<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 JUNE 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)


                                 (415) 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 21
Exhibit Index is located on Page 20.


<PAGE>   2

                            SPIEKER PROPERTIES, L.P.

               QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 30, 1997

                                TABLE OF CONTENTS


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

<S>                                                                                      <C>
   Item 1. Financial Statements.........................................................   3

           Consolidated Balance Sheets as of June 30, 1997, and December 31, 1996.......   4
           Consolidated Statements of Operations for the Three and Six Months
             Ended June 30, 1997 and 1996...............................................   6
           Consolidated Statement of Partners' Capital for the Six Months
             Ended June 30, 1997........................................................   7
           Consolidated Statements of Cash Flows for the Six Months
             Ended June 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....................................................  15    

PART II.   OTHER INFORMATION

   Item 2. Changes in Securities........................................................  20
   Item 6. Exhibits and Reports on Form 8-K.............................................  20
   Signatures...........................................................................  21
</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"):


<TABLE>
    <S>  <C> 
    (i)   Consolidated Balance Sheets as of June 30, 1997, and December 31, 1996
    (ii)  Consolidated Statements of Operations for the Three and Six Months Ended June 30, 1997 and 1996
    (iii) Consolidated Statement of Partners' Capital for the Six Months Ended June 30, 1997
    (iv)  Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1997 and 1996
    (v)   Notes to Consolidated Financial Statements
</TABLE>


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 JUNE 30, 1997, AND DECEMBER 31, 1996
                             (dollars in thousands)

                                     ASSETS


<TABLE>
<CAPTION>
                                                       June 30, 1997    December 31, 1996
                                                        -----------        -----------
                                                        (unaudited)

<S>                                                     <C>                <C>        
INVESTMENTS IN REAL ESTATE
  Land, land improvements and leasehold interests       $   471,846        $   338,445
  Buildings and improvements                              1,382,276            944,646
  Construction in progress                                   65,429             31,969
                                                        -----------        -----------
                                                          1,919,551          1,315,060
  Less - Accumulated depreciation                          (145,572)          (127,701)
                                                        -----------        -----------
                                                          1,773,979          1,187,359
  Investments in mortgages                                   14,381             14,381
  Property held for disposition, net                         56,340            117,732
                                                        -----------        -----------

     Net investments in real estate                       1,844,700          1,319,472


CASH AND CASH EQUIVALENTS                                     9,249             29,336


ACCOUNTS RECEIVABLE                                           3,748              3,799


DEFERRED RENT RECEIVABLE                                      3,713              3,242


RECEIVABLE FROM AFFILIATES                                    3,050                117


DEFERRED FINANCING AND LEASING COSTS, net of
  accumulated amortization of $8,745 and $7,682
  as of June 30, 1997, and December 31, 1996,                16,935             15,860
  respectively


FURNITURE, FIXTURES AND EQUIPMENT, net                        2,717              2,386


PREPAID EXPENSES AND OTHER ASSETS                             8,392             16,102
                                                        -----------        -----------

                                                        $ 1,892,504        $ 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 JUNE 30, 1997, AND DECEMBER 31, 1996
                                    (dollars in thousands)

                              LIABILITIES AND PARTNERS' CAPITAL


<TABLE>
<CAPTION>
                                                               June 30, 1997     December 31,1996
                                                                -----------        -----------
                                                                (unaudited)
<S>                                                             <C>                <C>        
DEBT
  Unsecured notes                                               $   635,000        $   635,000
  Unsecured line of credit                                           57,000             39,000
  Mortgage loans                                                     94,745             45,997
                                                                -----------        -----------
     Total debt                                                     786,745            719,997
                                                                -----------        -----------

ASSESSMENT BONDS PAYABLE                                              5,321              4,758

ACCOUNTS PAYABLE                                                     10,324              3,258

ACCRUED REAL ESTATE TAXES                                               828                731

ACCRUED INTEREST                                                     11,154             10,471

UNEARNED RENTAL INCOME                                                9,747              6,345

PARTNER DISTRIBUTIONS PAYABLE                                        26,199             18,660

OTHER ACCRUED EXPENSES AND LIABILITIES                               22,478             16,406
                                                                -----------        -----------
  Total liabilities                                                 872,796            780,626
                                                                -----------        -----------


