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, 1996.

___  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 13, 1996
Common Stock, $0.02 par value                               6,501,325    

<PAGE>
                   BEDFORD PROPERTY INVESTORS, INC.

                                INDEX



PART I.  FINANCIAL INFORMATION                                           Page

ITEM 1.  FINANCIAL STATEMENTS

Statement                                                                  1

Consolidated Balance Sheets as of September 30, 1996
and December 31, 1995                                                      2

Consolidated Statements of Income for the three and nine 
months ended September 30, 1996 and 1995                                   3

Consolidated Statements of Stockholders' Equity for the 
nine months ended September 30, 1996 and the year ended 
December 31, 1995                                                          4

Consolidated Statements of Cash Flows for the nine months 
ended September 30, 1996 and 1995                                          5

Notes to Consolidated Financial Statements                              6-12



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's Discussion and Analysis of Results of Operations 
and Financial Condition                                                13-16


PART II.  OTHER INFORMATION

ITEMS 1 - 6                                                            17-26

SIGNATURES                                                                26

<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, 1995.

<PAGE>
<TABLE>

                 BEDFORD PROPERTY INVESTORS, INC.
              CONSOLIDATED BALANCE SHEETS (Unaudited)
         AS OF SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
       (in thousands, except share and per share amounts)
<S>    
                                               <C>                    <C>
                                                September 30,          December 31, 
                                                    1996                    1995
ASSETS:
 Real estate investments:
  Industrial buildings - held for investment      $122,001               $ 94,897 
  Office buildings                                  52,677                 30,025 
  Industrial buildings - held for sale               6,355                    - 
  Retail buildings                                   6,281                  6,261 
                                                   187,314                131,183 
  Less accumulated depreciation                      4,150                  2,219 
                                                   183,164                128,964 
  Cash                                               1,127                  1,027 
  Other assets                                       5,654                  3,487 
  
  Total assets                                    $189,945               $133,478 


LIABILITIES AND STOCKHOLDERS' EQUITY:
  Bank loan payable                                 30,754                 43,250 
  Mortgage loan payable                             25,000                    - 
  Accounts payable and accrued expenses              2,349                  1,451 
  Dividend payable                                   2,815                  1,765 
  Acquisition payable                                3,000                  3,000 
  Other liabilities                                  2,480                  1,577 


  Total liabilities                              $  66,398              $  51,043 


Redeemable preferred stock:
  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 


Common stock and other stockholders' equity:
  Common stock, par value $0.02 per share;
     authorized 15,000,000 shares, issued
     and outstanding, 6,501,325 shares in
     1996; 3,045,325 shares in 1995                    130                     61 
  Additional paid-in capital                       147,744                107,214 
  Accumulated losses and distributions
     in excess of net income                       (74,327)               (74,840)
      
     Total common stock and other 
      stockholders' equity                          73,547                 32,435 
  
     Total liabilities and stockholders' 
      equity                                      $189,945               $133,478 

</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
<TABLE>
                     BEDFORD PROPERTY INVESTORS, INC.
                     CONSOLIDATED STATEMENTS OF INCOME
  FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited)
              (in thousands, except share and per share amounts)


                                         Three Months               Nine Months
<S>
                                    <C>           <C>             <C>          <C>                                  
                                          1996           1995          1996         1995 

Property operations:
  Rental income                        $  7,090       $  2,774       $19,168     $  8,052  
  Rental expenses:
     Operating expenses                   1,483            772         3,797        2,077 
     Real estate taxes                      589            261         1,823          743 
     Depreciation and amortization          788            372         2,114        1,070 
     Provision for loss on real 
       estate investment                    -              630           -            630 
   
Income from property operations           4,230            739        11,434        3,532 

General and administrative expenses        (414)          (336)       (1,341)      (1,018)
Interest income                              43             37           105           56 
Interest expense                           (927)          (401)       (2,692)      (1,309)
        
Income before gain (loss) on sale         2,932             39         7,506        1,261 

Gain (loss) on sale of real 
  estate investment                         -              (12)          359          (12)

Net income                             $  2,932        $    27       $ 7,865     $  1,249 


Net income (loss) applicable to 
  common stockholders (1)              $  1,807        $  (133)      $ 4,490     $  1,089 


Primary earnings (loss) per 
  common and common equivalent 
  share (1)                            $   0.27        $ (0.04)      $  0.87     $   0.36 


Primary weighted average number 
  of common and common 
  equivalent shares (2)               6,601,527      3,081,186     5,161,087    3,071,380 


Earnings (loss) per common share
  - assuming full dilution             $   0.27        $ (0.04)      $  0.84     $   0.36 


Weighted average number of common 
   shares(2) - assuming 
   full dilution                     10,782,393      3,081,186     9,323,223    3,071,380 

</TABLE>

See accompanying notes to consolidated financial statements.



(1)  Reflects dividends of $1,125 for each quarter of 1996 and $160 for
     the third quarter of 1995 on $50,000 of preferred stock issued on 
     September 18, 1995.

(2)  Reflects the one-for-two reverse stock split effective March 29, 1996. 


<TABLE>
                 BEDFORD PROPERTY INVESTORS, INC.
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
           FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 
         AND THE YEAR ENDED DECEMBER 31, 1995 (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, 1994        $ 60           $107,151          $(70,279)        $36,932 

Issuance of common stock             1                 63               -                64 

Costs of issuance of 
  preferred stock                   -                 -              (3,631)         (3,631)

Redemption of rights                -                 -                 (60)            (60)

Net income                          -                 -               2,895           2,895 

Dividends to common 
  stockholders
  ($0.82 per share)                 -                 -              (2,477)         (2,477)

Dividends to preferred 
  stockholders (9%)                 -                 -              (1,288)         (1,288)

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

Issuance of common stock            69             43,632               -            43,701 

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

Costs of issuance of 
  common stock                      -              (3,102)              -            (3,102)

Net income                          -                 -               7,865           7,865 

Dividends to common 
  stockholders 
  ($.74 per share)                  -                 -              (3,975)         (3,975)
      
Dividends to preferred 
  stockholders (9%)                 -                 -              (3,375)         (3,375)

Balance, September 30, 1996       $130           $147,744          $(74,327)        $73,547 
</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, 1996 AND 1995 (Unaudited)
                         (in thousands)
<S>
                                                          <C>              <C>
                                                            1996             1995 

Operating Activities:
  Net income                                               $7,865           $1,249 
  Adjustments to reconcile net income to net cash 
      provided by operating activities:
    Depreciation and amortization                           2,643            1,273 
    Loss (gain) on sale of real estate investments           (359)              12 
    Provision for loss on real estate investment                -              630 
    Change in other assets                                 (2,829)          (2,090)     
    Change in accounts payable and accrued expenses           898              270 
    Change in other liabilities                               470              157 

Net cash provided by operating activities                   8,688            1,501 

Investing Activities:
  Investments in real estate                              (56,311)         (14,688)
  Proceeds from sale of real estate investments               922            1,433 

Net cash used by investing activities                     (55,389)         (13,255)

Financing Activities:
  Proceeds from bank loan                                  55,092            3,850 
  Proceeds from mortgage loan                              25,000              - 
  Repayments of bank loan                                 (67,588)         (26,250)
  Issuance of common stock                                 40,597               58
                                                          
  Net proceeds from sale of preferred stock                   -             46,750 
  Redemption of rights                                        -                (60)
  Payment of dividends                                     (6,300)          (1,765)

Net cash provided by financing activities                  46,801           22,583 

Net increase in cash                                          100           10,829 
Cash at beginning of period                                 1,027            4,733
                                                          
Cash at end of period                                      $1,127          $15,562 

Supplemental disclosure of cash flow information:

a)  Non cash investing and financing activities:
      Debt incurred with real estate acquired              $  433          $   - 
      Note receivable from the sale of real 
        estate investments                                     50              - 

b)  Cash paid during the period for interest                2,125            1,283 

</TABLE>


See accompanying notes to consolidated financial statements.

