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 September 30, 1997.

___  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  (510)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 November 14, 1997
Common Stock, $0.02 par value                            21,631,367

<PAGE>
                 BEDFORD PROPERTY INVESTORS, INC.

                              INDEX



PART I.  FINANCIAL INFORMATION                                        Page

ITEM 1.  FINANCIAL STATEMENTS

Statement                                                               1

Consolidated Balance Sheets as of September 30, 1997
and December 31, 1996                                                   2

Consolidated Statements of Income for the three and nine months ended 
September 30, 1997 and 1996                                             3

Consolidated Statements of Stockholders' Equity for the year ended 
December 31, 1996 and the nine months ended September 30, 1997          4

Consolidated Statements of Cash Flows for the nine months ended 
September 30, 1997 and 1996                                             5

Notes to Consolidated Financial Statements                              6-10



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's Discussion and Analysis of Results of Operations 
and Financial Condition                                                 10-14


PART II.  OTHER INFORMATION

ITEMS 1 - 6                                                             15-16

SIGNATURES                                                              16

Exhibit 11                                                              17

Exhibit 27                                                              18

<PAGE>
                 BEDFORD PROPERTY INVESTORS, INC.


PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



                            STATEMENT

The 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. 
Such adjustments are of a normal recurring nature.  These financial
statements should be read in conjunction with the notes to financial
statements appearing in the annual report to stockholders for the year
ended December 31, 1996.

                                <PAGE>
<TABLE>
                BEDFORD PROPERTY INVESTORS, INC.
            CONSOLIDATED BALANCE SHEETS (Unaudited)
       (in thousands, except share and per share amounts)
<S>                                                     <C>                    <C>
                                                         September 30,          December 31,  
                                                             1997                   1996


Assets:
   Industrial buildings                                    $215,842               $164,674 
   Office buildings                                         145,187                 53,071 
   Retail Buildings                                            -                     6,281 
   Operating Properties Held for Sale                         6,281                   -      
   Industrial Properties under Development                   16,123                  5,388 

                                                            383,433                229,414 
   Less accumulated depreciation                              7,379                  4,913 

                                                            376,054                224,501 

Cash                                                          1,042                  1,328 
Other Assets                                                  8,157                  5,995 


                                                           $385,253               $231,824 


Liabilities and Stockholders' Equity:
Bank loan payable                                            97,645                 46,097 
Mortgage loan payable                                        60,455                 51,850 
Accounts payable and accrued expenses                         6,900                  2,214 
Dividend and distributions payable                            4,628                  2,827 
Other liabilities                                             3,256                  3,371 


     Total liabilities                                      172,884                106,359 


Redeemable preferred shares:
  Series A convertible preferred stock, par value
   $0.01 per share; authorized 10,000,000 shares;
   issued and outstanding 8,333,334 shares;
   aggregate redemption amount $50,000;
   aggregate liquidation preference $52,500.                 50,000                 50,000 


Minority interest in consolidated partnership                 1,497                  1,709 


Common Stock and other stockholders' equity:
  Common stock, par value $0.02 per share;
   authorized 50,000,000 shares in 1997, and 
     15,000,000 shares in 1996; issued and
   outstanding 11,164,700 shares in 1997 and
   6,526,325 shares in 1996                                     223                    131 
Additional paid-in capital                                  223,104                147,622 
Accumulated losses and distributions in
  excess of net income                                      (62,455)               (73,997)


     Total stockholders' equity                             160,872                 73,756 


                                                           $385,253               $231,824 
</TABLE>

 See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
                BEDFORD PROPERTY INVESTORS, INC.
               CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                          (Unaudited)
       (in thousands, except share and per share amounts)

<S>                                                       <C>             <C>               <C>               <C>
                                                                   Three Months                       Nine Months

