SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-Q


 x   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the quarter ended June 30, 1997.

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

                  Commission File Number 1-12222

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


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


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


Registrant's telephone number, including area code  (510)283-8910



Indicate by check mark whether Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months or for such shorter period that Registrant was required
to file such reports and (2) has been subject to such filing requirements for
the past 90 days.  Yes  x   No___

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


           Class                               Outstanding as of August 12, 1997
Common Stock, $0.02 par value               
                                                                    11,157,200 

<PAGE>
                  BEDFORD PROPERTY INVESTORS, INC.

                              INDEX



PART I.  FINANCIAL INFORMATION                            Page

ITEM 1.  FINANCIAL STATEMENTS

Statement                                                    1

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

Consolidated Statements of Income for the three and six 
months ended June 30, 1997 and 1996                          3

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

Consolidated Statements of Cash Flows for the six months 
ended June 30, 1997 and 1996                                 5

Notes to Consolidated Financial Statements                6-10



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's Discussion and Analysis of Results of 
Operations and Financial Condition                       10-13


PART II.  OTHER INFORMATION

ITEMS 1 - 6                                              14-15

SIGNATURES                                                  15

Exhibit 11                                                  16

Exhibit 27                                                  17
<PAGE>
                  BEDFORD PROPERTY INVESTORS, INC.


PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



                            STATEMENT

The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission.  The information furnished reflects all adjustments which
are, in the opinion of management, necessary for a fair presentation of results
of operations for the interim periods.  Such adjustments are of a normal
recurring nature.  These financial statements should be read in conjunction with
the notes to financial statements appearing in the annual report to stockholders
for the year ended December 31, 1996.

                                <PAGE>
                BEDFORD PROPERTY INVESTORS, INC.
            CONSOLIDATED BALANCE SHEETS (Unaudited)
       (in thousands, except share and per share amounts)
                                                      June 30,     December 31,
                                                        1997           1996
Assets:
   Real estate investments:
        Industrial buildings                          $201,326       $164,674 
        Office buildings                                96,164         53,071 
        Retail buildings                                  -             6,281 
        Operating properties held for sale              20,767            - 
        Industrial properties under development         10,304          5,388 

                                                       328,561        229,414 
   Less accumulated depreciation                         7,126          4,913 

                                                       321,435        224,501 

Cash                                                     1,075          1,328 
Other Assets                                            10,180          5,995 


     Total assets                                     $332,690       $231,824 


Liabilities and Stockholders' Equity:
Bank loan payable                                       58,350         46,097 
Mortgage loans payable                                  60,584         51,850 
Accounts payable and accrued expenses                    4,531          2,214 
Dividend and distributions payable                       4,163          2,827 
Other liabilities                                        3,525          3,371 


     Total liabilities                                 131,153        106,359 


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


Minority interest in consolidated partnership            1,497          1,709 


Common Stock and other stockholders' equity:
  Common stock, par value $0.02 per share;
   authorized 50,000,000 shares in 1997 and 
     15,000,000 shares in 1996; issued and
   outstanding 11,155,950 shares in 1997 and
   6,526,325 shares in 1996                                223            131 
Additional paid-in capital                             223,454        147,622 
Accumulated losses and distributions in
  excess of net income                                 (73,637)       (73,997)
     Total stockholders' equity                        150,040         73,756 
     Total liabilities and stockholders' equity       $332,690       $231,824
 See accompanying notes to consolidated financial statements.
<PAGE>
                 BEDFORD PROPERTY INVESTORS, INC.
                CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited)
       (in thousands, except share and per share amounts)
<TABLE>
<S>
                                          <C>             <C>           <C>            <C>
                                                   Three Months                  Six Months

                                                1997           1996          1997            1996


Property operations:
   Rental income                              $10,627        $6,369        $19,683         $12,078  
   Rental expenses:
        Operating expenses                      1,560         1,155          3,023           2,314 
        Real estate taxes                         890           669          1,715           1,234 
        Depreciation and amortization           1,248           718          2,374           1,326 


Income from property operations                 6,929         3,827         12,571           7,204 

General and administrative expenses              (578)         (495)        (1,117)           (927)
Interest income                                    44            44            144              62 
Interest expense                               (1,509)         (755)        (3,032)         (1,765)


Income before minority interest and 
  gain on sale                                  4,886         2,621          8,566           4,574 

