===============================================================================





                       Securities and Exchange Commission

                             Washington, D.C. 20549



                                    FORM 10-Q


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


                      For the quarter ended March 31, 2000


                        Commission file number 000-30571



                        ARDEN REALTY LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)



            Maryland                                      95-4599813
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)



                            11601 Wilshire Boulevard,
                                    4th Floor
                       Los Angeles, California 90025-1740
              (Address and zip code of principal executive offices)



Registrant's telephone number, including area code: (310) 966-2600

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.

(1)      Yes    X      No
              -----       -----.
(2)      Yes           No   X
              -----       -----.

As of May 31,  2000  there were  65,466,794  shares of the  registrant's  common
operating partnership units issued and outstanding.


 ===============================================================================





<PAGE>

<TABLE>
<CAPTION>

                        ARDEN REALTY LIMITED PARTNERSHIP
                                    FORM 10-Q
                                TABLE OF CONTENTS


                                                                                                          PAGE NO.
                                                                                                          --------

PART I.           FINANCIAL INFORMATION

                  Item 1.   Financial Statements
                           Consolidated Balance Sheets as of March 31, 2000 (Unaudited) and
<S>                                                                                                              <C>
                               December 31, 1999..................................................................3

                           Consolidated Statements of Income for the three months ended
                              March 31, 2000 and 1999 (Unaudited).................................................4

                           Consolidated Statements of Cash Flows for the three months ended
                              March 31, 2000 and 1999 (Unaudited).................................................5

                           Notes to Consolidated Financial Statements.............................................6

                  Item 2.   Management's Discussion and Analysis of Financial
                              Condition and Results of Operations.................................................9

                  Item 3.   Quantitative and Qualitative Disclosures about Market Risk...........................18



PART II.          OTHER INFORMATION..............................................................................19

                  SIGNATURES.....................................................................................20




</TABLE>




                                       2
<PAGE>



Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
-------  --------------------
<TABLE>
<CAPTION>


                        Arden Realty Limited Partnership
                           Consolidated Balance Sheets
                        (in thousands, except unit data)

                                                                                     March 31,          December 31,
                                                                                       2000                1999
                                                                                 ----------------      ------------
                                                                                    (unaudited)
ASSETS
Commercial properties:
<S>                                                                                <C>                  <C>
   Land....................................................................        $   467,157          $   467,157
   Buildings and improvements..............................................           1,846,183           1,833,052
   Tenant improvements and leasing costs...................................            175,253              153,161
                                                                                   -----------          -----------
                                                                                      2,488,593           2,453,370
   Less:  accumulated depreciation.........................................           (176,545)            (158,590)
                                                                                   -----------          -----------
                                                                                      2,312,048           2,294,780
   Properties under development............................................            210,514              183,349
                                                                                   -----------          -----------
     Net investment in real estate.........................................           2,522,562           2,478,129

Cash and cash equivalents..................................................              2,501                7,056
Restricted cash............................................................             18,685               18,513
Rent and other receivables, net of allowance...............................             11,486               11,785
Due from general partner...................................................              2,595                2,446
Mortgage notes receivable, net of discount.................................             13,783               13,847
Deferred rent..............................................................             25,330               23,932
Prepaid financing costs, expenses and other assets, net of amortization....             20,313               17,196
                                                                                   -----------          -----------
     Total assets..........................................................        $ 2,617,255          $ 2,572,904
                                                                                   ===========          ===========

LIABILITIES
Mortgage loans payable.....................................................            621,171              740,806
Unsecured lines of credit..................................................            212,850              288,850
Unsecured senior notes, net of discount....................................            249,079                   --
Accounts payable and accrued expenses......................................             28,181               34,482
Security deposits..........................................................             18,074               16,073
                                                                                 -------------          -----------
     Total liabilities.....................................................          1,129,355            1,080,211

Minority interests.........................................................              2,980                2,953

PARTNER'S CAPITAL
Preferred partner, 2,000,000 Series B Cumulative Redeemable Preferred Units                                  50,000
   outstanding at March 31, 2000 and December 31, 1999.....................             50,000
General  and  limited  partners,  65,467,000  and  65,509,000  common  operating
   partnership units outstanding at March 31, 2000 and December 31, 1999,
    respectively...........................................................           1,436,240           1,441,907
Receivable from general partner for common operating partnership units.....             (1,320)              (2,167)
                                                                                   -----------          -----------
     Total partners' capital...............................................          1,484,920            1,489,740
                                                                                   -----------          -----------
     Total liabilities and partners' capital...............................        $ 2,617,255          $ 2,572,904
                                                                                   ===========          ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>


                        Arden Realty Limited Partnership
                        Consolidated Statements of Income
                      (in thousands, except per unit data)
                                   (unaudited)


                                                                                              Three Months Ended
                                                                                                   March 31,
                                                                                         ------------------------
                                                                                             2000            1999
                                                                                         ----------     ---------

<S>                                                                                       <C>             <C>
Revenue............................................................................       $  89,678       $ 79,336
Property operating expenses........................................................          25,347         23,510
                                                                                          ---------       --------
                                                                                             64,331         55,826

General and administrative expenses................................................           1,669          1,291
Interest expense...................................................................          17,852         13,183
Depreciation and amortization......................................................          20,147         16,215
Interest and other income..........................................................            (855)          (670)
                                                                                          ---------       --------
Income before minority interest....................................................          25,518         25,807
Minority interests.................................................................             (30)           (54)
                                                                                          ---------       --------
Net income.........................................................................       $  25,488       $ 25,753
                                                                                          =========       ========

Net income allocated to:
     Preferred units...............................................................       $   1,078       $     --
                                                                                          =========       ========
     Common units..................................................................       $  24,410       $ 25,753
                                                                                          =========       ========

Net income per common operating partnership unit:
     Basic.........................................................................       $    0.37     $     0.39
                                                                                          =========     ==========
     Diluted.......................................................................       $    0.37     $     0.39
                                                                                          =========     ==========

Weighted average common operating partnership units outstanding:
     Basic.........................................................................          65,490        65,509
                                                                                          =========     =========
     Diluted.......................................................................          65,564        65,602
                                                                                          =========     =========
</TABLE>

           See accompanying notes to consolidated financial statements.





