<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: 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.

       PART I.  FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                                       1

<PAGE>

                        CABOT INDUSTRIAL PROPERTIES, L.P.

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                   As of September 30, 2002 and June 30, 2002
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                  September 30, 2002        June 30, 2002
                                                                                  --------------------   -------------------
                                                                                     (unaudited)
<S>                                                                               <C>                       <C>
      ASSETS:
      INVESTMENT IN REAL ESTATE:
      Land                                                                        $       361,737           $      361,745
      Buildings                                                                         1,295,853                1,295,713
      Less:             Accumulated Depreciation                                          (26,351)                 (18,345)
                                                                                  ---------------           --------------
                        Net Rental Properties                                           1,631,239                1,639,113
      Properties under Development                                                         42,378                   41,330
                                                                                  ---------------           --------------
      TOTAL INVESTMENT IN REAL ESTATE:                                            $     1,673,617           $    1,680,443
                                                                                  ---------------           --------------

      OTHER ASSETS:
      Cash and Cash Equivalents                                                             9,358                    8,825
      Rent and Other Receivables, net of
                        allowance for uncollectible accounts
                        of $3,519 and $3,761 at September 30,
                        2002 and June 30, 2002
                        respectively                                                        8,496                    5,678
      Deferred Rent Receivable                                                              4,914                    3,424
      Deferred Lease Acquisition Costs, net                                                15,451                   14,375
      Deferred Financing Cost, net                                                          1,739                    1,928
      Investment in Joint Ventures                                                         17,887                   18,014
      Assets Held for Sale                                                                 12,029                  405,338
      Other Assets                                                                          8,070                   12,343
                                                                                  ---------------           --------------
      TOTAL ASSETS:                                                               $     1,751,561           $    2,150,368
                                                                                  ===============           ==============

      LIABILITIES AND PARTNERS' EQUITY:
      LIABILITIES:
      Mortgage Debt                                                               $       158,158           $      163,986
      Mortgage Debt held for Sale                                                               -                   78,642
      Unsecured Debt                                                                      262,155                  262,959
      Line of Credit Borrowings                                                           286,000                  290,000
      Accounts Payable                                                                        859                      800
      Amounts Payable to Related Parties                                                    1,263                    2,514
      Accrued Real Estate Taxes                                                            12,494                   14,122
      Distributions Payable                                                                   567                      567
      Tenant Security Deposits and Prepaid Rents                                           10,109                   12,444
      Accrued Severance Expense                                                               278                      402
      Other Liabilities                                                                    14,471                   14,950
                                                                                  ---------------           --------------

      TOTAL LIABILITIES:                                                          $       746,354           $      841,386
                                                                                  ---------------           --------------

      PARTNERS' EQUITY:
      General Partner's Equity                                                    $       766,207           $    1,069,982
      Limited Partners' Equity                                                                  -                        -
      Preferred Unitholders' Equity                                                       239,000                  239,000
                                                                                  ---------------           --------------

      TOTAL PARTNERS' EQUITY                                                      $     1,005,207           $    1,308,982
                                                                                  ---------------           --------------
      TOTAL LIABILITIES AND PARTNERS' EQUITY                                      $     1,751,561           $    2,150,368
                                                                                  ===============           ==============
</TABLE>

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

                                       2

<PAGE>

                        CABOT INDUSTRIAL PROPERTIES, L.P.

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
      For the Three Months Ended September 30, 2002 and September 30, 2001
                            (unaudited, in thousands)

<TABLE>
<CAPTION>
                                                                          Three Months Ended          Three Months Ended
                                                                          September 30, 2002          September 30, 2001
                                                                        -----------------------     ----------------------
<S>                                                                       <C>                         <C>
      REVENUES:

      Rental Income                                                       $              39,560       $             39,900
      Tenant Reimbursements                                                               7,358                      7,099
                                                                        -----------------------     ----------------------

                Total Revenues                                                           46,918                     46,999
                                                                        -----------------------     ----------------------

      EXPENSES:

