expected  for the entire  fiscal year ending  December  31,
2001. The following discussion includes  forward-looking  statements,  including
but not limited to  statements  with respect to the Company's  future  financial
performance,  operating results, plans and objectives. Actual results may differ
materially from those currently anticipated depending upon a variety of factors,
including  those  described  below  under  the   sub-heading,   "Forward-Looking
Information."

OVERVIEW

Mission West Properties,  Inc. (the "Company")  acquires,  markets,  leases, and
manages R&D properties,  primarily  located in the Silicon Valley portion of the
San Francisco  Bay Area. As of March 31, 2001,  the Company owned and managed 90
properties  totaling  approximately  6.2  million  rentable  square  feet of R&D
properties through four limited  partnerships,  or operating  partnerships,  for
which it is the sole  general  partner.  This class of property is designed  for
research and development and office uses and, in some cases,  includes space for
light manufacturing  operations with loading docks. The Company believes that it
has one of the largest  portfolios of R&D properties in the Silicon Valley.  The
four  tenants  who  lease  the  most  square   footage  from  us  are  Microsoft
Corporation,  Amdahl  Corporation  (a  subsidiary  of  Fujitsu  Limited),  Apple
Computer, Inc. and JDS Uniphase Corporation. For federal income tax purposes the
Company has operated as a self-managed,  self-administered  and fully integrated
real estate investment trust ("REIT") since 1999.

Our acquisition and growth 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  properties  that provide  attractive  initial yields and
     significant potential for growth in cash-flow;

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

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

The Company has  elected,  under the Internal  Revenue Code of 1986,  as amended
(the  "Code"),  to be taxed as a REIT  commencing  with the  taxable  year ended
December 31, 1999.

The Company has two wholly owned subsidiaries, MIT Realty, Inc. and Mission West
Executive Aircraft Center. Both corporations are inactive.


                                     - 9 -
<PAGE>


RESULTS OF OPERATIONS

COMPARISON  OF THE THREE  MONTHS  ENDED MARCH 31, 2001 TO THE THREE MONTHS ENDED
MARCH 31, 2000.

As of March 31, 2001,  the  Company,  through its  controlling  interests in the
operating  partnerships,  owned 90 properties totaling approximately 6.2 million
square feet compared to 82 properties totaling  approximately 5.6 million square
feet owned by the Company as of March 31, 2000.  This  represents an increase of
approximately  11% in total  rentable  square  footage  from one year  ago.  The
increase  resulted  from the  following  acquisitions  less the  disposition  of
200,484 rentable square feet at 4949 Hellyer Avenue as discussed under "Property
Disposition":
<TABLE>
<CAPTION>

               Date of                                                   Rentable Square
             Acquisition                      Address                        Footage
          -------------------    ----------------------------------     ------------------
<S>                             <C>                                       <C>
                04/00            1762 Automation Parkway                     61,100
                04/00            255 Caspian Way                             98,500
                05/00            5300 & 5350 Hellyer Avenue                 160,000
                07/00            5400 Hellyer Avenue                         77,184
                10/00            45365 Northport Loop                        64,218
                12/00            1768 Automation Parkway                    110,592
                01/01            5325 Hellyer Avenue                        131,500
                02/01            5500 Hellyer Avenue                        117,740
                                                                        ------------------
                                                                            820,834
                                                                        ==================
</TABLE>


The following  tables reflect the increase in the Company's  rental revenues for
the three  months ended March 31, 2001 over rental  revenues for the  comparable
three months in 2000:
<TABLE>
<CAPTION>

                                                          Three months ended March 31,
                                     -----------------------------------------------------------------------
                                         2001             2000            $ Change        Annual % Change
                                     -------------    -------------     -------------    -------------------
                                                  (Dollars in thousands)

<S>                                      <C>              <C>               <C>               <C>
          Same Property (1)               $16,053          $13,509           $ 2,544            18.8%
          1998 Acquisitions                   583              583                 -                -
          1999 Acquisitions                 6,524            6,373               151             2.4%
          2000 Acquisitions                 5,089              770             4,319           560.9%
          2001 Acquisitions                 1,436                -             1,436           100.0%
                                     -------------    -------------     -------------
                                          $29,685          $21,235           $ 8,450            39.8%
                                     =============    =============     =============
</TABLE>


(1)  "Same Property" is defined as properties owned as of July 1, 1998 and still
     owned as of March 31, 2001.

