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 quarterly period ended June 30, 2001.

      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)                      (Zip Code)


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


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 August 10, 2001
---------------------------------------------------------------------------
Common Stock, $0.02 par value                         17,016,016

<PAGE>
            BEDFORD PROPERTY INVESTORS, INC. AND SUBSIDIARIES

                                  INDEX



PART I.  FINANCIAL INFORMATION                                          Page

ITEM 1.  FINANCIAL STATEMENTS

Statement                                                                 1

Consolidated Balance Sheets as of June 30, 2001
and December 31, 2000 (Unaudited)                                         2

Consolidated Statements of Income for the three and six months ended
June 30, 2001 and 2000 (Unaudited)                                        3

Consolidated Statements of Stockholders' Equity and Comprehensive Income
for the six months ended June 30, 2001 (Unaudited)                        4

Consolidated Statements of Cash Flows for the six months ended
June 30, 2001 and 2000 (Unaudited)                                        5

Notes to Consolidated Financial Statements                             6-15

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION                         16-20

ITEM 3.  QUALITATIVE AND QUANTITATIVE DISCLOSURES
ABOUT MARKET RISK                                                     21-22

PART II.  OTHER INFORMATION

ITEMS 1 - 6                                                           23-24

SIGNATURES                                                               25

<PAGE>
             BEDFORD PROPERTY INVESTORS, INC. AND SUBSIDIARIES


PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



                                 STATEMENT

The consolidated financial statements included herein have been prepared by
Bedford Property Investors, Inc. (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 its financial condition and
results of operations for the interim periods presented.  Such adjustments are
of a normal recurring nature.  These consolidated financial statements should
be read in conjunction with the notes to consolidated financial statements
appearing in the annual report to stockholders for the year ended December 31,
2000.

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

                                
<PAGE>
<TABLE>
                  BEDFORD PROPERTY INVESTORS, INC. AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEETS
                     AS OF JUNE 30, 2001 AND DECEMBER 31, 2000
                                    (Unaudited)
                (in thousands, except share and per share amounts)
<S>                                  <C>                   <C>

                                      June 30, 2001         December 31, 2000
-----------------------------------------------------------------------------
Assets:

Real estate investments:
  Industrial buildings                $302,495                  $305,857
  Office buildings                     310,092                   310,882
  Operating properties held
       for sale                         16,318                     5,226
  Properties under development          18,797                    13,702
  Land held for development             11,636                    11,721
-----------------------------------------------------------------------------
                                       659,338                   647,388
  Less accumulated depreciation         42,968                    35,944
-----------------------------------------------------------------------------
                                       616,370                   611,444
Cash and cash equivalents                  505                     3,160
Other assets                            23,108                    19,562
-----------------------------------------------------------------------------

                                      $639,983                  $634,166
=============================================================================

Liabilities and Stockholders' Equity:

Bank loan payable                     $106,560                 $  77,320
Mortgage loans payable                 222,298                   224,205
Accounts payable and
  accrued expenses                      10,935                    15,665
Dividend and distributions
  payable                                7,691                     8,005
Other liabilities                        6,573                     8,227
-----------------------------------------------------------------------------
    Total liabilities                  354,057                   333,422
-----------------------------------------------------------------------------
Minority interest in
  consolidated partnership               1,229                     1,229
-----------------------------------------------------------------------------
Stockholders' equity:
 Common stock, par value $0.02
   per share; authorized
   50,000,000 shares; issued and
   outstanding 17,013,172 shares
   in 2001 and 17,709,738 shares
   in 2000                                 340                       354
 Additional paid-in capital            301,561                   316,084
 Accumulated dividends in
    excess of net income               (17,217)                  (16,923)
Accumulated other comprehensive
    income                                  13                      -
------------------------------------------------------------------------------

      Total stockholders' equity       284,697                   299,515
------------------------------------------------------------------------------

                                      $639,983                  $634,166
==============================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
             BEDFORD PROPERTY INVESTORS, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF INCOME
         FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                              (Unaudited)
           (in thousands, except share and per share amounts)
<S>                           <C>           <C>       <C>         <C>

                                    Three Months             Six Months
                                   2001         2000      2001        2000
---------------------------------------------------------------------------
Property Operations:
   Rental income                $ 25,033     $ 24,957  $ 49,423    $ 49,349
   Rental expenses:
      Operating expenses           4,248        4,416     8,013       8,343
      Real estate taxes            2,296        2,453     4,591       4,834
      Depreciation and
        amortization               3,932        3,380     7,764       6,523
---------------------------------------------------------------------------

Income from property
   operations                     14,557       14,708    29,055      29,649

General and administrative
   expenses                       (1,005)        (931)   (2,023)     (1,826)
Interest income                       47           73       103         107
Interest expense                  (5,785)      (6,300)  (11,687)    (12,350)
----------------------------------------------------------------------------

Income before (loss) gain on
     sales and minority
     interest                      7,814        7,550    15,448      15,580

(Loss) gain on sales of real
   estate investments               -              (6)     -         15,228
Minority interest                    (35)         (33)      (70)        (66)
----------------------------------------------------------------------------

Net income                     $   7,779    $   7,511  $ 15,378    $ 30,742
============================================================================

Earnings per share - basic     $    0.46    $    0.41  $     0.90  $   1.64
============================================================================

Weighted average number of
   shares - basic             16,877,182   18,256,565  17,139,474 18,771,601
============================================================================

Earnings per share - diluted   $    0.45    $    0.41  $     0.88  $   1.62
============================================================================


Weighted average number of
   shares - diluted           17,220,131   18,489,403  17,474,559 18,993,949
============================================================================
</TABLE>
See accompanying notes to consolidated financial statements.







