<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

For the Quarter Ended: March 31, 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 May 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.

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited consolidated condensed financial statements should be
read in conjunction with the Form 10-K for the fiscal year ended December 31,
2001 of the registrant Cabot Industrial Properties, L.P. These consolidated
condensed statements have been prepared in accordance with the instructions of
the Securities and Exchange Commission for Form 10-Q and do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements.

In the opinion of Cabot Industrial Properties, L.P.'s management, all material
adjustments (consisting solely of items of a normal, recurring nature)
considered necessary for a fair presentation of results of operations for the
interim period have been included. The results of consolidated operations for
the period from January 1, 2002 through March 31, 2002 are not necessarily
indicative of the results that may be expected for the period from January 1,
2002 through December 31, 2002.

                                       2

<PAGE>


                       CABOT INDUSTRIAL PROPERTIES, L.P.

                     CONSOLIDATED CONDENSED BALANCE SHEETS
                   As of March 31, 2002 and December 31, 2001
                                 (in thousands)

                                            March 31, 2002   December 31, 2001
                                           ----------------  -----------------
                                             (unaudited)
ASSETS:

INVESTMENT IN REAL ESTATE:
Land                                         $    421,895       $    405,645
Buildings                                       1,579,041          1,555,772
Less:  Accumulated Depreciation                   (12,469)            (2,570)
                                            --------------     --------------

     Net Rental Properties                      1,988,467          1,958,847
Properties under Development                       79,929            112,203
                                            --------------     --------------

                                             $  2,068,396       $  2,071,050
                                            --------------     --------------

OTHER ASSETS:
Cash and Cash Equivalents                    $     10,022       $    100,551
Rents and Other Receivables, net of
   allowance for uncollectible accounts
   of $2,714 and $1,727 at March 31,
   2002 and December 31, 2001,
   respectively                                     5,076              6,056
Deferred Rent Receivable                            2,420                572
Deferred Lease Acquisition Costs, net              19,460             18,996
Deferred Financing Costs, net                       2,093              2,363
Investment in and Notes Receivable
   from Joint Ventures                             18,025             16,907
Assets Held for Sale                               15,073             15,036
Other Assets                                        7,855              8,537
                                            --------------     --------------
TOTAL ASSETS                                 $  2,148,420       $  2,240,068
                                            ==============     ==============

LIABILITIES AND PARTNERS' EQUITY:

LIABILITIES:
Mortgage Debt                                $    244,111       $    245,642
Unsecured Debt                                    263,784            264,568
Bridge Financing                                       --            500,000
Line of Credit Borrowings                         265,000                 --
Accounts Payable                                      860              1,448
Amounts Payable to Related Parties                  2,231              7,472
Accrued Real Estate Taxes                          10,937             13,179
Distributions Payable                              19,993             17,567
Tenant Security Deposits and Prepaid
   Rents                                           10,898             13,301
Accrued Severance Expense                             413             28,502
Other Liabilities                                  17,970             24,049
                                            --------------     --------------
                                             $    836,197       $  1,115,728
                                            --------------     --------------

PARTNERS' EQUITY:
General Partner's Equity                     $  1,073,223       $    885,340
Limited Partners' Equity                               --                 --
Preferred Unitholders' Equity                     239,000            239,000
                                            --------------     --------------

TOTAL PARTNERS' EQUITY                       $  1,312,223       $  1,124,340
                                            --------------     --------------

TOTAL LIABILITIES AND PARTNERS' EQUITY       $  2,148,420       $  2,240,068
                                            ==============     ==============

The accompanying notes are an integral part of these unaudited consolidated
condensed financial statements.

                                       3

<PAGE>

                        CABOT INDUSTRIAL PROPERTIES, L.P.

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
          For the Three Months Ended March 31, 2002 and March 31, 2001
                            (unaudited, in thousands)

                                          Three Months Ended  Three Months Ended
                                            March 31, 2002      March 31, 2001
                                          ------------------  ------------------

   REVENUES:

   Rental Income                                 $ 47,392          $ 47,385
   Tenant Reimbursements                            9,035             8,565
                                                 ---------         ---------
        Total Revenues                           $ 56,427          $ 55,950
                                                 ---------         ---------

   EXPENSES:

   Property Operating                            $  6,129          $  5,297
   Property Taxes                                   7,436             6,463
   Depreciation and Amortization                   10,915            10,023
   Interest                                        13,554            11,708
   General and Administrative                       1,934             2,685
                                                 ---------         ---------
        Total Expenses                           $ 39,968          $ 36,176
                                                 ---------         ---------

   OTHER INCOME:
   Interest and Other Income                     $    278          $    341
   Earnings and Fees from Joint Ventures
      and Advisory Clients                            168               821
   Net Gain on Sale of Real Estate                     --               949
                                                 ---------         ---------
                                                 $    446          $  2,111
                                                 ---------         ---------

   Net Income from Continuing Operations         $ 16,905          $ 21,885

   DISCONTINUED OPERATIONS:
   Income from Discontinued Operations                231               343
                                                 ---------         ---------

   Net Income                                    $ 17,136          $ 22,228

   Net Income Allocable to Preferred
      Unitholders                                  (5,294)           (5,294)
                                                 ---------         ---------

   Net Income Allocable to Partnership
      Unitholders                                $ 11,842          $ 16,934
                                                 =========         =========


The accompanying notes are an integral part of these unaudited consolidated
condensed financial statements.

                                       4

<PAGE>


                       CABOT INDUSTRIAL PROPERTIES, L.P.

