MISSION WEST PROPERTIES, INC.
                               10050 Bandley Drive
                               Cupertino, CA 95014


March 30, 2006


Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549

Re: Mission West Properties, Inc.

Ladies and Gentlemen,

Pursuant to Rule 177 under the Securities Act of 1933, as amended,  Mission West
Properties  (the  "Registrant")  hereby  requests  the  withdrawal  today of the
post-effective amendment no. 2 to registration statement on Form S-4 on Form S-3
filed on March 29, 2006 because it was  inadvertently  filed under the incorrect
EDGAR  submission  tag,  S-3/A,  and a new  post-effective  amendment  no.  2 to
registration statement on Form S-4 on Form S-3 has been re-filed today under the
submission  tag, POS AM. No  securities  have been sold in  connection  with the
offering.


Very truly yours,

MISSION WEST PROPERTIES, INC.

By: /s/ Wayne N. Pham
    ---------------------------
    Wayne N. Pham
    Vice President of Finance