As filed with the Securities and Exchange Commission on January 15, 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.
     Amended and Restated 1992 Directors' Stock Option Plan
                                
Bedford Property Investors, Inc. Amended and Restated Employee Stock
                              Plan
                   (Full title of the plans)


                        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:
                      William H. Hinman, Esq.
                       Shearman & Sterling
                       1550 El Camino Real
                    Menlo Park, CA 94025-4100

                 CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                       <C>               <C>                    <C>                     <C>
   Title of                     Amount        Proposed Maximum      Proposed Maximum          Amount of
Securities to be                to be        Offering Price Per        Aggregate            Registration 
  Registered                 Registered          Share (*)          Offering Price (*)           Fee

Common Stock                2,600,000 (**)      $16 15/32            $42,818,750              $11,904
par value $.02 per share       Shares
</TABLE>
                                                         
 (*)    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 January 11, 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.
 (**)   Represents additional shares to be registered in order to
        reflect 500,000 shares added under the Amended and Restated
        1992 Directors' Stock Option Plan and 2,100,000 shares
        added under the Amended and Restated Employee Stock Plan.
                                
<PAGE>
                      STATEMENT PURSUANT TO 
               GENERAL INSTRUCTION E TO FORM S-8
                                
   Except as set forth below, the contents of the Registrant's
Registration Statements on Form S-8 (333-18215 and 33-52375), as filed
with the Securities and Exchange Commission on December 19, 1996 and
February 22, 1994, respectively, are incorporated by reference herein.
<PAGE>
                             Part II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 8. Exhibits.

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

5*           Opinion of Ballard Spahr Andrews & Ingersoll regarding the
             legality of the common stock being registered hereby.

10.16        The Company's Amended and Restated Employee Stock Plan
             is incorporated herein by reference to Exhibit 10.16
             to the Company's Annual Report on Form 10-K for the
             year ended December 31, 1997.

10.17        Form of Employee Stock Plan Option Agreement under the
             Company's Amended and Restated Employee Stock Plan is
             incorporated herein by reference to Exhibit 10.17 to
             the Company's Annual Report on Form 10-K for the year
             ended December 31, 1997.

10.18        The Company's Amended and Restated 1992 Directors'
             Stock Option Plan is incorporated herein by reference
             to Exhibit 10.18 to the Company's Annual Report on
             Form 10-K for the year ended December 31, 1997.

10.19*       Form of Director Stock Option Plan Agreement under the
             Company's Amended and Restated 1992 Directors' Stock Option
             Plan.

23.1*        Consent of KPMG LLP, independent certified public
             accountants.

23.2*        Consent of Ballard Spahr Andrews & Ingersoll (included
             in Exhibit 5).

24*          Powers of Attorney (included on signature page).
   
* Filed herewith.


Item 9. Undertakings.

   (a)  The undersigned Registrant hereby undertakes;

        (1)  To file, during any period in which offers or sales
             are being made of the securities being registered
             hereby, 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 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 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 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>
                            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 15th day of January, 1999.

                            BEDFORD PROPERTY INVESTORS, INC.

   
                            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 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>
        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 January 15, 1999.


Signature

Title




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

   /s/ Hanh Kihara              Senior Vice President and                       
   Hanh Kihara                  Chief Financial Officer
                                (Principal 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>
                          Exhibit Index

Exhibit No.           Description of Document                        


5*           Opinion of Ballard Spahr Andrews & Ingersoll  regarding the
             legality of the common stock being registered hereby.

10.16        The Company's Amended and Restated Employee Stock Plan
             is incorporated herein by reference to Exhibit 10.16
             to the Company's Annual Report on Form 10-K for the
             year ended December 31, 1997.

10.17        Form of Employee Stock Plan Option Agreement under the
             Company's Amended and Restated Employee Stock Plan is
             incorporated herein by reference to Exhibit 10.17 to
             the Company's Annual Report on Form 10-K for the year
             ended December 31, 1997.

10.18        The Company's Amended and Restated 1992 Directors'
             Stock Option Plan is incorporated herein by reference
             to Exhibit 10.18 to the Company's Annual Report on
             Form 10-K for the year ended December 31, 1997.

10.19*       Form of Director Stock Option Plan Agreement under the
             Company's Amended and Restated 1992 Directors' Stock Option
             Plan.