                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
          For the Three Months Ended March 31, 2002 and March 31, 2001
                           (unaudited, in thousands)

<TABLE>
<CAPTION>

                                                                                 Three Months Ended      Three Months Ended
                                                                                   March 31, 2002          March 31, 2001
                                                                                 ------------------      ------------------
<S>                                                                                    <C>                       <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income                                                                         $ 17,136               $  22,228
   Adjustments to Reconcile Net Income to Cash Provided by Operating Activities:
      Depreciation and Amortization                                                     10,915                  10,023
      Net Gain on Sale of Real Estate                                                       --                    (949)
      Straight Line Rent                                                                (1,848)                 (1,120)
      Cabot L.P.'s Share of Net Income from Equity Investments                            (168)                   (122)
      Amortization of Deferred Financing Costs                                           2,562                     482
      Impact of Discontinued Operations                                                     30                      54
      Decrease (Increase) in Rents and Other Receivables                                   980                  (1,187)
      (Decrease) Increase in Accounts Payable                                             (588)                    398
      Decrease (Increase) in Other Assets                                                  574                    (538)
      (Decrease) Increase in Accrued Real Estate Taxes                                  (2,242)                    152
      Increase (Decrease) in Other Liabilities                                             504                    (472)
                                                                                      ---------              ----------

         Net Cash Provided by Operating Activities                                    $ 27,855               $  28,949
                                                                                      ---------              ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Property and Lease Acquisition Costs                                               $(17,347)              $ (17,932)
   Notes Receivable from Joint Ventures                                                     --                  (3,081)
   Investment in Joint Ventures                                                           (950)                 (2,262)
   (Increase) Decrease in Other Assets                                                    (115)                  5,662
   Advances to Cabot Advisors, net                                                          --                  (1,340)
                                                                                      ---------              ----------

         Net Cash Used in Investing Activities                                        $(18,412)              $ (18,953)
                                                                                      ---------              ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Line of Credit Borrowings, net                                                     $(35,000)              $  13,000
   Repayment of Bridge Financing                                                        (7,406)                     --
   Employee Stock Options/DEU and other Merger Transactions                            (34,493)                     --
   Issuance of Common Units                                                                149                      --
   Distributions Paid to Partnership Unitholders                                       (17,000)                (15,502)
   Distributions Paid to Preferred Unitholders                                          (2,868)                 (2,900)
   Debt Principal Repayments                                                            (1,145)                 (1,100)
   Increase in Deferred Financing Costs                                                 (2,209)                   (197)
   Other                                                                                    --                     (15)
                                                                                      ---------              ----------

         Net Cash Used in Financing Activities                                        $(99,972)              $  (6,714)
                                                                                      ---------              ----------

Net (Decrease) Increase in Cash and Cash Equivalents                                  $(90,529)              $   3,282
                                                                                      ---------              ----------

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                       $100,551               $   3,003
                                                                                      ---------              ----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                             $ 10,022               $   6,285
                                                                                      =========              ==========

Cash paid for interest, net of amounts capitalized                                    $  9,047               $   8,908
                                                                                      =========              ==========
</TABLE>

                                       5

<PAGE>
                       CABOT INDUSTRIAL PROPERTIES, L.P.

          CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (continued)
          For the Three Months Ended March 31, 2002 and March 31, 2001
                 (unaudited, in thousands, except unit amounts)

DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

In January 2002, Cabot Trust contributed 62,156 Partnership Units to Cabot L.P.

In February 2002, Calwest repaid $192,892 of the Bridge Financing, including
$298 of accrued interest, on behalf of Cabot L.P. in exchange for an additional
9,354,591 Partnership Units issued to Cabot Trust.

In February 2002, Cabot L.P. entered into and borrowed $300,000 under the
Revolving Credit Facility. The proceeds were used to pay down a portion of the
Bridge Financing.

At March 31, 2002, accrued capital expenditures totaled $5,647 and accrued
deferred financing costs totaled $83.

At March 31, 2001, accrued capital expenditures (including amounts included in
accounts payable) totaled $7,907 and accrued preferred equity offering costs
totaled $799.

During the quarter ended March 31, 2001, Cabot L.P. sold three properties for
$20,530. The proceeds received in 2001 were reinvested in real estate. There
were no sales of property during the quarter ended March 31, 2002.



The accompanying notes are an integral part of these unaudited consolidated
condensed financial statements.

                                       6

<PAGE>


                       CABOT INDUSTRIAL PROPERTIES, L.P.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2002



1. GENERAL

Organization

Cabot Industrial Properties, L.P. (Cabot L.P.), a Delaware limited partnership,
was formed on October 10, 1997. The general partner of Cabot L.P. is Cabot
Industrial Trust (Cabot Trust), a Maryland real estate investment trust which
was also formed on October 10, 1997. As the general partner of Cabot L.P., Cabot
Trust has the exclusive power under the agreement of limited partnership to
manage and conduct the business of Cabot L.P. Cabot Trust is an
externally-managed real estate company which qualifies as a real estate
investment trust (a REIT) for federal income tax purposes.

As of March 31, 2002, Cabot L.P. owned a geographically diversified portfolio of
381 industrial properties having an aggregate of approximately 42.6 million
square feet, which was approximately 91.2% leased to 737 tenants.