<TABLE>
             BEDFORD PROPERTY INVESTORS, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                  FOR THE SIX MONTHS ENDED JUNE 30, 2001
                                 (Unaudited)
                  (in thousands, except per share amounts)

<S>                    <C>       <C>          <C>           <C>             <C>

                                              Accumulated    Accumulated     Total
                                 Additional    dividends        other        stock-
                        Common     paid-in    in excess of   comprehensive   holders'
                         stock     capital     net income       income       equity
-------------------------------------------------------------------------------------
Balance,
  December 31, 2000      $ 354    $316,084     ($16,923)     $   -          $299,515

Issuance of common stock     3         599         -             -               602

Repurchase and retirement
  of common stock          (17)    (15,971)        -             -           (15,988)

Amortization of deferred
  compensation             -           849         -             -               849

Dividends to common
  stockholders
 ($0.90 per share)         -          -         (15,672)         -           (15,672)
-------------------------------------------------------------------------------------

Subtotal                   340     301,561      (32,595)         -           269,306
-------------------------------------------------------------------------------------

Net income                 -          -          15,378          -            15,378

Other comprehensive
  income                   -          -            -               13             13
-------------------------------------------------------------------------------------

Comprehensive income       -          -          15,378            13         15,391
-------------------------------------------------------------------------------------

Balance, June 30, 2001    $ 340   $301,561   ($  17,217)        $  13       $284,697
=====================================================================================
 </TABLE>
See accompanying notes to consolidated financial statements.























<TABLE>
                   BEDFORD PROPERTY INVESTORS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                       (Unaudited)
                                      (in thousands)
<S>                                                          <C>           <C>
                                                                 2001         2000
------------------------------------------------------------------------------------
Operating Activities:
  Net income                                                  $ 15,378     $ 30,742
  Adjustments to reconcile net income to net cash
     provided by operating activities:
    Minority interest                                               70           66
    Depreciation and amortization                                9,059        7,440
    Stock compensation amortization                                849          880
    Allowance for doubtful accounts                                213         -
    Gain on sales of real estate investments, net                 -         (15,228)
    Change in other assets                                      (1,913)      (3,668)
    Change in accounts payable and
      accrued expenses                                          (6,753)      (1,703)
    Change in other liabilities                                 (1,654)      (1,339)
------------------------------------------------------------------------------------

Net cash provided by operating activities                       15,249       17,190
------------------------------------------------------------------------------------

Investing Activities:
  Investments in real estate                                   (11,867)     (14,535)
  Proceeds from sales of real estate investments, net             -          38,504
------------------------------------------------------------------------------------

Net cash (used) provided by investing activities               (11,867)      23,969
------------------------------------------------------------------------------------

Financing Activities:
  Proceeds from bank loan payable, net of loan costs            29,194       33,269
  Repayments of bank loan payable                               (1,924)     (34,228)
  Refund (payment) of loan costs                                    42         (638)
  Repayments of mortgage loans payable                          (1,907)      (1,672)
  Issuance of common stock                                         602           91
  Payment of dividends and distributions                       (16,056)     (16,123)
  Repurchase and retirement of common stock                    (15,988)     (20,885)
------------------------------------------------------------------------------------

Net cash (used) by financing activities                         (6,037)     (40,186)
------------------------------------------------------------------------------------

Net (decrease) increase in cash and cash equivalents            (2,655)         973
Cash and cash equivalents at beginning of period                 3,160        1,584
------------------------------------------------------------------------------------

Cash and cash equivalents at end of period                   $     505      $ 2,557
====================================================================================

Supplemental disclosure of cash flow information:

Cash paid during the year for interest, net of amounts
   capitalized of $629 in 2001 and $1,330 in 2000            $  10,656      $11,542
====================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.

<PAGE>
            BEDFORD PROPERTY INVESTORS, INC. AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                               JUNE 30, 2001


Note 1.  The Company and Basis of Presentation

The Company

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

Basis of Presentation

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

Per Share Data

Per share data are based on the weighted average number of common shares
outstanding during the year.  Stock options issued under the Company's stock
option plans, non-vested restricted stock, and the limited partnership units
of Bedford Realty Partners, L.P. are included in the calculation of diluted
per share data if, upon exercise or vestiture, they would have a dilutive
effect.

Derivative Instruments and Hedging Activities

Effective January 1, 2001, the Company adopted Statement of Financial
Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative
Instruments and Hedging Activities," as amended by FASB Statement No. 137,
"Accounting for Derivative Instruments and Hedging Activities - Deferral of
the Effective Date of FASB Statement No. 133," and Statement No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging
Activities."  SFAS 133, as amended, establishes accounting and reporting
standards for derivative financial instruments.  Specifically, SFAS 133
requires an entity to recognize all derivatives as either assets or
liabilities in the statement of financial position and to measure those
instruments at fair value.  Additionally, the fair value adjustments will
affect either stockholders' equity or net income depending on whether the
derivative instrument qualifies as a hedge for accounting purposes and, if
so, the nature of the hedging activity.  The adoption of SFAS 133 did not
have a material impact on the Company's financial statements.  See Note 4.

The Company requires that hedging derivative instruments are effective in
reducing the interest rate risk exposure that they are designated to hedge.
This effectiveness is essential for qualifying for hedge accounting.
Instruments that meet the hedging criteria are formally designated as hedges
at the inception of the derivative contract.  When the terms of an
underlying transaction are modified, or when the underlying hedged item
ceases to exist, all changes in the fair value of the instrument are marked-
to-market with changes in value included in net income each period until the
instrument matures.  Any derivative instrument used for risk management that
does not meet the hedging criteria is marked-to-market each period.

Reclassifications

Certain prior year accounts have been reclassified to conform to the current
year presentation.