                                                                1997           1996              1997               1996


Property operations:
   Rental income                                               $12,789         $7,090            $32,472           $19,168
   Rental expenses:
        Operating expenses                                       1,973          1,483              4,996             3,797 
        Real estate taxes                                          993            589              2,708             1,823   
        Depreciation and amortization                            1,528            788              3,902             2,114


Income from property operations                                  8,295          4,230             20,866            11,434 

General and administrative expenses                               (469)          (414)            (1,586)           (1,341)
Interest income                                                     73             43                217               105 
Interest expense                                                (2,877)          (927)            (5,909)           (2,692)


Income before minority interest and gain on sale                 5,022          2,932             13,588             7,506 

Gain on sale                                                    10,787           -                10,787               359  
Minority interest                                                  (28)          -                   (79)             -     


Net income                                                     $15,781         $2,932            $24,296           $ 7,865


Net income applicable to common stockholders(1)                $14,531         $1,807            $20,796           $ 4,490 


Primary earnings per common and
   common equivalent share                                     $  1.27         $ 0.27            $  1.95           $  0.87


Primary weighted average number of
   common and common equivalent shares                      11,436,417      6,601,527         10,639,113         5,161,087


Earnings per common share - assuming          
   full dilution                                               $  1.00         $ 0.27            $  1.63           $  0.84 
            

Weighted average number of common
   shares - assuming full dilution                          15,751,338     10,782,393         14,972,966         9,323,223
</TABLE>


(1)     Reflects reduction for quarterly dividends on the $50,000 series
        A convertible preferred stock.

See accompanying notes to consolidated financial statements.



<TABLE>
                 BEDFORD PROPERTY INVESTORS, INC.
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
               FOR THE YEAR ENDED DECEMBER 31, 1996
    AND THE NINE MONTHS ENDED SEPTEMBER 30, 1997 (Unaudited)
             (in thousands, except per share data)
<S>                                              <C>            <C>                <C>                 <C>
                                                                                                               Total
                                                                                      Accumulated             common
                                                                                       losses and          stock and
                                                                 Additional         distributions       other stock-
                                                  Common            paid-in          in excess of           holders'
                                                   stock            capital            net income             equity

Balance, December 31, 1995                        $   61          $107,214             $(74,840)           $ 32,435 

Issuance of common stock                              70            43,778                 -                 43,848 

Costs of issuance of preferred stock                 -                -                      (2)                 (2)

Costs of issuance of common stock                    -              (3,370)                -                 (3,370)

Net income                                           -                -                  11,021              11,021  

Dividends to common stockholders
    ($1.00 per share)                                -                -                  (5,671)             (5,671)

Distributions to limited partnership unit 
    holders                                          -                -                      (5)                 (5)

Dividends to preferred stockholders (9%)             -                -                  (4,500)             (4,500)

Balance, December 31, 1996                         $ 131          $147,622             $(73,997)           $ 73,756 

Issuance of common stock                              92            80,219                 -                 80,311 

Costs of issuance of common stock                    -              (4,692)                -                 (4,692)

Redemption of partnership units                      -                 (45)                -                    (45)

Net income                                           -                -                  24,296              24,296 

Dividends to common shareholders
  ($0.83 per share)                                  -                -                  (9,254)             (9,254)

Dividends to preferred shareholders                  -                -                  (3,500)             (3,500)

Balance September 30, 1997                         $ 223          $223,104             $(62,455)           $160,872 

</TABLE>
See accompanying notes to consolidated financial statements.
                                 