The Merger Transactions

On December 7, 2001, pursuant to an Agreement and Plan of Merger, dated as of
October 28, 2001, among Cabot Trust, Calwest Industrial Properties, LLC, a
California limited liability company (Calwest) and Rooster Acquisition Corp., a
Maryland corporation and wholly-owned subsidiary of Calwest (Rooster), Cabot
Trust and Rooster effected a merger (the Merger Transactions) whereby Rooster
merged with and into Cabot Trust, with Cabot Trust being the surviving entity.
As part of the Merger Agreement, (i) the trustees and executive officers of
Cabot Trust and their affiliates entered into shareholder agreements with
Calwest, Rooster, Cabot Trust and Cabot L.P., under which they agreed to tender
their shares, and in some instances, to sell their common units of limited
partner interest in Cabot L.P. to Calwest; and (ii) certain holders of limited
partnership units entered into unitholder agreements with Calwest, Rooster,
Cabot Trust and Cabot L.P., under which they agreed to convert their common
units of limited partner interest (Partnership Units) into Cabot Trust common
shares of beneficial interest (Common Shares) and tender such Common Shares.
Upon consummation of the Merger Transactions, (i) Cabot Trust became a
wholly-owned subsidiary of Calwest and (ii) the then outstanding Common Shares
were converted into the right to receive a cash payment of $24.00 per Common
Share. As a result of the Merger and related transactions, all Partnership Units
in Cabot L.P. are owned by Cabot Trust.

Immediately subsequent to the Merger Transactions, Calwest, Cabot Trust and
Cabot L.P. (collectively, the Borrowers) entered into a bridge financing
arrangement (the Bridge Financing) with several lenders. Under the terms of the
Bridge Financing, Cabot L.P. borrowed $500 million in cash due on June 6, 2002,
bearing interest at LIBOR plus 125 basis points. The obligations of the Bridge
Financing were fully recoursed to the Borrowers and were secured by a perfected
first priority security interest in the equity interests of Calwest, including
Calwest's equity interest in Cabot Trust and Cabot L.P., and were guaranteed by
Calwest. The proceeds from the Bridge Financing were used to repay the $260.6
million outstanding balance as of December 6, 2001 of Cabot L.P.'s LIBOR-based
facility. The Bridge Financing was repaid in February 2002 (see Note 4).

In conjunction with the Merger Transactions, Cabot L.P. acquired all the
outstanding common stock of Cabot Advisors, Inc. (Cabot Advisors) and as a
result, Cabot L.P.'s financial statements include Cabot Advisors' financial
position and results of operations on a consolidated basis beginning December 7,
2001. Prior to that date Cabot L.P. accounted for its investment in Cabot
Advisors on the equity method.

                                       7

<PAGE>


                        CABOT INDUSTRIAL PROPERTIES, L.P.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
                                 March 31, 2002

Other Transactions

In January 2002, Cabot Trust contributed 62,156 Partnership Units to Cabot L.P.,
thereby decreasing Cabot L.P.'s outstanding Partnership Units to 43,617,995.
Cabot Trust issued 7,300 Common Shares and in turn Cabot L.P. issued an
additional 7,300 Partnership Units to Cabot Trust which resulted in proceeds of
approximately $149,000. In February 2002, Calwest repaid $192.9 million, a
portion of the Bridge Financing, including $298,000 of accrued interest, on
behalf of Cabot L.P. In exchange for this contribution, Calwest received an
additional 9,354,591 Common Shares and in turn Cabot L.P. issued an additional
9,354,591 Partnership Units to Cabot Trust. The proceeds from the Revolving
Credit Facility (see Note 4) and proceeds from a sale of real estate in 2001
were also used to repay the outstanding balance on the Bridge Financing.

2. SIGNIFICANT ACCOUNTING POLICIES:

Effect of Merger Transactions on Presentation

The Merger Transactions have been accounted for under the purchase method of
accounting. As allowed under SEC Staff Accounting Bulletin (SAB) No. 54, Push
Down Basis of Accounting Required in Certain Limited Circumstances, Cabot L.P.
has elected to record the effect of the purchase accounting (push down
accounting) in its financial position as of December 7, 2001. Push down
accounting requires an entity to establish a new basis for its assets and
liabilities based on the amount paid for its ownership. The acquiring entity's
(Calwest's) basis is reflected in the acquired entities' (Cabot L.P.'s and Cabot
Trust's) financial statements. In order to apply push down accounting, Calwest's
purchase price of $2.1 billion was allocated to the assets and liabilities of
Cabot L.P. based on their relative fair values. For Cabot L.P., the new basis
primarily impacts investments in real estate and related depreciation, debt and
associated deferred financing costs and interest expense, as well as recognition
of rental revenue.

Prior to December 7, 2001, although Cabot L.P. owned 100% of the nonvoting
preferred stock of Cabot Advisors, control did not rest with Cabot L.P. as 100%
of the common stock was owned by an officer of Cabot Trust; therefore Cabot
L.P.'s investment in Cabot Advisors had been accounted for under the equity
method of accounting. In conjunction with the Merger Transactions, Cabot L.P.
acquired such controlling interest and owns 100% of all capital stock of Cabot
Advisors. As a result, the results of operations and the financial position of
Cabot Advisors is reflected on a consolidated basis prospectively, beginning
December 7, 2001.

Cabot L.P.'s consolidated results of operations for the three months ended March
31, 2001 reflect the historical operating results prior to the Merger
Transactions. Cabot L.P.'s consolidated results of operations for the three
months ended March 31, 2002 reflect the operations of Cabot L.P. subsequent to
the Merger Transactions and the impact of the APB 16 purchase accounting
adjustments.

Assets Held for Sale

As of March 31, 2002, Cabot L.P. entered into a contract to sell two industrial
properties located in California containing approximately 207,000 square feet
for a sales price of approximately $15.5 million. No gain or loss is expected to
be realized on this sale. Because sales are subject to a number of conditions
that must be met prior to closing, it is uncertain as to whether this sale will
actually be consummated.

                                       8

<PAGE>


                       CABOT INDUSTRIAL PROPERTIES, L.P.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
                                 March 31, 2002

Recent Accounting Pronouncements

On January 1, 2002, Cabot L.P. adopted Statement of Financial Accounting
Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. SFAS No. 144 supersedes SFAS No. 121, but retains its
fundamental provisions relating to the recognition and measurement of the
impairment of long-lived assets to be held and used, and the measurement of
long-lived assets to be disposed of by sale.

