<PAGE>

                                   FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

            (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2000

                                      OR

           ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File No. 333-44467-01

                             ESSEX PORTFOLIO, L.P.
            (Exact name of Registrant as specified in its Charter)

     Maryland                                             77-0369575
   (State or other jurisdiction                       (I.R.S. Employer
 of incorporation or organization)                   Identification No.)

              925 East Meadow Drive, Palo Alto, California 94303
                   (Address of principal executive offices)
                                  (Zip code)

                                (650) 494-3700
             (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months for such shorter period that the Registrant was required
to file such report, and (2) has been subject to such filing requirements for
the past 90 days.  Yes   X   No __
                       -----
<PAGE>

                               TABLE OF CONTENTS
                                   FORM 10-Q

<TABLE>
<CAPTION>
                Part I                                               Page No.
                                                                     --------
<S>       <C>                                                        <C>
Item 1    Financial Statements (Unaudited)                               3

          Consolidated Balance Sheets as of March 31, 2000 and
          December 31, 1999                                              4

          Consolidated Statements of Operations
          for the three months ended March 31, 2000 and 1999             5

          Consolidated Statements of Partners' Capital
          for the three months ended March 31, 2000
          and the year ended December 31, 1999                           6

          Condensed Consolidated Statements of Cash Flows
          for the three months ended March 31, 2000 and 1999             7

          Notes to Consolidated Financial Statements                     8

Item 2    Management's Discussion and Analysis of Financial
          Condition and Results of Operations                           13

Item 3    Quantitative and Qualitative Disclosure About Market Risk     18

                Part II

Item 6    Exhibits and Reports on Form 8-K                              20

          Signatures                                                    21
</TABLE>

                                       2
<PAGE>

Part I   Financial Information
------   ---------------------

Item 1:  Financial Statements (Unaudited)
         --------------------------------

         Essex Portfolio, L.P., a California limited partnership, (the
         "Operating Partnership") effectively holds the assets and liabilities
         and conducts the operating activities of Essex Property Trust, Inc.
         ("Essex" or the "Company"). Essex Property Trust, Inc., a real estate
         investment trust incorporated in the State of Maryland, is the sole
         general partner of the Operating Partnership.

         The information furnished in the accompanying consolidated unaudited
         balance sheets, statements of operations, partners' capital and cash
         flows of the Operating Partnership reflects all adjustments which are,
         in the opinion of management, necessary for a fair presentation of the
         aforementioned financial statements for the interim periods.

         The accompanying unaudited financial statements should be read in
         conjunction with the notes to such financial statements and
         Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

                                       3
<PAGE>

                             ESSEX PORTFOLIO, L.P.
                          Consolidated Balance Sheets
                                  (Unaudited)
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                        March 31,                December 31,
                                      Assets                              2000                       1999
                                      ------                        ----------------           -----------------
<S>                                                                 <C>                        <C>
Real estate:
  Rental properties:
      Land and land improvements                                    $        241,643           $         234,497
      Buildings and improvements                                             728,508                     694,579
                                                                    ----------------           -----------------
                                                                             970,151                     929,076
      Less accumulated depreciation                                          (95,404)                    (96,605)
                                                                    ----------------           -----------------
                                                                             874,747                     832,471
  Investments                                                                 49,037                      47,992
  Real estate under development                                               59,410                     120,414
                                                                    ----------------           -----------------
                                                                             983,194                   1,000,877

Cash and cash equivalents-unrestricted                                        23,086                      12,348
Restricted cash                                                               18,082                      17,216
Notes and other related party receivables                                     14,781                      13,654
Notes and other receivables                                                    7,796                       9,001
Prepaid expenses and other assets                                              3,966                       3,495
Deferred charges, net                                                          5,457                       5,722
                                                                    ----------------           -----------------
                                                                    $      1,056,362           $       1,062,313
                                                                    ================           =================

                       Liabilities and Partners' Capital
                       ---------------------------------

Mortgage notes payable                                              $        372,917           $         373,608
Lines of credit                                                                    0                      10,500
Accounts payable and accrued liabilities                                      29,583                      28,379
Distributions payable                                                         13,228                      13,248
Other liabilities                                                              5,625                       5,594
Deferred gain                                                                  5,002                       5,002
                                                                    ----------------           -----------------

          Total liabilities                                                  426,355                     436,331

Minority interests                                                             2,486                       2,379

Partners' capital:
  General Partner:
    Common equity                                                            387,140                     383,379
    Preferred equity                                                           4,314                       4,314
                                                                    ----------------           -----------------
                                                                             391,454                     387,693

  Limited Partners:
    Common equity                                                             31,577                      31,420
    Preferred equity                                                         204,490                     204,490
                                                                    ----------------           -----------------
                                                                             236,067                     235,910
                                                                    ----------------           -----------------
          Total partners' capital                                            627,521                     623,603
                                                                    ----------------           -----------------
          Total liabilities and partners' capital                   $      1,056,362           $       1,062,313
                                                                    ================           =================
</TABLE>

  See accompanying notes to the consolidated unaudited financial statements.

                                       4
<PAGE>

                            ESSEX PORTFOLIO, L.P.
                     Consolidated Statements of Operations
                                  (Unaudited)
                (Dollars in thousands, except per unit amounts)

<TABLE>
<CAPTION>
                                                                             Three months ended
                                                                    ------------------------------------
                                                                         March 31,           March 31,
                                                                           2000                1999
                                                                    -----------------   ---------------
<S>                                                                 <C>                 <C>
Revenues:
 Rental                                                             $          36,846    $       31,902
 Other property                                                                   954               696
                                                                    -----------------   ---------------
  Total property                                                               37,800            32,598
 Interest and other                                                             1,736             1,292
                                                                    -----------------   ---------------
  Total revenues                                                               39,536            33,890
                                                                    -----------------   ---------------
Expenses:
 Property operating expenses
  Maintenance and repairs                                                       2,151             2,095
  Real estate taxes                                                             2,598             2,517
  Utilities                                                                     2,056             1,995
  Administrative                                                                3,332             2,743
  Advertising                                                                     497               509
  Insurance                                                                       221               221
  Depreciation and amortization                                                 6,667             6,045
                                                                    -----------------   ---------------
                                                                               17,522            16,125
                                                                    -----------------   ---------------
 Interest                                                                       5,808             4,934
 Amortization of deferred financing costs                                         159               130
 General and administrative                                                     1,125             1,011
                                                                    -----------------   ---------------
  Total expenses                                                               24,614            22,200
                                                                    -----------------   ---------------
  Income before gain on the sales of real estate
      and minority interests                                                   14,922            11,690

