<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

(Mark One)

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


            FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

                                       OR

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


                       COMMISSION FILE NUMBER 33-98372-01


                            SPIEKER PROPERTIES, L.P.

--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             CALIFORNIA                                 94-3188774
--------------------------------------     -------------------------------------
   (State or other jurisdiction of                     (IRS Employer
   incorporation or organization)                    Identification No.)


     2180 SAND HILL ROAD, MENLO PARK, CA                   94025
-----------------------------------------------   ------------------------------
    (Address of principal executive offices)            (Zip code)


                                 (650) 854-5600
                         ------------------------------
              (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    .
                                      -----   -----




Page 1 of 23
Exhibit Index is located on Page 22


<PAGE>   2

                            SPIEKER PROPERTIES, L.P.

            QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 1997

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
PART I.           FINANCIAL INFORMATION                                                                        Page No.
<S>              <C>                                                                                            <C>

     Item 1.     Financial Statements........................................................................     3

                 Consolidated Balance Sheets as of September 30, 1997, and December 31, 1996.................     4
                 Consolidated Statements of Operations for the Three and Nine Months
                      Ended September 30, 1997 and 1996......................................................     6
                 Consolidated Statement of Partners' Capital for the Nine Months
                      Ended September 30, 1997...............................................................     7
                 Consolidated Statements of Cash Flows for the Nine Months
                      Ended September 30, 1997 and 1996......................................................     8
                 Notes to Consolidated Financial Statements..................................................     9

     Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations.......    16

PART II.         OTHER INFORMATION

     Item 6.     Exhibits and Reports on Form 8-K............................................................    22
     Signatures  ............................................................................................    23
</TABLE>


                                        2


<PAGE>   3

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


Attached are the following financial statements of Spieker Properties, L.P. (the
"Operating Partnership"):

       (i)    Consolidated Balance Sheets as of September 30, 1997, and December
              31, 1996
       (ii)   Consolidated Statements of Operations for the Three and Nine
              Months Ended September 30, 1997 and 1996
       (iii)  Consolidated Statement of Partners' Capital for the Nine Months
              Ended September 30, 1997
       (iv)   Consolidated Statements of Cash Flows for the Nine Months Ended
              September 30, 1997 and 1996 
       (v)    Notes to Consolidated Financial Statements

The financial statements referred to above should be read in conjunction with
the Operating Partnership's Annual Report on the Form 10-K for the year ended
December 31, 1996.



                                        3

<PAGE>   4

                            SPIEKER PROPERTIES, L.P.

                           CONSOLIDATED BALANCE SHEETS
                 AS OF SEPTEMBER 30, 1997, AND DECEMBER 31, 1996
                             (dollars in thousands)

                                     ASSETS


<TABLE>
<CAPTION>
                                                      September 30, 1997   December 31, 1996
                                                      ------------------   -----------------
                                                         (unaudited)
<S>                                                      <C>                <C>    
INVESTMENTS IN REAL ESTATE
   Land, land improvements and leasehold interests        $   537,642        $   338,445
   Buildings and improvements                               1,631,077            944,646
   Construction in progress                                    78,313             31,969
                                                          -----------        -----------
                                                            2,247,032          1,315,060
   Less - Accumulated depreciation                           (152,676)          (127,701)
                                                          -----------        -----------
                                                            2,094,356          1,187,359
   Investments in mortgages                                    31,454             14,381
   Property held for disposition, net                          49,239            117,732
                                                          -----------        -----------

        Net investments in real estate                      2,175,049          1,319,472


CASH AND CASH EQUIVALENTS                                      38,786             29,336


ACCOUNTS RECEIVABLE                                             5,012              3,799


DEFERRED RENT RECEIVABLE                                        4,468              3,242


RECEIVABLE FROM AFFILIATES                                         41                117


DEFERRED FINANCING AND LEASING COSTS, net of
   accumulated amortization of $9,102 and $7,682
   as of September 30, 1997, and December 31, 1996,
   respectively                                                26,453             15,860


FURNITURE, FIXTURES AND EQUIPMENT, net                          2,968              2,386


PREPAID EXPENSES AND OTHER ASSETS                              26,490             16,102
                                                          -----------        -----------

                                                          $ 2,279,267        $ 1,390,314
                                                          ===========        ===========
</TABLE>


        The accompanying notes are an integral part of these statements.


                                       4

<PAGE>   5

                            SPIEKER PROPERTIES, L.P.

                           CONSOLIDATED BALANCE SHEETS
                 AS OF SEPTEMBER 30, 1997, AND DECEMBER 31, 1996
                             (dollars in thousands)

                        LIABILITIES AND PARTNERS' CAPITAL


<TABLE>
<CAPTION>
                                                                        September 30, 1997    December 31, 1996
                                                                        ------------------    -----------------
                                                                          (unaudited)
<S>                                                                        <C>                  <C>   
DEBT
   Unsecured notes                                                          $   935,000          $   635,000
   Unsecured line of credit                                                     138,000               39,000
   Mortgage loans                                                                84,863               45,997
                                                                            -----------          -----------
        Total debt                                                            1,157,863              719,997
                                                                            -----------          -----------

ASSESSMENT BONDS PAYABLE                                                          6,778                4,758

ACCOUNTS PAYABLE                                                                  7,032                3,258

ACCRUED REAL ESTATE TAXES                                                         6,614                  731

ACCRUED INTEREST                                                                 16,388               10,471

UNEARNED RENTAL INCOME                                                           10,263                6,345

PARTNER DISTRIBUTIONS PAYABLE                                                    26,195               18,660

OTHER ACCRUED EXPENSES AND LIABILITIES                                           25,590               16,406
                                                                            -----------          -----------
   Total liabilities                                                          1,256,723              780,626
                                                                            -----------          -----------


MINORITY INTERESTS                                                               (1,265)              (1,240)
                                                                            -----------          -----------


COMMITMENTS AND CONTINGENCIES                                                      --                   --


PARTNERS' CAPITAL
   General Partners, including a liquidation preference of $131,250             949,789              563,928
   Limited Partners                                                              74,020               47,000
                                                                            -----------          -----------
        Total Partners' Capital                                               1,023,809              610,928
                                                                            -----------          -----------

                                                                            $ 2,279,267          $ 1,390,314
                                                                            ===========          ===========
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       5

