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 September 30,
          1995
          
                      OR
          
          [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE
              SECURITIES EXCHANGE ACT OF 1934
          
              Commission File Number 1-8692
          
          PACIFIC GATEWAY PROPERTIES, INC.
          (Exact name of Registrant as specified in its
          charter)
          
                         NEW YORK                               04-2816560    
              (State or other jurisdiction of                 (IRS Employer
              incorporation or organization)               Identification No.)
                   
          ONE RINCON CENTER, 101 SPEAR STREET, SUITE 215, SAN
          FRANCISCO, CALIFORNIA 94105
          (Address of principal executive offices)(Zip Code)
          
          Registrant's telephone number, including area code
          (415) 543-8600
          
                                          Not Applicable       
                                     
          (Former name, former address and former fiscal year,
          if changed since last report)
          
          Indicate by check mark whether the 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 the 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 September
          30, 1995: 
          
          $1.00 Par Value Common Stock                       
          3,892,596         
              (Title of Class)                               
           (Number of Shares Outstanding)   
          
          
                    <PAGE>
       PACIFIC GATEWAY PROPERTIES, INC.
          
                    INDEX
          
          
          Part I - Financial Information:             Page Number
          
            Item 1.     Financial Statements
          
            Consolidated Balance Sheets as of September 30, 1995
                   and December 31, 1994                   3
          
          
            Consolidated Statements of Income for the
                   Three and Nine Months Ended September 30,
          1995 
                   and 1994                                               4
          
          
            Consolidated Statements of Cash Flows for the
                   Three and Nine Months Ended September 30,
          1995
                   and 1994                                               5
          
            Notes to Financial Statements                  6-9
          
            Item 2.     Management's Discussion and 
                           Analysis of Financial Condition
                           and Results of Operations       9-13
          
          
          Part II - Other Information
          
            Item 1.        Legal Proceedings               None
                   
            Item 2.        Changes in Security             None
          
            Item 3.        Defaults Upon Senior Securities      None
          
            Item 4.        Submission of Matters to a Vote
                           of Security Holders             None
          
            Item 5.        Other Information               13
          
            Item 6.        Exhibits and Reports on Form 8-K          13
          
          
                      
          Signatures                                                      14
          
                      <PAGE>
PACIFIC GATEWAY PROPERTIES, INC.
                  CONSOLIDATED BALANCE SHEETS (UNAUDITED) 
                    (In Thousands, Except Share Amounts)
                                              As of                As of
                                             September 30,     December 31,    
                                                 1994             1995
ASSETS
                                       
Cash and short-term investments                    $   192       $    359 
Cash reserved for capital improvements                 212            597 
Accounts receivable                                    682            785 
State income tax receivable                            220             -- 
Other current assets                                    71             42 
Investment and hotel properties:
  Land                                              15,170         15,230 
  Buildings                                         46,284         46,741 
  Furniture, fixtures and equipment                 17,005         15,165 
Subtotal investment and hotel properties            78,459         77,136 
Less-accumulated depreciation and net
  realizable value reserve                         (22,272)       (20,352)
Investment and hotel properties, net                56,187         56,784 
Equity investment in and loans to Rincon Center
  Associates, net                                    1,690          4,020 
Deferred tax asset                                   5,893          6,845 
Note receivable                                        227            229 
Capitalized loan costs, net of accumulated amortization
  of $694 and $522 at September 30, 1995 and December
  31, 1994, respectively                               598            742 
Capitalized lease commissions, net of accumulated 
  amortization of $1,465 and $1,295 at September 30, 1995
  and December 31, 1994, respectively                  763            833 
Other assets, net                                       47            198 
     Total assets                                  $66,782       $ 71,434 
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable                                   $ 1,282       $  1,132 
Accrued payroll, property and sales taxes              529            328 
Prepaid rent                                           362            210 
Accrued interest on debt                               338            459 
Tenant security deposits                               439            414 
Other current liabilities                                1             85 
Debt related to corporate, investment
  and hotel properties                              59,203         61,149 
Other debt related to equity investment
  in Rincon Center Associates                        2,589          1,950 
Deferred tax liability                              10,449         12,209 
     Total liabilities                              75,192         77,936 
Stockholders' deficit:
Common stock $1.00 par value--
  Authorized--10,000,000 shares
  Issued--4,011,150 shares                           4,011          4,011 
Paid-in-deficit                                    (10,222)       (10,222)
Retained deficit                                    (2,051)           (99)
Treasury stock, at cost--118,554 common shares at
  September 30, 1995 and 131,186 common shares at
  December 31, 1994                                 (2,038)        (2,082)
Warrants for common stock                            1,890          1,890 
Total stockholders' deficit                         (8,410)        (6,502)
     Total liabilities and stockholders'        
      deficit                                      $66,782        $71,434 

