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 June 30, 2000

or

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

For the transition period from __________ to _____________.

Commission File No. 33-98136

CHELSEA GCA REALTY PARTNERSHIP, L.P.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction
                              of incorporation or organization) |  | 22-3258100(I.R.S. Employer
                            Identification No.)
|---------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------

103 Eisenhower Parkway, Roseland, New Jersey 07068(Address of principal executive offices - zip code)

(973) 228-6111(Registrant's telephone number, including area code)

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

There are no outstanding shares of Common Stock or voting
securities.

---

Chelsea GCA Realty Partnership, L.P.

Index

Part I.  Financial Information

|Item 1. | Financial Statements (Unaudited) |  | Page
|------- | -------------------------------- |  | ----

| | Condensed Consolidated Balance Sheets
                as of June 30, 2000 and December 31, 1999
         Condensed Consolidated Statements of Income
                for the three and six months ended June 30, 2000 and 1999
         Condensed Consolidated Statements of Cash Flows
                for the six months ended June 30, 2000 and 1999
         Notes to Condensed Consolidated Financial Statements |  | 3
4
5
6
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------

|Item 2. | Management's Discussion and Analysis of Financial Condition
         and Results of Operations |  | 11
|------- | ---------------------------------------------------------------------------------------------- |  | --

|Item 3. | Quantitative and Qualitative Disclosures about Market Risk |  | 16
|------- | ---------------------------------------------------------- |  | --

|Part II. | Other Information |  | 
|-------- | ----------------- |  | 

|Item 6.
Signatures | Exhibits and Reports on Form 8-K |  | 17
18
|------------------ | -------------------------------- |  | -----

Item 1. Financial Statements

Chelsea GCA Realty Partnership, L.P.
Condensed Consolidated Balance Sheets(In thousands)

`June 30,          December 31,
                                                                2000                 1999
                                                       ---------------      -------------------
                                                          (Unaudited)             (Note 1)
Assets
Rental properties:
     Land.......................................           $ 119,040            $ 118,494
     Depreciable property.......................             761,510              730,319
                                                       ---------------      -------------------
Total rental property...........................             880,550              848,813
Accumulated depreciation........................            (156,271)            (138,221)
                                                       ---------------      -------------------
Rental properties, net..........................             724,279              710,592
Cash and cash equivalents.......................               6,960                8,862
Notes receivable-related parties................               2,213                2,213
Deferred costs, net.............................              14,143               14,290
Property held for sale..........................                   -                3,388
Investments in affiliates.......................              38,472               25,318
Other assets....................................              27,867               41,392
                                                       ---------------      -------------------
Total assets....................................          $ 813,934            $ 806,055
                                                       ===============      ===================

Liabilities and stockholders' equity
Liabilities:
     Unsecured bank debt........................          $   59,035            $ 131,035
     7.75% Unsecured Notes due 2001.............              99,946               99,905
     7.25% Unsecured Notes due 2007.............             124,760              124,744
     Secured bank debt..........................              78,208                    -
     Construction payables......................              11,564                9,277
     Accounts payable and accrued expenses......              28,496               27,127
     Obligation under capital lease.............               2,974                3,233
     Accrued dividend and distribution payable..              15,864                3,813
     Other liabilities..........................              22,098               27,064
                                                       ---------------      ---------------
Total liabilities...............................             442,945              426,198

Commitments and contingencies

Partners' capital:
     General partner units outstanding, 15,936 in
        2000 and 15,932 in 1999..........                    269,986               277,296
     Limited partners units outstanding, 3,357 in
        2000 and 1999....................                     37,688                39,246
     Preferred partners units outstanding, 1,300 in
        2000 and 1999..................                       63,315                63,315
                                                       ---------------      ----------------
Total partners' capital..............................        370,989               379,857
                                                       ---------------      -----------------
Total liabilities and partners' capital..............      $ 813,934             $ 806,055
                                                       ===============      =================`

The accompanying notes are an integral part of the
financial statements

Chelsea GCA Realty Partnership, L.P.
Condensed Consolidated Statements of Income
for the Three and Six Months Ended June 30, 2000 and 1999
(Unaudited)(In thousands, except per unit data)

`Three Months               Six Months
                                                        Ended June 30,            Ended June 30,
                                                     2000         1999          2000         1999
                                                ------------  ------------    ----------   ----------
Revenues:
   Base rent....................................  $26,607         $24,580      $52,858       $49,135
   Percentage rent..............................    3,183           2,644        5,749         5,015
   Expense reimbursements.......................   10,231           9,351       19,005        17,543
   Other income.................................    2,199           2,305        4,202         4,150
                                                 -----------  ------------   -------------  ---------
Total revenues...........................          42,220          38,880       81,814        75,843
                                                 -----------  ------------   -------------  ---------

Expenses:
   Interest.....................................    5,731           6,404       11,368        12,687
   Operating and maintenance....................   11,485          10,208       21,340        19,359
   Depreciation and amortization................   10,329           9,781       21,207        19,705
   General and administrative...................      982           1,404        1,740         2,543
   Other........................................      626             700        1,164         1,118
                                                 ----------    -----------   -----------     --------
Total expenses...........................          29,153          28,497       56,819        55,412
                                                 ----------    ------------  -----------     --------

