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, 1998.

___  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 July 21, 1998
Common Stock, $0.02 par value              
                                                                    22,647,528 
                                                                    
<PAGE>
                 BEDFORD PROPERTY INVESTORS, INC.

                              INDEX



PART I.  FINANCIAL INFORMATION                            Page

ITEM 1.  FINANCIAL STATEMENTS

Statement                                                    1

Consolidated Balance Sheets as of June 30, 1998
and December 31, 1997                                        2

Consolidated Statements of Income for the three and six months ended 
June 30, 1998 and 1997                                       3

Consolidated Statements of Stockholders' Equity for the year ended 
December 31, 1997 and the six months ended June 30, 1998     4

Consolidated Statements of Cash Flows for the six months ended 
June 30, 1998 and 1997                                       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                                                  17

Exhibit 11                                                  18

Exhibit 27                                               19-20
<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, 1997.

                                <PAGE>
               BEDFORD PROPERTY INVESTORS, INC. 
                  CONSOLIDATED BALANCE SHEETS
     AS OF JUNE 30, 1998 AND DECEMBER 31, 1997 (Unaudited) 
      (in thousands, except share and per share amounts) 
 
                                           June 30, 1998    December 31, 1997 
Assets: 

Real estate investments: 
  Industrial buildings                        $283,662           $237,184 
  Office buildings                             203,328            170,948 
  Properties under development                  68,813             18,227
                                                      
  Land held for development                      5,057              5,712

                                               560,860            432,071 
   
  Less accumulated depreciation                 13,031              8,985 

                                               547,829            423,086 
Cash                                             1,505              1,361 
Other assets                                    13,775              9,456 


                                              $563,109           $433,903 


Liabilities and Stockholders' Equity:

Bank loan payable                              117,210              8,216 
Mortgage loans payable                          80,753             60,323 
Accounts payable and accrued expenses            5,434              6,026 
Dividend and distributions payable               7,502              6,804 
Other liabilities                                3,020              4,611 

    Total liabilities                          213,919             85,980 
   
Minority interest in consolidated partnership    1,369              1,497 

Stockholders' equity:
 Common stock, par value $0.02 per share;
   authorized 50,000,000 shares; issued and 
   outstanding 22,647,528 shares in 1998 and
   22,583,867 shares in 1997                       453                452 
 Additional paid-in capital                    408,527            408,209 
 Accumulated dividends in
    excess of net income                       (61,159)           (62,235)
      Total stockholders' equity               347,821            346,426 

                                              $563,109           $433,903 

See accompanying notes to consolidated financial statements.
<PAGE>
                BEDFORD PROPERTY INVESTORS, INC.
               CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited)
       (in thousands, except share and per share amounts)


                                        Three Months            Six Months

                                      1998       1997         1998       1997


Property operations:                                                    
   Rental income                    $17,118    $10,627      $32,479    $19,683 
   Rental expenses:
        Operating expenses            2,476      1,560        4,603      3,023 
        Real estate taxes             1,390        890        2,689      1,715 
        Depreciation and 
          amortization                2,313      1,248        4,368      2,374 


Income from property operations      10,939      6,929       20,819     12,571  

General and administrative expenses    (879)      (578)      (1,714)    (1,117)
Interest income                          46         44           93        144 
Interest expense                     (2,210)    (1,509)      (3,816)    (3,032)


Income before minority interest       7,896      4,886       15,382      8,566 
        
Minority interest                       (28)       (26)         (57)       (51) 


Net income                          $ 7,868    $ 4,860      $15,325    $ 8,515 


Net income applicable to
 common stockholders                $ 7,868    $ 3,735      $15,325    $ 6,265 


Basic earnings per share            $  0.35    $  0.34      $  0.68    $  0.62 


Weighted average number 
  of shares                      22,615,685 11,127,153   22,599,864 10,039,466


Earnings per common share - 
  assuming dilution                 $  0.34    $  0.31      $  0.67    $  0.59
            

Weighted average number of
   shares - assuming dilution    22,930,761 15,607,733   22,944,806 14,522,340 


See accompanying notes to consolidated financial statements.