Note 2. Real Estate Investments

As of June 30, 2001, the Company's real estate investments were diversified
by property type as follows (dollars in thousands):
<TABLE>
<S>                                 <C>              <C>          <C>
                                    Number of                     Percent of
                                    Properties         Cost       Total Cost
                                   -----------------------------------------

Industrial buildings                     58           $302,495         46%
Office buildings                         27            310,092         47%
Operating properties held for sale        5             16,318          2%
Properties under development              5             18,797          3%
Land held for development                10             11,636          2%
                                   -----------------------------------------

Total                                   105           $659,338        100%
                                   =========================================

</TABLE>

<PAGE>
The following table sets forth the Company's real estate investments as
of June 30, 2001 (in thousands):

<TABLE>
<S>                    <C>        <C>         <C>           <C>           <C>
                                                                Less
                                              Development    Accumulated
                          Land     Building   In-Progress    Depreciation    Total
                        ------------------------------------------------------------
Industrial buildings
Northern California     $ 43,523   $107,395    $   -         $ 13,294      $137,624
Arizona                   20,218     56,715        -            5,184        71,749
Southern California       18,309     42,925        -            4,882        56,352
Greater Seattle Area       3,408     10,002        -              869        12,541
                        ------------------------------------------------------------

Total industrial
  buildings               85,458    217,037        -           24,229       278,266
                        ------------------------------------------------------------

Office buildings
Northern California        5,165     17,253        -            1,379        21,039
Arizona                   11,954     27,915        -            2,058        37,811
Southern California        9,361     21,950        -            2,093        29,218
Colorado                  10,658     75,321        -            3,928        82,051
Greater Seattle Area      16,811    100,766        -            7,087       110,490
Nevada                     2,102     10,836        -            1,061        11,877
                        ------------------------------------------------------------
Total office buildings    56,051    254,041        -           17,606       292,486
                        ------------------------------------------------------------

Operating properties
 held for sale
Northern California        1,831      9,257        -              733        10,355
Colorado                   1,911      3,319        -              400         4,830
                        ------------------------------------------------------------
Total operating
  properties held
  for sale                 3,742     12,576        -            1,133        15,185
                        ------------------------------------------------------------
Properties under
 development
Northern California          462       -          1,898          -            2,360
Southern California          889       -            517          -            1,406
Colorado                   3,562       -         11,469          -           15,031
                        ------------------------------------------------------------
Total properties under
  development              4,913       -         13,884          -           18,797
                        ------------------------------------------------------------
Land held for
 development
Northern California        3,822       -             54          -            3,876
Arizona                      645       -           -             -              645
Southern California        2,998       -            126          -            3,124
Colorado                   3,684       -            307          -            3,991
                        ------------------------------------------------------------
Total land held for
  development             11,149       -            487          -           11,636
                        ------------------------------------------------------------
Total as of
  June 30, 2001         $161,313   $483,654     $14,371      $ 42,968      $616,370
                        ============================================================
Total as of
  December 31, 2000     $160,997   $476,999     $ 9,392      $ 35,944      $611,444
                        ============================================================
</TABLE>

Company personnel directly manage all but three of the Company's properties
from regional offices in Lafayette, California;  Tustin, California;
Phoenix, Arizona; Denver, Colorado; and Seattle, Washington.  The Company
has retained outside managers to assist in some of the management functions
for these three properties:  U.S. Bank Centre in Reno, NV and Bryant Street
Quad and Bryant Street Annex in Denver, CO.  All financial record-keeping
is centralized at the Company's corporate office in Lafayette, California.

Income from property operations for operating properties held for sale as
of June 30, 2001 was $957,000 and $822,000 for the six months ended June
30, 2001 and 2000, respectively.

Note 3.  Debt

Bank Loan Payable

In May 2001, the Company renewed its revolving credit facility with a bank
group led by Bank of America.  The facility, which matures on June 1, 2004,
consists of a $150 million secured line with an accordion feature to expand
the facility to $175 million, if needed.  Interest on the facility is at a
floating rate equal to either the lender's published "reference rate" or
LIBOR plus a margin ranging from 1.35% to 1.55% depending on the Company's
leverage level.  As of June 30, 2001, the facility had an outstanding
balance of $106,560,000 and is secured by 32 properties and interest in
such properties, which collectively accounted for approximately 34% of the
Company's annualized base rent and approximately 34% of the Company's total
real estate assets as of June 30, 2001.

The credit facility contains various restrictive covenants including, among
other things, a covenant limiting quarterly dividends to 95% of average
Funds From Operations.  The Company was in compliance with the covenants
and requirements of its revolving credit facility during the quarter ended
June 30, 2001.

The daily weighted average amount owed to the bank was $91,603,000 and
$139,833,000 for the six months ended June 30, 2001 and 2000, respectively.
The weighted average annual interest rates in each of these periods was
6.73% and 7.55%, respectively.  The effective interest rate at June 30,
2001 was 5.65%.


<PAGE>
Mortgage Loans Payable

Mortgage loans payable at June 30, 2001 consist of the following (in
thousands):
<TABLE>
<S>   <C>                                        <C>
      7.50% note due January 1, 2002             $ 14,183
      7.02% note due March 15, 2003                18,736
      Floating rate note due January 1, 2005,
       current rate of 7.40%(1)                     4,523
      7.17% note due June 1, 2005                  26,505
      Floating rate note due August 1, 2005,
       current rate of 5.55%(2)                     7,386
      Floating rate note due August 1, 2005,
       current rate of 5.55%(2)                    23,136
      8.90% note due July 31, 2006                  8,242
      6.91% note due July 31, 2006                 19,727
      7.95% note due December 1, 2006              21,703
      7.17% note due June 1, 2007                  36,050
      7.17% note due June 1, 2009                  42,107
                                                  -------
                                                 $222,298
                                                  =======

</TABLE>
(1)  Current rate based on 3 month LIBOR plus 2.50% (adjusted quarterly).

(2) Current rate based on fixed rate on interest swap agreements.
See Note 4.

<PAGE>
The mortgage loans are collaterized by 49 properties and interest in such
properties, which collectively accounted for approximately 59% of the
Company's annualized base rents and approximately 51% of the Company's
total real estate assets as of June 30, 2001.  The Company was in
compliance with the covenants and requirements of its various mortgage
financings during the quarter ended June 30, 2001.

