SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-Q


 x   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the quarter ended June 30, 1999.

___  Transition Report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the transition period from
     ________________ to _______________.

                  Commission File Number 1-12222

                 BEDFORD PROPERTY INVESTORS, INC.
      (Exact name of Registrant as specified in its charter)


MARYLAND                                               68-0306514
(state or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                Identification No.)


           270 Lafayette Circle, Lafayette, CA  94549
            (Address of principal executive offices)


Registrant's telephone number, including area code (925) 283-8910



Indicate by check mark whether 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 Registrant was required to file such reports and (2) has been
subject to such filing requirements for the past 90 days.  Yes  x   No___

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


           Class                               Outstanding as of July 30, 1999
Common Stock, $0.02 par value                               21,813,247


                 BEDFORD PROPERTY INVESTORS, INC.

                              INDEX



PART I.  FINANCIAL INFORMATION                                         Page

ITEM 1.  FINANCIAL STATEMENTS

Statement                                                              1

Consolidated Balance Sheets as of June 30, 1999
and December 31, 1998                                                  2

Consolidated Statements of Income for the three and six months ended
June 30, 1999 and 1998                                                 3

Consolidated Statements of Stockholders' Equity for the year ended
December 31, 1998 and the six months ended June 30, 1999               4

Consolidated Statements of Cash Flows for the six months ended
June 30, 1999 and 1998                                                 5

Notes to Consolidated Financial Statements                             6-13

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION                          14-18

ITEM 3.  QUALITATIVE AND QUANTITATIVE DISCLOSURES
ABOUT MARKET RISK                                                      19

PART II.  OTHER INFORMATION

ITEMS 1 - 6                                                            20-21

SIGNATURES                                                             21

Exhibit 27                                                             22


                 BEDFORD PROPERTY INVESTORS, INC.


PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



                            STATEMENT

The consolidated financial statements included herein have been prepared
by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission.  The information furnished
reflects all adjustments which are, in the opinion of management,
necessary for a fair presentation of results of operations for the
interim periods presented.  Such adjustments are of a normal recurring
nature.  These consolidated financial statements should be read in
conjunction with the notes to consolidated financial statements appearing
in the annual report to stockholders for the year ended December 31,
1998.

When used in the discussion in this Form 10-Q, the words "believes,"
"expects," "intends," "anticipates" and similar expressions are intended
to identify forward-looking statements.  Such statements are subject to
certain risks and uncertainties which could cause actual results to
differ materially from those discussed, including, but not limited to,
those set forth in the section entitled "Potential Factors Affecting
Future Operating Results," below.  Readers are cautioned not to place
undue reliance on these forward-looking statements which speak only as
of the date hereof.  The Company undertakes no obligation to publicly
release the result of any revisions to these forward-looking statements
which may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.


               BEDFORD PROPERTY INVESTORS, INC.
                  CONSOLIDATED BALANCE SHEETS
     AS OF JUNE 30, 1999 AND DECEMBER 31, 1998 (Unaudited)
      (in thousands, except share and per share amounts)

                                           June 30, 1999      December 31, 1998
Assets:

Real estate investments:
  Industrial buildings                        $309,633              $312,911
  Office buildings                             278,714               258,479
  Operating properties held for sale            22,334                  -
  Properties under development                  23,625                24,686
  Land held for development                      4,584                 3,905

                                               638,890               599,981

  Less accumulated depreciation                 22,954                18,523

                                               615,936               581,458
Cash                                             1,314                 1,286
Other assets                                    19,856                15,580

                                              $637,106              $598,324


Liabilities and Stockholders' Equity:

Bank loan payable                             $ 93,984              $147,443
Mortgage loans payable                         182,358                80,116
Accounts payable and accrued expenses            7,296                 7,574
Dividend and distributions payable               8,554                 8,191
Other liabilities                                5,075                 6,042

    Total liabilities                          297,267               249,366

Minority interest in consolidated
  partnership                                    1,369                 1,369

Stockholders' equity:
 Common stock, par value $0.02 per share;
   authorized 50,000,000 shares; issued and
   outstanding 21,819,738 shares in 1999 and
   22,666,856 shares in 1998                       436                   453
 Additional paid-in capital                    390,936               407,760
 Accumulated dividends in
    excess of net income                       (52,902)              (60,624)
      Total stockholders' equity               338,470               347,589

                                              $637,106              $598,324

See accompanying notes to consolidated financial statements.

                BEDFORD PROPERTY INVESTORS, INC.
               CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited)
       (in thousands, except share and per share amounts)
<TABLE>
<S>                                                     <C>            <C>           <C>           <C>
                                                         Three Months                 Six Months
                                                            1999            1998         1999          1998


Property operations:
   Rental income                                            $22,346        $17,118       $43,705       $32,479
   Rental expenses:
        Operating expenses                                    3,312          2,476         6,892         4,603
        Real estate taxes                                     1,872          1,390         3,780         2,689
        Depreciation and amortization                         2,933          2,313         5,905         4,368


Income from property operations                              14,229         10,939        27,128        20,819

General and administrative expenses                          (1,141)          (879)       (1,963)       (1,714)
Interest income                                                  51             46            81            93
Interest expense                                             (4,583)        (2,210)       (8,416)       (3,816)


Income before gain on sale of real estate
     investments and minority interest                        8,556          7,896        16,830        15,382

Gain on sale of real estate investments                       7,043           -            7,611          -
Minority interest                                               (34)           (28)          (65)          (57)


Income before extraordinary item                            $15,565        $ 7,868       $24,376       $15,325

