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 4, 2006

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

         Maryland                 Commission File Number:          95-2635431
         --------                                                  ----------
(State or other jurisdiction of         1-8383                  (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)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):


[ ]  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))

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SECTION 4 - MATTERS RELATING TO ACCOUNTANTS AND FINANCIAL STATEMENTS

ITEM 4.01    CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     On April 4, 2006, the Audit  Committee of the Board of Directors of Mission
West Properties,  Inc. (the "Company") determined not to renew its engagement of
BDO  Seidman  LLP  ("BDO")  as  the  Company's  independent   registered  public
accounting  firm  ("auditors"),  and decided to engage Burr,  Pilger & Mayer LLP
("BPM") to serve as the Company's independent  registered public accounting firm
for the fiscal year ending December 31, 2006.

     BDO's audit reports on the Company's  consolidated financial statements and
management's  assessment of the effectiveness of internal control over financial
reporting and the effectiveness of internal control over financial  reporting as
of and for the years ended December 31, 2005 and 2004 did not contain an adverse
opinion or  disclaimer  of opinion,  nor were they  qualified  or modified as to
uncertainty, audit scope or accounting principles. In connection with the audits
of the  Company's  consolidated  financial  statements  for each of the two most
recent fiscal years ended December 31, 2005 and 2004 and through March 31, 2006,
there  were no  disagreements  between  the  Company  and BDO on any  matters of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure, which disagreements,  if not resolved to the satisfaction of
BDO, would have caused BDO to make reference in connection with their opinion to
the subject matter of the disagreement.  During the two most recent fiscal years
and through March 31, 2006, there have been no "reportable events" as defined in
Regulation S-K, Item 304(a)(1)(v).

     The Company has provided BDO with a copy of the foregoing  disclosures  and
has  requested  BDO to  furnish  the  Company  with a  letter  addressed  to the
Securities  and Exchange  Commission  stating  whether BDO agrees with the above
statements.  A copy of BDO's  letter,  dated April 5, 2006,  is filed as Exhibit
16.1 to this Form 8-K.

     During the  Company's  fiscal  years ended  December  31, 2005 and 2004 and
through March 31, 2006,  BPM has not been engaged as an  independent  registered
public accountant to audit the Company's consolidated financial statements,  nor
has BPM been consulted  regarding the  application  of the Company's  accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's  consolidated financial
statements,  or matters  that was either the subject of a  disagreement  as that
term is defined in Item 304(a)(1)(iv) or a reportable event as described in Item
304(a)(1)(v) of Regulation S-K.


SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

     (d)  Exhibits

          The following  exhibit is furnished with this report  pursuant to Item
          4.01:

          Exhibit No.    Description
          -----------    -----------
          16.1           Letter from BDO Seidman LLP to the Securities and
                         Exchange Commission


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                                    SIGNATURE

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.

Date: April 10, 2006                      By: /s/ Carl E. Berg
                                          ------------------------------
                                          Carl E. Berg
                                          Chairman and Chief Executive Officer

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EXHIBIT 16.1



April 5, 2006


Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549

We have been  furnished with a copy of the response to Item 4.01 of Form 8-K for
the event  that  occurred  on April 4, 2006,  to be filed by our former  client,
Mission West  Properties,  Inc. We agree with the statements made in response to
that Item insofar as they relate to our Firm.

Very truly yours,

/s/ BDO Seidman LLP
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BDO Seidman, LLP

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