Adoption of this standard has resulted in Cabot L.P. reclassifying certain
assets to Assets Held for Sale in the Consolidated Condensed Balance Sheets and
reclassifying certain revenue and expense amounts related to the Assets Held for
Sale from Net Income from Continuing Operations to Income from Discontinued
Operations within the Consolidated Condensed Statements of Operations. All
periods have been adjusted to reflect this classification.

Reclassifications

Certain amounts from prior years have been reclassified to conform to the 2002
financial statement presentation.

                                       9

<PAGE>

                       CABOT INDUSTRIAL PROPERTIES, L.P.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
                                 March 31, 2002

3. ACQUISITIONS OF REAL ESTATE INVESTMENTS

In accordance with generally accepted accounting principles, Cabot L.P.
accounted for the Merger Transactions using the purchase method of accounting.
As such, the net assets acquired in connection with the Merger Transactions were
recorded at the fair value of the consideration surrendered and liabilities
assumed. The purchase price was then allocated to all identifiable assets and
assumed liabilities based upon their individual preliminary estimated fair
market values.

4. DEBT ACTIVITY

Cabot L.P.'s debt balances were adjusted as of December 7, 2001, the date of the
Merger Transactions, to fair value to reflect the present value of amounts to be
paid using market interest rates for obligations with similar terms. These
adjustments, resulting in an aggregate, net premium of $17.2 million, are
amortized as a reduction of interest expense over the remaining term of the
loans to reflect an estimated market interest rate as of the date of the Merger
Transactions.

Mortgage Loans

Cabot L.P. entered into loan agreements during 2000 and 1999, assumed certain
loans in conjunction with several real estate acquisitions, and assumed certain
loans in connection with its formation, all secured by certain existing real
estate assets (collectively, the Mortgage Loans). The Mortgage Loans, totaling
$237.2 million and $238.4 million at March 31, 2002 and December 31, 2001
(excluding discounts and premiums), respectively, bear coupon interest rates
ranging from 7.25% to 9.67% and are secured by properties with a net book value
of $442.5 million and $444.9 million, respectively. Certain of the debt assumed
in conjunction with the acquisition of properties bears a coupon interest rate
that differed from the fair market value interest rate at the date of
acquisition of the related property. In accordance with generally accepted
accounting principles, such debt was recorded at fair market value and interest
expense was adjusted based on the fair market interest rate at the date of
acquisition for each of the periods through December 6, 2001. All Mortgage Loans
outstanding at December 7, 2001 were revalued as a result of the Merger
Transactions using market interest rates, determined by management, ranging from
4.13% to 8.35%. As such the debt was revalued to reflect a net premium of $7.4
million. A reduction of interest expense related to the amortization of this
premium of $386,000 was recorded in the three month period ended March 31, 2002.

Unsecured Debt - Medium Term Notes

On September 7, 2000, Cabot L.P. established a Medium Term Note program eligible
to issue up to $200 million of notes payable. On September 12, 2000, Cabot L.P.
issued $40 million of notes payable, with a coupon interest rate of 8.5%, due
September 15, 2010. On September 18, 2000, Cabot L.P. issued an additional $15
million of notes payable, with a coupon interest rate of 8.2%, due September 15,
2005. On December 7, 2001, the market interest rates for these notes were
determined by management to be 7.44% and 6.41%, respectively. As such the debt
was revalued to reflect a premium in the amount of $2.4 million and $852,000,
respectively. A reduction of interest expense related to the amortization of
this premium of $105,000 was recorded in the three month period ended March 31,
2002.



                                       10

<PAGE>


                       CABOT INDUSTRIAL PROPERTIES, L.P.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
                                 March 31, 2002

Unsecured Debt - Senior Notes

On May 4, 1999, Cabot L.P. issued $200 million of senior unsecured redeemable
notes, due May 1, 2004. The notes have a 7.125% coupon interest rate and, on
December 7, 2001, the market interest rate for this debt was determined by
management to be 5.61%. As such the debt was revalued to reflect a premium of
$6.5 million. A reduction of interest expense related to the amortization of
this premium of $679,000 was recorded in the three month period ended March 31,
2002.

The Bridge Financing

As described in Note 1, Cabot L.P. issued a note payable in the amount of $500
million. This financing (the Bridge Financing) bore an interest rate of LIBOR
plus 125 basis points and was due June 6, 2002. The Bridge Financing was repaid
in full in February 2002.

The Revolving Credit Facility

On February 5, 2002, Cabot L.P. entered into a Revolving Credit Facility (the
Revolving Credit Facility) with JP Morgan Chase Bank as lead agent for a
syndicate of banks. The $300 million proceeds of the Revolving Credit Facility
were used to partially repay the Bridge Financing. The Revolving Credit Facility
is guaranteed by Cabot Trust and Calwest and provides for a loan amount of $300
million or such lesser amount as will enable Cabot L.P. and Calwest to comply
with all financial covenants. The loan is due in February 2005, and may be
extended one year after payment of an extension fee of 20 basis points.

The Revolving Credit Facility bears interest at rates that are dependent on the
type of borrowing and the credit rating of Calwest, as detailed below:

Borrowing type      Base rate                               Spread
--------------      ---------                               ------
Euro-Dollar         Applicable LIBOR                        0.65% - 1.40%
Base Rate           U.S. Prime or Fed Funds + 0.50%         0.0%  - 0.70%
Money Market        Auction based                           n/a

For Money Market loans, Cabot L.P. may request that the syndicate of banks bid
on loan commitments, which may result in Cabot L.P. obtaining borrowings at
interest rates lower than those available under either the Euro-Dollar or Base
Rate borrowing types. As of March 31, 2002, the Revolving Credit Facility has
$265 million outstanding, and bears interest at 2.68%.