For the quarter ended March 31, 2001, rental revenues increased by $8.45 million
from $21.23  million for the three months ended March 31, 2000 to $29.68 million
for the same period of 2001. Of the $8.45 million  increase in rental  revenues,
$2.54 million  resulted  from the Company's  "Same  Property"  portfolio,  $0.15
million  resulted from properties  acquired in 1999, $4.32 million resulted from
properties acquired in 2000, and $1.44 million resulted from properties acquired
in 2001.

Tenant reimbursements  decreased by $25, from $3.51 million for the three months
ended March 31, 2000 to $3.49 million for the three months ended March 31, 2001.
Operating expenses and real estate taxes, on a combined basis, increased by $79,
or 2%, from $3.47  million to $3.55 million for the three months ended March 31,
2000 and 2001, respectively. The increase resulted from a vacant property during
the period presented.

Depreciation  expense  increased by $469 for the three-month  period ended March
31, 2001 over the same period a year ago. The increase was  attributable  to the
acquisitions of nine properties since March 31, 2000.

Interest  expense  decreased  by $48,  or 2%,  from $2.26  million for the three
months  ended March 31, 2000 to $2.21  million for the three  months ended March
31, 2001 due to debt repayment.  Interest expense (related parties) increased by
$549,  or 73%,  from  $751 for the three  months  ended  March 31,  2000 to $1.3
million for the three months ended March 31, 2001 from increased borrowing under
the Berg Group line of credit for property  acquisitions.  As a result,  overall
interest  expense  (including  amounts to  related  parties)  increased  by $501
compared  to the first  quarter  ended  March 31,  2000.  The nine R&D  property
acquisitions  increased total debt  outstanding,  including  amounts due related
parties,  by $37.8 million,  or 22%, from $169.5 million as of March 31, 2000 to
$207.3  million as of March 31, 2001.  Management

                                     - 10 -
<PAGE>

expects  interest expense to increase as new debt is incurred in connection with
property acquisitions and as it seeks alternative sources of credit.

The  minority  interest  portion of income was $21.1  million,  resulting in net
income to  stockholders  of $4.2  million for the three  months  ended March 31,
2001.  Minority  interest  represents  the  ownership  interest  of all  limited
partners in the  operating  partnerships  taken as a whole,  which was 83% as of
March 31, 2001.

CHANGES IN FINANCIAL CONDITION

During the first three  months of 2001,  the  Company  acquired  two  additional
properties  representing  249,240 rentable square feet of R&D properties located
in Silicon Valley.  These properties were acquired from the Berg Group under the
Berg land holdings option agreement.  The aggregate  acquisition price for these
properties  was  approximately   $33.3  million.   The  Company  financed  these
acquisitions  by a) borrowing  $20 million  under the Berg Group line of credit;
and b) the issuance of 971,051 O.P. Units.

During the three months ended March 31, 2001,  stock options to purchase  14,588
shares of common  stock  were  exercised  at $4.50 per  share,  and  options  to
purchase 10,000 shares of common stock were exercised at $8.25 per share.  Total
proceeds to the Company were approximately $148.

LIQUIDITY AND CAPITAL RESOURCES

The Company  expects its  principal  sources of liquidity for  distributions  to
stockholders,   debt  service,   leasing   commissions  and  recurring   capital
expenditures  to come from Funds from  Operations  ("FFO") and/or the Berg Group
line of credit. The Company expects these sources of liquidity to be adequate to
meet projected  distributions  to stockholders  and other presently  anticipated
liquidity  requirements  in 2001.  The  Company  expects  to meet its  long-term
liquidity  requirements  for  the  funding  of  property  development,  property
acquisitions  and other  material  non-recurring  capital  improvements  through
long-term  secured and  unsecured  indebtedness  and the issuance of  additional
equity  securities  by the  Company.  The  Company  has the  ability to meet any
short-term  obligations  or other  liquidity  needs  based on the line of credit
(related parties).

