As filed with the Securities and Exchange Commission on March 19, 1999
                                            Registration No. 333-_______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------


                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933
                            -------------------------


                        Bedford Property Investors, Inc.
             (Exact name of Registrant as specified in its charter)

        Maryland                                               68-0306514
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                              270 Lafayette Circle
                           Lafayette, California 94549
                    (Address of Principal Executive Offices)


                  Bedford Property Investors, Inc. 401(k) Plan
                            (Full title of the plan)
                            -------------------------

                                Peter B. Bedford
                        Bedford Property Investors, Inc.
                              270 Lafayette Circle
                           Lafayette, California 94549
                     (Name and address of agent for service)

                                 (925) 283-8910
          (Telephone number, including area code, of agent for service)
                            -------------------------

                                    Copy to:
                             Kevin P. Kennedy, Esq.
                               Shearman & Sterling
                               1550 El Camino Real
                            Menlo Park, CA 94025-4100

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

====================================================================================================================
       Title of                     Amount           Proposed Maximum      Proposed Maximum         Amount of
   Securities to be                  to be          Offering Price Per         Aggregate           Registration
      Registered                  Registered (1)          Share (2)         Offering Price (2)         Fee
--------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                   <C>                   <C>                   <C> 
Common Stock                        150,000               $15.75                $2,362,500            $657
par value $.02 per share            Shares
====================================================================================================================
<FN>
   (1) Represents 150,000 shares of Common Stock of Bedford Property Investors, Inc., par value $0.02 per share,
       (The "Common Stock") issuable pursuant to the Bedford Property Investors, Inc. 401(k) Plan (the "Plan"). In
       addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this
       registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to
       the Plan.

   (2) The price shown is the average of the high and low prices of the Common Stock on the New York Stock Exchange
       consolidated reporting system on March 17, 1999 in accordance with Rule 457(c) and Rule 457(h) under the
       Securities Act of 1933, as amended, and is being utilized solely for the purpose of calculating the
       registration fee.
</FN>
</TABLE>

--------------------------------------------------------------------------------

<PAGE>


                                     Part II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the
"Commission") by Bedford Property Investors, Inc. (The "Registrant") are
incorporated by reference in this Registration Statement:

     (a) The Registrants's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1998;

     (b) The Registrant's Annual Report on Form 10-K/A for the fiscal year
     ended December 31, 1998;

     (c) The Registrant's Current Report on Form 8-K filed on June 23, 1998;

     (d) The Registrant's Quarterly Report on Form 10-Q for the fiscal
     quarter ended March 31, 1998;

     (e) The Registrant's Quarterly Report on Form 10-Q for the fiscal
     quarter ended June 30, 1998;

     (f) The Registrant's Quarterly Report on Form 10-Q/A for the fiscal
     quarter ended June 30, 1998;

     (g) The Registrant's Quarterly Report on Form 10-Q for the fiscal
     quarter ended September 30, 1998;

     (h) The description of the Registrant's Common Stock, set forth in the
     Registrant's registration statement of Form 8-B as filed with the
     Commission on July 26, 1993, under the Securities and Exchange Act of
     1934, as amended (the "Exchange Act"); and

     All documents subsequently filed by the Registrant pursuant to Sections
     13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
     post-effective amendment which indicates that all securities offered
     have been sold or which deregisters all securities that have not been
     sold, also shall be deemed to be incorporated by reference into this
     Registration Statement and to be part hereof from the date of filing of
     such documents.

Item 4.           Description of Securities.

Not Applicable.


<PAGE>


                                        2

Item 5.           Interests of Named Experts and Counsel.

Not Applicable.

Item 6.           Indemnification of Directors and Officers.

The Maryland General Corporation Law ("MGCL") permits a Maryland corporation to
include in its charter a provision limiting the liability of its directors and
officers to the corporation and its stockholders for money damages except for
liability resulting from (a) actual receipt of an improper personal benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgement as being material to the cause of action. The
Charter of the Registrant contains such a provision which eliminates such
liability to the maximum extent permitted by the MGCL.