MINORITY INTERESTS                                                   (1,249)            (1,240)
                                                                -----------        -----------


COMMITMENTS AND CONTINGENCIES                                             -                  -


PARTNERS' CAPITAL
  General Partners, including a liquidation preference              
  of 131,250                                                        947,243            563,928
   
  Limited Partners                                                   73,714             47,000
                                                                -----------        -----------
     Total Partners' Capital                                      1,020,957            610,928
                                                                -----------        -----------

                                                                $ 1,892,504        $ 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 SIX MONTHS ENDED JUNE 30, 1997 and 1996
                   (dollars in thousands, except unit amounts)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                        Three Months Ended             Six Months Ended
                                                              June 30                       June 30
                                                         1997          1996            1997          1996
                                                       --------      --------        --------      --------
<S>                                                    <C>           <C>             <C>           <C>     
REVENUES
  Rental income                                        $ 74,459      $ 46,707        $138,921      $ 91,052
  Interest and other income                               1,419           989           3,374         1,962
                                                       --------      --------        --------      --------
                                                         75,878        47,696         142,295        93,014
                                                       --------      --------        --------      --------
OPERATING EXPENSES
  Rental expenses                                        15,411         7,537          27,083        14,774
  Real estate taxes                                       5,785         3,858          11,039         7,304
  Interest expense, including amortization of            12,687         7,845          24,700        16,682
   finance costs
  Depreciation and amortization                          12,416         8,801          23,015        17,339
  General and administrative and other expenses           3,468         2,524           6,535         4,805
                                                       --------      --------        --------      --------
                                                         49,767        30,565          92,372        60,904
                                                       --------      --------        --------      --------
  Income from operations before disposition of
   property and minority interests                       26,111        17,131          49,923        32,110
                                                       --------      --------        --------      --------

GAIN ON DISPOSITION OF PROPERTY                          12,691             -          14,180             -
                                                       --------      --------        --------      --------

  Income from operations before minority interests       38,802        17,131          64,103        32,110
                                                       --------      --------        --------      --------

MINORITY INTERESTS' SHARE IN NET INCOME                     (5)           (4)             (9)           (1)
                                                       --------      --------        --------      --------
  Net income                                           $ 38,797      $ 17,127        $ 64,094      $ 32,109
                                                       ========      ========        ========      ========

  General Partner                                      $ 34,080      $ 14,923        $ 56,284      $ 27,816
  Limited Partner                                         4,717         2,204           7,810         4,293
                                                       --------      --------        --------      --------
   Totals                                              $ 38,797      $ 17,127        $ 64,094      $ 32,109
                                                       ========      ========        ========      ========

NET INCOME PER OPERATING PARTNERSHIP UNIT             $     .69     $     .39       $    1.18     $     .78
                                                      =========     =========       =========     =========

DISTRIBUTIONS PER OPERATING PARTNERSHIP UNIT
  General Partner                                     $     .47     $     .50       $     .98     $    1.06
                                                      =========     =========       =========     =========
  Limited Partner                                     $     .47     $     .43       $     .94     $     .86
                                                      =========     =========       =========     =========
</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 SIX MONTHS ENDED JUNE 30, 1997
                             (dollars in thousands)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                             General           Limited                               
                                             Partner           Partner            General            Limited           
                                              Units             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            78,790           (78,790)                 -                  -                  -
  Conversion of Operating
   Partnership Units - Employee                 14,984           (14,984)               524               (524)                 -
   Stock Incentive Pool
  Sale of Operating Partnership                      -               775                  -                 25                 25
   Units
  Non-cash compensation merit fund                   -                 -                118                 18                136
  Restricted stock grant                        25,913                 -                  -                  -                  -
  Exercise of stock options                     91,375                 -              1,871                  -              1,871
  Amortization of deferred                           -                 -                262                  -                262
   compensation
  Partner Distributions                              -                 -            (50,579)            (6,687)           (57,266)
  Net income                                         -                 -             56,284              7,810             64,094
                                           -----------       -----------        -----------        -----------        -----------

