EXHIBIT 23.1





                       CONSENT OF INDEPENDENT ACCOUNTANTS



     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 dated February 12, 1997, pertaining to the Non-statutory
Stock Option Agreement dated July 1, 1994, of our report dated January 26, 1996,
appearing on page 8 of Mission West Properties' Annual Report on Form 10-K for
the year ended November 30, 1995 relating to the consolidated financial
statements included therein as filed with the Securities and Exchange
Commission.




PRICE WATERHOUSE LLP

San Diego, California
February 12, 1997