                                       4
<PAGE>
<TABLE>
<CAPTION>


                        Arden Realty Limited Partnership
                      Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (unaudited)

                                                                                               Three Months Ended
                                                                                                    March 31,
                                                                                         --------------------------------

                                                                                               2000             1999
                                                                                         ---------------   --------------
OPERATING ACTIVITIES:
<S>                                                                                       <C>               <C>
  Net income........................................................................      $   25,488        $   25,753
  Adjustments to reconcile net income to net cash
    provided by operating activities:

    Minority interests..............................................................              30                54
    Depreciation and amortization...................................................          20,147            16,215
    Amortization of loan costs......................................................             884               568
    Changes in operating assets and liabilities:
       Rent and other receivables...................................................             363             1,801
       Due from general partner.....................................................            (149)             (176)
       Deferred rent................................................................          (1,398)           (1,609)
       Prepaid financing costs, expenses and other assets...........................          (4,001)           (6,091)
       Accounts payable and accrued expenses........................................           2,124             5,730
       Security deposits............................................................           2,001               178
                                                                                         -----------        ----------
  Net cash provided by operating activities.........................................          45,489            42,423
                                                                                         -----------        ----------
INVESTING ACTIVITIES:
  Acquisitions and improvements to investment in real estate........................         (73,082)          (44,614)
                                                                                         -----------        ----------
FINANCING ACTIVITIES:
  Proceeds from mortgage loans......................................................          31,500            30,002
  Repayments of mortgage loans......................................................        (151,135)             (170)
  Proceeds from unsecured lines of credit...........................................          21,000            12,200
  Repayments of unsecured lines of credit...........................................         (97,000)          (12,200)
  Proceeds from unsecured senior notes, net of discount.............................         249,079                --
  Distributions to preferred operating partnership unit holders.....................          (1,078)               --
  Distributions and redemption paid to common operating partnership unit holders....         (29,153)          (27,514)
  Increase in restricted cash.......................................................            (172)           (2,776)
  Distributions to minority interests...............................................              (3)              (28)
                                                                                         -----------        ----------
  Net cash provided by (used in) financing activities...............................          23,038              (486)
                                                                                         -----------      ------------
  Net decrease in cash and cash equivalents.........................................          (4,555)           (2,677)
  Cash and cash equivalents at beginning of period..................................           7,056             4,578
                                                                                         -----------        ----------
  Cash and cash equivalents at end of period........................................      $    2,501        $    1,901
                                                                                          ==========        ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for interest, net of amount capitalized...............      $   19,227        $   15,102
                                                                                          ==========        ==========
</TABLE>

                See accompanying notes to consolidated financial statements.

                                       5
<PAGE>


                        Arden Realty Limited Partnership
                   Notes to Consolidated Financial Statements
                                 March 31, 2000
                                   (Unaudited)


1.    DESCRIPTION OF BUSINESS

         The terms "Operating Partnership", "us", "we" and "our" as used in this
report refer to Arden Realty Limited Partnership. The term "Arden Realty" refers
to Arden Realty, Inc., or Arden Realty Limited Partnership.

         We are an operating partnership that owns, manages,  leases,  develops,
renovates and acquires  commercial  properties  located in Southern  California.
Arden  Realty,  a real estate  investment  trust,  or REIT,  is our sole general
partner  and, as of March 31, 2000 and  December  31,  1999,  owned 96.7% of our
common partnership  units, or common OP Units.  Commencing with its taxable year
ended  December 31, 1996,  Arden Realty has operated and qualified as a REIT for
federal income tax purposes.

         Arden Realty conducts  substantially  all of its operations  through us
and our  subsidiaries.  As of March 31, 2000, we directly or indirectly  owned a
portfolio of 142 primarily  offices  properties  containing  approximately  18.5
million net rentable square feet and three properties with approximately 700,000
square feet under development.

         Arden   Realty's   interest   in  us  entitles  it  to  share  in  cash
distributions  from,  and  in  our  profits  and  losses  in  proportion  to its
percentage ownership. Specific individuals and entities own our remaining common
OP Units,  including Messrs. Ziman and Coleman, our Chairman and Chief Executive
Officer and our President and Chief Operating  Officer,  respectively,  together
with other  entities and persons who were issued  common OP Units in  connection
with our acquisition of specific  properties  previously owned by those entities
and persons. Holders of common OP Units are entitled to cause us to redeem their
common OP Units for cash.  Arden Realty,  however,  may, instead of paying cash,
elect to  exchange  those  common OP Units for shares of its  common  stock on a
one-for-one  basis,  subject to specific  limitations.  With each  redemption or
exchange  of common OP Units,  Arden  Realty's  percentage  interest  in us will
increase.

         As our sole general  partner,  Arden Realty generally has the exclusive
power under our  partnership  agreement  to manage us and conduct our  business,
subject to limited  exceptions.  Arden Realty's  board of directors  manages our
affairs.  We cannot be terminated  until the year 2096 without the approval of a
majority of our partners or in connection with the sale of all or  substantially
all of our assets, a business  combination,  a judicial decree or the redemption
of all the OP Units held by our limited partners.

         The  accompanying   consolidated   financial   statements  include  our
accounts,   and  the  accounts  of  our  other  subsidiaries.   All  significant
intercompany balances and transactions have been eliminated in consolidation.

2.    INTERIM FINANCIAL DATA

         The accompanying  consolidated  financial  statements should be read in
conjunction  with  our 1999  financial  statements  and  related  notes  thereto
included in our registration  statement on Form S-4 as filed with the Securities
and  Exchange   Commission  on  April  21,  2000.  The  accompanying   financial
information  reflects all  adjustments,  which are, in our opinion,  of a normal
recurring  nature  and  necessary  for a  fair  presentation  of  our  financial
position,  results of operations and cash flows for the interim periods. Interim
results  of  operations  are not  necessarily  indicative  of the  results to be
expected for the full year.

         Certain prior period amounts have been reclassified to conform with the
current period presentation.

                                       6
<PAGE>


3.    MORTGAGE LOANS  PAYABLE,  UNSECURED  LINES OF CREDIT AND UNSECURED  SENIOR
      NOTES

<TABLE>
<CAPTION>
         A summary  of our  outstanding  indebtedness  as of March 31,  2000 and
December 31, 1999 is as follows:

                                                               Stated Annual
                                 March 31,                   Interest Rate at                         Number of      Maturity
                                   2000       December 31,    March 31, 2000    Fixed/Floating        Properties      Month/
Type of Debt                    (unaudited)       1999          (unaudited)         Rate             Securing Loan     Year
------------                    -----------   -------------  -----------------  -------------       -------------     ------
                                        (in thousands)
MORTGAGE LOANS PAYABLE:
Fixed Rate
----------
<S>                               <C>        <C>                   <C>          <C>                        <C>          <C>
Mortgage Financing I(1)....    $   175,000    $   175,000           7.52%       Fixed                      18           6/04
Mortgage Financing III(2)..        136,100        136,100           6.74        Fixed                      22           4/08
Mortgage Financing IV(2)...        111,200        111,200           6.61        Fixed                      12           4/08
Mortgage Financing V(3)....        113,566        114,016           6.94        Fixed                      12           4/09
Mortgage Financing VI(3)...         22,392         22,426           7.54        Fixed                       3           4/09
Westwood Center(3).........         14,778         14,859           8.09        Fixed                       1           5/03
Activity Business  Center(3)         7,981          8,003           8.85        Fixed                       1           5/06
299 North Euclid(1)........             --          5,000           7.00        Fixed                       1           7/02
145 South Fairfax(3).......          4,042          4,050           8.93        Fixed                       1           1/27
Marin Corporate Center(3)..          3,137          3,168           9.00        Fixed                       1           7/15
Conejo Business Center(3)..          3,083          3,114           8.75        Fixed                 (Note 4)          7/15
Conejo Business Center(3)..          1,343          1,358           7.88        Fixed                 (Note 4)          7/15
                               -----------    -----------
                                   592,622        598,294
Floating Rate
-------------
Lehman Prepayable Term Loan
   II and III(1)...........             --        120,475             --        LIBOR + 2.25%               9          11/00
Construction Loan(6).......         28,549         22,037           8.13        LIBOR + 2.0%          (Note 5)         12/00
                               -----------    -----------
                                   621,171        740,806
UNSECURED LINES OF CREDIT:
Floating Rate
-------------
Wells Fargo(1).............        212,850        280,850           7.38        LIBOR + 1.3%               --           6/00
City National Bank(1)......             --          8,000             --        Prime Rate - 0.875%        --           8/00
                               -----------    -----------
                                   212,850        288,850
UNSECURED SENIOR NOTES:
Fixed Rate
----------
2005 Notes(7)..............        199,488             --           8.88        Fixed                      --           3/05
2010 Notes(7)..............         49,591             --           9.15        Fixed                      --           3/10
                               -----------    -----------
                                   249,079             --
                               -----------    -----------

