Mail Stop 4561
									October 21, 2005

Mr. Carl E. Berg
Chief Executive Officer
Mission West Properties, Inc.
10050 Bandley Drive
Cupertino, CA 95014

      Re:	Mission West Properties, Inc.
		Form 10-K for Fiscal Year Ended December 31, 2004
		Forms 10-Q for Fiscal Quarters Ended
      March 31, 2005 and June 30, 2005
		File No. 0-25235

Dear Mr. Berg:

      After further review of the above referenced filings and
your
subsequent inquiry with the Office of Chief Counsel of the
Division
of Corporation Finance regarding the comment raised in our
September
20, 2005 letter, we have the following comments.  Feel free to
call
us at the telephone numbers listed at the end of this letter.

Form 10-K for the year ended December 31, 2004

Item 15, Exhibits, Financial Statement Schedules and Reports on
Form
8-K, page 88
1. Supplementally advise us as to why Raymond V. Marino is a
signatory of the certification filed under Item 601(b)(31) of
Regulation S-K but not the certification filed under Item
601(b)(32)
of Regulation S-K.

2. The certifications must comply with the signature requirements
of
Rule 302 of Regulation S-T.  Please amend your Form 10-K and Forms
10-Q for the quarters ended March 31, 2005 and June 30, 2005, in
their entirety, to include new certifications that contain
conformed
signatures in accordance with Rule 302 of Regulation S-T.

3. Please confirm to us that you obtained manually signed
certifications from each signatory to your certifications filed as
exhibits 31.1, 31.2, 31.3 and 32, at the time of the original
filings
in accordance with Rule 302 of Regulation S-T.

4. The language in the certifications should not be changed from
that
set forth in Item 601(b)(31) of Regulation S-K.  Please revise
your
certifications filed to reflect the language exactly as set forth
in
Item 601(b)(31) of Regulation S-K.  Please make conforming changes
to
your Forms 10-Q for the quarters ended March 31, 2005 and June 30,
2005.  Specifically, the following discrepancies were noted in
your
certifications:

(a) Reference should be made to Rule "15d-15(e)" of the Exchange
Act
rather than Rule "15d-14(e);"

(b) Reference to "Rule 15d-15(f)" of the Exchange Act was omitted
from the certifications filed;

(c) All references to "Company" should be replaced with
"registrant;"

(d) All references to "annual report" should be replaced with
"report;"

(e) In paragraph 4(d), the phrase "fourth fiscal quarter" should
be
replaced with "most recent fiscal quarter (the registrant`s fourth
fiscal quarter in the case of an annual report)."

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

      You may contact Amanda Sledge, Staff Accountant, at (202)
551-
3473 or the undersigned at (202) 551-3431 if you have questions.



								Sincerely,



      Josh Forgione
      Staff Accountant
Mr. Carl E. Berg
Mission West Properties, Inc.
October 21, 2005
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