---

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

FORM 10-Q/A

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

For the quarterly period ended March 31, 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 YesX No.

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

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Chelsea GCA Realty Partnership, L.P.
Index

Part I. Financial Information

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

| | Condensed Consolidated Balance Sheets
              as of March 31, 2000 and December 31, 1999
         Condensed Consolidated Statements of Income
              for the three months ended March 31, 2000 and 1999
         Condensed Consolidated Statements of Cash Flows
              for the three months ended March 31, 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
Item 3.  Quantitative and Qualitative Disclosures about Market RiskPart II.  Other Information
Item 6.  Exhibits and Reports on Form 8-K
Signatures |  | 10
  14
  15
  16
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------

Item 1. Financial Statements

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

`March 31,           December 31,
                                                       2000                  1999
                                                    -------------        ------------
                                                    (Unaudited)            (Note 1)
Assets
Rental properties:
     Land........................................    $ 119,040             $ 118,494
     Depreciable property........................      741,442               730,319
                                                    -----------          ------------
Total rental property............................      860,482               848,813
Accumulated depreciation.........................     (147,166)             (138,221)
                                                    -----------          ------------

Rental properties, net...........................      713,316               710,592
Cash and equivalents.............................       20,806                 8,862
Notes receivable-related party...................        2,201                 2,213
Deferred costs, net..............................       13,285                14,290
Properties held for sale.........................            -                 3,388
Other assets.....................................       59,229                66,710
                                                    ----------          -------------
Total assets.....................................    $ 808,837             $ 806,055
                                                    ===========         =============

Liabilities and partners' capital
Liabilities:
     Unsecured bank debt.........................    $ 131,035             $ 131,035
     7.75% Unsecured Notes due 2001..............       99,925                99,905
     Construction loan due 2003..................        1,319                     -
     7.25% Unsecured Notes due 2007..............      124,752               124,744
     Construction payables.......................        9,432                 9,277
     Accounts payable and accrued expenses.......       23,977                27,127
     Obligation under capital lease..............        3,039                 3,233
     Accrued distribution payable................       15,862                 3,813
     Other liabilities...........................       24,631                27,064
                                                    -----------         -------------
Total liabilities................................      433,972               426,198

Commitments and contingencies

Partners' capital:
     General partner units outstanding, 15,935
      in 2000 and 15,932 in 1999.................      273,182               277,296
     Limited partners units outstanding, 3,356
      in 2000 and 3,357 in 1999..................       38,368                39,246
     Preferred partners units outstanding, 1,300
       in 2000 and 1999..........................       63,315                63,315
                                                    -----------         -------------

Total partners' capital..........................      374,865               379,857
                                                    -----------         -------------
Total liabilities and partners' capital..........    $ 808,837             $ 806,055
                                                    ===========         =============`

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

# Chelsea GCA Realty Partnership, L.P.

# (Unaudited)

# (In thousands, except per unit data)

`2000                  1999
                                                    -------------       -----------

Revenues:
   Base rent.....................................      $26,251               $24,555
   Percentage rent...............................        2,566                 2,371
   Expense reimbursements........................        8,774                 8,192
   Other income..................................        2,003                 1,845
                                                    -----------         -------------
Total revenues...................................       39,594                36,963
                                                    -----------         -------------

Expenses:
   Interest......................................        5,637                 6,283
   Operating and maintenance.....................        9,855                 9,151
   Depreciation and amortization.................       10,878                 9,924
   General and administrative....................          758                 1,139
   Other.........................................          538                   418
                                                    -----------         -------------
Total expenses...................................       27,666                26,915
                                                    -----------         -------------

Net income.......................................       11,928               $10,048
Preferred unit requirement                              (2,509)               (1,047)
                                                    -----------         -------------
Net income to common unitholders.................       $9,419                $9,001
                                                    ===========         =============

Net income to common unitholders:
     General partner.............................       $7,780                $7,380
     Limited partners............................        1,639                 1,621
                                                    -----------         -------------
Total............................................       $9,419                $9,001
                                                    ============        =============

Net income per common unit:
     General partner.............................        $0.49                 $0.47
     Limited partners............................        $0.49                 $0.47

Weighted average units outstanding:
     General partner.............................       15,935                15,608
     Limited partners............................        3,356                 3,429
                                                    ------------        -------------
Total............................................       19,291                19,037`

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 Three Months Ended March 31, 2000 and 1999
(Unaudited)(In thousands)

