FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Marino Raymond Victor II   2. Issuer Name and Ticker or Trading Symbol MISSION WEST PROPERTIES INC [MSW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & COO (Last) (First) (Middle) 51 EL CERRITO AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 03/06/2009 (Street) SAN MATEO, CA 94402 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 6.14

03/06/2009

J

650,000

(1)

(1)

Common Stock

650,000

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 5.96

03/06/2009

A

300,000

(2)

03/31/2015

Common Stock

300,000

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 5.96

03/06/2009

A

200,000

(3)

03/31/2015

Common Stock

200,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Marino Raymond Victor II 51 EL CERRITO AVENUE SAN MATEO, CA 94402	X		President & COO

Signatures

Raymond V. Marino II		03/12/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Company's Compensation Committee rescinded the options to purchase a total of 650,000 shares of common stock granted on 11/19/2008 at an exercise price of $6.14 since the option grant was in excess of the number of options that can be granted by the Company in any calendar year under its 2004 Equity Incentive Plan.
(2)	Options to purchase 75,000 shares of common stock vested on March 9, 2009. For the remainder balance, options to purchase 6,250 shares of common stock vest monthly from 4/1/09 to 3/31/12.
(3)	Options to purchase 100,000 of common stock vested on March 9, 2009 for achievement of 2008 performance goals. The remainder options to purchase 100,000 shares of common stock will vest in 2009, subject to achievement of 2009 performance goals.

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