The Charter of the Registrant authorizes it, to the maximum extent permitted by
Maryland law, to obligate itself to indemnify and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to (a) any present or
former director or officer or (b) any individual who, while a director of the
Registrant and at the request of the Registrant, serves or has served another
corporation, real estate investment trust, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a director, officer, partner or
trustee of such corporation, real estate investment trust, partnership, joint
venture, trust, employee benefit plan or other enterprise. The Bylaws of the
Registrant obligate it, to the maximum extent permitted by Maryland law, without
requiring a preliminary determination of the ultimate entitlement to
indemnification, to indemnify and to pay or reimburse reasonable expenses in
advance of final disposition of a proceeding to (a) any individual who is a
present or former director or officer of the Registrant who is made a party to
the proceeding by reason of his service in that capacity or (b) any individual
who, while a director of the Registrant and at the request of the Registrant,
serves or has served another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise and who is made a party to the
proceeding by reason of his service in that capacity. The Registrant's Charter
and Bylaws also permit the Registrant to indemnify and advance expenses to any
person who served a predecessor of the Registrant in any of the capacities
described above and to any employee or agent of the Registrant or a predecessor
of the Registrant.

The MGCL requires a corporation (unless its charter provides otherwise, which
the Registrant's Charter does not) to indemnify a director or officer who has
been successful, on the merits or otherwise, in the defense of any proceeding to
which he is made a party by reason of his service in that capacity. The MGCL
permits a corporation to indemnify its present and former directors and
officers, and certain other parties, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (a) the act or omission
of the indemnified party was material to the matter giving rise to the
proceeding and (i) was committed in bad faith or (ii) was the result of active
and deliberate dishonesty, (b) the indemnified party actually received an
improper personal benefit in money, property or services or (c) in the case of
any criminal proceeding, the indemnified party had


<PAGE>


                                        3

reasonable cause to believe that the act or omission was unlawful. However, a
Maryland corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation or for a judgment of liability on the basis that
personal judgment was improperly received, unless in either case a court orders
indemnification and then only for expenses. In addition, the MGCL requires the
Registrant, as a condition to advancing expenses, to obtain (a) a written
affirmation by the director or officer of his good faith belief that he has met
the standard of conduct necessary for indemnification by the Registrant as
authorized by the Bylaws and (b) a written undertaking by him or on his behalf
to repay the amount paid or reimbursed by the Registrant if it shall ultimately
be determined that the standard of conduct was not met.

Peter B. Bedford's employment agreement provides that the Registrant shall
indemnify Mr. Bedford to the fullest extent permitted by law, provided that the
indemnification applies to Mr. Bedford only so long as he acts in good faith and
is not found to be guilty of recklessness or willful or wanton misconduct.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

Item 7.           Exemption from Registration Claimed.

Not Applicable

Item 8.           Exhibits.

                  The following exhibits are filed as part of this Registration
Statement:

4.1               Specimen Stock Certificate (incorporated herein by reference
                  to Exhibit 4.1 to the Registrant's Registration Statement on
                  Form S-2, commission File No. 333-921).

4.2               Charter of the Registrant, as amended (incorporated herein by
                  reference to Exhibit 3.1 to the Registrant's Quarterly Report
                  on Form 10-Q for the quarter ended June 30, 1997).

4.3               Amended and Restated Bylaws of the Registrant (incorporated
                  herein by reference to Exhibit 3.2 to the Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended September
                  30, 1995).

5.1               Opinion of Ballard Spahr Andrews & Ingersoll LLP as to the
                  legality of the Registrant's Common Stock.


<PAGE>


                                        4

5.2               Internal Revenue Service determination letter dated December
                  8, 1997

23.1              Consent of KPMG LLP, independent certified public accountants.

23.2              Consent of Ballard Spahr Andrews & Ingersoll LLP (included in
                  Exhibit 5.1)

24                Powers of Attorney (included on signature page).

Item 9.           Undertakings.

         (a)      The undersigned Registrant hereby undertakes;

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10 (a) (3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in this Registration
                                    Statement.  Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to rule 424 (b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    registration statement. 