`2000                1999
                                                    --------------      -------------
   Cash flows from operating activities
   Net income....................................      $11,928               $10,048
   Adjustments to reconcile net income to net
      cash provided by operating activities:
       Depreciation and amortization.............       10,878                 9,924
       Proceeds from non-compete receivable......        4,600                 4,600
       Amortization of non-compete revenue.......       (1,284)               (1,284)
       Additions to deferred lease costs.........          -                    (101)
       Other operating activities................          185                    29
       Changes in assets and liabilities:
         Straight-line rent receivable...........         (401)                 (335)
         Other assets............................        4,582                 6,142
         Accounts payable and accrued expenses...       (3,426)               (2,936)
                                                    -----------         -------------
   Net cash provided by operating activities.....       27,062                26,087
                                                    ------------        -------------

   Cash flows used in investing activities
   Additions to rental properties................      (12,433)              (13,803)
   Additions to deferred development costs.......           89                  (359)
   Proceeds from sale of center..................        3,372                 4,483
   Payments from related party...................           12                 4,500
   Additions to investments in joint ventures....       (2,180)              (13,153)
                                                    ------------        -------------
   Net cash used in investing activities.........      (11,140)              (18,332)
                                                    ------------        -------------

   Cash flows from financing activities
   Distributions.................................       (4,928)               (3,414)
   Debt proceeds.................................        1,319                 4,000
   Additions to deferred financing costs.........         (426)                  (90)
   Net proceeds from sale of common stock........           57                    37
                                                    ------------        -------------
   Net cash (used in) provided by financing
     activities.................................        (3,978)                  533
                                                    ------------        -------------

   Net increase in cash and cash equivalents.....       11,944                 8,288
   Cash and cash equivalents, beginning of
     period......................................        8,862                 9,631
                                                    -----------         -------------
   Cash and cash equivalents, end of period......      $20,806               $17,919
                                                    ===========         =============`

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 March 31, 2000, the Operating
Partnership operated 19 centers in 11 states (the Properties)
containing approximately 5.3 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, Portland (Oregon) and Cleveland, or at or near tourist
destinations including Honolulu, the Napa Valley, Palm Springs and the Monterey
Peninsula. The Operating Partnership also has a number of properties under
development and expansion. The sole general partner in the Operating
Partnership, Chelsea GCA Realty, Inc. (the Company), is a
self-administered and self-managed Real Estate Investment Trust.

Common ownership of the OP as of March 31, 2000 was
approximately as follows:

| | General Partner
                          Limited Partners
                               Total |  | 82.6%17.4%100.0% |  | 15,935,000    units3,356,000   units19,291,000
| | ----------------------------------------------------------------------------------------------- |  | ---------------- |  | ----------------------------------------------

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 month period
ended March 31, 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 Company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 of
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 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 second 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 material effect of its results of operations or financial
position.

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. For the quarter ended March 31, 2000, Solvang accounted
for less than 1% of the Companys revenues and net operating income.

3. 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 $1.3 million has been recognized as
other income in each of the three month periods ended March 31, 2000 and 1999.

4. 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%
(7.19% at March 31, 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 March 31, 2000, $94 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 November 1998, the OP obtained a $60 million term loan which
expired April 2000 and bore interest on the outstanding balance at a rate equal
to LIBOR plus 1.40% (7.59% at March 31, 2000).

In April 2000 a subsidiary of the OP entered into a $70 million
mortgage loan secured by four of its properties which matures April 2010 and
bears interest, payable quarterly, at a rate equal to LIBOR plus 1.50% 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.

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% (7.70% at March 31,
2000) and is guaranteed by the Company and the OP. At March 31, 2000, $1.3
million was outstanding.

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.

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.

Interest and loan costs of approximately $1.1 million and $0.6
million were capitalized as development costs during the three months ended
March 31, 2000 and 1999, respectively.

5. Partners Capital

`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)............         57                -            -                57
Net income..............................      8,827            3,101            -            11,928
Common distributions....................    (11,951)          (2,517)           -           (14,468)
Preferred distribution..................     (1,047)          (1,462)           -            (2,509)
                                         ------------    -------------    --------------   --------------
Balance March 31, 1999..................   $273,182          $38,368           $63,315         $374,865
                                         ============    =============    ==============   ==============`

6. 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 OP after ten years. Proceeds from
the sale were used to pay down borrowings under the Senior Credit Facility.

7. 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. Net
proceeds from the offering were used to repay borrowings under the
Companys Credit Facilities.

8. Distributions

On March 9, 2000, the Board of Directors of the Company declared
a $0.75 per unit cash distribution to unitholders of record on March 31, 2000.
The distribution, totaling $14.5 million, was paid on April 17, 2000.

9. 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.

10. 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.