Loss on early extinguishment of debt                           (298)          -             (298)         -


Net Income                                                  $15,267        $ 7,868       $24,078       $15,325


Earnings per share - basic:
Income before extraordinary item                            $  0.71        $  0.35       $  1.10       $  0.68
Extraordinary item-loss on early extinguishment of debt       (0.01)          -            (0.01)         -


Net Income                                                  $  0.70        $  0.35       $  1.09       $  0.68


Weighted average number of shares-basic                  21,784,185     22,615,685    22,138,529    22,599,864


Earnings per share - assuming dilution:
Income before extraordinary item                            $  0.71        $  0.34       $  1.09       $  0.67
Extraordinary item-loss on early extinguishment of debt       (0.01)          -            (0.01)         -


Net Income                                                  $  0.70        $  0.34       $  1.08       $  0.67


Weighted number of shares - assuming dilution            21,940,644     22,930,761    22,286,907    22,944,806
</TABLE>

See accompanying notes to consolidated financial statements.

               BEDFORD PROPERTY INVESTORS, INC.
        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
            FOR THE YEAR ENDED DECEMBER 31, 1998 AND
        THE SIX MONTHS ENDED JUNE 30, 1999 (Unaudited)
           (in thousands, except per share amounts)

<TABLE>

<S>                                           <C>        <C>           <C>             <C>
                                                                         Accumulated       Total
                                                          Additional       dividends      stock-
                                               Common        paid-in    in excess of    holders'
                                                stock        capital      net income      equity


Balance, December 31, 1997                      $ 452      $408,209        $(62,235)    $ 346,426

Issuance of common stock                            1         1,366            -            1,367

Repurchase and retirement of common stock           -        (1,815)           -           (1,815)

Net income                                          -          -             31,496        31,496

Dividends to common stockholders
 ($1.32 per share)                                  -          -            (29,885)      (29,885)

Balance, December 31, 1998                      $ 453      $407,760        $(60,624)     $347,589

Issuance of common stock                            5         1,082            -            1,087

Repurchase and retirement of common stock         (22)      (17,906)           -          (17,928)

Net income                                          -          -             24,078        24,078

Dividends to common stockholders
 ($0.75 per share)                                  -          -            (16,356)      (16,356)

Balance, June 30, 1999                          $ 436      $390,936        $(52,902)     $338,470
</TABLE>

See accompanying notes to consolidated financial statements.


                BEDFORD PROPERTY INVESTORS, INC.
             CONSOLIDATED STATEMENTS OF CASH FLOWS
  FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (Unaudited)
                         (in thousands)


                                                            1999          1998


Operating Activities:
  Net income                                              $ 24,078    $ 15,325
  Adjustments to reconcile net income to net cash
     provided by operating activities:
    Minority interest                                           65          57
    Depreciation and amortization                            6,823       4,983
    Gain on sale of real estate investments                 (7,611)       -
    Change in other assets                                  (3,296)     (4,827)
    Change in accounts payable and
      accrued expenses                                        (676)        162
    Change in other liabilities                               (863)     (1,591)

Net cash provided by operating activities                   18,520      14,109


Investing Activities:
  Investments in real estate                               (47,051)   (129,543)
  Proceeds from sale of real estate investments             15,334        -


Net cash used by investing activities                      (31,717)   (129,543)


Financing Activities:
  Proceeds from bank loan payable                           62,511     126,544
  Repayments of bank loan payable                         (116,298)    (18,189)
  Proceeds from mortgage loans payable                     105,669      21,110
  Repayments of mortgage loans payable                      (5,758)       (470)
  Issuance of common stock                                   1,087         350
  Redemption of partnership units                             -           (159)
  Payment of dividends and distributions                   (16,058)    (13,608)
  Repurchase and retirement of common stock                (17,928)       -


Net cash provided by financing activities                   13,225     115,578


Net increase in cash                                            28         144
Cash at beginning of period                                  1,286       1,361


Cash at end of period                                     $  1,314     $ 1,505


Supplemental disclosure of cash flow information:

Cash paid during the period for interest, net of amounts
  capitalized of
  $912 in 1999 and $1,310 in 1998                         $  7,349     $ 2,644


See accompanying notes to consolidated financial statements.



                BEDFORD PROPERTY INVESTORS, INC.
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


Note 1.  The Company and Basis of Presentation

The Company

Bedford Property Investors Inc. (the Company) is a Maryland real estate
investment trust with investments primarily in industrial and suburban
office properties concentrated in the Western United States.  The
Company's Common Stock trades under the symbol "BED" on both the New York
Stock Exchange and the Pacific Exchange.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been
prepared in accordance with the requirements of  Form 10-Q and,
therefore, do not include all information and footnotes necessary for a
presentation of financial condition, results of operations and cash flows
in conformity with generally accepted accounting principles.  The
unaudited interim consolidated financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
presentation of results for the interim periods presented in compliance
with the instructions to Form 10-Q.  All such adjustments are of a
normal, recurring nature.

Per Share Data

Per share data are based on the weighted average number of common shares
outstanding during the year.  Stock options issued under the Company's
stock option plans are also included in the calculation of diluted per
share data  if, upon assumed exercise, they would have a dilutive effect.
The diluted earnings per share calculation also assumes conversion of the
limited partnership units of Bedford Realty Partners, L.P., if such
conversion would have a dilutive effect, as of the beginning of the year.

Recent Accounting Pronouncements

In April 1998, the Accounting Standards Executive Committee issued
Statement of Position 98-5, Reporting on the Costs of Start-up
Activities.  SOP 98-5 is effective for fiscal years beginning after
December 15, 1998.  The adoption of this statement did not have a
material impact on the Company's financial statements.