Net income...............................          13,067          10,383       24,995        20,431
Preferred unit requirement......................   (2,509)         (1,047)      (5,018)       (2,094)
                                                 ----------   -------------  -----------     --------
Net income to common unitholders.........         $10,558          $9,336      $19,977       $18,337
                                                 ==========  ==============  ===========     ========

Net income to common unitholders:
     General partner............................   $8,720          $7,671      $16,500       $15,051
     Limited partners...........................    1,838           1,665        3,477         3,286
                                                 ----------  --------------  -----------     --------
Total.....................................        $10,558          $9,336      $19,977       $18,337
                                                 ==========  ==============  ===========     ========

Net income per common unit:
     General partner............................    $0.55           $0.49        $1.04         $0.96
     Limited partners...........................    $0.55           $0.49        $1.04         $0.96

Weighted average units outstanding:
     General partner............................   15,936          15,691       15,935        15,649
     Limited partners...........................    3,357           3,406        3,357         3,418
                                                 ----------  --------------   -----------    ---------
Total....................................           19,293          19,097       19,292        19,067`

The accompanying notes are an integral part of the financial statements.

Chelsea GCA Realty Partnership, L.P.
Condensed Consolidated Statements of Cash Flows
for the Six Months Ended June 30, 2000 and 1999
(Unaudited)(In thousands)

`2000                1999
                                                                             --------------      -------------
Cash flows from operating activities
   Net income.......................................................           $24,995             $20,431
   Adjustments to reconcile net income to net cash
      provided by operating activities:
       Depreciation and amortization................................            21,207              19,705
       Proceeds from non-compete receivable.........................             4,600               4,600
       Amortization of non-compete revenue..........................            (2,568)             (2,568)
       Additions to deferred lease costs............................              (213)               (995)
       Other operating  activities..................................                74                 681
       Changes in assets and liabilities:
           Straight-line rent receivable............................              (699)               (732)
           Other assets.............................................             7,864               2,786
           Accounts payable and accrued expenses....................               830                (423)
                                                                              -------------      ------------
   Net cash provided by operating activities........................            56,090              43,485
                                                                              -------------      ------------

Cash flows used in investing activities
   Additions to rental properties...................................           (30,309)            (27,164)
   Additions to deferred development costs..........................               (45)               (357)
   Proceeds from sale of center.....................................             3,372               4,483
   Payments from related party......................................              -                  4,500
   Loan to related party............................................              -                 (1,400)
   Additions to investments in affiliates...........................           (13,154)            (14,429)
                                                                              --------------      ------------
   Net cash used in investing activities............................           (40,136)            (34,367)
                                                                              --------------      ------------

Cash flows from financing activities
   Distributions....................................................           (21,904)            (18,167)
   Debt proceeds....................................................            82,458              14,000
   Repayments of debt...............................................           (76,250)             (4,000)
   Additions to deferred financing costs............................            (2,252)               (626)
   Net proceeds from sale of common stock...........................                92               2,216
                                                                              --------------      ------------
   Net cash used in financing activities............................           (17,856)             (6,577)
                                                                              --------------      ------------

   Net (decrease) increase  in cash and cash equivalents............            (1,902)              2,541
   Cash and cash equivalents, beginning of period...................             8,862               9,631
                                                                              --------------      ------------
   Cash and cash equivalents, end of period.........................            $6,960             $12,172
                                                                              ==============      ============`

The accompanying notes are an integral part of the financial statements.

Chelsea GCA Realty Partnership, L.P.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

1.    Organization and Basis of Presentation

Chelsea GCA Realty Partnership, L.P. (the Operating Partnership
or OP), which commenced operations on November 2, 1993, is engaged
in the development, ownership, acquisition, leasing and operation of
manufacturers outlet centers. As of June 30, 2000, the OP operated 20
centers in 12 states (the Properties) containing approximately 5.6
million square feet of gross leasable area (GLA). The Properties are
located near large metropolitan areas including New York City, Los Angeles, San
Francisco, Sacramento, Boston, Atlanta, Washington DC, Orlando, Portland
(Oregon) and Cleveland, or at or near tourist destinations including Honolulu,
the Napa Valley, Palm Springs and the Monterey Peninsula. The OP also has a
number of properties under development and expansion. The sole general partner
in the OP, Chelsea GCA Realty, Inc. (the Company), is a
self-administered and self-managed Real Estate Investment Trust.

On July 19, 2000, the OP announced that through a subsidiary it
has been developing a new technology platform. This platform will provide
fashion and other retail brands a customized direct to the consumer internet
online store incorporating e-commerce design, development, fulfillment and
customer services. In consideration for such services, the OP will receive a
percentage of each brands online sales. To date, the OP has invested $13.8
million, however, this venture has not had any material operations.

Common ownership of the OP as of June 30, 2000 was approximately
as follows:

| | General Partner
                          Limited Partners
     Total |  | 82.6%17.4%
                                        100.0% |  | 15,936,000   units3,357,000  units
                            19,293,000 | 
| | --------------------------------------------------------------------- |  | --------------------------------------------------------- |  | ------------------------------------------------------------------------- | 

The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and notes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for fair
presentation have been included. Operating results for the three and six month
periods ended June 30, 2000 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2000. The balance sheet at
December 31, 1999 has been derived from the audited financial statements at that
date but does not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
These financial statements should be read in conjunction with the consolidated
financial statements and accompanying notes included in the Companys
Annual Report on Form 10-K for the year ended December 31, 1999.