The accompanying notes are an integral part of these consolidated financial 
statements
                        PACIFIC GATEWAY PROPERTIES, INC.
                 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                     (In Thousands, Except Per Share Amounts)   

                                     For the Three Months  For the Nine Months
                                       Ended September 30,Ended September 30,
                                            1995     1994       1995    1994


Investment Properties:
  Rental revenues                          $2,896   $2,728     $9,124  $8,106 
  Operating expenses                       (1,542)  (1,506)    (4,208) (4,107)
  Interest expense                           (823)    (944)    (2,457) (2,593)
  Depreciation and amortization              (675)    (518)    (1,847) (1,518)
    Investment properties income (loss)       (144)    (240)       612    (112)
Hotel Property:
  Revenues                                  1,077    1,202      5,508   5,783 
  Operating expenses                         (954)  (1,205)    (3,623) (4,102)
  Interest expense                           (157)    (212)      (516)   (604)
  Depreciation and amortization              (171)     (99)      (482)   (285)
    Hotel income (loss)                      (205)    (314)       887     792 
Equity in Partnership Income (Loss):
  Golden Gateway Center (GGC)                  --      374         --   1,085 
  Rincon Center Associates (RCA)             (941)    (447) (2,708)   (1,704)
    Equity in partnership losses             (941)     (73)    (2,708)   (619)
General and administrative expenses          (387)    (336)    (1,045)   (992)
Interest expense on debt secured by equity
  investment in GGC and other corporate debt   --     (217)        --    (571)
Interest and fee expense for debt related to equity          
  investment in RCA                           (99)     (50)      (222)   (161)
Interest income                                14       18         29     177 
Other income                                   --       42         --     430 
Income (loss) before property transactions, 
  income taxes and extraordinary items     (1,762)  (1,170)    (2,447) (1,056)
Gain on sale of real estate assets, net      --        661     177       661 
Loss before extraordinary item and
  income taxes                            (1,762)    (509)    (2,270)   (395)
Extraordinary write-off of unamortized loan fees
  from debt refinancings                     --         --    (233)       -- 
Loss before income taxes                   (1,762)    (509)    (2,503)   (395)
Income tax (provision) benefit                364       --        551     (10)
  Net loss                                ($1,398)   ($509)   ($1,952)  ($405)


Loss per share, primary and fully diluted ($0.34)  ($0.12)    ($0.48) ($0.10)









The accompanying notes are an integral part of these consolidated 
financial statements
                                        
                                        
                        PACIFIC GATEWAY PROPERTIES, INC.
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (In Thousands)



                                      For the Three Months For the Nine Months
                                       Ended September 30,Ended September 30, 
                                            1995    1994       1995    1994 
Cash flow from operating activities:
  Net loss                               ($1,398)  ($509)   ($1,952)   ($405)
  Non-cash revenues and expenses included in income:
    Provision for depreciation and 
           amortization                      846     618      2,329    1,842 
    Equity in loss of investment 
      partnerships                           941      73      2,708      620 
    Extraordinary write-off of unamortized loan fees
      from debt refinancings                  --      --        233       -- 
    Gain on sale of real estate assets        --    (661)      (177)    (661)
Change in assets and liabilities:
  Accounts receivable, state income tax receivable
    and other current assets                 244    (583)      (145)    (197)
  Other assets                                58      53        154      (71)
  Accounts payable and other current
    liabilities                              101     942         (5)   1,059 
  Deferred taxes                            (300)     --       (808)      -- 
  Other liabilities                          297     582        325      543 
Cash flow generated by operating 
    activities                               789     515      2,662    2,730 

