<PAGE>

                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549

                                     FORM 10-Q

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

                 For the quarterly period ended SEPTEMBER 30, 1998

                                         OR

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

                            Commission File No. 1-14166

                          MERIDIAN INDUSTRIAL TRUST, INC.
--------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)

          MARYLAND                                       94-3224765
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

     455 MARKET STREET
     17TH FLOOR
     SAN FRANCISCO, CALIFORNIA                                 94105
----------------------------------------              --------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:         (415) 281-3900 
                                                      --------------------------

     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.

                            Yes    X         No   
                                  ---             ---

      Indicate the number of shares outstanding of the common and preferred 
                    stock, as of the latest practicable date:

SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK 
 AS OF NOVEMBER 2, 1998:                                            1,623,376
SHARES OF SERIES D CUMULATIVE REDEEMABLE 
 PREFERRED STOCK AS OF NOVEMBER 2, 1998:                            2,000,000
SHARES OF COMMON STOCK AS OF NOVEMBER 2, 1998:                     31,689,273

<PAGE>

--------------------------------------------------------------------------------
                         PART I:  FINANCIAL INFORMATION
--------------------------------------------------------------------------------

     ITEM 1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     The accompanying unaudited condensed consolidated financial statements 
should be read in conjunction with the Annual Report on Form 10-K for the 
year ended December 31, 1997 and the Quarterly Reports on Form 10-Q for the 
three months ended March 31, 1998 and June 30, 1998 of Meridian Industrial 
Trust, Inc. (the "Company").  These condensed consolidated statements have 
been prepared in accordance with the instructions of the Securities and 
Exchange Commission 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 the Company's management, all material adjustments of 
a normal, recurring nature considered necessary for a fair presentation of 
the results of operations for the interim periods have been included.  The 
results of consolidated operations for the nine months ended September 30, 
1998 are not necessarily indicative of the results that may be expected for 
the year ending December 31, 1998.



                                       1
<PAGE>

                          MERIDIAN INDUSTRIAL TRUST, INC.

                       CONDENSED CONSOLIDATED BALANCE SHEETS
                   AS OF SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
                         (IN THOUSANDS, EXCEPT SHARE DATA)

                                       ASSETS

<TABLE>
<CAPTION>
                                                                                         1998               1997
                                                                                      (UNAUDITED)         (AUDITED)
                                                                                     -------------      -------------
<S>                                                                                  <C>                 <C>
INVESTMENT IN REAL ESTATE ASSETS:
Rental Properties Held for Investment                                                 $ 1,085,299        $  813,389
Less: Accumulated Depreciation                                                            (29,005)          (14,374) 
                                                                                     -------------      -------------
                                                                                        1,056,294           799,015
Rental Properties Held for Divestiture                                                         --             9,492
                                                                                     -------------      -------------
                                                                                        1,056,294           808,507
Investment in Unconsolidated Joint Venture                                                 21,500            21,500
                                                                                     -------------      -------------
TOTAL INVESTMENT IN REAL ESTATE ASSETS                                                  1,077,794           830,007

OTHER ASSETS:
Investment in and Advances to Unconsolidated Subsidiaries                                  45,907                --
Cash and Cash Equivalents                                                                   3,535             7,855
Cash Held in Consolidated Limited Partnerships                                              2,556               992
Restricted Cash and Cash Held in Escrow                                                     8,356            11,267
Note Receivable                                                                             8,000                --
Accounts Receivable, Net of Reserves of $273 and $228 at
 September 30, 1998 and December 31, 1997, respectively                                     6,989             3,460
Capitalized Loan Fees, Lease Commissions and Other Assets, Net                             24,490             9,931
                                                                                     -------------      -------------

TOTAL ASSETS                                                                          $ 1,177,627        $  863,512
                                                                                     -------------      -------------
                                                                                     -------------      -------------

                           LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Unsecured Notes, Including Unamortized Debt Premium of $102
  and $109 at September 30, 1998 and December 31, 1997, respectively                  $   160,102        $  160,109
Mortgage Loan                                                                              66,094            66,094
Unsecured Credit Facility                                                                 235,300            20,500
Mortgage Notes Payable, Including Unamortized Debt Premium of
  $153 at December 31, 1997                                                                21,218            10,503
Accrued Dividends Payable                                                                  11,714             9,473
Accounts Payable, Prepaid Rent, Tenant Deposits and Other Liabilities                      38,157            21,562
                                                                                     -------------      -------------
TOTAL LIABILITIES                                                                         532,585           288,241
                                                                                     -------------      -------------

MINORITY INTEREST IN CONSOLIDATED LIMITED PARTNERSHIPS                                     17,605             5,132
                                                                                     -------------      -------------

COMMITMENTS AND CONTINGENCIES                                                                  --                --

STOCKHOLDERS' EQUITY:
Authorized Shares - 175,000,000 shares of Common Stock and
  25,000,000 shares of Preferred Stock authorized, each with par value of 
  $0.001; 31,674,027 and 30,165,662 shares of Common Stock issued and
  outstanding at September 30, 1998 and December 31, 1997, respectively
  1,623,376 and 2,272,727 shares of Series B Convertible Preferred Stock 
  issued and outstanding with a liquidation preference of $25,000 and 
  $35,000, at September 30, 1998 and December 31, 1997, respectively; 
  and 2,000,000 shares of Series D Preferred Stock issued and outstanding 
  with a liquidation preference of $50,000 at September 30, 1998                               35                32
Additional Paid-in Capital                                                                642,041           574,848
Distributions in Excess of Income                                                        (14,639)            (4,741) 
                                                                                     -------------      -------------
TOTAL STOCKHOLDERS' EQUITY                                                               627,437            570,139
                                                                                     -------------      -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                           $  1,177,627          $863,512
                                                                                     -------------      -------------
                                                                                     -------------      -------------
</TABLE>

          The accompanying notes are an integral part of these statements.

                                       2
<PAGE>
                          MERIDIAN INDUSTRIAL TRUST, INC.

                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                    (UNAUDITED, IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED              NINE MONTHS ENDED
                                                                     SEPTEMBER 30,                  SEPTEMBER 30,
                                                                 1998          1997            1998            1997
                                                              ----------    -----------    ------------     -----------
<S>                                                           <C>           <C>            <C>              <C>
REVENUES:
Rentals from Real Estate Investments                          $  31,073      $  14,707      $   85,726       $  39,271
Income from Unconsolidated Joint Venture                            495             --           1,485              --
Income from Unconsolidated Subsidiaries                             785             --           1,534              --
Interest and Other Income                                           465            326             994             630
                                                              ----------    -----------    ------------     -----------
TOTAL REVENUES                                                   32,818         15,033          89,739          39,901
                                                              ----------    -----------    ------------     -----------

EXPENSES:
Interest Expense                                                  6,863          3,084          17,344           6,868
Loss on Interest Rate Protection Agreement                       12,633             --          12,633              --
Property Taxes                                                    4,076          1,905          10,900           5,298
Property Operating                                                2,316          1,246           6,579           3,288
General and Administrative                                        2,040          1,413           6,015           3,914
Depreciation and Amortization                                     6,259          2,485          16,729           6,701
                                                              ----------    -----------    ------------     -----------
TOTAL EXPENSES                                                   34,187         10,133          70,200          26,069
                                                              ----------    -----------    ------------     -----------

Income (Loss) Before Minority Interest                           (1,369)         4,900          19,539          13,832
Minority Interest in Net (Income)                                  (176)            --            (423)              --
                                                              ----------    -----------    ------------     -----------
Income (Loss) Before Gain (Loss) on Divestiture
  of Properties and Extraordinary Item                           (1,545)         4,900          19,116          13,832
Gain (Loss) on Divestiture of Properties, Net                     2,442            (17)          4,497            (465)
                                                              ----------    -----------    ------------     -----------
Income Before Extraordinary Item                                    897          4,883          23,613          13,367
Extraordinary Item - Expenses Incurred in 
  Connection with Debt Restructuring 
  and Retirements                                                    --             --              --            (808)
                                                              ----------    -----------    ------------     -----------
NET INCOME                                                    $     897      $   4,883      $   23,613       $  12,559
                                                              ----------    -----------    ------------     -----------
                                                              ----------    -----------    ------------     -----------

Net Income                                                    $     897      $   4,883      $   23,613       $  12,559
Less Preferred Dividends Declared:
Series B Preferred Stock                                           (535)          (705)         (1,821)         (2,114)
Series D Preferred Stock                                         (1,094)            --          (1,106)             --
                                                              ----------    -----------    ------------     -----------
NET INCOME (LOSS) ALLOCABLE TO COMMON                         $    (732)     $   4,178      $   20,686       $  10,445
                                                              ----------    -----------    ------------     -----------
                                                              ----------    -----------    ------------     -----------

BASIC PER SHARE DATA:
Income (Loss) Before Extraordinary Item                       $   (0.02)     $    0.29      $     0.68       $    0.81
Extraordinary Item                                                   --             --              --           (0.06)
                                                              ----------    -----------    ------------     -----------
NET INCOME (LOSS) ALLOCABLE TO COMMON                         $   (0.02)     $    0.29      $     0.68       $    0.75
                                                              ----------    -----------    ------------     -----------
                                                              ----------    -----------    ------------     -----------

DILUTED PER SHARE DATA:
Income (Loss) Before Extraordinary Item                       $   (0.02)     $    0.28      $     0.67       $    0.79
Extraordinary Item                                                   --             --              --           (0.06)
                                                              ----------    -----------    ------------     -----------
NET INCOME (LOSS) ALLOCABLE TO COMMON                         $   (0.02)     $    0.28      $     0.67       $    0.73
                                                              ----------    -----------    ------------     -----------
                                                              ----------    -----------    ------------     -----------

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic                                                        31,492,559     14,569,981      30,622,741      13,925,269
Diluted                                                      31,492,559     15,066,705      31,079,886      14,379,496
</TABLE>

          The accompanying notes are an integral part of these statements.