 Gain on the sales of real estate                                               4,022                 0
                                                                    -----------------   ---------------
  Income before minority interests                                             18,944            11,690

 Minority interests                                                              (146)             (146)
                                                                    -----------------   ---------------
  Net income                                                                   18,798            11,544

 Dividends on preferred units-general partner                                    (117)             (831)
 Dividends on preferred units-limited partner                                  (4,580)           (2,145)
                                                                    -----------------   ---------------
      Net income available to common units                          $          14,101   $         8,568
                                                                    =================   ===============

Per operating partnership unit data.
 Basic:
      Net income                                                    $            0.70   $          0.46
                                                                    =================   ===============

  Weighted average number of partnership
    units outstanding during the period                                    20,146,833        18,608,130
                                                                    =================   ===============
 Diluted:

      Net income                                                    $            0.69   $          0.46
                                                                    =================   ===============
  Weighted average number of partnership
    units outstanding during the period                                    20,578,898        18,761,479
                                                                    =================   ===============
 Distributions per Operating Partnership common unit                $            0.55   $          0.50
                                                                    =================   ===============
</TABLE>

  See accompanying notes to the consolidated unaudited financial statements.

                                       5
<PAGE>

                             ESSEX PORTFOLIO, L.P.
                 Consolidated Statements of Partners' Capital
              For the three months ended March 31, 2000 and the
                         year ended December 31, 1999
                                  (Unaudited)
                       (Dollars and units in thousands)

<TABLE>
<CAPTION>
                                                 General Partner                             Limited Partners
                                   ----------------------------------------     ---------------------------------------
                                                                 Preferred                                    Preferred
                                            Common Equity          Equity             Common Equity             Equity
                                   ------------------------     -----------     -------------------------     ---------
                                     Units        Amount          Amount          Units         Amount          Amount     Total
                                   ---------    -----------     -----------     ---------     -----------     ---------  ---------
<S>                                <C>          <C>             <C>             <C>           <C>             <C>        <C>
Balances at December 31,
     1998                             16,641    $   352,295     $    37,505         1,873     $    25,331     $ 102,150  $ 517,281

Contribution-net proceeds from
     perpetual preferred units             -              -               -             -               -       102,340    102,340
Contribution net proceeds
     from options exercised               53            930               -             -               -             -        930
Common units issued from
     conversion of Convertible         1,618         33,191         (33,191)            -               -             -
     Preferred Stock
Redemption of limited partner              -              -               -           (65)         (2,101)            -     (2,101)
     common units
Issuance of limited
     partner common units                  -              -               -           274           7,469             -      7,469
Common units purchased
     by Operating Partnership           (262)        (7,119)              -             -               -             -     (7,119)
Net income                                           42,231           1,333             -           5,051        12,238     60,853
Partners' distributions                    -        (38,149)         (1,333)            -          (4,330)      (12,238)   (56,050)
                                   ---------    -----------     -----------     ---------     -----------     ---------  ---------

Balances at December 31,
     1999                             18,050        383,379           4,314         2,082          31,420       204,490    623,603

Redemption of limited
     partner common units                  -              -               -            (5)           (165)            -       (165)

Contribution-net proceeds
     from options exercised               46          1,080               -             -               -             -      1,080
Net income                                 -         12,633             117             -           1,468         4,580     18,798
Partners' distributions                    -         (9,952)           (117)            -          (1,146)       (4,580)   (15,795)
                                   ---------    -----------     -----------     ---------     -----------     ---------  ---------

Balances at March 31,
     2000                             18,096    $   387,140     $     4,314         2,077     $    31,577     $ 204,490  $ 627,521
                                   =========    ===========     ===========     =========     ===========     =========  =========
</TABLE>

  See accompanying notes to the consolidated unaudited financial statements.

                                       6
<PAGE>

                             ESSEX PORTFOLIO, L.P.
                Condensed Consolidated Statements of Cash Flows
                                  (Unaudited)
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                           Three months ended
                                                                    -----------------------------------
                                                                         March 31,            March 31,
                                                                           2000                 1999
                                                                    ------------------------------------
<S>                                                                 <C>                  <C>
Net cash provided by operating activities:                          $       22,032       $       18,862
                                                                    --------------       --------------
Cash flows from investing activities:
    Additions to real estate                                                (5,548)              (4,874)
    Proceeds received from the disposition of real estate                   31,302                    -
    (Decrease) Increase in restricted cash                                    (866)                 283
    Additions to related party notes and other receivables                  (2,000)                (967)
    Repayment of related party notes and other receivables                   2,036                  477
    Additions to real estate under development                              (9,526)             (24,834)
    Net (contribution to) / distributions from investments
      in corporations and limited partnerships                                (605)                 327
                                                                    --------------       --------------
          Net cash provided by (used in) investing activities               14,793              (29,588)
                                                                    --------------       --------------

Cash flows from financing activities:
    Proceeds from mortgage and other notes payable
      and lines of credit                                                   17,000               53,000
    Repayment of mortgage and other notes payable
      and lines of credit                                                  (28,191)             (29,737)
    Additions to deferred charges                                                -                 (337)
    Contributions from stock options exercised and shares
      issued through dividend reinvestment plan
      -general partner                                                       1,080                   39
    Distributions to minority interest and limited partners                 (5,768)              (3,026)
    Redemption of operating partnership units limited partner                 (164)                (200)
    Distributions to general partner                                       (10,044)              (9,316)
                                                                    --------------       --------------
    Net cash (used in) provided by financing activities                    (26,087)              10,423
                                                                    --------------       --------------
Net increase (decrease) in cash and cash equivalents                        10,738                 (303)
Cash and cash equivalents at beginning of period                            12,348                2,548
                                                                    --------------       --------------
Cash and cash equivalents at end of period                          $       23,086       $        2,245
                                                                    ==============       ==============

Supplemental disclosure of cash flow information:
    Cash paid for interest, net of $656 and
          $1,179 capitalized                                        $        5,208       $        3,446
                                                                    ==============       ==============

Supplemental disclosure of non-cash investing and
   financing activities:
    Real estate under development transferred to
          rental properties                                         $       70,530       $            -
                                                                    ==============       ==============
</TABLE>

    See accompanying notes to consolidated unaudited financial statements.

