EXHIBIT 23.4


                       CONSENT OF INDEPENDENT ACCOUNTANTS


   
We consent to the inclusion in this registration statement on Form S-4 (File No.
333-52835)  of our report  dated  April 17,  1998 on our audits of the  combined
financial  statements and financial statement schedule of The Berg Properties as
of December 31, 1997 and 1996 and for the years ended  December  31, 1997,  1996
and 1995 and our  reports dated  April 17,  1998 on our audits of the Statements
of  Revenue and Certain  Expenses of  the  Kontrabecki  Properties for the years
ended December 31, 1997, 1996 and 1995 and the Combined Statement of Revenue and
Certain  Expenses  of the  Fremont  Properties  for  the year ended December 31,
1997.  Additionally,  we consent to the incorporation by reference of our report
dated  March 20, 1998  on our audit  of the consolidated financial statements of
Mission  West  Properties as of and for the year ended November 30, 1997 and one
month  period  ended December 31, 1997. We also consent to the references to our
firm under the caption "Experts".

San Francisco, California
July 20, 1998                                    /s/ PricewaterhouseCoopers LLP