      Property Operating                                                                  5,921                      5,123
      Property Taxes                                                                      5,528                      5,004
      Depreciation and Amortization                                                       9,025                      9,031
      Interest                                                                            8,793                      9,633
      General and Administrative                                                          1,872                      2,496
                                                                        -----------------------     ----------------------

                Total Expenses                                                           31,139                     31,287
                                                                        -----------------------     ----------------------

      OTHER INCOME:
      Interest and Other Income                                                             275                        275
      Earnings and Fees from Joint Ventures
                and Advisory Clients                                                        188                        568
      Net Gain on Sale of Real Estate                                                         -                        683
                                                                        -----------------------     ----------------------

                Total Other Income                                                          463                      1,526
                                                                        -----------------------     ----------------------

      Income from Continuing Operations                                                  16,242                     17,238

      DISCONTINUED OPERATIONS:
      Income from Discontinued Operations                                                 1,619                      3,768
                                                                        -----------------------     ----------------------
      Net Income                                                          $              17,861       $             21,006

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

      Net Income Allocable to Partnership Units                           $              12,567       $             15,712
                                                                        =======================     ======================
</TABLE>

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 CASH FLOWS
      For the Three Months Ended September 30, 2002 and September 30, 2001
                            (unaudited, in thousands)

<TABLE>
<CAPTION>
                                                                                 Three Months Ended    Three Months Ended
                                                                                 September 30, 2002    September 30, 2001
                                                                                 ------------------    ------------------
      <S>                                                                        <C>                   <C>
      CASH FLOWS FROM OPERATING ACTIVITIES:
      Net Income from Continuing Operations                                      $           16,242    $           17,238
      Adjustments to Reconcile Net Income to Cash Provided by Operating
      Activities:
           Depreciation and Amortization                                                      9,025                 9,031
           Net Gain on Sale of Real Estate                                                        -                  (683)
           Straight - Line Rent                                                              (1,491)                 (857)
           Cabot L.P.'s Share of Net Income from Equity Investments                            (188)                 (185)
           Amortization of Deferred Financing Costs                                             189                   476
           Decrease in Rents and Other Receivables                                           (2,818)                 (534)
           Increase in Accounts Payable                                                          59                   499
           Increase in Other Assets                                                           4,274                   826
           (Decrease) Increase in Accrued Real Estate Taxes                                  (1,628)                3,948
           (Decrease) Increase in Other Liabilities                                          (4,920)                2,749
                                                                                 ------------------    ------------------

                Net Cash Provided by Continuing Operating Activities                         18,744                32,508
                Net Cash Provided by Discontinued Operating Activities                        1,619                 5,593
                                                                                 ------------------    ------------------
                Net Cash Provided by Operating Activities                                    20,363                38,101

      CASH FLOW FROM INVESTING ACTIVITIES:
      Proceeds from Sales of Real Estate                                         $          315,137    $              642
      Property and Lease Acquisition Costs                                                   (4,779)              (27,519)
      Notes Receivable from Joint Ventures                                                        -                 4,917
      Deposits on Sale of Real Estate                                                           900                     -
      Investment in Joint Ventures                                                              315                (1,348)
      Increase in Other Assets                                                                    -                (1,132)
      Advances to Cabot Advisors, net                                                             -                    60
                                                                                 ------------------    ------------------

                Net Cash Provided by (Used in) Investing Activities                         311,573               (24,380)
                                                                                 ------------------    ------------------

      CASH FLOWS FROM FINANCING ACTIVITIES:
      Line of Credit (Repayments) Borrowings, net                                $           (4,000)   $            9,500
      Merger Transaction Costs                                                                 (212)                    -
      Proceeds from the Issuance of Common Units                                                  -                    89
      Distributions Paid to Common Unitholders                                             (316,336)              (16,158)
      Distributions Paid to Preferred Unitholders                                            (5,294)               (7,688)
      Mortgage Debt Principal Repayments                                                     (5,561)               (2,669)
      Increase in Deferred Financing Costs                                                        -                   (18)
      Other                                                                                       -                   (17)
                                                                                 ------------------    ------------------

