8-K

                       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):  FEBRUARY 4, 1997              Commission File Number 1-8383




                             MISSION WEST PROPERTIES









Incorporated in California       IRS Employer Identification Number:  95-2635431



Principal Executive Offices:                          Telephone:  (619) 450-3135
   6815 Flanders Drive, Suite 250
   San Diego, California  92121-3914





Item 5: OTHER EVENTS

On February 4, 1997, Mission West Properties announced that a special dividend
of $9.00 per share would be paid on February 27, 1997 to shareholders of record
on February 19, 1997.


Item 7:  EXHIBITS

   (99) Additional Exhibits:  February 4, 1997 News Release announcing
        declaration of special dividend.




                                    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, thereunto duly authorized.



MISSION WEST PROPERTIES
       Registrant





By:  /s/    Katrina L. Thompson
     --------------------------------------------
     Katrina L. Thompson
     Chief Financial Officer & Secretary
     (Principal Financial and Accounting Officer)
     February 18, 1997


                                       -2-

 

EX-99

                                                                    EXHIBIT (99)




                              FOR IMMEDIATE RELEASE

                        For Further Information Contact:

                              J. Gregory Kasun, President and CEO
                              Telephone:  (619) 450-3135



                             MISSION WEST PROPERTIES
                                    DECLARES
                                SPECIAL DIVIDEND


     SAN DIEGO, CALIFORNIA, February 4, 1997 -- Mission West Properties
(ASE/PSE:  MSW) today declared a special cash dividend of $9.00 per share on its
common stock payable February 27, 1997 to shareholders of record on February 19,
1997.  The shares will trade ex-dividend on February 28, 1997 (see below).  As
previously announced, the Company completed the sale of most of its real estate
assets on January 22, 1997; completion of the sale of the Company's leasehold
properties at Palomar-McClellan Airport was deferred until a later date, not
more than 120 days subsequent to the January 22nd closing.  The dividend
represents the currently available portion of the net proceeds from the real
estate assets sold.  The Airport property is under contract for sale at
$3,000,000, subject to payment of transaction costs.

     Because of the magnitude of this special dividend in relation to the market
price of the Company's shares, the American Stock Exchange has determined that
the Company's shares will trade ex-dividend on February 28, 1997.  Shareholders
are advised that if they sell their shares before the February 28th ex-dividend
date, they will transfer the right to receive the dividend to the purchasers of
the shares. 

     Commenting on the dividend declaration, J. Gregory Kasun, President and
Chief Executive Officer, stated, "This dividend distribution marks the
successful completion of the sale of all our assets, except the leasehold at
Palomar Airport, which we anticipate to close in the next few months.  Our
ambition was to arrange and close a transaction that would provide the best
value to our shareholders and are pleased to now return that value to the
shareholders in the form of a cash dividend.  We do anticipate a second, much
smaller, distribution after closing the Airport transaction and after the Board
of Directors considers and sets the future strategic course of the Company.  The
timing and magnitude of such a distribution, if any, is not presently
determinable."

     Mission West is 49-percent owned by Triton Group Ltd. (AMEX: TGL), a San
Diego holding company.


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