The OP is engaged in the development, ownership, acquisition and
operation of manufacturers outlet centers and has one reportable segment,
retail real estate. The OP evaluates real estate performance and allocates
resources based on net operating income and weighted average sales per square
foot. The primary sources of revenue are generated from tenant base rents,
percentage rents and reimbursement revenue. Operating expenses primarily consist
of common area maintenance, real estate taxes and promotional expenses. The
retail real estate business segment meets the quantitative threshold for
determining reportable segments. The OP's investment in foreign operations is
not material to the consolidated financial statements.

In June 1998, the Financial Accounting Standards Board issued
Statement No. 133, Accounting for Derivative Instruments and Hedging Activities
(as amended by FASB Statement No. 137), which is required to be adopted in years
beginning after June 15, 2000. Statement 133 permits early adoption as of the
beginning of any fiscal quarter after its issuance. The OP expects to adopt the
new Statement effective January 1, 2001. The Statement will require the OP to
recognize all derivatives on the balance sheet at fair value. Derivatives that
are not hedges must be adjusted to fair value through income. If a derivative is
a hedge, depending on the nature of the hedge, changes in the fair value of the
derivative will either be offset against the change in fair value of the hedged
asset, liability, or firm commitment through earnings, or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivatives change in fair value will be
immediately recognized in earnings. The OP does not anticipate that the adoption
of the Statement will have a significant effect on its results of operations or
financial position.

In 1997, the FASB issued Statement No. 130, Reporting
Comprehensive Income (Statement 130) which is effective for
fiscal years beginning after December 15, 1997. Statement 130 established
standards for reporting comprehensive income and its components in a full set of
general-purpose financial statements. Statement 130 requires that all components
of comprehensive income be reported in a financial statement that is displayed
with the same prominence as other financial statements. The adoption of this
standard had no impact on the OP's consolidated financial position or results of
operations.

In December 1999, the SEC staff issued Staff Accounting Bulletin
101 (SAB 101), Revenue Recognition. SAB 101 discusses the SEC
staff views on certain revenue recognition transactions. The OP is required to
adopt SAB 101 no later than the fourth quarter of 2000 and any change in
accounting would be recognized as a cumulative effect of a change in accounting
principle as of January 1, 2000. The OP does not anticipate that the adoption of
the SAB will have a significant effect on its consolidated finanical position or
results of operations.

Certain amounts in the prior year financial statements have been
reclassified to conform to current year presentation.

2.   Property Held for Sale

As of December 31, 1999, property held for sale represented the
fair value, less estimated costs to sell, of Solvang Designer Outlets
(Solvang). On January 4, 2000, Solvang was sold for a net selling
price of $3.3 million.

3.   Investments in Affiliates

The OP holds interests in several ventures with affiliates both
domestic and international. Non-controlling investments are accounted for under
the equity method. Equity in earnings or losses of these affiliates are included
in other income in the consolidated financial statements.

4.   Non-Compete Agreement

In October 1998, the OP signed a definitive agreement to
terminate the development of Houston Premium Outlets, a joint venture project
with Simon Property Group, Inc. (Simon). Under the terms of the
agreement, the OP withdrew from the Houston development partnership and agreed
to certain restrictions on competing in the Houston market through 2002. The OP
will receive non-compete payments totaling $21.4 million from The Mills
Corporation; $3.0 million was received at closing, and four annual installments
of $4.6 million will be received on each January 2, 1999 through 2002. The OP
was reimbursed for its share of land costs, development costs and fees related
to the project. The revenue is being recognized on a straight-line basis over
the term of the non-compete agreement and $2.6 million has been recognized as
other income in each of the six month periods ended June 30, 2000 and 1999.

5.   Debt

The OP has a $160 million senior unsecured bank line of credit
(the Senior Credit Facility) and has an annual right to request a
one-year extension which may be granted at the option of the lenders. The
Companys lenders have agreed to extend the Facility until March 30, 2003.
The Facility bears interest on the outstanding balance, payable monthly, at a
rate equal to the London Interbank Offered Rate (LIBOR) plus 1.05%
(7.75% at June 30, 2000) or the prime rate, at the OPs option. The LIBOR
rate spread ranges from 0.85% to 1.25% depending on the Companys Senior
Debt rating. A fee on the unused portion of the Senior Credit Facility is
payable quarterly at rates ranging from 0.15% to 0.25% depending on the balance
outstanding. At June 30, 2000, $106 million was available under the Senior
Credit Facility.

The OP also has a $5 million term loan (the Term
Loan) which carries the same interest rate and maturity as the Senior
Credit Facility.

In April 2000 a wholly-owned subsidiary of the OP entered into a
$70 million mortgage loan secured by four of its properties which matures April
2010 and bears interest at a rate equal to LIBOR plus 1.50% (8.19% at June 30,
2000) or prime rate plus 1.00%. Net proceeds were used to retire the $60 million
term loan due April 30, 2000 and to repay borrowings under the OPs Senior
Credit Facility.

In February 2000, a subsidiary of the OP entered into a $40
million construction loan facility that will be used to fund the Allen Premium
Outlets project. The loan which matures February 2003 bears interest on the
outstanding balance at a rate equal to LIBOR plus 1.625% (8.31% at June 30,
2000) and is guaranteed by the Company and the OP. At June 30, 2000, $8.5
million was outstanding.

In October 1997, the OP completed a $125 million debt offering
of 7.25% unsecured term notes due October 2007 (the 7.25% Notes).
The 7.25% Notes were priced to yield 7.29% to investors, 120 basis points over
the 10-year U.S. Treasury rate.