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the


<PAGE>


                                        5

                           offering of such securities at that time shall be
                           deemed to be the initial bona fide offering thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities bring
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of
                  an employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the registration statement
                  shall be deemed to be a new registration statement relating
                  to the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial
                  bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Exchange Act of 1933 may be permitted to
                  directors, officers and controlling persons of the
                  registrant pursuant to the foregoing provisions, or
                  otherwise, the registrant has been advised that in the
                  opinion of the Securities and Exchange Commission such
                  indemnification is against public policy as expressed in the
                  Act and is, therefore, unenforceable. In the event that a
                  claim for indemnification against such liabilities (other
                  than the payment by the registrant of the expenses incurred
                  or paid by a director, officer or controlling person of the
                  registrant in the successful defense of any action, suit or
                  proceeding) is asserted by such director, officer or
                  controlling person in connection with the securities being
                  registered, the registrant will, unless in the opinion of
                  its counsel the matter has been settled by controlling
                  precedent, submit to a court of appropriate jurisdiction the
                  question whether such indemnification by it is against
                  public policy as expressed in the Act and will be governed
                  by the final adjudication of such issue.



<PAGE>


                                        6

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lafayette, State of California on the 16th day 
of March, 1999.

                                      BEDFORD PROPERTY INVESTORS, INC.


                                      By:  /s/ Peter B. Bedford
                                          --------------------------------------
                                      Name:  Peter B. Bedford
                                      Title: Chairman of the Board and
                                                Chief Executive Officer


                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees (or other persons who administer the employee benefit
plan) have duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Oakland, state of
California, on March 16, 1999.




                                      BEDFORD PROPERTY INVESTORS, INC.
                                      401(k) PLAN


                                      By:  /s/ Peter B. Bedford
                                          --------------------------------------
                                      Name:  Peter B. Bedford
                                      Title: Chairman of the Board and
                                                Chief Executive Officer


                                POWER OF ATTORNEY

                  Each of the undersigned whose signature appears below hereby
constitutes and appoints Peter B. Bedford and Hahn Kihara, and each of them
acting alone, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) and supplements to this Registration Statement and any and all
related registration statements necessary to register additional securities, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange


<PAGE>


                                        7

Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.




















<PAGE>


                                        8

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the indicated capacities on March 16, 1999.


           Signature                                    Title
           ---------                                    -----

      /s/ Peter B. Bedford                   Chairman of the Board and
-----------------------------------          Chief Executive Officer
        Peter B. Bedford                     

      /s/ Hanh Kihara                        Senior Vice President and Chief
-----------------------------------          Financial Officer (Principal
        Hanh Kihara                          Financial and Accounting
                                             Officer)

      /s/ Claude M. Ballard                  Director
-----------------------------------
         Claude M. Ballard

      /s/  Anthony M. Downs                  Director
-----------------------------------
        Anthony M. Downs

      /s/ Thomas G. Eastman                  Director
-----------------------------------
        Thomas G. Eastman

      /s/ Anthony M. Frank                   Director
-----------------------------------
        Anthony M. Frank

      /s/ Thomas H. Nolan, Jr.               Director
-----------------------------------
        Thomas H. Nolan, Jr.

      /s/ Martin I. Zankel                   Director
-----------------------------------
        Martin I. Zankel






<PAGE>


                                        9


                                  Exhibit Index

Exhibit No.                  Description of Document


                  The following exhibits are filed as part of this Registration
Statement:

4.1               Specimen Stock Certificate (incorporated herein by reference
                  to Exhibit 4.1 to the Registrant's Registration Statement of
                  Form S-2, commission File No. 333-921).

4.2               Charter of the Registrant, as amended (incorporated herein by
                  reference to Exhibit 3.1 to the Registrant's Quarterly Report
                  on Form 10-Q for the quarter ended June 30, 1997).

4.3               Amended and Restated Bylaws of the Registrant (incorporated
                  herein by reference to Exhibit 3.2 to the Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended September
                  30, 1995).

5.1               Opinion of Ballard Spahr Andrews & Ingersoll LLP as to the
                  legality of the Registrant's Common Stock.