                BEDFORD PROPERTY INVESTORS, INC. 
        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 
            FOR THE YEAR ENDED DECEMBER 31, 1997 AND
              THE SIX MONTHS ENDED JUNE 30, 1998 
           (in thousands, except per share amounts) 
                                
                                                   
                                                   
                                                       Accumulated       Total
                                         Additional      dividends      stock-
                               Common       paid-in   in excess of    holders'
                                stock       capital     net income      equity


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

Issuance of common stock          321       265,622          -         265,943 

Costs of issuance of
  common stock                      -        (4,990)         -          (4,990)

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

Net Income                          -          -           31,291       31,291 

Dividends to common stockholders
 ($1.13 per share)                  -          -          (16,029)     (16,029)

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


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

Issuance of common stock            1           318          -             319 

Net income                          -          -           15,325       15,325 

Dividends to common stockholders
 ($0.63 per share)                  -          -          (14,249)     (14,249)

Balance, June 30, 1998          $ 453      $408,527      $(61,159)    $347,821 

 
See accompanying notes to consolidated financial statements. 
                                 





<PAGE>
                                
                                
                BEDFORD PROPERTY INVESTORS, INC.
             CONSOLIDATED STATEMENTS OF CASH FLOWS
  FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited)
                         (in thousands)
                                

                                                       1998              1997


Operating Activities:
  Net income                                         $15,325           $ 8,515 
                                                            
  Adjustments to reconcile net income to net cash 
     provided by operating activities:
    Minority interest                                     57                51 
    Depreciation and amortization                      4,983             2,818 
    Change in other assets                            (4,827)           (4,261)
    Change in accounts payable and
      accrued expenses                                   162             2,317 
    Change in other liabilities                       (1,591)              396 

Net cash provided by operating activities             14,109             9,836 


Investing Activities:
  Investments in real estate                        (129,543)          (90,175)

Net cash used by investing activities               (129,543)          (90,175)

Financing Activities:
  Proceeds from bank loan                            126,544            67,333 
  Proceeds from mortgage loan                         21,110              - 
  Repayments of bank loan                            (18,189)          (55,909)
  Repayments of mortgage loans                          (470)             (180)
  Proceeds from issuance of common stock                 350            75,969 
  Redemption of partnership units                       (159)             (257)
  Payment of dividends and distributions             (13,608)           (6,870)

Net cash provided by financing activities            115,578            80,086 

Net increase (decrease) in cash                          144              (253)
Cash at beginning of period                            1,361             1,328 

Cash at end of period                               $  1,505           $ 1,075 

Supplemental disclosure of cash flow information:
a)  Non cash investing and financing activities:
      Debt incurred with real estate acquired       $   -              $ 8,972 

b)  Cash paid during the period for interest, 
      net of amounts capitalized 
      $1,310 in 1998 and $202 in 1997               $  2,644           $ 2,838 

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.  The unaudited
interim financial statements reflect all adjustments which are, in the
opinion of management, necessary to a fair statement of the results for
the interim periods presented.  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 included in the calculation of diluted per share
data  if, upon exercise, they would have a dilutive effect.  The diluted
earnings per share calculation assumes conversion of the limited
partnership units of Bedford Realty Partners, L.P., if such conversions
would have dilutive effects, as of the beginning of the year. 
 
Recent Accounting Pronouncements

In June 1997, the FASB issued Financial Accounting Statement 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.  In February 1998, the FASB issued Financial Accounting
Standard No. 132, Employers Disclosures About Pensions and Other
Postretirement Benefits.  SFAS 132 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 June 30, 1998, 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                     62         $283,662         51 
Office Buildings                         20          203,328         36 
Properties Under Development              9           68,813         12 
Land Held for Development                 6            5,057          1 


Total                                    97         $560,860        100%


<PAGE>
Note 2 - Real Estate Investments 
 
The following table sets forth the Company's real estate investments as
of June 30, 1998 (in thousands): 
<TABLE>
<S>                                   <C>           <C>          <C>              <C>
                                                                           Less 
                                                                    Accumulated
                                          Land       Building      Depreciation        Total

INDUSTRIAL PROPERTIES
Northern California                    $ 46,540      $100,778         $  4,516        $142,802
Southern California                      15,326        35,205            1,823          48,708
Denver, Colorado                          1,911         3,279              201           4,989
Arizona                                  10,771        27,975              655          38,091
Greater Portland Area                     2,652         8,477              612          10,517
Greater Kansas City Area                  3,399        13,380              842          15,937
Dallas, Texas                             2,978        10,991               19          13,950


Total Industrial                         83,577       200,085            8,668         274,994


