CERTIFICATE OF AMENDMENT TO

                                   BYLAWS OF

                            MISSION WEST PROPERTIES


     The undersigned, the duly appointed and acting Secretary of Mission West 
Properties, a California corporation (the "Company"), hereby certifies that 
the following resolution was adopted by the Board of Directors of the Company 
at a meeting duly held on August 5, 1997 and that the same has not since been 
rescinded or modified:

          RESOLVED, that pursuant to Paragraph 3.2.1 of the Bylaws of 
          the Company, the exact number of Directors of the Company is 
          hereby set at five (5) until changed in accordance with said 
          Paragraph 3.2.1.

     IN WITNESS WHEREOF, this Certificate of Amendment to Bylaws has been 
executed this 2nd day of September, 1997.



                                       /s/ Katrina L. Thompson
                                       ------------------------------
                                       Katrina L. Thompson, Secretary