11. Commitments and Contingencies

The OP has minority interests ranging from 5% to 15% in several
outlet centers and outlet development projects in Europe. Two outlet centers,
Bicester Village outside of London, England and La Roca Company Stores outside
of Barcelona, 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 Companys total investment in Europe as of March 31,
2000 was approximately $4.6 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, an affiliate, 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 March
31, 2000, the OP has provided guarantees of approximately $20 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, known as Chelsea Japan Co.,
Ltd. (Chelsea Japan) is nearing completion of its initial project,
in the city of Gotemba. 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. At March 31, 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 March 31, 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. In November 1999, construction began on the 220,000 square-foot
first phase of Gotemba Premium Outlets with opening scheduled for mid-2000.
Gotemba is located on the Tomei Expressway, approximately 60 miles west of Tokyo
and midway between Mt. Fuji and the Hakone resort area. Chelsea Japan has also
started construction on a second project outside Osaka, the second-largest city
in Japan, to open in late 2000.

Construction is nearly complete on Orlando Premium Outlets
(OPO), a 430,000 square foot 50/50 joint venture project between the
OP and Simon. OPO is located on Interstate 4, midway between Walt Disney
World/EPCOT and Sea World in Orlando, Florida and is scheduled to open the end
of May 2000. 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 March 31, 2000, $35.4 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.

12. 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 March
31, 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, 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 April 1, 1999 to March 31, 2000, the OP grew by increasing
rent at its existing centers resulting in base rent revenue growth of $0.2
million and expanding its existing centers resulting in base rent revenue growth
of $1.4 million. The OP operated 19 manufacturers outlet centers at March
31, 2000 and March 31, 1999. The OPs operating gross leasable area (GLA)
at March 31, 2000, increased 7.3% to 5.3 million square feet from 4.9 million
square feet at March 31, 1999. Net GLA added since April 1, 1999 is detailed as
follows:

`12 mos ended     3 mos ended    9 mos ended
                                         March 31,       March 31,     December 31,
                                           2000             2000           1999
                                       -------------    -------------  -------------
Changes in GLA (sf in 000's):

Centers expanded:
    Wrentham Village..................        120                -            120
    North Georgia.....................        103                -            103
    Leesburg Corner...................         89               34             55
    Camarillo.........................         45                -             45
    Other (net).......................          2                -              2
                                         ------------    -------------  -------------
Total centers expanded................        359               34            325

Net GLA added during the period.......        359               34            325

GLA at end of period..................      5,250            5,250          5,216`

Results of Operations

Comparison of the three months ended March 31, 2000 to the
three months ended March 31, 1999.

Net income increased $1.9 million to $11.9 million for the three
months ended March 31, 2000 from $10.0 million for the three months ended March
31, 1999. Increases in revenues, primarily the result of expansions, were offset
by increased depreciation and amortization.

Base rentals increased $1.7 million, or 6.9%, to $26.3 million
for the three months ended March 31, 2000 from $24.6 million for the three
months ended March 31, 1999 due to expansions and higher average rents on new
leases and renewals.

Percentage rents increased $0.2 million to $2.6 million for the
three months ended March 31, 2000, from $2.4 million for the three months ended
March 31, 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 $0.6 million, or 7.1%, to $8.8
million for the three months ended March 31, 2000 from $8.2 million for the
three months ended March 31, 1999, due to the recovery of operating and
maintenance costs from increased GLA. The average recovery of reimbursable
expenses was 89.0% in the first quarter of 2000, compared to 89.5% in the first
quarter of 1999.

Other income increased $0.2 million to $2.0 million for the
three months ended March 31, 2000, from $1.8 million for the three months ended
March 31, 1999. The increase is primarily the result of income from center
ancillary operations including vending and kiosks.

Interest in excess of amounts capitalized decreased $0.7 million
to $5.6 million for the three months ended March 31, 2000 from $6.3 million for
the three months ended March 31, 1999 primarily due to lower debt balances in
the first quarter 2000.

Operating and maintenance expenses increased $0.7 million, or
7.7%, to $9.9 million for the three months ended March 31, 2000 from $9.2
million for the three months ended March 31, 1999. The increase was primarily
due to costs related to expansions.

Depreciation and amortization expense increased $1.0 million, or
9.6%, to $10.9 million for the three months ended March 31, 2000 from $9.9
million for the three months ended March 31, 1999. The increase was due to
depreciation of expansions.

General and administrative expense decreased $0.4 million to
$0.7 million for the three months ended March 31, 2000 from $1.1 million for the
three months ended March 31, 1999 primarily due to decreased accrual for
deferred incentive compensation.

Other expenses increased $0.1 million to $0.5 million for the
three months ended March 31, 2000 from $0.4 million for the three months ended
March 31, 1999. The increase was primarily due to the impact of legal fee
recoveries in 1999.

Liquidity and Capital Resources

The OP believes it has adequate financial resources to fund
operating expenses, distributions, and planned development and construction
activities over the short-term, which is less than 12 months and the long-term,
which is 12 months or more. 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 $20.8 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 totaling 4
billion yen (US $40 million) for the OPs share of project costs in Japan;
and approximately $94 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.