                Net Cash Used in Financing Activities                                      (331,403)              (16,961)
                                                                                 ------------------    ------------------

      Net Increase/(Decrease) in Cash and Cash Equivalents                       $              533    $           (3,240)

      CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                            $            8,825    $            3,612
                                                                                 ------------------    ------------------

      CASH AND CASH EQUIVALENTS - END OF PERIOD                                  $            9,358    $              372
                                                                                 ==================    ==================

      Cash paid for interest, net of amounts capitalized                         $           10,230    $            8,335
                                                                                 ==================    ==================
</TABLE>

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 (continued)
                 For the Three Months Ended September 30, 2002
                             and September 30, 2001
                            (unaudited, in thousands)

DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

On August 1, 2002, Cabot Trust sold its interest in Cabot Acquisition LLC, a
wholly-owned subsidiary of Cabot L.P., which owned 46 properties, to CalEast
Industrial Investors, LLC for $375.5 million, of which $300.5 million was paid
in cash and $75 million was paid by the assumption of Mortgage Loans.

At September 30, 2002, accrued capital expenditures totaled $4,336.

At September 30, 2001, accrued capital expenditures totaled $9,706, accrued
preferred offering costs totaled $795 and accrued financing costs totaled $32.


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

                                        5

<PAGE>

                        CABOT INDUSTRIAL PROPERTIES, L.P.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               September 30, 2002

1.  GENERAL

The accompanying unaudited consolidated condensed financial statements should be
read in conjunction with the Form 10-K for the fiscal year ended June 30, 2002
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 July 1, 2002 through September 30, 2002 are not necessarily
indicative of the results that may be expected for the period from July 1, 2002
through June 30, 2003.

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 September 30, 2002, Cabot L.P. owned a geographically diversified
portfolio of 334 industrial properties having an aggregate of approximately 35
million square feet, which was approximately 87.3% leased to 673 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.

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.

                                        6

<PAGE>

                        CABOT INDUSTRIAL PROPERTIES, L.P.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
                               September 30, 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 and
then issued an additional 7,300 Partnership Units which resulted in proceeds of
approximately $150,000. In February 2002, Cabot L.P. also issued 9,354,591
Partnership Units which resulted in proceeds of $192.9 million. These proceeds,
combined with the proceeds from the Revolving Credit Agreement and proceeds from
a sale of real estate, were used to repay the outstanding balance on the Bridge
Financing (see Note 5).

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
September 30, 2001 reflect the historical operating results prior to the Merger
Transactions. Cabot L.P.'s consolidated results of operations for the three
months ended September 30, 2002 reflect the operations of Cabot L.P. subsequent
to the Merger Transactions and the impact of the purchase accounting
adjustments.

Assets Held for Sale

As of September 30, 2002, Cabot L.P. entered into a contract to sell two
industrial properties located in Ohio containing approximately 469,000 square
feet for a sales price of approximately $14.8 million. The properties were
subsequently sold on October 15, 2002.

                                        7

<PAGE>

                        CABOT INDUSTRIAL PROPERTIES, L.P.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
                               September 30, 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 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 the prior year have been reclassified to conform to the
current year financial statement presentation.

3. DISPOSITIONS OF REAL ESTATE INVESTMENTS

On August 1, 2002, Cabot L.P. sold its interest in Cabot Acquisition LLC, its
wholly-owned subsidiary, which owned 46 properties, to CalEast Industrial
Investors, LLC for $375.5 million, of which $300.5 million was paid in cash and
$75 million was paid by the assumption of Mortgage Loans. Ninety-eight percent
(98%) of the membership interest of CalEast is owned by CalPERS.

On September 20, 2002, Cabot L.P. sold two properties located in California. The
properties were sold for an aggregate sales price of $15.9 million. A loss of
$452,000 was recognized and is included with discontinued operations for the
three months ended September 30, 2002.