                                       7
<PAGE>

                  Notes to Consolidated Financial Statements
                            March 31, 2000 and 1999
                                  (Unaudited)
       (Dollars in thousands, except for per share and per unit amounts)

(1)  Organization and Basis of Presentation
     --------------------------------------

     Essex Portfolio, L.P. (the "Operating Partnership") was formed in March
     1994 and commenced operations on June 13, 1994, when Essex Property Trust,
     Inc. (the "Company"), the general partner of the Operating Partnership,
     completed its initial public offering (the "Offering") in which it issued
     6,275,000 shares of common stock at $19.50 per share. The net proceeds from
     the Offering of $112,071 were used by the Company to acquire a 77.2%
     interest in the Operating Partnership. The Company has elected to be
     treated as a real estate investment trust ("REIT") under the Internal
     Revenue Code of 1986 (the "Code"), as amended.

     The unaudited consolidated financial statements of the Operating
     Partnership are prepared in accordance with generally accepted accounting
     principles for interim financial information and in accordance with the
     instructions to Form 10-Q. In the opinion of management, all adjustments
     necessary for a fair presentation of the financial position, results of
     operations and cash flows for the periods presented have been included and
     are normal and recurring in nature. These unaudited consolidated financial
     statements should be read in conjunction with the audited consolidated
     financial statements included in the Operating Partnership's annual report
     on Form 10-K for the year ended December 31, 1999.

     The Company is the sole general partner in the Operating Partnership,
     owning an 89.7%, 89.7% and 90.0% general partnership interest as March 31,
     2000, December 31, 1999 and March 31, 1999, respectively.

     As of March 31, 2000, the Operating Partnership operates and has ownership
     interests in 69 multifamily properties (containing 15,442 units) and four
     commercial properties (with approximately 250,000 square feet)
     (collectively, the "Properties"). The Properties are located in Northern
     California (the San Francisco Bay Area), Southern California (Los Angeles,
     Ventura, Orange and San Diego counties), and the Pacific Northwest (the
     Seattle, Washington and Portland, Oregon metropolitan areas).

     All significant intercompany balances and transactions have been eliminated
     in the consolidated financial statements.

(2)  Significant Transactions
     ------------------------

     (A)  Disposition Activities
     ---------------------------

     On March 6, 2000, the Operating Partnership sold the buildings and a
     leasehold interest in Vista Pointe, a 286 unit apartment community, located
     in Anaheim, California for $15,300. The land lease entitles the Operating
     Partnership to receive a fixed land lease payment over the 34-year term,
     and an interest in future appreciation of the Vista Pointe property. In
     connection with the sale, the Operating Partnership is obligated to loan at
     9% up to approximately $1,000 related to property specific improvements.
     The Operating Partnership's interest in the land is subordinated to a loan
     obtained by the buyer in connection with the purchase of the property. The
     Operating Partnership may be required to sell the land after six years as
     specified in the buyout provisions of the agreement. There was a $4,013
     gain recognized on the sale.

     On March 29, 2000, the Operating Partnership sold Station Park Apartments,
     a 106 unit apartment community located in Walnut Creek, California for
     $15,800. This apartment was

                                       8
<PAGE>

                  Notes to Consolidated Financial Statements
                            March 31, 2000 and 1999
                                  (Unaudited)
       (Dollars in thousands, except for per share and per unit amounts)

     previously reported as a development community and reached stabilized
     operations in February 2000. There was a $9 gain recognized on the sale.

     (B)  Development Activities
     ---------------------------

     Development communities are defined by the Operating Partnership as new
     apartment properties that are being constructed or are newly constructed
     and in a phase of lease-up and have not yet reached stabilized operations.
     At March 31, 2000, the Operating Partnership had five development
     communities, with an aggregate of 1,176 multifamily units. During the first
     quarter of 2000, the Operating Partnership reached stabilized operations at
     three multifamily communities containing 540 units that were previously
     reported as development communities. The three projects which were
     previously reported as development projects and have achieved stabilized
     operations are Bel Air, Fountain Court and Station Park Apartments. In
     connection with the properties currently under development, the Operating
     Partnership has directly, or in some cases through its joint ventures,
     entered into contractual construction related commitments with unrelated
     third parties. As of March 31, 2000, the Operating Partnership is committed
     to fund approximately $63,400 under these commitments.

     Bel Air apartments is a 348 unit existing apartment community previously
     referred to as the Shores in San Ramon, California which was acquired by
     the Operating Partnership in December 1995. Including the expansion of 114
     units, the total number of units for this community is 462 units. The
     property is wholly owned by the Operating Partnership. The total investment
     related to the 114 unit expansion of approximately $18,200 is included in
     rental properties in the accompanying consolidated balance sheets at March
     31, 2000.

     Fountain Court Apartments is a 320 unit apartment community located in
     downtown Seattle, Washington. The Operating Partnership has a 51%
     ownership interest in the property. The total investment of approximately
     $36,800 is included in rental properties in the accompanying consolidated
     balance sheets at March 31, 2000.

     Station Park Apartments is a 106 unit apartment community located in Walnut
     Creek, California.  This property was sold during the first quarter of 2000
     as noted under disposition activities.