<TABLE>
                BEDFORD PROPERTY INVESTORS, INC.
             CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited)
                         (in thousands)

<S>                                                             <C>               <C>
                                                                     1997                1996 


Operating Activities:
  Net income                                                       $24,296             $ 7,865
  Adjustments to reconcile net income to net cash 
     provided by operating activities:
    Minority Interest                                                   79                -     
    Depreciation and amortization                                    4,602               2,643 
    Gain on sale of real estate investments                        (10,787)               (359)
    Change in other assets                                          (3,126)             (2,829)
    Change in accounts payable and
      accrued expenses                                                 840                 898 
    Change in other liabilities                                        152                 470 


Net cash provided by operating activities                           16,056               8,688 


Investing Activities:
  Investments in real estate                                      (156,566)            (56,311)
  Change in accounts payable and accrued expenses                      879                - 
  Proceeds from sale of real estate investments                     24,938                 922 

Net cash used by investing activities                             (130,749)            (55,389)


Financing Activities:
  Proceeds from bank loan                                          131,501              55,092 
  Proceeds from mortgage loan                                         -                 25,000 
  Repayments of bank loan                                          (81,115)            (67,588)
  Repayments of mortgage loans                                        (309)               -      
  Proceeds from issuance of common stock                            75,619              40,597 
  Redemption of partnership units                                     (257)               -      
  Payment of dividends                                             (11,032)             (6,300)

Net cash provided by financing activities                          114,407              46,801 

Net increase (decrease) in cash                                       (286)                100 
Cash at beginning of period                                          1,328               1,027 

Cash at end of period                                            $   1,042            $  1,127 

Supplemental disclosure of cash flow information:
a)  Non cash investing and financing activities:
      Debt incurred with real estate acquired                    $   8,972            $    433 
      Note receivable from the sale of real estate investments   $    -               $     50 

b)  Cash paid during the period for interest                     $   5,382            $  2,125 
</TABLE>
See accompanying notes to consolidated financial statements.
                BEDFORD PROPERTY INVESTORS, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                
                                
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 financial statements have been prepared in
accordance with the instructions to Form 10-Q and, therefore, do not
include all information and footnotes necessary for a fair presentation
of financial condition, results of operations, and cash flows in
conformity with generally accepted accounting principles. 

Per Share Data

Per share data are based on the weighted average number of common and
common equivalent shares outstanding during the period.  Per share data
reflects the retroactive application of the one-for-two reverse stock
split which took place on March 29, 1996.  Stock options issued under the
Company's stock option plans are considered common stock equivalents and
are included in the calculation of per share data  if, upon exercise,
they would have a dilutive effect.  The fully diluted earnings per share
calculation assumes conversion of the Series A Convertible Preferred
Stock of the Company and redemption of the limited partnership units of
Bedford Realty Partners, L.P. for shares of common stock.  Dividends accrued
on the Series A Convertible Preferred Stock are deducted from net income
for purposes of determining net income applicable to common stockholders.
On October 14, 1997, the issued and outstanding 8,333,334 shares of the 
Series A Convertible Preferred Stock were converted to 4,166,667 shares of 
common stock, which conversion will have a dilutive effect.   If converted or
redeemed, the limited partnership units would also have a similar
dilutive effect.  

Recent Accounting Pronouncements

The Company will adopt the provisions of Statement of Financial
Accounting Standards No. 128 (SFAS 128), Earnings per Share, for
financial statements for periods ending after December 15, 1997.  Earlier
application is not permitted.  After the effective date, all prior period
EPS data presented will be restated to conform with the provisions of
SFAS 128.  Had the Company applied the provisions of SFAS 128 to the
September 30, 1997 unaudited financial statement, the difference from the
results presented would have been immaterial. 

In June 1997, the FASB issued Financial Accounting Standard No. 130 (SFAS
130), Reporting Comprehensive Income.  SFAS 130 is effective with the
year-end 1998 financial statements; however, the total comprehensive
income is required in the financial statements for interim periods
beginning in 1998.  In June 1997, the FASB issued Financial Accounting
Standard No. 131, Disclosure About Segments of An Enterprise and Related
Information.  SFAS 131 is effective with the year-end 1998 financial
statements.  Management believes that the adoption of these statements
will not have a material impact on the Company's financial statements.