BALANCE AT JUNE 30, 1997                    48,460,551         7,213,675        $   947,243        $    73,714        $ 1,020,957
                                           ===========       ===========        ===========        ===========        ===========
</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 SIX MONTHS ENDED JUNE 30, 1997 and 1996
                             (dollars in thousands)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                           Six Months
                                                                          Ended June 30
                                                                       1997           1996
                                                                     --------       --------
<S>                                                                  <C>            <C>     
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income                                                         $ 64,094       $ 32,109
  Adjustments to reconcile net income to net cash provided by
   operating activities-
  Depreciation and amortization                                        23,015         17,339
  Amortization of prepaid interest and deferred financing costs           532            729
  Non-cash compensation                                                   398            255
  Minority share of net income                                              9              1
  Gain on disposition of property                                     (14,180)             -
  (Increase) decrease in deferred rent receivable                        (471)            55
  Decrease in accounts receivable                                          51            511
  Increase in receivable from affiliates                               (2,933)           (15)
  Decrease in prepaid expenses and other assets                         6,611            636
  Decrease in assessment bonds payable                                   (486)          (385)
  Increase (decrease) in accounts payable                               7,066           (168)
  Increase in accrued real estate taxes                                    97            253
  Increase in accrued interest                                            683          2,078
  Increase in other accrued expenses and liabilities                    6,072            378
  Increase (decrease) in unearned rental income                         3,402         (3,299)
                                                                     --------       --------
     Net cash provided by operating activities                         93,960         50,477
                                                                     --------       --------
CASH FLOWS FROM INVESTING ACTIVITIES
  Additions to properties                                            (529,445)      (138,535)
  Additions to leasing costs                                           (3,200)        (2,829)
  Additions to investment in mortgages                                      -        (14,334)
  Proceeds from disposal of property                                   76,862              -
                                                                     --------       --------
     Net cash used for investing activities                          (455,783)      (155,698)
                                                                     --------       --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from debt                                                  127,000        265,550
  Payments on debt                                                   (112,104)      (269,518)
  Payment of financing fees                                              (146)        (1,422)
  Partner distributions                                               (49,745)       (36,758)
  Capital contributions  - stock offerings                            374,835        151,332
  Capital contributions  - stock options exercised                      1,871            404
  Proceeds from the sale of limited partnership units                      25              -
                                                                     --------       --------
     Net cash provided by financing activities                        341,736        109,588
                                                                     --------       --------
     Net (decrease) increase in cash and cash equivalents             (20,087)         4,367
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                       29,336          7,573
                                                                     --------       --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                           $  9,249       $ 11,940
                                                                     ========       ========
SUPPLEMENTAL CASH FLOW DISCLOSURE
  Cash paid for interest                                               26,014         15,399
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
Debt assumed in relation to property acquisitions                      51,852              -
Increase to land and assessment bonds payable                           1,049            600
Limited partnership interest recorded in relation to property          26,072              -
acquisitions
Write-off of fully depreciated property                                 3,103         10,266
Write-off of fully amortized deferred financing and leasing costs       1,170          3,217
</TABLE>


         The accompanying notes are an integral part of these statements.


                                       8


<PAGE>   9


                            SPIEKER PROPERTIES, L.P.
                                                
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 1997 and 1996
                        (in thousands, except unit 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 June 30, 1997, the Company owned
         an approximate 87.0 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 June 30, 1997, and December 31, 1996, and its consolidated results
         of operations for the three and six months ended June 30, 1997 and 1996
         and its consolidated cash flows for the six months ended June 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 six months ended June 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 June 30, 1997, and December 31, 1996, none of the
         carrying values of the properties exceeded their estimated fair values.
         As of June 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 two mortgage loans that are secured by
         real estate. The Operating Partnership assesses possible impairment of
         these loans by reviewing the fair value of the underlying real estate.
         As of June 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).

         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 23 years. Unamortized
         financing and leasing costs are charged to expense upon the early
         termination of the lease or upon early payment of financing.

