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): July 26, 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 of                                 (I.R.S. Employer
        incorporation)                                           Identification)



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

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






ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On July 26, 2005, the Company obtained a $125 million secured mortgage loan
     from Allianz Life Insurance Company of North America ("Allianz")  ("Allianz
     Loan II").  The Allianz Loan II matures on July 10, 2025,  and must be paid
     in full at that time,  unless payment is accelerated by reason of a default
     or sale of one or more of the  properties  that secure the loan.  This loan
     bears a fixed  interest rate of 5.22% and principal  payments are amortized
     over 20 years. The loan can be prepaid subject to certain yield maintenance
     provisions  and is  assumable  with the payment of an  assumption  fee. The
     mortgage   loan  is  secured  by  eight   properties.   The  Company   paid
     approximately  $0.8 million in loan fees and financing costs, which will be
     amortized over the 20 year loan period. The proceeds will be used primarily
     to repay short-term debt,  retire one long-term  mortgage debt,  reduce the
     balance of the Cupertino  National Bank and Berg Group lines of credit, and
     for other working  capital needs.  In connection  with the Allianz Loan II,
     the Company  entered into a "Loan  Modification  Agreement" with Allianz on
     July 26, 2005, which extends the  amortization  period and maturity date of
     the $25.8 million secured  mortgage loan entered into with Allianz on April
     6, 2005  ("Allianz  Loan I") from  April  10,  2020 to July 10,  2025.  The
     Allianz Loans I and II now contain cross-default  provisions.  In addition,
     the  Company  entered  into a "Change in Terms  Agreement"  with  Cupertino
     National Bank on July 22, 2005, which reduced the maximum  borrowing amount
     on the Company's  revolving line of credit facility with that bank from $40
     million to $9 million.


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                                   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:  August 1, 2005                         By:   /s/ Carl E. Berg
                                                  ------------------------------
                                                  Carl E. Berg
                                                  Chief Executive Officer

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