Additionally, the Revolving Credit Facility has an expansion option which allows
Cabot L.P. to expand the total commitment to $400 million. This option must be
exercised in the first 24 months of the term. The Revolving Credit Facility is
subject to various covenants which are customary in nature, including a limit on
distributions to (i) 100% of cash flow, as defined, which excludes proceeds from
sales or refinancings and (ii) an additional one-time distribution of up to $75
million.

                                       11

<PAGE>


                       CABOT INDUSTRIAL PROPERTIES, L.P.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
                                 March 31, 2002

5. JOINT VENTURE ACTIVITY

During 2000, Cabot L.P. entered into separate joint venture arrangements with JP
Morgan Partners (formerly Chase Capital Partners), GE Capital Real Estate and
Teachers Insurance and Annuity Association - College Retirement Equity Fund
(TIAA-CREF), (collectively, the Joint Ventures). Cabot L.P. (or one of its
wholly-owned subsidiaries) is the managing member of the Joint Ventures. RREEF
America L.L.C. and its affiliates (RREEF), as investment manager of Cabot L.P.
has assumed the day to day responsibilities of managing the Joint Ventures since
the Merger Transactions. As of March 31, 2002, the Joint Ventures owned $141.4
million of property consisting of 2.9 million square feet and Cabot L.P.'s (and
Cabot Advisors', its wholly-owned subsidiary) cash investment in the Joint
Ventures totaled $16.3 million.

Cabot L.P. is currently re-evaluating the merits of the Joint Ventures and their
compatibility with its long term goals. Discussions are underway with each
partner to determine if each venture will continue or be terminated. Cabot L.P.
is not required to and will not make any further investments through the Joint
Ventures until those decisions are made. If the decision to unwind the Joint
Ventures is made, Cabot L.P. would expect to either buy the Joint Venture
interests from its partners, sell its joint venture interests to its partners or
market the assets of one or more of the Joint Ventures for sale to third
parties.

As the managing member of each Joint Venture, Cabot L.P. (or one of its
wholly-owned subsidiaries) is responsible for (i) handling the administration of
the Joint Venture, (ii) managing the day-to-day operations of the property held
by the Joint Venture, and (iii) overseeing construction and development in the
case of a Joint Venture with a property under development. Since the closing of
the Merger Transactions, these responsibilities have been performed by RREEF,
who, as a result, is paid the fees for services due to Cabot L.P. under the
Joint Venture Agreements. In addition, Cabot L.P. either has the power to
recommend the sale or refinancing of the property or, in certain Joint Ventures
in which such decisions are vested in the other partner, Cabot L.P. has the
ability to cause the sale or marketing of the property in accordance with
provisions of the Joint Venture operating agreement. Most major decisions, such
as material financings, require the approval of both partners of the Joint
Venture and any disputes over such major decisions would generally be resolved
through the exercise of a buy-sell provision in the Joint Venture operating
agreement.

Cabot L.P. earned income of approximately $168,000 and $85,000 from the Joint
Ventures, which are accounted for under the equity method of accounting, for the
three month periods ended March 31, 2002 and 2001, respectively. In addition,
Cabot L.P. earned, in the aggregate, approximately $521,000 in acquisition,
development and asset management fees from the Joint Ventures during the three
months ended March 31, 2001. These amounts are included in Earnings and Fees
from Joint Ventures and Advisory Clients in the accompanying consolidated
condensed statements of operations.

During 2001, Cabot Trust and its affiliates provided financing to the Joint
Ventures in the form of notes receivable. These notes were repaid from the
proceeds of the Joint Ventures' third party financings. During the three months
ended March 31, 2001, Cabot L.P. and its affiliates earned $129,000 of interest
income, which is included in Interest and Other Income in the accompanying
consolidated condensed statement of operations, from notes receivable provided
to the Joint Ventures.

                                       12

<PAGE>


                       CABOT INDUSTRIAL PROPERTIES, L.P.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
                                 March 31, 2002

6. RELATED PARTY TRANSACTIONS

Following the Merger Transactions, Cabot L.P. and RREEF entered into an
investment advisory agreement that engaged RREEF as the investment adviser of
Cabot L.P. for the period beginning on December 7, 2001 and ending on December
31, 2002. Cabot L.P. may extend the term of the agreement for additional
one-year periods. Under the agreement, RREEF is to provide asset and property
management, development, acquisition and disposition services to Cabot L.P.

During the quarter ended March 31, 2002, Cabot L.P. incurred asset management
fees of $1,756,017, acquisition fees of $15,838, property management fees of
$1,236,182 and development fees of $183,671 under this agreement.

                                       13

<PAGE>


                       CABOT INDUSTRIAL PROPERTIES, L.P.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
                                 March 31, 2002

On December 7, 2001, RREEF entered into an agreement with Cabot L.P. and Cabot
Advisors under which (i) Cabot L.P. and Cabot Advisors agreed to permit RREEF to
occupy certain premises that were leased by Cabot L.P. and Cabot Advisors, and
RREEF agreed to reimburse Cabot L.P. and Cabot Advisors for rent payable under
such leases, (ii) Cabot L.P. and Cabot Advisors transferred to RREEF all of its
right, title and interest in all furniture, fixtures and equipment located in
such premises, (iii) Cabot L.P. agreed to reimburse RREEF for any severance
amounts paid by RREEF to the former employees of Cabot L.P. and Cabot Advisors
who were hired by RREEF in connection with the Merger Transactions, (iv) Cabot
L. P. agreed to reimburse RREEF for payments made by RREEF for a Cabot L.P.
property in connection with a development agreement and (v) Cabot L.P. agreed to
pay RREEF the management and other fees otherwise payable to Cabot L.P. for
performing the management services required to be performed by Cabot L.P. under
the Joint Venture agreements.