The following table presents scheduled principal payments on mortgage loans
as of June 30, 2001 (in thousands):

      Twelve month period ending June 30, 2002              $  18,056
      Twelve month period ending June 30, 2003                 22,104
      Twelve month period ending June 30, 2004                  4,018
      Twelve month period ending June 30, 2005                 32,907
      Twelve month period ending June 30, 2006                 30,930
           Thereafter                                         114,283
                                                              -------
                                                             $222,298
                                                              =======

Note 4.  Derivative Instruments and Hedging Activities

In the normal course of business, the Company is exposed to the effect of
interest rate changes.  The Company limits these risks by following
established risk management policies and procedures including the use of
derivatives.  For interest rate exposures, interest rate swaps are used
primarily to hedge the cash flow risk of variable rate borrowing
obligations.

The Company does not use derivatives for trading or speculative purposes.
Further, the Company has a policy of only entering into contracts with
major financial institutions.  When viewed in conjunction with the
underlying and offsetting exposure that the derivatives are designed to
hedge, the Company has not sustained a material loss from those
instruments, nor does it anticipate any material adverse effect on its net
income or financial position in the future from the use of derivatives.

Interest rate swaps that convert variable payments to fixed payments are
cash flow hedges.  Hedging relationships that are fully effective have no
effect on net income or FFO.  The unrealized gains and losses in the fair
value of these interest rate swaps are reported on the balance sheet, as a
component of other assets, with a corresponding adjustment to accumulated
other comprehensive income.

On June 18, 2001, the Company entered into interest swap agreements with
United California Bank.  The swap agreements allow the Company to hedge its
exposure to variable interest rates on two mortgages with remaining
principal balances totaling $30,522,000 by effectively paying a fixed rate
of interest over the term of the swap agreement.  Interest rate pay
differentials that arise under these swap agreements are recognized in
interest expense over the term of the contracts.  These interest rate swap
agreements were considered to be fully effective in hedging the variable
rate risk associated with the two mortgages.

The following summarizes the notional value, carrying value and fair value
of the Company's interest swap contracts.  The notional value at June 30,
2001 provides an indication of the extent of the Company's involvement in
these contracts at that time but does not represent exposure to credit,
interest rate or market risks.




<TABLE>
<S>           <C>         <C>            <C>             <C>
                                                           Approximate
  Notional      Fixed       Contract       Cumulative        Asset at
   Amount       Rate        Maturity       Cash Paid, Net  June 30, 2001 (1)
  ----------------------------------------------------------------------
 $23,136,410     5.55%       June 30, 2002    $630             $ 9,718
   7,386,063     5.55%       June 30, 2002     201               3,102
  --------------------------------------------------------------------
 $30,522,473                                  $831             $12,820
  ====================================================================
</TABLE>

To determine the fair values of derivative instruments in accordance with
SFAS 133, the Company uses the discounted cash flow method, which requires
the use of assumptions about market conditions and risks existing at the
balance sheet date.  Considerable judgment is required in interpreting
market data to develop estimates of market value.  Accordingly, estimated
fair value is a general approximation of value, and such value may or may
not actually be realized.

At June 30, 2001, $13,000 is included in other assets and accumulated other
comprehensive income, a stockholders' equity account, reflecting the
estimated market value of the swap contracts at that date.





(1)  Represents the approximate amount which the Company
would have received as of June 30, 2001 if the swap contracts
were terminated.


<PAGE>
Note 5.  Segment Disclosure

The Company has five reportable segments organized by the region in which
they operate: Northern California (Northern California and Nevada),
Southwest (Arizona and greater Austin, Texas), Southern California,
Northwest (greater Portland, Oregon and greater Seattle, Washington) and
Colorado.  During the year ended December 31, 2000, the Midwest portfolio
(greater Kansas City, Kansas/Missouri, and greater Dallas, Texas) was sold;
therefore, the Midwest segment is not reported for the six months ended
June 30, 2001.

The accounting policies of the segments are the same as those described
in the summary of significant accounting policies.  The Company evaluates
performance based upon income from real estate from the combined
properties in each segment.
<TABLE>
<S>                    <C>          <C>         <C>         <C>         <C>       <C>       <C>
                               For the six months ended June 30, 2001 (in thousands, except percentages)
                        ----------------------------------------------------------------------------------

                        Northern                Southern                          Corporate
                        California   Southwest  California   Northwest  Colorado  & Other    Consolidated
                        ----------------------------------------------------------------------------------
Rental income           $   17,438   $   8,396   $  7,079    $   9,251   $ 7,259   $   -     $ 49,423
Operating expenses and
   real estate taxes         3,666       2,337     1,349         2,634     2,618       -       12,604
Depreciation and
   amortization              2,422       1,494       961         1,800     1,087       -        7,764
                        ----------------------------------------------------------------------------------

Income from property
   operations               11,350       4,565     4,769         4,817     3,554       -       29,055

Percent of income from
   property operations         39%         16%       16%           17%       12%        0%       100%

General and administrative
   expenses                      -           -         -             -         -    (2,023)    (2,023)
Interest income(1)              13           -         -             6         -        84        103
Interest expense                 -           -         -             -         -   (11,687)   (11,687)
                        ------------------------------------------------------------------------------------

Income (loss) before
   minority interest        11,363       4,565     4,769         4,823     3,554   (13,626)    15,448

Minority interest                -           -         -             -         -       (70)       (70)
                        ------------------------------------------------------------------------------------

Net income (loss)         $ 11,363    $  4,565  $  4,769      $  4,823  $  3,554  $(13,696)  $ 15,378
                        ====================================================================================

Real estate investments   $203,597    $117,446  $ 97,075      $130,988  $110,232  $      -   $659,338
                        ====================================================================================

Additions of real
   estate investments     $  2,856    $    441  $    874      $    139  $  7,640  $      -   $ 11,950
                        ====================================================================================

