MISSION WEST PROPERTIES INC
8-K12G3, 1999-01-04
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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) DECEMBER 30, 1998  


                            MISSION WEST PROPERTIES, INC. 
            (Exact Name of Registrant as Specified in its Charter)


                                      MARYLAND 
                (State or Other Jurisdiction of Incorporation)


                                001-08383 95-2635431
            (Commission File Number) (I.R.S. Employer Identification No.)


                  10050 BANDLEY DRIVE, CUPERTINO, CALIFORNIA 95014 
                    (Address of Principal Executive Offices)


                                 (408) 725-0700
              (Registrant's Telephone Number, Including Area Code)


                             MISSION WEST PROPERTIES
          (Former Name or Former Address, if Changed Since Last Report)






* REPORT PURSUANT TO RULE 12G-3(A)

<PAGE>


ITEM 2.    ACQUISITION OR DISPOSITION OF ASSETS.

      This report is filed  pursuant to Rule  12g-3(a) of the General  Rules and
Regulations under the Securities Exchange Act of 1934 (the "Exchange Act").

      On  December  30,  1998,   Mission  West  Properties,   Inc.,  a  Maryland
corporation, (the "Company") became the successor by merger to all of the assets
and liabilities of Mission West Properties,  a California corporation.  Prior to
the  merger,  the  Company  was  a  wholly  owned  subsidiary  of  Mission  West
Properties. The Company is a successor issuer pursuant to Rule 12g-3(a).


                                   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:  December 30, 1998           By: /s/ Carl E. Berg
                                       ----------------------------
                                       Carl E. Berg
                                       Chairman of the Board, Chief Executive
                                       Officer and President




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