<PAGE>   6

                            SPIEKER PROPERTIES, L.P.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997, and 1996
                   (dollars in thousands, except unit amounts)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                 Three Months Ended          Nine Months Ended
                                                               ----------------------    ----------------------
                                                                     September 30             September 30
                                                                  1997         1996         1997         1996
                                                               ---------    ---------    ---------    ---------
<S>                                                           <C>          <C>          <C>          <C>      
REVENUES
   Rental income                                               $  82,504    $  51,079    $ 221,424    $ 142,131
   Interest and other income                                       1,392        1,064        4,767        3,026
                                                               ---------    ---------    ---------    ---------
                                                                  83,896       52,143      226,191      145,157
                                                               ---------    ---------    ---------    ---------
OPERATING EXPENSES
   Rental expenses                                                17,431        9,578       44,514       24,351
   Real estate taxes                                               6,038        3,989       17,077       11,292
   Interest expense, including amortization of finance costs      16,214        9,761       40,914       26,443
   Depreciation and amortization                                  13,442       10,033       36,457       27,373
   General and administrative and other expenses                   3,720        2,686       10,255        7,491
                                                               ---------    ---------    ---------    ---------
                                                                  56,845       36,047      149,217       96,950
                                                               ---------    ---------    ---------    ---------
   Income from operations before disposition of property and
    minority interests
                                                                  27,051       16,096       76,974       48,207
                                                               ---------    ---------    ---------    ---------

GAIN ON DISPOSITION OF PROPERTY                                    3,937       (1,483)      18,117       (1,483)
                                                               ---------    ---------    ---------    ---------

   Income from operations before minority interests               30,988       14,613       95,091       46,724
                                                               ---------    ---------    ---------    ---------

MINORITY INTERESTS' SHARE IN NET INCOME                               (4)          (4)         (13)          (6)
                                                               ---------    ---------    ---------    ---------
   Net income                                                  $  30,984    $  14,609    $  95,078    $  46,718
                                                               =========    =========    =========    =========

   General Partner                                             $  27,303    $  12,787    $  83,587    $  40,603
   Limited Partner                                                 3,681        1,822       11,491        6,115
                                                               ---------    ---------    ---------    ---------
     Totals                                                    $  30,984    $  14,609    $  95,078    $  46,718
                                                               =========    =========    =========    =========

NET INCOME PER OPERATING PARTNERSHIP UNIT                      $     .55    $     .34    $    1.72    $    1.11
                                                               =========    =========    =========    =========

DISTRIBUTIONS PER OPERATING PARTNERSHIP UNIT
   General Partner                                             $     .47    $     .50    $    1.45    $    1.56
                                                               =========    =========    =========    =========
   Limited Partner                                             $     .47    $     .43    $    1.41    $    1.29
                                                               =========    =========    =========    =========
</TABLE>



        The accompanying notes are an integral part of these statements.

                                       6



<PAGE>   7

                            SPIEKER PROPERTIES, L.P.

                   CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                             (dollars in thousands)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                            General      Limited        General         Limited 
                                                         Partner Units  Partner Units   Partner         Partner         Total
                                                         -------------  -------------  -----------    -----------    -----------

<S>                                                        <C>            <C>          <C>            <C>            <C>        
BALANCE AT DECEMBER 31, 1996                               36,749,489     6,549,819    $   563,928    $    47,000    $   610,928
   Contribution-Proceeds from sale of Common Stock
                                                           11,500,000            --        374,835             --        374,835
   Acquisition of limited partnership interests
                                                                   --       756,855             --         26,072         26,072
   Conversion of Operating Partnership Units to Common
     Stock                                                     91,880       (91,880)            --             --             --
   Conversion of Operating Partnership Units - Employee
     Stock Incentive Pool                                      14,984       (14,984)           524           (524)            --
   Sale of Operating Partnership Units                             --           775             --             25             25
   Non-cash compensation merit fund                                --            --            177             27            204
   Restricted stock grant                                      25,913            --             --             --             --
   Exercise of stock options                                  109,625            --          2,245             --          2,245
   Amortization of deferred compensation                           --            --            393             --            393
   Partner Distributions                                           --            --        (75,900)       (10,071)       (85,971)
   Net income                                                      --            --         83,587         11,491         95,078
                                                          -----------   -----------    -----------    -----------    -----------

BALANCE AT SEPTEMBER 30, 1997                              48,491,891     7,200,585    $   949,789    $    74,020    $ 1,023,809
                                                          ===========   ===========    ===========    ===========    ===========
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       7
<PAGE>   8

                            SPIEKER PROPERTIES, L.P.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 and 1996
                             (dollars in thousands)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                  Nine Months
                                                                                Ended September 30
                                                                                1997         1996
                                                                             ---------    ---------
<S>                                                                          <C>          <C>      
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Income                                                                $  95,078    $  46,718
   Adjustments to reconcile net income to net cash provided by
     operating activities-
   Depreciation and amortization                                                36,457       27,373
   Amortization of prepaid interest and deferred financing costs                   848          956
   Non-cash compensation                                                           597          381
   Minority share of net income                                                     13            6
   Gain on disposition of property                                             (18,117)       1,483
   (Increase) decrease in deferred rent receivable                              (1,406)         307
   Increase in accounts receivable                                              (1,213)          (2)
   Decrease in receivable from affiliates                                           76          277
   (Increase) decrease in prepaid expenses and other assets                    (11,973)       1,239
   Decrease in assessment bonds payable                                           (624)        (573)
   Increase (decrease) in accounts payable                                       3,774         (185)
   Increase in accrued real estate taxes                                         5,883        4,512
   Increase in accrued interest                                                  5,917        7,148
   Increase in other accrued expenses and liabilities                            9,184        2,520
   Increase (decrease) in unearned rental income                                 3,918         (562)
                                                                             ---------    ---------
        Net cash provided by operating activities                              128,412       91,598
                                                                             ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES
   Additions to properties                                                    (872,246)    (253,374)
   Additions to leasing costs                                                   (5,541)      (4,288)
   Additions to investment in mortgages                                        (17,073)     (14,342)
   Proceeds from disposal of property                                          100,115        2,001
                                                                             ---------    ---------
        Net cash used for investing activities                                (794,745)    (270,003)
                                                                             ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from debt                                                          708,000      513,050
   Payments on debt                                                           (321,986)    (407,151)
   Payment of financing fees                                                    (8,862)      (2,250)
   Partner distributions                                                       (78,474)     (60,463)
   Capital contributions  - stock offerings                                    374,835      151,331
   Capital contributions  - stock options exercised                              2,245          856
   Proceeds from the sale of limited partnership units                              25           --
                                                                             ---------    ---------
        Net cash provided by financing activities                              675,783      195,373
                                                                             ---------    ---------
        Net (decrease) increase in cash and cash equivalents                     9,450       16,968
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                29,336        7,573
                                                                             ---------    ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                   $  38,786    $  24,541
                                                                             =========    =========
SUPPLEMENTAL CASH FLOW DISCLOSURE
   Cash paid for interest                                                       38,416       20,181
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
Debt assumed in relation to property acquisitions                               51,852           --
Increase to land and assessment bonds payable                                    2,644          609
Limited partnership interest recorded in relation to property acquisitions      26,072           --
Write-off of fully depreciated property                                          4,973       12,979
Write-off of fully amortized deferred financing and leasing costs                6,591        4,098
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       8
<PAGE>   9

                            SPIEKER PROPERTIES, L.P.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1997 and 1996
                        (in thousands, except share data)
                                   (UNAUDITED)


1. ORGANIZATION AND BASIS OF PRESENTATION

   Spieker Properties, L.P.