<PAGE>
                 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 an equity real estate
investment trust with investments primarily in industrial and suburban
office properties concentrated in the Western United States.  

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.  When
necessary, reclassifications have been made to prior period balances to
conform to current period presentation.

Per Share Data

Per share data is 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.  The 1996 per share data
reflects earnings per share on a primary and fully diluted basis.  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 earnings
per share calculation assuming full dilution assumes the conversion of
the Company's Series A Convertible Preferred Stock. If exercised, the
Series A Convertible Preferred Stock would have a dilutive effect. 
Dividends accrued on the Series A Convertible Preferred Stock are
deducted from net income for purposes of determining net income
applicable to common stockholders.

<PAGE>
Note 2. Real Estate Investments

As of September 30, 1996, the Company's real estate investments (net of
accumulated depreciation) were diversified by property type as follows
(in thousands):
<TABLE>
<S>
                                              <C>                <C>            <C>
                                                Number of         Investment
                                               Properties             Amount     % of  Total


Industrial buildings - held for investment             29           $119,662              65    
Office buildings                                        8             51,007              28
Industrial buildings - held for sale                    2              6,274               4
Retail buildings                                        1              6,221               3

Total                                                  40           $183,164             100
</TABLE>
 
As of September 30, 1996, the Company's real estate investments (net of
accumulated depreciation) were diversified by geographic region as
follows:  
<TABLE>
<S>
                                              <C>                <C>            <C>
                                                Number of         Investment
                                               Properties             Amount     % of  Total

San Francisco Bay Area, California                     20           $ 72,776              40
Greater Los Angeles Area, California                    5             40,890              22
Kansas City, Kansas                                     5             14,141               8
Bellevue, Washington                                    1             12,332               7
Denver Metropolitan Area, Colorado                      3             11,215               6
Greater Portland Area, Oregon                           2             10,381               6
Phoenix, Arizona                                        1              9,091               5
Minneapolis/St. Paul, Minnesota                         2              6,274               3
Salt Lake City, Utah                                    1              6,064               3

Total                                                  40           $183,164             100
</TABLE>

As of September 30, 1996 the Company decided to offer for sale the two
industrial properties located in St. Paul, Minnesota.  Since the sales
price approximates the current carrying value of the properties, no
provision for possible loss is recorded.

<PAGE>
The following table sets forth the Company's real estate investments as
of September 30, 1996 (in thousands):
<TABLE>
<S>
                                            <C>           <C>            <C>                <C>
                                                                                  Less 
                                                                           Accumulated
                                                Land       Building       Depreciation          Total
INDUSTRIAL - HELD FOR INVESTMENT
Greater San Francisco Bay Area, California
Building 3 
  Contra Costa Diablo Industrial Park, 
  Concord                                    $   495        $ 1,235            $   174       $  1,556  
Building 8 
  Contra Costa Diablo Industrial Park, 
  Concord                                        877          1,690                222          2,345 
Building 18 
  Mason Industrial Park, Concord                 610          1,316                184          1,742 
115 Mason Circle, Concord                        697            855                  2          1,550 
Milpitas Town Center, Milpitas                 1,400          4,507                215          5,692 
598 Gibraltar Drive, Milpitas                    535          2,522                 37          3,020   
Auburn Court, Fremont                          1,415          2,632                 44          4,003           
47650 Westinghouse Drive, Fremont                271            913                 16          1,168   
47600 Westinghouse Drive, Fremont                356          1,067                  2          1,421 
Fourier Avenue, Fremont                        2,120          7,018                 52          9,086 
350 E. Plumeria Drive, San Jose                3,683          4,793                107          8,369           
Lundy Avenue, San Jose                         2,055          2,262                 12          4,305 
301 East Grand, South San Francisco            2,070          1,013                 18          3,065 
342 Allerton, South San Francisco              2,558          1,795                 28          4,325 
400 Grandview, South San Francisco             3,300          3,597                 63          6,834 
410 Allerton, South San Francisco              1,356            905                 16          2,245 
417 Eccles, South San Francisco                  661            521                  9          1,173 
860-870 Napa Valley Corporate Way                933          3,515                  -          4,448 
            Subtotal                          25,392         42,156              1,201         66,347 
Greater Los Angeles Area, California
Dupont Industrial Center, Ontario              3,588          6,162                372          9,378 
3002 Dow Business Center, Tustin               4,305          7,597                156         11,746 
            Subtotal                           7,893         13,759                528         21,124 
Kansas City, Kansas
Ninety-Ninth Street #1, Lenexa                   408          1,565                 35          1,938 
Ninety-Ninth Street #2, Lenexa                   183            565                 13            735 
Ninety-Ninth Street #3, Lenexa                   360          2,172                281          2,251 
Lackman Business Center, Lenexa                  628          1,686                 40          2,274 
Lenexa Land, Lenexa                              527              -                  -            527 
            Subtotal                           2,106          5,988                369          7,725 
Denver, Colorado
Bryant St. Annex, Denver                         495            879                 15          1,359 
Bryant St. Quad, Denver                        1,416          2,261                 42          3,635 
            Subtotal                           1,911          3,140                 57          4,994 
Greater Portland Area, Oregon
Twin Oaks Tech. Center, Beaverton              1,469          4,945                 89          6,325 
Twin Oaks Business Park, Beaverton             1,183          2,926                 53          4,056 
            Subtotal                           2,652          7,871                142         10,381 
Phoenix, Arizona
Westech Business Center, Phoenix               3,531          4,560                 42          8,049   
Phoenix Land, Phoenix                          1,042              -                  -          1,042 
            Subtotal                           4,573          4,560                 42          9,091 

Total Industrial - held for investment       $44,527        $77,474             $2,339       $119,662 

SUBURBAN OFFICE
Greater San Francisco Bay Area, California
Village Green, Lafayette                     $   743        $ 1,535             $   85       $  2,193     
100 View Street, Mountain View                 1,020          3,245                 29          4,236           
            Subtotal                           1,763          4,780                114          6,429        

Greater Los Angeles Area, California
1000 Town Center Drive, Oxnard                 1,785          4,828                588          6,025
Mariner Court, Torrance                        3,221          4,613                317          7,517
Laguna Hills Square, Laguna Hills              2,436          3,832                 44          6,224    
            Subtotal                           7,442         13,273                949         19,766   

Kansas City, Kansas
6600 College Blvd., Overland Park              2,518          3,986                 88          6,416 

Salt Lake City, Utah
Woodlands Tower II, Salt Lake City               359          6,211                506          6,064 

Bellevue, Washington
Kenyon Center, Bellevue                        5,095          7,250                 13         12,332 

            Total Suburban Office             17,177         35,500              1,670         51,007

INDUSTRIAL - HELD FOR SALE
Minneapolis/St. Paul, Minnesota
St. Paul Business Center - East, Maplewood       766          1,878                 36          2,608
St. Paul Business Center - West, Maplewood     1,236          2,475                 45          3,666
            Total Industrial - held for sale   2,002          4,353                 81          6,274

RETAIL
Academy Place Shopping Center,
  Colorado Springs                             2,890          3,391                 60          6,221 

Total                                        $66,596       $120,718             $4,150       $183,164 
</TABLE>



350 East Plumeria Drive
The property, a suburban research and development facility located in San
Jose, California, was purchased for $8,325,000 or $58 per square foot on
September 19, 1995.  The Company recorded acquisition costs of $125,000
paid to Bedford Acquisitions, Inc. ("BAI"), a company wholly-owned by Mr.
Bedford.