   Total Debt..............    $ 1,083,100    $ 1,029,656
                               ===========    ===========
</TABLE>

----------

(1)   Requires  monthly  payments of interest only, with  outstanding  principal
      balance due upon maturity.

(2)   Requires  monthly  payments  of  interest  only for five years and monthly
      payments of principal and interest thereafter.

(3)   Requires monthly payments of principal and interest.

(4)   Both mortgage loans are secured by the Conejo Business Center property.

(5)   This loan is secured by certain  property  and  construction  improvements
      relating to the 6060 Center  Drive  office  building in the Howard  Hughes
      Center.

(6)   All  interest  and  principal  due upon  maturity.  This loan  matures  in
      December 2000 with two one-year extension options.

(7)   Requires  semi-annual  interest  payments only, with principal balance due
      upon maturity.

         On January 25, 2000, we expanded one of our two  prepayable  term loans
with an affiliate of Lehman  Brothers  totaling  $120.5  million by $25 million,
resulting in a combined outstanding balance of $145.5 million for both loans.

         On March 17, 2000, we issued $250 million of senior  unsecured notes in
two tranches. One tranche was for $200 million at an interest rate of 8.875% due
in March 2005 and the other  tranche was for $50 million at an interest  rate of
9.150% due in March 2010. These notes are our senior  unsecured  obligations and
pay  interest  semi-annually  on March 1, and  September  1, of each  year.  Net
proceeds from this offering were used to repay two  prepayable  term loans to an
affiliate of Lehman Brothers  described  above totaling  $145.5 million,  a $5.0
million mortgage loan and approximately  $96.1 million under our unsecured lines
of credit.  These senior  unsecured notes were issued in a private  placement in
reliance  upon an exemption  from  registration  provided by Rule 144A under the
Securities  Act. On April 21, 2000, we filed a  registration  statement with the
Securities and Exchange Commission enabling the holders of the notes to exchange
the  privately  placed  notes  for  publicly  traded  notes.



                                       7
<PAGE>


         That  registration  statement  became effective on May 10, 2000 and the
holders of the  privately  placed notes will have until June 5, 2000 to exchange
such notes for our registered notes.

         On May 3, 2000, we extended our  unsecured  line of credit with a group
of banks  led by Wells  Fargo,  or the  Lenders.  The  extended  line of  credit
provides for borrowings up to $275 million with an option to increase the amount
to $325 million and bears  interest at a rate ranging  between  LIBOR plus 1.15%
and LIBOR plus 1.80%  (including  an annual  facility  fee ranging from 0.20% to
0.40% based on the aggregate amount of the facility)  depending on our unsecured
debt  rating.  In addition,  as long as we maintain an unsecured  debt rating of
BBB-/Baa3 or better,  the agreement  contains a competitive bid option,  whereby
the Lenders may bid on the interest rate to be charged for up to $137.5  million
of the unsecured line of credit. Under certain  circumstances,  we also have the
option to  convert  the  interest  rate on this line of credit to the prime rate
plus 0.5%.  This line of credit matures in May 2003 with an option to extend the
maturity date for one year.

4.    PARTNERS' CAPITAL

         In January 2000, we made  distributions  of $0.445 per common operating
partnership unit.

5.    REVENUE FROM RENTAL OPERATIONS AND PROPERTY OPERATING EXPENSES

         Revenue  from rental  operations  and property  operating  expenses are
summarized as follows (in thousands):
<TABLE>
<CAPTION>

                                                                         Three Months Ended March 31,
                                                                      -------------------------------
                                                                         2000                 1999
                                                                      ----------           ----------
                                                                                (unaudited)
Revenue from Rental Operations:
<S>                                                                   <C>                   <C>
   Rental.................................................            $  77,513             $ 69,510
   Tenant reimbursements..................................                3,592                3,467
   Parking, net of expenses ..............................                3,972                3,182
   Other rental operations................................                4,601                3,177
                                                                      ----------           ----------
                                                                         89,678               79,336
                                                                      ----------           ----------
Property Operating Expenses:
   Repairs and maintenance................................                8,402                7,670
   Utilities..............................................                6,110                6,341
   Real estate taxes......................................                6,264                5,747
   Insurance..............................................                1,041                  982
   Ground rent............................................                  198                  181
   Marketing and other....................................                3,332                2,589
                                                                      ----------           ----------
                                                                         25,347               23,510
                                                                      ----------           ----------
                                                                      $  64,331             $ 55,826
                                                                      ==========           ==========
</TABLE>



6.    RELATED PARTY TRANSACTIONS

         Andrew  Sobel  resigned as  Executive  Vice  President  and Director of
Property  Operations of Arden Realty effective February 18, 2000. At the time of
his  termination,  Mr. Sobel  surrendered  42,553  shares of Arden Realty common
stock  underlying  a promissory  note in the amount of $1.0  million  payable to
Arden  Realty and  executed  a new  promissory  note in the amount of  $223,887,
representing  the difference  between the value of the common stock  surrendered
and the unpaid  principal and interest on his original  promissory note. The new
promissory note bears interest at 6.56%, with all accrued interest and principal
due on February 18, 2002. In addition, effective with his termination, Mr. Sobel
entered into a consulting and non-competition  agreement with Arden Realty for a
term of two years. Under this agreement,  Mr. Sobel will receive compensation of
$6,000  per  month,  which  will be applied  against  the  unpaid  interest  and
principal on the new promissory note.