     (C)  Redevelopment Activities
     -----------------------------

     Redevelopment communities are defined by the Operating Partnership as
     existing properties owned or recently acquired which have been targeted for
     investment by the Operating Partnership with the expectation of increasing
     financial returns through property improvement. Redevelopment communities
     typically have apartment units that are not available for rent and as a
     result, may have less than stabilized operations. At March 31, 2000, the
     Operating Partnership had eight redevelopment communities in Southern
     California which contain an aggregate of 2,054 units with a total projected
     investment of $33,860.

(3)  Related Party Transactions
     --------------------------

     All general and administrative expenses of the Company, the Operating
     Partnership and Essex Management Corporation, an unconsolidated preferred
     stock subsidiary of the Company ("EMC") are initially borne by the
     Operating Partnership, with a portion subsequently allocated to EMC.
     Expenses allocated to EMC for the three months ended March 31, 2000 and
     1999 totaled $233 and $102, respectively. The expenses are reflected as a
     reduction in general and administrative expenses in the accompanying
     consolidated statements of operations.

                                       9
<PAGE>

                  Notes to Consolidated Financial Statements
                            March 31, 2000 and 1999
                                  (Unaudited)
       (Dollars in thousands, except for per share and per unit amounts)


     Other income includes interest income of $122 and $86 for the three months
     ended March 31, 2000 and 1999. This interest income was earned principally
     on the notes receivable from related party partnerships in which the
     Operating Partnership owns an ownership interest. Other income also
     includes management fee income and investment income from its related
     party partnerships in which the Operating Partnership owns an ownership
     interest of $474 and $344 for the three months ended March 31, 2000 and
     1999.

     During the quarter ended March 31, 2000, the Operating Partnership paid
     brokerage commissions totaling $289 to M&M on the sales of real estate. The
     commission is reflected as a reduction of the gain on sales of real estate
     in the accompanying consolidated statements of operations. The Chairman of
     M&M is the Chairman of the Company.

     Notes and other related party receivables as of March 31, 2000 and December
     31, 1999 consist of the following:

<TABLE>
<CAPTION>

                                                                                March 31,  December 31,
                                                                                ---------  ------------
          Notes receivable from Joint Ventures:                                   2000          1999
                                                                                ---------  -------------
<S>                                                                              <C>         <C>
               Note receivable from Highridge Apartments
               secured, bearing interest at 9.4%, due March 2008                  $1,047       $ 1,047

               Note receivable from Highridge Apartments, secured,
               Bearing interest at 10%, due on demand                              2,950         2,950

               Note receivable from Fidelity I and JSV, secured,
               bearing interest at 9.5-10%, due 2015                                 800           800

               Note receivable from Highridge,
               non-interest bearing, due on demand                                 3,988         3,624

               Note receivable from Las Hadas,
               non-interest bearing, due on demand                                 2,558         1,209

               Note receivable from Anchor Village,
               non-interest bearing, due on demand                                 1,334         1,282

               Other related party receivables:
               Loans to officers, bearing interest at 8%, due April 2006             633           633

               Other related party receivables, substantially due on demand        1,481         2,109
                                                                                --------       -------
                                                                                 $14,791       $13,654
                                                                                ========       =======
 </TABLE>

     Other related party receivables consist primarily of accrued interest
     income on related party notes receivables and loans to officers, advances
     and accrued management fees from joint venture investees and unreimbursed
     expenses due from EMC.

(4)  Forward Treasury Contracts
     --------------------------

     The Operating Partnership has one forward treasury contract for an
     aggregate notional amount of $20,000, locking the 10 year treasury rate at
     6.16%. This contract is to limit the interest rate exposure on identified
     future debt financing requirements relating to multifamily development

                                       10
<PAGE>

                  Notes to Consolidated Financial Statements
                            March 31, 2000 and 1999
                                  (Unaudited)
       (Dollars in thousands, except for per share and per unit amounts)

     projects.  This contract will be settled no later than June 2000.  If the
     contract were settled as of March 31, 2000, the Operating Partnership would
     be entitled to receive approximately $105.

     During the first quarter of 2000, three of the four contracts that were
     held as of December 31, 1999, were sold. The Operating Partnership received
     proceeds of approximately $920. It is anticipated that these proceeds will
     be reflected as a reduction in future project financing cost.

(5)  New Accounting Pronouncements
     -----------------------------

     In June 1998, the FASB issued Financial Accounting Statement No. 133 (SFAS
     133), Accounting for Derivative Instruments and Hedging Activities.  The
     Operating Partnership will adopt SFAS 133 for interim periods beginning in
     2001, the effective date of SFAS 133, as amended. Management believes that
     the adoption of these statements will not have a material impact on the
     Operating Partnership's financial position or results of operations.

(6)  Segment Information
     -------------------

     The Operating Partnership defines its reportable operating segments as the
     three geographical regions in which its multifamily residential properties
     are located: Northern California, Southern California, and the Pacific
     Northwest. Non-segment property revenues and net operating income included
     in the following schedule consists of revenue generated from the Operating
     Partnership's commercial property. Excluded from segment revenues are
     interest and other corporate income. Other non-segment assets include
     investments, real estate under development, cash, receivables and other
     assets. The revenues, net operating income, and assets for each of the
     reportable operating segments are summarized as follows for the periods
     presented.

<TABLE>
<CAPTION>
                                                             Three months ended
                                                            March 31,    March 31,
                                                              2000         1999
                                                            ---------    ---------
<S>                                                         <C>          <C>
     Revenues
          Northern California                                  $12,636      $11,288
          Southern California                                   15,773       12,509
          Pacific Northwest                                      9,391        8,116
                                                               -------      -------
               Total segment revenues                           37,800       31,913
     Non-segment property revenues                                   -          685
     Interest and other income                                   1,736        1,292
                                                               -------      -------
               Total revenues                                  $39,536      $33,890
                                                               =======      =======

     Net operating income:
          Northern California                                  $ 9,880      $ 8,562
          Southern California                                   10,716        8,332
          Pacific Northwest                                      6,393        5,376
                                                               -------      -------
               Total segment net operating income               26,989       22,270
   Non-segment net operating income                                (44)         248
   Interest and other income                                     1,736        1,292
   Depreciation and amortization                                (6,667)      (6,045)
   Interest                                                     (5,808)      (4,934)
   Amortization of deferred financing costs                       (159)        (130)
   General and administrative                                   (1,125)      (1,011)
                                                               -------      -------
               Income before gain on the sales of real
                estate and minority interests                  $14,922      $11,690
                                                               =======      =======
</TABLE>