   Spieker Properties, L.P. (the "Operating Partnership") was formed on November
   10, 1993, and commenced operations on November 19, 1993, when Spieker
   Properties, Inc. (the "Company") completed its initial public offering
   ("IPO") on November 18, 1993. The Company qualifies as a real estate
   investment trust ("REIT") under the Internal Revenue Code of 1986 (the
   "Code"), as amended. As of September 30, 1997, the Company owned an
   approximate 87.1 percent general partnership interest in the Operating
   Partnership.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Consolidation

   The consolidated financial statements include the consolidated financial
   position of the Operating Partnership and its subsidiaries as of September
   30, 1997, and December 31, 1996, and its consolidated results of operations
   for the three and nine months ended September 30, 1997 and 1996 and its
   consolidated cash flows for the nine months ended September 30, 1997 and
   1996. All significant intercompany balances and transactions have been
   eliminated in the consolidated financial statements.

   Interim Financial Information

   The consolidated financial statements have been prepared pursuant to the
   rules and regulations of the Securities and Exchange Commission ("SEC") and,
   in management's opinion, include all adjustments necessary for a fair
   presentation of results for such interim periods. Certain information and
   note disclosures normally included in annual financial statements prepared in
   accordance with generally accepted accounting principles have been condensed
   or omitted pursuant to SEC rules or regulations; however, the Operating
   Partnership believes that adequate disclosures have been made.

   The interim results for the three and nine months ended September 30, 1997
   and 1996, are not necessarily indicative of results for the full year. It is
   suggested that these financial statements be read in conjunction with the
   consolidated financial statements and notes thereto included in the Operating
   Partnership's Annual Report on Form 10-K for the year ended December 31,
   1996.

   Properties

   Properties are recorded at cost and are depreciated using the straight-line
   method over the estimated useful lives of the properties. The estimated lives
   are as follows:

<TABLE>

<S>                                                <C>       
       Land improvements and leasehold interests   18 to 40 years
       Buildings and improvements                  10 to 40 years
       Tenant improvements                         Term of the related lease
</TABLE>

   The cost of buildings and improvements includes the purchase price of the
   property or interests in property, legal fees, acquisition costs and
   interest, property taxes and other costs incurred during the period of
   construction.


                                       9
<PAGE>   10

   Expenditures for maintenance and repairs are charged to operations as
   incurred. Significant renovations or betterments which extend the economic
   useful life of assets are capitalized.

   Investments in real estate are stated at the lower of depreciated cost or
   estimated fair value. Fair value for financial reporting purposes is
   evaluated periodically by the Operating Partnership on a property by property
   basis using undiscounted cash flow. If a potential impairment is identified,
   it is measured by the property's fair value based on either sales comparables
   or the net cash expected to be generated by the property, less estimated
   carrying costs (including interest) throughout the anticipated holding
   period, plus the estimated cash proceeds from the ultimate disposition of the
   property. To the extent that the carrying value exceeds the estimated fair
   value, a provision for decrease in net realizable value is recorded.
   Estimated fair value is not necessarily an indication of a property's current
   value or the amount that will be realized upon the ultimate disposition of
   the property. As of September 30, 1997, and December 31, 1996, none of the
   carrying values of the properties exceeded their estimated fair values. As of
   September 30, 1997, and December 31, 1996, the properties are located
   primarily in California, Oregon and Washington. As a result of this
   geographic concentration, the operations of these properties could be
   adversely affected by a recession or general economic downturn in the areas
   where these properties are located.

   The Operating Partnership owns four mortgage loans that are secured by real
   estate. Two of the four loans are with an affiliate of the Operating
   Partnership (see note 3). The Operating Partnership assesses possible
   impairment of these loans by reviewing the fair value of the underlying real
   estate. As of September 30, 1997, the fair value of the underlying real
   estate was in excess of the Operating Partnership's book value of the
   mortgage loans.

   Construction in Progress

   Project costs clearly associated with the development and construction of a
   real estate project are capitalized as construction in progress. In addition,
   interest, real estate taxes and other costs are capitalized during the period
   in which activities necessary to get the property ready for its intended use
   are in progress.

   Ground Leases

   The land on which three of the Operating Partnership's properties are located
   is owned by Stanford University and is subject to ground leases. The ground
   leases expire in 2039 or 2040 and, unless the leases are extended, the use of
   the land, together with all improvements, will revert back to Stanford
   University. The former owners of the three properties prepaid the ground
   leases through 2011, 2012 and 2017; thereafter, the Operating Partnership
   will be responsible for the ground lease payments, as defined under the terms
   of the leases. These ground lease payments have been segregated from the
   total purchase price of the properties, capitalized as leasehold interests in
   the accompanying consolidated balance sheet, and are being amortized ratably
   over the terms of the related original prepayment periods (18 to 24 years).

   In addition, the Operating Partnership has entered into operating ground
   leases on certain land parcels with periods ranging from 16 to 53 years,
   certain of the operating ground leases contain purchase options.

   Cash and Cash Equivalents

   Highly liquid investments with an original maturity of three months or less
   when purchased are classified as cash equivalents.

   Deferred Financing and Leasing Costs

   Costs incurred in connection with financing or leasing are capitalized and
   amortized on a straight-line basis over the term of the related loan or lease
   for periods ranging from 1 to 30 years. Unamortized financing and leasing
   costs are charged to expense upon the early termination of the lease or upon
   early payment of financing.



                                       10
<PAGE>   11

   Fair Value of Financial Investments

   Based on the borrowing rates currently available to the Operating
   Partnership, the carrying amount of debt approximates fair value. Cash and
   cash equivalents consist of demand deposits, certificates of deposit,
   overnight repurchase agreements, and investments in money market funds, with
   financial institutions. The carrying amount of cash and cash equivalents
   approximates fair value.

   Minority Interest

   Minority interest in the Operating Partnership represents a 10.0 percent
   interest in one property and a 7.5 percent interest in another property held
   by outside interests.