In June 1998, the FASB issued Financial Accounting Standard No. 133,
Accounting for Derivatives Instruments and Hedging Activities.  SFAS 133
is effective for all fiscal quarters of fiscal years beginning after June
15, 2000.  Management believes that the adoption of this statement will
not have a material impact on the Company's financial statements.

Note 2. Real Estate Investments

As of June 30, 1999, the Company's real estate investments were
diversified by property type as follows (dollars in thousands):

                                     Number of                     Percent
                                    Properties        Cost        of Total


Industrial buildings                        66      $309,633         48%
Office buildings                            25       278,714         44%
Operating properties held for sale           5        22,334          3%
Properties under development                 8        23,625          4%
Land held for development                    5         4,584          1%

Total                                      109       638,890        100%


Note 2 - Real Estate Investments

The following table sets forth the Company's real estate investments as
of June 30, 1999 (in thousands):
<TABLE>
<S>                                  <C>         <C>         <C>            <C>             <C>
                                                                                     Less
                                                              Development     Accumulated
                                          Land    Building    In-Progress    Depreciation     Total

INDUSTRIAL BUILDINGS
Northern California                   $ 44,238    $105,944     $    -           $ 6,989      $143,193
Arizona                                 16,998      43,710          -             1,851        58,857
Southern California                     15,434      36,861          -             2,640        49,655
Greater Kansas City Area                 2,773      13,083          -             1,422        14,434
Texas                                    2,981      11,114          -               276        13,819
Greater Portland Area                    2,652       8,651          -               955        10,348
Denver, Colorado                         1,911       3,283          -               297         4,897

Total Industrial                        86,987     222,646          -            14,430       295,203


SUBURBAN OFFICE BUILDINGS
Northern California                      6,023      17,760          -               863        22,920
Arizona                                  9,149      17,260          -               755        25,654
Southern California                      9,362      21,404          -             1,043        29,723
Greater Kansas City Area                 3,330       5,451          -               394         8,387
Texas                                    2,766       7,093          -               327         9,532
Denver, Colorado                         5,560      45,469          -             1,264        49,765
Greater Seattle Area                    21,153      94,211          -             2,567       112,797
Reno, Nevada                             2,102      10,621          -               538        12,185

Total Suburban Office                   59,445     219,269          -             7,751       270,963


PROPERTIES HELD FOR SALE
Northern California                      4,153       8,282          -               526        11,909
Southern California                      1,558       3,475          -               144         4,889
Greater Kansas City Area                 1,144       3,722          -               103         4,763


Total Operating Properties Held
  for Sale                               6,855      15,479          -               773        21,561


PROPERTIES UNDER DEVELOPMENT
Northern California                       -           -            2,534           -            2,534
Arizona                                   -           -           15,615           -           15,615
Colorado                                  -           -            3,188           -            3,188
Greater Seattle Area                      -           -            2,288           -            2,288


Total Properties Under Development        -           -           23,625           -           23,625


LAND HELD FOR DEVELOPMENT
Northern California                      2,664        -             -              -            2,664
Southern California                        701        -             -              -              701
Texas                                      188        -             -              -              188
Colorado                                 1,031        -             -              -            1,031


Total Land Held for Development          4,584        -             -              -            4,584


Total                                 $157,871    $457,394       $23,625        $22,954      $615,936
</TABLE>

Company personnel directly manage all but eleven of the Company's
properties from regional offices in Lafayette, CA;  Tustin, CA; Phoenix,
AZ; Lenexa, KS; and Seattle, WA.  For the eleven properties located in
markets not served by one of the Company's regional offices, the Company
has subcontracted management to local firms.  All financial record-
keeping is centralized at the Company's corporate office in Lafayette,
CA.

The Company has contractual construction commitments of $4.8 million at
June 30, 1999 relating to seven of its properties under development.

Note 3.  Debt

Bank Loan Payable

In June 1998, the Company amended and restated its secured revolving
credit facility with Bank of America.  Under this facility, which matures
June 15, 2001, the Company can borrow up to $175 million on a secured
basis.  The facility contains an unsecured sub-line of $50 million.
Secured loans bear interest at a floating rate equal to either the
lender's published "reference rate" or LIBOR plus a margin ranging from
1.10% to 1.35% depending on the Company's leverage level.  The interest
rate on the unsecured loans is either the lender's published "reference
rate" or LIBOR plus a margin of 1.50%.  The credit facility contains
various restrictive covenants including, among other things, a covenant
limiting quarterly dividends to 95% of average Funds From Operations.
As of June 30, 1999, the Company was in compliance with the covenants and
requirements of its revolving credit facility, which had an outstanding
balance of $93,984,000.  The credit facility is secured by mortgages on
44 properties (which properties collectively accounted for approximately
46% of the Company's Annualized Base Rent and approximately 41% of the
Company's total assets as of June 30, 1999), together with the rental
proceeds from such properties.

In February 1999, the credit facility was restructured to include a $30
million bridge facility which bore the same interest rate as the $175
million facility.  In May 1999, the Company obtained a total of $108
million of new first mortgage financing from Teachers Insurance and
Annuity Association of America (TIAA).  The proceeds from the mortgage
loans were used to pay off and retire the $30 million bridge facility and
pay down the outstanding balance on its $175 million line of credit.

The daily weighted average amount owing to the bank was $104,813,000 and
$48,342,000 for the six months ended June 30, 1999 and 1998,
respectively.  The weighted average interest rates in each of these
periods was 6.69% and 7.28%, respectively.  The effective interest rate
at June 30, 1999 was 6.38%.