Lackman Business Center
The property, a single-story service center industrial project located
in Lenexa, Kansas, was purchased for $2,250,000 or $49 per square foot
on September 19, 1995.  The Company recorded acquisition costs of $34,000
paid to BAI.


Ninety-Ninth Street Buildings 1 and 2
The properties, two service industrial buildings located in Lenexa,
Kansas, were purchased for $2,685,000 or $55 per square foot on September
20, 1995.  The Company recorded acquisition costs of $40,000 paid to BAI.

Cody Street Park, Building 6
In the third quarter 1995, the Company decided to sell the Cody Street
Park, Building 6.  The sale was completed on September 20, 1995, and
resulted in a loss of $12,000.

6600 College Boulevard
The property, a suburban service center industrial complex located in
Overland Park, Kansas, was purchased for $6,360,000 or $80 per square
foot, on  October 6, 1995.  The property was acquired from AEW #25 Trust,
an affiliate of BED Preferred No. 1 Limited Partnership which purchased
$50 million of the Company's Series A Convertible Preferred Stock in
September 1995.  The directors of the Company who are affiliated with BED
Preferred No. 1 Limited Partnership, however, played no role in this
acquisition.  The Company recorded acquisition costs of $95,000 paid to
BAI.

IBM Building
During 1995, the Company continued to offer for sale the IBM Building
located in Jackson, Mississippi.  This property was first offered for
sale in 1991, at which time the Company's investment in the property was
written down by $2,113,000.  On October 2, 1995, the Company completed
the sale of the IBM Building for a cash sale price of $6,500,000,
resulting in a loss of $630,000.

3002 Dow Business Center
The property, a five-building industrial project located in Tustin,
California, was purchased for $11,500,000 or $60 per square foot on
December 5, 1995.  The Company recorded acquisition costs of $172,500
paid to BAI.

The Landsing Pacific Portfolio
On December 14, 1995, the Company acquired the Landsing Pacific Portfolio
which consists of thirteen industrial properties and one retail property
aggregating approximately one million rentable square feet located in
Maplewood, Minnesota; Denver and Colorado Springs, Colorado; South San
Francisco and Fremont, California; and Beaverton, Oregon.  The Company
paid $49,700,000 for the Landsing Pacific Portfolio or $50 per square
foot.  The acquisition was financed with $4,000,000 cash, borrowings of
$42,700,000 under the Company's credit facility and a $3,000,000 payable
secured by a letter of credit due one year from the date of issuance. 
The Company recorded acquisition costs of $594,000 paid to BAI.

The Landsing Pacific Portfolio comprised substantially all of the real
estate assets of the Landsing Pacific Fund, Inc., a publicly-traded REIT
based in San Mateo, California.  At all times relevant to the
transaction, Martin I. Zankel, a director and stockholder of the Company,
was Chairman of the Board of Directors, Chief Executive Officer and
President of the Landsing Pacific Fund, Inc.  Mr. Zankel had no role on
behalf of the Company in this acquisition. 
 
Laguna Hills Square
The property, a suburban three-building office complex located in Laguna
Hills, California, was purchased for $5,998,000 or $117 per square foot
on March 27, 1996.  The Company recorded acquisition costs of $90,000
paid to BAI.

Woodlands Tower II
On April 8, 1996, the Company sold 3.6 acres of entitled land adjacent
to its suburban office property in Salt Lake City, Utah for $1,000,000,
consisting of $950,000 of cash and a note of $50,000 due in April 1997,
with 10% interest payable monthly.  The sale resulted in a gain of
$359,000.

Westech Business Center
The property, a five-building service industrial project located in
Phoenix, Arizona, was purchased for $7,677,000 or $53 per square foot on
April 25, 1996.  The Company recorded acquisition costs of $115,000 paid
to BAI.

598 Gibraltar Drive
The property was developed on an unleased basis on a 3.1 acre parcel
located on the Company's Milpitas Town Center property in Milpitas,
California, and consists of a single story research and development
facility with approximately 45,090 square feet.  The project was
completed in April of 1996, with total costs (excluding land) amounting
to $2,522,000.  The Company recorded development costs of $63,000 paid
to BAI.

100 View Street
The property, a two-story office building located in Mountain View,
California, was purchased for $4,100,000 or $97 per square foot on 
May 3, 1996.  The Company recorded acquisition costs of $61,500 paid to BAI.

Fourier Avenue
The property, a two-building research and development/office complex in
Fremont, California, was purchased for $9,000,000 or $86 per square foot
on May 30, 1996.  The Company recorded acquisition costs of $135,000 paid
to BAI.

Lenexa Land
The property, a 4.8 acre parcel of land adjacent to Ninety-Ninth Street
#2 and #3 in Lenexa, Kansas, was purchased for $508,000 on June 5, 1996. 
The purchase price consists of $75,000 cash and a non-interest bearing
note of $433,000 due and payable in December 1997.  The Company plans to
construct a 68,000 square-foot building on the site.  The Company
recorded acquisition costs of $7,600 paid to BAI.

Lundy Avenue
The property, a research and development building in San Jose,
California, was purchased for $4,167,000 or $69 per square foot on 
July 9, 1996.  The Company recorded acquisition costs of $62,500 paid to BAI.

Phoenix Land
The property, a six acre parcel of land located in Phoenix, Arizona, was
purchased for $916,000 on July 31, 1996.  The company plans to construct
two buildings on the site totalling 81,000 square feet to complement the
existing 143,000 square feet Westech Business Center.  The Company
recorded acquisition costs of $14,000 paid to BAI.

Kenyon Center
The property, a four story suburban office building located in Bellevue,
Washington, was purchased for $12,156,000 or $128 per square foot on
September 5, 1996.  The Company recorded acquisition costs of $182,000
paid to BAI.

115 Mason Circle
The property, a warehouse building located in Concord, California, was
purchased for $1,525,000 or $44 per square foot on September 5, 1996. 
The Company recorded acquisition costs of $23,000 paid to BAI.

47600 Westinghouse Drive
The property, a research and development building located in Fremont,
California, was purchased for $1,400,000 or $58 per square foot on
September 5, 1996.  The Company recorded acquisition costs of $21,000
paid to BAI.

860-870 Napa Valley Corporate Way
The property, a service center/office complex located in Napa,
California, was purchased for $4,375,000 or $65 per square foot on
September 19, 1996.  The Company recorded acquisition costs of $66,000
paid to BAI.

Carroll Tech Center
The property, a three building research and development complex located
in San Diego, California, was purchased for $7,044,000 or $79 per square
foot on October 7, 1996.  The Company recorded acquisition costs of
$106,000 paid to BAI.