   Revenues

   All leases are classified as operating leases. Rental income is recognized on
   the straight-line basis over the terms of the leases. Deferred rent
   receivable represents the excess of rental revenue recognized on a
   straight-line basis over cash received under the applicable lease provisions.

   Interest and Other Income

   Interest and other income includes interest income on cash, cash equivalents,
   investments in mortgages, and management fee income.

   Net Income (Loss) Per Operating Partnership Unit

   Per unit amounts for the Operating Partnership are computed using the
   weighted average units outstanding during the period, including the dilutive
   effect of stock options. The weighted average units outstanding for the three
   and nine months ended September 30, 1997 and 1996, are as follows:

<TABLE>
<CAPTION>
                           General Partner Units       Limited Partner Units
                           ---------------------       ---------------------
<S>                                <C>                          <C>      
Three months ended:
   September 30, 1997              49,258,379                   7,200,585
   September 30, 1996              36,947,829                   6,549,819

Nine months ended:
   September 30, 1997              47,986,750                   7,150,682
   September 30, 1996              35,499,627                   6,549,819

</TABLE>


                                       11
<PAGE>   12

   In March 1997, the Financial Accounting Standards Board issued Statement of
   Financial Accounting Standard No. 128 ("SFAS No. 128"), Earnings Per Share.
   SFAS No. 128 requires the disclosure of basic earnings per share and modifies
   existing guidance for computing fully diluted earnings per share. Under the
   new standard, basic earnings per share is computed as earnings divided by
   weighted average shares, excluding the dilutive effects of stock options and
   other potentially dilutive securities. The effective date of SFAS No. 128 is
   December 15, 1997, and early adoption is not permitted. The Operating
   Partnership intends to adopt SFAS No. 128 during the quarter and year ended
   December 31, 1997. Had the provisions of SFAS No. 128 been applied to the
   Operating Partnership's results of operations for the three months ended
   September 30, 1997 and 1996, the Operating Partnership's basic earnings per
   unit would have been $.56 and $.34 per unit, respectively, and its fully
   diluted earnings per unit would have been $.55 and $.34 per unit,
   respectively. Had the provisions of SFAS No. 128 been applied to the
   Operating Partnership's results of operations for the nine months ended
   September 30, 1997 and 1996, the Operating Partnership's basic earnings per
   unit would have been $1.75 and $1.12 per unit, respectively, and its fully
   diluted earnings per unit would have been $1.72 and $1.11 per unit,
   respectively.

   Reclassifications

   Certain items in the 1996 financial statements have been reclassified to
   conform to the 1997 presentation.

   Use of Estimates

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


3. TRANSACTIONS WITH AFFILIATES

   Receivable From Affiliates

   The receivable from affiliates at September 30, 1997, and December 31, 1996,
   represents management fees and reimbursements due from Spieker Partners
   related entities (certain officers of Spieker Properties, Inc. are partners
   in Spieker Partners).

   Investments in Mortgages

   Included in Investments in Mortgages are $17,073 of loans to Spieker
   Northwest, Inc. an unconsolidated Preferred Stock Subsidiary of the Operating
   Partnership. The loans are secured by deeds of trust on real property, bear
   interest at 7.8%, and mature in 2012.


4. PROPERTY HELD FOR DISPOSITION

   The Operating Partnership has determined to focus exclusively on properties
   that meet its continuing strategic objectives. The Operating Partnership has
   therefore decided to divest itself of its retail properties and certain other
   properties. Included in property held for disposition at September 30, 1997,
   are two retail and two office properties located in California. One of the
   retail properties and the two office properties are in contract and are
   scheduled to close by December 31, 1997. The divestiture of the remaining
   property is subject to identification of a purchaser, negotiation of
   acceptable terms and other customary conditions. The net carrying amount of
   property held for disposition as of September 30, 1997, is $49,239.




                                       12
<PAGE>   13

5. DEBT

   Unsecured Notes

   As of September 30, 1997, the Operating Partnership has outstanding $935,000
   in investment grade rated unsecured debt securities with varying interest
   rates from 6.65% to 8.00% payable semi-annually. The debt securities are due
   on various dates from 2000 to 2027.

   On July 14, 1997, the Operating Partnership sold $150,000 of unsecured
   investment grade rated notes bearing interest at 7.125% and due July 1, 2009.
   Net proceeds of $146,112 were used principally to repay borrowings on the
   unsecured line of credit and to fund the ongoing acquisition and development
   of property.

   On September 29, 1997, the Operating Partnership sold $150,000 of unsecured
   investment grade rated debentures bearing interest at 7.5% and due October 1,
   2027. Net proceeds of $146,088 were used primarily to repay borrowings on the
   unsecured line of credit and to fund the ongoing acquisition and development
   of property.

   Unsecured Line of Credit

   Effective August 8, 1997, the Operating Partnership has amended its Unsecured
   Line of Credit facility. The maximum amount available under the facility is
   $250,000. The facility carries interest at LIBOR plus 0.80%, matures in
   August 2001, includes an annual administrative fee of $50 and an annual
   facility fee of .20%. As of September 30, 1997 the amount drawn on the
   facility was $138,000.

   Mortgage Loans

   Mortgage loans of $84,863 as of September 30, 1997, are secured by deeds of
   trust on related properties. The mortgage loans carry interest rates ranging
   from 7.37% to 9.75%, require monthly principal and interest payments, and
   mature on various dates from 1997 to 2012.


6. PARTNER DISTRIBUTIONS PAYABLE

   The partner distributions payable at September 30, 1997, and December 31,
   1996, represent amounts payable to partners for the quarters then ended.


7. PARTNERS' CAPITAL

   Equity Offerings

   On January 21, 1997, the Company sold 11,500,000 shares of Common Stock at
   $34.50 per share through an underwritten public offering, including the
   underwriters' exercise of their over-allotment option. The aggregate net
   proceeds of $374,835 were contributed to the Operating Partnership and used
   primarily to acquire properties under contract at the time of the offering.


8. GAIN ON DISPOSITION OF PROPERTY

   Gain on disposition of property for the nine months ended September 30, 1997,
   represents the gain on disposition of eight retail properties, one industrial
   property, and one office property. These properties were located in
   California, Oregon, Washington and Idaho. The gain recognized on disposition
   of retail, industrial and office property was $16,228, $1,123 and $766,
   respectively.