         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,


                                          10


<PAGE>   11


         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 six months ended June 30, 1997 and 1996,
         are as follows:


<TABLE>
<CAPTION>
                                      General Partner Units       Limited Partner Units
                                      ---------------------       ---------------------
           <S>                              <C>                         <C>      
            Three months ended:
              June 30, 1997                 49,138,960                   7,213,675
              June 30, 1996                 36,888,313                   6,549,819
            
            Six months ended:
              June 30, 1997                 47,342,428                   7,123,689
              June 30, 1996                 34,721,955                   6,549,819
</TABLE>


         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 June 30, 1997 and 1996, the Operating Partnership's basic
         earnings per unit would have been $.70 and $.40 per unit, respectively,
         and its fully diluted earnings per unit would have been $.69 and $.39
         per unit, respectively. Had the provisions of SFAS No. 128 been applied
         to the Operating Partnership's results of operations for the six months
         ended June 30, 1997 and 1996, the Operating Partnership's basic
         earnings per unit would have been $1.19 and $.78 per unit,
         respectively, and its fully diluted earnings per unit would have been
         $1.18 and $.78 per unit, respectively.


                                       11


<PAGE>   12


         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 June 30, 1997, and December 31, 1996,
         is summarized as follows:


<TABLE>
<CAPTION>
                                                 June 30, 1997       December 31, 1996
                                                 -------------       -----------------
           <S>                                  <C>                    <C>                  
             Note receivable from Spieker
               Northwest, Inc. secured by real           3,033                    -
               property
             Management fees and reimbursements
               due from Spieker Partners
               related entities (certain                    17                   117
               officers of Spieker Properties,
               Inc., are partners in Spieker
               Partners)
</TABLE>
     

4.       PROPERTY HELD FOR DISPOSITION

         The Operating Partnership has determined to focus exclusively on office
         and industrial properties. The Operating Partnership has therefore
         decided to divest itself of its retail properties (thirteen properties
         at the time of the determined divestiture) and to reinvest the proceeds
         from these properties in office and industrial properties.

         In December 1996, the Operating Partnership entered into agreements to
         dispose of nine retail properties located in California, Oregon, and
         Washington to a third party for $106,500. Three of the nine properties
         closed on December 20, 1996. Of the remaining six properties, one
         closed on January 6, 1997, resulting in a gain on disposition of
         $1,489; four properties closed on April 9, 1997, resulting in a gain on
         disposition of $9,640; and the final property is scheduled to close by
         December 31, 1997.

         In addition, the Operating Partnership is in the process of divesting
         itself of four other retail properties. Two of the four other
         properties closed on April 9, 1997. The gain on disposition of these
         two properties located in Fresno, California, was $3,051. The
         divestiture of the two remaining properties is subject to the
         identification of a purchaser, negotiation of acceptable terms and
         other customary conditions.

         The net carrying amount of the three remaining retail properties held
         for disposition as of June 30, 1997, is $56,340.


                                       12


<PAGE>   13


5.       DEBT

         Unsecured Notes

         As of June 30, 1997, the Operating Partnership has outstanding $635,000
         in investment grade rated unsecured notes with varying interest rates
         from 6.65% to 8.00% payable semi-annually. The notes are due on various
         dates from 2000 to 2016.

         Unsecured Line of Credit

         As of June 30, 1997, the maximum amount available under the Operating
         Partnership's unsecured line of credit facility was $150,000. The
         facility carries interest at LIBOR plus 1.25%. The line of credit
         matures in November 1997 and the Operating Partnership has an option to
         extend it for one year upon payment of a fee equal to 0.12% of the
         total amount available. The facility also includes a fee on average
         unused funds which varies between 0.125% and 0.20% based on the average
         outstanding balance. As of June 30, 1997, the amount drawn on the
         facility was $57,000.

         Mortgage Loans

         Mortgage loans of $94,745 as of June 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 June 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.


                                       13


<PAGE>   14


8.       ACQUISITIONS

         The Operating Partnership acquired the following properties during the
         six months ended June 30, 1997:


<TABLE>
<CAPTION>
                                                           Property Total Rentable
     Project Name                        Location          Type (1)  Square Feet    Initial Cost
     --------------------------------  ------------------  --------  ------------   -----------
    <S>                                <C>                      <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
</TABLE>


<TABLE>
       <S>      <C>   
       (1)      "O" indicates office property; "I" indicates industrial property.
       (2)      Previously identified as Andover Park in the January 1997 Equity
                Offering Prospectus.
       (3)      The Operating Partnership 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.
</TABLE>


6.       DEVELOPMENTS

         During the six months ended June 30, 1997, the Operating Partnership
         acquired five parcels of land for development. The total initial cost
         of these five parcels was $17,126.