5.2               Internal Revenue Service determination letter dated December
                  8, 1997

23.1              Consent of KPMG LLP, independent certified public accountants.

23.2              Consent of Ballard Spahr Andrews & Ingersoll (included in
                  Exhibit 5.1)

24                Powers of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 24334}]
{"company-data": {"conformed-name": "BEDFORD PROPERTY INVESTORS INC/MD", "cik": "0000910079", "assigned-sic": "6798", "irs-number": "680306514", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74707", "film-number": "99568946"}, "business-address": {"street1": "270 LAFAYETTE CIRCLE", "street2": "P. O. BOX 1058", "city": "LAFAYETTE", "state": "CA", "zip": "94549", "phone": "510-283-89"}}
As filed with the Securities and Exchange Commission on March 19, 1999
                                            Registration No. 333-_______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933
                            -------------------------

                        Bedford Property Investors, Inc.
             (Exact name of Registrant as specified in its charter)

        Maryland                                               68-0306514
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                              270 Lafayette Circle
                           Lafayette, California 94549
                    (Address of Principal Executive Offices)

                  Bedford Property Investors, Inc. 401(k) Plan
                            (Full title of the plan)
                            -------------------------

                                Peter B. Bedford
                        Bedford Property Investors, Inc.
                              270 Lafayette Circle
                           Lafayette, California 94549
                     (Name and address of agent for service)

                                 (925) 283-8910
          (Telephone number, including area code, of agent for service)
                            -------------------------

                                    Copy to:
                             Kevin P. Kennedy, Esq.
                               Shearman & Sterling
                               1550 El Camino Real
                            Menlo Park, CA 94025-4100

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
       Title of                     Amount           Proposed Maximum      Proposed Maximum         Amount of
   Securities to be                  to be          Offering Price Per         Aggregate           Registration
      Registered                  Registered (1)          Share (2)         Offering Price (2)         Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock                        150,000               $15.75                $2,362,500            $657
par value $.02 per share            Shares
====================================================================================================================
(1) Represents 150,000 shares of Common Stock of Bedford Property Investors, Inc., par value $0.02 per share,
       (The "Common Stock") issuable pursuant to the Bedford Property Investors, Inc. 401(k) Plan (the "Plan"). In
       addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this
       registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to
       the Plan.

   (2) The price shown is the average of the high and low prices of the Common Stock on the New York Stock Exchange
       consolidated reporting system on March 17, 1999 in accordance with Rule 457(c) and Rule 457(h) under the
       Securities Act of 1933, as amended, and is being utilized solely for the purpose of calculating the
       registration fee.
--------------------------------------------------------------------------------
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the
"Commission") by Bedford Property Investors, Inc. (The "Registrant") are
incorporated by reference in this Registration Statement:

     (a) The Registrants's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1998;

     (b) The Registrant's Annual Report on Form 10-K/A for the fiscal year
     ended December 31, 1998;

     (c) The Registrant's Current Report on Form 8-K filed on June 23, 1998;

     (d) The Registrant's Quarterly Report on Form 10-Q for the fiscal
     quarter ended March 31, 1998;

     (e) The Registrant's Quarterly Report on Form 10-Q for the fiscal
     quarter ended June 30, 1998;

     (f) The Registrant's Quarterly Report on Form 10-Q/A for the fiscal
     quarter ended June 30, 1998;

     (g) The Registrant's Quarterly Report on Form 10-Q for the fiscal
     quarter ended September 30, 1998;

     (h) The description of the Registrant's Common Stock, set forth in the
     Registrant's registration statement of Form 8-B as filed with the
     Commission on July 26, 1993, under the Securities and Exchange Act of
     1934, as amended (the "Exchange Act"); and

     All documents subsequently filed by the Registrant pursuant to Sections
     13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
     post-effective amendment which indicates that all securities offered
     have been sold or which deregisters all securities that have not been
     sold, also shall be deemed to be incorporated by reference into this
     Registration Statement and to be part hereof from the date of filing of
     such documents.

Item 4.           Description of Securities.

Not Applicable.
2

Item 5.           Interests of Named Experts and Counsel.

Not Applicable.

Item 6.           Indemnification of Directors and Officers.

The Maryland General Corporation Law ("MGCL") permits a Maryland corporation to
include in its charter a provision limiting the liability of its directors and
officers to the corporation and its stockholders for money damages except for
liability resulting from (a) actual receipt of an improper personal benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgement as being material to the cause of action. The
Charter of the Registrant contains such a provision which eliminates such
liability to the maximum extent permitted by the MGCL.