Cash flow from investing activities:
  Additions to investment and 
    hotel properties                        (487) (1,317)    (2,038)  (2,228)
  Proceeds from sale of properties, net       --   1,432        510    1,432 
  Contributions to Rincon Center
     Associates                             (277)    (60)      (677)    (511)
  Distribution from Rincon Center 
     Associates                              215      --        300       -- 
  Distributions from Golden Gateway Center    --     310         --      826 
Net cash (used in) generated by investing 
    activities                              (549)    365     (1,905)    (481)

Cash flow from financing activities:
  Borrowings under property and 
     corporate debt                           76     367     20,986      367 
  Borrowings in connection with equity 
     investment, net                         177      113      639       225 
  Payments on debt                          (673)   (579)   (22,532)  (1,602)
  Payment of loan costs and fees              --      (8)       (47)     (99)
  Mortgages satisfied in connection with property    
    dispositions                             (40)     --       (400)      -- 
  Issuance of Treasury Stock                  --      --         45       -- 
  (Increase) decrease in cash reserved for
    capital improvements                     287  (1,801)       385   (1,801)
  Proceeds from exercise of stock options    --       2         --         2 
Net cash used in financing activities       (173) (1,906)      (924)  (2,908)
Increase (decrease)in cash and short term 
   investments                                67   (1,026)     (167)     (659)
Balance at beginning of period               125    1,110       359      743 
Balance at end of period                   $ 192  $   84     $  192   $   84 

Supplementary disclosures:
  Cash paid for interest                   $1,011 $1,847     $3,366   $3,799 
  Cash paid for taxes                      $  157 $    4     $  373   $   10 



The accompanying notes are an integral part of these consolidated financial 
statements
           PACIFIC GATEWAY PROPERTIES, INC.
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
          For the Quarter and Nine Months Ended September 30,
                         1995
                            
          1. Organization and Summary of Significant Accounting
          Policies
          
            The accompanying unaudited consolidated financial
          statements should be read in conjunction with the 1994
          Form 10-K of the Registrant.  These statements have been
          prepared in accordance with the instructions of the
          Securities and Exchange Commission Form 10-Q and do not
          include all of the information and footnotes required by
          generally accepted accounting principles for complete
          consolidated financial statements.
          
            In the opinion of the Registrant, all material
          adjustments of a normal recurring nature considered
          necessary for a fair presentation of results of
          operations for the interim periods have been included. 
          The results of consolidated operations for the three and
          nine months ended September 30, 1995 are not necessarily
          indicative of the results that may be expected for the
          year ending December 31, 1995.
          
          Reclassifications
          
            Certain prior year amounts have been reclassified to
          be consistent with current year classifications.
          
          2.  REAL ESTATE PARTNERSHIP INVESTMENTS
          
          OPERATING PARTNERSHIPS
          
          Golden Gateway Center Partnership (GGC)--San Francisco,
          California
            
            In October of 1994, the GGC Partnership completed a
          redemption of the Registrant's remaining 29.5%
          partnership interest.  Summary financial data for GGC is
          as follows (in thousands): 
                                       Three Months               Nine Months
                                   ended September 30,     ended September 30,
                                           1994                      1994      
          Cash distributions to the Registrant    
            from GGC                      $  310                 $   826
          Income from operations:
            Revenues                      $5,086                 $15,118
            Expenses:                                
             Operating                     1,681                   5,113
             Interest                      1,865                   5,556
             Depreciation and amortization   271                     771
                                           3,817                  11,440
          Net income                      $1,269                  $3,678
          
          Registrant's share of net 
           income of GGC                  $  374                 $ 1,085
          Rincon Center Associates Partnership (RCA)--San
          Francisco, California
          
                 The Registrant owns general and limited
          partnership interests in RCA totaling approximately 23%,
          and is responsible for 20% of RCA's cash requirements in
          excess of available financing. 
          
               The Registrant earns a fee from RCA for posting a
          $4.5 million letter-of-credit and earns a preferred
          return at the prime rate plus 2% on its advances to RCA. 
          Since December 1994, the Registrant has recorded any
          letter-of-credit fees and interest on advances paid by
          RCA as a reduction to equity investment in and loans to
          RCA.  During the first nine months of 1995, RCA paid the
          Registrant approximately $300,000 in outstanding 
          letter-of-credit fees and no interest on advances.  
          The letter-of-credit expires June 23, 1996.
          