Total assets              $216,782    $110,319  $108,177      $116,481  $  81,539 $   6,685  $639,983
                        ====================================================================================
</TABLE>
(1)  The interest income in the Northern California and Northwest
segments represents interest earned from tenant notes receivable.
<PAGE>
<TABLE>
<S>                   <C>         <C>       <C>         <C>        <C>      <C>      <C>       <C>
                              For the six months ended June 30, 2000 (in thousands, except percentages)
                       -------------------------------------------------------------------------------------

                       Northern              Southern                                 Corporate
                       California  Southwest California  Northwest  Midwest  Colorado & Other   Consolidated
                       -------------------------------------------------------------------------------------
Rental income          $ 16,717    $  9,541  $  6,770    $  9,468   $  2,500 $  4,353  $     -    $ 49,349
Operating expenses and
   real estate taxes      3,657       2,639     1,316       3,028        823    1,714        -      13,177
Depreciation and
    amortization          2,360       1,158       953       1,560        (86)     578        -       6,523
                       -------------------------------------------------------------------------------------

Income from property
    operations           10,700       5,744     4,501       4,880      1,763    2,061        -      29,649

Percent of income from
    property operations     36%         19%       15%         17%         6%       7%       0%        100%

General and administrative
    expenses                  -           -         -           -          -        -   (1,826)     (1,826)
Interest income(1)           14           1         -           1          -        -       91         107
Interest expense              -           -         -           -          -        -  (12,350)    (12,350)
                        ------------------------------------------------------------------------------------

Income before gain on
  sales of real estate
  investments and
  minority interest      10,714       5,745     4,501       4,881      1,763    2,061  (14,085)     15,580

Gain (loss) on sales of
  real estate
  investments            14,219           -        (6)      1,015          -        -        -      15,228
Minority interest             -           -         -           -          -        -      (66)        (66)
                       -------------------------------------------------------------------------------------

Net income             $ 24,933    $  5,745  $  4,495    $  5,896   $  1,763  $ 2,061 $(14,151)   $ 30,742
                       =====================================================================================

Real estate
  investments          $198,787    $137,407  $ 92,450    $143,042   $ 30,522  $70,168 $      -    $672,376
                       =====================================================================================

Additions
  (dispositions)
  of real estate
  investments          $ (6,471)   $  3,896  $ (2,008)   $ (7,339)  $    229  $ 4,336 $      -    $ (7,357)
                       =====================================================================================

Total assets           $208,371    $124,861  $101,616    $126,642   $ 30,654  $64,265 $  4,756    $661,165
                       =====================================================================================
</TABLE>
(1)  The interest income in the Northern California, Southwest
and Northwest segments represents interest earned from
tenant notes receivable.

<PAGE>
Note 6.  Earnings per Share

Following is a reconciliation of earnings per share:
(in thousands, except share and per share amounts)

<TABLE>
<S>                                <C>          <C>          <C>          <C>
                                Three Months Ended June 30,  Six Months Ended June 30,
                                -----------------------------------------------------
                                       2001         2000          2001        2000
                                -----------------------------------------------------
Basic:

Net income                         $     7,779  $     7,511  $    15,378  $    30,742
                                   ==================================================
Weighted average number of
  shares - basic                    16,877,182   18,256,565   17,139,474   18,771,601
                                   ==================================================

Earnings per share:

Earnings per share - basic         $      0.46  $      0.41  $      0.90  $      1.64
                                   ==================================================
Diluted:

Net income                         $     7,779  $     7,511  $    15,378  $    30,742
Add: minority interest                      35           33           70           66
                                   --------------------------------------------------
Net income for diluted earnings
  per share                        $     7,814  $     7,544  $    15,448  $    30,808
                                   ==================================================
Weighted average number of
  shares - basic                    16,877,182   18,256,565   17,139,474   18,771,601
Weighted average shares of
  dilutive stock options
  using average period stock
  price under the
   treasury stock method                45,036       40,090       46,687       48,405
Weighted average shares issuable
  upon the conversion of
  operating partnership units           77,992       77,992       77,992       77,992
Weighted average shares of non-
  vested restricted stock using
  average period stock price
  under the treasury stock method      219,921      114,756      210,406       95,951
                                    -------------------------------------------------
Weighted average number of
  shares - diluted                  17,220,131   18,489,403   17,474,559   18,993,949
                                    =================================================
Earnings per share - diluted        $     0.45 $      0.41  $      0.88  $      1.62
                                    =================================================
</TABLE>
Note 7.  Related Party Transactions

The Company's activities relating to the development and acquisition of new
properties and debt and equity financings have been performed by Bedford
Acquisitions, Inc. (BAI) pursuant to a written contract dated
January 1, 1995, as amended.  The contract provides that BAI is obligated to
provide services to the Company with respect to the Company's acquisition
and financing activities, and that BAI is responsible for the payment of its
expenses incurred in connection therewith.  The contract provides that BAI
is to be paid a fee in an amount equal to the lesser of (i) 1 1/2% of the
gross amount of the aggregate purchase price of the property for
acquisitions and dispositions, up to 1 1/2% of any loans arranged by BAI,
plus 7% of development project costs, or (ii) an amount equal to (a) the
aggregate amount of approved expenses funded by BAI through the time of such
acquisition, disposition, loan or development minus (b) the aggregate amount
of fees previously paid to BAI pursuant to such arrangement.  In no event
will the aggregate amount of fees paid to BAI exceed the aggregate amount of
costs funded by BAI.  The agreement with BAI has a term of one year and
expires on December 31, 2001.  The agreement is to be automatically extended
for an additional term of one year unless either party gives notice of its
intent to terminate the agreement by October 31, 2001.

For the six months ended June 30, 2001 and 2000, the Company paid BAI
$1,817,000 and $1,770,000, respectively, for activities performed pursuant
to the foregoing arrangements.  The Company believes that the fees charged
under the foregoing arrangements (i) have been and continue to be comparable
to those charged by other sponsors of real estate investment entities or
other third party service providers and (ii) have been and continue to be
charged only for completed transactions and development services provided.
Such fees are properly accounted for as costs of acquired assets or
originated debt to which they relate, or as selling costs with respect to
dispositions.

