8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                    FORM 8-K



                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



      Date of Report (Date of Earliest Event Reported) DECEMBER 31, 1998 


                            MISSION WEST PROPERTIES, INC. 
            (Exact Name of Registrant as Specified in its Charter)


                                      MARYLAND 
                (State or Other Jurisdiction of Incorporation)


                                001-08383 95-2635431
            (Commission File Number) (I.R.S. Employer Identification No.)


                  10050 BANDLEY DRIVE, CUPERTINO, CALIFORNIA 95014 
                   (Address of Principal Executive Offices)


                                   (408) 725-0700 
             (Registrant's Telephone Number, Including Area Code)



         (Former Name or Former Address, if Changed Since Last Report)








ITEM 5.    OTHER EVENTS.

      The information reported under this item is set forth in the Press Release
issued by the Company on December  30,  1998,  a copy of which is attached as an
Exhibit.

ITEM 7.    EXHIBITS.

           (99) Additional  Exhibit:  December 30, 1998 Press Release announcing
shareholder  approval  of matters  submitted  to a vote at a Special  Meeting of
Shareholders  held on December 28, 1998,  the  completion of a proposed  private
placement of shares of common stock, and the  reincorporation  merger of Mission
West Properties into Mission West Properties, Inc., a Maryland corporation.


                                   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 hereunto duly authorized.


                                    MISSION WEST PROPERTIES, INC.



Dated:  December 31, 1998           By: /s/Carl E. Berg
                                       ----------------------------
                                       Carl E. Berg
                                       Chairman of the Board, Chief Executive
                                       Officer and President

EX-99

For Immediate News Release
December 30, 1998

            MISSION WEST PROPERTIES RECEIVES SHAREHOLDER APPROVAL;
                            COMPLETES REORGANIZATION


CUPERTINO, CA - MISSION WEST PROPERTIES  (AMEX/PCX:MSW)  Effective July 1, 1998,
Mission West  Properties  (the  "Company")  became the sole general  partner and
acquired approximately 12.11% of the total partnership interests in each of four
existing limited partnerships  (collectively the "Operating Partnerships") which
own leased commercial R&D buildings,  substantially all of which were previously
owned or controlled by Carl E. Berg, Chairman, President and CEO of the Company,
and certain of his affiliates.

On December 28, 1998, the Company's shareholders approved or ratified all of the
following transactions:

o       A private  placement of 6,495,058  shares of the Company's  Common Stock
        for $4.50 per share to a group of accredited investors.

o       Ratification  of the  Company's  becoming the sole  general  partner and
        acquiring approximately 12.11% of the total partnership interests in the
        Operating Partnerships and to approve other related matters.

o       Approval of the  issuance  of up to  93,398,705  shares of Common  Stock
        issuable upon the redemption or exchange of 93,398,705  units of limited
        partnership interests held by or issuable to the limited partners in the
        four limited partnerships,  including 33,919,072 units issuable upon the
        acquisition of certain  pending  development  projects from Mr. Berg and
        certain of his affiliates.

o       Approval  of the  acquisition  by the  Company of the right to  acquire,
        through  the  Operating  Partnership,  certain  commercial  R&D  pending
        building developments  consisting of approximately 1.02 million rentable
        square  feet  from  Mr.  Berg and  certain  of his  affiliates,  and the
        acquisition  of an option with  respect to future  developments  on land
        currently held by Mr. Berg and certain of his affiliates.

o       Approval of the  reincorporation  of the  Company  under the laws of the
        State of Maryland through a merger with Mission West Properties, Inc., a
        Maryland  corporation,  a newly formed  wholly owned  subsidiary  of the
        Company.

The Company has completed the sale of 6,495,058  shares of Common Stock,  no par
value,  to  accredited  investors  and  has  received  total  cash  proceeds  of
approximately  $28,328,000.  All of the proceeds of the sale of the Common Stock
have been used to repay  principal  owed by the Company  under four demand notes
payable to the Operating Partnerships.