               The Registrant entered into an agreement in June
          1993 with the other general partner in RCA.  This
          agreement provides the Registrant with the flexibility
          to borrow funds from the other general partner to limit
          its future cash obligations to RCA.  Under this funding
          arrangement, all amounts advanced, related fees and
          accrued interest are non-recourse to the Registrant. 
          This agreement does not reduce the level of the
          Registrant's general and limited partnership interests
          in RCA.  Interest accrues on the unpaid portion of both
          the principal amount advanced and related fees at the
          Bank of America prime rate plus 2%.  Amounts advanced
          under this funding arrangement, plus related fees and
          accrued interest, are required to be repaid from future
          cash distributed by RCA to the Registrant, if any.  The
          total amount outstanding under this funding arrangement
          as of September 30, 1995 was $2,589,151.
          
               Summary financial statement data for RCA is as
          follows (in thousands):
          
                                  Three Months Ended       Nine Months Ended
                                     September 30,           September 30,   
                                       1995    1994        1995       1994
             Registrant's share of 
             contributions to 
             RCA, net              $    62   $    60   $   377   $   511 
          
             Income (loss) from 
             operations:
               Revenue             $ 5,105   $ 4,893    $15,358  $14,939 
               Expenses:
               Operating and 
                 lease expenses      3,407     1,190      9,630     7,265 
               Financing             4,218     4,610     14,036   12,019 
               Depreciation and 
                 amortization        1,608     1,052      3,558    3,121  
                                     9,233     6,852     27,224   22,405 
            Net loss               ($4,128)  ($1,959)  ($11,866) ($7,466)
          
            Registrant's share of 
            net loss of RCA          ($941)    ($447)  ($2,708)  ($1,704)
          
               As of the date of this report, the Managing
          General Partner of RCA had not completed the financial
          accounting for RCA Partnership.  As a result, the
          Registrant has recorded an estimate of revenue and
          expenses for the first nine months of 1995 based upon
          actual operating revenue and expenses for January
          through August 1995.  The Registrant has conferred with
          the Managing General Partner of RCA and considers the
          projection a reasonable estimate, however, actual
          results will differ from this projection.
          
          3. Per Share Data -  Per share data is based on the
          weighted average number of the Registrant's common
          shares and common share equivalents. Outstanding
          warrants and stock options enter into the common shares
          outstanding using the Treasury Stock Method.  The number
          of common share and common share equivalents used in the
          earnings per share calculations are as follows:
          
          As of September 30,            1995        1994
          
          Primary                       4,075,372 4,113,823
          Fully diluted                 4,075,372 4,240,848
          
          4. Debt
          
             Debt Secured by Mortgages on Real Estate From
          Primary Lender - In December 1993, the Registrant
          completed a restructuring of its non-revolving line-of-credit, 
          letter-of-credit, unsecured bonds, and certain
          mortgages with its primary lender.  Statement of
          Financial Accounting Standards No. 15 requires the
          Registrant to account for future interest resulting from
          this transaction using an imputed interest rate versus
          the stated rates on the debt from the primary lender. 
          In addition, the primary lender's cancellation of debt
          of $4 million, at the time of the restructuring, is not
          recognized for financial reporting purposes.  The
          imputed interest rate as of September 30, 1995, was
          approximately 4.5%.  As a result, the amount of interest
          recorded for financial reporting purposes is lower than
          the stated interest on the face amount of the debt by
          approximately $264,000 for the first nine months of
          1995.  The face amount of the debt with the primary
          lender as of September 30, 1995 and 1994 was $17,184,000
          and $46,116,000, respectively.
          
