Exhibit 23.2


               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, except as to the 1 for 30 reverse stock split 
discussed in Note 1, which is as of November 10, 1997, appearing on page F-3 
of Mission West Properties' Annual Report on Form 10-K for the year ended 
December 31, 1997. We also consent to the reference to us under the heading 
"Experts" in such Prospectus.


/s/ Price Waterhouse LLP
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PRICE WATERHOUSE LLP

San Diego, California
May 14, 1998