During the quarter ended September 30, 2002, Cabot L.P. sold two acres of
undeveloped land for $642,000.

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. In conjunction with the disposition of Cabot's interest in Cabot
Acquisition LLC, $3.9 million of net premium was eliminated and an additional
$167,000 was eliminated with the payoff of one loan collateralized by a building
in Phoenix, Arizona.

                                       8

<PAGE>

                        CABOT INDUSTRIAL PROPERTIES, L.P.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (continued)
                               September 30, 2002

5. 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 September 30, 2002, Cabot L.P. incurred asset
management fees of $1,549,740, property management fees of $1,192,386, leasing
commission fees of $508,073, development fees of $480,333 and reimbursements of
$42,803 under this agreement.

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 September 30, 2002, RREEF earned $191,367 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.

6. SUBSEQUENT EVENT

On October 15, 2002, Cabot Trust sold two industrial properties located in Ohio
containing approximately 469,000 square feet for a sales price of $14.8 million.
The realized gain is expected to be approximately $2 million.

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

                                       9

<PAGE>

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
September 30, 2002.

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 September 30, 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 September 30, 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 September 30, 2002 compared with Quarter Ended September 30, 2001

Net income allocable to partnership units for the three months ended September
30, 2002 totaled $12.6 million compared to $15.7 million for the three months
ended September 30, 2001. The decrease in net income allocable to partnership
units in 2002 is primarily attributable to a $2.2 million decrease in income
earned from Discontinued Operations and decreased fees from joint ventures and
advisory clients.

Rental revenues were $46.9 million, including tenant reimbursements of $7.4
million, for the three months ended September 30, 2002, compared to $47.0
million, including tenant reimbursements of $7.1 million, for the three months
ended September 30, 2001. Rental revenue of $44.8 million and $45.3 million was
generated for the three months ended September 30, 2002 and 2001, respectively,
by the properties owned as of July 1, 2001 and still owned at September 30,
2002, excluding properties included in Discontinued Operations. Rental revenue
of $2.2 million and $1.0 million for the three months ended September 30, 2002
and 2001, respectively, was generated by the properties acquired or developed
after July 1, 2001. The remainder of rental revenue relates to sold properties,
earnings and fees from joint ventures and properties held for sale.

Cabot L.P.'s operating margin (the ratio of total revenues minus property
operating and property tax expenses to rental revenues) decreased to
approximately 77% for the three months ended September 30, 2002 compared with
78% for the three months ended September 30, 2001. The decrease is primarily due
to a change in the composition of leases (primarily as a result of the
acquisition of multitenant and workspace properties) to include more leases
where Cabot L.P. pays property and operating expenses and is reimbursed by the
tenants compared to leases where the tenant pays these expenses directly. In
addition, average occupancy for the entire property portfolio (including
properties included within Discontinued Operations) decreased to 88.2% as of
September 30, 2002 from 94.3% as of September 30, 2001.

Property operating expenses increased $800,000 from $5.1 million for the
three months ended September 30, 2001 to $5.9 million for the three months ended
September 30, 2002. This increase is primarily due to increased insurance
coverage and significant increases in insurance costs.

                                       10

<PAGE>

Depreciation and amortization expense related to real estate investments
remained unchanged at $9.0 million for each of the three months ended September
30, 2002 and 2001, respectively. Depreciation and amortization expense for 2001
included approximately $1.9 million related to properties sold in 2002. The $1.9
million increase is offset by additional depreciation and amortization recorded
as a result of the increased cost basis of real estate assets recorded in
conjunction with the Merger Transactions and a full quarter of depreciation and
amortization in 2002 on properties acquired and developed after July 1, 2001.

Interest expense decreased by approximately $840,000 to $8.8 million for the
three months ended September 30, 2002. The decrease is primarily due to the
amortization of the premium that was recorded when the outstanding loans were
revalued as a result of the Merger and a reduction of Cabot L.P's borrowing rate
on its Revolving Credit Facility. This decrease is offset by increased
borrowings under the Facility compared to 2001 and a reduction of the amount of
interest expense that was capitalized to development projects of approximately
$1.2 million due to the completion and transfer of several development projects
to operations.