          As a result of the refinancing of the Walnut Creek
          Executive Park ("WCEP") mortgage, discussed below, the
          Registrant achieved the level of debt repayments
          necessary to cancel 650,000 warrants issued to the
          primary lender in December 1993, leaving one million
          exercisable warrants outstanding.  However, in June
          1995, the Registrant entered into a letter agreement
          with its primary lender that allows the 650,000 warrants
          to remain outstanding until the balance of the November
          1994 construction loan is repaid in full in exchange for
          the primary lender receiving lower release prices on the
          June 1995 WCEP refinancing and the sale of the Walnut
          Creek parcel of land.  During the third quarter of 1995,
          the remaining outstanding balance on the construction
          loan was repaid in full and the 650,000 warrants were
          canceled as of September 30, 1995.
          
          Other Mortgages on Real Estate - In June 1995, the
          Registrant completed the refinancing of $20,000,000 of
          debt related to WCEP.  This debt was due in the fourth
          quarter of 1997.  The new loan carries a 7.85% annual
          interest rate until maturity with fixed monthly
          amortization payments of approximately $162,000.  The
          loan is amortized over 20 years and is due July 1, 2005. 
          The new loan has a prepayment penalty and is non-recourse to the 
          Registrant.  In addition, the new loan
          requires the Registrant to fund a reserve for future
          tenant improvements of $9,314 per month in the first
          twenty four months of the loan, and increasing to
          $17,647 per month in month 25 through 68 of the loan. 
          These funds are included as cash reserved for capital
          improvements on the Registrant's Consolidated Balance
          Sheet.  As a result of this refinancing, the Registrant
          has written off the unamortized portion of the loan fees
          associated with the debt that was retired, which
          amounted to $233,000 and is recorded as an extraordinary
          item.
          
          5. Subsequent Event - On October 18, 1995, the
          Registrant entered into an agreement with an unrelated
          third party to sell the Radisson Suite Hotel in Tucson,
          Arizona for $21.3 million.  In accordance with the
          agreement, the buyer has up to sixty days to complete
          certain due diligence, and as a result, the Registrant
          can make no assurances that the sale will be completed. 
          The following summarizes the land, fixed assets, and
          other deferred costs of the hotel which are included in
          the Registrant's Consolidated Balance Sheet as of
          September 30, 1995.
          
          Land                                 $ 3,584,000 
          Building                              12,636,000 
          Furniture, fixtures and equipment      7,767,000 
                                               $23,987,000 
          Accumulated depreciation and
          amortization                         (10,199,000)
                                                13,788,000 
          Other deferred costs                     563,000 
                                               $14,351,000 
          
           ITEM 2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations
          
          Liquidity and Capital Resources
          
                              The bulk of the Registrant's resources are
          committed to relatively non-liquid real estate assets. 
          Traditionally, these assets, due to their value and cash
          flow, provided the Registrant with an ability to
          generate capital as required, both internally and
          externally, through asset-based financings.  In
          addition, since 1992, assets or portions thereof were
          sold to provide further liquidity.
          
                              The Registrant has taken several aggressive
          actions to generate and conserve cash, and continues to
          review and analyze additional potential actions.  At the
          same time, the Registrant is seeking to retain value and
          identify future opportunities for investment.  At
          September 30, 1995, the Registrant has $212,000 in
          restricted cash, investment and hotel properties with a
          net book value of $56.2 million, total fixed and
          variable mortgage debt with a book value of $59.2
          million and a stockholders' deficit of $8.4 million. 
          Accordingly, given the Registrant's desire to increase
          its liquidity, the Registrant has actively pursued
          potential sales of selected real estate assets in the
          past, has restructured and refinanced its mortgage debt,
          and has entered into an agreement with the other general
          partner of RCA to limit the Registrant's cash
          obligations to RCA.  The Registrant continues to
          evaluate alternatives to improve its liquidity through
          debt refinancings and the sale of properties which do
          not fit within its long term strategy.  Funds raised in
          the preceding fashion would be used for such things as
          tenant improvements and other capital requirements,
          certain mandatory debt reductions, and possible new
          investments.  
          
          
                              In June 1995, the Registrant completed a
          refinancing of the Walnut Creek Executive Park which
          fixed $20,000,000 in mortgage debt at a 7.85% annual
          interest rate.  This refinancing extended the maturity
          date of this debt from the fourth quarter of 1997
          through July 2005. 
          
                              In June 1995, the Registrant completed the sale of
          a parcel of land in Walnut Creek, California which
          repaid $400,000 in mortgage debt, as previously
          discussed.
          