The Charter of the Registrant authorizes it, to the maximum extent permitted by
Maryland law, to obligate itself to indemnify and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to (a) any present or
former director or officer or (b) any individual who, while a director of the
Registrant and at the request of the Registrant, serves or has served another
corporation, real estate investment trust, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a director, officer, partner or
trustee of such corporation, real estate investment trust, partnership, joint
venture, trust, employee benefit plan or other enterprise. The Bylaws of the
Registrant obligate it, to the maximum extent permitted by Maryland law, without
requiring a preliminary determination of the ultimate entitlement to
indemnification, to indemnify and to pay or reimburse reasonable expenses in
advance of final disposition of a proceeding to (a) any individual who is a
present or former director or officer of the Registrant who is made a party to
the proceeding by reason of his service in that capacity or (b) any individual
who, while a director of the Registrant and at the request of the Registrant,
serves or has served another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise and who is made a party to the
proceeding by reason of his service in that capacity. The Registrant's Charter
and Bylaws also permit the Registrant to indemnify and advance expenses to any
person who served a predecessor of the Registrant in any of the capacities
described above and to any employee or agent of the Registrant or a predecessor
of the Registrant.

The MGCL requires a corporation (unless its charter provides otherwise, which
the Registrant's Charter does not) to indemnify a director or officer who has
been successful, on the merits or otherwise, in the defense of any proceeding to
which he is made a party by reason of his service in that capacity. The MGCL
permits a corporation to indemnify its present and former directors and
officers, and certain other parties, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (a) the act or omission
of the indemnified party was material to the matter giving rise to the
proceeding and (i) was committed in bad faith or (ii) was the result of active
and deliberate dishonesty, (b) the indemnified party actually received an
improper personal benefit in money, property or services or (c) in the case of
any criminal proceeding, the indemnified party had
3

reasonable cause to believe that the act or omission was unlawful. However, a
Maryland corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation or for a judgment of liability on the basis that
personal judgment was improperly received, unless in either case a court orders
indemnification and then only for expenses. In addition, the MGCL requires the
Registrant, as a condition to advancing expenses, to obtain (a) a written
affirmation by the director or officer of his good faith belief that he has met
the standard of conduct necessary for indemnification by the Registrant as
authorized by the Bylaws and (b) a written undertaking by him or on his behalf
to repay the amount paid or reimbursed by the Registrant if it shall ultimately
be determined that the standard of conduct was not met.

Peter B. Bedford's employment agreement provides that the Registrant shall
indemnify Mr. Bedford to the fullest extent permitted by law, provided that the
indemnification applies to Mr. Bedford only so long as he acts in good faith and
is not found to be guilty of recklessness or willful or wanton misconduct.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

Item 7.           Exemption from Registration Claimed.

Not Applicable

Item 8.           Exhibits.

                  The following exhibits are filed as part of this Registration
Statement:

4.1               Specimen Stock Certificate (incorporated herein by reference
                  to Exhibit 4.1 to the Registrant's Registration Statement on
                  Form S-2, commission File No. 333-921).

4.2               Charter of the Registrant, as amended (incorporated herein by
                  reference to Exhibit 3.1 to the Registrant's Quarterly Report
                  on Form 10-Q for the quarter ended June 30, 1997).

4.3               Amended and Restated Bylaws of the Registrant (incorporated
                  herein by reference to Exhibit 3.2 to the Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended September
                  30, 1995).

5.1               Opinion of Ballard Spahr Andrews & Ingersoll LLP as to the
                  legality of the Registrant's Common Stock.
4

5.2               Internal Revenue Service determination letter dated December
                  8, 1997

23.1              Consent of KPMG LLP, independent certified public accountants.

23.2              Consent of Ballard Spahr Andrews & Ingersoll LLP (included in
                  Exhibit 5.1)

24                Powers of Attorney (included on signature page).

Item 9.           Undertakings.

         (a)      The undersigned Registrant hereby undertakes;

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10 (a) (3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in this Registration
                                    Statement.  Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to rule 424 (b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    registration statement. 