The  Company's  $50  million  line of credit  with Wells  Fargo Bank  expired on
February  29,  2000 and was repaid  with  proceeds  from and  replaced  by a $50
million  line of credit from the Berg Group.  On April 1, 2000,  the $50 million
credit  line with the Berg Group was  increased  to $75  million  with all other
terms   remaining  the  same.  The  Berg  Group  line  of  credit  is  currently
collateralized by seven  properties,  bears interest at LIBOR plus 1.30 percent,
and matures in March 2002.  The Company is  continually  evaluating  alternative
sources of credit.  There can be no  assurance  that the Company will be able to
obtain a line of credit with terms similar to the Berg Group line of credit, and
the Company's its cost of borrowing  could increase  substantially.  The Company
believes that the terms of the Berg Group line of credit are more favorable than
those available from Wells Fargo or similar lenders.

At March 31,  2001,  the  Company  had  total  indebtedness  of $207.3  million,
including  $131.6 million of fixed rate mortgage  debt,  $11.6 million under the
Berg Group  mortgage  note (related  parties),  and $64.1 million under the Berg
Group line of credit (related parties).

As of March 31, 2001,  the Company's Debt to Total Market  Capitalization  ratio
was  approximately  13.82%.  The Company  computed  this ratio by  dividing  the
Company's  total debt  outstanding by the sum of this debt plus the market value
of common stock  (based upon the closing  price of $12.70 per share on March 30,
2001) on a fully diluted  basis,  taking into account the conversion of all O.P.
Units into common  stock.  On March 30,  2001,  the last  trading day during the
period, Total Market Capitalization was approximately $1.5 billion.


                                     - 11 -
<PAGE>

Mortgage Debt


The following table sets forth certain information regarding debt outstanding as
of March 31, 2001:

<TABLE>
<CAPTION>

                                                                                                              Maturity     Interest
               Debt Description                            Collateral Properties                Balance         Date         Rate
-----------------------------------------------  -----------------------------------------  ---------------  -----------  ----------
                                                                                            ($ in thousands)
<S>                                             <C>                                          <C>               <C>        <C>
Line of Credit:
Berg Group (related parties)                     2033-2043 Samaritan Drive, San Jose, CA       $64,149           3/02         (1)
                                                 2133 Samaritan Drive, San Jose, CA         ---------------
                                                 2233-2243 Samaritan Drive, San Jose, CA
                                                 1310-1450 McCandless Drive, Milpitas, CA
                                                 1315-1375 McCandless Drive, Milpitas, CA
                                                 1650-1690 McCandless Drive, Milpitas, CA
                                                 1650-1690 McCandless Drive, Milpitas, CA
Mortgage Notes Payable (related parties):        5300 & 5350 Hellyer Avenue, San Jose, CA       11,577           6/10       7.65%
                                                                                            ---------------
Mortgage Notes Payable:
Prudential Capital Group                         20400 Mariani Avenue, Cupertino, CA             1,718           4/09       8.75%
New York Life Insurance Company                  10440 Bubb Road, Cupertino, CA                    370           9/09      9.625%
Home Savings & Loan Association                  10460 Bubb Road, Cupertino, CA                    408          12/06       9.50%
Mellon Mortgage Company                          3530 Bassett Street, Santa Clara, CA            2,703           6/01      8.125%
Prudential Insurance Company of America          10300 Bubb Road, Cupertino, CA                126,361(2)       10/08       6.56%
                                                 10500 N. DeAnza Blvd, Cupertino, CA
                                                 4050 Starboard Drive, Fremont, CA
                                                 45700 Northport Loop, Fremont, CA
                                                 45738 Northport Loop, Fremont, CA
                                                 450-460 National Avenue, 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 Blvd, Santa Clara, CA
                                                 3560 Bassett Street, Santa Clara, CA
                                                 3570 Bassett Street, Santa Clara, CA
                                                 3580 Bassett Street, Santa Clara, CA
                                                 1135 Kern Avenue, Sunnyvale, CA
                                                 1212 Bordeaux Lane, Sunnyvale, CA
                                                 1230 E. Arques, Sunnyvale, CA
                                                 1250 E. Arques, Sunnyvale, CA
                                                 1170 Morse Avenue, Sunnyvale, CA
                                                 3540 Bassett Street, Santa Clara, CA
                                                 3542 Bassett Street, Santa Clara, CA
                                                 3544 Bassett Street, Santa Clara, CA
                                                 3550Bassett Street, Santa Clara, CA
                                                                                            ---------------
Mortgage Notes Payable Subtotal                                                                131,560
                                                                                            ---------------
                    TOTAL
                                                                                              $207,286
                                                                                            ===============
</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  percent  and is payable in full in
     March 2002.
(2)  John Kontrabecki, one of the limited partners, has guaranteed approximately
     $12.0 million of this debt.