Mortgage Loans Payable

In May 1999, the Company obtained a total of $108 million of new first
mortgage financing from Teachers Insurance and Annuity Association of
America (TIAA).  The financing consists of a $43.45 million 10-year loan,
a $37.20 million 8-year loan, and a $27.35 million 6-year loan.  The
mortgage financing is secured by 16 properties (which properties
collectively accounted for approximately 25% of the Company's Annualized
Base Rent and approximately 22% of the Company's total assets as of June
30, 1999), together with the rental proceeds from such properties.  These
mortgage loans bear interest at a fixed rate of 7.17%.


Mortgage loans payable at June 30, 1999 consist of the following (in
thousands):

   Floating rate note due December 15, 1999,
     current rate of 8.00%                       $  1,783
   7.5% note due January 1, 2002                   24,097
   7.02% note due March 15, 2003                   19,419
   8.9% note due July 31, 2006                      8,596
   6.91% note due July 31, 2006                    20,463
   7.17% note due June 1, 2005                     27,350
   7.17% note due June 1, 2007                     37,200
   7.17% note due June 1, 2009                     43,450
                                                 $182,358

The mortgage loans are collaterized by 36 properties (which properties
collectively accounted for approximately 46% of the Company's
Annualized Base Rent and approximately 40% of the Company's total assets
as of June 30, 1999).

The following table presents scheduled principal payments on mortgage
loans as of June 30, 1999 (in thousands):

   Twelve month period ending June 30, 2000                   $  4,671
   Twelve month period ending June 30, 2001                      3,104
   Twelve month period ending June 30, 2002                     26,062
   Twelve month period ending June 30, 2003                     21,009
   Twelve month period ending June 30, 2004                      2,851
        Thereafter                                             124,661
                                                              $182,358

Note 4.  Comprehensive Income

There are no adjustments necessary to net income as presented in the
accompanying consolidated statements of income to derive comprehensive
income in accordance with FASB Statement No. 130, Reporting Comprehensive
Income.

Note 5.  Segment Disclosure

The Company has five reportable segments organized by the region in which
they operate: Northern California (Northern California, Utah and Nevada),
Southwest (Arizona and greater Austin, Texas), Southern California,
Northwest (greater Portland, Oregon and greater Seattle, Washington), and
Midwest (greater Kansas City, Kansas/Missouri, greater Dallas, Texas and
Colorado).

The accounting policies of the segments are the same as those described
in the summary of significant accounting policies.  The Company evaluates
performance based upon income from real estate from the combined
properties in each segment.


Note 5.  Segment Disclosure (continued)


    For the six months ended June 30, 1999 (in thousands)
<TABLE>
<S>                                        <C>         <C>        <C>         <C>        <C>      <C>        <C>
                                            Northern               Southern                        Corporate
                                            California  Southwest  California  Northwest  Midwest  & Other    Consolidated

Rental income(2)                            $ 16,698    $  7,442   $  5,812    $  6,897   $  6,852 $      4   $ 43,705
Operating expenses and real estate taxes       3,528       1,873      1,124       1,837      2,111      199     10,672
Depreciation and amortization                  2,057         990        793       1,078        987     -         5,905


Income from property operations             $ 11,113    $  4,579   $  3,895    $  3,982   $  3,754 $   (195)  $ 27,128

Percent of income from property operations       41%         17%        14%         15%        14%      (1%)      100%

Interest income(1)                                12           -          -           2          -       67         81
Interest expense                                   -           -          -           -          -   (8,416)    (8,416)
General and administrative expenses                -           -          -           -          -   (1,963)    (1,963)


Income before minority interest and
    gain on sale                              11,125       4,579      3,895       3,984      3,754  (10,507)    16,830

Minority interest                                  -           -          -           -          -      (65)       (65)
Gain on sale of real estate investments        7,566           -         45           -          -        -      7,611


Income before extraordinary item              18,691       4,579      3,940       3,984      3,754  (10,572)    24,376

Loss on early extinguishment of debt            (298)          -          -           -          -        -       (298)


Net income                                  $ 18,393    $  4,579   $  3,940    $  3,984   $  3,754 $(10,572)  $ 24,078


Real estate investments                     $204,322    $123,900   $ 88,795    $128,954   $ 92,919 $      -   $638,890


Additions/dispositions of
    real estate investments                 $ (5,267)   $ 14,468   $ 11,397    $ 15,704   $  2,607 $      -   $ 38,909


Total assets                                $210,499    $115,021   $ 94,379    $117,931   $ 90,832 $  8,444   $637,106
</TABLE>

(1) The interest income in the Northern California and Northwest segments
represents interest earned from tenant notes receivable.

(2) $4 in Corporate rental income represents rental income and expense
reimbursement for Mariner Court (sold 7/97).