10.      SUBSEQUENT EVENTS

         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 ongoing
         acquisition and development of property.

         The Company has amended the line of credit facility. Effective August
         8, 1997, the amount available under the facility has been increased to
         $250,000, the interest rate has been reduced to LIBOR plus 0.80% and
         the facility will mature in August 2001. In addition the facility
         includes a competitive bid option.

         In July 1997 the Company purchased one office and one industrial
         property. These properties combined represent 665,000 square feet of
         rentable space at an initial acquisition cost of $68,800.


                                       14


<PAGE>   15


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 six month periods ended June 30, 1997, as compared
to the corresponding periods ended June 30, 1996.

Rental revenues for the second quarter of 1997 increased by $27.8 million or
59.5% to $74.5 million, as compared with $46.7 million for the quarter ended
June 30, 1996. Of this increase, $17.7 million was generated by properties
acquired during the first six months of 1997 (the "1997 Acquisitions"). In the
second quarter of 1997 the Operating Partnership acquired properties totaling
1.2 million square feet for a total investment of $152.6 million. During the
first six months of 1997 the Operating Partnership acquired properties totaling
4.4 million square feet for a total investment of $560.5 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 second 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.

$9.1 million of the rental revenue increase in the second 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").

$2.5 million of the increase in rental revenues is attributable to revenue
increases in properties owned at January 1, 1996, and still owned at June 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 June 30, 1997, the Operating Partnership completed 221
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 33.8% higher than the expiring coupon rent. This brings the total
second-generation activity for the first half of 1997 to 399 completed lease
transactions for 2.4 million square feet at a 21.3% increase in effective rates,
over expiring coupon rents.

$2.1 million of the rental revenue increase in the second 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 six months
ended June 30, 1997, three properties totaling 236,100 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 $17.5 million. The Operating
Partnership also has a current development pipeline of 3.2 million square feet
representing a total projected cost of $168.6 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 $3.6
million attributable to the disposition of properties which were owned by the
Operating Partnership during the quarter ended June 30, 1996 (the "Property
Dispositions").


                                       15


<PAGE>   16


Rental revenues for the six month period ended June 30, 1997, increased by $47.8
million or 52.5% to $138.9 million as compared to $91.1 million for the same
period ended June 30, 1996. $25.3 million and $19.5 million, respectively, of
this increase was attributable to the 1997 and 1996 Acquisitions; $4.2 million
relates to the Core Portfolio, $3.8 million is attributable to the Developments,
with the remainder attributable to a $5.0 million decrease from Property
Dispositions.

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 increased by $21.1 million or 69.6% to $51.4
million, as compared to $30.3 million for the quarter ended June 30, 1996. Of
this increase, $11.5 million and $5.9 million relates to the 1997 and 1996
Acquisitions, $1.7 million is attributable to the Developments, and $2.0 million
is attributable to the Core Portfolio. For the six month period ended June 30,
1997, rental revenues net of property operating expenses increased by $35.6
million or 59.6% from $59.7 million to $95.3 million at June 30, 1997. $16.8
million and $13.2 million related to the 1997 and 1996 Acquisitions, $3.0
million is attributed to the Developments, and $2.6 million is related to the
Core Portfolio.

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 7.7 million square feet or 45.0% to 24.8 million
square feet on June 30, 1997, from 17.1 million on June 30, 1996. At June 30,
1997, the portfolio of stabilized properties was 95.8% occupied. By property
type, the office portfolio was 95.1% occupied and the industrial portfolio was
96.2% occupied.

Interest and other income increased by $0.4 million and $1.4 million or 40.0%
and 70.0% for the three and six month periods ended June 30, 1997, over the same
respective periods ended June 30, 1996. The net increase in interest and other
income is due to higher average cash balances of $29.9 million and $57.9 million
for the three and six month periods ended June 30, 1997, as compared to $9.5
million and $9.4 million for the corresponding periods in 1996.