                                     - 12 -
<PAGE>


CURRENT PROPERTIES SUBJECT TO OUR ACQUISITION AGREEMENT WITH THE BERG GROUP

The following  table presents  certain  projected  information at March 31, 2001
concerning  projects  for  which  the  Company,  through  its  interests  in the
operating  partnerships,  has the right to acquire  under the Berg land holdings
option agreement.
<TABLE>
<CAPTION>

                                                Approximate
                                               Rentable Area                                     Total Estimated
Property                        Building       (Square Feet)     Anticipated Acquisition Date  Acquisition Value (1)
------------------------------ ------------ -------------------- ----------------------------- ---------------------
BERG LAND HOLDINGS OPTION
UNDER DEVELOPMENT                                                                              (dollars in thousands)
<S>                               <C>         <C>                       <C>                        <C>
Creekside                           1             65,000                 2nd Quarter 2001           $  9,000
Caspian (Phase II)                  1            100,000                 2nd Quarter 2001             14,900
Morgan Hill (JV I) (2)              2            211,000                 2nd Quarter 2001             22,000
5550 Hellyer                        1             79,800                 2nd Quarter 2001             10,200
Silver Creek                        4            346,000                 3rd Quarter 2001             40,500
5750 Hellyer                        1             73,312                 3rd Quarter 2001             10,100
5535 Hellyer                        1            125,000                 4th Quarter 2001             15,400
Morgan Hill (JV II) (2)             1             60,000                 4th Quarter 2001              5,700
Morgan Hill (JV III) (2)            1             40,000                 4th Quarter 2001              4,000
Morgan Hill (JV IV) (2)             2            160,000                 4th Quarter 2001             17,500
Piercy & Hellyer                    2            130,000                 4th Quarter 2001             14,900
Piercy & Hellyer                    1             65,000                 4th Quarter 2001              8,700
Piercy & Hellyer                    1            105,000                 4th Quarter 2001             13,200
                                   --          ---------                                            --------
               Subtotal            19          1,560,112                                            $186,100

AVAILABLE LAND
Morgan Hill (2)                                  490,000
King Ranch                                       248,500
Piercy & Hellyer                                 458,000
Fremont & Cushing                                387,000
Evergreen                                      2,480,000
                                               ---------
              Subtotal                         4,063,500


TOTAL                              19          5,623,612                                            $186,100
                                   ==          =========                                            ========
</TABLE>


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

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

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

                                     - 13 -
<PAGE>

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

HISTORICAL CASH FLOWS

Net cash provided by operating  activities  for the three months ended March 31,
2001 was $22.3 million  compared to $13.9 million for the same period in 2000, a
60%  increase.  The  change  was a direct  result  of rent  increases  and newly
acquired properties.