Note 5.  Segment Disclosure (continued)


    For the six months ended June 30, 1998 (in thousands)
<TABLE>
<S>                                        <C>          <C>         <C>          <C>         <C>       <C>         <C>
                                            Northern                 Southern                           Corporate
                                            California   Southwest   California   Northwest   Midwest   & Other     Consolidated

Rental income(1)(2)                         $ 14,479     $  5,372    $  4,960     $  3,018    $  4,666  $   (16)    $ 32,479
Operating expenses and real estate taxes       3,264        1,304       1,014          288       1,155      267        7,292
Depreciation and amortization                  1,806          725         686          509         642        -        4,368


Income from property operations             $  9,409     $  3,343    $  3,260     $  2,221    $  2,869  $  (283)    $ 20,819

Percent of income from property operations       45%          16%         16%          10%         14%      (1%)        100%

Interest income                                    -            -           -            -           -       93           93
Interest expense                                   -            -           -            -           -   (3,816)      (3,816)
General and administrative expenses                -            -           -            -           -   (1,714)      (1,714)


Income before minority interest and
    gain on sale                               9,409        3,343       3,260        2,221       2,869   (5,720)      15,382

Minority interest                                  -            -           -            -           -      (57)         (57)
Gain on sale of real estate investments            -            -           -            -           -        -            -


Net income                                  $  9,409     $  3,343    $  3,260     $  2,221    $  2,869 $ (5,777)    $ 15,325


Real estate investments                     $194,386     $ 93,268    $ 76,924     $106,846    $ 89,436 $      -     $560,860


Additions to real estate investments        $  8,979     $ 25,256    $  5,875     $ 50,448    $ 38,231 $      -     $128,789


Total assets                                $195,609     $ 90,683    $ 80,765     $104,935    $ 86,190 $  4,927     $563,109
</TABLE>


(1)  Rental income in the Northern California and Northwest segments
includes interest earned from tenant notes receivable of $5 and $4,
respectively.
(2) ($16) in Corporate rental income represents rental refund and prior
year expense reimbursement for Academy Place (sold 10/97).

Note 6.  Fair Value of Financial Instruments

The carrying value of trade accounts payable and receivable approximate
fair value due to the short-term maturity of these instruments.
Management has determined that the market value of the $180,575,000 fixed
rate debt is approximately $176,602,000 based on the terms of existing
debt compared to those available in the marketplace.  Variable rate debt
bears interest at current market rates.

Note 7.  Earnings per Share

Following is a reconciliation of earnings per share:
<TABLE>
<S>                                                       <C>             <C>             <C>             <C>
                                                           Three Months Ended June 30,          Six Months Ended June 30,

                                                              1999            1998             1999            1998
Basic:
Income before extraordinary item                           $    15,565     $     7,868     $    24,376     $    15,325
Extraordinary item-loss on early extinguishment of debt           (298)           -               (298)           -

Net income                                                 $    15,267     $     7,868     $    24,078     $    15,325

Weighted average number of shares - basic                   21,784,185      22,615,685      22,138,529      22,599,864

Income before extraordinary item                           $      0.71     $      0.35     $      1.10     $      0.68
Extraordinary item-loss on early extinguishment of debt          (0.01)           -              (0.01)           -

Net income                                                 $      0.70     $      0.35     $      1.09     $      0.68

Diluted:
Income before extraordinary item                           $    15,565     $     7,868     $    24,376     $    15,325
Add: Minority interest                                              34              28              65              57
Extraordinary item-loss on early extinguishment of debt           (298)           -               (298)           -

Net income for diluted earnings per share                  $    15,301     $     7,896     $    24,143     $    15,382

Weighted average number of shares (from above)              21,784,185      22,615,685      22,138,529      22,599,864

Weighted average shares of dilutive stock
  options using average period stock price
  under the treasury stock method                               69,571         225,267          61,490         252,527
Weighted average shares issuable upon the
    conversion of operating partnership units                   86,888          89,809          86,888          92,415
Weighted average number of shares -
    assuming dilution                                       21,940,644      22,930,761      22,286,907      22,944,806

Income before extraordinary item                           $      0.71     $      0.34     $      1.09     $      0.67
Extraordinary item-loss on early extinguishment of debt          (0.01)           -              (0.01)           -

Net income for diluted earnings per share                  $      0.70     $      0.34     $      1.08     $      0.67
</TABLE>


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

Results of Operations

The Company's operations consist of developing, owning and operating
industrial and suburban office properties located primarily in the
Western United States.

Increases in revenues, expenses and net income in the three and six
months ended June 30, 1999 when compared with the same periods in 1998
were due primarily to property additions during 1999 and 1998, offset
in part by the sale of operating properties as follows:
<TABLE>
<S>              <C>                       <C>          <C>                       <C>
                  Activities from January 1, 1998        Activities from July 1, 1998
                         to June 30, 1998                       to June 30, 1999
                       Number of            Square            Number of            Square
                  Operating Properties       Feet        Operating Properties       Feet

Acquisitions
   Industrial              8                442,000               10                 691,000
   Office                  3                318,000                4                 397,000

                          11                760,000               14               1,088,000

Sales
   Industrial              -                      -                1                  25,000
   Office                  -                      -                1                 114,000

                           -                      -                2                 139,000
</TABLE>

Three Months Ended June 30, 1999 Compared with Three Months Ended June 30, 1998

Income from Property Operations
Income from property operations (defined as rental income less rental
expenses) increased $3,290,000 or 30% in 1999 compared with 1998.
This is due to an increase in rental income of $5,228,000 partially
offset by an increase in rental expenses (which include operating
expenses, real estate taxes and depreciation and amortization) of
$1,938,000.

The increase in rental income and expenses is primarily attributable
to properties acquired and, to a lesser extent, properties developed
during 1999 and 1998.  These activities  increased rental income and
rental expenses in 1999 by $4,378,000 and $2,194,000, respectively, as
compared to 1998.  This was partially offset by the sale of one
industrial property in March 1999 and one office property in June 1999
which resulted in a reduction in rental income and rental expenses of
$194,000 and $188,000, respectively.  The remaining increase in rental
income is due to increased occupancy in 1999 as compared to 1998, as
well as an overall increase in rental rates.