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the
5

                           offering of such securities at that time shall be
                           deemed to be the initial bona fide offering thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities bring
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of
                  an employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the registration statement
                  shall be deemed to be a new registration statement relating
                  to the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial
                  bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Exchange Act of 1933 may be permitted to
                  directors, officers and controlling persons of the
                  registrant pursuant to the foregoing provisions, or
                  otherwise, the registrant has been advised that in the
                  opinion of the Securities and Exchange Commission such
                  indemnification is against public policy as expressed in the
                  Act and is, therefore, unenforceable. In the event that a
                  claim for indemnification against such liabilities (other
                  than the payment by the registrant of the expenses incurred
                  or paid by a director, officer or controlling person of the
                  registrant in the successful defense of any action, suit or
                  proceeding) is asserted by such director, officer or
                  controlling person in connection with the securities being
                  registered, the registrant will, unless in the opinion of
                  its counsel the matter has been settled by controlling
                  precedent, submit to a court of appropriate jurisdiction the
                  question whether such indemnification by it is against
                  public policy as expressed in the Act and will be governed
                  by the final adjudication of such issue.
6

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lafayette, State of California on the 16th day 
of March, 1999.

                                      BEDFORD PROPERTY INVESTORS, INC.

                                      By:  /s/ Peter B. Bedford
                                          --------------------------------------
                                      Name:  Peter B. Bedford
                                      Title: Chairman of the Board and
                                                Chief Executive Officer

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees (or other persons who administer the employee benefit
plan) have duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Oakland, state of
California, on March 16, 1999.

                                      BEDFORD PROPERTY INVESTORS, INC.
                                      401(k) PLAN

                                      By:  /s/ Peter B. Bedford
                                          --------------------------------------
                                      Name:  Peter B. Bedford
                                      Title: Chairman of the Board and
                                                Chief Executive Officer

                                POWER OF ATTORNEY

                  Each of the undersigned whose signature appears below hereby
constitutes and appoints Peter B. Bedford and Hahn Kihara, and each of them
acting alone, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any and all amendments (including post-effective
amendments) and supplements to this Registration Statement and any and all
related registration statements necessary to register additional securities, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange
7

Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
8

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the indicated capacities on March 16, 1999.

           Signature                                    Title
           ---------                                    -----

      /s/ Peter B. Bedford                   Chairman of the Board and
-----------------------------------          Chief Executive Officer
        Peter B. Bedford                     

      /s/ Hanh Kihara                        Senior Vice President and Chief
-----------------------------------          Financial Officer (Principal
        Hanh Kihara                          Financial and Accounting
                                             Officer)

      /s/ Claude M. Ballard                  Director
-----------------------------------
         Claude M. Ballard

      /s/  Anthony M. Downs                  Director
-----------------------------------
        Anthony M. Downs

      /s/ Thomas G. Eastman                  Director
-----------------------------------
        Thomas G. Eastman

      /s/ Anthony M. Frank                   Director
-----------------------------------
        Anthony M. Frank

      /s/ Thomas H. Nolan, Jr.               Director
-----------------------------------
        Thomas H. Nolan, Jr.

      /s/ Martin I. Zankel                   Director
-----------------------------------
        Martin I. Zankel
9

                                  Exhibit Index

Exhibit No.                  Description of Document

                  The following exhibits are filed as part of this Registration
Statement:

4.1               Specimen Stock Certificate (incorporated herein by reference
                  to Exhibit 4.1 to the Registrant's Registration Statement of
                  Form S-2, commission File No. 333-921).

4.2               Charter of the Registrant, as amended (incorporated herein by
                  reference to Exhibit 3.1 to the Registrant's Quarterly Report
                  on Form 10-Q for the quarter ended June 30, 1997).

4.3               Amended and Restated Bylaws of the Registrant (incorporated
                  herein by reference to Exhibit 3.2 to the Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended September
                  30, 1995).

5.1               Opinion of Ballard Spahr Andrews & Ingersoll LLP as to the
                  legality of the Registrant's Common Stock.

5.2               Internal Revenue Service determination letter dated December
                  8, 1997

23.1              Consent of KPMG LLP, independent certified public accountants.

23.2              Consent of Ballard Spahr Andrews & Ingersoll (included in
                  Exhibit 5.1)

24                Powers of Attorney (included on signature page).