Net cash used in investing  activities was  approximately  $654 and $900 for the
three months ended March 31, 2001 and 2000, respectively, a 27% decrease. Of the
$654  net cash  used in  investing  activities,  $154  were  related  to  tenant
improvements and $500 from the Xilinx agreement.

Net cash used in  financing  activities  was $26.3  million for the three months
ended March 31, 2001  compared to $19.6  million for the same period in 2000,  a
34% increase. During the three months ended March 31, 2001, the Company paid its
debt  outstanding and made  distributions to holders of its common stock and the
O.P. Units by utilizing cash generated from operating activities.

CAPITAL EXPENDITURES

The  properties  require  periodic  investments  of capital  for  tenant-related
capital expenditures and for general capital  improvements.  For the years ended
December 31, 1995 through  December 31, 2000, the recurring  tenant  improvement
costs and  leasing  commissions  incurred  with  respect to new leases and lease
renewals of the properties  that were owned or controlled by members of the Berg
Group prior to July 1, 1998 averaged  approximately $1.75 million annually.  The
Company  expects that the average annual cost of recurring  tenant  improvements
and leasing commissions,  related to the properties,  will be approximately $3.0
million during 2001. The Company believes it will recover  substantially  all of
these sums from the tenants under the new or renewed leases through increases in
rental rates. The Company expects to meet its long-term  liquidity  requirements
for the  funding  of  property  development,  property  acquisitions  and  other
material  non-recurring  capital  improvements  through  long-term  secured  and
unsecured  indebtedness and the issuance of additional  equity securities by the
Company.

FUNDS FROM OPERATIONS

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

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

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

                                     - 14 -

<PAGE>


Furthermore, FFO is not comparable to similarly entitled items reported by other
REITs that do not define them  exactly as the Company  defines  FFO. FFO for the
three months ended March 31, 2001 and 2000 are summarized in the table below:
<TABLE>
<CAPTION>


                                            Three Months Ended March 31,
                                      ------------------------------------------
                                             2001                   2000
                                      -------------------     ------------------
                                                (Dollars in thousands)
<S>                                             <C>                    <C>
           Net income                             $4,219                 $2,631
           Add:
               Minority interest (1)              20,916                 11,832
               Depreciation                        4,102                  3,633
           Less:
               Gain on sale of real estate         3,101                      -
                                      -------------------     ------------------
           FFO                                   $26,136                $18,096
                                      ===================     ==================
</TABLE>

(1)  The  minority  interest  for  unrelated  parties  was  deducted  from total
     minority interest in calculating FFO.


DISTRIBUTION POLICY

The Company intends to pay  distributions  to stockholders and O.P. Unit holders
based upon total funds available for distribution  ("FAD"),  which is calculated
as  FFO  less  straight-lined   rents,  leasing  commissions  paid  and  capital
expenditures made during the respective  period. The calculations of FAD for the
three months ended March 31, 2001 and 2000 are as follows:
<TABLE>
<CAPTION>


                                             Three Months Ended March 31,
                                      -------------------------------------------
                                             2001                    2000
                                      --------------------    -------------------
                                                 (Dollars in thousands)
<S>                                              <C>                    <C>
           FFO                                    $26,136                $18,096
           Less:
               Straight-line rents                  2,089                    969
               Leasing commissions                    163                    150
               Capital expenditures                   154                    900
                                      --------------------    -------------------
           FAD                                    $23,730                $16,077
                                      ====================    ===================
</TABLE>

The Company intends to make regular quarterly distributions to holders of common
stock  and O.P.  Units  based on its FAD.  The  Company's  ability  to make such
distributions will be affected by numerous factors, including, most importantly,
the receipt of distributions  from rental  operations  payable to the Company as
the sole general partner of the operating partnerships.