Expenses
Interest expense, which includes amortization of loan fees, increased
$2,373,000 or 107% in 1999 compared with 1998.  The increase is
attributable to the Company's higher level of borrowings and related
costs to finance the property additions during 1998 and 1999 and the
repurchase of shares since December 1998.  The amortization of loan
fees was $466,000 and $259,000 in the second quarter of 1999 and 1998,
respectively.  General and administrative expenses increased $262,000
or 30% in 1999 compared with 1998.  The increase is attributable to
the Company's use of an outside investor relations firm in 1999.

Gain on sale
In March 1999, the Company sold 417 Eccles in South San Francisco,
California, for a net sales price of $1,789,000, which resulted in a
gain of approximately $568,000.  In June 1999, the Company sold
Woodlands Tower II in Salt Lake City, Utah, for a net sales price of
$13,122,000, which resulted in a gain of approximately $6,998,000.  This

sale was completed as part of a tax-deferred exchange, under Section
1031 of the Internal Revenue Code, in which the Company acquired three
properties.  In June 1999, the Company also sold Oak Ridge Land in
Vista, California, for a net sales price of $423,000, which resulted
in a gain of approximately $45,000.

Six Months Ended June 30, 1999 Compared with Six Months Ended June 30, 1998

Income from Property Operations
Income from property operations increased $6,309,000 or 30% in 1999
compared with 1998.  This is due to an increase in rental income of
$11,226,000 partially offset by an increase in rental expenses (which
include operating expenses, real estate taxes and depreciation and
amortization) of $4,917,000.

The increase in rental income and expenses is primarily attributable
to properties acquired and, to a lesser extent, properties developed
during 1999 and 1998.  These activities  increased rental income and
rental expenses in 1999 by $9,583,000 and $4,923,000, respectively, as
compared to 1998.  This was partially offset by the sale of one
industrial property in March 1999 and one office property in June 1999
which resulted in a reduction in rental income and rental expenses of
$158,000 and $136,000, respectively.  The remaining increase in rental
income and expense is due to increased occupancy in 1999 as compared
to 1998, as well as an overall increase in rental rates.

Expenses
Interest expense, which includes amortization of loan fees, increased
$4,600,000 or 121% in 1999 compared with 1998.  The increase is
attributable to the Company's higher level of borrowings and related
costs to finance the property additions during 1998 and 1999 and the
repurchase of shares since December 1998.  The amortization of loan
fees was $767,000 and $512,000 in the first six months of 1999 and
1998, respectively.  General and administrative expenses increased
$249,000 or 15% in 1999 compared with 1998.  The increase is
attributable to the Company's use of an outside investor relations
firm in 1999.

Gain on sale
In March 1999, the Company sold 417 Eccles in South San Francisco,
California, for a net sales price of $1,789,000, which resulted in a
gain of approximately $568,000.  In June 1999, the Company sold
Woodlands Tower II in Salt Lake City, Utah, for a net sales price of
$13,122,000, which resulted in a gain of approximately $6,998,000.
This sale was completed as part of a tax-deferred exchange, under
Section 1031 of the Internal Revenue Code, in which the Company
acquired three properties.  In June 1999, the Company also sold Oak
Ridge Land in Vista, California, for a net sales price of $423,000,
which resulted in a gain of approximately $45,000.

Liquidity and Capital Resources

In June 1998, the Company amended and restated its secured revolving
credit facility with Bank of America.  Under this facility, which
matures June 15, 2001, the Company can borrow up to $175 million on a
secured basis.  The facility contains an unsecured sub-line of $50
million.  Secured loans bear interest at a floating rate equal to
either the lender's published "reference rate" or LIBOR plus a margin
ranging from 1.10% to 1.35% depending on the Company's leverage level.
The interest rate on the unsecured loans is either the lender's
published "reference rate" or LIBOR plus a margin of 1.50%.  As of
June 30, 1999, the Company was in compliance with the covenants and
requirements of its revolving credit facility, which had an
outstanding balance of $93,984,000 and remaining availability of
$77,958,000.

In February 1999, the credit facility was restructured to include a
$30 million bridge facility which bore the same interest rate as the
$175 million facility.  In May 1999, the Company obtained a total of
$108 million of new first mortgage financing from Teachers Insurance
and Annuity Association of America (TIAA).  The proceeds from the
mortgage loans were used to pay off and retire the $30 million bridge
facility and pay down the outstanding balance on its $175 million line
of credit.


The financing of the TIAA Mortgage consists of a $43.45 million 10-
year loan, a $37.20 million 8-year loan, and a $27.35 million 6-year
loan.  The mortgage financing is secured by 16 properties, together
with the rental proceeds from such properties.  These mortgage loans
bear interest at a fixed rate of 7.17%.

The Company anticipates that the cash flow generated by its real
estate investments and funds available under the above credit facility
will be sufficient to meet its short-term liquidity requirements.

During the six months ended June 30, 1999, the Company's operating
activities provided cash flow of $18,520,000.  Investing activities
utilized cash of $47,051,000 for real estate acquisitions, offset by
proceeds from real estate sales of $15,334,000.  Financing activities
provided net cash flow of  $13,225,000 consisting of the net proceeds
from bank borrowings and mortgage loans of $168,180,000 and net
proceeds from the exercise of stock options of $1,087,000, offset by
repayment of bank borrowings and mortgage loans of $122,056,000,
payment of dividends and distributions of $16,058,000, and the
repurchase of 1,126,125 shares of common stock for $17,928,000.