47633 Westinghouse Drive
The property, a research and development building located in Fremont,
California, was purchased for $4,225,000 or $85 per square foot on
October 15, 1996.  Additionally, an adjacent 4.48 acre of vacant land was
purchased for $1,600,000.  The Company recorded acquisitions costs of
$87,000 paid to BAI.

Vista #1 and 2
The property, a two industrial building complex located in Vista,
California was purchased for $5,100,000 or $57 per square foot on 
October 17, 1996.  The Company recorded acquisition costs of $76,500 
paid to BAI.

There has been no significant development in environmental matters or
proceedings since the filing of the Company's 1995 Annual Report on Form
10-K.

The Company internally manages the majority of its properties and
maintains centralized financial record-keeping.  For all the properties
located outside of California, Kansas and Arizona, the Company has
subcontracted on-site maintenance to local firms. 

Note 3.  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 1995, options for 50,000 shares of Common Stock were
exercised in exchange for two notes, of $287,500 each, payable to the
Company.  During 1996, options for 105,000 shares of Common Stock were
exercised in exchange for five notes, totalling $1,365,000, payable to
the Company.  The notes bear interest at 7.5%.  Additional paid in
capital in the accompanying consolidated financial statements is shown
net of the unpaid balance of these notes.

Note 4.  Debt

Bank Loan Payable
The Company's Credit Facility, which as of September 30, 1996, had an
outstanding balance of $30,754,000, permits the Company to borrow and
issue letters of credit thereunder.  Borrowings under the facility bear
interest at a floating rate, which is equal to prime plus 0.25% or LIBOR
plus 2%.  As of September 30, 1996, the facility was secured by mortgages
on 19 properties which collectively accounted for approximately 43% of
the Company's annualized base rents along with the rental proceeds from
such properties.  As of September 30, these 19 properties comprised 41%
of the Company's total assets.  The facility expires on July 1, 1999,
when the principal amount of all outstanding borrowings must be paid. 
The daily weighted average amounts owing to the Bank of America under the
credit facility were $23,182,000 and $18,112,000 for the nine months
ending September 30, 1996 and 1995, respectively.  The weighted average
interest rates in these periods were 8.13% and 8.73%, respectively.  The
effective interest rate at September 30, 1996 was 7.70%.

Mortgage Loans
In 1996, the Company obtained $25,000,000 in mortgage loans which are
secured by Woodlands Tower II, Dupont Industrial Center, 3002 Dow
Business Center and Milpitas Town Center.  The loans bear interest at
7.02% per annum and have a seven year term.  Interest is due and payable
monthly.  The proceeds of the mortgage loans were used to pay down a
portion of the outstanding borrowings under the credit facility.

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

When used in the following discussion, the words "believes,"
"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 - Nine Months Ended September 30, 1996, Compared
with Nine Months Ended September 30, 1995.

Income
Income from property operations (defined as rental income less rental
expenses) for the nine months ended September 30, 1996, increased
$7,902,000 or 224% compared to income from property operations for the
same period in 1995.  This is due primarily to an increase in rental
income of $11,116,000 for the first nine months in 1996 compared to the
first nine months in 1995, offset by an increase in rental expenses of
$3,214,000.  

The increase in rental income and expenses is primarily attributable to
the acquisition of real estate investments in the third and fourth
quarters of 1995 and the first nine months in 1996.  The Company acquired
860-870 Napa Valley Corporate Way, 47600 Westinghouse Drive, 115 Mason
Circle, and Kenyon Center in September 1996; Lundy Avenue in July 1996;
100 View Street and Fourier Avenue in May 1996; Westech Business Center
in April 1996; Laguna Hills in March 1996; the Landsing Pacific Portfolio
and 3002 Dow Business Center in December 1995; 6600 College Boulevard in
October 1995; 350 East Plumeria Drive, Lackman Business Center, Ninety-
Ninth Street #1 and Ninety-Ninth Street #2 in September 1995.  In
addition, the Company completed the development of a speculative building
at 598 Gibraltar Drive which was 100% leased in May 1996.  These
acquisitions and development activity increased rental income and rental
expenses by $11,933,000 and $3,945,000, respectively.  This was partially
offset by the sales of the IBM Building and Cody Street Park, Building
6 in October and September 1995, respectively, generating a reduction in
rental income and rental expenses of approximately $1,057,000 and
$683,000, respectively.  

In September 1995, the Company recorded a provision for possible loss of
$630,000 in anticipation of the sale of the IBM Building which was
completed on October 2, 1995.  There was no provision for possible loss
recorded during the nine months ended September 30, 1996.

Expenses
Interest expense, which includes amortization of loan fees, increased
$1,383,000 or 106% for the first nine months of 1996 compared with the
same period in 1995.  The increase is attributable to the Company's
higher level of borrowings to finance the acquisition of properties in
1996, and higher financing costs incurred in connection with its credit
facility and mortgage loans.  The amortization of loan fees was $475,000
and $167,000 in the first nine months of 1996 and 1995, respectively. 
General and administrative expenses increased $323,000 or 32% for the
first nine months of 1996 compared with the same period in 1995, a result
of managing a larger real estate portfolio.  

Gain on Sale
On April 8, 1996, the Company sold 3.6 acres of entitled land adjacent
to its suburban office property in Salt Lake City, Utah for $1,000,000,
consisting of $950,000 of cash and a note of $50,000 due in April 1997,
with 10% interest payable monthly.  The sale resulted in a gain of
$359,000.

As of September 30, 1996, the Company decided to offer for sale the two
industrial properties located in St. Paul, Minnesota.  Since the sale
price approximates the current carrying value of the properties, no
provision for possible loss is recorded.  As of January 1, 1996, the
Company adopted the provisions of Statement of Financial Accounting
Standards No. 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed of.  Under the provisions of SFAS
121, depreciation expense will not be recorded on St. Paul East and St.
Paul West beyond September 30, 1996.

Results of Operations - Three Months Ended September 30, 1996, Compared
with Three Months Ended September 30, 1995.

Income
Income from property operations (defined as rental income less rental
expenses) for the three months ended September 30, 1996, increased
$3,491,000 or 472% compared to income from property operations for the
same period in 1995.  This is due primarily to an increase in rental
income of $4,316,000 for the third quarter of 1996 compared to the third
quarter of 1995, offset by an increase in rental expenses of $825,000.

The increase in rental income and expenses is primarily attributable to
the acquisition of real estate investments in the third and fourth
quarter of 1995 and the first nine months of 1996.  The Company acquired
860-870 Napa Valley Corporate Way, 47600 Westinghouse Drive, 115 Mason
Circle, and Kenyon Center in September 1996; Lundy Avenue in July 1996;
100 View Street and Fourier Avenue in May 1996; Westech Business Center
in April 1996; Laguna Hills in March 1996; the Landsing Portfolio and
3002 Dow Business Center in December 1995; 6600 College Boulevard in
October 1995; 350 East Plumeria Drive, Lackman Business Center, Ninety-
Ninth Street #1 and Ninety-Ninth Street #2 in September 1995.  In
addition, the Company completed the development of a speculative building
at 598 Gibraltar Drive which was 100% leased in May 1996.  These
acquisitions and development activity increased rental income and rental
expenses by $4,595,000 and $1,538,000, respectively.  This was partially
offset by the sales of the IBM Building and Cody Street Park, Building
6 in October and September 1995, respectively, generating a reduction in
rental income and rental expenses of approximately $349,000 and $235,000,
respectively.