                                       13
<PAGE>   14

9. ACQUISITIONS

   The Operating Partnership acquired the following properties during the nine
   months ended September 30, 1997:

<TABLE>
<CAPTION>
                                                                       Property   Total Rentable
Project Name                                 Location                  Type (1)   Square Feet     Initial Cost
------------------------------------------   -------------------    ------------  -------------   -------------
<S>                            <C>                                                   <C>          <C>        
Southcenter West Business Park (2)           Tukwila, WA                  I          286,921      $    6,300
Mission West Portfolio                       San Diego, CA                O          619,935          44,800
Emeryville Portfolio (3)                     Emeryville, CA               O          946,385         125,400
Brea Park Centre                             Brea, CA                     O          141,837          10,800
555 Twin Dolphin Drive                       Redwood Shores, CA           O          198,494          41,000
North Creek Parkway Centre (4)               Bothell, WA                  O          204,871          22,600
Riverside Centre                             Portland, OR                 O           98,434           9,300
Metro Plaza                                  San Jose, CA                 O          411,288          73,900
1740 Technology (5)                          San Jose, CA                 O          194,538          31,300
Fountaingrove                                Santa Rosa, CA               O          160,808          16,100
Pasadena Financial                           Pasadena, CA                 O          145,702          26,700
Century Square                               Pasadena, CA                 O          205,653          41,500
Point West Corporate Center                  Sacramento, CA               O          145,184          17,200
Sierra Point                                 Brisbane, CA                 O           99,150          10,300
Brea Corporate Plaza                         Brea, CA                     O          119,406          10,800
McKesson Building                            Pasadena, CA                 O          150,951          19,100
Coral Tree Commerce Center                   Vista, CA                    I          130,866           8,400
Progress Industrial Park                     Vista, CA                    I          123,275           7,500
Lafayette Terrace                            Lafayette, CA                O           47,392           7,500
Parkway Industrial                           Portland, OR                 I          175,000           7,500
Brea Corporate Place                         Brea, CA                     O          490,000          61,700
Sepulveda Center                             Los Angeles, CA              O          170,134          25,200
Kennedy Portfolio (6)                        Portland, OR                 I        1,265,000         110,900
790 E. Colorado                              Pasadena, CA                 O          130,000          19,300
Washington Park (7)                          Federal Way, WA              O           50,000           6,100
Nobel Corporate Plaza                        San Diego, CA                O          103,192          16,700
Kelley Point Distribution Center (8)         Portland, OR                 I          500,000          16,400
Tower 17                                     Irvine, CA                   O          229,133          40,100

</TABLE>



(1) "O" indicates office property; "I" indicates industrial property.

(2) Previously identified as Andover Park in the January 1997 Equity Offering
    Prospectus.

(3) The Company paid cash and issued Operating Partnership Units to the sellers
    of this portfolio.

(4) Previously identified as Quadrant Corporate Center in the January 1997
    Equity Offering Prospectus.

(5) Previously identified as Kodak Center in the January 1997 Equity Offering
    Prospectus.

(6) Also includes properties located in Redmond, WA; Fremont, CA and Hayward,
    CA.

(7) Includes land to be developed.

(8) Previously identified as Tyco Building in the September 22, 1997, Report on
    Form 8-K


                                       14
<PAGE>   15

10. DEVELOPMENTS

    During the nine months ended September 30, 1997, the Operating Partnership
    acquired seven parcels of land for development. The total initial cost of
    these seven parcels was $23,682.


11. SUBSEQUENT EVENTS

    On October 10, 1997, the Company sold 6,000,000 shares of Series C
    Cumulative Redeemable Preferred Stock for $25.00 per share. Dividends are
    payable at an annual rate of 7.88% of the liquidation preference of
    $150,000. Net proceeds of $146,135 were contributed to the Operating
    Partnership and were used principally to repay borrowings on the unsecured
    line of credit and to fund the ongoing acquisition and development of
    property.

    On October 10, 1997, the Operating Partnership deposited $36,250 towards the
    purchase of a portfolio which consists of 44 properties in twelve states
    aggregating 6,354,450 square feet, as well as 124.5 acres of land.

    On October 29, 1997, the Company sold 11,500,000 shares of Common Stock at
    $38.875 per share through an underwritten public offering, including the
    underwriters' exercise of their over-allotment option. The aggregate net
    proceeds of $425,027 were contributed to the Operating Partnership and were
    used principally to repay borrowings on the unsecured line of credit and to
    fund the ongoing acquisition and development of property.



                                       15
<PAGE>   16

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

   Statements contained in this Item 2, "Management's Discussion and Analysis of
   Financial Conditions and Results of Operations," and elsewhere in this
   Quarterly Report on Form 10-Q which are not historical facts may be
   forward-looking statements. Such statements are subject to certain risks and
   uncertainties which could cause actual results to differ materially from
   those projected, including, but not limited to, those risks and special
   considerations set forth in the Operating Partnership's other SEC filings.
   Readers are cautioned not to place undue reliance on these forward-looking
   statements which speak only as of the date hereof. The Operating Partnership
   undertakes no obligation to publicly release any revisions to these
   forward-looking statements to reflect events or circumstances after the date
   hereof or to reflect the occurrence of unanticipated events.

   RESULTS OF OPERATIONS

   The following comparison is of the Operating Partnership's consolidated
   operations for the three and nine month periods ended September 30, 1997, as
   compared to the corresponding periods ended September 30, 1996.

   Rental revenues for the third quarter of 1997 increased by $31.4 million or
   61.4% to $82.5 million, as compared with $51.1 million for the quarter ended
   September 30, 1996. Of this increase, $24.9 million was generated by
   properties acquired during the first nine months of 1997 (the "1997
   Acquisitions"). In the third quarter of 1997 the Operating Partnership
   acquired properties totaling 3.1 million square feet for a total investment
   of $311.0 million. During the first nine months of 1997 the Operating
   Partnership acquired properties totaling 7.5 million square feet for a total
   investment of $871.6 million. As used herein, the terms "invested" and "total
   investment" represent the initial purchase price of acquisitions, plus
   projected cost of certain repositioning and rehab capital expenditures
   anticipated at the time of purchase. The properties acquired in the third
   quarter were acquired on various dates throughout the quarter and, as such, a
   full quarter's revenue and expenses was not recognized during the quarter.

   $6.1 million of the rental revenue increase in the third quarter of 1997 was
   generated by properties acquired during 1996. During 1996, the Operating
   Partnership invested $329.3 million to acquire properties totaling 4.7
   million square feet (the "1996 Acquisitions").

   $2.4 million of the increase in rental revenues is attributable to revenue
   increases in properties owned at January 1, 1996, and still owned at
   September 30, 1997 (the "Core Portfolio"). This increase in the Core
   Portfolio is due to increased rental rates realized on the renewal and
   re-leasing of second-generation space and contractual rent increases in
   existing leases. During the quarter ended September 30, 1997, the Operating
   Partnership completed 204 lease transactions for the renewal or re-leasing of
   1.2 million square feet of second-generation space. On average for the
   quarter, the new effective rates were 24.7% higher than the expiring coupon
   rent. This brings the total second-generation activity for the first nine
   months of 1997 to 603 completed lease transactions for 3.6 million square
   feet at a 22.5% increase in effective rates, over expiring coupon rents.