                                       3
<PAGE>
                          MERIDIAN INDUSTRIAL TRUST, INC.

                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                              (UNAUDITED, IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                1998              1997
                                                                           -------------      ------------
<S>                                                                        <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                                                 $     23,613       $    12,559
  Adjustments to Reconcile Net Income to Cash Provided by
    Operating Activities:
     Depreciation and Amortization                                               16,729             6,701
     Amortization of Debt Premium                                                  (160)             (102)
     Amortization of Financing Costs                                                304               220
     Straight Line Rent                                                          (3,279)           (1,501)
     Income Allocated to Minority Partner Interest                                  423                --
     (Gain) Loss on Divestiture of Properties                                    (4,497)               465
     Extraordinary Item - Expenses Incurred in Connection with
       Debt Restructuring and Retirements                                            --               808
     Increase in Accounts Receivable and Other Assets                            (6,339)           (1,269)
     Increase in Accounts Payable, Prepaid Rent,
       Tenant Deposits and Other Liabilities                                     14,127               667
                                                                           -------------      ------------
Net Cash Provided by Operating Activities                                        40,921            18,548
                                                                           -------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Net Proceeds from Property Sales                                               23,297            16,112
  (Increase) Decrease in Restricted Cash and Cash Held In Escrow                    (11)            3,353
  Increase in Cash Held In Consolidated Limited Partnerships                     (1,362)           (3,582)
  Investments in and Advances to Unconsolidated Subsidiaries                    (45,895)               --
  Investments in Real Estate                                                   (245,958)         (169,171)
  Recurring Building Improvements                                                (2,313)             (994)
  Recurring Tenant Improvements                                                    (682)             (328)
  Recurring Leasing Commissions                                                  (2,118)             (841)
  Receipt of Note Receivable                                                         --               503
  Purchase of Minority Partner Interest                                          (1,089)               --
  Distributions Paid to Minority Partners                                          (327)               --
  Purchase of Other Assets                                                       (7,302)             (187)
                                                                           -------------      ------------
Net Cash Used in Investing Activities                                          (283,760)         (155,135)
                                                                           -------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments for Capitalized Loan Fees                                               (105)             (627)
  Principal Payments on Mortgage Notes Payable                                  (10,520)           (5,756)
  Borrowings on Unsecured Credit Facility                                       305,300           171,000
  Repayment of Borrowings on Unsecured Credit Facility                          (90,500)           (4,500)
  Distributions Paid to Stockholders                                            (31,270)          (13,945)
  Net Proceeds from issuance of Common and Preferred Stock, Exercise
     of Warrants and Stock Options                                               71,789               195
  Repurchase and Cancellation of Shares and Offering Costs                       (6,175)               --
                                                                           -------------      ------------
Net Cash Provided by Financing Activities                                       238,519           146,367
                                                                           -------------      ------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                             (4,320)            9,780
Cash and Cash Equivalents at Beginning of Period                                  7,855             2,942
                                                                           -------------      ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                 $      3,535       $    12,722
                                                                           -------------      ------------
                                                                           -------------      ------------

CASH PAID FOR INTEREST                                                     $     17,405       $     7,191
                                                                           -------------      ------------
                                                                           -------------      ------------
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       4
<PAGE>

                          MERIDIAN INDUSTRIAL TRUST, INC.

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF SEPTEMBER 30, 1998
                (IN THOUSANDS, EXCEPT SHARE DATA AND PROPERTY DATA)

1.   ORGANIZATION

     Meridian Industrial Trust, Inc. (the "Company") was incorporated in the 
state of Maryland on May 18, 1995. The Company is a self-administered and 
self-managed real estate investment trust ("REIT") engaged primarily in the 
business of owning, acquiring, developing, managing and leasing 
income-producing warehouse/distribution and light industrial properties.  At 
September 30, 1998, the Company's principal asset was its portfolio of 223 
warehouse/distribution and light industrial properties, one retail property 
and eight properties under development.  As of September 30, 1998 and 1997, 
the Company's properties were 94% and 96% occupied, respectively.

     On February 23, 1996, the Company merged with Meridian Point Realty 
Trust IV Co., Meridian Point Realty Trust VI Co. and Meridian Point Realty 
Trust VII Co. ("Trust IV," "Trust VI" and "Trust VII," respectively; 
collectively referred to as the "Merged Trusts"), with the Company as the 
surviving entity (that transaction is referred to below as the "Merger").

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a)  BASIS OF PRESENTATION  The accompanying consolidated financial 
statements include the results of the Company, its wholly-owned subsidiaries 
and its majority-owned and controlled partnerships.  All intercompany 
transactions have been eliminated.

     The accompanying consolidated financial statements should be read in 
conjunction with the Company's Annual Report on Form 10-K for the year ended 
December 31, 1997.

     (b)  USE OF ESTIMATES  The preparation of financial statements in 
conformity with generally accepted accounting principles requires management 
to make estimates and assumptions that affect the reported amounts of assets 
and liabilities and the disclosure of contingent assets and liabilities at 
the date of the financial statements and the reported amounts of revenues and 
expenses during the reporting period. Actual results could differ from those 
estimates.

     (c)  RENTAL PROPERTIES HELD FOR INVESTMENT  Investments in rental 
properties are stated at cost unless circumstances indicate that cost cannot 
be recovered, in which case, the carrying value of the property is reduced to 
estimated fair value.  Estimated fair value: (i) is based upon the Company's 
plans for the continued operation of each property and (ii) is computed using 
estimated sales price, as determined by prevailing market values for 
comparable properties and/or the application of capitalization rates to 
annualized rental income.  The capitalization rate is based upon the age, 
construction and use of the building.  The fulfillment of the Company's plans 
related to each of its properties is dependent upon, among other things, the 
presence of economic conditions which will enable the Company to continue to 
hold and operate the properties to yield an acceptable return on the 
Company's investment.  Due to uncertainties inherent in the valuation process 
and in the economy, management can provide no assurances that the actual 
results of operating and disposing of the Company's properties will not be 
materially different than current expectations.

     Rental Properties Held for Investment are depreciated over 35 years 
using the straight-line method.  Expenditures for maintenance, repairs and 
improvements which do not materially prolong the normal useful life of an 
asset are charged to operations as incurred.  Tenant improvements are 
capitalized and amortized under the straight-line method over the term of the 
related lease.

                                       5
<PAGE>

     Rental Properties Held for Divestiture are stated at the lower of cost 
or estimated fair value.  Estimated fair value is based upon prevailing 
market values for comparable properties or the application of capitalization 
rates to annualized rental income.  The capitalization rate is based upon the 
age, construction and use of building.  No depreciation is recorded on Rental 
Properties Held for Divestiture.

     (d)  CONSTRUCTION IN PROGRESS  Costs clearly associated with the 
development and construction of a real estate project are capitalized as 
Construction in Progress.  In addition, interest, real estate taxes, 
insurance and other holding costs are capitalized until the property is 
placed in service.

     (e)  CASH AND CASH EQUIVALENTS  For the purposes of reporting cash 
flows, Cash and Cash Equivalents include cash on hand and short-term 
investments with an original maturity of three months or less when purchased.

     (f)  CAPITALIZED LOAN FEES, LEASE COMMISSIONS AND OTHER ASSETS  
Capitalized Loan Fees are amortized as interest expense over the term of the 
related debt. Lease Commissions are amortized into depreciation and 
amortization expense on a straight-line basis over the term of the related 
lease.  Other Assets are comprised of a loan extended to a minority limited 
partner, security deposits for future acquisitions and deferred rent 
receivable.

     (g)  FAIR VALUE OF FINANCIAL INVESTMENTS  Statement of Financial 
Accounting Standards No. 107, "Accounting for Fair Value of Financial 
Instruments," requires disclosure of fair value for all financial 
instruments.  Based on the borrowing rates currently available to the 
Company, the carrying amount of its debt approximates fair value.  The 
carrying amount of Cash and Cash Equivalents also approximates fair value.

     (h)  OFFERING COSTS  Underwriting commissions, offering costs and other 
expenses incurred in connection with stock offerings of the Company's Common 
and Preferred Stock have been reflected as a reduction of Stockholders' 
Equity.