During the quarter ended March 31, 2002, RREEF earned $211,226 in management and
other fees for services, required to be performed by Cabot L.P. under the Joint
Venture agreements.

The current trustees and executive officers of Cabot Trust are all employees of
RREEF, are compensated by RREEF and receive no remuneration or other
compensation from Cabot L.P.

In conjunction with obtaining the Revolving Credit Facility, Cabot Trust and
Calwest provided a guarantee of the debt. Calwest is also required to maintain
certain financial ratios.

8. SUBSEQUENT EVENT

On May 13, 2002, Cabot L.P. changed its fiscal year end to June 30 from December
31 to conform with the fiscal year end of Calwest. As a result, Cabot L.P.'s
current fiscal year will end on June 30, 2002.

                                       14

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

The statements contained in this discussion and elsewhere in this report that
are not historical facts are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements are based on current
expectations, estimates and projections about the industry and markets in which
Cabot L.P. operates, management's beliefs and assumptions made by management.
Words such as "expects", "anticipates", "intends", "plans", "believes", "seeks",
"estimates" and variations of such words and similar expressions are intended to
identify such forward-looking statements. Such forward-looking statements are
subject to various known and unknown risks and uncertainties and are not
guarantees of future performance and involve risks and uncertainties. Actual
outcomes and results may differ materially from what is expressed or suggested
by such forward-looking statements and readers of this document should not rely
on them. Cabot L.P.'s operating results depend primarily on income from
industrial properties, which may be affected by various factors, including
changes in national and local economic conditions, competitive market
conditions, uncertainties and costs related to and the imposition of conditions
on receipt of governmental approvals and costs of material and labor, all of
which may cause actual results to differ materially from what is expressed
herein. Capital and credit market conditions that affect Cabot L.P.'s cost of
capital also influence operating results. All such forward-looking statements
are current only as of the date on which such statements are made. Cabot L.P.
does not undertake any obligation to publicly update any forward-looking
statement to reflect events or circumstances after the date on which such
statement is made or to reflect the occurrence of unanticipated events.

Introduction

On December 4, 2001, pursuant to a previously announced Merger Agreement, all
outstanding common limited partnership units in Cabot L.P., other than those
held by Cabot Trust, were exchanged for shares of beneficial interest of Cabot
Trust and such shares were tendered to Rooster and Calwest pursuant to a tender
offer. As a result, Cabot Trust became the sole holder of common units of
limited partnership interest in Cabot L.P. After the expiration of the tender
offer on December 4, 2001, Rooster and Calwest announced that they had accepted
all 42,388,440 common shares of beneficial interest of Cabot Trust that were
tendered pursuant to the tender offer. Such shares constituted 97% of Cabot
Trust's outstanding common shares of beneficial interest. On December 7, 2001,
Calwest acquired all Cabot Trust's remaining outstanding common shares of
beneficial interest pursuant to the merger of Rooster with and into Cabot Trust,
with Cabot Trust surviving as a wholly-owned subsidiary of Calwest through
December 31, 2001.

The Merger Transactions were accounted for as a purchase of Cabot L.P. by
Calwest and therefore the balance sheet of Cabot L.P. on December 7, 2001 was
adjusted to reflect the purchase price and recorded at Cabot L.P. in accordance
with the SEC's Staff Accounting Bulletin "Push Down Basis of Accounting in
Certain Limited Circumstances." The purchase price was approximately $2.1
billion, which included the outstanding Preferred Units and the assumption of
debt of Cabot L.P. This purchase price was allocated to the assets and
liabilities of Cabot L.P. based on their relative fair values and resulted in no
allocation to goodwill.

Results for the three months ended March 31, 2001 represent the historical basis
of Cabot L.P.'s operations prior to the date of the Merger Transactions. Results
for the three month period ended

                                       15

<PAGE>

March 31, 2002 reflect the operations of Cabot L.P. after the Merger
Transactions and therefore reflect the operating impact of purchase accounting
adjustments made to the assets and liabilities as previously described. In
general, the recognition of straight-line rental revenue and depreciation,
amortization and interest expense has been impacted by the new cost basis of the
corresponding assets and liabilities on the balance sheet.

The following discussion of the results of operations of management's discussion
and analysis compares pre- and post-merger periods. Material fluctuations in
operations resulting from the effect of purchase accounting have been
highlighted.

Results of Operations

Quarter Ended March 31, 2002 compared with Quarter Ended March 31, 2001

Net income allocable to partnership unitholders for the quarter ended March 31,
2002 totaled $11.8 million, compared with $16.9 million for the quarter ended
March 31, 2001. The 2001 results include a gain on sale of real estate of
$949,000. There were no sales of property during the quarter ended March 31,
2002. After consideration of the impact of the gain on sale of property in 2001,
the decrease in net income in 2002 of approximately $4.1 million is primarily
due to decreased operating margin and fees from the Joint Ventures and increased
depreciation and amortization and interest expense, offset by decreased general
and administrative expenses.

Rental revenues were $56.4 million, including tenant reimbursements of $9.0
million, for the quarter ended March 31, 2002, compared with $56.0 million,
including tenant reimbursements of $8.6 million, for the quarter ended March 31,
2001. Total rental revenue of $53.0 million and $54.3 million was generated in
2002 and 2001, respectively, by the properties owned as of January 1, 2001, and
still owned as of March 31, 2002, excluding properties held for sale, (the
Baseline Properties) and total rental revenue of $3.4 million and $789,000 in
2002 and 2001, respectively, was generated by the properties acquired or
developed subsequent to January 1, 2001. The remainder of total rental revenue
relates to properties under development and properties sold in 2001 and 2002.
The decrease in rental revenue for Baseline Properties is primarily attributable
to rental increases for new leases, extensions and renewals offset by a decrease
of approximately $1.5 million in termination payments, due primarily to a
significant termination payment earned in the quarter ended March 31, 2001.