FAD does not represent cash  generated  from operating  activities in accordance
with generally accepted accounting principles and is not necessarily  indicative
of cash  available to fund cash needs.  The actual  return that the Company will
realize and the amount available for  distributions to its stockholders  will be
affected  by a number of  factors,  including  the  revenues  received  from its
properties,  its operating expenses, the interest expense incurred on borrowings
and planned and unanticipated capital expenditures.

The Company  anticipates  that FAD will exceed  earnings and profits for federal
income tax purposes, as the latter figure is reduced by non-cash expenses,  such
as depreciation and  amortization,  that the Company will incur.  Distributions,
other  than  capital  gain  distributions,  by the  Company to the extent of its
current and  accumulated  earnings  and profits for federal  income tax purposes
most likely will be taxable to U.S.  stockholders  as ordinary  dividend  income
unless a stockholder is a tax-exempt entity. Distributions in excess of earnings
and profits  generally  will be treated as a  non-taxable  reduction of the U.S.
stockholder's  basis  in the  common  stock to the  extent  of such  basis,  and
thereafter as a taxable gain. The percentage of such  distributions in excess of
earnings  and  profits,  if any,  may vary from  period to period.  The  Company
anticipates that a substantial  percentage of the  distributions to stockholders
for the year ending December 31, 2001 will constitute  taxable ordinary dividend
income to its shareholders.

Distributions will be determined by the Company's board of directors and will
depend on actual FAD, the Company's financial condition, capital requirements,
the annual distribution requirements under the REIT provisions of the Code and
such other factors as the board of directors deems relevant.

                                     - 15 -
<PAGE>
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

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

FORWARD LOOKING INFORMATION

This quarterly report contains forward-looking  statements within the meaning of
the federal securities laws. The Company intends such forward-looking statements
to be covered  by the safe  harbor  provisions  for  forward-looking  statements
contained in the Private  Securities  Reform Act of 1995,  and is including this
statement  for  purposes  of  complying  with  these  safe  harbor   provisions.
Forward-looking statements,  which are based on certain assumptions and describe
future  plans,  strategies  and  expectations  of  the  Company,  are  generally
identifiable by use of the words "believe,"  "expect,"  "intend,"  "anticipate,"
"estimate,"  "project" or similar expressions.  The Company's ability to predict
results  or the  actual  effect  of future  plans or  strategies  is  inherently
uncertain.  Factors which could have a material adverse effect on the operations
and future prospects of the Company include, but are not limited to, changes in:
economic  conditions   generally  and  the  real  estate  market   specifically,
legislative or regulatory provisions affecting the Company (including changes to
laws governing the taxation of REITs),  availability of capital, interest rates,
competition,  supply of and demand for office and  industrial  properties in the
Company's current and proposed market areas, and general accounting  principles,
policies and guidelines  applicable to REITs. In addition,  the actual timing of
development, construction, and leasing on the projects that the Company believes
it may acquire in the future under the Berg land  holdings  option  agreement is
unknown presently, and reliance should not be placed on the estimates concerning
these projects set forth under the caption,  "Acquiring  Properties Developed by
the Berg Group," above. These risks and  uncertainties,  together with the other
risks  described from time to time in the Company's  reports and other documents
filed with the  Securities  and Exchange  Commission,  should be  considered  in
evaluating forward-looking statements and undue reliance should not be placed on
such statements.

                                     - 16 -

<PAGE>


ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No material  changes have occurred  since the Annual Report on Form 10-K for the
year ended December 31, 2000.


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

PART II - OTHER INFORMATION

ITEM 6
EXHIBITS AND REPORTS ON FORM 8-K

         a.       Exhibits

                  27.1 Financial Data Schedule

         b.       Reports on Form 8-K

                  None

================================================================================
SIGNATURES

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


                                      Mission West Properties, Inc.
                                      (Registrant)


Date: May 14, 2001                    By:    /s/ Wayne N. Pham
                                      ------------------------------------------
                                      Wayne N. Pham
                                      Vice President of Finance and Controller
                                      (Principal Accounting Officer and Duly
                                      Authorized Officer)