The Company expects to fund the cost of acquisitions, capital
expenditures, costs associated with lease renewals and reletting of
space, repayment of indebtedness, and development of properties from
(i) cash flow from operations, (ii) borrowings under the credit
facility and, if available, other indebtedness (which may include
indebtedness assumed in acquisitions), (iii) the sale of certain real
estate investments, and (iv) the sale of equity securities and,
possibly, the issuance of equity securities in connection with
acquisitions.

The ability to obtain mortgage loans on income producing property is
dependent upon the ability to attract and retain tenants and the
economics of the various markets in which the properties are located,
as well as the willingness of mortgage-lending institutions to make
loans secured by real property.  The ability to sell real estate
investments is partially dependent upon the ability of purchasers to
obtain financing at commercially reasonable rates.

Potential Factors Affecting Future Operating Results

At the present time, borrowings under the Company's bank credit
facility bear interest at a floating rate.  The Company recognizes
that its results from operations may be impacted negatively by future
increases in interest rates and any additional borrowings to finance
additional property acquisitions.

While the Company has historically been successful in renewing and
reletting space, the Company is subject to the risk that certain
leases expiring in 1999 and beyond may not be renewed or the terms of
renewal may be less favorable to the Company than current lease terms.
The Company expects to incur costs in making improvements or repairs
to its portfolio of properties required by new or renewing tenants and
expects to incur expenses associated with brokerage commissions
payable in connection with the reletting of space.

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

Inflation

Most of the leases require the tenants to pay their share of operating
expenses, including common area maintenance, real estate taxes and
insurance, thereby reducing the Company's exposure to increases in
costs and operating expenses resulting from inflation.  Inflation,
however, could result in an increase in the Company's borrowing and
other operating expense.


Dividends

Common stock dividends declared for the first and second quarters of
1999 were $0.36 and $0.39 per share, respectively.  Distributions
declared for the first and second quarters of 1999 were $0.36 and
$0.39 per OP Unit, respectively.  Consistent with the Company's
policy, dividends and distributions were paid in the quarter after the
quarter in which they were declared.

Government Regulations

The Company's properties are subject to various federal, state and
local regulatory requirements such as local building codes and other
similar regulations.  The Company believes its properties are
currently in substantial compliance with all applicable regulatory
requirements, although expenditures at its properties may be required
to comply with changes in these laws.  No material expenditures are
contemplated at this time in order to comply with any such laws or
regulations.

Under various federal, state and local laws, ordinances and
regulations, an owner or operator of real estate is liable for  the
costs of removal or remediation of certain hazardous or toxic
substances released on, above, under, or in such property.  Such laws
often impose such liability without regard to whether the owner knew
of, or was responsible for, the presence of such hazardous or toxic
substances.  The costs of such removal or remediation could be
substantial.

Additionally, the presence of such substances or the failure to
properly remediate such substances may adversely affect the owner's
ability to borrow using such real estate as collateral.

The Company believes that it is in compliance in all material respects
with all federal, state and local laws regarding hazardous or toxic
substances, and the Company has not been notified by any governmental
authority of any non-compliance or other claim in connection with any
of its present or former properties.  The Company does not anticipate
that compliance with federal, state and local environmental protection
regulations will have any material adverse impact on the financial
position, results of operations or liquidity of the Company.  There
can be no assurance, however, that future discoveries or events at the
Company's properties, or changes to current environmental regulations,
will not result in such a material adverse impact.

Financial Performance

Management considers Funds From Operations (FFO) to be one measure of
the performance of an equity REIT.  FFO during the three and six
months ended June 30, 1999 amounted to $11,489,000 and $22,735,000,
respectively.  During the same periods in 1998, FFO amounted to
$10,209,000 and $19,750,000, respectively.  FFO is used by financial
analysts in evaluating REITs and can be one measure of a REIT's
ability to make cash distributions.  Presentation of this information
provides the reader with an additional measure to compare the
performance of REITs.  FFO is generally defined by the National
Association of Real Estate Investment Trusts as net income (loss)
(computed in accordance with generally accepted accounting
principles), excluding gains (losses) from debt restructurings, sales
of property and non-recurring items, plus depreciation and
amortization, and after adjustments for unconsolidated partnerships
and joint ventures.  FFO was computed by the Company in accordance
with this definition.  FFO does not represent cash generated by
operating activities in accordance with generally accepted accounting
principles; it is not necessarily indicative of cash available to fund
cash needs and should not be considered as an alternative to net
income (loss) as an indicator of the Company's operating performance
or as an alternative to cash flow as a measure of liquidity.
Further, FFO as disclosed by other REITs may not be comparable to the
Company's presentation.

                                    Three Months Ended     Six Months Ended
                                          June 30,              June 30,
                                    1999        1998       1999      1998

Funds From Operations
  (in thousands):

  Net Income                       $15,267    $ 7,868     $24,078   $15,325

  Add Back:
    Depreciation and Amortization    2,933      2,313       5,905     4,368
    Minority Interest                   34         28          65        57
    Extraordinary Item                 298       -            298      -

  Less Gain on Sale                 (7,043)      -         (7,611)     -

  Funds From Operations            $11,489    $10,209     $22,735   $19,750

Year 2000 Compliance

In 1997 the Company purchased and put in place new information system
hardware and software to accommodate the rapid growth of its real
estate portfolio.  The Company believes the new information system
hardware and software is Year 2000 compliant.  In addition, the
Company has evaluated Year 2000 compliance risk relative to operations
of its rental properties, and retained the services of a team of
consultants.  These consultants have been conducting a survey of the
Company's outside relationships (e.g., tenants, vendors and creditors)
to assess their state of readiness in regards to Year 2000 compliance.
The survey indicates that a majority of these parties' information
systems are or will be Year 2000 compliant.  In addition, the Company
is performing a detailed Information Technology review of its key
outside relationships.  As of June 30, 1999, the Company has spent
approximately $25,000 on surveys and systems reviews and expects to
spend approximately $60,000 during the third quarter of 1999.  The
Company is in the process of developing a contingency plan in the
event of non-compliance.  The Company believes that Year 2000
compliance will not have a material impact on the Company's financial
statements.