Note 8.  Commitments and Contingencies

As of June 30, 2001, the Company has contractual construction commitments
relating to its properties under development of approximately $25 million of
which $22 million has been paid.

From time to time, the Company is subject to legal claims in the ordinary
course of business.  The Company currently is not aware of any such legal
proceedings or claims that it believes will have, individually or in the
aggregate, a material adverse effect on its business, prospects, financial
condition or operating results.

Note 9.  Subsequent Event

In August 2001, the Company closed on $18 million of mortgage financing from
Washington Mutual Bank.  The loan has a 5-year term and bears interest at a
floating rate of a trailing 1-year treasury rate plus 2.6%.  Proceeds from
the loan were used to pay down a portion of the outstanding balance of the
$150 million line of credit.                           .







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

Results of Operations

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

Variances in revenues, expenses, net income and cash flows for the six
months ended June 30, 2001 when compared with the same period in 2000 were
due primarily to the acquisition, development, and sale of operating
properties as follows:
<TABLE>
<S>                             <C>           <C>         <C>            <C>
                                  Activities from            Activities from
                                 January 1, 2000 to          July 1, 2000 to
                                    June 30, 2000              June 30, 2001
                                 Number of                 Number of
                                 Operating     Square      Operating      Square
                                 Properties     Feet       Properties      Feet
                                ----------------------------------------------------
         Acquisitions
             Office                  -           -              1         165,191
                                ----------------------------------------------------
                                     -           -              1         165,191
                                ====================================================

         Development
             Industrial              2         72,362           5         308,649
             Office                  2         93,692           4         207,145
                                ----------------------------------------------------
                                     4        166,054           9         515,794
                                ====================================================

         Sales
             Industrial              4        325,329          11         591,772
             Office                  -           -              5         314,204
                                ----------------------------------------------------
                                     4        325,329          16         905,976
                                ====================================================
</TABLE>


Three Months Ended June 30, 2001 Compared with Three Months Ended June 30,
2000

Income from Property Operations
Income from property operations (defined as rental income less rental
expenses) decreased $151,000 or 1% in 2001 compared with 2000.  This is due
to an increase in rental expenses (which include operating expenses, real
estate taxes, and depreciation and amortization) of $227,000, offset in part
by an increase in rental income of $76,000.

The increases in rental income and rental expenses are primarily
attributable to development activities during 2000 and 2001, as well as the
acquisition and sales of properties during the year 2000.  Development and
acquisitions activities increased rental income and rental expenses in 2001
by $1,839,000 and $1,196,000, respectively, as compared to 2000.  These
increases were offset by the sale of fifteen industrial properties and five
office properties in 2000 which resulted in a reduction in rental income and
rental expenses of $3,073,000 and $969,000, respectively as compared to
2000.  The remaining increase in rental income of $1,310,000 is due to an
increase in rental rates and expense recovery income.

Expenses
Interest expense, which includes amortization of loan fees, decreased
$515,000 or 8% in 2001 compared with 2000.  The decrease is attributable to
lower interest rates and reduced principal balances on the Company's
variable rate debt.



The amortization of loan fees was $616,000 and $402,000 in 2001 and 2000,
respectively.  General and administrative expense increased $74,000 or 8% in
2001 compared with 2000, primarily as a result of increased compensation
costs.

Gain (loss) on sales
In the second quarter 2000, the Company sold an industrial property in San
Diego, California for a net sale price of $2,165,000, which resulted in a
loss of approximately $6,000.

Dividends
Common stock dividends to stockholders and distributions to Operating
Partnership (OP) Unitholders declared for the second quarter of 2001 were
$0.45 per share or OP Unit.  Consistent with the Company's policy, dividends
and distributions were paid in the quarter after the quarter in which they
were declared.

Six Months Ended June 30, 2001 Compared with Six Months Ended June 30, 2000

Income from Property Operations
Income from property operations (defined as rental income less rental
expenses) decreased $594,000 or 2% in 2001 compared with 2000.  This is due
to an increase in rental expenses (which include operating expenses, real
estate taxes, and depreciation and amortization) of $668,000, offset in part
by an increase in rental income of $74,000.

The increases in rental income and rental expenses are primarily
attributable to development activities in 2000 and 2001, as well as the
acquisition and sales of properties during the year 2000.  Development and
acquisitions activities increased rental income and rental expenses in 2001
by $4,054,000 and $2,588,000, respectively, as compared to 2000.  These
increases were offset by the sale of fifteen industrial properties and five
office properties in 2000 which resulted in a reduction in rental income and
rental expenses of $6,520,000 and $2,020,000, respectively as compared to
2000.  The remaining increase in rental income of $2,540,000 is due to an
increase in rental rates and expense recovery income.  The balance of the
increase in rental expenses of $100,000 is mainly due to increased
depreciation expense on capital improvements.

Expenses
Interest expense, which includes amortization of loan fees, decreased
$663,000 or 5% in 2001 compared with 2000.  The decrease is attributable to
lower interest rates on the Company's variable rate debt.

The amortization of loan fees was $1,131,000 and $778,000 in the first six
months of 2001 and 2000, respectively.  General and administrative expense
increased $197,000 or 11% in 2001 compared with 2000, primarily as a result
of increased compensation costs.

Gain (loss) on sales
In the first quarter 2000, the Company sold an industrial property in San
Jose, California and two industrial properties in Beaverton, Oregon for net
sale prices totaling $36,339,000, which resulted in an aggregate gain of
approximately $15,234,000.

In the second quarter 2000, the Company sold an industrial property in San
Diego, California for a net sale price of $2,165,000, which resulted in a
loss of approximately $6,000.