Expenses
Interest expense, which includes amortization of loan fees, increased
$526,000 or 131% for the third quarter of 1996 compared with the same
period in 1995.  The increase is attributable to the Company's higher
level of borrowings on its credit facility to finance the acquisition of
properties in 1995, and higher financing costs incurred in connection
with credit facility and mortgages.  The amortization of loan fees was
$172,000 and $56,000 in the third quarter of 1996 and 1995, respectively. 
General and administrative expenses increased $78,000 or 23% for the
third quarter of 1996 compared with the same period in 1995, a result of
managing a larger real estate portfolio.

Liquidity and Capital Resources

On September 18, 1995, the Company completed the sale of $50,000,000 of
Series A Convertible Preferred Stock to an entity beneficially owned by
an investment fund managed by Aldrich Eastman Waltch.  The Series A
Convertible Preferred Stock contains financial covenants and conditions
that if the Company fails to maintain or achieve, its holders have the
right to cause the Company to redeem all of the outstanding shares of
Series A Convertible Preferred Stock at a redemption price of $6.00 per
share plus all accrued dividends payable.  In that case, the Company
could experience substantial difficulty in financing such redemption and
may be required to liquidate a substantial portion of its properties.

In 1996, the Company obtained $25,000,000 in mortgage loans which are
secured by Woodlands Tower II, Dupont Industrial Center, 3002 Dow
Business Center and Milpitas Town Center.  The loans bear interest at
7.02% per annum and have a seven year term.  Interest is due and payable
monthly.  The proceeds of the mortgage loans were used to pay down a
portion of the outstanding borrowings under the credit facility. 

On April 24, 1996, the Company completed the sale of 3,350,000 shares of
common stock at $13.00 per share.  A portion of the net cash proceeds
from the common stock was used to pay off the outstanding borrowings
under the Company's $60 million credit facility.  The facility, obtained
in December 1993 for $20 million and increased to $23 million in August
1994, was restated and amended to $60 million on September 18, 1995.  The
facility was used, in part, to finance the acquisitions of Mariner Court,
Dupont Industrial Center, Village Green, and Milpitas Town Center during
the first nine months of 1994; the Landsing Pacific Fund Portfolio in
1995; Laguna Hills, Fourier Avenue, Lundy Avenue and the development of
the 598 Gibraltar Drive in 1996.  In July 1996, the  facility was amended
to (i) increase the commitment amount from $60 million to $100 million,
(ii) extend the term to July 1, 1999 and (iii) reduce the interest rates
by 0.25%.  At September 30, 1996, the Company was in compliance with the
covenants and requirements of the revolving credit facility.  

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.

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 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 1996 and thereafter 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

Quarterly dividends declared for the first and second quarters of 1996
were $0.24 per share of common stock, and $0.26 per share of common stock
for the third quarter of 1996.  Consistent with the Company's policy,
dividends are paid the quarter after declared.  As of September 30, 1996,
dividends of $1,125,000 were accrued on the Series A Convertible
Preferred Stock.  They 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 that the 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.

All of the Company's properties have had Phase I environmental site
assessments (which involve inspection without soil sampling or
groundwater analysis) by independent environmental consultants and have
been inspected for hazardous materials as part of the Company's
acquisition inspections.  None of these Phase I assessments has revealed
any environmental conditions requiring material expenditures for
remediation.  

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

During the nine months ended September 30, 1996, the Company's operating
activities provided cash flow of $8,688,000.  Investing activities
utilized cash of $55,389,000, mainly for real estate acquisitions. 
Financing activities provided cash flow of  $46,801,000.

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, 1996 amounted to $3,720,000 and $9,620,000,
respectively.  During the same periods in 1995, FFO amounted to
$1,041,000 and $2,961,000, respectively.  FFO was determined in
accordance with the National Association of Real Estate Investment
Trusts' interpretation published in March 1995.   FFO is defined as net
income, excluding gains or losses from debt restructuring and sales of
property, plus depreciation and amortization of assets related to real
estate, after adjustments for unconsolidated ventures.  FFO, therefore,
does not represent cash generated from operating activities in accordance
with generally accepted accounting principles and should not be
considered an alternative to net income as an indication of the Company's
performance or to cash flow as a measure of liquidity or its ability to
pay distributions.

<PAGE>
PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

   None


Item 2.  CHANGES IN SECURITIES

   At the Company's special stockholders' meeting on March 28, 1996,
the Company's stockholders approved the Company's one-for-two reverse
stock split of the Company's common stock.  The split, in which every two
issued and outstanding shares of common stock of the Company, par value
$0.01 per share, were changed into one share of common  stock of the
Company, par value $0.02, was effective as of March 29, 1996.  The
Company's common stock began trading on the New York Stock Exchange and
the Pacific Stock Exchange on a post-reverse stock split basis on 
April 1, 1996.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

   None

Item 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

   None

Item 5.  OTHER INFORMATION

   The following proforma consolidated balance sheet and income
statements give effect to the acquisition of:  350 East Plumeria Drive,
Lackman Business Center, Ninety-Ninth Street #1, Ninety-Ninth Street #2,
6600 College Boulevard, 3002 Dow Business Center, the Landsing Pacific
Portfolio, Laguna Hills Square, Westech Business Center, 100 View Street,
Fourier Avenue, Lenexa land, Lundy Avenue, Phoenix land, Kenyon Center,
115 Mason Circle, 47600 Westinghouse Drive, Napa Valley Corporate Way,
Carroll Tech Center, 47633 Westinghouse Drive and Vista Buildings 1 and
2 and the disposition of Cody Street Park and IBM Building for the
periods specified in notes 1, 2 and 4 of the pro forma balance sheet and
income statements.
<PAGE>
<TABLE>
                 BEDFORD PROPERTY INVESTORS, INC.
              PRO FORMA CONSOLIDATED BALANCE SHEET
                    AS OF SEPTEMBER 30, 1996
                           (Unaudited)
        (in thousands, except share and per share amounts)
<S>
                                               <C>              <C>               <C>
                                                Consolidated        Acquired       Consolidated
                                                 Historical      Properties (1)      Pro Forma
ASSETS:
 Real estate investments:
  Industrial buildings - held for investment      $122,001           $18,244          $140,245 
  Office buildings                                  52,677               -              52,677 
  Industrial buildings - held for sale               6,355               -               6,355 
  Retail buildings                                   6,281               -               6,281 
                                                   187,314            18,244           205,558 
  Less accumulated depreciation                      4,150               -               4,150 
                                                   183,164            18,244           201,408 
 Cash                                                1,127               -               1,127 
 Other assets                                        5,654               -               5,654 
  
  Total assets                                    $189,945           $18,244          $208,189 

LIABILITIES AND STOCKHOLDERS' EQUITY:
 Bank loan payable                                  30,754            18,118            48,872 
 Mortgage loan payable                              25,000               -              25,000 
 Accounts payable and accrued expenses               2,349                57             2,406 
 Dividend payable                                    2,815               -               2,815 
 Acquisition payable                                 3,000               -               3,000 
 Other liabilities                                   2,480                69             2,549 

  Total liabilities                                 66,398            18,244            84,642 

Redeemable preferred stock:
  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 

Common stock and other stockholders' equity:
  Common stock, par value $0.02 per share;
     authorized 15,000,000 shares, issued
     and outstanding, 6,501,325 shares                 130               -                 130 
   Additional paid-in capital                      147,744               -             147,744 
   Accumulated losses and distributions
     in excess of net income                       (74,327)              -             (74,327)
                        