     (i)  RENTALS FROM REAL ESTATE INVESTMENTS  All leases are classified as 
operating leases.  The Company recognizes rental income on a straight-line 
basis over the term of the lease.  Deferred rent receivable, included in 
Other Assets, represents the excess of rental revenue on a straight-line 
basis over the cash received under the applicable lease provision.

     Certain of the Company's leases relating to its properties require 
tenants to pay all or a portion of real estate taxes, insurance and operating 
expenses ("Expense Recaptures").  Expense Recaptures are recognized as 
revenues in the same period the related expenses are incurred by the Company. 
 For the three months ended September 30, 1998 and 1997, Expense Recaptures 
of $4,754 and $1,948, respectively, have been included in Rentals from Real 
Estate Investments.  For the nine months ended September 30, 1998 and 1997, 
Expense Recaptures of $12,261 and $5,059, respectively, have been included in 
Rentals from Real Estate Investments.

     (j)  INCOME TAXES  The Company has previously elected to be taxed as a 
REIT for federal and, where the federal rules are allowed, state income tax 
purposes. To continue to qualify for REIT status, the Company must meet a 
number of ongoing organizational and operational requirements. If the Company 
satisfies those REIT requirements and the Company currently distributes all 
of its net taxable income (including net capital gains) to its stockholders, 
the Company should generally owe no federal or state income tax.  The REIT 
provisions of the Internal Revenue Service Code of 1986, as amended, 
generally allow a REIT to deduct dividends paid to stockholders.  If the 
Company fails to qualify as a REIT in any taxable year, it will be subject to 
certain state and federal taxes imposed on its income and properties.

     As a result of deductions allowed for the dividends paid to stockholders 
and the utilization of net operating loss carryovers of the Merged Trusts, 
the Company has no federal or state taxable income.  Accordingly, no 
provisions for federal or state income taxes have been made in the 
accompanying consolidated statements of operations for the three and nine 
months ended September 30, 1998.

                                       6
<PAGE>

     (k)  EARNINGS PER SHARE  During the first quarter of 1997, the Financial 
Accounting Standards Board issued Statement of Financial Accounting Standards 
(SFAS) No. 128, "Earnings Per Share."  SFAS 128 requires the disclosure of 
basic earnings per share and modifies existing guidance for computing diluted 
earnings per share.  Under the new standard, basic earnings per share is 
computed as net income or loss divided by the weighted average number of 
shares of Common Stock outstanding, excluding the dilutive effects of stock 
options and other potentially dilutive securities.  SFAS No. 128 is effective 
for periods ending after December 15, 1997.  Earnings per share for the three 
and nine months ended September 30, 1997 have been restated to conform to the 
new standards as follows:

<TABLE>
<CAPTION>
                                                    For the Three Months                    For the Nine Months
                                                     Ended September 30,                     Ended September 30,
                                             ----------------------------------       --------------------------------
                                                  1998                1997                 1998               1997
                                             --------------      --------------       --------------       -----------
<S>                                          <C>                 <C>                  <C>                  <C>
Net Income (Loss) Allocable to 
  Common - Basic                             $       (732)       $       4,178        $      20,686        $   10,445
Net Income (Loss) Allocable to
  Common- Diluted                                    (732)               4,178               20,686            10,445

Weighted Average Shares 
  Outstanding:
  Basic                                        31,492,559           14,569,981           30,622,741        13,925,269
  Stock Options                                        --              330,715              317,547           300,304
  Warrants                                             --              166,009              139,598           153,923
                                             --------------      --------------       --------------       -----------
  Diluted                                      31,492,559           15,066,705           31,079,886        14,379,496
                                             --------------      --------------       --------------       -----------
                                             --------------      --------------       --------------       -----------

Net Income (Loss) Allocable to 
  Common Per Share:
  Basic                                      $      (0.02)       $        0.29        $        0.68        $     0.75
  Diluted                                           (0.02)                0.28                 0.67              0.73
</TABLE>

     In connection with the Merger, the Company issued approximately 553,000 
warrants to purchase an equal number of shares of the Company's Common Stock 
(the "Merger Warrants").  Each Merger Warrant entitles the holder to purchase 
one share of the Company's Common Stock at the exercise price of $16.23.  The 
exercise period began May 23, 1997 and ends February 23, 1999 (subject to 
extension in certain circumstances).  As of September 30, 1998, the Company 
had issued 121,905 shares of Common Stock pursuant to exercise of the Merger 
Warrants.

     On June 29, 1998, 649,351 shares of the Company's Series B Preferred 
Stock were converted into shares of Common Stock on a one-for-one basis.

     On June 30, 1998, the Company completed a public offering of 2,000,000 
shares of Series D Cumulative Redeemable Preferred Stock for an aggregate 
offering price of $50,000 or $25.00 per share.  The net proceeds of $48,425 
were used to reduce borrowings under the Company's unsecured credit facility. 
 Shares of the Series D Preferred Stock are redeemable by the Company on or 
after June 30, 2003 and have a liquidation preference of $50,000.  Shares of 
the Series D Preferred Stock are not convertible into any other securities of 
the Company. Dividends on the Series D Preferred Shares are cumulative and 
payable quarterly at the rate of 8.75% ($2.1875 per share) of the liquidation 
preference per annum.

     On July 20, 1998, the Company completed a direct placement of 850,000 
shares of the Company's Common Stock at an offering price of $23.50 per 
share, resulting in gross proceeds of $19,975.  The Company used the net 
proceeds of the direct placement to reduce borrowings under its unsecured 
credit facility.

                                       7
<PAGE>

     (l)  NEW ACCOUNTING PRONOUNCEMENT  In June, 1997, the Financial 
Accounting Standards Board issued Statement of Financial Accounting Standards 
(SFAS) No. 131, "Disclosures about Segments of an Enterprise and Related 
Information." SFAS 131 is effective for fiscal years beginning after December 
15, 1997. Management has not yet determined the level of additional 
disclosure, if any, that may be required by SFAS No. 131.  Additional 
disclosure that may be required will be provided beginning with the financial 
statements of the Company for the year ending December 31, 1998.

     (m)  RECLASSIFICATIONS  Certain 1997 items have been reclassified to 
conform to the 1998 presentation.

3.   INVESTMENT IN UNCONSOLIDATED SUBSIDIARIES

     The Company has an investment in an unconsolidated subsidiary, Meridian 
Refrigerated, Inc. ("MRI"), a Delaware corporation engaged in acquiring and 
operating refrigerated distribution services.  In the nine months ended 
September 30, 1998, MRI completed two strategic acquisitions.  In its first 
acquisition on February 19, 1998, MRI acquired for an aggregate purchase 
price of $36,000, the real estate, business, and operating assets (including 
$15,263 in cash) of Arctic Cold Storage, Inc. ("Arctic"), a refrigerated 
distribution and freight consolidation company with facilities located in the 
Los Angeles Basin aggregating 7.2 million cubic feet and 299,000 square feet.

     In its second acquisition on June 11, 1998, MRI acquired for $29,741 all 
of the common stock of C.E.G.F. (USA), Inc., a refrigerated distribution 
services company located in Tampa, Florida. Concurrent with the acquisition, 
C.E.G.F. (USA), Inc. changed its name to Meridian Refrigerated East, Inc. 
("MRE").  MRE, a wholly owned subsidiary of MRI, operates two facilities in 
Tampa, Florida and one facility in Houston, Texas aggregating 9.2 million 
cubic feet and 332,924 square feet.

     The Company's investment in MRI is comprised of secured and unsecured 
notes and non-voting participating preferred stock.  The voting common stock 
of MRI is owned by certain officers of the Company.  The Company accounts for 
its investment in MRI using the equity method.  At September 30, 1998, the 
outstanding balances on the secured and unsecured notes totaled $30,650 and 
$6,053, respectively.

4.   LONG-TERM DEBT

     The Company assumed a fixed rate facility (the "Mortgage Loan") in 
connection with the Merger.  The Mortgage Loan has a principal balance of 
$66,094, bears interest at an annual rate of 8.63% and requires interest only 
payments until its maturity in 2005.  In addition, the Mortgage Loan is 
secured by a pool of the Company's properties with a net book value of 
$118,661, and a letter of credit issued by the Company in favor of the lender 
in the amount of $13,520 as of September 30, 1998.  The letter of credit 
reduces the Company's ability to borrow under its unsecured credit facility.

     Concurrent with the Merger, the Company entered into an unsecured credit 
facility (the "Unsecured Credit Facility").  Prior to amendments and 
restatements made on the Unsecured Credit Facility, it originally bore 
interest at LIBOR plus 1.7%, was scheduled to mature in February 1998, and 
provided for a maximum borrowing amount of $75,000.

     As of September 30, 1998, the amended and restated Unsecured Credit 
Facility provided for (i) a borrowing limit of $250,000, (ii) an interest 
rate spread over LIBOR of 1.2%, and (iii) an extension of the maturity date 
to April 3, 2000. At September 30, 1998, the weighted average interest rate 
on the Unsecured Credit Facility was 6.88%.  During the nine months ended 
September 30, 1998, the Company paid a fee totaling $250 in connection with 
an amendment.  The Company also recorded an extraordinary expense of $808 in 
loan costs in the second quarter of 1997 in connection with a restructuring 
of the Unsecured Credit Facility.

