UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): April 27, 2005

                          MISSION WEST PROPERTIES, INC.
             (Exact name of registrant as specified in its charter)

          Maryland              Commission File Number:            95-2635431
          --------                     1-8383                      ----------
(State or other jurisdiction                                    (I.R.S. Employer
     of incorporation)                                           Identification)


                    10050 Bandley Drive, Cupertino, CA 95014
                    (Address of principal executive offices)

                                 (408) 725-0700
              (Registrant's telephone number, including area code)





                                                                      1

ITEM 8.01. OTHER EVENTS.

     (a)  On April 27, 2005, the Board of Directors of Mission West  Properties,
          Inc. (the "Company")  unanimously  approved the following increases in
          the fees paid to its three  independent,  outside  directors for their
          service on the Board of Directors, effective May 1, 2005:

          -    Annual Director's fees will increase from $15,000 to $25,000;

          -    Board of  Director  meeting  fees will  increase  from  $1,000 to
               $1,500 per meeting; and

          -    Audit  Committee  telephone  conference  calls fees will increase
               from $-0- to $500 per call.

     (b)  On  April  27,  2005,  upon  the  recommendation  of the  Compensation
          Committee  of the  Board of  Directors  of the  Company,  the Board of
          Directors  in  accordance  with  the  provisions  of the  2004  Equity
          Incentive Plan,  unanimously approved the following awards of dividend
          equivalent  rights  ("DERs"),  each such DER  representing the current
          right to  receive  the  dividend  paid on one  share of the  Company's
          common stock, when paid by the Company:

          -    The non-employee  outside directors each will receive 45,000 DERs
               effective as of the second quarter of 2005,  which will remain in
               effect as long as the individual  continues to serve on the Board
               of Directors;

          -    The Company's  President & COO, Ray Marino,  will receive  80,000
               DERs  effective  as of the  second  quarter  of 2005,  which will
               remain in effect as long as Mr.  Marino  continues to be employed
               by the Company;

          -    The Vice  President  of Finance &  Controller,  Wayne Pham,  will
               receive  20,000 DERs  effective as of the second quarter of 2005,
               which will remain in effect as long as Mr. Pham  continues  to be
               employed by the Company; and

          -    Other key employees of the Company will receive a total of 55,000
               DERs  effective  as of the  second  quarter  of 2005,  which will
               remain in effect as long as they  continue  to be employed by the
               Company.

          A total  of  290,000  DERs  were  awarded  by the  Company's  Board of
          Directors  on April 27,  2005.  The Company  expects  these  awards to
          result in additional annual compensation expense of $185,600, based on
          the most recent quarterly dividend of $0.16 per share of common stock.

                                     - 1 -



                                   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:  May 3, 2005                             By:   /s/ Carl E. Berg
                                                --------------------------------
                                                Carl E. Berg
                                                Chief Executive Officer

                                     - 2 -