     Total common stock and other stockholders' 
           equity                                   73,547               -              73,547 
  
     Total liabilities and stockholders' equity   $189,945           $18,244          $208,189
</TABLE>
<PAGE>
<TABLE>
                 BEDFORD PROPERTY INVESTORS, INC.
            PRO FORMA CONSOLIDATED STATEMENT OF INCOME
          FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                           (Unaudited)
       (in thousands, except share and per share amounts)

<S>        
                                              <C>             <C>               <C>           <C>
                                               Consolidated       Acquired        Pro Forma      Pro Forma  
                                                Historical     Properties (2)    Adjustments    Consolidated

Property operations:
  Rental income                                   $19,168          $4,794         $   -           $23,962
  Rental expenses:
     Operating expenses                             3,797             498             -             4,295 
     Real estate taxes                              1,823             332             -             2,155 
     Depreciation and amortization                  2,114             555             -             2,669 
   
Income from property operations                    11,434           3,409             -            14,843 

General and administrative expenses                (1,341)            -               -            (1,341)
Interest income                                       105             -               -               105 
Interest expense                                   (2,692)            -            (2,079)  (3)    (4,771)
        
Income before gain on sale                          7,506           3,409          (2,079)          8,836 

Gain on sale of real estate investments               359             -               -               359 

Net income                                        $ 7,865          $3,409         $(2,079)        $ 9,195 

Net income applicable to common         
   stockholders*                                  $ 4,490          $3,409         $(2,079)        $ 5,820 

Primary earnings per common and 
   common equivalent share*                       $  0.87                                         $  0.89  

Weighted average number of common and
   common equivalent shares outstanding**       5,161,087                                       6,554,423 (3) 

Earnings per common share - assuming
   full dilution                                  $  0.84                                         $  0.86  

Weighted average number of common 
   shares - assuming full dilution**            9,323,223                                      10,716,559 (3)

</TABLE>


*     Reflects dividends of $3,375 on $50,000 preferred stock issued on
      September 18. 1995.

**    Reflects the one-for-two reverse stock split effective March 29, 1996.



<TABLE>

                 BEDFORD PROPERTY INVESTORS, INC.
            PRO FORMA CONSOLIDATED STATEMENT OF INCOME
              FOR THE YEAR ENDED DECEMBER 31, 1995
                           (Unaudited)
       (in thousands, except share and per share amounts)

<S>        
                                             <C>            <C>              <C>           <C>            <C>
                                              Consolidated      Acquired      Properties     Pro Forma       Pro Forma  
                                               Historical    Properties (4)    Sold (5)     Adjustments    Consolidated

Property operations:
  Rental income                                  $11,695         $19,610       $(1,085)       $   -           $30,220
  Rental expenses:
     Operating expenses                            2,744           2,685          (321)           -             5,108 
     Real estate taxes                             1,105           1,971          (143)           -             2,933 
     Depreciation and amortization                 1,484           1,984          (223)           -             3,245 
   
Income from property operations                    6,362          12,970          (398)           -            18,934 

General and administrative expenses               (1,457)            -             -              -            (1,457)
Interest income                                      226             -             -              -               226 
Interest expense                                  (1,594)            -             -           (4,955) (6)     (6,549)
        
Income before loss on sale                         3,537          12,970          (398)        (4,955)         11,154 

Loss on sale of real estate investments             (642)            -            (205)           -              (847)

Net income                                       $ 2,895         $12,970       $  (603)       $(4,955)        $10,307  

Net income applicable to common      
   stockholders                                  $ 1,607         $12,970       $  (603)       $(8,167)        $ 5,807 (7)

Primary earnings per common and 
   common equivalent share                       $  0.52                                                      $  0.90   

Weighted average number of common and
   common equivalent shares outstanding        3,089,549                                                    6,439,549 (8) 

</TABLE>

<PAGE>
                BEDFORD PROPERTY INVESTORS, INC.
             NOTES TO PRO FORMA FINANCIAL STATEMENTS

PRO FORMA CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1996

(1)  The unaudited pro forma consolidated balance sheet reflects the
     acquisition of (i) Carroll Tech Center located in San Diego,
     California, (ii) 47633 Westinghouse Drive located in Fremont,
     California and (iii) Vista Buildings 1 and 2 located in Vista,
     California, as if such acquisitions had occurred on September 30,
     1996.  The Company acquired Carroll Tech Center on October 7,
     1996, 47633 Westinghouse Drive on October 15, 1996 and Vista
     Buildings 1 and 2 on October 17, 1996.

     The combining balance sheet for these acquisitions as of 
     September 30, 1996 is as follows (in thousands):
<TABLE>
<S>
                                         <C>               <C>               <C>                <C>
                                                               47633            Vista
                                          Carroll Tech      Westinghouse      Buildings
                                             Center            Drive           1 and 2            Total
     Assets:
      Real estate investment:
           Industrial buildings - held 
            for investment                   $7,151            $5,914           $5,179           $18,244

              Total assets                   $7,151            $5,914           $5,179           $18,244

     Liabilities:
      Bank loan payable                       7,107             5,894            5,117            18,118
      Accounts payable and
         accrued expenses                        19                20               18                57
      Other liabilities                          25                 -               44                69
      
              Total liabilities              $7,151            $5,914           $5,179           $18,244
</TABLE>
      Consolidated pro forma real estate investments as of 
      September 30, 1996 include capitalized fees of $269,500 paid by 
      the Company to Bedford Acquisitions, Inc., a corporation wholly 
      owned by Mr. Bedford ("Bedford Acquisitions"), in connection with the
      Company's acquisition of Carroll Tech Center, 47633 Westinghouse
      Drive and Vista Buildings 1 and 2.

PROFORMA CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED 
SEPTEMBER 30, 1996

(2)   The unaudited pro forma consolidated statement of income reflects
      the property acquisitions through September 30, 1996 and probable
      acquisitions as of September 30, 1996 as if they had occurred on
      January 1, 1996.  The Company acquired (i) Laguna Hills Square on
      March 27, 1996, (ii) Westech Business Center on April 25, 1996,
      (iii) 100 View Street on May 3, 1996, (iv) Fourier Avenue on May
      30, 1996, (v) Lenexa land on June 4, 1996, (vi) Lundy Avenue on
      July 9, 1996, (vii) Phoenix land on July 30, 1996, (viii) Kenyon
      Center, 115 Mason Circle and 47600 Westinghouse Drive on
      September 5, 1996, (ix) 860-870 Napa Valley Corporate Way on
      September 19, 1996, (x) Carroll Tech Center on October 7, 1996,
      (xi) 47633 Westinghouse Drive on October 15, 1996, and (xii)
      Vista Buildings 1 and 2 on October 17, 1996.