                                       8
<PAGE>

     Subsequent to September 30, 1998, the Company entered into a fourth 
amendment and restatement of the Unsecured Credit Facility.  The fourth 
amendment and restatement provides for (i) an increase of the Company's 
borrowing limit from $250,000 to $350,000 and (ii) an extension of the 
maturity date to October 8, 2001.  In connection therewith, the Company paid 
fees to the lender of $2,625, which will be amortized over the new term of 
the Unsecured Credit Facility.  In addition, certain other costs incurred in 
connection with this amendment and restatement will be expensed.

     On November 20, 1997, the Company completed a private offering to 
institutional investors of $160,000 in principal of unsecured senior notes 
(the "Unsecured Notes").  The Unsecured Notes were issued in two tranches, 
(i) $135,000 maturing on November 20, 2007 and bearing an interest rate of 
7.25% per annum and (ii) $25,000 maturing on November 20, 2009 and bearing an 
interest rate of 7.30% per annum.  Interest on these notes is payable 
semiannually. The proceeds were used to repay borrowings on the Unsecured 
Credit Facility.  In connection with this transaction, the Company entered 
into two forward exchange rate contracts which resulted in a payment to the 
Company totaling $109, which was accounted for as a premium.

     In May 1998, in anticipation of a near-term debt offering, the Company 
entered into an interest rate protection agreement.  Unanticipated and rapid 
deterioration in the United States credit markets prevented the Company from 
executing that planned offering.  Due to the volatile nature of the capital 
markets and the rapid decline in interest rates during the third quarter, the 
Company terminated the agreement on October 2, 1998.  This action resulted in 
a one time non-recurring expense of $12,633 for the nine months ended 
September 30, 1998.

     In the opinion of the Company's management, the Company was in 
compliance with all loan covenants related to the debt instruments discussed 
above at September 30, 1998.

5.   MORTGAGE NOTES PAYABLE

     On May 13, 1997, the Company purchased a property located in Montebello, 
California, subject to a mortgage note payable bearing an interest rate 
different from the prevailing market rate at the date of acquisition.  This 
interest rate differential was recorded as a premium.  This mortgage note 
payable had a maturity date of July 15, 1998, an outstanding balance of 
$10,429 and provided for monthly principal and interest payments of $96 based 
on an interest rate of 9.89% per annum and a 30-year amortization schedule.  
The premium totaling $324 was amortized over the term of the mortgage note 
payable using the effective interest method.  On July 15, 1998, the mortgage 
note payable was repaid from borrowings made under the Company's Unsecured 
Credit Facility.

     The Company, through one of its consolidated partnerships, assumed a 
mortgage note payable in the principal amount of $3,676 in connection with a 
contribution of a property located in Orlando, Florida (see Note 6).  The 
mortgage note payable has a maturity date of February 1, 2006, and provides 
for monthly principal and interest payments of $28 based on an interest rate 
of 7.90% per annum and a 25-year amortization schedule.  As of September 30, 
1998, this mortgage note payable had an outstanding balance of $3,648.

     During the nine months ended September 30, 1998, the Company, through 
one of its consolidated partnerships, assumed three mortgage notes payable in 
connection with the acquisition of three properties located in Las Vegas, 
Nevada and four properties located in Plano, Texas.  Two of the mortgage 
notes payable are secured by properties located in Las Vegas, Nevada.  One 
mortgage note payable had a principal balance of $6,195 as of September 30, 
1998, matures on July 1, 2011 and provides for monthly principal and interest 
payments of $47 based on an interest rate of 7.50% per annum and a 23-year 
amortization schedule.  The second mortgage note payable had a principal 
balance of $7,484 as of September 30, 1998, matures on December 1, 2009 and 
provides for monthly principal and interest payments of $63 based on an 
interest rate of 8.30% per annum and a 22-year amortization schedule.  The 
third mortgage note payable, which is secured by a property in Texas, had a 
principal balance of $3,891 as of September 30, 1998, matures on April 15, 

                                       9
<PAGE>

2006 and provides for monthly principal and interest payments of $28 based on 
an interest rate of 6.95% per annum.

6.   PROPERTY ACQUISITIONS AND DEVELOPMENTS

     During the nine months ended September 30, 1998, the Company, either 
directly or through one of its consolidated partnerships, purchased 24 
properties located in California, Illinois, Indiana, Massachusetts, Nevada, 
Ohio and Texas, with an aggregate square footage of approximately 3,092,000.  
The aggregate purchase price for these properties totaled $132,922.  The 
Company funded a portion of these acquisitions from cash reserves and funded 
the majority of the remaining costs with borrowings under the Unsecured 
Credit Facility.  In addition, the Company assumed three mortgage notes 
payable totaling $17,713. In connection with the acquisitions by the 
Company's consolidated partnerships, the Company's minority partners' 
contribution was valued at $11,600.

     During the nine months ended September 30, 1998, the Company, either 
directly or through one of its consolidated partnerships, acquired 
approximately 245 acres of land scheduled for future development for an 
aggregate purchase price of $26,853.  The aggregate cost to develop these 
parcels is expected to be approximately $146,487.  These properties, when 
complete, will total approximately 3,597,000 square feet.

     During the nine months ended September 30, 1998, the Company, either 
directly or through consolidated partnerships, completed development of and 
placed in service six warehouse/distribution properties comprising 
approximately 2,137,000 square feet with an aggregate cost of $90,631.

     At September 30, 1998, the Company had, directly or through consolidated 
partnerships, eight warehouse/distribution properties either under 
development or scheduled for development which will total approximately 
3,113,000 square feet upon completion.  The aggregate cost for the design and 
construction of these development projects is estimated to be approximately 
$116,860.  As of September 30, 1998, the Company had incurred total project 
costs of approximately $58,627 on these development projects.

     The Company expects to finance its future development costs from each of 
the following sources: (i) borrowings under the Unsecured Credit Facility, 
(ii) cash reserves, and (iii) proceeds to be derived from future property 
divestitures, future bank and institutional financings (including 
co-investment transactions), and/or future private and public debt and equity 
financings.

     In connection with land acquisitions and development activities relating 
to the consolidated partnerships, the Company's minority partners contributed 
land and other consideration valued at $4,975. 

     On April 2, 1998, the minority partners of one of the Company's 
consolidated partnerships contributed a property located in Orlando, Florida 
with a square footage of approximately 120,000.  The value of the minority 
partners' contribution totaled $950.  With regard to this transaction, the 
partnership assumed a mortgage note payable in the principal amount of $3,676 
(see Note 5).

     On April 22, 1998, the Company and a minority partner of one of its 
consolidated partnerships, executed an Assignment of Partnership Interests, 
whereby the Company, as the managing general partner, exercised its right to 
purchase the partnership interest of the minority partner.  The Company 
purchased the partnership interest for a total purchase price of $1,089.

     On May 7, 1998, the Company entered into a property exchange 
transaction. This transaction involved the Company's transfer of its interest 
in three properties located in Nashville, Tennessee with a net book value of 
$6,174 to another property owner in exchange for five properties owned by the 
other property owner located in Memphis, Tennessee.  The Company paid $350 to 
the other property owner representing the difference in the exchange values 
of the properties.  In addition,  the Company paid closing costs and prorated 
items totaling $317.

                                       10
<PAGE>

7.   PROPERTY DIVESTITURES

     During the nine months ended September 30, 1998, the Company divested 
itself of four properties located in California, Georgia and  Tennessee for 
an aggregate sales price of $33,865.  After closing costs and pro-rated items 
which totaled $1,288, an escrow holdback of $1,280 and acceptance of a note 
receivable of $8,000, the Company received net cash proceeds of $23,297.

8.   SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS

     The following table summarizes the Company's non-cash investing and 
financing transactions for the nine months ended September 30, 1998 and 1997.

<TABLE>
<CAPTION>
                                                            1998        1997
                                                          ----------  ---------
<S>                                                       <C>         <C>
Property Acquisitions:
  Acquisition Price                                        $253,052   $  82,483
  Restricted Cash                                            (4,228)         --
  Minority Limited Partners' Capital Contributions          (12,592)     (3,863)
  Purchase of Minority Partner Interest                         637          --
  Mortgage Notes Payable Assumed                            (21,389)    (16,136)
  Shares of Common Stock Issued                              (1,525)         --
  Accrued Closing Costs and Pro-rated Items                  (2,356)       (951)

Portfolio Acquisitions:
  Acquisition Price                                              --     304,664
  Common Stock Issued                                            --    (259,817)
  Accrued Closing Costs and Pro-rated Items                      --      31,185

Property Divestitures:
  Net Basis                                                 (34,157)    (61,745)
  Note Receivable                                             8,000          --
  Cash Held In Escrow                                         1,280          --
  Other Assets Net of Other Liabilities                         (11)     45,329
</TABLE>

     During the nine months ended September 30, 1998 and 1997, interest 
expense totaling $3,160 and $1,143, respectively, was capitalized for 
properties under development.  For the three months ended September 30, 1998 
and 1997, interest expense totaling $1,303 and $459, respectively, was 
capitalized for properties under development.