   $2.0 million of the rental revenue increase in the third quarter of 1997 was
   generated by properties developed by the Operating Partnership (the
   "Developments"). The Developments include both properties completed and added
   to the Operating Partnership's portfolio of stabilized properties during 1996
   and 1997, as well as properties currently under development. During the nine
   months ended September 30, 1997, seven properties totaling 1.6 million square
   feet have been completed and added to the Operating Partnership's portfolio
   of stabilized properties. The total cost of these properties, including the
   estimated cost to complete initial tenant improvements, is $59.2 million. The
   Operating Partnership also has a current development pipeline of 3.2 million
   square feet representing a total projected cost of $287.0 million. Certain of
   the properties in the development pipeline are shell complete and partially
   occupied.

   The increases in rental revenue are partially offset by a decrease of $4.0
   million attributable to the disposition of properties which were owned by the
   Operating Partnership during the quarter ended September 30, 1996 (the
   "Property Dispositions").



                                       16
<PAGE>   17

   Rental revenues for the nine month period ended September 30, 1997, increased
   by $79.3 million or 55.8% to $221.4 million as compared to $142.1 million for
   the same period ended September 30, 1996. $50.2 million and $25.8 million,
   respectively, of this increase was attributable to the 1997 and 1996
   Acquisitions, $6.1 million relates to the Core Portfolio, $5.7 million is
   attributable to the Developments, with the remainder attributable to a $8.5
   million decrease from Property Dispositions.

   As a result of the 1997 Acquisitions, the 1996 Acquisitions, and the
   Developments, the Operating Partnership's rentable square footage, not
   including retail properties, increased by 11.0 million square feet or 60.8%
   to 29.1 million square feet on September 30, 1997, from 18.1 million on
   September 30, 1996. At September 30, 1997, the portfolio of stabilized
   properties was 95.1% occupied. By property type, the office portfolio was
   95.9% occupied and the industrial portfolio was 94.5% occupied.

   Interest and other income increased by $.3 million and $1.8 million or 27.3%
   and 60.0% for the three and nine month periods ended September 30, 1997, over
   the same respective periods ended September 30, 1996. The net increase in
   interest and other income is due to higher average cash balances of $30.7
   million and $49.2 million for the three and nine month periods ended
   September 30, 1997, as compared to $14.7 million and $11.1 million for the
   corresponding periods in 1996.

   Rental expenses increased by $7.8 million or 81.3% for the three months ended
   September 30, 1997, as compared with the same period in 1996. Real estate
   taxes increased by $2.0 million or 50.0% for the three months ended September
   30, 1997, as compared with the same period in 1996. The overall increase in
   rental expenses and real estate taxes (collectively referred to as "property
   operating expenses") is primarily a result of the growth in the total square
   footage of the Operating Partnership's portfolio of properties. Of the total
   $9.8 million increase in property operating expenses $8.0 million is
   attributable to the 1997 Acquisitions, $2.1 million is attributable to the
   1996 Acquisitions, $0.4 million is attributable to the Developments, and a
   $0.7 million decrease attributable to the Property Dispositions. The Core
   Portfolio remained essentially unchanged for the comparable quarters. On a
   percentage basis, property operating expenses were 28.4% and 26.6% of rental
   revenues for the quarters ended September 30, 1997, and September 30, 1996,
   respectively. The increase in property operating expenses as a percentage of
   rental revenues is attributable to the increased percentage of office
   properties in the Operating Partnership's portfolio. For the quarter ended
   September 30, 1997, 62.0% of the Operating Partnership's net operating income
   (rental revenues less property operating expenses) was generated by office
   properties as compared with 45.6% during the same period in 1996.

   In December 1996, the Operating Partnership announced the strategic decision
   to divest itself of its retail properties and focus exclusively on office and
   industrial properties. As such, the following analysis of the office and
   industrial properties (i.e. non-retail properties) is presented: Rental
   revenues net of property operating expenses (referred to as "property
   operating income") increased by $24.9 million or 76.6% to $57.4 million, as
   compared to $32.5 million for the quarter ended September 30, 1996. Of this
   increase, $16.9 million and $4.0 million relates to the 1997 and 1996
   Acquisitions $2.4 million is attributable to the Core Portfolio, and $1.6
   million is attributable to the Developments. For the nine month period ended
   September 30, 1997, property operating income increased by $60.5 million or
   65.8% from $92.0 million to $152.5 million at September 30, 1997. $33.7
   million and $17.4 million related to the 1997 and 1996 Acquisitions, $5.0
   million is related to the Core Portfolio, and $4.4 million is attributed to
   the Developments.

   For the nine month period ended September 30, 1997, rental expenses increased
   by $20.1 million from $24.4 million for the nine months ended September 30,
   1996. This represents a 82.4% increase year over year. Real estate taxes
   increased by $5.8 million or 51.3% to $17.1 million for the first three
   quarters of 1997 as compared to $11.3 million for the same period in 1996.
   The total increase in the property operating expenses is attributable to a
   $16.5 million increase for the 1997 Acquisitions, a $8.4 million increase for
   the 1996 Acquisitions, a $1.3 million increase for the Developments, a $1.1
   million increase in the Core Portfolio, and a $1.4 reduction attributable to
   the Property Dispositions. On a percentage basis property operating expenses
   were 27.8% and 25.1% of rental revenues for the nine months ended September
   30, 1997, and 1996, respectively.



                                       17
<PAGE>   18

   Interest expense increased by $6.4 million or 65.3% to $16.2 million for the
   three months ended September 30, 1997, from $9.8 million for the same period
   in 1996. For the nine month period ended September 30, 1997, interest expense
   increased by $14.5 million or 54.9% to $40.9 million from $26.4 million for
   the same period in 1996. These increases in interest expense are due to
   increases in the total average outstanding debt balances. The average
   outstanding debt for the three months ended September 30, 1997, and 1996 was
   $981.3 million and $557.3 million respectively. The average balance
   outstanding for the nine months ended September 30, 1997, was $823.6 million
   and $520.5 million for the same period in 1996. The increases in the average
   outstanding debt balances are consistent with the increases in the size of
   the Operating Partnership's portfolio of properties.

   Depreciation and amortization expenses increased by $3.4 million and $9.1
   million or 34.0% and 33.2% for the three and nine month periods ended
   September 30, 1997, as compared with the same periods in 1996, due to the
   1997 and 1996 Acquisitions and the completed Developments.