      The combining historical statement of income for the period from
      January 1, 1996 through the date of acquisition for the
      properties acquired from January 1 through September 30, 1996 is
      as follows (in thousands):
                                               
<TABLE>
<S>
                                  <C>            <C>             <C>         <C>         <C>        <C>      <C>  
                                   Laguna Hills       Westech     100 View    Fourier     Lenexa     Lundy        Subtotal
                                      Square      Business Center  Street     Avenue       Land      Avenue   carried forward  

Rental income                          $294             $374        $306       $434        $ -        $274           $1,682
Rental expenses:
   Operating expenses                    74               63          83         21          -          34              275 
   Real estate taxes                      9               28          17         33          3          29              119 
   Depreciation and amortization         20               33          23         65          -          24              165 

                                       $191             $250        $183       $315        $(3)       $187           $1,123 
</TABLE>

<TABLE>
<S>
                                      <C>        <C>       <C>      <C>         <C>            <C>          <C>
                                                                                                                 Total
                                                                                                  860-870    properties   
                                       Subtotal                                     47600       Napa Valley  acquired from
                                       brought    Phoenix   Kenyon   115 Mason   Westinghouse    Corporate   Jan. 1 through
                                       forward      Land    Center     Circle       Drive           Way      Sept. 30, 1996

Rental income                          $1,682       $ -      $788       $142        $119           $399          $3,130
Rental expenses:
   Operating expenses                     275         -        26         21          14             61             397
   Real estate taxes                      119         6        -          14          10             74             223
   Depreciation and amortization          165         -       107         13          16             52             353
   
                                       $1,123       $(6)     $655       $ 94        $ 79           $212          $2,157
</TABLE>



   The combining historical statement of income for the first nine
   months of 1996 for properties acquired after September 30, 1996
   and the statement summarizing all the acquisitions in 1996 are as
   follows (in thousands):
<TABLE>
<S>
                       <C>       <C>             <C>             <C>          <C>               <C>                 <C>
                                                                                   Total         Total properties         Total 
                        Carroll      47633                          Vista       properties          acquired from    Properties
                          Tech    Westinghouse    Westinghouse    Buildings    acquired after      Jan. 1 through      Acquired
                         Center      Drive             Land        1 and 2     Sept. 30, 1996      Sept. 30, 1996       in 1996

Rental income             $801       $472             $ -            $391         $1,664                $3,130           $4,794
Rental expenses:          
  Operating expenses        77         14               -              10            101                   397              498
  Real estate taxes         58         40               11             -             109                   223              332
  Depreciation and 
    amortization            82         54               -              66            202                   353              555

                          $584       $364             $(11)          $315         $1,252                $2,157           $3,409
</TABLE>

      Incremental costs of managing the acquired properties are
      reflected in the property operating expenses.

(3)   The unaudited pro forma consolidated statement of income reflects
      the effects of the sale of 3,350,000 shares of common stock at
      $13.00 per share, and the mortgage loan financing of $25,000,000
      as if they had occurred on January 1, 1996.  Net proceeds of the
      common stock sale, the mortgage loan financing and the borrowings
      of $48,000,000 on the credit facility were utilized to finance
      the Company's acquisition of real estate investments during the
      first nine months of 1996.  The sale of 3,350,000 shares of
      common stock was completed on April 24, 1996.  The $25,000,000
      mortgage financing was completed on May 31, 1996.

      The pro forma consolidated interest expense consists of the
      amortization of loan fees incurred for the amendment and
      expansion of the credit facility to $100,000,000, amortization of
      loan fees incurred to secure the mortgage loans, and interest
      expense incurred on the mortgage loans and borrowings on the
      credit facility.

PRO FORMA CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER
31, 1995

(4)   The unaudited pro forma consolidated statement of income reflects
      the property acquisitions in 1995 as if they had occurred on
      January 1, 1995.  The Company acquired (i) 350 East Plumeria
      Drive and Lackman Business Center on September 19, 1995, (ii)
      Ninety-Ninth Street #1 and Ninety-Ninth Street #2 on September
      20, 1995, (iii) 6600 College Boulevard on October 6, 1995, (iv)
      3002 Dow Business Center on December 5, 1995 and (v) the Landsing
      Pacific Portfolio on December 14, 1995.

      The combining historical statement of income for the period from
      January 1, 1995 through the date of acquisition for these
      properties is as follows (in thousands):
<TABLE>
<S>
                                 <C>         <C>        <C>          <C>          <C>          <C>          <C>
                                                          Ninety-                                               Total    
                                  350 East    Lackman      Ninth        6600       3002 Dow      Landsing     Properties
                                  Plumeria    Business    Street       College     Business      Pacific       Acquired 
                                   Drive       Center    #1 and #2    Boulevard     Center      Portfolio      in 1995  

Rental income                      $1,001       $269        $326         $831       $1,552        $7,056       $11,035
Rental expenses:
   Operating expenses                  35         41          30          105          210         1,037         1,458
   Real estate taxes                  104         46          49          112          189           801         1,301
   Depreciation and amortization       79         27          35           66          152           616           975
Income from property operations    $  783       $155        $212         $548       $1,001        $4,602       $ 7,301
</TABLE>
       The unaudited pro forma consolidated statement of income reflects
       the property acquisitions through September 30, 1996 and probable
       acquisitions as of September 30, 1996 as if they had occurred on
       January 1, 1995.  The Company acquired (i) Laguna Hills Square on
       March 27, 1996, (ii) Westech Business Center on April 25, 1996,
       (iii) 100 View Street on May 3, 1996, (iv) Fourier Avenue on 
       May 30, 1996, (v) Lenexa land on June 4, 1996, (vi) Lundy Avenue on
       July 9, 1996, (vii) Phoenix land on July 30, 1996, (viii) Kenyon
       Center, 115 Mason Circle and 47600 Westinghouse Drive on
       September 5, 1996, (ix) 860-870 Napa Valley Corporate Way on
       September 19, 1996, (x) Carroll Tech Center on October 7, 1996,
       (xi) 47633 Westinghouse Drive on October 15, 1996 and (xii) Vista
       Buildings 1 and 2 on October 17, 1996.  

       The combining historical statement of income for the twelve
       months of 1995 for these properties is as follows (in thousands): 
<TABLE>
<S>
                    <C>             <C>         <C>         <C>        <C>       <C>       <C>        <C>       <C>       
                                     Westech                                                                     Subtotal  
                     Laguna Hills    Business    100 View    Fourier    Lenexa    Lundy     Phoenix    Kenyon    carried  
                       Square        Center      Street     Avenue      Land     Avenue      Land     Center    forward 

Rental income         $1,080        $1,115       $640      $1,041      $ -       $494       $ -      $1,141    $5,511
Rental expenses:
  Operating expenses     345           194        240          51        -         60         -          40       930
  Real estate taxes       60            90         67          80        6         57         11        -         371
  Depreciation and 
    amortization          82           100         70         156        -         49         -         161       618
   
                      $  593        $  731       $263      $  754      $(6)      $328       $(11)    $  940    $3,592
</TABLE>
<TABLE>
<S>
                          <C>        <C>         <C>        <C>           <C>        <C>        <C>       <C>        <C>
                                                   47600       860-870                 47633                            Total
                           Subtotal               Westing-   Napa Valley   Carroll    Westing-   Westing-    Vista    Properties
                           brought    115 Mason    house      Corporate      Tech      house      house    Buildings   Acquired
                           forward      Circle     Drive         Way        Center     Drive      Land      1 and 2    in 1996 

Rental income              $5,511        $201       $174        $399        $1,170     $629      $  -         $491     $8,575
Rental expenses:
   Operating expenses         930          30         26         103           105       20         -           13      1,227
   Real estate taxes          371          20         18          91           102       53        15           -         670
   Depreciation and 
     amortization             618          20         24          78           109       72         -           88      1,009

                           $3,592        $131       $106        $127        $  854     $484      $(15)        $390     $5,669
</TABLE>

       The statement summarizing the operating results for the twelve
       months of 1995 for all acquisitions made during 1995 and 1996 is
       as follows (in thousands):

                                     Total            Total   
                                  Properties       Properties         Total    
                                   Acquired         Acquired       Properties
                                   in 1995          in 1996         Acquired 

       Rental income               $11,035           $8,575          $19,610
       Rental expenses:
         Operating expenses          1,458            1,227            2,685
         Real estate taxes           1,301              670            1,971
         Depreciation and 
           amortization                975            1,009            1,984

                                   $ 7,301           $5,669          $12,970

      Incremental costs of managing the acquired properties are
      reflected in the property operating expenses.