SUBURBAN OFFICE PROPERTIES
Northern California                       4,313        13,460              435          17,338
Southern California                       7,312        18,084              576          24,820
Salt Lake City                              359         6,563              866           6,056
Greater Kansas City Area                  3,330         5,438              265           8,503
Greater Seattle Area                     15,116        30,225              806          44,535
Reno, Nevada                              2,102        10,513              283          12,332
Austin, Texas                             2,766         7,089              170           9,685
Arizona                                   9,148        17,071              364          25,855
Denver, Colorado                          5,559        44,880              255          50,184


Total Suburban Office                    50,005       153,323            4,020         199,308


PROPERTIES UNDER DEVELOPMENT
Northern California                       1,151         6,473               95           7,529
Arizona                                   1,033         6,231              154           7,110
Greater Kansas City Area                    518         3,031               94           3,455
Greater Seattle Area                       -           50,376             -             50,376



Total Properties Under Development        2,702        66,111              343          68,470


LAND HELD FOR DEVELOPMENT
Northern California                       2,135          -                -              2,135
Southern California                         996          -                -                996
Denver, Colorado                          1,739          -                -              1,739
Dallas, Texas                               187          -                -                187


Total Land Held for Development           5,057          -                -              5,057
   


Total                                  $141,341      $419,519          $13,031        $547,829
</TABLE>

The Company internally manages all but 8 of its properties from its
regional offices in Lafayette, CA;  Tustin, CA; Phoenix, AZ; Lenexa, KS;
Denver, CO; and Seattle, WA.  For the 8 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, CA. 
<PAGE>
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.  A director of the Company was a 9% 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. 
The sellers of the property received 108,495 OP Units.  As of June 30,
1998, the Company has redeemed 21,607 OP units for cash. 

Note 4.  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
1.35% to 1.10%.  The interest rate of the unsecured loans is either the
lender's published "reference rate" or LIBOR plus a margin of 1.50%.  The
credit facility is secured by mortgages on 45 properties (which
properties collectively accounted for approximately 55% of the Company's
Annualized Base Rent and approximately 44% of the Company's total assets
as of June 30, 1998), together with the rental proceeds from such
properties.  The credit facility contains various restrictive covenants
including, among other things, a covenant limiting quarterly dividends
to 95% of average Funds From Operations.

The daily weighted average amount owing to the bank was $48,342,000 and
$22,417,000 for the six months ended June 30, 1998 and 1997,
respectively.  The weighted average interest rates in each of these
periods was 7.28% and 7.61%, respectively.  The effective interest rate
at June 30, 1998 was 6.98%.

Mortgage Loans Payable

Mortgage loans payable at June 30, 1998 consist of the following (in
thousands):

   Floating rate note due December 15, 1999
     current rate of 8.75%                       $  1,810
   7.5% note due January 1, 2002                   24,491
   7.02% note due March 15, 2003                   24,907
   8.9% note due July 31, 2006                      8,751
   6.91% note due July 31, 2006                    20,794
                                                 $ 80,753

The mortgage loans are collaterized by 21 properties (which Properties
collectively accounted for approximately 30% of the Company's
Annualized Base Rent and approximately 22% of the Company's total assets
as of June 30, 1998).  

The following table presents scheduled principal payments on mortgage
loans as of June 30, 1998 (in thousands):

   Twelve months period ending June 30, 1999    $   3,076
   Twelve months period ending June 30, 2000        1,363
   Twelve months period ending June 30, 2001        1,467
   Twelve months period ending June 30, 2002       24,303
   Twelve months period ending June 30, 2003       23,834
        Thereafter                                 26,710
                                                $  80,753

Note 5.  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.
 
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 developing, owning and operating
industrial and suburban office properties located primarily in the
Western United States.

<PAGE>
Increases in revenues, expenses, and net income in the three and six
months ended June 30, 1998 when compared with the same periods in 1997
were due primarily to property additions by acquisition and development
offset in part by the sale of operating properties as follows:
<TABLE>
<S>                   <C>                       <C>                 <C>                       <C>
                            Activities from January 1, 1997             Activities from July 1, 1997
                                   to June 30, 1997                       to June 30, 1998
                             Number of            Square                 Number of             Square
                       Operating Properties        Feet              Operating Properties       Feet  

   Acquisitions
     Industrial                  4               444,100                    19                 1,154,000
     Office                      4               503,014                     8                   883,000

                                 8               947,114                    27                 2,037,000


   Development
     Industrial                  -                  -                        4                   365,000

   Sales
     Office                      -                  -                        2                   213,000
     Retail                      -                  -                        1                    84,000
        
                                 -                  -                        3                   297,000

</TABLE>
Three Months Ended June 30, 1998 Compared with Three Months Ended June 30, 1997

Income from Property Operations
Income from property operations (defined as rental income less rental
expenses) increased $4,010,000 or 58% in 1998 compared with 1997.  This
is due to an increase in rental income of $6,491,000 partially offset by
an increase in rental expenses (which include operating expenses, real
estate taxes and depreciation and amortization) of $2,481,000.

