SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ZANKEL MARTIN I

(Last)

(First)

(Middle)

270 LAFAYETTE CIRCLE

(Street)

LAFAYETTE

94549

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BEDFORD PROPERTY INVESTORS INC/MD [ BED ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/11/2003		M		4,800	A	$18.82	51,715	D
Common Stock	12/11/2003		S		4,800	D	$28.8385	46,915	D
Common Stock	12/12/2003		M		5,200	A	$18.82	52,115	D
Common Stock	12/12/2003		S		5,200	D	$28.6611	46,915	D
Common Stock	12/12/2003		M		10,000	A	$19.5625	56,915	D
Common Stock	12/12/2003		S		10,000	D	$28.6611	46,915	D
Common Stock	12/12/2003		M		10,000	A	$17.7188	56,915	D
Common Stock	12/12/2003		S		10,000	D	$28.6611	46,915	D
Common Stock	12/12/2003		M		10,000	A	$17.9375	56,915	D
Common Stock	12/12/2003		S		10,000	D	$28.6611	46,915	D
Common Stock	12/12/2003		M		10,000	A	$18.87	56,915	D
Common Stock	12/12/2003		S		10,000	D	$28.6611	46,915	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$17.7188	12/12/2003		M			10,000	11/13/1999⁽¹⁾	11/13/2009	Common Stock	10,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$17.9375	12/12/2003		M			10,000	11/18/2000⁽¹⁾	11/18/2010	Common Stock	10,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$18.82	12/11/2003		M			4,800	11/16/1997⁽¹⁾	11/16/2007	Common Stock	4,800	$0	5,200	D
Non-Qualified Stock Option (right to buy)	$18.82	12/12/2003		M			5,200	11/16/1997⁽¹⁾	11/16/2007	Common Stock	5,200	$0	0	D
Non-Qualified Stock Option (right to buy)	$18.87	12/12/2003		M			10,000	11/18/2001⁽¹⁾	11/18/2011	Common Stock	10,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$19.5625	12/12/2003		M			10,000	11/13/1998⁽¹⁾	11/13/2008	Common Stock	10,000	$0	0	D

Explanation of Responses:

1. The stock option becomes fully vested and exercisable 6 months after the date of the grant.

	By: Dennis Klimmek, Attorney-in-Fact For: Martin I. Zankel	12/15/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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