Note 2. Real Estate Investments

As of September 30, 1997, the Company's real estate investments were
diversified by property type as follows (dollars in thousands):
<TABLE>
<S>                                           <C>                   <C>               <C>
                                               Number of              
                                               Properties            Cost              % of Total


Industrial Buildings                               45                $215,842              56
Office Buildings                                   17                 145,187              38
Operating Properties Held for Sale                  1                   6,281               2
Industrial Properties Under Development             5                  16,123               4


Total                                              68                $383,433             100
</TABLE>

<PAGE>
The following table sets forth the Company's real estate investments as
of September 30, 1997 (in thousands):
<TABLE>
<S>                                                        <C>         <C>          <C>             <C>              <C>
                                                                                     Development             Less 
                                                                                              In      Accumulated
                                                                Land    Building        Progress     Depreciation       Total
Industrial
Northern California                                         $ 41,728    $  89,191             -           $ 2,818     $128,101
Southern California                                           12,866       28,852             -             1,203       40,515
Denver                                                         1,911        3,171             -               133        4,949
Arizona                                                        5,340       10,164             -               183       15,321
Greater Portland Area                                          2,652        8,194             -               391       10,455
Greater Kansas City Area                                       2,254        9,519             -               585       11,188

Total Industrial                                              66,751      149,091             -             5,313      210,529

Suburban Office
Northern California                                            1,763        4,946             -               230        6,479
Southern California                                            8,816       17,076             -               243       25,649
Salt Lake City                                                   359        6,462             -               705        6,116
Greater Kansas City Area                                       2,518        4,043             -               179        6,382
Greater Seattle Area                                          15,116       30,225             -               302       45,039
Reno                                                           2,102       10,374             -                95       12,381
Austin                                                         2,766        7,029             -                52        9,743
Arizona                                                       11,415       20,177             -               150       31,442


Total Suburban Office                                         44,855      100,332             -             1,956      143,231

Properties Held for Sale
Colorado Springs                                               2,890        3,391             -               110        6,171

Total Properties Held for Sale                                 2,890        3,391             -               110        6,171

Industrial Properties Under Development
Northern California                                             -            -              10,253           -          10,253
Arizona                                                         -            -               3,084           -           3,084
Greater Kansas City Area                                        -            -               2,786           -           2,786


Total Industrial Properties Under Development                   -            -              16,123  (1)      -          16,123
                                                                        
Total                                                       $114,496     $252,814          $16,123         $7,379     $376,054
</TABLE>
 
(1) Total Development in Progress of $16,123,000 includes $404,000 of
capitalized interest.

<PAGE>
The Company internally manages all but 8 of its properties from its
regional offices in Lafayette, California; San Jose, California; Tustin,
California; Phoenix, Arizona; Lenexa, Kansas; and Bellevue, Washington. 
For the eight properties located in markets not served by a regional
office, the Company has subcontracted on-site management to local firms. 
All financial record-keeping is centralized at the Company's corporate
office in Lafayette, California.

Note 3.  Consolidated Partnership

In December 1996 the Company formed Bedford Realty Partners, L.P. (the
"Operating Partnership"), with the Company as the sole general partner,
for the purpose of acquiring real estate.  In exchange for contributing
a property into the Operating Partnership, the owners of the property
received limited partnership units ("OP Units").  A limited partner can
seek redemption of the OP Units at any time after 90 days.  The Company,
at its option, may redeem the OP Units by either (i) issuing common stock
at the rate of one share of common stock for each OP Unit, or (ii) paying
cash to a limited partner based on the average trading price of the
Company's common stock.  Each OP Unit is allocated partnership income and
cash flow at a rate equal to the dividend being paid by the Company on
a share of common stock.  Additional partnership income and cash flow is
allocated 99% to the Company and 1% to the limited partners.

This acquisition strategy is referred to as a "Down REIT" transaction;
as long as certain tax attributes are maintained, the income tax
consequences to a limited partner are generally deferred until such time
as the limited partner redeems their OP Units.