This increase in rental income and expenses is primarily attributable to
property additions by acquisition and development of real estate
investments.  The acquisition and development activities increased rental
income and rental expenses by $7,284,000 and  $2,622,000, respectively. 
This was partially offset by the sale of two office properties in July
1997 and one retail property in October 1997 which resulted in a
reduction in rental income and rental expenses of $1,238,000 and
$495,000, respectively.

Expenses
Interest expense, which includes amortization of loan fees, increased
$701,000 or 46% in 1998 compared with 1997.  The increase is attributable
to the Company's higher level of borrowings to finance the acquisition
of properties in 1998, and higher financing costs incurred in connection
with the credit facility and mortgage loans.  The amortization of loan
fees was $259,000 and $187,000 in the second quarter of 1998 and 1997,
respectively.  General and administrative expenses increased $301,000 or
52% in 1998 compared with 1997, primarily the result of the Company's
growth in assets.

Six Months Ended June 30, 1998 Compared with Six Months Ended June 30,
1997

Income from Property Operations
Income from property operations (defined as rental income less rental
expenses) increased $8,248,000 or 66% in 1998 compared with 1997.  This
is due to an increase in rental income of $12,796,000 partially offset
by an increase in rental expenses (which include operating expenses, real
estate taxes and depreciation and amortization) of $4,548,000.

This increase in rental income and expenses is primarily attributable to
property additions by acquisition and development of real estate
investments.  The acquisition and development activities increased rental
income and rental expenses by $14,384,000 and  $4,984,000, respectively. 
This was partially offset by the sale of two office properties in July
1997 and one retail property in October 1997 which resulted in a
reduction in rental income and rental expenses of $2,490,000 and
$1,053,000, respectively.


Expenses
Interest expense, which includes amortization of loan fees, increased
$784,000 or 26% in 1998 compared with 1997.  The increase is attributable
to the Company's higher level of borrowings to finance the acquisition
of properties in 1998, and higher financing costs incurred in connection
with the credit facility and mortgage loans.  The amortization of loan
fees was $512,000 and $370,000 in the six months ended June 30 of 1998
and 1997, respectively.  General and administrative expenses increased
$597,000 or 53% in 1998 compared with 1997, primarily the result of the
Company's growth in assets.

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 7,245,000 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.  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 1.35% to 1.10%.  The interest rate of
the unsecured loans is either the lender's published "reference rate" or
LIBOR plus a margin of 1.50%.  As of June 30, 1998, the Company was in
compliance with the covenants and requirements of its revolving credit
facility which has an outstanding balance of $117,210,000 which consists
of secured loans. 

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, 1998, the Company's operating
activities provided cash flow of $14,109,000.  Investing activities
utilized cash of $129,543,000 for real estate acquisitions.  Financing
activities provided net cash flow of  $115,578,000 consisting of the
proceeds from bank borrowings and mortgage loans of $147,654,000 and net
proceeds from the issuance of common stock of $ 350,000, offset by
repayment of bank borrowings and mortgage loans of $18,659,000, payment
of dividends and distributions of $13,608,000 and redemption of
partnership units of $159,000.

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 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 substantial 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 1998 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.

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 first and second quarters of 1998
were $0.30 and $0.33 per share, respectively.  Distributions declared for
the first and second quarters of 1998 were $0.30 and $0.33 per OP Unit,
respectively.  Consistent with the Company's policy, dividends and
distributions were paid in the quarter after 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.

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, 1998 amounted to $10,209,000 and $19,750,000, respectively. 
During the same periods in 1997, FFO amounted to $6,134,000 and
$10,940,000, 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
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. 

                                  Three Months Ended     Six Months Ended
                                        June 30,             June 30,
                                     1998      1997       1998      1997

Funds From Operations (in thousands):

   Net Income                      $ 7,868   $ 4,860    $ 15,325   $ 8,515

   Add Back:
        Depreciation and 
         Amortization                2,313     1,248       4,368     2,374
        Minority Interest               28        26          57        51

   Funds From Operations          $ 10,209   $ 6,134    $ 19,750   $10,940

<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

The Company held its annual stockholders' meeting on May 13, 1998, to
consider the following proposals:

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

   2.   To approve the amendment and restatement of the Company's 1992
        Directors' Stock Option Plan, including the increase in the
        number of shares of common stock reserved for issuance
        hereunder by 500,000 shares.