                                       8
<PAGE>


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

Overview

         THE  FOLLOWING   DISCUSSION  RELATES  TO  OUR  CONSOLIDATED   FINANCIAL
STATEMENTS AND SHOULD BE READ IN CONJUNCTION WITH THE 1999 FINANCIAL  STATEMENTS
AND RELATED NOTES THERETO INCLUDED IN OUR REGISTRATION STATEMENT ON FORM S-4. IN
THIS FORM 10-Q,  THE TERMS "US," "WE," AND "OUR" REFERS TO ARDEN REALTY  LIMITED
PARTNERSHIP  AND OUR AFFILIATED  ENTITIES AS A  CONSOLIDATED  GROUP AND THE TERM
"ARDEN REALTY" REFERS TO ARDEN REALTY, INC.

         We are a full  service  real estate  organization  that owns,  manages,
leases,  develops,  renovates  and  acquires  commercial  properties  located in
Southern  California.  Arden Realty,  Inc., a real estate  investment  trust, or
REIT, is our sole general partner and, as of March 31, 2000,  owned 96.7% of our
common operating  partnership units. Arden Realty conducts  substantially all of
its  operations  through us and our  subsidiaries.  We are  managed by 11 senior
executive  officers  who have an average of 16 years of  experience  in the real
estate industry.  We perform all property  management,  accounting,  finance and
acquisition  activities and a majority of our leasing  transactions with our own
staff of approximately 300 employees.

         We are Southern California's largest publicly traded office landlord as
measured by total net rentable  square feet owned,  as of March 31, 2000.  Since
our formation in 1996, we have acquired 118 properties containing  approximately
14.5  million  net  rentable   square  feet  for  a  total   purchase  price  of
approximately $1.9 billion. As of March 31, 2000, our portfolio consisted of 142
primarily suburban office properties  containing  approximately 18.5 million net
rentable  square  feet and  three  properties  with  approximately  700,000  net
rentable  square feet under  development.  As of March 31, 2000,  our properties
were  approximately  95.4% leased,  excluding  three existing  properties  under
renovation.

         Our primary  business  strategy is to actively  manage our portfolio to
achieve  gains in occupancy  and rental rates,  maximize  income from  ancillary
operations and services and to reduce operating expenses. When market conditions
permit, we may also develop or acquire new properties in submarkets where we can
use our local market expertise and extensive real estate experience.







                                       9
<PAGE>


RESULTS OF OPERATIONS

         Our financial position and operating results are primarily comprised of
our portfolio of commercial properties and income derived from those properties.
Therefore,  financial  data from period to period will be affected by the timing
of significant property renovations, development and acquisitions.

         COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2000 TO THE THREE MONTHS
ENDED  MARCH  31,  1999  (IN   THOUSANDS,   EXCEPT  NUMBER  OF  PROPERTIES   AND
PERCENTAGES):
<TABLE>
<CAPTION>

                                                       Three Months Ended
                                                            March 31,
                                                   ----------------------------            Dollar            Percent
                                                       2000             1999               Change            Change
                                                   ----------        ----------            -------           --------
                                                            (unaudited)
REVENUE
  Revenue from rental operations:
<S>                                              <C>               <C>                  <C>                     <C>
    Rental.................................      $    77,513       $    69,510          $    8,003              12%
    Tenant reimbursements..................            3,592             3,467                 125               4%
    Parking, net of expenses...............            3,972             3,182                 790              25%
    Other rental operations................            4,601             3,177               1,424              45%
                                                 -----------       -----------          ----------            -----
                                                      89,678            79,336              10,342              13%
  Interest and other income................              855               670                 185              28%
                                                 -----------       -----------          ----------            -----
    Total revenue..........................      $    90,533       $    80,006          $   10,527              13%
                                                 ===========       ===========          ==========            =====

EXPENSES
  Property operating expenses:
    Repairs and maintenance................      $     8,402       $     7,670          $      732              10%
    Utilities..............................            6,110             6,341                (231)             (4%)
    Real estate taxes......................            6,264             5,747                 517               9%
    Insurance..............................            1,041               982                  59               6%
    Ground rent............................              198               181                  17               9%
    Marketing and other....................            3,332             2,589                 743              29%
                                                 -----------       -----------          ----------            -----
       Total property operating expenses...           25,347            23,510               1,837               8%
  General and administrative...............            1,669             1,280                 389              30%
  Interest.................................           17,852            13,183               4,669              35%
  Depreciation and amortization............           20,147            16,215               3,932              24%
                                                 -----------       -----------          ----------            -----
    Total expenses.........................      $    65,015       $    54,188          $   10,827              20%
                                                 ===========       ===========          ==========            =====

OTHER DATA:
NUMBER OF PROPERTIES
  Acquired during period...................               --                 1
  Owned at end of period...................              142               139

NET RENTABLE SQUARE FEET:
  Acquired during period...................               --                60
  Owned at end of period...................           18,492            18,028

</TABLE>



                                       10
<PAGE>


         The increase in revenue from rental  operations and property  operating
expenses  for the three  months  ended  March 31,  2000 as  compared to the same
period  in 1999 was  primarily  due to the four  properties  we  acquired  after
January 1, 1999.

         Following  is  a  summary  of  the  increase  in  revenue  from  rental
operations and property  operating  expenses that relates to the nine properties
we  acquired  or  placed in  renovation  after  January  1, 1999 and for the 133
stabilized  properties  we owned for all of the three month  periods ended March
31, 2000 and 1999 (in thousands, except number of properties).

<TABLE>
<CAPTION>


                                                                                                 Stabilized Properties Owned
                                                                       Properties Acquired or          for all of the
                                                                        Placed in Renovation         Three Months Ended
                                                    Total Variance      after January 1, 1999     March 31, 1999 and 2000 (1)
                                                    --------------     -----------------------   ----------------------------

REVENUE FROM RENTAL OPERATIONS:
<S>                                                     <C>                  <C>                       <C>
   Rental.......................................        $  8,003             $   4,143                 $  3,860
   Tenant reimbursements........................             125                   314                     (189)
   Parking, net of operations...................             790                   321                      469
   Other rental operations......................           1,424                   485                      939
                                                        --------             ---------                 --------
                                                        $ 10,342             $   5,263                 $  5,079
                                                        ========             =========                 ========

PROPERTY OPERATING EXPENSES:
   Repairs and maintenance......................        $    732             $     519                 $    213
   Utilities....................................            (231)                  407                     (638)
   Real estate taxes............................             517                   383                      134
   Insurance....................................              59                    54                        5
   Ground rent..................................              17                     -                       17
   Marketing and other..........................             743                   157                      586
                                                        --------             ---------                 --------
                                                        $  1,837             $   1,520                 $    317
                                                        ========             =========                 ========

OTHER DATA:
   Number of properties.........................                                     9                      133
   Net rentable square feet.....................                                 1,592                   16,900

</TABLE>

----------

(1)   See the Same Properties analysis below.

         Interest and other income  increased by  approximately  $185,000 or 28%
during the three months ended March 31, 2000,  as compared to the same period in
1999,  primarily  due to  higher  interest  income  earned  in  2000  on  higher
restricted cash balances  required by certain  mortgage loans entered into after
March 31, 1999.