                              At September 30, 1995, the Registrant has the
          following debt outstanding:
          
           Fixed rate, nonrecourse mortgage notes with a face
            value of $32.1 million and a quarter end weighted
            average stated interest rate of 8.7% per annum.
          
           Variable rate mortgage notes with a face value
            of $26.7 million and a quarter end weighted
            average interest rate of 7.7% per annum.  The
            variable rate notes provide for certain
            guarantees and recourse provisions applicable
            to the Registrant.
          
          Nonrecourse loans from the other general
            partner in RCA in the principal amount of $2.6
            million, interest at prime plus 2% (10.75% at
            September 30, 1995), with principal and
            interest payable from future cash distributions
            to the Registrant by RCA, if any.
            Scheduled principal maturities on the above described
            debt over the next twelve months ending September 30,
            1996 amount to approximately $1.5 million.  As discussed
            in Note 4 of the accompanying financial statements, the
            Registrant is also obligated to fund a reserve for
            tenant improvements in connection with one of its debt
            agreements.  Scheduled funding under such agreement over
            the twelve months ending September 30, 1996 amounts to
            approximately $112,000.
          
               Additionally, the Registrant is contingently liable
          under a bank letter-of-credit posted on behalf of RCA in
          the amount of $4.5 million.  The letter-of-credit is
          undrawn at September 30, 1995 and matures on June 23,
          1996.  One of the Registrant's properties is pledged as
          collateral for the letter-of-credit.
          
            As co-general partner in RCA, the Registrant has
          provided certain guarantees on RCA's debt.
          
            Except as described above, at September 30, 1995, the
          Registrant has no contractual commitments for any
          material capital expenditures over the next twelve
          months or beyond that are not expected to be funded from
          the $212,000 in cash reserved for capital improvements
          or future cash flow generated by operating activities. 
          Ongoing repair and maintenance expenditures are expected
          to be funded from cash flow generated by operating
          activities.  Future tenant improvements and leasing
          commissions will be funded, in part, from the reserve
          described above, cash flow generated by operating
          activities and funds generated from future debt
          refinancings or property sales, if any.
          
           As previously discussed, the Registrant has entered
          into a purchase agreement with an unrelated third party
          to sell its Radisson Suite Hotel in Tucson, Arizona. 
          Due to the hotel's low tax basis, the Registrant is
          evaluating whether or not to complete a tax deferred
          exchange.  If the Registrant does not complete a tax
          deferred exchange, there will be excess cash proceeds
          after payment of taxes, debt and cost of the sale which
          will be used for future capital improvements, leasing
          costs and possible acquisitions. In addition, the
          Registrant has two loan applications in process to
          refinance its San Jose office building and the
          industrial building in Tucson which will provide excess
          debt proceeds to the Registrant, and reduce and fix the
          mortgage interest rate at these properties,
          respectively.  The excess debt proceeds will be used to
          provide reserves for future capital improvements and
          leasing costs anticipated in the fourth quarter of 1995
          and throughout 1996. The Registrant can make no
          assurances that the sale of the hotel or refinancings
          will be completed. 
          
             On October 1, 1995 a mandatory principal payment of
          $250,000 was due to Citicorp Real Estate, Inc.(CREI)
          which payment was not made.  The face amount of CREI's
          debt as of September 30, 1995 was $17.2 million and is
          cross-collateralized by the Registrant's hotel property
          and an industrial building in Tucson, Arizona, and an
          office building in Weston, Florida .  Under the terms of
          the loan agreement with CREI, the Registrant's non-payment 
          of this October 1, 1995 mandatory principal
          payment of $250,000 does not constitute an "Event of
          Default" if, during the existing calender quarter and
          prior three (3) calender quarters, the Registrant has
          made payments to CREI under the terms of the loan equal
          to at least one million dollars.  Therefore, the
          Registrant has until December 31, 1995 to make this
          mandatory principal payment of $250,000, since the
          Registrant has made principal payments of $750,000
          during the prior three quarters.  The Registrant
          anticipates that it will be able to make the $250,000
          principal payment that was due October 1, 1995 by
          December 31, 1995, however, its ability to do so depends
          upon the receipt by the Registrant of certain tax
          refunds, or the completion of certain property
          refinancings or the sale of the hotel, as previously
          described.
          