Gain on sale                                      -             359            -               359  
Minority interest                                 (26)          -              (51)            -     


Net income                                   $  4,860        $2,980       $  8,515         $ 4,933 


Net income applicable to common 
  stockholders(1)                            $  3,735        $1,855       $  6,265         $ 2,683 


Primary earnings per common and
   common equivalent share                   $   0.33        $ 0.33       $   0.61         $  0.61 


Primary weighted average number of
   common and common equivalent shares     11,377,560     5,682,402     10,243,123       4,432,999 


Earnings per common share - assuming          
   full dilution                            $    0.31        $ 0.30       $   0.59         $  0.57 
            

Weighted average number of common
   shares - assuming full dilution         15,639,278     9,849,069     14,546,136       8,599,666 
</TABLE>
(1)     Reflects reduction for quarterly dividends of $1,125 on the $50,000 
        series A convertible preferred stock.

See accompanying notes to consolidated financial statements.


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

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

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

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

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

Net income                                    -                    -                 11,021                 11,021  

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

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

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

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

Issuance of common stock                     92                  80,087                 -                   80,179 

Costs of issuance of common stock             -                  (4,210)                -                   (4,210)

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

Net income                                    -                     -                 8,515                  8,515 

Dividends to common shareholders
  ($0.53 per share)                           -                     -                (5,905)                (5,905)

Dividends to preferred shareholders (9%)      -                     -                (2,250)                (2,250)

Balance June 30, 1997                      $223                $223,454            $(73,637)              $150,040 

</TABLE>
See accompanying notes to consolidated financial statements.
                                 







                BEDFORD PROPERTY INVESTORS, INC.
             CONSOLIDATED STATEMENTS OF CASH FLOWS
  FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (Unaudited)
                         (in thousands)
                                

                                                       1997         1996 


Operating Activities:
  Net income                                       $   8,515      $ 4,933  
  Adjustments to reconcile net income to net cash 
     provided by operating activities:
    Minority Interest                                     51          -     
    Depreciation and amortization                      2,818        1,664 
    Gain on sale of real estate investments              -           (359)
    Change in other assets                            (4,261)      (2,162)
    Change in accounts payable and
      accrued expenses                                 2,317         (159)
    Change in other liabilities                          396          475 


Net cash provided by operating activities              9,836        4,392 


Investing Activities:
  Investments in real estate                         (90,175)     (30,274)
  Proceeds from sale of real estate investments          -            922 

Net cash used by investing activities                (90,175)     (29,352)


Financing Activities:
  Proceeds from bank loan                             67,333       22,600 
  Proceeds from mortgage loan                            -         25,000 
  Repayments of bank loan                            (55,909)     (60,153)
  Repayments of mortgage loans                          (180)         -      
  Proceeds from issuance of common stock              75,969       41,102  
  Redemption of partnership units                       (257)         -      
  Payment of dividends                                (6,870)      (3,621)

Net cash provided by financing activities             80,086       24,928 

Net decrease in cash                                    (253)         (32)
Cash at beginning of period                            1,328        1,027 

Cash at end of period                             $    1,075      $   995 

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

b)  Cash paid during the period for interest      $    2,838      $ 1,577 

See accompanying notes to consolidated financial statements.

                BEDFORD PROPERTY INVESTORS, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                
                                
Note 1.  The Company and Basis of Presentation

The Company

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

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-Q and, therefore, do not include all
information and footnotes necessary for a fair presentation of financial
condition, results of operations, and cash flows in conformity with generally
accepted accounting principles. 

Per Share Data

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

Recent Accounting Pronouncements

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

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

Note 2. Real Estate Investments

As of June 30, 1997, the Company's real estate investments were diversified by
property type as follows (in thousands):

                                     Number of              
                                    Properties        Cost          % of Total


Industrial Buildings                        41      $201,326                61
Office Buildings                            12        96,164                29
Operating Properties Held for Sale           3        20,767                 7
Industrial Properties Under Development      5        10,304                 3


Total                                       61      $328,561               100


<PAGE>
The following table sets forth the Company's real estate investments as of June
30, 1997 (in thousands):
<TABLE>
<S>                                         <C>          <C>          <C>                 <C>              <C>
                                                                         Development                 Less 
                                                                                  In          Accumulated
                                                  Land      Building        Progress         Depreciation        Total
Industrial
Greater San Francisco Bay Area, California     $40,413      $ 83,682               -              $ 2,317     $121,778
Greater Los Angeles Area, California            12,866        28,786               -                1,015       40,637
Denver, Colorado                                 1,911         3,142               -                  113        4,940
Phoenix, Arizona                                 3,531         4,653               -                  131        8,053
Greater Portland Area, Oregon                    2,652         8,107               -                  326       10,433
Greater Kansas City Area                         2,254         9,329               -                  518       11,065