Rental expenses increased by $7.9 million or 105.3% for the three months ended
June 30, 1997, as compared with the same period in 1996. Real estate taxes
increased by $1.9 million or 48.7% for the three months ended June 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 $6.2 million is attributable to the 1997
Acquisitions, $3.2 million is attributable to the 1996 Acquisitions, $0.6
million is attributable to the Core Portfolio, $0.4 million is attributable to
the Developments, and there is a $0.6 million decrease attributable to the
Property Dispositions. On a percentage basis, property operating expenses were
28.5% and 24.4% of rental revenues for the quarters ended June 30, 1997, and
June 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 June 30, 1997, 60.6% 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.

For the six month period ended June 30, 1997, rental expenses increased by $12.3
million from $14.8 million for the six months ended June 30, 1996. This
represents a 83.1% increase year over year. Real estate taxes increased by $3.7
million or 50.7% to $11.0 million for the first half of 1997 as compared to $7.3
million for the same period in 1996. The total increase in the property
operating expenses is attributable to a $8.5 million increase for the 1997
Acquisitions, a $6.3 million increase for the 1996 Acquisitions, a $1.2 million
increase in the Core Portfolio, a $0.8 million increase for the Developments,
and a $0.8 reduction attributable to the Property Dispositions. On a percentage
basis property operating expenses were 27.4% and 24.3% of rental revenues for
the six months ended June 30, 1997, and 1996, respectively.

Interest expense increased by $4.9 million or 62.8% to $12.7 million for the
three months ended June 30, 1997, from $7.8 million for the same period in 1996.
For the six month period ended June 30, 1997, interest expense 


                                       16


<PAGE>   17


increased by $8.0 million or 47.9% to $24.7 million from $16.7 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 June 30, 1997, and 1996 was $755.1 million and $459.4
million respectively. The average balance outstanding for the six months ended
June 30, 1997, was $728.2 million and $494.5 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 $3.6 million and $5.7
million or 40.9% and 32.9% for the three and six month periods ended June 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 $1.7 million for the three and six month periods ended June 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 4.7% of rental revenues for both the three and six
month periods ended June 30, 1997, respectively, as compared with 5.4% and 5.3%
for the same periods in 1996.

During the second quarter of 1997, the Operating Partnership disposed of an
additional six retail properties resulting in a gain on disposition of $12.7
million. This brings the total gain on disposition of property for the first
half of 1997 to $14.2 million on seven retail properties sold.

Net income before minority interests and disposition of property increased by
$9.0 million or 52.6% to $26.1 million for the three month period ended June 30,
1997, from $17.1 million for the same period in 1996. For the six month period
ended June 30, 1997, net income before minority interests and disposition of
property increased by $17.8 million or 55.5% to $49.9 million, from $32.1
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 six-month period ended June 30, 1997, cash provided by operating
activities increased by $43.5 million or 86.1% to $94.0 million, as compared to
$50.5 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, a decrease
in prepaid expenses and other assets, and an increase in unearned rental income.
Cash used for investing activities increased by $300.1 million or 192.7% to
$455.8 million for the first six months of 1997, as compared to $155.7 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 $232.1
million or 211.8% to $341.7 million for the first six months of 1997, as
compared to $109.6 million for the same period in 1996. During the first six
months of 1997, cash provided by financing activities consisted, primarily, of
$374.8 million in net proceeds from the sale of Common Stock, net borrowings of
$18.0 million on the line of credit and net payments of $3.1 million on mortgage
loans. Additionally, payments of distributions increased by $12.9 million to
$49.7 million for the first six months of 1997, as compared with $36.8 million
for the same period in 1996. The increase is due to the greater number of units
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.

At June 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.


                                       17



<PAGE>   18


The Operating Partnership has a $150.0 million unsecured line of credit facility
(the "Facility") with interest at London Interbank Offered Rates ("LIBOR") plus
1.25%. The Facility matures in November 1997 and the Operating Partnership has
an option to extend the Facility for one year upon payment of a fee equal to
0.12% of the total Facility. The Facility also includes a fee on average unused
funds, which varies between 0.125% and 0.20% based on the average outstanding
balance. At June 30, 1997, the Operating Partnership had $57.0 million
outstanding under the Facility.

Subsequent to the end of the quarter, the Operating Partnership amended the
current unsecured line of credit facility, increasing the available funds to
$250.0 million and reducing the interest rate to LIBOR plus 0.8%. The amended
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.

