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

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                          Mission West Properties, Inc.
               (Exact Name of Registrant as Specified in Charter)


               Maryland                                  95-2635431
----------------------------------------    ------------------------------------
    (State or Other Jurisdiction of                   (I.R.S. Employer
     Incorporation or Organization)                  Identification No.)

          10050 Bandley Drive
         Cupertino, California                             95014
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        (Address of Principal                            (Zip Code)
          Executive Offices)

Securities to be registered pursuant to Section 12(b) of the Act:

                                             Name of each exchange on which each
Title of each class to be so registered           class is to be registered
----------------------------------------     -----------------------------------
Common Stock, $.001 par value per share          The NASDAQ Stock Market LLC

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), check the following box. [X]

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), check the following box. [ ]

Securities Act registration statement file number to which this form relates (if
applicable):

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
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                                (Title of class)

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                                (Title of class)


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                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.    DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     The description of the common stock $.001, par value per share (the "Common
Stock"),  of  Mission  West  Properties,   Inc.,  a  Maryland  corporation,   is
incorporated  by  reference  to the  information  set forth  under  the  caption
"Description  of  Capital  Stock"  in the  prospectus  included  as  part of the
registrant's  registration  statement on Form S-11, as amended  (Commission File
No.  333-80203)  in the  form in which it was  filed on June 28,  1999  with the
Securities and Exchange Commission.

ITEM 2.    EXHIBITS.

     The following  exhibits are incorporated by reference in this  Registration
Statement.

Exhibit No.
------------
 2.1          Merger Agreement and Plan of Merger between Mission West
              Properties and Mission West Properties, Inc.(1)
 3.1          Articles of Amendment and Restatement of Mission West Properties,
              Inc.(2)
 3.2          Amended and Restated Bylaws of Mission West Properties, Inc. as of
              December 18, 2007(3)


(1)  Incorporated  herein  by  reference  to the  same-numbered  exhibit  to the
     Post-effective  Amendment No. 1 to Registration Statement on Form S-4 filed
     on Form S-3 on February 11, 1999 (Commission File No. 333-52835-99)

(2)  Incorporated  herein  by  reference  to the  same-numbered  exhibit  to the
     Registration  Statement  on Form  S-4/A  filed  on  November  16,  1998 and
     declared effective on November 23, 1998 (Commission File No. 333-52835-99)

(3)  Incorporated  herein by reference to the same-numbered  exhibit to Form 8-K
     filed on December 20, 2007 (Commission File No. 000-25235)


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                                    SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                        Mission West Properties, Inc.



 Date: March 20, 2008                  By:   /s/ Raymond V. Marino
                                          -------------------------------
                                          Raymond V. Marino
                                          President and Chief Operating Officer