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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                FORM 10-K 405/A-2

|X|  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 (Fee Required)

For the fiscal year ended December 31, 1998      Commission file number  1-9524

                        BURNHAM PACIFIC PROPERTIES, INC.
                        --------------------------------
             (Exact name of Registrant as specified in its Charter)

           Maryland                                     33-0204162
-------------------------------               ---------------------------------
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

610 West Ash Street, San Diego, California               92101
------------------------------------------               -----
(Address of principal executive offices)                 (Zip Code)


                                 (619) 652-4700
                                 --------------
               Registrant's telephone number, including area code

          Securities registered pursuant to Section 12(b) of the Act:

                                                         Name of Each Exchange
Title of Each Class                                      On Which Registered
-------------------                                      -------------------

Common Stock, $.01 Par Value                             New York Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:
                                      None
                                      ----

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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
                                             ---

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Indicated by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
          ---

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At March 16, 1999 the aggregate market value of the Registrant's shares of
common stock, $.01 par value, held by non-affiliates of the Registrant was
$321,609,463.

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There were 31,954,008 shares of common stock outstanding at March 16, 1999.

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Part III and Item 5 incorporate certain provisions of the Registrant's Proxy
Statement for its 1999 Annual Meeting to be filed subsequently.


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[Item 7A as previously filed is amended in its entirety to read as follows:]

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK.
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The Company is exposed to the risk of interest rate changes primarily as a
result of its credit facility used to maintain liquidity and fund capital
expenditures and expansion of the Company's real estate investment portfolio.
Specifically, the Company is exposed to the impact of changes in the LIBOR
rate on its variable rate borrowings. 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. The Company
typically replaces borrowings under its credit facility, as necessary, with
long-term fixed rate financing secured by the Company's real estate. The
Company manages its exposure to interest rate risk by borrowing primarily at
fixed rates and may in the future enter into derivative financial instruments
such as interest rate swaps, caps and treasury locks in order to mitigate the
impact of changes in interest rates on variable rate debt. The Company
mitigates interest rate risk by seeking to balance its fixed rate and
variable rate debt. The Company does not enter into derivative or interest
rate transactions for speculative purposes.

As of December 31, 1998, the Company's long-term debt primarily consisted of
fixed-rate secured mortgage indebtedness, a variable rate construction loan, a
variable rate secured mortgage indebtedness, fixed rate lease obligations and a
variable rate credit facility. The average interest rate on the $371,910,000 of
secured mortgage indebtedness outstanding at December 31, 1998 was approximately
7.70%, with maturities at various dates through 2026. The weighted average
interest rate on the construction loan at December 31, 1998 was approximately
7.61%. The construction loan which matures in December 1999, had an outstanding
balance at December 31, 1998 of approximately $5,427,000. The balance
outstanding and interest rate on the variable rate secured indebtedness as of
December 31, 1998 was approximately $1,574,000 and 7.00%, respectively. This
loan is scheduled to mature in February 2017. The fixed rate lease obligations
are in connection with the historic portion of the Company's 1000 Van Ness
project. At December 31, 1998, the present value of the related minimum lease
payments was approximately $15,118,000. The weighted average interest rate on
the credit facility at December 31, 1998 was approximately 7.07%. The credit
facility, with an outstanding balance at December 31, 1998 of approximately
$180,999,000, matures November 1999. The carrying value of the credit facility,
construction loan, variable rate secured mortgage loan and lease obligations at
December 31, 1998 approximate their fair value.

The table below presents principal amounts and related weighted average rates by
year of maturity for the Company's debt as of December 31, 1998 (dollars in
thousands):

<TABLE>
<CAPTION>

                                        Fixed Rate                                    Variable Rate
                           --------------------------------------         --------------------------------------
                                                   Average                                          Average
                               Dollars               Rate                     Dollars                 Rate
                           -----------------    -----------------         -----------------     ----------------
      <S>                  <C>                  <C>                       <C>                   <C>
      1999                        $31,879            8.01%                      $186,522             7.10%
      2000                          5,848            7.49                            103             7.26
      2001                          6,467            7.60                            111             7.26
      2002                         19,302            9.23                            120             7.26
      2003                          6,555            7.57                            129             7.26
      Thereafter                  301,859            7.57                         16,133             7.45
                           -----------------    -----------------         -----------------     ----------------
                           -----------------    -----------------         -----------------     ----------------
      Total                      $371,910            7.70%                      $203,118             7.12%
                           -----------------    -----------------         -----------------     ----------------
                           -----------------    -----------------         -----------------     ----------------

                           -----------------                              -----------------
                           -----------------                              -----------------
      Fair Value                 $374,530                                       $203,118
                           -----------------                              -----------------
                           -----------------                              -----------------
</TABLE>

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As the table incorporates only those exposures that exist as of December 31,
1998, it does not consider those exposures or positions that could arise after
that date. Moreover, because future commitments are not presented in the table
above, the information presented has limited predictive value. As a result, the
Company's ultimate economic impact 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. The Company does not utilize
financial instruments for trading or other speculative purposes, nor does it
utilize leveraged financial instruments. On the basis of the fair value of the
Company's market sensitive instruments at December 31, 1998, the Company does
not consider the potential near-term losses in future earnings, fair values and
cash flows from reasonably possible near-term changes in interest rates and
exchange rates to be material.

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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.

                               BURNHAM PACIFIC PROPERTIES, INC.

Date:  June 11, 1999           By:   /s/ J. David Martin
       -------------              -------------------------------------------
                                     J. David Martin, Chief Executive Officer

Date:  June 11, 1999           By:   /s/ Daniel B. Platt
       -------------              -------------------------------------------
                                     Daniel B. Platt, Chief Financial Officer