   General and administrative expenses and other expenses increased by $1.0
   million and $2.8 million for the three and nine month periods ended September
   30, 1997, respectively, as compared with the same periods in 1996, primarily
   as a result of the increased number of employees. On a percentage basis,
   general and administrative expenses were 4.5% and 4.7% of rental revenues for
   the three and nine month periods ended September 30, 1997, respectively, as
   compared with 5.3% for both periods in 1996.

   During the third quarter of 1997, the Operating Partnership disposed of a
   retail property resulting in a gain on disposition of $2.0 million. In
   addition, the Operating Partnership disposed of one industrial property and
   one parking lot resulting in a gain of $1.9 million. This brings the total
   gain on disposition of property for the first three quarters of 1997 to $18.1
   million on ten properties.

   Net income before minority interests and disposition of property increased by
   $11.0 million or 68.3% to $27.1 million for the three month period ended
   September 30, 1997, from $16.1 million for the same period in 1996. For the
   nine month period ended September 30, 1997, net income before minority
   interests and disposition of property increased by $28.8 million or 59.8% to
   $77.0 million, from $48.2 million for the same period in 1996. The increase
   in net income is principally due to the 1997 and 1996 Acquisitions.

   LIQUIDITY AND CAPITAL RESOURCES

   For the nine-month period ended September 30, 1997, cash provided by
   operating activities increased by $36.8 million or 40.2% to $128.4 million,
   as compared to $91.6 million for the same period in 1996. The increase is
   primarily due to the increase in net income resulting from the 1996 and 1997
   Acquisitions. Cash used for investing activities increased by $524.7 million
   or 194.3% to $794.7 million for the first nine months of 1997, as compared to
   $270.0 million for the same period in 1996. The increase is attributable to
   the Operating Partnership's ongoing acquisition and development of suburban
   office and industrial properties. Cash provided by financing activities
   increased by $480.4 million or 245.9% to $675.8 million for the first nine
   months of 1997, as compared to $195.4 million for the same period in 1996.
   During the first nine months of 1997, cash provided by financing activities
   consisted, primarily, of $374.8 million in net proceeds from the sale of
   Common Stock, $292.2 million in net proceeds from the issuance of unsecured
   investment grade notes, net borrowings of $99.0 million on the line of credit
   and a net increase of $38.9 million in mortgage loans outstanding.
   Additionally, payments of distributions increased by $18.0 million to $78.5
   million for the first nine months of 1997, as compared with $60.5 million for
   the same period in 1996. The increase is due to the greater number of shares
   outstanding and a 9.3% increase in the distribution rate.

   The principal sources of funding for acquisitions, development, expansion and
   renovation of the properties are an unsecured line of credit, public and
   privately placed equity financing, public unsecured debt financing, the
   issuance of partnership units in the Operating Partnership, the assumption of
   secured debt on properties acquired and cash flow provided by operations. The
   Operating Partnership believes that its liquidity and capital resources are
   adequate to continue to meet liquidity requirements for the foreseeable
   future.



                                       18
<PAGE>   19

   At September 30, 1997, the Operating Partnership had no material commitments
   for capital expenditures related to the renewal or re-leasing of space. The
   Operating Partnership believes that the cash provided by operations and its
   line of credit provide sufficient sources of liquidity to fund capital
   expenditure costs associated with the renewal or re-leasing of space.

   The Operating Partnership has a $250.0 million unsecured line of credit
   facility (the "Facility") with interest at London Interbank Offered Rates
   ("LIBOR") plus .80%. The Facility matures in August 2001. This increased
   facility has a competitive bid option that allows the Operating Partnership
   to request bids from the Lenders for advances up to $150.0 million. At
   September 30, 1997, the Operating Partnership had $138.0 million outstanding
   under the Facility.

   On January 19, 1996, the Operating Partnership issued $100.0 million of
   investment grade rated unsecured notes. The notes carry an interest rate of
   6.90%, were priced to yield 6.97%, and mature on January 15, 2004. Net
   proceeds of $98.9 million were used to repay borrowings on the unsecured line
   of credit. In June 1996, the Operating Partnership commenced a $200.0 million
   medium-term note program. In July 1996, the Operating Partnership issued
   $100.0 million of 8.00% medium-term notes due July 19, 2005, and $50.0
   million of 7.58% medium-term notes due December 17, 2001 (the "July Notes").
   The net proceeds of $149.2 million from the issuance of the July Notes were
   used to repay borrowings on the line of credit and to fund ongoing
   acquisition and development projects. In December 1996, the Operating
   Partnership issued $100.0 million of 7.125% investment grade rated unsecured
   notes, priced to yield 7.14% and maturing on December 1, 2006, and $25.0
   million of 7.875% investment grade rated unsecured notes, priced to yield
   7.91% and maturing on December 1, 2016. The net proceeds of $123.9 million
   were used to pay down borrowings on the line of credit and to fund the
   ongoing acquisition and development of properties. On July 14, 1997, the
   Operating Partnership issued $150.0 million of investment grade rated
   unsecured notes. The notes carry an interest rate of 7.125%, were priced to
   yield 7.183%, and mature on July 1, 2009. On September 29, 1997, the
   Operating Partnership issued $150.0 million of investment grade rated
   unsecured debentures. The debentures carry an interest rate of 7.5%, were
   priced to yield 7.57% and mature on October 1, 2027. Net proceeds from the
   July 1997 and September 1997 unsecured debt securities of $292.2 million were
   used to repay borrowings on the unsecured line of credit and to fund the
   ongoing acquisition and development of properties.

   As of September 30, 1997, the Operating Partnership had $935.0 million of
   investment grade rated unsecured debt securities outstanding. The debt
   securities have interest rates which vary from 6.65% to 8.00%, and various
   maturity dates which range from 2000 to 2027. As of September 30, 1997, $50.0
   million of debt securities remained available for issuance under the
   medium-term note program.

   In addition to the Unsecured Notes and the Facility, the Operating
   Partnership has $84.9 million of secured indebtedness (the "Mortgages") at
   September 30, 1997. The Mortgages have interest rates varying from 7.37% to
   9.75% and maturity dates from 1997 to 2012. The Mortgages are secured by a
   first or second deed of trust on the related properties and generally require
   monthly principal and interest payments. The Operating Partnership also has
   $6.8 million of assessment bonds outstanding as of September 30, 1997.