                                       11
<PAGE>

                  Notes to Consolidated Financial Statements
                            March 31, 2000 and 1999
                                  (Unaudited)
       (Dollars in thousands, except for per share and per unit amounts)

<TABLE>
<CAPTION>

                                              March 31, 2000  December 31, 1999
                                              --------------  -----------------
<S>                                           <C>             <C>
   Assets:
      Northern California                        $  233,528         $  216,946
      Southern California                           405,550            415,374
      Pacific Northwest                             230,539            195,011
                                                 ----------         ----------
         Total segment net real estate assets       869,617            827,331
   Non-segment net real estate assets                 5,130              5,140
                                                 ----------         ----------
         Net real estate assets                     874,747            832,471
   Non-segment assets                               181,615            229,842
                                                 ----------         ----------
         Total assets                            $1,056,362         $1,062,313
                                                 ==========         ==========
 </TABLE>

                                       12
<PAGE>

Item 2:  Management's Discussion and Analysis of Financial Condition and
         ----------------------------------------------------------------
         Results of Operations
         ---------------------

The following discussion is based primarily on the consolidated unaudited
financial statements of Essex Portfolio, L.P. (the "Operating Partnership") for
the three months ended March 31, 2000 and 1999. This information should be read
in conjunction with the accompanying consolidated unaudited financial statements
and notes thereto.  These consolidated financial statements include all
adjustments which are, in the opinion of management, necessary to reflect a fair
statement of the results and all such adjustments are of a normal recurring
nature.

The Operating Partnership holds, directly or indirectly, all of the Company's
interests in the Operating Partnership's properties and all of the Company's
operations relating to the Company's properties are conducted through the
Operating Partnership.  The Company is the sole general partner of the Operating
Partnership and, as of March 31, 2000, December 31, 1999 and March 31, 1999,
owed an 89.7%, 89.7% and 90.0% general partnership interest in the Operating
Partnership, respectively.

Certain statements in this "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and elsewhere in the quarterly report on
Form 10-Q which are not historical facts may be considered forward looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities and Exchange Act of 1934, as amended,
including statements regarding the Operating Partnership's expectations, hopes,
intentions, beliefs and strategies regarding the future.  Forward looking
statements include statements regarding the Operating Partnership's expectation
as to the timing of completion of current development projects, beliefs as to
the adequacy of future cash flows to meet operating requirements, and to provide
for dividend payments in accordance with REIT requirements and expectations as
to the amount of non-revenue generating capital expenditures for the year ended
December 31, 2000, potential acquisitions and developments, the anticipated
performance of existing properties, future acquisitions and developments and
statements regarding the Operating Partnership's financing activities.  Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors including, but not limited to, that the actual completion of
development projects will be subject to delays, that such development projects
will not be completed, that future cash flows will be inadequate to meet
operating requirements and/or will be insufficient to provide for dividend
payments in accordance with REIT requirements, that the actual non-revenue
generating capital expenditures will exceed the Operating Partnership's current
expectations, as well as those risks, special considerations, and other factors
discussed under the caption "Other Matters/Risk Factors" in Item 1 of the
Operating Partnership's Annual Report on Form 10-K for the year ended December
31, 1999, and those other risk factors and special considerations set forth in
the Operating Partnership's other filings with the Securities and Exchange
Commission (the "SEC") which may cause the actual results, performance or
achievements of the Operating Partnership to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements.


General Background

The Operating Partnership's property revenues are generated primarily from
multifamily property operations, which accounted for greater than 98% of its
property revenues for the three months ended March 31, 2000 and 1999.  The
Operating Partnership's multifamily properties (the "Properties") are located in
Northern California (the San Francisco Bay Area), Southern California (Los
Angeles, Ventura, Orange and San Diego counties) and the Pacific Northwest (the
Seattle, Washington and Portland, Oregon metropolitan areas).  The average
occupancy levels of the Operating Partnership's portfolio has exceeded 95% for
the last five years.

Since the Operating Partnership began operations in June 1994, the Operating
Partnership has acquired ownership interests in 58 multifamily residential
properties and its headquarters building.  Of the multifamily properties
acquired since the Operating Partnership began operations, 11 are located in

                                       13
<PAGE>

Northern California, 29 are located in Southern California, 18 are located in
the Seattle, Washington metropolitan area and one is located in the Portland,
Oregon metropolitan area.  In total, these acquisitions consist of 11,954
multifamily units with total capitalized acquisition costs of approximately
$950.7 million.  Additionally since it began operations, the Operating
Partnership has developed and has ownership interests in six multifamily
development properties that have reached stabilized operations. These
development properties consist of 1,220 units with total capitalized
development costs of $131.7 million. As part of its active portfolio
management strategy, the Operating Partnership has disposed of, since its it
began operations, 12 multifamily residential properties (seven in Northern
California, four in Southern California and one in the Pacific Northwest)
consisting of a total of 1,748 units, six retail shopping centers in the
Portland, Oregon metropolitan area and one commercial property in Northern
California at an aggregate gross sales price of approximately $190.7 million
resulting in total net realized gains of approximately $32.2 million and a
deferred gain of $5.0 million.

The Operating Partnership is developing five multifamily residential
communities, with an aggregate of 1,176 multifamily units. In connection with
these development projects, the Operating Partnership has directly, or in some
cases through its joint venture partners, entered into contractual construction
related commitments with unrelated third parties for approximately $91,300,000.
As of March 31, 2000, the Operating Partnership's remaining development
commitment is approximately $63,400,000.