Total Industrial                                63,627       137,699               -                4,420      196,906

Suburban Office
Greater Los Angeles Area, California             8,816        17,025               -                  144       25,697
Salt Lake City, Utah                               359         6,462               -                  654        6,167
Greater Kansas City Area                         2,518         3,999               -                  155        6,362
Greater San Francisco Bay Area, California       1,763         4,941               -                  201        6,503
Greater Seattle Area, Washington                 5,095         7,250               -                  134       12,211
Phoenix, Arizona                                 4,943         6,905               -                   53       11,795
Tucson, Arizona                                  1,332         2,631               -                    5        3,958
Reno, Nevada                                     2,102        10,264               -                   38       12,328
Austin, Texas                                    2,766         6,993               -                   13        9,746

Total Suburban Office                           29,694        66,470               -                1,397       94,767

Properties Held for Sale
Greater Los Angeles Area, California             5,006         9,480               -                1,199       13,287
Colorado Springs, Colorado                       2,890         3,391               -                  110        6,171

Total Properties Held for Sale                   7,896        12,871               -                1,309       19,458

Industrial Properties Under Development
Greater San Francisco Bay Area, California         -             -               6,044                -          6,044
Phoenix, Arizona                                   -             -               2,323                -          2,323
Greater Kansas City Area                           -             -               1,937                -          1,937


Total Industrial Properties Under Development      -             -              10,304                -         10,304


Total                                         $101,217      $217,040           $10,304             $7,126     $321,435 
</TABLE>
 
The Company internally manages all but 8 of its properties from its regional
offices in Lafayette, CA; San Jose, CA; Tustin, CA; Phoenix, AZ; Lenexa, KS; and
Bellevue, WA.  For the eight properties located in markets not served by a
regional office, the Company has subcontracted on-site maintenance to local
firms.  All financial record-keeping is centralized at the Company's corporate
office in Lafayette, CA.

In July 1997 the Company acquired 592,000 square feet of real estate for a total
cost of $55,020,000, consisting of a suburban office building in Renton,
Washington, a suburban office building in Phoenix, Arizona and a research and
development building in Tempe, Arizona.  The Company also sold two suburban
office buildings located in the Greater Los Angeles Area, California for
$25,750,000.  The sale produced a gain of $10,800,000.

Note 3.  Consolidated Partnership

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

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

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

Note 4.  Stock Options

In September 1995, the Company established a Management Stock Acquisition
program.  Under the program, options exercised by key members of management
within thirty days of the grant date may be exercised either in cash or with a
note payable to the Company.  Such note bears interest at 7.5% or the Applicable
Federal Rate as defined by the Internal Revenue Service, whichever is higher. 
The note is due in five years or within ninety days from termination of
employment, with interest payable quarterly.  During 1996 and 1995, options for
155,000 shares of Common Stock were exercised in exchange for notes payable to
the Company, bearing interest at 7.5%.  At June 30, 1997, the unpaid balance of
the notes was $1,561,173.  This amount is included in the accompanying
consolidated balance sheet as a reduction of additional paid-in capital.

Note 5.  Debt

Bank Loan Payable

In June 1997, the Company expanded its secured revolving credit facility with
Bank of America from $100 million to $150 million, maturing on June 1, 2000. 
Under this facility, the Company can borrow up to $25 million on an unsecured
basis.  The secured loans bear interest at a floating rate equal to either the
lender's published "reference rate" or LIBOR plus 1.5%.  The interest rate of
the unsecured loans is 25 basis points higher than that of the secured loans. 
The credit facility is secured by mortgages on 30 properties (which properties
collectively accounted for approximately 52% of the Company's Annualized Base
Rent and approximately 43% of the Company's total assets as of June 30, 1997),
together with the rental proceeds from such properties.