On December 17, 1996, the Company acquired a $3.6 million industrial
property located in Modesto, California utilizing the Operating
Partnership.  The sellers of the property received 108,495 OP Units.  In
March 1997, the Company redeemed 13,446 OP units for cash.  A director
of the Company was an 8% owner of the property and received 8,991 OP
units in connection with the Down REIT transaction.  This director did
not participate in the approval of the acquisition.  

Note 4.  Stock Options

In September 1995, the Company established a Management Stock Acquisition
program.  Under the program, options exercised by key members of
management within thirty days of the grant date may be exercised either
in cash or with a note payable to the Company.  Such note bears interest
at 7.5% or the Applicable Federal Rate as defined by the Internal Revenue
Service, whichever is higher.  The note is due in five years or within
ninety days from termination of employment, with interest payable
quarterly.  During 1996 and 1995, options for 155,000 shares of Common
Stock were exercised in exchange for notes payable to the Company,
bearing interest at 7.5%.  At September 30, 1997, the unpaid balance of
the notes was $1,475,095.  This amount is included in the accompanying
consolidated balance sheet as a reduction of additional paid-in capital.

Note 5.  Debt

Bank Loan Payable

In June 1997, the Company expanded its secured revolving credit facility
with Bank of America from $100 million to $150 million, maturing on June
1, 2000.  In September 1997, the credit facility was further expanded to
$175 million.  Under this facility, the Company can borrow up to $25
million on an unsecured basis.  The secured loans bear interest at a
floating rate equal to either the lender's published "reference rate" or
LIBOR plus 1.5%.  The interest rate of the unsecured loans is 25 basis
points higher than that of the secured loans.  The credit facility is
secured by mortgages on 32 properties (which properties collectively
accounted for approximately 50% of the Company's Annualized Base Rent and
approximately 44% of the Company's total assets as of September 30,
1997), together with the rental proceeds from such properties.

The daily weighted average amount owing to the bank was $45,802,000 and
$23,182,000 for the nine months ended September 30, 1997 and 1996,
respectively.  The weighted average interest rates in these periods were
7.43% and 8.13%, respectively.  The effective interest rate at September
30, 1997 was 7.40%.

Mortgage Loans Payable

Mortgage loans payable at September 30, 1997 consist of the following (in
thousands):

   Floating rate note due December 15, 1999
     current rate of 8.75%                        $ 1,830
   7.5% note due January 1, 2002                   24,767
   7.02% note due March 15, 2003                   25,000
   8.9% note due July 31, 2006                      8,858
                                                  $60,455

The mortgage loans are collaterized by 17 properties (which Properties
collectively accounted for approximately 28% of the Company's
Annualized Base Rent and approximately 22% of the Company's total assets
as of September 30, 1997).  

The following table presents scheduled principal payments on mortgage
loans as of September 30, 1997 (in thousands):

   Twelve months period ending September 30, 1998    $     731
   Twelve months period ending September 30, 1999        2,757
   Twelve months period ending September 30, 2000        1,028
   Twelve months period ending September 30, 2001        1,109
   Twelve months period ending September 30, 2002        1,195
                             Thereafter                 53,635
                                                       $60,455
 
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION

When used in the following discussion, 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 projected, 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.

Results of Operations

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

<PAGE>
Increases in revenues, expenses, net income and cash flows in the nine
months ended September 30, 1997 when compared with the same period in
1996 were due primarily to the acquisition and sale of operating
properties as follows:


                                         Number of                    Square
                                         Properties                    Feet  

   Acquisitions
     Industrial                              16                     1,450,000
     Office                                  11                     1,025,000

                                             27                     2,475,000

   Sales
     Industrial                               2                       186,000
     Office                                   2                       213,000
        
                                              4                       399,000


Three Months Ended September 30, 1997 Compared with Three Months Ended
September 30, 1996.

Income from Property Operations
Income from property operations (defined as rental income less rental
expenses) increased $4,065,000 or 96% in 1997 compared with 1996.  This
is due to an increase in rental income of $5,699,000 offset by an
increase in rental expenses (which include operating expenses, real
estate taxes and depreciation and amortization) of $1,634,000.