   In January 1997, the Company sold 11,500,000 shares of Common Stock
   (including 1,500,000 shares sold to the underwriters in the exercise of their
   over-allotment option in February 1997) through an underwritten public
   offering at $34.50 per share. The net proceeds of $374.8 million were
   contributed to the Operating Partnership and were used to purchase properties
   during the first quarter of 1997, many of which were under contract or letter
   of intent at the time of the offering, and to repay indebtedness. Also, in
   January 1997, the Company and the Operating Partnership filed a shelf
   registration statement (the "January 1997 Shelf Registration Statement") with
   the SEC which registered $500.0 million of equity securities of the Company
   and $500.0 million of debt securities of the Operating Partnership and became
   effective in January 1997.

   In September 1997, the Company and the Operating Partnership filed a shelf
   registration (the "September 1997 Shelf Registration Statement") with the SEC
   which registered $500.0 million of equity securities of the Company and
   $500.0 million of debt securities of the Operating Partnership and became
   effective in October 1997.



                                       19
<PAGE>   20

   On October 10, 1997, the Company sold 6,000,000 shares of Series C Cumulative
   Redeemable Preferred Stock for $25.00 per share. Dividends are payable at an
   annual rate of 7.88% of the liquidation preference of $150,000. Net proceeds
   of $146,135 were contributed to the Operating Partnership and were used
   principally to repay borrowings on the unsecured line of credit and to fund
   ongoing acquisition and development of property.

   In November 1997, the Company sold 11,500,000 shares of Common Stock
   (including 1,500,000 shares sold to the underwriters in the exercise of their
   over-allotment option) through an underwritten public offering at $38.875 per
   share. The net proceeds of $425,027 were contributed to the Operating
   Partnership and were used to repay indebtedness and to purchase properties
   which were under contract at the time of the offering.

   After completion of the equity and debt offerings, the Company has the
   capacity pursuant to the September 1997 Registration Statement to issue up to
   approximately $402.9 million in equity securities and the Operating
   Partnership has the capacity pursuant to the January 1997 Shelf Registration
   Statement and the September 1997 Registration Statement to issue up to $815.0
   million in debt securities (including the $50.0 million of medium-term notes
   available under the Company's existing medium-term note program).

   FUNDS FROM OPERATIONS

   The Operating Partnership considers Funds from Operations to be a useful
   financial measure of the operating performance of an equity REIT because,
   together with net income and cash flows, Funds from Operations provides
   investors with an additional basis to evaluate the ability of a REIT to incur
   and service debt and to fund acquisitions, developments, and other capital
   expenditures. Funds from Operations does not represent net income or cash
   flows from operations as defined by generally accepted accounting principles
   ("GAAP") and Funds from Operations should not be considered as an alternative
   to net income as an indicator of the Operating Partnership's operating
   performance or as an alternative to cash flows as a measure of liquidity.
   Funds from Operations does not measure whether cash flow is sufficient to
   fund all of the Operating Partnership's cash needs including principal
   amortization, capital improvements, and distributions to stockholders. Funds
   from Operations does not represent cash flows from operating, investing, or
   financing activities as defined by GAAP. Further, Funds from Operations as
   disclosed by other REITs may not be comparable to the Operating Partnership's
   calculation of Funds from Operations, as described below.

   Pursuant to the National Association of Real Estate Investment Trusts
   ("NAREIT") revised definition of Funds from Operations, beginning with the
   quarter ended March 31, 1996, the Operating Partnership calculated Funds from
   Operations by adjusting net income before minority interest, calculated in
   accordance with GAAP, for certain non-cash items, principally the
   amortization and depreciation of real property and for dividends on shares
   and other equity interests that are not convertible into shares of Common
   Stock. The Operating Partnership does not add back the depreciation of
   corporate items, such as computers or furniture and fixtures, or the
   amortization of deferred financing costs or debt discount. However, the
   Operating Partnership includes an adjustment for the straight-lining of rent
   under GAAP, as management believes this presents a more meaningful picture of
   rental income over the reporting period.

   Funds from Operations per unit is calculated based on weighted average
   Operating Partnership units outstanding, including the dilutive effect of
   stock options. The average number of units outstanding for the three and nine
   months ended September 30, 1997, are 56,458,964 and 55,186,005, respectively,
   and 43,497,648 and 42,049,446 for the same periods in 1996.



                                       20
<PAGE>   21

                       STATEMENT OF FUNDS FROM OPERATIONS
                             (dollars in thousands)


<TABLE>
<CAPTION>
                                                                  Three Months Ended                Nine Months Ended
                                                                  ------------------                -----------------
                                                       Sept. 30, 1997      Sept. 30, 1996    Sept. 30, 1997     Sept. 30, 1996
                                                       --------------      --------------    --------------     --------------
<S>                                                    <C>                 <C>              <C>                 <C>         
      Net income before disposition of property and
         minority interest                             $     27,051        $     16,096     $     76,974        $     48,207

      Add:

      Depreciation and Amortization                          13,282               9,938           36,036              27,135

      Dividends on Series B Preferred Stock                  (2,510)             (2,510)          (7,530)             (7,530)

      Other, net                                                186                 116              560                 201

      Straight-lined rent                                      (624)                252           (1,200)                307
                                                       ------------        ------------     ------------        ------------

            Funds from Operations                      $     37,385        $     23,892     $    104,840        $     68,320
                                                       ============        ============     ============        ============
</TABLE>



                                       21
<PAGE>   22


   PART II. OTHER INFORMATION

   Item 6. Exhibits and Reports on Form 8-K

   (A) Exhibits

      The exhibits listed below are filed as part of this quarterly report on
      Form 10-Q.

      Exhibit Number

      4.1   Ninth Supplemental Indenture relating to the 2027 Debentures.

      12.1  Statement of Computation of Ratio of Earnings to Fixed Charges

      27.1  Article 5 Financial Data Schedule (EDGAR Filing Only)

   (B) Reports on Form 8-K

       The Operating Partnership filed a current report on Form 8-K dated
       September 22, 1997, as amended by Form 8-K/A dated October 10, 1997,
       relating to the acquisition of the WCB Portfolio.



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<PAGE>   23
                            SPIEKER PROPERTIES, 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 there unto duly authorized.


                                        Spieker Properties, L.P.
                                        (Registrant)



Dated: November 13, 1997                /s/  Elke Strunka
       ---------------------            ---------------------------
                                        Elke Strunka
                                        Vice President and
                                        Principal Accounting Officer of
                                        Spieker Properties, Inc. the General 
                                        Partner



                                       23
<PAGE>   24

                               INDEX TO EXHIBITS

    Exhibit
    Number                    Description
    ------                    -----------

      4.1   Ninth Supplemental Indenture relating to the 2027 Debentures.

      12.1  Statement of Computation of Ratio of Earnings to Fixed Charges 

      27.1  Article 5 Financial Data Schedule (EDGAR Filing Only)


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