The operating margin (the ratio of total revenues minus property operating and
property tax expenses to total revenues) was 76% for the quarter ended March 31,
2002 compared to 79% for the quarter ended 2001. The decrease is primarily due
to a decrease in average occupancy to 91.4% for the quarter ended March 31, 2002
compared to 96.2% for the quarter ended March 31, 2001, as well as a decrease
in termination payments of approximately $1.5 million.

Depreciation and amortization related to real estate assets totaled $10.9
million and $10.0 million for the quarters ended March 31, 2002 and 2001,
respectively. The increase is primarily due to the increased depreciation as a
result of the increased basis recorded in connection with the Merger
Transactions, offset by decreased amortization related to leasing costs,
primarily as a result of the reduced basis recorded in connection with the
Merger Transactions.

Interest expense increased by approximately $1.8 million to $13.6 million for
the quarter ended March 31, 2002 compared to $11.7 million for the quarter ended
March 31, 2001. The increase is

                                       16

<PAGE>

primarily due to approximately $2.5 million of interest expense related to
deferred financing costs for the Bridge Financing and a decrease in interest
expense capitalized to development projects of approximately $600,000 due to
decreased investment in development or transfer to operations, offset by a
reduction of interest expense of approximately $1.2 million related to the
amortization of the premium resulting from the debt revaluation made in
conjunction with the Merger Transactions.

General and administrative expense decreased by $751,000 to $1.9 million for the
quarter ended March 31, 2002. In conjunction with the Merger Transactions, all
employees were terminated and all general and administrative duties subsequent
to December 7, 2001 are performed by RREEF, Cabot L.P.'s investment advisor,
based on a fee schedule. The decrease in general and administrative expenses is
a result of this change in the cost structure.

Interest and other income, which consists primarily of interest earned on Cabot
L.P.'s invested cash balances and advances to the Joint Ventures, remained
relatively unchanged at $278,000 for the quarter ended March 31, 2002, compared
to $341,000 from the quarter ended March 31, 2001.

Earnings from Joint Ventures accounted for under the equity method were $168,000
and $85,000 for the quarters ended March 31, 2002 and 2001, respectively. In
addition, for the quarter ended March 31, 2001, Earnings and Fees from Joint
Ventures and Advisory Clients also included acquisition, development and asset
management fees of $736,000 earned from Joint Venture arrangements and third
party clients for which Cabot L.P. performed services. In conjunction with the
Merger Transactions, RREEF was engaged to provide these services and therefore
there are no fees earned by Cabot L.P. for the quarter ended March 31, 2002.

During the quarter ended March 31, 2001, Cabot L.P. sold three buildings for
$20.5 million, which resulted in a Gain on Sale of Real Estate of $949,000.
There were no sales of property during the quarter ended March 31, 2002.

Dividends accruable to Preferred Unitholders totaled $5.3 million for the
quarters ended March 31, 2002 and March 31, 2001. There was no change in Net
Income Allocable to Preferred Units because there were no additional issuances
of Cumulative Redeemable Perpetual Preferred Equity.

Capital Resources and Liquidity

Cabot L.P. intends to rely on cash provided by operations, unsecured and secured
borrowings from institutional sources, and public debt as its primary sources of
funding for acquisition, development, expansion and renovation of properties.
Cabot L.P. may also consider preferred and common equity financing when such
financing is available on attractive terms.

In December 2001, Cabot L.P. borrowed under the Bridge Financing in the amount
of $500 million. The Bridge Financing bore an interest rate of LIBOR plus 125
basis points, was due June 6, 2002 and was repaid in full and terminated in
February 2002.

On February 5, 2002, Cabot L.P. entered into a Revolving Credit Facility (the
Revolving Credit Facility) with JP Morgan Chase Bank as lead agent for a
syndicate of banks. The Revolving Credit Facility is guaranteed by Cabot Trust
and Calwest and provides for a loan amount of $300 million or such lesser amount
as will enable Cabot L.P. and Calwest to comply with all financial covenants.
The loan is due in February 2005, and may be extended one year after payment of
an extension fee of 20 basis points. Cabot L.P. borrowed $300 million and the
proceeds of the Revolving Credit Facility were used to partially repay the
Bridge Financing.

                                       17

<PAGE>


The Revolving Credit Facility bears interest at rates that are dependent on the
type of borrowing and the credit rating of Calwest, as detailed below:

Borrowing type          Base rate                                Spread
--------------          ---------                                ------
Euro-Dollar             Applicable LIBOR                         0.65% - 1.40%
Base Rate               U.S. Prime or Fed Funds + 0.50%          0.0% - 0.70%
Money Market            Auction based                            n/a

For Money Market loans, Cabot L.P. is able to request that the syndicate of
banks bid on loan commitments, which may result in Cabot L.P. obtaining
borrowings at interest rates lower than those available under either the
Euro-Dollar or Base Rate borrowing types. As of March 31, 2002, the Revolving
Credit Facility has $265 million outstanding, and bears interest at 2.68%.

Additionally, the Revolving Credit Facility has an expansion option which allows
Cabot L.P. to increase the total commitment to $400 million. This option must be
exercised in the first 24 months of the term. The Revolving Credit Facility is
subject to various covenants, which are customary in nature, including a limit
on distributions to 100% of cash flow as defined, which excludes proceeds from
sales or refinancings. There is an additional, one-time right to distribute up
to $75 million.