General and administrative expense decreased by $600,000 from $2.5 million for
the three months ended September 30, 2001 to $1.9 million for the three months
ended September 30, 2002. The decrease is primarily due to decreased
compensation and rental expenses. In conjunction with the Merger, all employees
were terminated and all general and administrative duties subsequent to the
Merger are performed by RREEF, Cabot L.P.'s investment manager.

Earnings and Fees from Joint Ventures and Advisory Clients decreased by
approximately $380,000 from $568,000 for the three months ended September 30,
2001 to $188,000 for the three months ended September 30, 2002. The decrease in
Earnings and Fees from Joint Ventures and Advisory Clients is primarily
attributable to acquisition, development and asset management fees that were
earned by Cabot L.P. from advisory clients in 2001. In conjunction with the
Merger Transactions, RREEF was engaged to provide these services and therefore
there are no such fees earned by Cabot L.P. for the three months ended September
30, 2002.

Distributions to Preferred Unitholders totaled $5.3 million for the three months
ended September 30, 2002, which was unchanged from the $5.3 million that was
distributed for the three months ended September 30, 2001.

On August 1, 2002, Cabot L.P. sold its interest in Cabot Acquisition LLC, its
wholly owned subsidiary, which owned 46 properties, to CalEast Industrial
Investors, LLC for $375.5 million, of which $300.5 million was paid in cash and
$75 million was paid by the assumption of Mortgage Loans. As a result of this
transaction, Cabot L.P. recorded a provision for impairment of assets in the
amount of $1.9 million, which was included in discontinued operations in the
six-month period ended June 30, 2002. In addition, Cabot L.P. sold two
properties on September 20, 2002. These properties, located in California, were
sold for an aggregate sales price of approximately $15.0 million for which a
loss of $452,000 is included within discontinued operations for the three months
ended September 30, 2002.

Income from Discontinued Operations decreased approximately $2.2 million to $1.6
million for the three months ended September 30, 2002. Income from Discontinued
Operations reflects the actual operating results for rental revenues, property
operating expenses, property tax expenses and depreciation and amortization
expenses for each of the properties included within Discontinued Operations in
2002. In addition, Income from Discontinued Operations also reflects
approximately $525,000 and $1.6 million of interest expense for each of the
three months ended September 30, 2002 and 2001, respectively, related to the
mortgage loans assumed by CalEast Industrial Investors, LLC in connection with
sale of certain property. The decrease in Income from Discontinued Operations of
approximately $2.2 million resulted primarily from a decrease in net income
related to a full quarter of operations (including interest expense, as
discussed above) in 2001 compared to a partial quarter of operations for 2002.
In addition, one of the properties was sold for a loss of $452,000 which is
included in Discontinued Operations.

Substantially all of the leases of Cabot L.P.'s properties require the tenant to
pay, as additional rent, either all real estate taxes and operating expenses or
all increases in real estate taxes and operating expenses over a base amount. In
addition, many of such leases provide for fixed or indexed increases (based on
the consumer price index or other measures) in base rent. Management believes
that inflationary increases in operating expenses will be offset, in part, by
these expense reimbursements and contractual rent increases.

Capital Resources and Liquidity

                                       11

<PAGE>

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.

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.

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%           0.00% - 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 September 30, 2002, the
Revolving Credit Facility has $286 million outstanding, and bears interest at
2.64%.

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 7,300 Common Shares to minority shareholders of Cabot Trust
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 and proceeds from a sale of real
estate in 2001 were also used to repay the outstanding balance on the Bridge
Financing.

As of September 30, 2002, Cabot L.P. had $155.5 million of fixed rate debt
secured by properties (excluding discounts and premiums), $286 million of
unsecured borrowings under its Revolving Credit Facility, $255 million of
unsecured debt (excluding premiums) and a 40% debt-to-total undepreciated assets
ratio. In the future, Cabot L.P. expects to continue to maintain this ratio at
40% or less, but is not required to do so.