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 retenanting and lease renewal tenant improvement costs, as well as
capital expenditures to maintain the quality of its centers.

Common distributions declared and recorded during the three
months ended March 31, 2000 were $14.5 million, or $0.75 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 73.1% for the three months ended
March 31, 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. 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%
(7.19% at March 31, 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 March 31, 2000, $94 million was available under the Senior
Credit Facility.

In November 1998, the OP obtained a $60 million term loan which
expired April 2000 and bore interest on the outstanding balance at a rate equal
to LIBOR plus 1.40% (7.59% at March 31, 2000). In April 2000 a subsidiary of the
OP entered into a $70 million mortgage loan secured by four of its properties
which matures April 2010 and bears interest, payable quarterly, at a rate equal
to LIBOR plus 1.50% 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, Chelsea Allen Development L.P., 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% (7.70% at March 31, 2000) and is guaranteed by the Company and the OP. At
March 31, 2000, $1.3 million was outstanding.

Development activity during the year includes the 430,000
square-foot Orlando Premium Outlets scheduled to open 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 scheduled to open in mid-July 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 285,000 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); 105,000 square feet
at Leesburg Corner Premium Outlets (Leesburg, Virginia); and 55,000 square feet
at Folsom Premium Outlets (Folsom, California). 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.

Construction is nearly complete on Orlando Premium Outlets
(OPO), a 430,000 square-foot upscale outlet center located on
Interstate 4 midway between Walt Disney World/EPCOT and Sea World in Orlando,
Florida. OPO is a joint venture project between the OP and Simon and is
scheduled to open as a single phase in mid-2000. In February 1999, the joint
venture entered into a $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 March 31, 2000, $35.4 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, known as Chelsea Japan Co.,
Ltd. (Chelsea Japan) is nearing completion of its initial project,
in the city of Gotemba. In conjunction with the agreement, the OP contributed
$1.7 million in equity. In addition, an Chelsea International Operating Corp., a
subsidiary 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 March 31, 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 March 31, 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. In November 1999, construction began
on the 220,000 square-foot first phase of Gotemba Premium Outlets with opening
scheduled for mid-2000. Gotemba is located on the Tomei Expressway,
approximately 60 miles west of Tokyo and midway between Mt. Fuji and the Hakone
resort area. Chelsea Japan has also started construction on a second project
outside Osaka, the second-largest city in Japan, 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. Two outlet centers,
Bicester Village outside of London, England and La Roca Company Stores outside
of Barcelona, 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 Companys total investment in Europe as of March 31,
2000 was approximately $4.6 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, an affiliate, 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 March
31, 2000, the OP has provided guarantees of approximately $20 million for three
projects.

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 $1.0 million
for the three months ended March 31, 2000 compared to the corresponding 1999
period, primarily due to the growth of the Companys GLA to 5.3 million
square feet in 2000 from 4.9 million square feet in 1999. Net cash used in
investing activities decreased $7.2 million for the three months ended March 31,
2000 compared to the corresponding 1999 period, as a result of decreased equity
requirements of joint venture activities offset by the receipt of payment on a
note receivable in 1999. At March 31, 2000, net cash used in financing
activities increased by $4.5 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 Company. The White Paper on Funds
from Operations (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
                                                                 March 31,
                                                             2000            1999
                                                          ----------      ----------

Net income to common unitholders ......................    $9,419            $9,001
Add back:
  Depreciation and amortization........................    10,878             9,924
  Amortization of deferred financing costs and
    depreciation of non-rental real estate assets......      (508)             (435)
                                                         ----------       ----------
FFO....................................................   $19,789           $18,490
                                                         ==========       ==========

Average units outstanding..............................    19,291            19,037

Distributions declared per unit........................     $0.75             $0.72`

## 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 US Treasury and LIBOR
rates would adversely affect the Companys annual interest cost by
approximately $1.3 million annually.

Following is a summary of the OPs debt obligations at
March 31, 2000 (in thousands):

`Expected Maturity Date
                        -----------------------------------------------------------------
                           2000      2001       2002      2003       2004    Thereafter     Total   Fair Value
                           ----      ----       ----      ----       ----    ----------     -----   ----------
Fixed Rate Debt:              -   $99,925          -         -          -    $124,752     $224,677  $212,905
Average Interest Rate:        -     7.75%          -         -          -       7.25%        7.47%
Variable Rate Debt:     $60,000         -          -   $72,354          -          -      $132,354  $132,354
Average Interest Rate:    7.59%         -          -     7.22%          -          -         7.39%`

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 March
31, 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 amendment to the 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:  September 20, 2000