Results of Operations

Comparison of the Three Months Ended March 31, 2000 to the Three Months Ended
-----------------------------------------------------------------------------
March 31,1999.
--------------

Average financial occupancy rates of the Operating Partnership's multifamily
Same Store Properties (properties owned by the Operating Partnership for each of
the three months ended March 31, 2000 and 1999) increased to 96.4% for the three
months ended March 31, 2000 from 95.7%, for the three months ended March 31,
1999. "Financial Occupancy" is defined as the percentage resulting from dividing
actual rental income by total possible rental income.  Total possible rental
income is determined by valuing occupied units at contractual rents and vacant
units at market rents.  The regional breakdown of financial occupancy for the
multifamily Same Store Properties for the three months ended March 31, 2000 and
1999 are as follows:

                            March 31,   March 31,
                              2000        1999
                              ----        ----

     Northern California      97.8%       96.2%
     Southern California      96.3%       96.7%
     Pacific Northwest        94.6%       94.1%


                                       14
<PAGE>

Total Revenues increased by $5,646,000 or 16.7% to $39,536,000 in the first
quarter of 2000 from $33,890,000 in the first quarter of 1999.  The following
table sets forth a breakdown of these revenue amounts, including the revenues
attributable to the Same Store Properties.

<TABLE>
<CAPTION>

                                                         Three Months Ended
                                                             March 31,
                                                         -------------------
                                            Number of                            Dollar    Percentage
                                            Properties     2000       1999       Change      Change
                                            ----------    -------    -------    --------    ----------
<S>                                         <C>         <C>          <C>        <C>         <C>
Revenues
   Property revenues Same
    Store Properties
      Northern California                           12    $10,529    $ 9,665      $  864           8.9%
      Southern California                           13      9,360      8,702         658           7.7
      Pacific Northwest                             19      8,409      8,116         293           3.6
                                                    --    -------    -------      ------    ----------
            Quarterly Same Store
              Properties                            44     28,298     26,483       1,815           6.9
                                                    ==
   Property revenues properties
     acquired/disposed of
     subsequent to December 31, 1998                        9,502      6,115       3,387          55.4
                                                          -------    -------      ------    ----------
          Total property revenues                          37,800     32,598       5,202          16.0
                                                          -------    -------      ------    ----------

Interest and other income                                   1,736      1,292         444          34.4
                                                          -------    -------      ------    ----------
          Total revenues                                  $39,536    $33,890      $5,646          16.7%
                                                          =======    =======      ======    ==========
</TABLE>

As set forth in the above table, $3,387,000 of the $5,646,000 net increase in
total revenues is attributable to properties acquired or disposed of subsequent
to December 31, 1998, redevelopment communities and development communities.
During this period, the Operating Partnership acquired six multifamily
properties and reached stabilized operations at five development communities
(the "Acquisition Properties"), and disposed of six multifamily properties, and
one commercial property (the "Disposition Properties").

Of the increase in total revenues, $1,815,000 is attributable to increases in
property revenues from the Same Store Properties.  Property revenues from the
Same Store Properties increased by approximately 6.9% to $28,298,000 in the
first quarter of 2000 from $26,483,000 in the first quarter of 1999.  The
majority of this increase was attributable to the 12 multifamily Same Store
Properties located in Northern California.  The property revenues of the Same
Store Properties in Northern California increased by $864,000 or 8.9% to
$10,529,000 in the first quarter of 2000 from $9,665,000 in the first quarter of
1999.  This $864,000 increase is primarily attributable to rental rate increases
and an increase in financial occupancy to 97.8% in the first quarter of 2000
from 96.2% in the first quarter of 1999.  The 13 Same Store Properties located
in Southern California accounted for the next largest regional component of the
Same Store Properties property revenues increase.  The property revenues of
these properties increased by $658,000 or 7.7% to $9,360,000 in first quarter of
2000 from $8,702,000 in the first quarter of 1999.  The $658,000 increase is
attributable to rental rate increases which were offset by a decrease in
financial occupancy to 96.3% in the first quarter of 2000 from 96.7% in the
third quarter of 1999.  The 19 multifamily residential properties located in the
Pacific Northwest also contributed to the Same Store Properties property
revenues increase.  The property revenues of these properties increased by
$293,000 or 3.6% to $8,409,000 in the first quarter of 2000 from $8,116,000 in
the first quarter of 1999.  The $293,000 increase is primarily attributable to
rental rate increase and an increase in financial occupancy to 94.6% in the
first quarter of 2000 from 94.1% in the first quarter of 1999.  The increase in
total revenue also reflected an increase of $444,000 attributable to interest
and other income, which primarily relates to interest income on outstanding
notes receivables and income earned on the Operating Partnership's joint venture
investments.

Total Expenses increased by $2,414,000 or approximately 10.9% to $24,614,000 in
the first quarter of 2000 from $22,200,000 in the first quarter of 1999.
Interest expense increased by $874,000 or 17.7% to $5,808,000 in the first
quarter from $4,934,000 in the first quarter of 1999.  Such increase was
primarily due to the net addition of outstanding mortgage debt in connection
with property and investment acquisitions which was offset in part by
capitalization of interest charges relating to the Operating Partnership's
development and redevelopment communities.  Property operating expenses,
exclusive of

                                       15
<PAGE>

depreciation and amortization, increased by $775,000 or 7.7% to $10,855,000 in
the first quarter of 2000 from $10,080,000 in the first quarter of 1999. Of such
increase, $971,000 was attributable to the Acquisition Properties and the
Disposition Properties. The aggregate property operating expense increase is
less than the amount of such increase for the Acquisition and Disposition
Properties due to a decrease in property operating expenses of the Same Store
Properties.

General and administrative expenses represent the costs of the Operating
Partnership's various acquisition and administrative departments as well as
partnership administration and non-operating expenses.  Such expenses increased
by $114,000 in the first quarter of 2000 from the amount for the first quarter
of 1999.  This increase is largely due to additional staffing requirements
resulting from the growth of the Operating Partnership.

Net income increased by $7,254,000 to $18,798,000 in the first quarter of 2000
from $11,544,000 in the first quarter of 1999.  Net income for the first quarter
of 2000 included a gain on the sales of real estate of $4,022,000.  No gains on
sale were recognized in the first quarter of 1999.  The remainder of the
increase is a result of the net contribution of the Acquisition Properties and
the increase in net operating income from the Same Store Properties.