The daily weighted average amount owing to the bank was $22,417,000 and
$26,815,000 for the six months ended June 30, 1997 and 1996, respectively.  The
weighted average interest rates in these periods were 7.61% and 8.23%,
respectively.  The effective interest rate at June 30, 1997 was 7.3%.
<PAGE>
Mortgage Loans Payable

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

   Floating rate note due December 15, 1999
     current rate of 8.75%                       $  1,837
   7.5% note due January 1, 2002                   24,856
   7.02% note due March 15, 2003                   25,000
   8.9% note due July 31, 2006                      8,891
   $60,584

The mortgage loans are collaterized by 13 properties (which Properties
collectively accounted for approximately        27% of the Company's Annualized
Base Rent and approximately 26% of the Company's total assets as of 
June 30, 1997).  

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

   Twelve months period ending June 30, 1998    $     626
   Twelve months period ending June 30, 1999        2,746
   Twelve months period ending June 30, 2000        1,009
   Twelve months period ending June 30, 2001        1,088
   Twelve months period ending June 30, 2002        1,173
        Thereafter                                 53,942
                                                  $60,584
 
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.

<PAGE>
Results of Operations

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

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

                                     Number of                    Square
                                     Properties                   Feet  

   Acquisitions
   Industrial                           15                      1,418,000
   Office                                6                        627,000

                                        21                      2,045,000

   Sales
        Industrial                       2                        186,000



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

Income from Property Operations
Income from property operations (defined as rental income less rental expenses)
increased $3,102,000 or 81% in 1997 compared with 1996.  This is due to an
increase in rental income of $4,258,000 offset by an increase in rental expenses
(which include operating expenses, real estate taxes and depreciation and
amortization) of $1,156,000.

This increase in rental income and expenses is primarily attributable to the
acquisition of real estate investments.  This acquisition activity increased
rental income and rental expenses by $3,989,000 and $1,187,000, respectively. 
This was partially offset by the sale of two industrial properties in December
1996 which generated a reduction in rental income and rental expenses of
$341,000 and $147,000 respectively.

Expenses
Interest expense, which includes amortization of loan fees, increased $754,000
or 100% in 1997 compared with 1996.  The increase is attributable to the
Company's higher level of borrowings to finance the acquisition of properties
in 1997, and higher financing costs incurred in connection with the credit
facility and mortgage loans.  The amortization of loan fees was $187,000 and
$158,000 in the second quarter of 1997 and 1996, respectively.  General and
administrative expenses increased $83,000 or 17% in 1997 compared with 1996,
primarily the result of managing a larger real estate portfolio. 

Six Months Ended June 30, 1997 Compared with Six Months Ended June 30, 1996.

Income from Property Operations
Income from property operations increased $5,367,000 or 75 % in 1997 compared
with 1996.  This is due to an increase in rental income of $7,605,000 offset by
an increase in rental expenses of $2,238,000.

This increase in rental income and expenses is primarily attributable to the
acquisition of real estate investments.  This acquisition activity increased
rental income and rental expenses by $6,489,000 and $1,952,000, respectively. 
This was partially offset by the sale of two industrial properties in 1996 which
generated a reduction in rental income and rental expenses of $703,000 and
$336,000, respectively.

Expenses
Interest expense, which includes amortization of loan fees, increased $1,267,000
or 72% for the first six months of 1997 compared with the same period in 1996. 
The increase is attributable to the Company's higher level of borrowings to
finance the acquisition of properties in 1997, and higher financing costs
incurred in connection with the credit facility and mortgage loans.  The
amortization of loan fees was $370,000 and $303,000 in the first six months of
1997 and 1996, respectively.  General and administrative expenses increased
$190,000 or 20% for the first six months of 1997 compared with the same period
in 1996, primarily the result of managing a larger real estate portfolio. 

Liquidity and Capital Resources

In February 1997, the Company completed the sale of 4,600,000 shares of common
stock at $17 3/8 per share.  A portion of the net cash proceeds from the
offering was used to pay off the outstanding borrowings under the Company's
credit facility of $100 million.  The facility was amended and expanded to $150
million.  Under this facility, the Company can borrow up to $25 million on an
unsecured basis.  The secured loans bear interest at a rate of LIBOR plus 1.50%
and the unsecured loans bear interest at LIBOR plus 1.75%.  The amended facility
matures on July 1, 2000 and had an outstanding balance of $58,350,000 at June
30, 1997.  In August 1997, the Company received a commitment from its banking
group to increase its facility by an additional $25 million of secured loans. 
The Company was in compliance with the covenants and requirements of its
revolving credit facility at June 30, 1997. 