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. As of June 30, 1997,
$50.0 million of debt securities remained available for issuance under the
medium-term note program.

As of June 30, 1997, the Operating Partnership had $635 million of investment
grade rated unsecured notes outstanding. The notes have interest rates which
vary from 6.65% to 8.00%, and various maturity dates which range from 2000 to
2016.

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. Net proceeds of $146.1
million were used to repay borrowings on the unsecured line of credit and to
fund the ongoing acquisition and development of properties.

In addition to the Unsecured Notes and the Facility, the Operating Partnership
has $94.7 million of secured indebtedness (the "Mortgages") at June 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 $5.3 million of assessment bonds
outstanding as of June 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 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 Operating Partnership 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 Operating Partnership and $500.0 million of debt securities of the Operating
Partnership and became effective in January 1997.

After completion of the January 1997 equity offering and the July 1997 notes
offering, the Operating Partnership has the capacity pursuant to the January
1997 Shelf Registration Statement to issue up to approximately $500.0 million in
equity securities and the Operating Partnership has the capacity pursuant to the
January 1997 Shelf Registration Statement to issue up to $465.0 million in debt
securities (including the $50.0 million of medium-term notes available under the
Operating Partnership's existing medium-term note program).


                                       18


<PAGE>   19


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 partners. 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 six months ended June
30, 1997, are 56,352,635 and 54,466,117, respectively, and 43,438,132 and
41,271,774 for the same periods in 1996.

                       STATEMENT OF FUNDS FROM OPERATIONS
                             (dollars in thousands)


<TABLE>
<CAPTION>
                                                 Three Months Ended               Six Months Ended
                                           June 30, 1997   June 30, 1996    June 30, 1997   June 30, 1996
                                           -------------   -------------    -------------   -------------
<S>                                          <C>             <C>             <C>             <C>        
         Net income before
           disposition of property           $ 26,111        $ 17,131        $ 49,923        $ 32,110(1)
           and minority interest

         Add:

         Depreciation and Amortization         12,276           8,723          22,753          17,197

         Dividends on Series B                 (2,510)         (2,510)         (5,020)         (5,020)
         Preferred Stock

         Other, net                               187             120             375              86(1)

         Straight-lined rent                     (579)            125            (576)             55
                                             --------        --------        --------        --------

             Funds from Operations           $ 35,485        $ 23,589        $ 67,455        $ 44,428
                                             ========        ========        ========        ========
</TABLE>

     (1) Includes reclassification of extraordinary gain realized on the early
         extinguishment of debt of $150.


                                       19


<PAGE>   20


    PART II. OTHER INFORMATION

    Item 2.    Changes in Securities

    In connection with the acquisition of the Emeryville Portfolio in January
    1997, the Operating Partnership issued 756,855 units to the seller of such
    properties with an aggregate value of $26.0 million, based on the average
    stock price of Spieker Properties, Inc. Common Stock during a specified
    period of time prior to closing. Such units were issued in a private
    negotiated transaction to four partnerships and a trust, pursuant to the
    exemption from registration provided by Section 4(2) of the Securities Act.
    Such units are convertible on a one for one basis into shares of Common
    Stock of the Company after January 1998.

    Item 6.    Exhibits and Reports on Form 8-K

    (A) Exhibits

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

        Exhibit
        Number

        12.1  Statement of Computation of Ratio of Earnings to Combined 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 June
        27, 1997, containing combined statements of revenue and certain expenses
        for the Pasadena Portfolio, Metro Plaza and the Three Property
        Transactions.


                                       20


<PAGE>   21


                                   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:  August 13, 1997                /s/  ELKE STRUNKA
      ---------------------------      -------------------
                                       Elke Strunka
                                       Vice President and Principal
                                       Accounting Officer of Spieker
                                       Properties, Inc., general partner of
                                       Spieker Properties, L.P.


                                       21


<PAGE>   22


                               INDEX TO EXHIBITS


EXHIBIT
NUMBER                        EXHIBITS
-------                       --------
12.1                     Statement of Computation of Ratio of Earnings
                         to Combined Fixed Charges 

27.1                     Financial Data Schedules