9.   SUBSEQUENT EVENTS

     ACQUISITIONS

     Subsequent to September 30, 1998, the Company purchased four properties 
located in Florida, Kentucky and Ohio, comprising approximately 965,000 
square feet for a purchase price of $32,042.  These acquisitions were funded 
through borrowings under the Unsecured Credit Facility and a mortgage note 
payable totaling $16,000 which is secured by three of the properties 
acquired.  The mortgage note payable bears an interest rate of 6.74% per 
annum, provides for monthly and interest payments of $104 and matures on 
November 1, 2008.

     Subsequent to September 30, 1998, the Company acquired approximately 97 
acres of land scheduled for future development for an aggregate purchase 
price of $2,745.  The costs to develop these parcels are expected to 
aggregate to approximately $25,177.  These properties, when complete, will 
total approximately 878,000 square feet.

                                       11
<PAGE>

     Subsequent to September 30, 1998, the Company completed development of 
and placed in service a warehouse/distribution property comprising 
approximately 529,000 square feet for an aggregate development cost of 
approximately $25,169.

     OTHER

     Subsequent to September 30, 1998, the Company and the minority partners in
two of its consolidated partnerships, executed Assignments of Partnership
Interests, whereby the Company, as the managing general partner, exercised its
right to purchase the partnership interests of the minority partners.  The
Company purchased the partnership interests for a total purchase price of
$2,673.




                                       12
<PAGE>

     ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS.
               (DOLLARS IN THOUSANDS, UNLESS INDICATED OTHERWISE)

INTRODUCTION

     The Company is a self-administered and self-managed real estate 
investment trust engaged primarily in the business of owning, acquiring, 
managing, leasing and developing income-producing warehouse/distribution and 
light industrial properties.  At September 30, 1998, the Company's principal 
asset was its portfolio of  223 warehouse/distribution and light industrial 
properties, one retail property and eight properties under development.  As 
of September 30, 1998 and 1997, the Company's properties were 94% and 96% 
occupied, respectively.

     The following discussion should be read in conjunction with the 
Company's Annual Report on Form 10-K for the year ended December 31, 1997, 
the Company's Quarterly Reports on Form 10-Q for the three months ended March 
31, 1998 and June 30, 1998 and the Condensed Consolidated Balance Sheets, 
Condensed Consolidated Statements of Operations and Condensed Consolidated 
Statements of Cash Flows and the notes thereto included in pages 2 through 12 
of this report. Unless otherwise defined in this report, or unless the 
context otherwise requires, the capitalized words or phrases used in this 
section either (i) describe accounting terms that are used as line items in 
such financial statements, or (ii) have the meanings ascribed to them in such 
financial statements and the notes thereto.

     This report, including the financial information and statements, and the 
notes thereto appearing elsewhere in this report, contains forward-looking 
statements within the meaning of Section 27A of the Securities Act of 1933 
(the "Securities Act"), and Section 21E of the Securities Exchange Act of 
1934 (the "Exchange Act").  Forward-looking statements are inherently subject 
to risks and uncertainties, many of which cannot be predicted with accuracy 
and some of which might not even be anticipated.  Future events and actual 
results, financial and otherwise, may differ materially from the events and 
results discussed in the forward-looking statements.  Factors that might 
cause such a difference include, but are not limited to, the general economic 
climate, competition and the supply of and demand for industrial properties 
in the Company's markets, interest rate levels, the availability of 
financing, potential environmental liability and other risks associated with 
the ownership, development and acquisition of properties, including risks 
that tenants will not take or remain in occupancy or pay rent, or that 
construction or operating costs may be greater than anticipated, and 
additional factors discussed in detail in the Company's Annual Report on Form 
10-K for the year ended December 31, 1997, as amended.

LIQUIDITY AND CAPITAL RESOURCES

GENERAL

     The Company expects to finance its operating cash needs, its 
distributions to common and preferred stockholders, and its cash requirements 
for existing, committed property acquisition, development, expansion and 
renovation activity from each of the following sources: (i) borrowings under 
the Unsecured Credit Facility, (ii) cash reserves, and (iii) proceeds to be 
derived from future property divestitures, future bank and institutional 
financings (including co-investment transactions), and/or future private and 
public debt and equity financings. Where intermediate or long-term debt 
financing is employed, the Company generally seeks to obtain fixed interest 
rates or enter into agreements intended to cap the effective interest rate on 
floating rate debt.  The Company intends to operate with a ratio of 
debt-to-total market capitalization that generally will not exceed 50%.  
Total market capitalization is the sum of (i) total indebtedness, (ii) Series 
D Preferred Stock with a liquidation preference of $50,000, and (iii) the 
market value of the Company's Common Stock, after giving effect to the 
conversion of the Company's 1,623,376 outstanding shares of Series B 
Preferred Stock and certain limited partnership units.  At September 30, 
1998, the Company's debt-to-total market capitalization rate was 37.7%.

                                       13
<PAGE>

SOURCES OF LIQUIDITY

     The Company's main sources of liquidity are:  (i) cash flows from 
operating activities, (ii) cash reserves, (iii) borrowings under the 
Unsecured Credit Facility, (iv) proceeds from private or public equity or 
debt placements and (iv) proceeds from the divestiture of properties and 
co-investment transactions with institutional investors.  A summary of the 
Company's historical cash flows for the nine months ended September 30, 1998 
and 1997 is as follows:

<TABLE>
<CAPTION>
                                                    NINE MONTHS ENDED
                                                      SEPTEMBER 30,
                                                 1998                  1997
                                            -------------         -------------
<S>                                         <C>                   <C>
Cash flows provided by (used in):
     Operating activities                   $    40,921           $    18,548
     Investing activities                      (283,760)             (155,135)
     Financing activities                       238,519               146,367
</TABLE>

     In addition to cash flows and net income, management considers Funds 
From Operations to be one additional measure of the performance of an equity 
REIT because, together with net income and cash flows, Funds From Operations 
provides investors with an additional basis to evaluate the ability of the 
Company to incur and service debt and to fund acquisitions and other capital 
expenditures. However, Funds From Operations does not measure whether cash 
flow is sufficient to fund all of the Company's cash needs including 
principal amortization, capital improvements and distributions to 
stockholders.  Funds From Operations also does not represent cash generated 
from operating, investing or financing activities as determined in accordance 
with generally accepted accounting principles. Funds From Operations should 
not be considered as an alternative to net income as an indicator of the 
Company's operating performance or as an alternative to cash flow as a 
measure of liquidity.  Funds From Operations is defined by the National 
Association of Real Estate Investment Trusts ("NAREIT") as net income or loss 
(computed in accordance with generally accepted accounting principles), 
excluding gains or losses from debt restructurings, divestiture of properties 
and significant non-recurring items that materially distort the comparative 
measurement of the Company over time, plus depreciation and amortization of 
real estate assets, and after adjustment for unconsolidated partnerships and 
joint ventures.  The Company calculates Funds From Operations as defined by 
NAREIT and as interpreted in NAREIT's White Paper (i.e. the Company does not 
add back amortization of deferred financing costs and depreciation of 
non-rental real estate assets to net income).  Other real estate companies 
may calculate Funds From Operations differently than the Company.  A 
reconciliation of the Company's income before gains or losses on divestiture 
of properties, minority interest in net income and extraordinary item to 
Funds From Operations for the nine months ended September 30, 1998 and 1997 
is as follows:

<TABLE>
<CAPTION>
                                                            NINE MONTHS ENDED
                                                              SEPTEMBER 30,
                                                          1998              1997
                                                       ----------         ---------
<S>                                                    <C>                <C>
Income Before Minority Interest, Gain 
  (Loss) on Divestiture of Properties
  and Extraordinary Item                                 $19,539            $13,832
Reconciling Items:
  Depreciation and Amortization
   Relating to Real Estate Operations                     17,240              6,644
  Loss on Interest Rate Protection 
   Agreement                                              12,633                 --
  Series D Preferred Stock Dividends
   and Other                                              (1,150)                --
                                                       ----------         ---------
Funds From Operations                                    $48,262            $20,476
                                                       ----------         ---------
                                                       ----------         ---------
</TABLE>

                                       14
<PAGE>

     As of September 30, 1998, the Company had approximately $3,535 in 
unrestricted cash and cash equivalents.

     At September 30, 1998, the outstanding balance on the Mortgage Loan was 
$66,094. The Mortgage Loan bears interest at the annual rate of 8.63% and 
requires interest only payments until its maturity in 2005.

     During the nine months ended September 30, 1998, the Company borrowed 
$305,300 under its Unsecured Credit Facility to fund property acquisitions 
and developments.

     Subsequent to September 30, 1998, the Company entered into a fourth 
amendment and restatement of the Unsecured Credit Facility.  The fourth 
amendment and restatement provides for (i) an increase of the Company's 
borrowing limit from $250,000 to $350,000 and (ii) an extension of the 
maturity date to October 8, 2001.  In connection therewith, the Company paid 
fees to the lender of $2,625, which will be amortized over the new term of 
the Unsecured Credit Facility.  In addition, certain other costs incurred in 
connection with this amendment and restatement will be expensed.