In January 1996, the OP completed a $100 million offering of
7.75% unsecured term notes due January 2001 (the 7.75% Notes), which
are guaranteed by the Company. The five-year non-callable 7.75% Notes were
priced to yield 7.85% to investors.

Interest and loan costs of approximately $2.2 million and $1.0
million were capitalized as development costs during the six months ended June
30, 2000 and 1999, respectively.

6.   Partners Capital

Following is a statement of Partners' Capital for the six months ended June 30,
2000 (in thousands):

`General          Limited          Preferred          Total
                                            Partner's        Partners'         Partner's        Partners'
                                             Capital          Capital           Capital          Capital
                                         --------------    --------------     ------------     ------------
Balance December 31, 1999...............     $277,296          $39,246           $63,315         $379,857
Contributions (net of costs)............           92                -                 -               92
Net income..............................       18,594            6,401                 -           24,995
Common distributions....................      (23,902)          (5,035)                -          (28,937)
Preferred distributions.................       (2,094)          (2,924)                -           (5,018)
                                         --------------    --------------     ------------     ------------
Balance June 30, 1999...................      $269,986          $37,688           $63,315        $370,989
                                         ==============    ==============     ============     ============`

7.   Preferred Units

On September 3, 1999, the OP completed a private sale of $65
million of Series B Cumulative Redeemable Preferred Units (Preferred
Units) to an institutional investor. The private placement took the form
of 1.3 million Preferred Units at a stated value of $50 each. The Preferred
Units may be called at par on or after September 3, 2004, have no stated
maturity or mandatory redemption and pay a cumulative quarterly dividend at an
annualized rate of 9.0%. The Preferred Units are exchangeable into Series B
Cumulative Redeemable Preferred Stock of the Company after ten years. Proceeds
from the sale were used to pay down borrowings under the Senior Credit Facility.

8.   Preferred Stock

In October 1997, the Company issued 1.0 million shares of
non-voting 8.375% Series A Cumulative Redeemable Preferred Stock (the
Preferred Stock), par value $0.01 per share, having a liquidation
preference of $50 per share. The Preferred Stock has no stated maturity and is
not convertible into any other securities of the Company. The Preferred Stock is
redeemable on or after October 15, 2027 at the Companys option and is
represented by 1,000,000 preferred units held by the General Partner. Net
proceeds from the offering were used to repay borrowings under the OP's Credit
Facilities.

9.   Distributions

On June 8, 2000, the Board of Directors of the Company declared
a $0.75 per unit cash distribution to unitholders of record on June 30, 2000.
The distribution, totaling $14.4 million, was paid on July 17, 2000.

10.   Income Taxes

No provision has been made for income taxes in the accompanying
consolidated financial statements since such taxes, if any, are the
responsibility of the individual partners.

11.   Net Income Per Common Partnership Unit

Net income per partnership unit is determined by allocating net
income to the general partner (including the general partners preferred
unit allocation) and the limited partners based on their weighted average
partnership units outstanding during the respective periods presented.

12.   Commitments and Contingencies

The OP has minority interests ranging from 5% to 15% in several
outlet centers and outlet development projects in Europe. Outlet centers,
outside of London, England, Barcelona and Madrid, Spain, are currently open and
operated by Value Retail PLC and its affiliates. Three new European projects and
expansions of the two existing centers are in various stages of development and
are expected to open within the next two years. The OPs total investment
in Europe as of June 30, 2000 was approximately $4.5 million. The OP has also
agreed under a standby facility to provide up to $22 million in limited debt
service guarantees for loans provided to Value Retail PLC and affiliates, to
construct outlet centers in Europe. The term of the standby facility is three
years and guarantees shall not be outstanding for longer than five years after
project completion. As of June 30, 2000, the OP has provided guarantees of
approximately $13 million for three projects.

In June 1999, the OP entered into an agreement with Mitsubishi
Estate Co., Ltd. and Nissho Iwai Corporation to jointly develop, own and operate
premium outlet centers in Japan. The joint venture is known as Chelsea Japan
Co., Ltd. (Chelsea Japan). In conjunction with the agreement, the OP
contributed $1.7 million in equity. In addition, an equity investee of the OP
entered into a 4 billion yen (US $40 million) line of credit guaranteed by the
Company and OP to fund its share of construction costs. The line of credit bears
interest at yen LIBOR plus 1.35% and matures April 2002. At June 30, 2000, no
amounts were outstanding under the loan. In March 2000, Chelsea Japan entered
into a 3.6 billion yen (US $36 million) loan with a Japanese bank to fund
construction costs. As of June 30, 2000, 1.6 billion yen was outstanding. The
loan is secured by the property under construction, is 40% guaranteed by the
Company and the OP and bears interest at yen LIBOR plus 2.20%. Chelsea Japan
opened its initial project, the 220,000 square-foot first phase of Gotemba
Premium Outlets, on July 13, 2000. Gotemba is located on the Tomei Expressway,
approximately 60 miles west of Tokyo and midway between Mt. Fuji and the Hakone
resort area. Construction on Chelsea Japans second project is well
underway. The project known as Rinku Premium Outlets is located outside Osaka,
the second-largest city in Japan and is scheduled to open in late 2000.