         General and  administrative  expenses as a percentage of total revenues
were  approximately  1.8% of total revenues  during the three months ended March
31, 2000, which were consistent with general and administrative expenses of 1.6%
of total revenues during the same period in 1999.

         Interest expense increased approximately $4.7 million or 35% during the
three months ended March 31, 2000, as compared to the same period in 1999.  This
increase was due to higher outstanding debt balances in 2000,  primarily used to
fund property  acquisitions,  capital expenditures and tenant  improvements,  as
well as higher effective interest rates in 2000.

         Depreciation and amortization  expense increased by approximately  $3.9
million, or 24%, during the three months ended March 31, 2000,  primarily due to
depreciation  related to properties  acquired and for capital  expenditures  and
tenant improvements placed in service since April 1, 1999.

                                       11
<PAGE>


Same Properties

         Following is a comparison of property  operating  data  computed  under
generally  accepted  accounting  principles,  "GAAP  Basis," and  excluding  the
straight-line rent adjustment "Cash Basis," for the 133 stabilized properties we
owned for the entire  three  month  periods  ended  March 31,  2000 and 1999 (in
thousands, except number of properties and percentages):
<TABLE>
<CAPTION>

                                                         Three Months Ended
                                                              March 31,
                                                    -------------------------------
                                                                                          Dollar           Percent
                                                        2000              1999            Change           Change
                                                    -------------     -------------    -------------     ------------
                                                              (Unaudited)
GAAP BASIS:
<S>                                                 <C>                <C>              <C>                   <C>
Revenue from rental operations.................     $  83,066          $  77,987        $  5,079              6.5%
Property operating expenses....................        23,433             23,116             317              1.3%
                                                    ---------          ---------       ---------         ---------
       Net.....................................     $  59,633          $  54,871        $  4,762              8.7%
                                                    =========          =========        ========         =========

CASH BASIS (1):

Revenue from rental operations.................     $  81,892          $  76,376        $  5,516              7.2%
Property operating expenses....................        23,433             23,116             317              1.3%
                                                    ---------          ---------       ---------         ---------
       Net.....................................     $  58,459          $  53,260        $  5,199              9.8%
                                                    =========          =========        ========         =========

Number of stabilized properties................           133                133
Average occupancy..............................         93.9%              91.0%
Net rentable square feet.......................        16,900             16,900
Percentage of total portfolio..................         91.4%              96.2%

</TABLE>

----------

(1)   Excludes straight-line rent adjustments.

         Revenue from rental operations for these properties, computed on a GAAP
basis, increased by approximately $5.1 million, or 6.5%, during the three months
ended March 31, 2000,  compared to the same period in 1999,  primarily  due to a
2.9% increase in average  occupancy and increases in average rental rates.  This
increase in occupancy not only  contributed  to higher  rental  revenue but also
resulted  in  higher   parking   income  and   miscellaneous   tenant   charges.
Miscellaneous  tenant charges include revenue from after-hour  utility billings,
signage,  satellite income and lease termination settlements.  Lease termination
settlements totaled  approximately $2.5 million in 2000 compared to $2.6 million
in 1999 for these properties.

         Excluding only the straight-line rent adjustments for these properties,
revenue  from rental  operations  for the three  months  ended  March 31,  2000,
computed on a Cash Basis, increased by approximately $5.5 million or 7.2%.

         Property   operating   expenses  for  these  properties   increased  by
approximately  $300,000,  or 1.3%, during the three months ended March 31, 2000,
compared  to the same  period  in  1999,  primarily  due to  higher  repair  and
maintenance,  real  estate  taxes,  and  marketing  and other  expenses in 2000,
partially  offset by lower  utilities  expense.  Increases in certain repair and
maintenance expense items were primarily due to the approximate 2.9% increase in
average  occupancy for these  properties in 2000. Due to our continued  focus on
raising our  portfolio-wide  occupancy,  certain  marketing and tenant retention
related expenses were also higher in 2000. These increases in property operating
expenses in 2000 were partially  offset by an approximate  $638,000  decrease in
utility  expense  in 2000 as a result of energy  savings  achieved  from  energy
enhancing capital improvements completed during 1999.


Liquidity and Capital Resources

Cash Flows

         Cash provided by operating  activities  increased by approximately $3.1
million to $45.5  million for the three months ended March 31, 2000, as compared
to $42.4 million for the same period in 1999,  primarily  due to the  operating
results of the four  properties  acquired  since  January 1, 1999 as well as the
increases in occupancy and rates throughout our portfolio.

                                       12
<PAGE>

         Cash used in  investing  activities  increased by  approximately  $28.5
million,  to  approximately  $73.1  million for the three months ended March 31,
2000  compared  to  approximately  $44.6  million  for the same  period in 1999,
primarily due to our increased  development  and renovation  activity and tenant
improvements build out in 2000.

         Cash provided by financing  activities increased by approximately $23.5
million to $23.0  million for the three months ended March 31, 2000, as compared
to an outflow of $0.5  million  for the same  period in 1999.  Cash  provided by
financing  activities  for the  three  months  ended  March 31,  2000  consisted
primarily of net proceeds from our offering of unsecured  senior notes partially
offset by  repayments  of mortgage  loans,  paydowns of our  unsecured  lines of
credit and  distributions  to stockholders and minority  interests.

Available Borrowings, Cash Balance and Capital Resources

         We have an  unsecured  line of credit  with a total  commitment  of $10
million from City National Bank (the "City National Bank Credit Facility").  The
City National Bank Credit  Facility  accrues  interest at the City National Bank
Prime Rate less 0.875% and is  scheduled  to mature on August 1, 2000.  Proceeds
from the City National Bank Credit Facility will be used, among other things, to
provide funds for tenant  improvements and capital  expenditures and provide for
working capital and other corporate purposes. As of March 31, 2000, there was no
outstanding  balance on the City National  Bank Credit  Facility and $10 million
was available for additional borrowing.

         On January 25, 2000, we expanded one of our two  prepayable  term loans
with an affiliate of Lehman  Brothers  totaling  $120.5  million by $25 million,
resulting in a combined  outstanding  balance of $145.5  million for both loans.
The total  outstanding  balance on these loans was repaid on March 17, 2000 with
the  proceeds  from the  issuance  of $250  million  in senior  unsecured  notes
described below.

         On March 17, 2000, we issued $250 million of senior  unsecured notes in
two tranches. One tranche was for $200 million at an interest rate of 8.875% due
in March 2005 and the other  tranche was for $50 million at an interest  rate of
9.150% due in March 2010. These notes are our senior  unsecured  obligations and
pay  interest  semi-annually  on March 1, and  September  1, of each  year.  Net
proceeds from this offering were used to repay the two prepayable  term loans to
an affiliate of Lehman Brothers  described above totaling $145.5 million, a $5.0
million mortgage loan and approximately  $96.1 million under our unsecured lines
of credit.

