EXHIBIT 23.1
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                 CONSENT OF INDEPENDENT ACCOUNTANTS
                              


We hereby consent to the incorporation by reference in the Prospectus 
constituting part of this Registration Statement on Form S-3 of our report 
dated February 11, 1997 appearing on page 8 of Mission West Properties' 
Annual Report on Form 10-K for the year ended November 30, 1996.  We also 
consent to the reference to us under the heading "Experts" in such Prospectus.

PRICE WATERHOUSE LLP

San Diego, California
November 24, 1997