<PAGE>
Dividends
Common stock dividends to stockholders and distributions to Operating
Partnership (OP) Unitholders declared for the first and second quarters of
2001 were $0.45 per share or OP Unit.  Consistent with the Company's policy,
dividends and distributions were paid in the quarter after the quarter in
which they were declared.

Liquidity and Capital Resources

In May 2001, the Company renewed its revolving credit facility with a bank
group led by Bank of America.  The facility, which matures on June 1, 2004,
consists of a $150 million secured line with an accordion feature to expand
the facility to $175 million, if needed.  Interest on the facility is at a
floating rate equal to either the lender's published "reference rate" or
LIBOR plus a margin ranging from 1.35% to 1.55% depending on the Company's
leverage level.  As of June 30, 2001, the facility had an outstanding
balance of $106,560,000 and an effective interest rate of 5.65%.

The Company was in compliance with the covenants and requirements of its
various debt financings during the quarter ended June 30, 2001.  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, 2001, the Company's operating
activities provided cash flow of $15,249,000.  Investing activities utilized
cash of $11,867,000 for real estate investments and development.  Financing
activities utilized net cash flow of $6,037,000 consisting of the net
proceeds from bank borrowings and mortgage loans of $29,235,000 and net
proceeds from the issuance of common stock of $602,000, offset by repayment
of bank borrowings and mortgage loans of $3,830,000, payment of dividends
and distributions of $16,056,000, and the repurchase of 844,118 shares of
common stock for $15,988,000.

The Company expects to fund the cost of acquisitions, capital expenditures,
costs associated with lease renewals and reletting of space, repayment of
indebtedness, share repurchases, 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), and (iii) the sale of certain real estate investments.

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

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

Interest Rate Fluctuations

At the present time, borrowings under the Company's credit facility, the
$4.6 million mortgage loan from Union Bank, and the $30.89 million mortgage
loans from Security Life of Denver Insurance Company bear interest at
floating rates.  The floating interest rate on the $30.89 million mortgage
loans has been fixed for a period of 1 year with interest swap agreements.
The Company recognizes that its results from operations may be negatively
impacted by future increases in interest rates and substantial additional
borrowings to finance property acquisitions, development projects and share
repurchases.

Lease Renewals

While the Company historically has been successful in renewing and reletting
space, the Company is subject to the risk that certain leases expiring in
2001 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.

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, including
escalations in electricity costs in California and neighboring states,
however, could result in an increase in the Company's borrowings and other
operating expenses.

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.  Accordingly, the Company does not currently anticipate
that compliance with federal, state and local environmental protection
regulations will have any material adverse impact on the financial position,
results of operations or liquidity of the Company.  There can be no
assurance, however, that future discoveries or events at the Company's
properties, or changes to current environmental regulations, will not result
in such a material adverse impact.

Recent Accounting Pronouncements

In July 2001, The Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations," which requires that the purchase method of
accounting be used for all business combinations initiated after June 30,
2001.  The Company will adopt SFAS No. 141 effective January 1, 2002.  The
Company has determined that the adoption of SFAS No. 141 will not have a
material impact on the Company's financial statements.

In July 2001, the Financial Accounting Standards Board issued SFAS No. 142,
"Goodwill and Other Intangible Assets," which addresses financial accounting
and reporting for acquired goodwill and other intangible assets and
supersedes APB Opinion No. 17, "Intangible Assets."  The Company will adopt
SFAS No. 142 effective January 1, 2002.  The Company has determined that the
adoption of SFAS No. 142 will not have a material impact on the Company's
financial statements.


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, 2001 was $11,746,000 and $23,212,000, respectively.  During the
same periods in 2000, FFO was $10,930,000 and $22,103,000, respectively.
FFO is used by financial analysts in evaluating REITs and can be one measure
of a REIT's ability to make cash distributions.  Presentation of this
information provides the reader with an additional measure to compare the
performance of REITs.  FFO is generally defined by the National Association
of Real Estate Investment Trusts as net income (loss) (computed in
accordance with accounting principles generally accepted in the United
States of America), excluding extraordinary items such as gains (losses)
from debt restructurings and sales of property, plus depreciation and
amortization, and after adjustments for unconsolidated partnerships and
joint ventures.  FFO was computed by the Company in accordance with this
definition.  FFO does not represent cash generated by operating activities
in accordance with generally accepted accounting principles; it is not
necessarily indicative of cash available to fund cash needs and should not
be considered as an alternative to net income (loss) as an indicator of the
Company's operating performance or as an alternative to cash flow as a
measure of liquidity.   Further, FFO as disclosed by other REITs may not be
comparable to the Company's presentation.

<TABLE>
<S>                            <C>           <C>          <C>          <C>
                                     Three Months Ended        Six Months Ended
                                           June 30,                 June 30,
                                   2001           2000          2001        2000
                                   -------------------------------------------------
Funds From Operations
 (in thousands, except
  share amounts):


   Net income                      $ 7,779       $ 7,511       $15,378     $ 30,742
   Add:
     Depreciation and
       amortization                  3,932         3,380         7,764        6,523
     Minority interest                  35            33            70           66
     (Gain) loss on sales, net        -                6          -         (15,228)
                                   -------------------------------------------------
     Funds From Operations         $11,746       $10,930       $23,212     $ 22,103
                                   =================================================
     Weighted average number
       of shares - diluted      17,220,131    18,489,403    17,474,559   18,993,949
                                ====================================================
</TABLE>



<PAGE>
ITEM 3.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

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

The Company's interest rate risk is monitored using a variety of techniques.
The table below presents the principal amounts, weighted average annual
interest rates, fair values and other terms required by year of expected
maturity to evaluate the expected cash flows and sensitivity to interest
rate changes (dollars in thousands):
<TABLE>
<S>                 <C>      <C>      <C>       <C>      <C>      <C>       <C>      <C>
                                   Twelve Month Period Ending June 30,
                                                                                       Fair
                      2002     2003     2004      2005     2006   Thereafter  Total    Value
                    -------------------------------------------------------------------------
Variable rate
  LIBOR debt        $    74  $   685  $107,342  $ 5,020  $27,807      -     $140,928 $140,928
Average interest
  rate                7.40%    5.70%     5.65%    7.12%    5.48%      -        5.67%    5.67%