This increase in rental income and expenses is primarily attributable to
the acquisition of real estate investments.  This acquisition activity
increased rental income and rental expenses by $6,045,000 and $1,836,000,
respectively.  This was partially offset by the sale of two industrial
properties in December 1996 and two office properties in July 1997 which
generated a reduction in rental income and rental expenses of $976,000
and $630,000 respectively.

Expenses
Interest expense, which includes amortization of loan fees, increased
$1,950,000 or 210% in 1997 compared with 1996.  The increase is
attributable to the Company's higher level of borrowings to finance the
acquisition of properties in 1997, and higher financing costs incurred
in connection with the credit facility and mortgage loans.  The
amortization of loan fees was $209,000 and $172,000 in the third  quarter
of 1997 and 1996, respectively.  General and administrative expenses
increased $55,000 or 13% in 1997 compared with 1996, primarily the result
of managing a larger real estate portfolio.

Gain on Sale
In July 1997, the Company sold two of its Southern California office
properties for a sale price of approximately $25.8 million, which
resulted in a gain of $10,787,000.  Capital loss and net operating loss
carry forwards will be utilized to offset substantially all of the 1997
taxable income remaining after the deduction of dividends paid in 1997. 

Nine Months Ended September 30, 1997 Compared with Nine Months Ended
September 30, 1996.

Income from Property Operations
Income from property operations increased $9,432,000 or 83% in 1997
compared with 1996.  This is due to an increase in rental income of
$13,304,000 offset by an increase in rental expenses of $3,872,000.  This
increase in rental income and expenses is primarily attributable to the
acquisition of real estate investments.  This acquisition activity
increased rental income and rental expenses by $11,122,000 and
$3,379,000, respectively.  This was partially offset by the sale of two
industrial properties in 1996 and two office properties in 1997 which
generated a reduction in rental income and rental expenses of $1,068,000
and $525,000, respectively.

Expenses
Interest expense, which includes amortization of loan fees, increased
$3,217,000 or 119% for the first nine months of 1997 compared with the
same period in 1996.  The increase is attributable to the Company's
higher level of borrowings to finance the acquisition of properties in
1997, and higher financing costs incurred in connection with the credit
facility and mortgage loans.  The amortization of loan fees was $580,000
and $475,000 in the first nine months of 1997 and 1996, respectively. 
General and administrative expenses increased $245,000 or 18% for the
first nine months of 1997 compared with the same period in 1996,
primarily the result of managing a larger real estate portfolio. 

Gain on Sale
In July 1997, the Company sold two of its Southern California office
properties for a sale price of approximately $25.8 million, which
resulted in a gain of $10,787,000.  Capital loss and net operating loss
carry forwards will be utilized to  offset substantially all of the 1997
taxable income remaining after the deduction of dividends paid in 1997. 
In April 1996, the Company sold 3.6 acres of land adjacent to its
suburban office property in Utah for $1,000,000, receiving $950,000 in
cash and a $50,000 note.  The 10% interest bearing note was paid in 
April 1997.  The sale resulted in a gain of $359,000. 

Liquidity and Capital Resources

The Company completed the sale of 4,600,000 shares of common stock at $17
3/8 per share in February 1997 and 6,300,000 shares of common stock at
$19 5/8 per share in November 1997.  Net cash proceeds from these
offerings were used to pay off the outstanding borrowings under the
Company's credit facility.  The facility was amended and expanded to $150
million in June 1997.  It was further expanded to $175 million in
September 1997.  Under this facility, the Company can borrow up to $25
million on an unsecured basis.  The secured loans bear interest at a rate
of LIBOR plus 1.50% and the unsecured loans bear interest at LIBOR plus
1.75%.  The amended facility matures on July 1, 2000 and had no
outstanding balance at November 7, 1997.  The Company was in compliance
with the covenants and requirements of its revolving credit facility at
November 7, 1997. 