             The Registrant experienced more stabilized operating
          results in 1994, and expects this trend to continue in
          1995 since certain unprofitable properties disposed of
          in 1992 and 1993 will no longer affect operating
          results. In addition, the completion of certain leasing
          transactions during the second and third quarters of
          1994 has substantially reduced the level of vacancy in
          the Registrant's portfolio; however, the Registrant is
          continuing to aggressively pursue new leases on
          currently available space and successfully renewing
          existing leases as they expire.
          
          Material Changes in Results of Operations
          
           Investment Properties  -  During the first nine months
          of 1995, the income from investment properties was
          $612,000 compared to a loss of $112,000 during the first
          nine months of 1994.  During the third quarter of 1995
          loss from investment properties was $144,000 compared to
          a loss of $240,000 during the third quarter of 1994. 
          The increase in income from investment properties for
          the first nine months of 1995 compared to 1994 is
          primarily attributable to increased occupancy in the
          Registrant's portfolio and operating expenses remaining
          relatively flat.  Interest expense decreased during the
          first nine months of 1994 from $2,593,000 to $2,457,000
          during the first nine months of 1995 as a result of the
          Registrant's 1993 debt restructuring which was offset by
          an increase in interest rates on the Registrant's
          floating rate mortgage debt.  Depreciation and
          amortization expense increased as a result of commencing
          depreciation of expenditures capitalized during 1994 and
          early 1995 relating to the Registrant's leasing
          activities and capital improvement projects.
          
            Hotel Property  -  The hotel property income was
          $887,000 in the first nine months of 1995 compared to
          $792,000 in the first nine months of 1994.  For the
          three months ended September 30, 1995, the hotel
          property loss was $205,000 compared to a loss of
          $314,000 for the three months ended September 30, 1994.
          The increase in income for the first nine months of 1995
          compared to 1994 was the result of a decrease in
          operating expenses and interest expense.  Interest
          expense decreased during the first nine months of 1994
          from $604,000 to $516,000 for the first nine months of
          1995, primarily as a result of the effects of the
          decrease in the effective interest rate in connection
          with the Registrant's debt restructuring with its
          primary lender in December 1993 which was offset by
          increased borrowing in connection with the hotel's
          refurbishment and higher interest rates during the first
          nine months of 1995.  Depreciation expense increased in
          the first nine months of 1995 compared to 1994 as a
          result of commencing depreciation on the capital
          improvements completed in late 1994.
          
             Equity in Partnership Income - Golden Gateway Center
          (GGC) - In October 1994, the GGC Partnership completed
          a redemption of the Registrant's remaining 29.5%
          partnership interest.
          
            Equity in Partnership Loss - Rincon Center Associates
          (RCA)  - The net loss for Rincon Center increased from
          $7,466,000 in the first nine months of 1994 to
          $11,866,000 in the first nine months of 1995.  The
          increase in the loss is primarily the result of an
          increase in operating expenses and interest rates on the
          project's floating rate debt.  The net loss for RCA
          during the third quarter of 1995 and 1994 was $4,128,000
          and $1,959,000, respectively.  The Registrant's equity
          share of the RCA loss amounted to $2,708,000 and
          $1,704,000 during the first nine months of 1995 and
          1994, respectively.  The Registrant's equity share of
          the RCA loss amounted to $941,000 and $447,000 in the
          third quarter of 1995 and 1994, respectively.
          
             General and Administrative Expenses -  General and
          administrative expenses in the first nine months of 1995
          amounted to $1,045,000 compared to $992,000 for the
          first nine months of 1994.  General and administrative
          expenses for the third quarter of 1995 and 1994 were
          $387,000 and $336,000, respectively.  The increase is
          primarily attributable to an increase in Directors and
          Officers liability insurance premiums, compensation and
          other professional service fees.  
          
             Interest Expense on Debt Secured by Equity Investment
          in GGC and Other Corporate Debt  -  In 1994, corporate
          interest expense relates to that portion of the
          Registrant's debt with its primary lender that was
          cross-collateralized by the Registrant's partnership
          interest in GGC.  As a result of the redemption of the
          Registrant's GGC Partnership interest in October 1994,
          a portion of the proceeds repaid all of the debt
          collateralized by the GGC partnership interest.
          