Orlando Premium Outlets (OPO), a 430,000 square foot
50/50 joint venture project between the OP and Simon began a phased opening at
the end of May 2000. OPO is located on Interstate 4, midway between Walt Disney
World/EPCOT and Sea World in Orlando. In February 1999, the joint venture
entered into an $82.5 million construction loan agreement. The loan is 50%
guaranteed by each of the OP and Simon and as of June 30, 2000, $45.8 million
was outstanding.

The OP is not presently involved in any material litigation nor,
to its knowledge, is any material litigation threatened against the OP or its
properties, other than routine litigation arising in the ordinary course of
business. Management believes the costs, if any, incurred by the OP related to
this litigation will not materially affect the financial position, operating
results or liquidity of the Company.

13.   Related Party Information

During the second quarter of 1999, the OP established a $6
million secured loan facility for the benefit of certain unitholders. At June
30, 2000, loans made to two unitholders totaled $2.2 million. Each unitholder
issued a note that is secured by OP units, bears interest at a rate of LIBOR
plus 200 basis points per annum, (8.13% at June 30, 2000) payable quarterly and
is due June 2004.

Chelsea GCA Realty Partnership, L.P.

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

The following discussion should be read in conjunction with the
accompanying unaudited condensed consolidated financial statements and notes
thereto. These financial statements include all adjustments which, in the
opinion of management, are necessary to reflect a fair statement of results for
the interim periods presented, and all such adjustments are of a normal
recurring nature.

General Overview

From July 1, 1999 to June 30, 2000, the OP grew by increasing
rent at its existing centers resulting in base rent revenue growth of $1.2
million and expanding its existing centers resulting in base rent revenue growth
of $2.5 million. In addition, the OP opened one new center in May 2000, which is
a 50% owned joint venture project with Simon Property Group. The OP operated 20
manufacturers outlet centers at June 30, 2000 compared to 19 at the end of
the same quarter in the prior year. The OPs operating gross leasable area
(GLA) at June 30, 2000, increased 12.6% to 5.6 million square feet from 5.0
million square feet at June 30, 1999. Net GLA added since July 1, 1999 is
detailed as follows:

`12 mos ended           6 mos ended            6 mos ended
                                                 June 30,              June 30,             December 31,
                                                  2000                   2000                   1999
                                              -------------          -------------          -------------
Changes in GLA (sf in 000's):

New center opened:
    Orlando Premium Outlets.................         340                    340                      -
                                              -------------          -------------          -------------
Total new center:...........................         340                    340                      -

Centers expanded:
    North Georgia...........................         103                      -                    103
    Leesburg Corner.........................          88                     34                     54
    Folsom..................................          54                     54                      -
    Camarillo...............................          45                      -                     45
    Other (net).............................           1                     (1)                     2
                                              -------------          -------------          -------------
Total centers expanded......................         291                     87                    204

Net GLA added during the period.............         631                    427                    204

GLA at end of period........................       5,643                  5,643                  5,216`

---

Results of Operations

Comparison of the three months ended June 30, 2000 to the three months ended
June 30, 1999.

Net income before minority interest increased $2.7 million to $13.1 million for
the three months ended June 30, 2000 from $10.4 million for the three months
ended June 30, 1999. Increases in revenues, primarily the result of expansions
and higher rents on releasing and renewals were offset by increased depreciation
and amortizaton.

Base rentals increased $2.0 million, or 8.2%, to $26.6 million for the three
months ended June 30, 2000 from $24.6 million for the three months ended June
30, 1999 due to expansions and higher average rents on new leases and renewals.

Percentage rents increased $0.5 million to $3.1 million for the three months
ended June 30, 2000, from $2.6 million for the three months ended June 30, 1999.
The increase was primarily due to expansions, increased tenant sales and a
larger number of tenants contributing percentage rents.

Expense reimbursements, representing contractual recoveries from tenants of
certain common area maintenance, operating, real estate tax, promotional and
management expenses, increased $0.9 million, or 9.4%, to $10.2 million for the
three months ended June 30, 2000 from $9.3 million for the three months ended
June 30, 1999, due to the recovery of operating and maintenance costs from
increased GLA. The average recovery of reimbursable expenses was 89.1% in the
second quarter of 2000, compared to 91.6% in the second quarter of 1999.

Other income decreased $0.1 million to $2.2 million for the three months ended
June 30, 2000, from $2.3 million for the three months ended June 30, 1999. The
decrease results from a pad sale in 1999 plus the equity-in-loss of internet
affiliate offset by increased center operations income and equity-in-earning of
the Orlando joint venture.

Interest in excess of amounts capitalized decreased $0.7 million to $5.7 million
for the three months ended June 30, 2000 from $6.4 million for the three months
ended June 30, 1999 primarily due to proceeds from the September 1999 sale of
Preferred Units that were used to paydown debt balances partially offset by
higher LIBOR on a variable rate debt.

Operating and maintenance expenses increased $1.3 million, or 12.5%, to $11.5
million for the three months ended June 30, 2000 from $10.2 million for the
three months ended June 30, 1999. The increase was primarily due to costs
related to expansions.

Depreciation and amortization expense increased $0.5 million, or 5.6%, to $10.3
million for the three months ended June 30, 2000 from $9.8 million for the three
months ended June 30, 1999. The increase was due to depreciation of expansions.

General and administrative expenses decreased $0.4 million to $1.0 million for
the three months ended June 30, 2000 from $1.4 million for the three months
ended June 30, 1999 primarily due to a lower accrual for deferred incentive
compensation.