23.1*        Consent of KPMG LLP, independent certified public 
             accountants.                  

23.2*        Consent of Ballard Spahr Andrews & Ingersoll 
             (included in Exhibit 5).

24*          Powers of Attorney (included on signature page).  

* Filed herewith
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{"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": "333-70681", "film-number": "99507319"}, "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 January 15, 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.
     Amended and Restated 1992 Directors' Stock Option Plan
                                
Bedford Property Investors, Inc. Amended and Restated Employee Stock
                              Plan
                   (Full title of the plans)

                        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:
                      William H. Hinman, 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          Share (*)          Offering Price (*)           Fee

Common Stock                2,600,000 (**)      $16 15/32            $42,818,750              $11,904
par value $.02 per share       Shares
(*)    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 January 11, 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.
 (**)   Represents additional shares to be registered in order to
        reflect 500,000 shares added under the Amended and Restated
        1992 Directors' Stock Option Plan and 2,100,000 shares
        added under the Amended and Restated Employee Stock Plan.
STATEMENT PURSUANT TO 
               GENERAL INSTRUCTION E TO FORM S-8
                                
   Except as set forth below, the contents of the Registrant's
Registration Statements on Form S-8 (333-18215 and 33-52375), as filed
with the Securities and Exchange Commission on December 19, 1996 and
February 22, 1994, respectively, are incorporated by reference herein.
Part II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

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

5*           Opinion of Ballard Spahr Andrews & Ingersoll regarding the
             legality of the common stock being registered hereby.

10.16        The Company's Amended and Restated Employee Stock Plan
             is incorporated herein by reference to Exhibit 10.16
             to the Company's Annual Report on Form 10-K for the
             year ended December 31, 1997.

10.17        Form of Employee Stock Plan Option Agreement under the
             Company's Amended and Restated Employee Stock Plan is
             incorporated herein by reference to Exhibit 10.17 to
             the Company's Annual Report on Form 10-K for the year
             ended December 31, 1997.

10.18        The Company's Amended and Restated 1992 Directors'
             Stock Option Plan is incorporated herein by reference
             to Exhibit 10.18 to the Company's Annual Report on
             Form 10-K for the year ended December 31, 1997.

10.19*       Form of Director Stock Option Plan Agreement under the
             Company's Amended and Restated 1992 Directors' Stock Option
             Plan.

23.1*        Consent of KPMG LLP, independent certified public
             accountants.

23.2*        Consent of Ballard Spahr Andrews & Ingersoll (included
             in Exhibit 5).

24*          Powers of Attorney (included on signature page).
   
* Filed herewith.

Item 9. Undertakings.

   (a)  The undersigned Registrant hereby undertakes;

        (1)  To file, during any period in which offers or sales
             are being made of the securities being registered
             hereby, 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 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 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 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.
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 15th day of January, 1999.

                            BEDFORD PROPERTY INVESTORS, INC.

   
                            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 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.
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 January 15, 1999.

Signature

Title

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

   /s/ Hanh Kihara              Senior Vice President and                       
   Hanh Kihara                  Chief Financial Officer
                                (Principal 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
Exhibit Index

Exhibit No.           Description of Document                        

5*           Opinion of Ballard Spahr Andrews & Ingersoll  regarding the
             legality of the common stock being registered hereby.

10.16        The Company's Amended and Restated Employee Stock Plan
             is incorporated herein by reference to Exhibit 10.16
             to the Company's Annual Report on Form 10-K for the
             year ended December 31, 1997.

10.17        Form of Employee Stock Plan Option Agreement under the
             Company's Amended and Restated Employee Stock Plan is
             incorporated herein by reference to Exhibit 10.17 to
             the Company's Annual Report on Form 10-K for the year
             ended December 31, 1997.

10.18        The Company's Amended and Restated 1992 Directors'
             Stock Option Plan is incorporated herein by reference
             to Exhibit 10.18 to the Company's Annual Report on
             Form 10-K for the year ended December 31, 1997.

10.19*       Form of Director Stock Option Plan Agreement under the
             Company's Amended and Restated 1992 Directors' Stock Option
             Plan.

23.1*        Consent of KPMG LLP, independent certified public 
             accountants.                  

23.2*        Consent of Ballard Spahr Andrews & Ingersoll 
             (included in Exhibit 5).

24*          Powers of Attorney (included on signature page).  

* Filed herewith