            Interest and Fee Expense for Debt Related to Equity
          Investment in RCA -  During the first nine months of
          1995 and 1994, the Registrant incurred $222,000 and
          $161,000, respectively, in interest and fee expense
          related to the funding arrangement with the other
          general partner on Rincon Center, as previously
          discussed.  During the third quarters of 1995 and 1994,
          the Registrant incurred approximately $99,000 and
          $50,000, respectively, in interest and fee expense
          relating to the RCA funding arrangement.  The respective
          increases are due to the increase in outstanding debt
          related thereto and an increase in interest rates.
          
             Interest Income  -  During the first nine months 1995
          and 1994 interest income was $29,000 and $177,000,
          respectively. Interest income was $14,000 and $18,000
          during the third quarter of 1995 and 1994, respectively.
          A significant portion of the interest income in the
          first nine months of 1994 is attributable to a payment
          by RCA for a portion of the interest outstanding on
          partnership advances to RCA.  Since December 1994, the
          Registrant has recorded interest received on its
          advances to RCA as a reduction to equity investment in
          and loans to RCA.
          
          
           Other Income - Other income was $430,000, and $42,000
          during the first nine months  and third quarter of 1994,
          respectively.   In the first nine months of 1994 other
          income includes primarily a payment by RCA to the
          Registrant for a portion of the fees due its general
          partners for posting a letter-of-credit.  Since December
          1994, the Registrant has recorded letter-of-credit fees
          received from RCA as a reduction to equity investment in
          and loans to RCA.
          
                Gain on Sale of Real Estate Asset  -  In June 1995,
          the Registrant completed the sale of a parcel of land in
          Walnut Creek, California to an unrelated third party. 
          In connection with this property disposition, the
          Registrant realized a gain of $177,000.  
          In July 1994, the Registrant completed the sale of a
          separately parceled building at Walnut Creek Executive
          Park to an unrelated third party.  In connection with
          this building sale, the Registrant realized a gain of
          $661,000.
          
           Extraordinary Write-off of Unamortized Loan Fees from
          Debt Refinancings - In June 1995, the Registrant
          completed the refinancing of the mortgage debt at Walnut
          Creek Executive Park.  As a result, the Registrant had
          written-off the unamortized portion of the loan fees
          associated with the debt that was retired. 
          
            Income Tax Benefit (Provision) -    A tax benefit is
          recorded in connection with the net loss for the three
          and nine months ended September 30, 1995 in accordance
          with Statement of Financial Accounting Standards No.
          109.  In the first nine months of 1994, the Registrant
          recorded a provision for income taxes of $10,000 which
          primarily represents state franchise tax fees.
          
          ITEM 5.  Other Information
          
           On October 26, 1995, the Registrant filed Form 10-Q/A
          (Amendment No.1) to the Form 10-Q for the quarterly
          period ended June 30, 1995.  The Form 10-Q for the
          quarterly period ended June 30, 1995 was amended to
          include a sentence regarding the extension of the
          expiration date of the $4.5 million letter-of-credit
          posted in favor of Rincon Center from June 23, 1995 to
          December 23, 1995.  In addition, a typographical error
          in Note 4 to the Registrant's Consolidated Financial
          Statements was corrected which only appeared in the
          Securities and Exchange Commission's electronically
          filed copy.

ITEM 6.  Exhibits and Reports on Form 8-K

   On October 26, 1995, the Registrant filed Form 8-K/A
(Amendment No.1) to the Form 8-K filed October 28, 1994. 
The Form 8-K dated October 28, 1994 was amended to
include certain pro forma financial information as
required by Item 7(b) of Form 8-K.











                                                        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 by the undersigned thereunto
          duly authorized.
          
          
                            PACIFIC GATEWAY PROPERTIES, INC.   
                                    Registrant
                                        
          
          
          Date: November 13, 1995                         
                     
                                    Roger D. Snell
                                    President and Chief
          Executive Officer
          
          
          
          Date: November 13, 1995                         
                       
                                    Raymond V. Marino
                                    Vice President and Chief
          Financial Officer