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 nine months ended September 30, 1997, the Company's operating
activities provided cash flow of $16,056,000.  Investing activities
utilized cash of $130,749,000 for real estate acquisitions.  Financing
activities provided cash flow of  $114,407,000.

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 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 credit facility bear
interest at a floating rate.  The Company anticipates that its results
from operations may be impacted negatively by future increases in
interest rates and substantial additional borrowings to finance
additional property acquisitions.

While the Company has historically been successful in renewing and
releasing space, the Company will be subject to the risk that certain
leases expiring in 1998 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.

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 costs.

Dividends

Common stock dividends declared for the third  quarter 1997 were $0.30
per share.  Distributions declared for the third quarter of 1997 were
$0.30 per OP Unit.  Consistent with the Company's policy, dividends and
distributions were paid in the quarter after they were declared.  In
addition, the Company declared an aggregate quarterly dividend of
$1,250,000  on the Series A Convertible Preferred Stock. The preferred
stock dividends were declared based on the rate payable with respect to
the common stock into which the Preferred Stock is convertible.   The
preferred stock dividends are due and payable 45 days after the quarter
end.

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.

Financial Condition

Management considers Funds From Operations (FFO) to be one measure of the
performance of an equity REIT.  FFO during the three and nine months
ended September 30, 1997 amounted to $6,550,000 and $17,490,000,
respectively.  During the same periods in 1996, FFO amounted to
$3,720,000 and $9,620,000, respectively.  Funds From Operations 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.  Funds From Operations generally is defined by the
National Association of Real Estate Investment Trusts as net income
(computed in accordance with generally accepted accounting principles),
excluding gains from debt restructurings and sales of property, plus
depreciation and amortization, and after adjustments for unconsolidated
partnerships and joint ventures.  Funds From Operations was computed by
the Company in accordance with this definition.  The Company's
computation of Funds From Operations may, however, differ from the
methodology for calculating Funds From Operations utilized by other
equity REIT's and, therefore, may not be comparable to such other REIT's. 
Funds From Operations does not represent cash generated by operating
activities in accordance with the 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
as an indicator of the Company's operating performance or as an
alternative to cash flow as a measure of liquidity. 

Subsequent Events

On October 9, 1997, the Company completed the acquisition of a research
and development building located in Vista, California comprised of 44,063
rentable square feet for an approximate purchase price of $3.0 million. 
In conjunction with the purchase, the Company also acquired an adjacent
1.36 acre parcel for approximately $360,000 upon which it plans to
construct a 20,000 square foot research and development building.

On October 14, 1997, the 8,333,334 shares of the Series A Convertible
Preferred Stock were converted to 4,166,667 shares of common stock.  

On October 16, 1997, the Company completed the acquisition of a five-
story office building located in Denver, Colorado, comprised of 90,712
rentable square feet and a separate parking structure for an approximate
purchase price of $16.5 million.  The purchase price also included an
adjacent 3.1 acre parcel of land that has entitlements allowing the
Company to build an additional 120,000 square feet of office space.

On October 22, 1997, the Company sold its retail property in Colorado for
a sale price of $7.5 million, which resulted in a gain of approximately
$748,000.

On November 4, 1997, the Company completed the acquisition of an
industrial building located in Tucson, Arizona comprised of 95,746
rentable square feet for an approximate purchase price of $5 million. 
In conjunction with the purchase, the Company also acquired an adjacent
2.3 acre parcel for approximately $100,000 upon which it plans to
construct a 25,000 square foot distribution building.

In November 1997, the Company completed the sale of 6,300,000 shares of
common stock at $19 5/8 per share.  A sale of an additional 945,000
shares of common stock at $19 5/8 per share may occur at any time up to
30 days after November 3, 1997.  Net cash proceeds from the offering were
used to pay off the outstanding borrowings under the Company's credit
facility.  The amended facility had no outstanding balance at November
7, 1997.