   3.   To approve the amendment and restatement of the Company's
        Employee Stock Option Plan, including the increase in the
        number of shares of common stock reserved for issuance
        thereunder by 2,100,000 shares.

   4.   To ratify the appointment by the Board of Directors of the
        Company's independent public accountants for the year ending
        December 31, 1998.

All proposals were approved.  Following are the results of the voting for
proposals 2, 3 and 4:

                                            For         Withheld        Abstain

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

        Claude M. Ballard                  20,695,278       52,032
        Peter B. Bedford                   20,697,728       49,582
        Anthony M. Downs                   20,697,377       49,933
        Thomas G. Eastman                  20,696,128       51,182
        Anthony M. Frank                   20,697,358       49,952
        Thomas H. Nolan                    20,697,528       49,782
        Martin I. Zankel                   20,681,778       65,532

2. To approve amendments to the Company's
   1992 Directors' Stock Option Plan       14,400,349    3,783,690       53,118

3. To approve amendments to the Company's
   Employee Stock Option Plan              15,415,581    2,763,077       58,499

4. To ratify the appointment by the Board 
   of Directors of the Company's 
   independent public accountants          20,692,939       38,380       15,991

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.

     10.17*     Fourth Amended and Restated Credit Agreement (Secured
                Loan) among Bedford Property Investors, Inc., The Banks
                Party Hereto and Bank of America National Trust and
                Savings Association, as Arranger and as Administrative
                Agent for the Banks, and Union Bank of California, NA
                as Co-Agent for the Banks, dated June 15, 1998.

     10.18*     Amended and Restated Unsecured Credit Agreement among
                Bedford Property Investors, Inc., The Banks Party
                Hereto and Bank of America National Trust and Savings
                Association, as Arranger and as Administrative Agent
                for the Banks, and Union Bank of California, N.A., as
                Co-Agent for the Banks, dated June 15, 1998.

     11*        Statement of Computation of Earnings Per Share.

     27*        Financial Data Schedule

* Filed herewith

B.   Reports on Form 8-K

     During the quarter ended June 30, 1998, the Company filed on
     June 23, 1998 a report on Form 8-K, reporting item (5) and (7)
     in reference to the Company's press release issued to the
     public on June 18, 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 21, 1998


     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>
                           Exhibit 11
                                
                Bedford Property Investors, Inc.
         Statement of Computation of Earnings per Share
         (in thousands, except share and share amounts)
<TABLE>
<S>                                     <C>              <C>           <C>            <C>
                                         Three Months Ended June 30,    Six Months Ended June 30,

                                            1998           1997            1998         1997
Basic:
   Net income                            $     7,868      $     4,860    $     15,325  $     8,515
   Less:  Dividends on the Series A
          Convertible Preferred Stock           -               1,125            -           2,250
  
   Net income applicable to common 
     stockholders                        $     7,868      $     3,735    $     15,325  $     6,265
 
   Weighted average number of shares      22,615,685       11,127,153      22,599,864   10,039,466
   
   Basic earnings per share              $      0.35      $      0.34    $       0.68  $      0.62

Diluted:
   Net income applicable to common 
     stockholders                        $     7,868      $     3,735    $     15,325  $     6,265
   Add: Dividends on the Series A
        Convertible 
        Preferred Stock                         -               1,125            -           2,250
        Minority interest                         28               26              57           51

   Net income for diluted earnings 
     per share                           $     7,896      $     4,886    $     15,382  $     8,566

   Weighted average number of shares 
     (from above)                         22,615,685       11,127,153      22,599,864   10,039,466
   Weighted average shares issuable upon
         conversion of the Series A 
         Convertible Preferred Stock            -           4,166,667            -       4,166,667
   Weighted average shares of dilutive 
     stock options using average period 
     stock price under the treasury 
     stock method                            225,267          218,864         252,527      214,472
   Weighted average shares issuable 
     upon the conversion of operating 
     partnership units                        89,809           95,049          92,415      101,735
   Weighted average number of common 
     shares - assuming dilution           22,930,761       15,607,733      22,944,806   14,522,340

   Earnings per share - assuming 
     dilution                            $      0.34      $      0.31     $      0.67  $      0.59
</TABLE>



<PAGE>