         On May 3, 2000, we extended our  unsecured  line of credit with a group
of banks  led by Wells  Fargo,  or the  Lenders.  The  extended  line of  credit
provides for borrowings up to $275 million with an option to increase the amount
to $325 million and bears  interest at a rate ranging  between  LIBOR plus 1.15%
and LIBOR plus 1.80% (including an annual facility fee ranging from .20% to .40%
based on the aggregate  amount of the facility)  depending on our unsecured debt
rating.  In  addition,  as long as we  maintain  an  unsecured  debt  rating  of
BBB-/Baa3 or better,  the agreement  contains a competitive bid option,  whereby
the Lenders may bid on the interest rate to be charged for up to $137.5  million
of the unsecured line of credit. Under certain  circumstances,  we also have the
option to  convert  the  interest  rate on this line of credit to the prime rate
plus 0.5%.  This line of credit matures in May 2003 with an option to extend the
maturity date for one year.

         Following  is a summary of scheduled  principal  payments for our total
debt outstanding as of March 31, 2000 (in thousands):

<TABLE>
<CAPTION>

         Year                                                              Amount
         ----                                                              ------

       <S>                                                                    <C>
       2000.......................................................        $   30,664(1)
       2001.......................................................             3,004
       2002.......................................................             3,236
       2003.......................................................           232,307
       2004.......................................................           182,445
       2005.......................................................           207,472
       2006.......................................................            15,344
       2007.......................................................             8,936
       2008.......................................................           230,429
       2009.......................................................           112,104
       Thereafter.................................................            57,159
                                                                          ----------

         Total....................................................        $1,083,100
                                                                          ==========
</TABLE>

----------

(1)   Reflects extension of our Wells Fargo line of credit to May 2003.

                                       13
<PAGE>


         Following is certain other  information  related to our indebtedness as
of March 31, 2000 (in thousands, except percentage data):
<TABLE>
<CAPTION>

         Unsecured and Secured Debt Analysis:
         ------------------------------------

                                                                                       Weighted
                                                                                        Average
                                                   Balance           Percent        Interest Rate(1)
                                                ---------------  ----------------  ----------------

<S>                                              <C>                     <C>            <C>
         Unsecured Debt......................    $   461,929             43%            8.47%
         Secured Debt........................        621,171             57%            7.47%
                                                 -----------          ------            -----
         Total Debt..........................    $ 1,083,100            100%            7.90%
                                                 ===========          ======            =====

         Floating and Fixed Rate Debt Analysis:
         --------------------------------------


                                                                                       Weighted
                                                                                        Average
                                                   Balance           Percent        Interest Rate(1)
                                                ---------------  ----------------  ----------------

         Floating Rate Debt..................    $   241,399             22%            7.99%
         Fixed Rate Debt.....................        841,701             78%            7.87%
                                                 -----------          ------            -----
         Total Debt..........................    $ 1,083,100            100%            7.90%
                                                 ===========          ======            =====
----------

(1)   Includes amortization of prepaid financing costs.


         Total interest  incurred and the amount  capitalized was as follows (in
thousands):

                                               For the Three Months Ended March 31,
                                               ------------------------------------
                                                       2000             1999
                                                     --------         ------

         Total interest incurred...............      $20,693          $ 15,487
         Amount capitalized....................       (2,841)           (2,304)
                                                     -------          --------
         Amount expensed.......................      $17,852          $ 13,183
                                                     =======          ========
</TABLE>

         As  of  March  31,  2000,  we  had  $21.2  million  in  cash  and  cash
equivalents,  including $18.7 million in restricted cash  representing  interest
bearing cash  deposits  required by five of our  mortgage  loans  payable.  Also
included in restricted  cash was $4.9 million in cash impound  accounts for real
estate taxes and insurance as required by several of our mortgage loans payable.

         As of March 31, 2000, we had $97.1 million available under our lines of
credit.

         We expect to continue  meeting  our  short-term  liquidity  and capital
requirements  generally  through net cash provided by operating  activities  and
proceeds  from our lines of credit.  We believe  that the net cash  provided  by
operating  activities  will continue to be  sufficient to pay any  distributions
necessary  to enable  Arden  Realty to continue  qualifying  as a REIT.  We also
believe  the  foregoing  sources of  liquidity  will be  sufficient  to fund our
short-term  liquidity  needs for the  foreseeable  future,  including  recurring
non-revenue  enhancing  capital  expenditures,  tenant  improvements and leasing
commissions.

         We expect to meet our long-term liquidity and capital requirements such
as scheduled principal  repayments,  renovation costs, property acquisitions and
other  non-recurring  capital  expenditures  through the refinancing of existing
indebtedness and/or the issuance of long-term debt and equity securities.


                                       14
<PAGE>


FUNDS FROM OPERATIONS

         The  following  table  reflects  the  calculation  of  our  funds  from
operations  for the  three  month  periods  ended  March  31,  2000 and 1999 (in
thousands):

<TABLE>
<CAPTION>

                                                                    Three Months Ended March 31,
                                                                    ----------------------------
                                                                       2000               1999
                                                                    ---------          -------
        Funds From Operations(1):                                            (Unaudited)
<S>                                                                 <C>                <C>
          Net income..........................................      $ 25,488           $ 25,753
          Depreciation and amortization of real estate assets.        20,147             16,215
          Distributions on Preferred Operating Partnership Units      (1,078)                 -
                                                                    --------           --------
             Funds From Operations............................      $ 44,557           $ 41,968
                                                                    ========           ========
</TABLE>

----------

(1)   We consider funds from operations,  as defined by The National Association
      of Real Estate  Investment  Trusts,  or NAREIT,  to be a useful  financial
      measure  of  our  operating  performance.   We  believe  that  funds  from
      operations  provides  investors  with an additional  basis to evaluate our
      ability  to  service  debt  and to fund  acquisitions  and  other  capital
      expenditures.   Funds  from   operations   should  not  be  considered  an
      alternative  to net income  determined  in  accordance  with  GAAP,  as an
      indicator of our financial performance, as a substitute for cash flow from
      operating activities determined in accordance with GAAP or as a measure of
      our liquidity. Funds from operations also is not necessarily indicative of
      funds  available to fund our cash needs,  including our ability to service
      our debt.

      The  White  Paper  on  funds  from  operations  approved  by the  Board of
      Governors of NAREIT in October 1999 defines  funds from  operations as net
      income or loss  computed  in  accordance  with  GAAP,  excluding  gains or
      losses, from extraordinary items, as defined by GAAP, and gains and losses
      from sales of  depreciable  operating  property  plus real  estate-related
      depreciation  and amortization  and after  adjustments for  unconsolidated
      partnerships  and joint  ventures.  We compute  funds from  operations  in
      accordance with standards  established by the White Paper which may differ
      from the standards used by other real estate  companies and,  accordingly,
      our funds from operations may not be comparable to those  companies' funds
      from operations.