Liquidity and Capital Resources

At March 31, 2000 the Operating Partnership had $23,086,000 of unrestricted cash
and cash equivalents.  The Operating Partnership expects to meet its short-term
liquidity requirements by using its working capital, cash generated from
operations and amounts available under lines of credit.  The Operating
Partnership believes that its current net cash flows will be adequate to meet
operating requirements and to provide for payment of dividends by the Company in
accordance with REIT qualification requirements. The Operating Partnership
expects to meet its long-term funding requirements relating to property
acquisition and development (beyond the next 12 months) by using working
capital, amounts available from lines of credit,  net proceeds from public and
private debt and equity issuances, and proceeds from the disposition of
properties that may be sold from time to time.  There can, however, be no
assurance that the Operating Partnership will have access to the debt and equity
markets in a timely fashion to meet such future funding requirements or that
future working capital, and borrowings under the lines of credit will be
available, or if available, will be sufficient to meet the Operating
Partnership's requirements or that the Operating Partnership will be able to
dispose of properties in a timely manner and under terms and conditions that the
Operating Partnership deems acceptable.

The Operating Partnership has a $100,000,000 unsecured line of credit.
Outstanding balances under the line of credit bear interest at the bank's
reference rate, or at the Operating Partnership's option, 1.15% over the LIBOR
rate.  The line of credit matures in May 2000.  At March 31, 2000 the Operating
Partnership had no balance outstanding on its line of credit. During the quarter
ended March 31, 2000, the Operating Partnership had outstanding balances which
bore interest rates ranging from 7.0% to 8.0%.  The Operating Partnership
intends to replace or renew this facility prior to its expiration with similar
terms.

In addition to the unsecured line of credit, the Operating Partnership had
$372,917,000 of secured indebtedness at March 31, 2000.  Such indebtedness
consisted of $291,597,000 in fixed rate debt with interest rates varying from
6.4% to 8.8% and maturity dates ranging from 2000 to 2026.  The indebtedness
also included $58,820,000 of debt represented by tax exempt variable rate demand
bonds with interest rates paid during the first three months of 2000 ranging
from 5.0% to 6.0% and maturity dates ranging from 2020 to 2026.  The tax exempt
variable rate demand bonds are capped at a maximum interest rates ranging from
7.1% to 7.3%.  At March 31, 2000, the Operating Partnership also had a variable
rate construction loan outstanding which is secured by one of its development
communities.  This development community reached stabilized operations in March
2000.  The construction loan, in the aggregate amount of $22,500,000 bears
interest at LIBOR plus 2.0% and matures in June 2000.

The Operating Partnership's unrestricted cash balance increased by $10,738,000
from $12,348,000 as of December 31, 1999 to $23,086,000 as of March 31, 2000.
This increase was primarily a result of

                                       16
<PAGE>

$22,032,000 of net cash provided by operating activities and $14,793,000 of net
cash provided by investing activities, which was offset by $26,087,000 of net
cash used in financing activities. Of the $14,793,000 net cash provided by
investing activities, $31,302,000 of proceeds were received from the disposition
of real estate, as offset by $5,548,000 of cash used to purchase and upgrade
rental properties and $9,526,000 used to fund real estate under development. The
$26,087,000 net cash used in financing activities was primarily a result of
$28,191,000 of repayments of mortgage and other notes payable and lines of
credit and $10,044,000 of dividends/distributions paid which was offset by
$17,000,000 of proceeds from mortgage and other notes payable and lines of
credit.

Non-revenue generating capital expenditures are improvements and upgrades that
extend the useful life of the property and are not related to preparing a
multifamily property unit to be rented to a tenant.  The Operating Partnership
expects to incur approximately $320 per weighted average occupancy unit in non-
revenue generating capital expenditures for the year ended December 31, 2000.
These expenditures do not include the improvements required in connection with
the origination of mortgage loans, expenditures for acquisition properties'
renovations and improvements which are expected to generate additional revenue,
and renovation expenditures required pursuant to tax-exempt bond financings.
The Operating Partnership expects that cash from operations and/or its lines of
credit will fund such expenditures.  However, there can be no assurance that the
actual expenditures incurred during 2000 and/or the funding thereof will not be
significantly different than the Operating Partnership's current expectations.

The Operating Partnership is developing five multifamily residential
communities, with an aggregate of 1,176 multifamily units.  Such projects
involve certain risks inherent in real estate development.  See "Other
Matters/Risk Factors - Risks That Development Activities Will Be Delayed or Not
Completed" in Item 1 of the Operating Partnership's Annual Report on Form 10-K
for the year ended December 31, 1999.  In connection with these development
projects, the Operating Partnership has directly, or in some cases through its
joint venture partners, entered into contractual construction related
commitments with unrelated third parties for a total amount of approximately
$91,300,000.  As of March 31, 2000, the Operating Partnership's remaining
commitment to fund the estimated cost to complete is approximately $63,400,000.
The Operating Partnership expects to fund such commitments with a combination of
its working capital, operating cash flows, amounts available on its lines of
credit, net proceeds from public and private equity and debt issuances, and
proceeds from the disposition of properties, which may be sold from time to
time.  During the first quarter of 2000, the Operating Partnership reached
stabilized occupancy at three communities that were previously reported as
development communities.

Pursuant to existing shelf registration statements, the Company has the capacity
to issue up to $342,000,000 of equity securities and the Operating Partnership
has the capacity to issue up to $250,000,000 of debt securities.

The Operating Partnership pays quarterly dividends from cash available for
distribution.  Until it is distributed, cash available for distribution is
invested by the Operating Partnership primarily in short-term investment grade
securities or is used by the Operating Partnership to reduce balances
outstanding under its line of credit.

Year 2000 Compliance

The date is now past January 1, 2000 and the Operating Partnership has not
experienced any immediate adverse impact from the transition to the year 2000.
However, the Operating Partnership cannot provide assurance that its vendors
have not or will nor be affected in a manner that is not yet apparent.  The
Operating Partnership uses software, computer technology and other services
provided by third party vendors that may fail due to year 2000 issues.  This
failure may involve significant time and expense, and uncorrected problems could
potentially harm the Operating Partnership's operations.  Therefore, the
Operating Partnership will continue to monitor its year 2000 compliance and the
year 2000 compliance of its vendors.