     At September 30, 1998, the outstanding balances on the Company's 
Unsecured Notes and corresponding premium were $160,000 and $102, 
respectively.  The Unsecured Notes were issued in two tranches, (i) $135,000 
maturing on November 20, 2007 and bearing an interest rate of 7.25% per 
annum, and (ii) $25,000 maturing on November 20, 2009 and bearing an interest 
rate of 7.30% per annum. Interest on these notes is payable semiannually.

     On May 13, 1997, the Company purchased a property located in Montebello, 
California, subject to a mortgage note payable bearing an interest rate 
different from the prevailing market rate at the date of acquisition.  This 
interest rate differential was recorded as a premium.  This mortgage note 
payable had a maturity date of July 15, 1998, an outstanding balance of 
$10,429 and provided for monthly principal and interest payments of $96 based 
on an interest rate of 9.89% per annum and a 30-year amortization schedule.  
The premium totaling $324 was amortized over the term of the mortgage note 
payable using the effective interest method.  On July 15, 1998, the mortgage 
note payable was repaid from borrowings made under the Company's Unsecured 
Credit Facility.

     The Company, through one of its consolidated partnerships, assumed a 
mortgage note payable in the principal amount of $3,676 in connection with a 
contribution of a property located in Orlando, Florida.  The mortgage note 
payable has a maturity date of February 1, 2006, and provides for monthly 
principal and interest payments of $28 based on an interest rate of 7.90% per 
annum and a 25-year amortization schedule.  As of September 30, 1998, this 
mortgage note payable had an outstanding balance of $3,648.

     During the nine months ended September 30, 1998, the Company, through 
one of its consolidated partnerships, assumed three mortgage notes payable in 
connection with the acquisition of three properties located in Las Vegas, 
Nevada and four properties located in Plano, Texas.  Two of the mortgage 
notes payable are secured by properties located in Las Vegas, Nevada.  One 
mortgage note payable had a principal balance of $6,195 as of September 30, 
1998, matures on July 1, 2011 and provides for monthly principal and interest 
payments of $47 based on an interest rate of 7.50% per annum and a 23-year 
amortization schedule.  The second mortgage note payable had a principal 
balance of $7,484 as of September 30, 1998, matures on December 1, 2009 and 
provides for monthly principal and interest payments of $63 based on an 
interest rate of 8.30% per annum and a 22-year amortization schedule.  The 
third mortgage note payable, which is secured by a property in Texas, had a 
principal balance of $3,891  as of September 30, 1998, matures on April 15, 
2006 and provides for monthly principal and interest payments of $28 based on 
an interest rate of 6.95% per annum.

     Subsequent to September 30, 1998, the Company financed in part the 
acquisition of four properties located in Florida, Kentucky and Ohio with a 
mortgage note payable in the principal amount of $16,000.  The mortgage note 
payable bears an interest rate of 6.74% per annum, provides for monthly and 
interest payments of $104 and matures on November 1, 2008.

                                       15
<PAGE>

     The Company currently has a policy of incurring debt only if, upon such 
incurrence, the Company's debt-to-total market capitalization would be 50% or 
less.  However, the Company's organizational documents do not contain any 
limitation on the amount of indebtedness the Company may incur.  Accordingly, 
the Board could alter or eliminate this policy and would do so if, for 
example, it were necessary in order for the Company to continue to qualify as 
an REIT. If this policy were changed, the Company could become more highly 
leveraged, resulting in an increase in debt service that could adversely 
affect the cash available for distribution to stockholders and could increase 
the risk of default on the Company's indebtedness.

     In addition to the variable interest rate contracts on the Unsecured 
Credit Facility, the Company may incur indebtedness in the future that bears 
interest at a variable rate or may be required to refinance its debt at 
higher rates.  As a result, increases in interest rates could increase the 
Company's interest expense, which could adversely affect the Company's 
ability to pay distributions to stockholders.

     In connection with the Merger, the Company issued approximately 553,000 
warrants to purchase an equal number of shares of the Company's Common Stock. 
Each Merger Warrant entitles the holder to purchase one share of the 
Company's Common Stock at the exercise price of $16.23 (subject to extension 
in certain circumstances).  The exercise period began May 23, 1997 and ends 
February 23, 1999.  As of September 30, 1998, the Company had issued 121,905 
shares of Common Stock pursuant to exercise of the Merger Warrants.

     On June 30, 1998, the Company completed a public offering of 2,000,000 
shares of Series D Cumulative Redeemable Preferred Stock for an aggregate 
offering price of $50,000 or $25.00 per share.  The net proceeds of $48,425 
were used to reduce borrowings under the Company's Unsecured Credit Facility. 
 Shares of the Series D Preferred Stock are redeemable by the Company on or 
after June 30, 2003 and have a liquidation preference of $50,000.  Shares of 
the Series D Preferred Stock are not convertible into any other securities of 
the Company. Dividends on the Series D Preferred Shares are cumulative and 
payable quarterly at the rate of 8.75% ($2.1875 per share) of the liquidation 
preference per annum.

     On July 20, 1998,  the Company completed a direct placement of 850,000 
shares of the Company's Common Stock at an offering price of $23.50 per 
share, resulting in gross proceeds of $19,975. The Company used the net 
proceeds of the direct placement to reduce borrowings under the Unsecured 
Credit Facility.

     During the nine months ended September 30, 1998, the Company divested 
itself of four properties located in California, Georgia and Tennessee for an 
aggregate sales price of $33,865.  After closing costs and pro-rated items 
which totaled $1,288, an escrow holdback of $1,280 and acceptance of a note 
receivable of $8,000, the Company received net cash proceeds of $23,297.

USES OF LIQUIDITY

     The Company's principal applications of its cash resources are: (i) 
funding of property acquisitions and developments; (ii) payments of capital 
improvements and leasing costs; (iii) payment of distributions; (iv) payment 
of property operating costs including property expenses, property taxes, 
general and administrative expenses, and interest expense; and (v) principal 
payments on debt.  Planned capital improvements on the Company's properties 
consist of tenant improvements and other expenditures necessary to lease and 
maintain the properties.

     During the nine months ended September 30, 1998, the Company declared 
dividends to holders of its Common Stock and Series B Preferred Stock in the 
aggregate amounts of $30,584 and $1,821 respectively, or $0.33 and $0.33 per 
share per quarter, respectively.

     During the nine months ended September 30, 1998, the Company declared 
partial quarterly dividends totaling $380 ($0.19 per share) to holders of its 
Series D Preferred Stock.  Subsequent to September 30, 1998, the Company 
declared full quarterly dividends of $1,094 ($0.5469 per share), to holders 
of its Series D Preferred Stock as of the record date October 22, 1998 and 
payable on November 2, 1998.

                                       16
<PAGE>

     During the nine months ended September 30, 1998, the Company repaid 
borrowings on its Unsecured Credit Facility totaling $90,500 using the net 
proceeds from (i) the issuance of 2,000,000 shares of the Series D Preferred 
Stock (ii) the direct placement of 850,000 shares of Common Stock and (iii) 
property divestitures.

     In May 1998, in anticipation of a near-term debt offering, the Company 
entered into an interest rate protection agreement.  Unanticipated and rapid 
deterioration in the United States credit markets prevented the Company from 
executing that planned offering.  Due to the volatile nature of the capital 
markets and the rapid decline in interest rates during the third quarter, the 
Company terminated the agreement on October 2, 1998.  This action resulted in 
a one time non-recurring expense of $12,633 for the nine months ended 
September 30, 1998.

DEVELOPMENT PROJECTS

     During the nine months ended September 30, 1998, the Company, either 
directly or through one of its consolidated partnerships, acquired 
approximately 245 acres of land scheduled for future development for an 
aggregate purchase price of $26,853.  The aggregate cost to develop these 
parcels is expected to be approximately $146,487.  These properties, when 
complete, will total approximately 3,597,000 square feet.

     During the nine months ended September 30, 1998, the Company, either 
directly or through consolidated partnerships, completed development of and 
placed in service six warehouse/distribution properties comprising 
approximately 2,137,000 square feet with an aggregate cost of $90,631.

     At September 30, 1998, the Company had, directly or through consolidated 
partnerships, eight warehouse/distribution properties either under 
development or scheduled for development which will total approximately 
3,113,000 square feet upon completion.  The aggregate cost for the design and 
construction of these development projects is estimated to be approximately 
$116,860.  As of September 30, 1998, the Company had incurred total project 
costs of approximately $58,627 on these development projects.

     In connection with land acquisitions and development activities relating 
to the consolidated partnerships, the Company's minority partners contributed 
land and other consideration valued at $4,975. 

     Subsequent to September 30, 1998, the Company acquired approximately 97 
acres of land scheduled for future development for an aggregate purchase 
price of $2,745.  The costs to develop these parcels are expected to 
aggregate to approximately $25,177.  These properties, when complete, will 
total approximately 878,000 square feet.

     Subsequent to September 30, 1998, the Company completed development of 
and placed in service a warehouse/distribution property comprising 
approximately 529,000 square feet for an aggregate development cost of 
approximately $25,169.