ITEM 3.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to interest rate changes primarily as a result
of its line of credit and long-term debt used to maintain liquidity
and fund capital expenditures and expansion of the Company's real
estate investment portfolio and operations.  The Company's interest
rate risk management objective is to limit the impact of interest rate
changes on earnings and cash flows and to lower its overall borrowing
costs.  To achieve its objectives the Company balances its borrowings
between fixed and variable rate debt.  The Company does not enter into
derivative or interest rate transactions for speculative purposes.

The Company's interest rate risk is monitored using a variety of
techniques.  The table below presents the principal amounts, weighted
average interest rates, fair values and other terms required by year
of expected maturity to evaluate the expected cash flows and
sensitivity to interest rate changes (in thousands):
<TABLE>
<S>                          <C>        <C>        <C>        <C>       <C>       <C>           <C>         <C>
                                                                                                                Fair
                               2000       2001       2002       2003      2004     Thereafter      Total       Value

Fixed rate debt               $2,888     $ 3,104    $26,062    $21,009   $2,851     $124,661     $180,575    $176,602
Average interest rate          7.27%       7.27%      7.47%      7.05%    7.27%        7.24%        7.25%       7.75%

Variable rate LIBOR debt        -        $93,984       -          -        -            -        $ 93,984    $ 93,984
Average interest rate           -          6.38%       -          -        -            -           6.38%       6.38%

Variable rate prime debt      $1,783        -          -          -        -            -        $  1,783    $  1,783
Average interest rate          8.00%        -          -          -        -            -           8.00%       8.00%
</TABLE>
As the table incorporates only those exposures that exist as of June
30, 1999, it does not consider those exposures or positions which
could arise after that date.  Moreover, because firm commitments are
not presented in the table above, the information presented therein
has limited predictive value.  As a result, the Company's ultimate
realized gain or loss with respect to interest rate fluctuations will
depend on the exposures that arise during the period, the Company's
hedging strategies at that time, and interest rates.

PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

   None

Item 2.  CHANGES IN SECURITIES

   None

Item 3.  DEFAULTS UPON SENIOR SECURITIES

   None

Item 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

The Company held its annual stockholders' meeting on May 13, 1999, to
consider the following proposals:

   1.   Election of seven directors by the holders of
        the Common Stock for the ensuing year.

   2.   To ratify the appointment by the Board of
        Directors of the Company's independent public
        accountants for the year ending December 31,
        1999.

All proposals were approved.  Following are the results of the voting
for proposals 1 and 2:

                                                   For      Withheld    Abstain

1. To elect seven directors to serve until the
   next annual meeting of stockholders

        Claude M. Ballard                        20,725,121  25,731
        Peter B. Bedford                         20,727,795  24,057
        Anthony M. Downs                         20,722,665  29,187
        Thomas G. Eastman                        20,724,295  27,557
        Anthony M. Frank                         20,724,865  26,987
        Thomas H. Nolan                          20,724,295  27,557
        Martin I. Zankel                         20,567,189 184,663

2. To ratify the appointment by the Board of
   Directors of the Company's independent
   public accountants                            20,719,106  15,224      17,520

Item 5.  OTHER INFORMATION

   None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

A. Exhibits
   Exhibit No.    Exhibit

     3.1        Charter of the Company, as amended, is incorporated
                herein by reference to Exhibit 3.1 to the Company's
                Quarterly Report on Form 10-Q for the quarter ended
                June 30, 1997.

     3.2        Amended and Restated Bylaws of the Company are
                incorporated herein by reference to Exhibit 3.2 to
                the Company's Quarterly Report on Form 10-Q for the
                quarter ended September 30, 1995.

     10.22*     Promissory Note made as of May 28, 1999, by and
                between Bedford Property Investors, Incorporated and
                Teachers Insurance and Annuity Association of
                America.

     10.23*     Promissory Note made as of May 28, 1999, by and
                between Bedford Property Investors, Incorporated and
                Teachers Insurance and Annuity Association of
                America.

     10.24*     Promissory Note made as of May 28, 1999, by and
                between Bedford Property Investors, Incorporated and
                Teachers Insurance and Annuity Association of
                America.

     27*        Financial Data Schedules

* Filed herewith

B.   Reports on Form 8-K

     The Company filed on May 11, 1999, a report on Form 8-K dated
     May 11, 1999, reporting items 5 and 7.

     The following financial statements were filed: (i) Historical
     Summary of Gross Income and Direct Operating Expenses for
     Cabrillo Executive Center, Parkpoint Business Center,
     Cimarron Business Park and Texaco Building for the year ended
     December 31, 1997, and (ii) pro forma income statement
     showing the effect resulting from all the Company's
     acquisitions through December 31, 1998.

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 of the undersigned, hereunto duly authorized.

Dated: July 30, 1999

     BEDFORD PROPERTY INVESTORS, INC.
                (Registrant)


   By:  /s/ HANH KIHARA
        Hanh Kihara
        Senior Vice President and
        Chief Financial Officer


   By:  /s/ KRISTA K. ROWLAND
        Krista K. Rowland
        Vice President Controller