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

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

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

Potential Factors Affecting Future Operating Results

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

While the Company has historically been successful in renewing and releasing
space, the Company will be subject to the risk that certain leases expiring in
1998 may not be renewed or the terms of renewal may be less favorable to the
Company than current lease terms.  The Company expects to incur costs in making
improvements or repairs to its portfolio of properties required by new or
renewing tenants and expects to incur expenses associated with brokerage
commissions payable in connection with the reletting of space.  

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

Inflation

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

Dividends

Common stock dividends declared for the second quarter 1997 were $0.27 per
share.  Distributions declared for the second quarter of 1997 were $0.27 per OP
Unit.  Consistent with the Company's policy, dividends and distributions were
paid in the quarter after they were declared.  In addition, the Company declared
an aggregate quarterly dividend of $1,125,000 on the Series A Convertible
Preferred Stock.  The preferred stock dividends are due and payable 45 days
after the quarter end.

Government Regulations

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

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

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

The Company believes that it is in compliance in all material respects with all
federal, state and local laws regarding hazardous or toxic substances, and the
Company has not been notified by any governmental authority of any non-
compliance or other claim in connection with any of its present or former
properties.  The Company does not anticipate that compliance with federal, state
and local environmental protection regulations will have any material adverse
impact on the financial position, results of operations or liquidity of the
Company.

Financial Condition

During the six months ended June 30, 1997, the Company's operating activities
provided cash flow of $9,836,000.  Investing activities utilized cash of
$90,175,000 for real estate acquisitions.  Financing activities provided cash
flow of  $80,086,000.

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, 1997 amounted to $6,134,000 and $10,940,000, respectively.  During the same
periods in 1996, FFO amounted to $3,339,000 and $5,900,000, respectively.  Funds
From Operations is used by financial analysts in evaluating REITs and can be one
measure of a REIT's ability to make cash distributions.  Presentation of this
information provides the reader with an additional measure to compare the
performance of REITs.  Funds From Operations generally is defined by the
National Association of Real Estate Investment Trusts as net income (computed
in accordance with generally accepted accounting principles), excluding gains
from debt restructurings and sales of property, plus depreciation and
amortization, and after adjustments for unconsolidated partnerships and joint
ventures.  Funds From Operations was computed by the Company in accordance with
this definition.  Funds From Operations does not represent cash generated by
operating activities in accordance with the generally accepted accounting
principles; it is not necessarily indicative of cash available to fund cash
needs and should not be considered as an alternative to net income as an
indicator of the Company's operating performance or as an alternative to cash
flow as a measure of liquidity. 
<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 16, 1997, to consider
the following proposals:

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

   2.   Election of two directors by the holders of the Preferred Stock for
        the ensuing year.
   
   3.   To approve amendments to the Company's charter to increase the
        number of authorized shares of common stock from 15,000,000 to
        50,000,000 and

   4.   To ratify the appointment by the Board of Directors of the Company's
        independent public accountants for the year ending December 31,
        1997.

All proposals were approved.  Following are the results of the meetings for
items 3 and 4:
<TABLE>
<S>                                               <C>             <C>            <C>
                                                          For      Withheld       Abstain

3. To approve amendments to the Company's
   charter to increase the number of authorized
   shares of common stock from 15,000,000 
   to 50,000,000                                    6,571,116      676,672         25,419

4. To ratify the appointment by the Board of
   Directors of the Company's independent
   public accountants                               9,079,272        6,900         12,761
</TABLE>
Item 5.  OTHER INFORMATION

   None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

A. Exhibits

   Exhibit No.    Exhibit

     3.1*         Charter of the Company, as amended.

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

     10.17*       Third Amended and Restated Credit Agreement (Secure Loan)
                  among Bedford Property Investors, Inc., The Banks Party
                  Hereto and Bank of America National Trust and Savings
                  Association, as Arranger and as Administrative Agent for the
                  Banks, dated June 13, 1997.

     10.18*       Unsecured Credit Agreement among Bedford Property Investors,
                  Inc., The Banks Party Hereto and Bank of America National
                  Trust and Savings Association, as Arranger and as
                  Administrative Agent for the Banks.

     11*          Statement of Computation of Earnings Per Share.

     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,
the Registrant has duly caused this report to be signed on its behalf of the
undersigned, hereunto duly authorized.

Dated:  August 12, 1997


     BEDFORD PROPERTY INVESTORS, INC.
                (Registrant)

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


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