UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

          Date of report (date of earliest event reported): May 1, 2006

                          MISSION WEST PROPERTIES, INC.
             (Exact name of registrant as specified in its charter)

           Maryland                Commission File Number:        95-2635431
(State or other jurisdiction of            1-8383              (I.R.S. Employer
        incorporation)                                          Identification)


                    10050 Bandley Drive, Cupertino, CA 95014
                    (Address of principal executive offices)

                                 (408) 725-0700
              (Registrant's telephone number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):


[ ]   Written  communications pursuant to Rule 425 under the Securities Act  (17
      CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[ ]   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))


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ITEM 2.02.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

(a)  The following information is being furnished by the Company as required for
     Item  2.02(a)  of this  report  and shall not be deemed to be  "filed"  for
     purposes of Section 18 of the Securities Exchange Act of 1934:

On May 1, 2006,  the Company  issued a press  release  announcing  its  earnings
results  for the first  quarter  ended  March 31,  2006.  The press  release  is
attached to this Current Report as Exhibit 99.1 and is incorporated by reference
in response to Item 2.02(a) of this report.



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                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.




                                                MISSION WEST PROPERTIES, INC.

Date: May 1, 2006                               By: /s/ Wayne N. Pham
                                                   -----------------------------
                                                   Wayne N. Pham
                                                   Vice President of Finance
                                                   and Controller

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