(5)   The unaudited pro forma consolidated statement of income reflects
      the elimination of the actual results of operations of Cody
      Street Park and the IBM Building from January 1, 1995 through the
      date of sale.  The statement also reflects the loss on the sale
      of these properties as if the sales had occurred on January 1,
      1995.  The Company sold Cody Street Park on September 20, 1995
      and the IBM Building on October 2, 1995.  

      The combining historical statement of income from January 1, 1995
      through the date of sale for these properties is as follows (in
      thousands):

                                                              IBM    
                                       Cody Street Park     Building     Total

      Rental income                           $146            $939      $1,085
      Rental expenses:
        Operating expenses                      13             308         321
        Real estate taxes                       25             118         143
        Depreciation and amortization           45             178         223
      Income from property operations         $ 63            $335      $  398

(6)   The unaudited pro forma consolidated statement of income reflects
      the effects of the sale of 3,350,000 shares of common stock at
      $13.00 per share, the mortgage loans financing of $25,000,000 and
      the sale of the $50,000,000 Convertible Preferred Stock as if
      they had occurred on January 1, 1995.  Net proceeds of the sale
      of common stock and convertible preferred stock, mortgage loan
      financing and borrowings of $48,000,000 on the credit facility
      were utilized to finance all the Company's acquisitions of real
      estate investments during 1995 and 1996.  The sale of the
      $50,000,000 Convertible Preferred Stock was completed on
      September 18, 1995, the sale of the 3,350,000 shares of common
      stock on April 24, 1996 and the mortgage loan financing on May
      31, 1996.

      The pro forma consolidated interest expense consists of the
      amortization of loan fees incurred for the amendment and
      expansion of the credit facility to $100,000,000, amortization of
      loan fees incurred to secure the mortgage loans, and interest
      expense incurred on the mortgage loans and borrowings on the
      credit facility.

(7)   Net income applicable to common stockholders shown on the pro
      forma consolidated statement of income reflects the 9% dividends
      ($4,500,000) accrued to the holders of the convertible preferred
      stock less accrued dividends reflected in the historical column
      of $1,288,000.

(8)   The weighted average number of common and common equivalent
      shares outstanding shown on the pro forma consolidated statement
      of income reflects the Company's one-for-two reverse stock split
      that took place on March 29, 1996, and the sale of the 3,350,000
      shares of common stock.

<PAGE>

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 4.1 to the Company's Registration
     Statement on Form S-2, Registration No. 333-921.

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.        

10.1 The Company's Automatic Dividend Reinvestment and Share
     Purchase Plan, as adopted by the Company, is incorporated
     herein by reference to Exhibit 4.1 to Amendment No. 2 to
     Registration Statement No. 2-94354 of ICM Property Investors
     Incorporated.

10.2 The Company's Employee Stock Option Plan, as amended and
     restated, is incorporated herein by reference to Exhibit 10.2
     to the Company's Registration Statement on Form S-2,
     Registration No. 333-921.

10.3 The Company's 1992 Directors' Stock Option Plan, as amended
     and restated, is incorporated herein by reference to Exhibit
     10.3 to the Company's Registration Statement on Form S-2,
     Registration No. 333-921.

10.4 Second Amended and Restated Credit Agreement dated as of June
     26, 1996, by and between the Company, as Borrower, Bank of
     America National Trust and Savings Association and the
     several financial institutions (the "Banks").

10.5 Sale and Option Agreement dated as of August 26, 1995, by and
     between Kemper Investors Life Insurance Company, on behalf of
     itself and Participants (as defined therein), as Lender, the
     Company, as Purchaser, and Tustin Properties, as Owner, for
     3002 Dow Business Center is incorporated herein by reference
     to Exhibit 10.19 to the Company's Quarterly Report on Form
     10-Q for the quarter ended September 30, 1995.

10.6 BPIA Agreement dated as of January 1, 1995, by and between
     Westminster Holdings, Inc., a California corporation and the
     Company is incorporated herein by reference to Exhibit 10.14
     to the Company's Quarterly Report on Form 10-Q for the
     quarter ended September 30, 1995.

10.7 Employment Agreement made as of February 17, 1993, by and
     between ICM Property Investors Incorporated and Peter B.
     Bedford is incorporated by reference to Exhibit 10.14 to the
     Company's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1994, as amended by Form 10-K/A filed on
     May 1, 1995, and Form 10-K/A-2 filed on August 8, 1995.

10.8 Amendment No. 1 to Employment Agreement dated as of September
     18, 1995, by and between Peter B. Bedford and the Company is
     incorporated herein by reference to Exhibit 10.10 to the
     Company's Quarterly Report on Form 10-Q for the quarter ended
     September 30, 1995.

10.9 Series A Convertible Preferred Stock Purchase Agreement,
     among the Company, AEW Partners, L.P. and Peter B. Bedford
     dated as of May 18, 1995, is incorporated herein by reference
     to Exhibit 10.15 to the Company's Quarterly Report on Form
     10-Q for the quarter ended June 30, 1995.

10.10   Amendment No. 1 to the Series A Convertible Preferred Stock
        Purchase Agreement dated September 11, 1995, among the
        Company, AEW Partners, L.P. and Peter B. Bedford, is
        incorporated herein by reference to Exhibit 10.12 to the
        Company's Quarterly Report on Form 10-Q for the quarter ended
        September 30, 1995.

10.11   Standstill Agreement dated as of September 18, 1995, by and
        between the Company and Peter B. Bedford is incorporated
        herein by reference to Exhibit 10.13 to the Company's
        Quarterly Report on Form 10-Q for the quarter ended September
        30, 1995.

10.12   Purchase and Sale Agreement dated as of October 19, 1995,
        between Landsing Pacific Fund, Inc., a Maryland corporation
        as Seller, and the Company, the Buyer, as amended, is
        incorporated herein by reference to Exhibit 2.1 to the
        Company's Current Report on Form 8-K filed on December 27,
        1995.

10.13   Amended and Restated Promissory Note date May 24, 1996
        executed by the Company and payable to the order of
        Prudential Insurance Company of America.

27*  Financial Data Schedule

* Filed herewith

B.   Reports on Form 8-K

     None.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, Sections 13 or 15(a), Registrant has duly caused this report
to be signed on its behalf of the undersigned, thereunto duly
authorized.

Dated:  November 13, 1996


     BEDFORD PROPERTY INVESTORS, INC.
                (Registrant)


     By:     /s/ PETER B. BEDFORD
          Peter B. Bedford
          Chairman of the Board
and
          Chief Executive
Officer


     By:     /s/ DONALD A. LORENZ
          Donald A. Lorenz
          Executive Vice
President and
          Chief Financial
Officer
          (Principal Financial
Officer)


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



<PAGE>
<PAGE>
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