                                       17
<PAGE>

Funds from Operations

Industry analysts generally consider funds from operations, ("Funds From
Operations"), an appropriate measure of performance of an equity REIT.  The
Company, the sole general partner in the Operating Partnership, has elected to
be treated as a REIT under the code. Generally, Funds From Operations adjusts
the net income of equity REITs for non-cash charges such as depreciation and
amortization of rental properties and non-recurring gains or losses.  Management
considers Funds from Operations to be a useful financial performance measurement
of an equity REIT because, together with net income and cash flows, Funds from
Operations provides investors with an additional basis to evaluate the ability
of a REIT to incur and service debt and to fund acquisitions and other capital
expenditures.  Funds From Operations does not represent net income or cash flows
from operations as defined by generally accepted accounting principles ("GAAP")
and is not intended to indicate whether cash flows will be sufficient to fund
cash needs.  It should not be considered as an alternative to net income as an
indicator of the REIT's operating performance or to cash flows as a measure of
liquidity.  Funds From Operations does not measure whether cash flow is
sufficient to fund all cash needs including principal amortization, capital
improvements and distributions to shareholders.  Funds From Operations also does
not represent cash flows generated from operating, investing or financing
activities as defined under GAAP.  Further, Funds from Operations as disclosed
by other REITs may not be comparable to the Company's presentation of Funds From
Operations.  The following table sets forth The Company's calculation of Funds
from Operations for the three months ended March 31, 2000 and 1999.

                                            March 31, 2000   March 31, 1999
                                           ---------------  ---------------

Income before gain on the sales of
     real estate and minority interests       $14,922,000      $11,690,000
Adjustments:
          Depreciation and amortization         6,667,000        6,045,000
          Unconsolidated joint ventures         1,009,000          367,000

          Minority interests (1)               (4,726,000)      (2,363,000)
                                              -----------      -----------

          Funds from Operations               $17,872,000      $15,739,000
                                              ===========      ===========
     Weighted average number
         shares outstanding diluted (1)        20,578,898       20,496,718
                                              ===========      ===========

/(1)/ Includes all outstanding units of the general partner common equity and
      preferred equity and assumes conversion of all limited partner common
      equity into shares of the Company's Common Stock.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Operating Partnership is exposed to interest rate changes primarily as a
result of its line of credit and long-term debt used to maintain liquidity and
fund capital expenditures and expansion of the Operating Partnership's real
estate investment portfolio and operations.  The Operating Partnership's
interest rate risk management objective is to limit the impact of interest rate
changes on earnings and cash flows and to lower its overall borrowing costs.  To
achieve its objectives the Operating Partnership borrows primarily at fixed
rates and may enter into derivative financial instruments such as interest rate
swaps, caps and treasury locks in order to mitigate its interest rate risk on a
related financial instrument.  The Operating Partnership does not enter into
derivative or interest rate transactions for speculative purposes.

The Operating Partnership's interest rate risk is monitored using a variety of
techniques.  The table below presents the principal amounts and weighted average
interest rates by year of expected maturity to evaluate the expected cash flows
and sensitivity to interest rate changes.  The Operating Partnership believes
that the principal amounts of the Operating Partnership's mortgage notes payable
and line of credit approximate

                                       18
<PAGE>

fair value as of March 31, 2000 as interest rates are consistent with yields
currently available to the Operating Partnership for similar instruments.

<TABLE>
<CAPTION>
For Year Ended:                              2000     2001     2002     2003    2004     Thereafter       Total
<S>                                        <C>        <C>      <C>      <C>      <C>     <C>            <C>
Fixed rate debt (In thousands)
                                            $ 2,247   20,586   24,832   30,481   2,697      210,754      $291,597
Average interest rate                           7.1%     6.6%     6.6%     7.0%    7.0%         7.0%

Variable rate LIBOR debt (In thousands)
                                            $22,500        -        -        -       -       58,820(1)   $ 81,320
Average interest                                8.1%       -        -        -       -         5.50%
</TABLE>

/(1)/ Capped at interest rates ranging from 7.1% to 7.3%

The Operating Partnership has one forward treasury contract for an aggregate
notional amount of $20,000,000, locking the 10 year treasury rate at 6.16% which
limits interest rate exposure on certain future debt financing and which will be
settled in 2000.  The fair value of this contract as of March 31, 2000 is
approximately $105,000.  Fair value represents the estimated payments that the
Operating Partnership would be entitled to receive if the contract were
terminated at March 31, 2000.

The forward treasury contract represents the exposures that exist as of March
31, 2000.  As firm commitments do not exist as of March 31, 2000, the
information presented herein has limited predictive value.  As a result, the
Operating Partnership's ultimate realized gain or loss with respect to interest
rate fluctuations will depend on the exposures that may arise during the period,
the Operating Partnership's hedging strategies at that time and interest rates.

                                       19
<PAGE>

Part II   Other Information
-------   -----------------


Item 6: Exhibits and Reports on Form 8-K

        A.   Exhibits
             --------

        3.1  Certificate of Correction to Articles Supplementary reclassifying
             2,000,000 shares of Common Stock as 2,000,000 shares of 9.30%
             Series D Cumulative Redeemable Preferred Stock

        3.2  Certificate of Amendment of the Bylaws of Essex Property Trust,
             Inc. dated February 14, 2000

       27.1  Article 5 Financial Data Schedule (EDGAR Filing Only)


        B.  Reports on Form 8-K
            -------------------

        None

                                       20
<PAGE>

                                   Signatures


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                   ESSEX PORTFOLIO, L.P.
                                   A California Limited Partnership

                                   By: Essex Property Trust, inc.
                                   Its: General Partner


                                   /s/ MARK J. MIKL
                                       ---------------
                                   Mark J. Mikl, Vice President and Controller
                                   (Authorized Officer and Principal Accounting
                                   Officer)


                                   May 10, 2000
                                   ------------------
                                   Date


                                       21