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): October 31, 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 No.)



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

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


                                 Not Applicable
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisy the filing  obligation of the registrant under any of the
following provisions:

[  ] Written  communications pursuant to Rule  425 under the Securities Act  (17
     CFR 230.425)

[  ] Soliciting material pursuant to  Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[  ] Pre-commencement   communications  pursuant to  Rule  14d-2(b)  under   the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement   communications  pursuant to  Rule  13e-4(c)  under   the
     Exchange Act (17 CFR 240.13e-4(c))





ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

On  October  26,  2005,  the  independent  directors  committee  of the board of
directors  of  Mission  West  Properties,  Inc.  (the  "Company")  approved  the
termination of the $20 million line of credit agreement  between the Company and
the Berg Group (as defined in the Company's  previously filed periodic reports),
effective  October  31,  2005.  The Berg  Group  line of credit  was  originally
scheduled to mature in March 2006.  Based on existing  cash  reserves and credit
facilities, the Company has determined that it no longer foresees a need for the
Berg Group line of credit. There are no borrowings  currently  outstanding under
the Berg Group line of credit.  The  Company  will not incur any fees or charges
for terminating the Berg Group line of credit.





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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:  October 31, 2005                          By:   /s/ Carl E. Berg
                                                     ---------------------------
                                                     Carl E. Berg
                                                     Chief Executive Officer



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