PORTFOLIO AND LEASE INFORMATION

         The  following  tables  set forth  certain  information  regarding  our
properties as of March 31, 2000.

<TABLE>
<CAPTION>

                                PORTFOLIO SUMMARY

                                                                                                       Property Operating
                                                                                                       Income for the Three
                                                                                                            Months Ended
                                                              Approximate Net Rentable Square Feet         March 31, 2000
      Location                 Number of Properties                        (in thousands)                  (in thousands)
--------------------- --------------------------------------- ------------------------------------------ -------------------

                               Industrial           % of                Industrial             % of                 % of
                      Office   and Retail   Total    Total     Office   and Retail    Total     Total      Total     Total
                      ------   ----------   -----    -----     ------   ----------    -----     -----      -----     -----


Los Angeles County
<S>                      <C>        <C>       <C>      <C>      <C>          <C>       <C>        <C>     <C>          <C>
  West..............     28         1         29       20%      4,684        37        4,721      26%     $ 23,432     36%
  North.............     31         -         31       22%      2,767         -        2,767      15%        9,664     15%
  South                  16         -         16       12%      2,202         -        2,202      12%        6,236     10%
  Central                 3         -          3        2%        609         -          609       3%        1,799      3%
                      -------- ----------- -------- --------- --------- ----------- ---------- --------- ---------- --------

    Subtotal........     78         1         79       56%     10,262        37       10,299      56%       41,131     64%

Orange County.......     21         -         21       15%      3,317         -        3,317      18%       10,675     17%
San Diego County....     21         -         21       15%      2,487         -        2,487      13%        7,881     12%
Ventura County......      4         -          4        3%        562         -          562       3%        1,679      3%
Riverside/San             8                   12        8%                                                   1,897
  Bernardino                        4                             554       415          969       6%                   3%
Counties............
Kern County.........      2        -           2        1%        216   -                216       1%          778      1%
                      -------- ----------- -------- --------- --------- ----------- ---------- --------- ---------- --------

  Subtotal..........    134         5        139       98%     17,398       452       17,850      97%       64,041    100%

Renovation
Properties..........      3        -           3        2%        642         -          642       3%          290      0%
                      -------- ----------- -------- --------- --------- ----------- ---------- --------- ---------- --------

  Total.............    137         5        142(1)   100%     18,040       452       18,492(1)  100%     $ 64,331    100%
                      ======== =========== ======== ========= ========= =========== ========== ========= ========== ========

</TABLE>

----------

(1)   Including  three  properties   currently  under  development,   our  total
      portfolio  consists of 145 properties and  approximately  19.2 million net
      rentable square feet.

                                       15
<PAGE>
<TABLE>
<CAPTION>



                           PORTFOLIO OCCUPANCY SUMMARY

                                     Percent Occupied               Percent Leased                  Annualized Base Rent
          Location                  at March 31, 2000             at March 31, 2000              Per Leased Square Foot (1)
------------------------------  ---------------------------  ----------------------------  ---------------------------------------

                                                                                                                         Full
                                         Industrial                   Industrial                    Industrial          Service
                                            and                          and                           and               Gross
                                Office     Retail   Total     Office    Retail    Total    Office     Retail    Total   Leases(2)
                                ------   --------   -----     ------    ------    -----    ------   ---------   -----  ---------

Los Angeles County:
<S>                              <C>       <C>       <C>       <C>     <C>         <C>     <C>        <C>      <C>        <C>
  West......................     93.8%     100.0%    93.9%     95.0%   100.0%      95.0%   $ 22.26    $24.60   $ 22.28    $ 22.26
  North.....................     94.7%       -       94.7%     95.4%      -        95.4%     19.87      -        19.87      21.40
  South.....................     93.9%       -       93.9%     95.7%      -        95.7%     17.63      -        17.63      19.23
  Central...................     85.7%       -       85.7%     94.8%      -        94.8%     19.74      -        19.74      19.74
Orange County...............     95.3%       -       95.3%     96.3%      -        96.3%     16.38      -        16.38      19.15
San Diego County............     97.5%       -       97.5%     98.0%      -        98.0%     15.89      -        15.89      18.74
Ventura County..............     98.3%       -       98.3%     98.3%      -        98.3%     17.26      -        17.26      17.26
Riverside/San
  Bernardino Counties.......     79.8%     94.8%     86.2%     79.8%    96.2%      86.8%     14.48      8.56     11.67      17.31

Kern County.................     88.7%       -       88.7%     88.7%      -        88.7%     21.28      -        21.28       -
                                ------   --------   -----     ------    ------    -----    ------   ---------   -----  ---------

   SUBTOTAL/ WEIGHTED AVG...     94.1%     95.2%     94.2%     95.3%    96.5%      95.4%     18.75      9.92     18.52      20.47


Renovation Properties.......     27.3%       -       27.3%     64.9%      -        64.9%     30.01      -        30.01      30.01
                                ------   --------   -----     ------    ------    -----    ------   ---------   -----  ---------

   TOTAL/ WEIGHTED AVG......     91.7%     95.2%     91.8%     94.3%    96.5%      94.3%   $ 19.02    $ 9.92   $ 18.80    $ 20.78
                                ======   ========   =====     ======    ======    =====    ======   =========   =====  =========
</TABLE>

----------

(1)   Based on monthly  contractual  base rent under existing leases as of March
      31, 2000, multiplied by 12 and divided by leased net rentable square feet;
      for those leases  where rent has not yet  commenced or which are in a free
      rent  period,  the first  month in which rent is to be received is used to
      determine annualized base rent.

(2)   Excludes 48 properties and 4,722,281 net rentable square feet under triple
      net and modified gross leases.


<TABLE>
<CAPTION>

                                LEASE EXPIRATIONS

                              As of March 31, 2000


                                        Square Footage         Percentage of                                      Estimated Market
                        Number of         of Expiring            Aggregate           Annualized Base Rent             Rent of
  Year of Lease          Leases             Leases           Portfolio Leased         of Expiring Leases          Expiring Leases
   Expiration           Expiring        (in thousands)          Square Feet            (per square foot)        (per square foot)(1)
------------------      ------------    ----------------    --------------------    -----------------------     --------------------

<S>                        <C>                <C>                    <C>                  <C>                         <C>
Month-to-Month             195                352                    2.02%                $  21.84                    $  25.08
2000 (2)........           489              1,647                    9.45%                $  18.09                    $  21.61
2001............           626              2,435                   13.96%                $  18.63                    $  22.93
2002............           615              2,742                   15.72%                $  18.78                    $  25.35
2003............           465              2,908                   16.68%                $  20.10                    $  26.00
2004............           393              2,734                   15.68%                $  20.30                    $  26.22

</TABLE>

----------

(1)   Calculation  based on our  estimate  of current  market  rental  rates and
      annual  increases  in such rates of 8%, 6%, 4%, 3% and 3%, in 2000,  2001,
      2002, 2003 and 2004, respectively. Our estimates of these rental rates are
      based on current  trends  which  could  change or reverse at any time as a
      result of future  events.  Our  ability to rent  expiring  lease  space at
      estimated  levels is highly dependent upon many factors over which we have
      no  control.  We  undertake  no  obligation  to  update or  correct  these
      estimates if future events prove them to be inaccurate.