     The Company expects to finance its future development costs from each of 
the following sources: (i) borrowings under the Unsecured Credit Facility, 
(ii) cash reserves, and (iii) proceeds to be derived from future property 
divestitures, future bank and institutional financings (including 
co-investment transactions), and/or future private and public debt and equity 
financings.

ACQUISITIONS

     During the nine months ended September 30, 1998, the Company, either 
directly or through one of its consolidated partnerships, purchased 24 
properties located in California, Illinois, Indiana, Massachusetts, Nevada, 
Ohio and Texas, with an aggregate square footage of approximately 3,092,000.  
The aggregate purchase price for these properties totaled $132,922.  The 
Company funded a portion of these acquisitions from cash reserves and funded 
the majority of the remaining costs with borrowings under the Unsecured 
Credit Facility.  In addition, the Company assumed three mortgage notes 
payable totaling $17,713. In 

                                       17
<PAGE>

connection with the acquisitions by the Company's consolidated partnerships, 
the Company's minority partners' contribution was valued at $11,600.

     On April 2, 1998, the minority partners of one of the Company's 
consolidated partnerships contributed a property located in Orlando, Florida 
with a square footage of approximately 120,000.  The value of the minority 
partners' contribution totaled $950.  With regard to this transaction, the 
partnership assumed a mortgage note payable in the principal amount of $3,676.

     On April 22, 1998, the Company and a minority partner of one of its 
consolidated partnerships, executed an Assignment of Partnership Interests, 
whereby the Company, as the managing general partner, exercised its right to 
purchase the partnership interest of the minority partner.  The Company 
purchased the partnership interest for a total purchase price of $1,089.

     On May 7, 1998, the Company entered into a property exchange 
transaction. This transaction involved the Company's transfer of its interest 
in three properties located in Nashville, Tennessee with a net book value of 
$6,174 to another property owner in exchange for five properties owned by the 
other property owner located in Memphis, Tennessee.  The Company paid $350 to 
the other property owner representing the difference in the exchange values 
of the properties.  In addition, the Company paid closing costs and prorated 
items totaling $317.

     The Company has an investment in an unconsolidated subsidiary, MRI, a 
Delaware corporation engaged in acquiring and operating refrigerated 
distribution services.  In the nine months ended September 30, 1998, MRI 
completed two strategic acquisitions.  In its first acquisition on February 
19, 1998, MRI acquired for an aggregate purchase price of $36,000, the real 
estate, business, and operating assets (including $15,263 in cash) of Arctic, 
a refrigerated distribution and freight consolidation company with facilities 
located in the Los Angeles Basin aggregating 7.2 million cubic feet and 
299,000 square feet.

     In its second acquisition on June 11, 1998, MRI acquired for $29,741 all 
of the common stock of C.E.G.F. (USA), Inc., a refrigerated distribution 
services company located in Tampa, Florida.  Concurrent with the acquisition, 
C.E.G.F. (USA), Inc. changed its name to Meridian Refrigerated East, Inc. 
("MRE").  MRE, a wholly owned subsidiary of MRI, operates two facilities in 
Tampa, Florida and one facility in Houston, Texas aggregating 9.2 million 
cubic feet and 332,924 square feet.

     The Company's investment in MRI is comprised of secured and unsecured 
notes and non-voting participating preferred stock. The voting common stock 
of MRI is owned by certain officers of the Company. The Company accounts for 
its investment in MRI using the equity method.  At September 30, 1998, the 
outstanding balances on the secured and unsecured notes totaled $30,650 and 
$6,053, respectively.

     Subsequent to September 30, 1998, the Company purchased four properties 
located in Florida, Kentucky and Ohio, comprising approximately 965,000 
square feet for a purchase price of $32,042.  These acquisitions were funded 
through borrowings under the Unsecured Credit Facility and a mortgage note 
payable totaling $16,000 which is secured by three of the properties acquired.

     Subsequent to September 30, 1998, the Company and the minority partners 
in two of its consolidated partnerships, executed Assignments of Partnership 
Interests, whereby the Company, as the managing general partner, exercised 
its right to purchase the partnership interests of the minority partners.  
The Company purchased the partnership interests for a total purchase price of 
$2,673.

YEAR 2000

         The Year 2000 problem is the inability of a meaningful proportion of 
the world's computers, software applications and embedded semiconductor chips 
to cope with the change of the year from 1999 to 2000. This issue can be 
traced to the infancy of computing, when computer data and programs were 
designed to save memory space by truncating the date field to just six digits 
(two for the day, two for the month and two for the year). Such information 
applications automatically assume that the two-digit year field represents a 
year within the 20th century. As a result of this, systems could fail to 
operate or fail to produce correct results.

         The Year 2000 problem affects computers, software applications, and 
related equipment used, operated or maintained by the Company. Accordingly, 
the Company is currently assessing the potential impact of, and the costs of 
remediating the Year 2000 problem for its internal systems and on facilities 
and equipment. The operations of computer systems have a significant role in 
the Company's business and in recognition of that fact, the Company's Board 
of Directors has directed the Company's senior management to assess the 
impact of the Year 2000 problem. The Company is in negotiations to engage a 
consultant to provide the Company with certain support and assistance in 
developing the Company's Year 2000 compliance program (the "Year 2000 
Program"). The Company initially expects the consultant's fee for such 
consulting services will be $45 plus reimbursement of its out of pocket 
expenses.

         The Company believes that it has substantially completed the process 
of identifying computers, software applications, and related equipment used 
in its operations that must be modified, upgraded or replaced to minimize the 
possibility of a material disruption of its business. The Company's current 
information systems environment is based on a WINTEL platform 
(Intel/PC/LAN/WAN) configuration and does not contain mainframe computers. 
The Company has commenced the process of modifying, upgrading and replacing 
systems which have already been assessed as adversely affected by the Year 
2000 problem and expects to complete this process by the third quarter of 
1999.

         In addition to computers and related systems, the operation of 
office equipment, such as fax machines, copiers, telephone switches, security 
systems and other common devices may be affected by the Year 2000 problem. 
The Company is currently assessing the potential effect of, and costs of 
remediating the Year 2000 problem on its office systems and equipment. The 
Company has initiated communications with third party suppliers of computers, 
software, and other equipment used, operated or maintained by the Company to 
identify and, to the extent possible, to resolve any significant Year 2000 
problem. However, the Company has limited or no control over the actions of 
these third party suppliers. Thus, while the Company expects that it will be 
able to resolve any significant Year 2000 problems with these systems, there 
can be no assurance that these suppliers will resolve any or all Year 2000 
problems with these systems before the occurrence of a material disruption to 
the business of the Company. Any failure of these third parties to timely 
resolve Year 2000 problems with their systems could have a material adverse 
effect on the Company's business, financial condition, and results of 
operations.

         Because the Company's assessment is not complete, it is unable to 
accurately predict the total cost to the Company of completing any required 
modifications, upgrades, or replacements of its systems or equipment. The 
Company does not, however, believe that such total cost will exceed $500. As 
of September 30, 1998, the Company had spent $5 in connection with its Year 
2000 Program. The Company expects to identify and resolve all Year 2000 
problems that could materially adversely affect its business operations. 
However, management believes that it is not possible to determine with 
complete certainty that all Year 2000 problems affecting the Company, its 
tenants or its suppliers have been identified or corrected. The number of 
devices that could be affected and the interactions among these devices are 
simply too numerous. In addition, no one can accurately predict how many Year 
2000 problem-related failures will occur or the severity, duration, or 
financial consequences of these perhaps inevitable failures. As a result, 
management expects that the Company will likely suffer the following 
consequences: (i) a significant number of operational inconveniences and 
inefficiencies of the Company, its tenants and its suppliers will divert 
management's time and attention and financial and human resources from its 
ordinary business activities; (ii) a few serious system failures that will 
require significant effort by the Company, its tenants or its suppliers to 
prevent or alleviate material business disruptions; (iii) several routine 
business disputes and claims due to Year 2000 problems that will be resolved 
in the ordinary course of business; and (iv) possible business disputes 
alleging the Company failed to comply with the terms of its contracts or 
industry standards of performance, some of which could result in litigation.

         The Company will develop contingency plans to be implemented if its 
efforts to identify and correct Year 2000 problems affecting its operational 
systems and equipment are not effective. The Company plans to complete its 
contingency plans by the end of the first quarter of 1999. Depending on the 
systems affected, any contingency plans developed by the Company, if 
implemented, could have a material adverse effect on the Company's financial 
condition and results of operations.

         The discussion of the Company's efforts, and management's 
expectations, relating to Year 2000 compliance are forward-looking 
statements. The Company's ability to achieve Year 2000 compliance and the 
level of incremental costs associated therewith, could be adversely impacted 
by, among other things, the availability and cost of programming and testing 
resources, vendors' ability to modify proprietary software, and unanticipated 
problems identified in the ongoing compliance review.