Fixed rate debt     $17,982  $21,419  $  3,237  $27,887  $ 3,122  $114,283  $187,930 $190,242
Average interest
  rate                7.40%    7.05%     7.35%    7.19%    7.40%     7.37%     7.31%    7.25%
</TABLE>

As the table incorporates only those exposures that exist as of June 30,
2001, it does not consider those exposures or positions which could arise
after that date.  Moreover, because firm commitments are not presented in
the table above, the information presented therein has limited predictive
value.  As a result, the Company's ultimate realized gain or loss with
respect to interest rate fluctuations will depend on the exposures that
arise during the period, the Company's hedging strategies at that time, and
interest rates.

On June 18, 2001, the Company entered into interest swap agreements with
United California Bank.  The swap agreements allow the Company to hedge its
exposure to variable interest rates on two mortgages with remaining
principal balances totaling $30,522,000 by effectively paying a fixed rate
of interest over the term of the swap agreement.  Interest rate pay
differentials that arise under these swap agreements are recognized in
interest expense over the term of the contracts.  These interest rate swap
agreements were considered to be fully effective in hedging the variable
rate risk associated with the two mortgages.

The following summarizes the notional value, carrying value and fair value
of the Company's interest swap contracts.  The notional value at June 30,
2001 provides an indication of the extent of the Company's involvement in
these contracts at that time but does not represent exposure to credit,
interest rate or market risks.



<TABLE>
<S>           <C>      <C>             <C>             <C>
Notional       Fixed    Contract        Cumulative      Approximate Asset
Amount (1)       Rate     Maturity       Cash Paid, Net   at June 30, 2001 (2)
---------------------------------------------------------------------------
$23,136,410     5.55%  June 30, 2002         $630             $ 9,718
  7,386,063     5.55%  June 30, 2002          201               3,102
----------------------------------------------------------------------
$30,522,473                                  $831             $12,820
======================================================================
</TABLE>

(1) The notional amount is included in the table of qualitative and
    quantitative disclosure about market risk as variable rate LIBOR debt
    and fixed rate debt, as applicable.

(2) Represents the approximate amount which the Company would have received
    as of June 30, 2001 if the swap contracts were terminated.


To determine the fair values of derivative instruments in accordance with
SFAS 133, the Company uses the discounted cash flow method, which requires
the use of assumptions about market conditions and risks existing at the
balance sheet date.  Considerable judgment is required in interpreting
market data to develop estimates of market value.  Accordingly, estimated
fair value is a general approximation of value, and such value may or may
not actually be realized.

At June 30, 2001, $13,000 is included in other assets and accumulated other
comprehensive income, a stockholders' equity account, reflecting the
estimated market value of the swap contracts at that date.





<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 17, 2001 to
consider the following proposals:

    1.  To elect five directors by the holders of the Common Stock for the
        ensuing year.

    2.  To ratify the appointment by the Board of Directors of the
        Company's independent public accountants for the year ending
        December 31, 2001.

All proposals were approved.  Following are the results of the voting for
proposals 1 and 2:
<TABLE>
<S>                                  <C>            <C>           <C>
                                            For       Against      Abstain
                                         ----------------------------------
1. To elect five directors to serve
   until the next annual meeting of
   stockholders                          15,998,815       -        229,871

2. To ratify the appointment by the
   Board of Directors of the
   Company's independent
   public accountants                    16,157,015     40,922      30,749
</TABLE>

Item 5.  OTHER INFORMATION

    None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

A.  Exhibits
   Exhibit No.         Exhibit

     3.1(a)     Articles of Incorporation of Bedford Property Investors,
                Inc. is incorporated herein by reference to Exhibit 4.2
                of the Company's Registration Statement on Form S-2 (File
                No. 333-00921) filed on February 14, 1996.

     3.1(b)     Charter of the Company, as amended, is incorporated
                herein by reference to Exhibit 4.2 of the Company's
                Amendment No. 1 to its Registration Statement on Form S-2
                (File No. 333-00921) filed on March 29, 1996.


     3.1(c)     Articles of Amendment of Charter of Bedford Property
                Investors, Inc. is incorporated herein by reference to
                Exhibit 3.1 to the Company's Form 10-Q for the quarter
                ended June 30, 1997.

     3.2        Amended and Restated Bylaws of the Company is
                incorporated herein by reference to Exhibit 3.2 to the
                Company's Form 10-K for the year ended December 31, 2000.

     10.35*     Fifth Amended and Restated Credit Agreement among Bedford
                Property Investors, Inc., The Banks Party Hereto, Bank of
                America, NA, as Administrative Agent for The Banks, Union
                Bank of California, NA, as Co-Agent, and Banc of America
                Securities LLC, as Sole Lead Arranger and Sole Book
                Manager, dated May 18, 2001.

     10.36*     Promissory Note, dated as of July 23, 2001, between
                Bedford Property Investors, Inc. as Borrower and
                Washington Mutual Bank as Lender.

     10.37*     Interest Rate Protection Agreement, dated as of June 18,
                2001, between Bedford Property Investors, Inc. and United
                California Bank, formerly Sanwa Bank California.

     10.38*     Interest Rate Protection Agreement, dated as of June 18,
                2001, between Bedford Property Investors, Inc. and United
                California Bank, formerly Sanwa Bank California.

     10.39*     Master Agreement, dated as of May 15, 2001, between
                Bedford Property Investors, Inc. and United California
                Bank, formerly Sanwa Bank California.


*  Filed herewith


B.   Reports on Form 8-K

     None

<PAGE>
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: August 14, 2001

     BEDFORD PROPERTY INVESTORS, INC.
                (Registrant)


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


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