Other expenses decreased $0.1 million to $0.6 million for the three months ended
June 30, 2000 from $0.7 million for the three months ended June 30, 1999
primarily due to decreased legal fees.

Comparison of the six months ended June 30, 2000 to the six months ended June
30, 1999.

Net income before minority interest increased $4.6 million to $25.0 million for
the six months ended June 30, 2000, from $20.4 million for the six months ended
June 30, 1999. Increases in revenues, primarily the result of expansions and
higher rents on releasing and renewals were offset by increased depreciation and
amortization.

Base rentals increased $3.7 million, or 7.6%, to $52.9 million for the six
months ended June 30, 2000, from $49.2 million for the six months ended June 30,
1999. The increase was primarily due to expansions.

Percentage rents increased $0.7 million to $5.7 million for the six months ended
June 30, 2000 from $5.0 million for the six months ended June 30, 1999. The
increase was primarily due to expansions.

Expense reimbursements, representing contractual recoveries from tenants of
certain common area maintenance, operating, real estate tax, promotional and
management expenses, increased $1.5 million, or 8.3%, to $19.0 million for the
six months ended June 30, 2000 from $17.5 million for the six months ended June
30, 1999, due to the recovery of operating and maintenance costs from increased
GLA. The average recovery of reimbursable expenses was 89.1% in 2000 compared to
90.6% in 1999.

Other income increased $0.1 million to $4.2 million for the six months ended
June 30, 2000 from $4.1 million for the six months ended June 30, 1999. The
increase is primarily the result of increased income from center operations and
equity-in-earnings of Orlando joint venture, offset by equity-in-loss of
internet affiliate in 2000 and a pad sale in 1999.

Interest in excess of amounts capitalized decreased $1.3 million to $11.4
          million for the six months ended June 30, 2000 from $12.7 million for
the six months ended June 30, 1999 primarily due to proceeds from the September
1999 sale of Preferred Units that were used to paydown debt balances partially
offset by higher LIBOR on a variable rate debt.

Operating and maintenance expenses increased $2.0 million, or 10.3%, to $21.4
million for the six months ended June 30, 2000 from $19.4 million for the six
months ended June 30, 1999. The increase was primarily due to costs related to
expansions.

Depreciation and amortization expense increased $1.5 million, or 7.6%, to $21.2
million for the six months ended June 30, 2000 from $19.7 million for the six
months ended June 30, 1999. The increase was primarily due to depreciation of
expansions.

General and administrative expenses decreased $0.8 million to $1.7 million for
the six months ended June 30, 2000 from $2.5 million for the six months ended
June 30, 1999. The decrease was primarily due to a lower accrual for deferred
incentive compensation.

Liquidity and Capital Resources

The OP believes it has adequate financial resources to fund operating expenses,
distributions, and planned development and construction activities. Operating
cash flow of $87.6 million in 1999 is expected to increase in 2000 with a full
year of operations of the 340,000 square feet of GLA added during 1999 and
scheduled openings of approximately 1.3 million square feet in 2000, which
includes the OP's 50% ownership share in the 430,000 square foot Orlando Premium
Outlets and 40% ownership share each in the 220,000 square foot Gotemba Premium
Outlets, outside Tokyo, Japan and the 175,000 square foot Rinku Premium Outlets,
outside Osaka, Japan. The OP has adequate funding sources to complete and open
all of its current development projects through the use of available cash of
$7.0 million; construction loans for the Orlando and Allen projects up to a
maximum borrowing of $82.5 million and $40.0 million, respectively; a
yen-denominated line of credit for the OP's share of project costs in Japan; and
approximately $106 million available under its Senior Credit Facility. Chelsea
also has the ability to access the public markets, if market conditions become
favorable, through its $175 million debt shelf registration and its $200 million
equity shelf registration. In June 2000, the OP filed an S-3 registration
statement to increase its debt shelf to $600 million and equity shelf to $300
million. The statement is currently under SEC review.

Operating cash flow is expected to provide sufficient funds for dividends and
distributions in accordance with REIT federal income tax requirements. In
addition, the OP anticipates retaining sufficient operating cash to fund
re-tenanting and lease renewal tenant improvement costs, capital expenditures to
maintain the quality of its centers as well as funding development of the new
internet technology platform.

Common distributions declared and recorded during the six months ended June 30,
2000 were $28.9 million, or $1.50 per share or unit. The Company's dividend
payout ratio as a percentage of net income before minority interest,
depreciation and amortization (exclusive of amortization of deferred financing
costs ("FFO") was 71.9% for the six months ended June 30, 2000. The Senior
Credit Facility limits aggregate dividends and distributions to the lesser of
(i) 90% of FFO on an annual basis or (ii) 100% of FFO for any two consecutive
quarters.

In September 1999, the OP completed a private sale of $65 million of Series B
Cumulative Redeemable Preferred Units ("Preferred Units") to an institutional
investor. The private placement took the form of 1.3 million Preferred Units at
a stated value of $50 each. The Preferred Units may be called at par on or after
September 3, 2004, have no stated maturity or mandatory redemption and pay a
cumulative quarterly dividend at an annualized rate of 9.0%. The Preferred Units
are not convertible to any other securities of the OP or Company. The Preferred
Units are exchangeable into Series B Cumulative Redeemable Preferred Stock of
the Company after ten years. Proceeds from the sale were used to pay down
borrowings under the Senior Credit Facility.