<PAGE>
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

   None

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 Registrant'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.

     10.19*     First Modification Agreement to Third Amended and
                Restated Credit Agreement among Bedford Property
                Investors, Inc., and Bank of America National Trust and
                Savings Association, as administrative agent for the
                Banks, dated September 8, 1997.

     11*        Statement of Computation of Earnings Per Share.

     27*        Financial Data Schedule

* Filed herewith

B.   Reports on Form 8-K

     During the quarter ended September 30, 1997, the Company filed
     on July 23, 1997, a report on Form 8-K dated July 10, 1997,
     reporting items 2 and 7 and announcing the acquisition of
     Orillia Office Park.

     During the quarter ended September 30, 1997, the Company filed
     on September 19, 1997, a report on Form 8-K/A dated July 10,
     1997, which amended items 5 and 7 of Form 8-K dated July 10,
     1997, regarding the acquisition of Orillia Office Park.  The
     following financial statements were filed: (i) Historical
     Summary of Gross Income and Direct Operating Expenses for
     Orillia Office Park for the year ended December 31, 1996 and
     (ii) pro forma financial statements showing the effect
     resulting from all the Company's acquisitions during 1997.

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:  November 14, 1997


     BEDFORD PROPERTY INVESTORS, INC.
                (Registrant)

   By:  /s/ SCOTT R. WHITNEY
        Scott R. Whitney
        Senior Vice President and
        Chief Financial Officer


   By:  /s/  HANH KIHARA
        Hanh Kihara
        Vice President and Controller
        (Principal Accounting Officer)

<PAGE>
<TABLE>
                           Exhibit 11
                                
                Bedford Property Investors, Inc.
         Statement of Computation of Earnings per Share
         (in thousands, except share and share amounts)
<S>                                              <C>               <C>              <C>                 <C>
                                                   Three Months                      Nine Months Ended 
                                                   Ended Sept. 30,                   Sept. 30,       
                                                      1997               1996              1997             1996
Primary:
   Net income                                       $ 15,781            $  2,932        $  24,296         $  7,865
   Less:Dividends on the Series A Convertible
          Preferred Stock                              1,250               1,125            3,500            3,375

   Net income applicable to common stockholders       14,531               1,807           20,796            4,490

   Weighted average shares outstanding            11,158,953           6,488,608       10,416,729        5,037,861
   Weighted average shares of dilutive stock 
     options using average stock price under 
     the treasury stock method                       277,464             112,919          222,384          123,226
   Primary weighted average number of common 
     and common equivalent shares outstanding     11,436,417           6,601,527       10,639,113        5,161,087

   Primary earnings per common
     and common equivalent share                    $   1.27            $   0.27        $    1.95         $   0.87

Fully Diluted:
   Net income applicable to common
     stockholders                                     14,531               1,807           20,796            4,490
   Add: Dividends on the Series A Convertible
          Preferred Stock                              1,250               1,125            3,500            3,375
          Minority interest                               28                -                  79             -     

   Net income                                         15,809               2,932           24,375            7,865

   Adjusted shares - primary, from above          11,436,417           6,601,527       10,639,113        5,161,087
   Weighted average shares issuable upon
     conversion of the Series A Convertible
     Preferred Stock                               4,166,667           4,166,667        4,166,667        4,166,667
   Additional weighted average shares of
     dilutive stock options using end of period
     stock price under the treasury stock method      53,205              14,199           67,704           (4,531)
   Weighted average shares issuable upon the 
     conversion of operating partnership 
     units(1)                                         95,049                -              99,482             -     
   Weighted average number of common shares 
     assuming full dilution                       15,751,338          10,782,393       14,972,966        9,323,223

   Earnings per common
     share - assuming full dilution                $    1.00           $    0.27       $     1.63        $    0.84
</TABLE>
(1)     Not applicable for the three and nine months ended, September 30,
        1996.  The Operating Partnership Units were issued in December
        1996.