On December 29, 1998 the Company entered into the following agreements:

o       Exchange Rights  Agreement with all of the existing  limited partners in
        the Operating Partnerships.

o     Pending Projects  Acquisition  Agreement with Mr. Berg and certain of his
        affiliates.

o     Berg Land  Holdings  Option  Agreement  with Mr.  Berg and certain of his
        affiliates.

Also, on December 30, 1998, the Company merged into its wholly owned subsidiary,
Mission West Properties,  Inc., and thereby reincorporated under the laws of the
State  of  Maryland.   Existing  stock   certificates   held  by  the  Company's
stockholders  will  continue  to  represent  shares of Common  Stock,  par value
$0.001,  of the new corporation  and  stockholders do not need to submit them in
exchange.

Separately,  the Company's  management has determined with its tax advisors that
neither the Company nor its stockholders will derive  significant  benefits from
an election to become a real estate  investment  trust  ("REIT") for federal and
state income tax purposes with respect to the Company's tax year ended  December
31, 1998. Instead, the Company will elect REIT status for its 1999 tax year.

Additionally,  the Company has chosen not to declare  any  dividends  payable to
holders of the Company's Common Stock for the year ending December 31, 1998. The
Company's outside directors consist of John Bolger,  Lawrence Helzel and William
Hasler.  Mr. Bolger is a private  investor and former CFO of Cisco Systems.  Mr.
Helzel, a private investor, is a member of the Pacific Stock Exchange and serves
as a director  for Pacific  Gateway  Properties,  a publicly  traded real estate
company. Mr. Hasler is a former Dean of the Haas School of Business,  University
of  California,  Berkeley  and is  currently  Co-CEO  of Aphton  Corporation,  a
publicly trades bio-pharmaceutical company.

The Board of Directors has established an Audit Committee, whose current members
are John Bolger and William  Hasler,  a  Compensation  Committee  whose  current
members  are John  Bolger and  Lawrence  Helzel,  and an  Independent  Directors
Committee,  who current  members are John  Bolger,  Lawrence  Helzel and William
Hasler.

Bradley  Perkins,  Vice  President  and  General  Counsel,  will resign from the
Company effective January 8, 1999 to return to the semi-conductor  industry.  At
this time, the Company does not plan to replace Mr. Perkins,  and instead,  will
utilize outside counsel.

Mission West Properties intends to operate as a self-managed,  self-administered
and  fully  integrated  REIT  engaged  in the  management,  leasing,  marketing,
development and acquisition of commercial R & D properties, primarily located in
the Silicon Valley portion of the San Francisco Bay Area. Currently, the Company
manages 71  properties  totaling  approximately  4.51 million  square feet.  For
additional  information,  please contact  Marianne K. Aguiar,  VP of Finance and
Controller at 408-725-0700.


THE MATTERS DESCRIBED HEREIN CONTAIN FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS
CAN BE  IDENTIFIED  BY THE USE OF  FORWARD-LOOKING  TERMINOLOGY  SUCH AS  "MAY,"
"WILL,"  "ANTICIPATE"  OR SIMILAR WORDS.  FORWARD-LOOKING  STATEMENTS  INVOLVE A
NUMBER OF RISKS,  UNCERTAINTIES  OR OTHER FACTORS  BEYOND THE COMPANY'S  CONTROL
WHICH MAY CAUSE  MATERIAL  DIFFERENCES IN ACTUAL  RESULTS,  PERFORMANCE OR OTHER
EXPECTATIONS.  THESE FACTORS INCLUDE,  BUT ARE NOT LIMITED TO, COMPLETION OF THE
TRANSACTIONS  DESCRIBED ABOVE,  RECEIPT OF REQUIRED CONSENTS,  ECONOMIC AND REAL
ESTATE INDUSTRY  CONDITIONS,  LEASING RISK,  ROLLOVER RISK,  TENANT CREDIT RISK,
INTEREST  RATE RISK,  PROJECT  DUE  DILIGENCE,  SHAREHOLDER  APPROVAL  AND OTHER
FACTORS DETAILED IN THE COMPANY'S REGISTRATION STATEMENTS,  AND PERIODIC FILINGS
WITH THE SECURITIES AND EXCHANGE COMMISSION.