The OP has a $160 million senior unsecured bank line of credit (the "Senior
Credit Facility") and has an annual right to request a one-year extension which
may be granted at the option of the lenders. The Company's lenders have agreed
to extend the Facility until March 30, 2003. The Facility bears interest on the
outstanding balance, payable monthly, at a rate equal to the London Interbank
Offered Rate ("LIBOR") plus 1.05% (7.75% at June 30, 2000) or the prime rate, at
the OP's option. The LIBOR rate spread ranges from 0.85% to 1.25% depending on
the Company's Senior Debt rating. A fee on the unused portion of the Senior
Credit Facility is payable quarterly at rates ranging from 0.15% to 0.25%
depending on the balance outstanding.

In April 2000, a wholly-owned subsidiary of the OP entered into a $70 million
mortgage loan secured by four of its properties which matures April 2010 and
bears interest at a rate equal to LIBOR plus 1.50% (8.19% at June 30, 2000) or
prime rate plus 1.00%. Net proceeds were used to retire the $60 million term
loan and to repay borrowings under the OP's Senior Credit Facility. This
mortgage loan strengthened the OP's balance sheet by extending and sequencing
debt maturities.

In February 2000, a subsidiary of the OP entered into a $40 million construction
loan facility that will be used to fund the Allen Premium Outlets project. The
loan which matures February 2003 bears interest on the outstanding balance at a
rate equal to LIBOR plus 1.625% (8.31% at June 30, 2000) and is guaranteed by
the Company and the OP. At June 30, 2000, $8.5 million was outstanding.

Development activity during the year includes the 430,000 square-foot Orlando
Premium Outlets which began a phased opening at the end of May 2000; the 220,000
square-foot first phase of Gotemba Premium Outlets (outside Tokyo, Japan), a
Chelsea Japan Co. project which opened on July 13, 2000; the 230,000 square-foot
first phase of Allen Premium Outlets (Allen, Texas), scheduled to open in the
fourth quarter; and the 175,000 square-foot first phase of Rinku Premium Outlets
(near Osaka, Japan), Chelsea Japan's second project, also scheduled to open in
the fourth quarter. Additionally, expansions totaling approximately 230,000
square feet of GLA are under construction and scheduled to open in the next 12
months, including 125,000 square feet at Wrentham Village Premium Outlets
(Wrentham, Massachusetts); and 105,000 square feet at Leesburg Corner Premium
Outlets (Leesburg, Virginia). These projects are under development and there can
be no assurance that they will be completed or opened, or that there will not be
delays in opening or completion. All current development activity is fully
financed either through project specific secured construction financing or
through the Senior Credit Facility. The OP will seek to obtain permanent
financing once the projects are completed and income has been stabilized.

Orlando Premium Outlets ("OPO"), a 430,000 square foot 50/50 joint venture
project between the OP and Simon opened during the second quarter 2000. OPO is
located on Interstate 4, midway between Walt Disney World/EPCOT and Sea World in
Orlando. In February 1999, the joint venture entered into an $82.5 million
construction loan agreement which matures March 2002 and bears interest at LIBOR
plus 1.50%. The loan is 50% guaranteed by each of the OP and Simon and as of
June 30, 2000, $45.8 million was outstanding.

In June 1999, the OP entered into an agreement with Mitsubishi Estate Co., Ltd.
and Nissho Iwai Corporation to jointly develop, own and operate premium outlet
centers in Japan. The joint venture is known as Chelsea Japan Co., Ltd.
("Chelsea Japan"). In conjunction with the agreement, the OP contributed $1.7
million in equity. In addition, an equity investee of the OP entered into a 4
billion yen (US $40 million) line of credit guaranteed by the Company and OP to
fund its share of construction costs. The line of credit bears interest at yen
LIBOR plus 1.35% and matures April 2002. At June 30, 2000, no amounts were
outstanding under the loan. In March 2000, Chelsea Japan entered into a 3.6
billion yen (US $36 million) loan with a Japanese bank to fund construction
costs. As of June 30, 2000, 1.6 billion yen was outstanding. The loan is secured
by the property under construction and is 40% guaranteed by the Company and the
OP. Chelsea Japan opened its initial project, the 220,000 square-foot first
phase of Gotemba Premium Outlets, on July 13, 2000. Gotemba is located on the
Tomei Expressway, approximately 60 miles west of Tokyo and midway between Mt.
Fuji and the Hakone resort area. Construction on Chelsea Japan's second project
is well underway. The project known as Rinku Premium Outlets is located outside
Osaka, the second-largest city in Japan and is scheduled to open in late 2000.

The OP has minority interests ranging from 5% to 15% in several outlet centers
and outlet development projects in Europe. Outlet centers, outside of London,
England, Barcelona and Madrid, Spain, are currently open and operated by Value
Retail PLC and its affiliates. Three new European projects and expansions of the
two existing centers are in various stages of development and are expected to
open within the next two years. The OP's total investment in Europe as of June
30, 2000 was approximately $4.5 million. The OP has also agreed under a standby
facility to provide up to $22 million in limited debt service guarantees for
loans provided to Value Retail PLC and affiliates, to construct outlet centers
in Europe. The term of the standby facility is three years and guarantees shall
not be outstanding for longer than five years after project completion. As of
June 30, 2000, the OP has provided guarantees of approximately $13 million for
three projects.



