Exhibit 10.6(d) Third Amendment to BPIA Agreement This Third Amendment to BPIA Agreement (the "Third Amendment") is entered into as of December 10, 2000, by and between Bedford Property Investors, Inc., a Maryland corporation (the "Company") and...

                        Exhibit 10.6(d)

               Third Amendment to BPIA Agreement

This Third Amendment to BPIA Agreement (the "Third Amendment") is
entered into as of December 10, 2000, by and between Bedford Property
Investors, Inc., a Maryland corporation (the "Company") and Bedford
Acquisitions, Inc. (formerly known as Westminster Holdings, Inc.), a
California corporation ("BPIA") with reference to the following facts.

                            RECITALS

   A.   Company and BPIA entered into that certain BPIA Agreement
dated as of January 1, 1995, as amended by the Amendment to BPIA
Agreement dated as of January 1, 1997 and the Second Amendment to BPIA
Agreement dated January 1, 1999 (collectively the "Agreement"), under
the terms of which BPIA performs certain services for Company.

   B.   Company and BPIA desire to amend the Agreement to extend the
term of the Agreement.

                           AMENDMENT

NOW, THEREFORE, for and in consideration of the foregoing and
the mutual covenants contained herein, the parties agree as follows:

1. Section 1 of the Agreement is deleted in its entirety and
replace with the following:

"Term of Contract.  This Agreement will expire on December
31, 2001.  Unless either party has given notice to the other
party of its intention to terminate the Agreement by October 31,
2001, the Agreement will continue through December 31, 2002.
The Company shall have the further right to terminate this
Agreement upon sixty (60) days prior notice at any time, subject
to the payment of BPIA's fees as contemplated in Section 3 of
this Agreement."

2.      This Third Amendment shall be binding upon and shall inure to
the benefit of the parties hereto, their respective heirs, executors,
and assigns.

3.      Terms not otherwise defined in this Third Amendment but which
are defined in the Agreement shall have the meanings given to them in
the Agreement.









        In Witness Whereof, the parties hereto have executed and
delivered this Third Amendment as of the day and year first above
written.



"Company"

Bedford Property Investors, Inc.,
a Maryland corporation


By:
________________________________
       Xxxxx X. Xxxxx
       Executive Vice President

"BPIA"

Bedford Acquisitions, Inc., a
California corporation


By:
______________________________
       Xxxxx X. Xxxxxxx
       President