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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          FORM 10-Q/A - Amendment No. 1

               Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                    For the Quarter Ended: September 30, 2002
                         Commission File Number: 1-14979

                        CABOT INDUSTRIAL PROPERTIES, L.P.
             (Exact name of registrant as specified in its charter)

            Delaware                                       04-3397874
            --------                                       ----------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

       875 North Michigan Avenue, 41st Floor, Chicago, Illinois     60611
       --------------------------------------------------------     -----
              (Address of principal executive offices)            (Zip code)

                                 (312) 266-9300
                                 --------------
              (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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days./1/

                                    YES      NO  X
                                       -----   -----

Indicate the number of shares outstanding of each of the registrant's classes of
Common Stock, as of the latest practicable date: As of November 10, 2002,
52,979,886 Limited Partnership Units; 1,300,000 Series B Cumulative Redeemable
Perpetual Preferred Units, $50 Liquidation value; 2,600,000 Series C Cumulative
Redeemable Perpetual Preferred Units, $25 Liquidation value; 200,000 Series D
Cumulative Redeemable Perpetual Preferred Units, $50 Liquidation value; 200,000
Series E Cumulative Redeemable Perpetual Preferred Units, $50 Liquidation value;
1,800,000 Series F Cumulative Redeemable Perpetual Preferred Units, $25
Liquidation value; 600,000 Series G Cumulative Redeemable Perpetual Preferred
Units, $25 Liquidation value; and 1,400,000 Series H Cumulative Redeemable
Perpetual Preferred Units, $25 Liquidation value.

       /1/ The registrant files reports required to be filed by Section 13 and
       15(d) of the Securities and Exchange Act of 1934 in compliance with a
       covenant in the Indenture dated as of April 30, 1999, as supplemented on
       May 4, 1999 and September 7, 2000, by and among the registrant, Cabot
       Industrial Trust and Bank of New York as trustee, requiring it to do so.

The undersigned registrant hereby amends "Item 6 Exhibits and Reports on Form
8-K" of its Form 10-Q for the quarter ended September 30, 2002 by replacing
section (a) in its entirety as follows:

     (a) Exhibits

     Exhibit 99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     Exhibit 99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant as duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            CABOT INDUSTRIAL PROPERTIES, L.P.
                                            (Registrant)


Date: November 14, 2002                     By: /s/Christopher L. Hughes
                                               -------------------------
                                                  Christopher L. Hughes
                                                  Chief Financial Officer

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                                  Exhibit Index

       Exhibit Number              Descriptions
       --------------              ------------
       99.1                        Certification  Pursuant to 18 U.S.C.  Section
                                   1350,  as Adopted  Pursuant to Section 906 of
                                   the Sarbanes-Oxley Act of 2002.
       99.2                        Certification  Pursuant to 18 U.S.C.  Section
                                   1350,  as Adopted  Pursuant to Section 906 of
                                   the Sarbanes-Oxley Act of 2002.


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