In July 2000, the OP announced an e-commerce venture through its affiliate,
Chelsea Interactive. The OP's investment in this venture was $13.8 million at
June 30, 2000. Additional funding is expected to be provided from operating cash
flow.

The OP announced in October 1998 that it sold its interest in and terminated the
development of Houston Premium Outlets, a joint venture project with Simon.
Under the terms of the agreement, the OP will receive non-compete payments
totaling $21.4 million from The Mills Corporation; $3.0 million was received at
closing, and four annual installments of $4.6 million will be received on each
January 2, 1999 through 2002. The OP has also been reimbursed for its share of
land costs, development costs and fees related to the project.

To achieve planned growth and favorable returns in both the short and long term,
the Company's financing strategy is to maintain a strong, flexible financial
position by: (i) maintaining a conservative level of leverage; (ii) extending
and sequencing debt maturity dates; (iii) managing exposure to floating interest
rates; and (iv) maintaining liquidity. Management believes these strategies will
enable the OP to access a broad array of capital sources, including bank or
institutional borrowings and secured and unsecured debt and equity offerings,
subject to market conditions.

Net cash provided by operating activities increased $12.6 million for the six
months ended June 30, 2000 compared to the corresponding 1999 period. The
increase was primarily due to the growth of the OP's GLA to 5.6 million square
feet in 2000 from 5.0 million square feet in 1999 and increased collections on
receivables. Net cash used in investing activities increased $5.8 million for
the six months ended June 30, 2000 compared to the corresponding 1999 period, as
a result of increased construction activity offset by payment on a note
receivable in 1999. At June 30, 2000, net cash used in financing activities
increased by $11.3 million primarily due to higher distributions paid and lower
borrowings during 2000.

Funds from Operations

Management believes that funds from operations ("FFO") should be considered in
conjunction with net income, as presented in the statements of operations
included elsewhere herein, to facilitate a clearer understanding of the
operating results of the OP. The White Paper on FFO approved by the Board of
Governors of NAREIT in October 1999 defines FFO as net income (loss) (computed
in accordance with GAAP), excluding gains (or losses) from debt restructuring
and sales of properties, plus real estate related depreciation and amortization
and after adjustments for unconsolidated partnerships and joint ventures. The OP
believes that FFO is helpful to investors as a measure of the performance of an
equity REIT because, along with cash flow from operating activities, financing
activities and investing activities, it provides investors with an indication of
the ability of the OP to incur and service debt, to make capital expenditures
and to fund other cash needs. The OP computes FFO in accordance with the current
standards established by NAREIT which may not be comparable to FFO reported by
other REIT's that do not define the term in accordance with the current NAREIT
definition or that interpret the current NAREIT definition differently than the
OP. FFO does not represent cash generated from operating activities in
accordance with GAAP and should not be considered as an alternative to net
income (determined in accordance with GAAP) as an indication of the OP's
financial performance or to cash flow from operating activities (determined in
accordance with GAAP) as a measure of the OP's liquidity, nor is it indicative
of funds available to fund the OP's cash needs, including its ability to make
cash distributions.

`Three Months Ended         Six Months Ended
                                                                  June 30,                  June 30,
                                                             2000         1999          2000          1999
                                                       ----------   ----------- ------------  -------------
Net income to common unitholders .....................    $10,558       $9,336       $19,977       $18,337
Add back:
  Depreciation and amortization.......................     10,329        9,781        21,201        19,705
  Amortization of deferred financing costs and
    depreciation of non-rental real estate assets.....       (429)        (476)         (937)         (911)
                                                       ----------     ---------     ----------   ------------
FFO...................................................    $20,458      $18,641       $40,247       $37,131
                                                       ==========     =========     ==========   ============
Average units outstanding.............................     19,293       19,097        19,292        19,067
Distributions declared per share......................      $0.75        $0.72         $0.75         $1.44`

Item 3.   Quantitative and Qualitative Disclosures
about Market Risk

The OP is exposed to changes in interest rates primarily from
its floating rate debt arrangements. The OP currently does not use interest rate
derivative instruments to manage exposure to interest rate changes. A
hypothetical 100-basis point adverse move (increase) in interest rates along the
entire rate curve would adversely affect the Companys annual interest cost
by approximately $1.4 million annually.

Following is a summary of the OP's debt obligations at June 30, 2000 (in
thousands):

`Expected Maturity Date
                         --------------------------------------------------------------
                                                                                              Fair
                         2000      2001   2002      2003   2004    Thereafter     Total       Value
                         ----      ----   ----      ----   ----    ----------     -----       -----
Fixed Rate Debt:            -   $99,946      -         -      -    $124,760     $224,706    $212,946
Average Interest Rate:      -      7.75%     -         -      -        7.25%        7.47%
Variable Rate Debt:         -         -      -   $67,493      -       $69,750   $137,243    $137,243
Average Interest Rate:      -         -      -      7.82%     -        8.19%        8.01%`

Chelsea GCA Realty Partnership, L.P.

Part II.     Other Information
Item 6.     Exhibits and Reports on Form 8-K

The OP did not file any reports on Form 8-K during the three months ended June
30, 2000.

Chelsea GCA Realty Partnership, L.P.

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.

| | CHELSEA GCA REALTY PARTNERSHIP, L.P.
By:/s/   Michael J. Clarke
        Michael J. Clarke
        Chief Financial Officer
| | -------------------------------------------------------------------------------------------------------------------------

Date:  August 11, 2000