                                       18
<PAGE>


MATERIAL CHANGES IN RESULTS OF OPERATIONS

     Rentals from Real Estate Investments for the nine months ended September 
30, 1998 and 1997 totaled $85,726 and $39,271, respectively.  The increase of 
$46,455 was due to primarily to (i) Properties acquired during 1997 and 1998 
("Property Acquisitions") which increased rental revenues by $41,777 and (ii) 
the rental revenues generated by the build-to-suit properties placed in 
service during 1997 and 1998 ("Completed Build-to-Suits") totaling $5,817.  
These increases were partially offset by Properties divested during 1997 and 
1998 ("Property Divestitures") which reduced rental revenues by $1,935.

     Income from Unconsolidated Joint Venture totaled $1,485 for the nine 
months ended September 30, 1998 comprised of interest income on the $21,500 
participating mortgage loan purchased by the Company in 1997 in connection 
with the property-for-stock acquisition with Ameritech Pension Trust.

     Income from Unconsolidated Subsidiaries totaled $1,534 for the nine 
months ended September 30, 1998 resulting from MRI's secured and unsecured 
notes payable to the Company and equity earnings of MRI.

     Interest and Other Income totaled $994 and $630 for the nine months 
ended September 30, 1998 and 1997, respectively.  The increase of $364 was 
primarily due to interest income from the note receivable from the 
divestiture of a property located in California and a loan extended to a 
minority limited partner. 

     Interest Expense increased by $10,476 to $17,344 during the nine months 
ended September 30, 1998 from the same period in 1997.  The increase was 
primarily due to (i) the Company's completion of a private offering of 
$160,000 in principal of unsecured senior notes to institutional investors in 
November 1997 resulting in an increase of $8,709 and (ii) the assumption of 
mortgage notes payable relating to the acquisitions in Florida, Nevada and 
Texas resulting in an increase of $827.

     Loss on Interest Rate Protection Agreement totaled $12,633 for the nine 
months ended September 30, 1998. This one-time non-recurring expense resulted 
from the Company's termination of an interest rate protection agreement it 
entered into May 1998 in anticipation of a near-term debt offering which did 
not occur.

     Compared to the same period in 1997, Property Taxes increased by $5,602 
to $10,900 during the nine months ended September 30, 1998.  The increase was 
primarily due to (i) the Property Taxes attributable to the Property 
Acquisitions totaling $5,069 and (ii) the Property Taxes for the Completed 
Build-to-Suits amounting to $493.  These increases were partially offset by 
Property Divestitures, which reduced Property Taxes by $170.

     Compared to the same period in 1997, Property Operating Expenses 
increased by $3,291 to $6,579  during the nine months ended September 30, 
1998.  The increase was primarily due to (i) the Property Operating Expenses 
attributable to the Property Acquisitions totaling $3,414  and (ii) the 
Property Operating 

                                       19
<PAGE>

Expenses for the Completed Build-to-Suits amounting to $470. These increases 
were offset in part by Property Divestitures, which reduced Property 
Operating Expenses by $275.

     General and Administrative Expenses totaled $6,015 and $3,914 for the 
nine months ended September 30, 1998 and 1997, respectively.  The increase of 
$2,101 was primarily due to (i) an increase in personnel and administrative 
costs of $968 arising from the growth of the Company, (ii) an increase of 
$457 in fees relating to terminated property deals and (iii) an increase of 
$564 in accounting, legal, marketing and system conversion costs resulting 
from the increased size of the Company's property portfolio.

     Compared to the same period in 1997, Depreciation and Amortization 
Expense increased by $10,028 to $16,729 during the nine months ended 
September 30, 1998. The increase was primarily due to (i) Depreciation 
Expense attributable to the Property Acquisitions totaling $8,701 and (ii) 
Depreciation Expense for the Completed Build-to-Suits amounting to $1,175.  
These increases were offset by Property Divestitures, which reduced 
Depreciation and Amortization Expenses by $292.

     The Gain on Divestiture of Properties totaling $4,497 for the nine 
months ended September 30, 1998 was attributable to the divestiture of the 
San Carlos, 4013 Preimer, Nancy Ridge and Marietta properties.

     The Net Loss on Divestiture of Properties totaling $465 for the nine 
months ended September 30, 1997 was attributable to the divestiture of the 
Wildwood and Golden Cove properties which resulted in a total loss of $1,172. 
The losses were partially offset by gains on the divestiture of the 
Birmingham I, Birmingham II properties and Phoenix North 23rd properties 
totaling $707.

     The Extraordinary Item totaling $808 for the nine months ended 
September 30, 1997 was attributable to the restructuring of the Company's 
Unsecured Credit Facility.








                                       20
<PAGE>

--------------------------------------------------------------------------------
                            PART II:  OTHER INFORMATION
--------------------------------------------------------------------------------


     ITEM 1.   LEGAL PROCEEDINGS

     There are no material pending legal proceedings to which the Company or any
     of its subsidiaries is a party or to which any of the assets of the Company
     or any of its subsidiaries is subject.

     ITEM 2.   CHANGES IN SECURITIES

     None.

     ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

     None.

     ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None. 

     ITEM 5.    OTHER INFORMATION

     None.

     ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

      (a)  Exhibits:

        3.1(1)   The Company's Third Amended and Restated Articles of 
                 Incorporation. 

        3.2(2)   Articles Supplementary dated June 25, 1998, classifying
                 2,300,000 shares of 8.75% Series D Cumulative Redeemable 
                 Preferred Stock.

        3.3(3)   The Company's Third Amended and Restated Bylaws.

        4.1(4)   Rights Agreement, dated as of March 12, 1998, between the 
                 Company and First Chicago Trust Company of New York, which 
                 includes the form of Certificate of Designation of Series C 
                 Junior Participating Stock as Exhibit A, the form of Rights 
                 Certificate as Exhibit B and the form of the Summary of 
                 Rights as Exhibit C.

       27.1(5)   Financial Data Schedule.

      (b)  Reports on Form 8-K:  The following reports on Form 8-K were filed 
           during the quarter ended September 30, 1998:

                 Current Report on Form 8-K dated and filed July 2, 1998, 
                 filing financial statements related to the Company's 
                 acquisition of property located in Ontario, California.

                 Current Report on Form 8-K dated and filed August 25, 1998, 
                 filing material related to the announcement of the Company's 
                 results for the quarter ended March 31, 1998.


---------------
(1)  Filed as an exhibit to the Company's Amendment No. 1 to Registration 
     Statement No. 333-02322 on March 25, 1996, and incorporated herein by 
     reference.

(2)  Filed on June 26, 1998 as an exhibit to the Company's Current Report on 
     Form 8-K dated June 25, 1998, and incorporated herein by reference.

(3)  Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for 
     the period ended June 30, 1998, as amended.

(4)  Filed on March 16, 1998 with the Company's Registration Statement on 
     Form 8A dated March 16, 1998 and incorporated herein by reference.

(5)  Filed with this report.

                                       21
<PAGE>

                 Current Report on Form 8-K dated September 10, 1998, filing 
                 material related to the announcement of the Company's results 
                 for the quarter ended June 30, 1998.













                                       22
<PAGE>

                                     SIGNATURES

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

                                     MERIDIAN INDUSTRIAL TRUST, INC.




Dated:  November 16, 1998            By:  /s/ Allen J. Anderson
                                         --------------------------------------
                                         Allen J. Anderson
                                         Chairman and Chief Executive Officer
                                         (Principal Executive Officer)




Dated: November 16, 1998             By:  /s/ Milton K. Reeder
                                         --------------------------------------
                                          Milton K. Reeder
                                          President and Chief Financial Officer
                                          (Principal Financial Officer)





                                       23
<PAGE>

                          MERIDIAN INDUSTRIAL TRUST, INC.
                                 INDEX TO EXHIBITS

<TABLE>
<CAPTION>
   Exhibit Number
(corresponding to the                                                              Sequentially
Exhibit Table of Item                                                                Numbered
601 of Regulation S-K)                 Description                                     Page
----------------------                 -----------                                 ------------
<S>                     <C>                                                        <C>
       3.1(1)           The Company's Third Amended and Restated Articles
                        of Incorporation.

       3.2(2)           Articles Supplementary dated June 25, 1998, classifying
                        2,300,000 shares of 8.75% Series D Cumulative Redeemable 
                        Preferred Stock.

       3.3(3)           The Company's Third Amended and Restated Bylaws.

       4.1(4)           Rights Agreement, dated as of March 12, 1998, between 
                        the Company and First Chicago Trust Company of New York,
                        which includes the form of Certificate of Designation of
                        Series C Junior Participating Stock as Exhibit A, the
                        form of Rights Certificate as Exhibit B and the form of
                        the Summary of Rights as Exhibit C.

      27.1(5)           Financial Data Schedule. 
</TABLE>




---------------
(1)  Filed as an exhibit to the Company's Amendment No. 1 to Registration 
     Statement No. 333-02322 on March 25, 1996, and incorporated herein by 
     reference.

(2)  Filed on June 26, 1998 as an exhibit to the Company's Current Report on 
     Form 8-K dated June 25, 1998, and incorporated herein by reference.

(3)  Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for 
     the period ended June 30, 1998, as amended.

(4)  Filed on March 16, 1998 with the Company's Registration Statement on 
     Form 8A dated March 16, 1998 and incorporated herein by reference.

(5)  Filed with this report.

                                       24