In January 2002, Cabot Trust contributed 62,156 Partnership Units to Cabot L.P.,
thereby decreasing Cabot L.P.'s outstanding Partnership Units to 43,617,995.
Cabot Trust issued 7300 Common Shares and in turn Cabot L.P. issued an
additional 7,300 Partnership Units to Cabot Trust which resulted in proceeds of
approximately $149,000. In February 2002, Calwest repaid $192.9, a portion of
the Bridge Financing, including $298,000 of accrued interest, on behalf of Cabot
L.P. In exchange for this contribution, Calwest received an additional 9,354,591
Common Shares and in turn Cabot L.P. issued an additional 9,354,591 Partnership
Units to Cabot Trust. The proceeds from the Revolving Credit Facility and
proceeds from a sale of real estate in 2001 were also used to repay the
outstanding balance on the Bridge Financing.

As of March 31, 2002, Cabot L.P. had $237.2 million of fixed rate debt secured
by properties (excluding discounts and premiums), $265 million of unsecured
borrowings under its Revolving Credit Facility, $255 million of unsecured debt
(excluding premiums) and a 35% debt-to-total undepreciated assets ratio. In the
future, Cabot L.P. expects to maintain this ratio at 40% or less, but is not
required to do so.

On October 24, 2000, Cabot L.P. obtained a $325 million unsecured line of credit
facility (the "Facility") replacing its previous $325 million credit facility
that was to mature in March 2001. The Facility, scheduled to mature in October
2003, was repaid and terminated in conjunction with the Merger Transactions. The
Facility was used to acquire and develop properties and for working capital
purposes.

                                       18

<PAGE>


Cash and cash equivalents totaled $10.0 million at March 31, 2002, representing
a decrease of $90.5 million, compared to December 31, 2001. This was the result
of $27.9 million of cash generated from operating activities, reduced by $18.4
million of cash used in investing activities and $100.0 million of cash used in
financing activities.

RATIO OF EARNINGS TO FIXED CHARGES

We have computed the ratios of earnings to fixed charges and preferred
distributions by dividing income from continuing operations, plus fixed charges,
plus amortization of capitalized interest, plus distributed income of equity
investees, less earnings of equity investees, less interest capitalized, by
fixed charges. Fixed charges consist of interest costs, whether expensed or
capitalized, the interest component of rental expense and amortization of debt
premiums, discounts and issuance costs and preferred distributions.

The ratio of earnings to fixed charges was 1.60x for the three months ended
March 31, 2002 compared to 1.89x for the three months ended March 31, 2001. The
decrease is primarily due to decreased operating margin and fees from the Joint
Ventures, increased depreciation and amortization and interest expense, offset
by decreased general and administrative expenses, as discussed in the "Results
of Operations" above.

                                       19

<PAGE>

ITEM 3.  QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Cabot L.P.'s exposure to market risk has not changed materially from its
exposure at December 31, 2001 as set forth in Item 7A. in Cabot L.P.'s Form 10-K
for the fiscal year ended December 31, 2001.

                                       20

<PAGE>

                           Part II. OTHER INFORMATION

Item 1. Legal Proceedings

              Cabot L.P. is not a party to any material litigation nor, to
              Cabot L.P.'s knowledge, is any litigation threatened against
              Cabot L.P., other than routine actions arising in the ordinary
              course of business, substantially all of which are expected to be
              covered by liability insurance and which, in the aggregate, are
              not expected to have a material adverse effect on the business,
              results of operations or financial condition of Cabot L.P.

Item 2. Changes in Securities and Use of Proceeds

              Cabot L.P. issued Cabot Trust 7,300 Partnership Units on January
              28, 2002 for an aggregate consideration of $148,920. The issuance
              was made to Cabot Trust, an "accredited investor" within the
              meaning of Rule 501 of Regulation D of the Securities Act of
              1933, and the Partnership Units were issued in reliance upon the
              exemption from registration set forth in Regulation D.

              Cabot L.P. issued Cabot Trust 9,354,591 Partnership Units on
              February 26, 2002 for an aggregate consideration of
              $192,891,666.42. The issuance was made to Cabot Trust, an
              "accredited investor" within the meaning of Rule 501 of
              Regulation D of the Securities Act of 1933, and the Partnership
              Units were issued in reliance upon the exemption from
              registration set forth in Regulation D.

Item 3.  Defaults Upon Senior Securities
              None

Item 4.  Submission of Matters to a Vote of Security Holders.
              Not Applicable

Item 5. Other Information

              On May 13, 2002, Cabot L.P. changed its fiscal year end to June
              30 from December 31 to conform with the fiscal year end of
              Calwest. As a result, Cabot L.P.'s current fiscal year will end
              on June 30, 2002.

Item 6.  Exhibits and Reports on Form 8-K

              (a) Exhibits

                    None

              (b) Reports on Form 8-K

                    Cabot L.P. filed a Current Report on Form 8-K on May 3, 2002
                    with the Securities and Exchange Commission to report that
                    on April 29, 2002 Cabot L.P. had dismissed its independent
                    public accountants, Arthur Andersen LLP and that, on April
                    29, 2002 Cabot L.P. had retained Deloitte & Touche LLP as
                    its new independent accountants. No reports on Form 8-K were
                    filed on Form 8-K during the quarter.

                                       21

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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 as of the 13th day of May 2002.

                                CABOT INDUSTRIAL PROPERTIES, L.P.
                                -------------------------------------
                                Registrant

                                By CABOT INDUSTRIAL TRUST
                                Its general partner

May 13, 2002             /s/ Timothy B. Keith
--------------           -------------------------------------------
     Date                       Timothy B. Keith
                                Chief Executive Officer

May 13, 2002             /s/ Christopher L. Hughes
--------------           -------------------------------------------
     Date                       Christopher L. Hughes
                                Chief Financial Officer
                                (Principal Accounting and Financial Officer)

                                       22