FOR IMMEDIATE RELEASE
                                       
                       For Further Information Contact:
                     Michael M. Earley, President and CEO
                          Telephone:  (619) 231-1818
                           Katrina L. Thompson, CFO
                          Telephone:  (619) 450-3135

                            MISSION WEST PROPERTIES
                                   ANNOUNCES
                      SHAREHOLDER APPROVAL TO SELL STOCK
                                      AND
                       DECLARATION OF $3.30 DISTRIBUTION

     SAN DIEGO, CALIFORNIA, August 6, 1997 -- Mission West Properties 
(AMEX/PCX: MSW) announced that at a special meeting held yesterday the 
Company's shareholders approved the sale of 6,000,000 shares of newly issued 
common stock, at $0.15 per share, to a group of private investors led by Berg 
& Berg Enterprises, Inc. (the "Berg Group") of Cupertino, California.  The 
sale is scheduled to close in early September, subject to customary 
conditions. After the closing and satisfaction of related closing costs and 
liabilities, the Company anticipates having net assets of approximately 
$5,100,000, consisting primarily of cash and cash equivalents.

     In a related action, the Mission West Board of Directors declared a 
$3.30 per share cash distribution to shareholders (other than the Berg 
Group), with a record date of August 28, 1997 and a pay date of October 21, 
1997.  Because of the magnitude of this special distribution in relation to 
the market price of the Company's shares, the American Stock Exchange has 
determined that the shares will not trade ex-dividend until October 22, 1997 
and that shareholders selling shares between the August 28 record date and 
the October 21 payment date will transfer the right to receive the 
distribution along with the underlying shares.

     Commenting on the these developments, Michael M. Earley, President and 
Chief Executive Officer, stated, "We are pleased to successfully conclude 
this era in Mission West's history with a substantial distribution to 
shareholders. Coupled with the $9.00 distribution paid in February 1997, the 
$3.30 distribution to be paid in October represents a significant cash return 
to our shareholders.  Additionally, we believe the arrangement with the Berg 
Group provides an ongoing opportunity for the Company and its shareholders.  
Carl Berg, President of Berg & Berg Enterprises, has proven to be a very 
capable real estate developer and businessman, and plans to bring a strong 
portfolio of commercial real estate to the Company.  We wish him the best in 
his future operations of the Company."

     Mission West Properties is a former developer and owner of commercial 
real estate located principally in Southern California.  Mission West 
concluded the sale of all its operating assets earlier this year.  Mission 
West is 44-percent owned by Alarmguard Holdings, Inc. (AMEX: AGD).