On August 1, 2002, Cabot L.P. sold its interest in Cabot Acquisition LLC, its
wholly-owned subsidiary, which owned 46 properties, to CalEast Industrial
Investors, LLC for $375.5 million, of which $300.5 million was paid in cash and
$75 million was paid by the assumption of Mortgage Loans. $299.4 million of the
sales proceeds were distributed to the common unitholder on August, 15, 2002.

Cash and cash equivalents totaled $9.4 million at September 30, 2002,
representing an increase of $600,000 compared to June 30, 2002.

                                       12

<PAGE>

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, less income
allocable to preferred unitholders, plus fixed charges, 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, amortization of debt premiums, amortization of deferred
financing costs and preferred distributions.

The ratio of earnings to fixed charges was 1.78 for the three months ended
September 30, 2002 compared to 1.65 for the three months ended September 30,
2001. The increase is primarily due to decreased interest expense, decreased
capitalized interest and increased amortization of debt premiums.

ITEM 3. QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Cabot L.P.'s exposure to market risk has not changed materially from its
exposure at June 30, 2002 as set forth in Item 7A. in Cabot L.P.'s Form 10-K for
the fiscal year ended June 30, 2002.

ITEM 4. CONTROLS AND PROCEDURES

Cabot Trust's chief executive officer and our chief financial officer, after
evaluating the effectiveness of the Cabot L.P.'s "disclosure controls and
procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c)
and 15-d-14(c)) as of a date (the "Evaluation Date") within 90 days before the
filing date of this quarterly report, have concluded that as of the Evaluation
Date, Cabot L.P.'s disclosure controls and procedures were adequate and designed
to ensure that material information relating to Cabot L.P. and its consolidated
subsidiaries would be made known to them by others within those entities. There
were no significant changes in Cabot L.P.'s internal controls or to Cabot L.P.'s
knowledge, in other factors that could significantly affect its disclosure
controls and procedures subsequent to the Evaluation Date.

     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
     None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
     None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     Not Applicable

ITEM 5. OTHER INFORMATION
     None

ITEM 6. EXHIBITS AND REPORTS ON FORMS 8-K
     (a)  The following documents are filed as part of this report:
          None

     (b)  Reports on Form 8-K

                                       13

<PAGE>

          1.   On August 15, 2002, Cabot L.P. filed a Form 8-K dated August 1,
               2002, as amended on September 27, 2002, to report information
               under Items 2 and 7 of Form 8-K.

          2.   On October 3, 2002, Cabot L.P. filed a Form 8-K dated September
               11, 2002 to report information under Item 5 of Form 8-K.


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 November 2002.


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

                                 By CABOT INDUSTRIAL TRUST Its general partner

November 13, 2002                /s/ Warren H. Otto
-----------------                ------------------
       Date                      Warren H. Otto
                                 Chief Executive Officer

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

                                       14

<PAGE>

     Statement Under Oath of Principal Executive Officer Regarding Facts and
                 Circumstances Relating to Exchange Act Filings

I, Warren H. Otto, state and attest that:

(1) Have reviewed this quarterly report on Form 10-Q of Cabot Industrial
Properties, L.P.

(2) Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

(3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

(4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         (a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

         (b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

         (c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         (a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

/s/ Warren H. Otto
------------------
Warren H. Otto
November 13, 2002

                                       15

<PAGE>

     Statement Under Oath of Principal Financial Officer Regarding Facts and
                 Circumstances Relating to Exchange Act Filings

I, Christopher L. Hughes, state and attest that:

(1) Have reviewed this quarterly report on Form 10-Q of Cabot Industrial
Properties, L.P.

(2) Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

(3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

(4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         (a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

         (b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

         (c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         (a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

/s/ Christopher L. Hughes
-------------------------
Christopher L. Hughes
November 13, 2002

                                       16