(2)   Represents leases expiring from April 1, 2000 through December 31, 2000.

                                       16
<PAGE>
<TABLE>
<CAPTION>

                                LEASING ACTIVITY

                    For the Three Months Ended March 31, 2000



     Net Absorption                                                     Weighted Average      Tenant Improvements
      (square feet)                                                      New Lease Term         and Commissions
     (in thousands)                       Retention Rate (1)               (in months)       (per square foot) (2)
--------------------------             ------------------------        --------------------  -----------------------
                                                                                                 New      Renewal

<S>        <C>                                  <C>                             <C>           <C>         <C>
           291                                  72.0%                           60.5          $  15.80    $  10.35
         =====                                =======                        =======          ========    ========
</TABLE>

----------

(1)   Percentage of leases in which tenants were retained at lease expiration.

(2)   Excludes properties under renovation and development.

<TABLE>
<CAPTION>

                         DEVELOPMENT/RENOVATION SUMMARY

                              As of March 31, 2000

                                                                                                            Estimated
                                           Costs                      Percent    Estimated                     Year 1
                                          Incurred      Estimated     Leased   Construction    Estimated     Stabilized   Estimated
                                           To Date     Total Cost(1)    at      Completion   Stabilization       NOI        Annual
  Property                  Square Feet (in thousands) (in thousands) 4/24/00      Date          Date     (in thousands)    Yield
  --------                  ----------- -------------- -------------  -------   -----------  ----------- ----------------  --------



  Development:
  Howard Hughes Center
<S>                            <C>          <C>        <C>           <C>     <C>              <C>             <C>            <C>
    6060 Center Drive          240,724   $  38,017    $  56,000      100%    2nd Qtr 2000     3rd Qtr 2000   $ 6,250        11.2%
    Univision Building         158,473       4,944       51,700      100%    3rd Qtr 2001     3rd Qtr 2001   $ 5,199        10.1%
    6080 Center Drive          283,204      15,822       75,330        0%    2nd Qtr 2001     4th Qtr 2002   $ 8,288        11.0%
    Unallocated Acquisition
  and Master Plan
      Costs (1),(2)                 --      20,750       34,600
                            ----------  ----------   ----------
  Total Development
   Properties                  682,401      79,533      217,630

  Renovation:
  535 Brand Boulevard          109,187      20,418       20,750       90%      Complete       2nd Qtr 2000   $ 1,876         9.0%
  Westwood Center              313,000      78,196       91,122       90%      Complete       4th Qtr 2000   $ 9,568        10.5%
  Tourney Pointe               219,991      32,367       33,500       35%      Complete       4th Qtr 2000   $ 2,943         8.8%
                            ----------  ----------   ----------
    Total Properties under
    Renovation                 642,178     130,981      145,372
                            ----------  ----------   ----------

  Total Properties under
   Development and           1,324,579   $ 210,514   $  363,002
                            ==========   =========   ==========
      Renovation

</TABLE>

----------

(1)   Estimated  total  cost  includes  purchase  and  closing  costs,   capital
      expenditures, tenant improvements,  leasing commissions and carrying costs
      during  renovation  or  development,  and for  the  Howard  Hughes  Center
      properties an allocation of land and Master Plan costs.  Master Plan costs
      include the costs of road and bridge  construction and other Howard Hughes
      Center infrastructure and master planning costs.

(2)   We acquired the  undeveloped  commercial  property  portions of the Howard
      Hughes  Center  for $28.5  million.  In August  1999,  subject  to a sales
      agreement entered into upon our initial acquisition, we sold approximately
      5.4 acres for $7.5 million to a third party who is currently  developing a
      250,000  square foot retail and  entertainment  complex.  This amount also
      excludes  approximately  $4.3 million allocated to 6060 Center Drive, $5.1
      million  allocated to 6080 Center Drive,  and  approximately  $1.6 million
      allocated to the Univision building.  We have entitlements to construct an
      additional  approximately 720,000 net rentable square feet of office space
      at the Howard Hughes Center.


                                       17
<PAGE>


         Our ability to rent expiring lease space at estimated  levels is highly
dependent upon many factors over which we have no control. These factors include
the  national  economic  climate,  perceptions  of  prospective  tenants  of the
attractiveness  of our  properties,  and our ability to maintain  and manage the
properties.  We  also  have  numerous  competitors  and  some  of the  competing
properties may be newer,  better located or owned by parties better  capitalized
than  us.  As  new  commercial  properties  are  developed  and  the  number  of
competitive  commercial  properties in a particular area increases,  competitive
pressures will increase as well. Additionally, all of our properties are located
in Southern  California.  Our ability to charge estimated rents may be adversely
affected by the local  economic  climate  (which could be adversely  impacted by
business layoffs or downsizing,  industry slowdowns,  changing  demographics and
other  factors)  and local real  estate  conditions  (such as  oversupply  of or
reduced  demand for  office  and other  competing  commercial  properties).  The
preceding  discussion  is not  intended  as an  exhaustive  list  of  the  risks
associated with rent rate projections and should be read in conjunction with the
"Risk Factors" as stated in our registration statement on Form S-4, particularly
"--Real  Estate  Investment  Risks," "--An  Inability To Retain  Tenants Or Rent
Space Upon Lease  Expirations  May  Adversely  Affect Our Ability To Service Our
Debt,"  "--Our  Operating  Performance  And Property  Values Will Be Affected By
Changes In The Economic Climate In Southern California",  "--Competition Affects
Occupancy  Levels And Rents Which Could  Adversely  Affect Our Revenue,"  "--The
Financial  Condition  And  Solvency  Of Our  Tenants  May Reduce Our Cash Flow,"
"--Increases In Taxes And Regulatory  Compliance  Costs May Reduce Our Revenue,"
"--We May Acquire Properties  Through  Partnerships Or Joint Ventures With Third
Parties That Could Result In Financial  Dependency  And  Management  Conflicts,"
"--We May Not Be Able To Integrate Or Finance Our  Acquisitions  And  Renovation
Activities And Our  Acquisitions  And  Renovations May Not Perform As Expected,"
"--We May Not Be Able To Integrate Or Finance Our Development  Activities,"  and
"--We  May  Not  Be  Able  To  Expand  Into  New  Markets  Successfully"  in our
registration statement on Form S-4.

         We  undertake no  obligation  to update or correct  these  estimates if
future events prove them to be inaccurate.

         As a result of the  foregoing,  you  should  not  unduly  rely on these
estimated rental rates.


Item 3.  Quantitative and Qualitative Disclosure about Market Risk
-------  ---------------------------------------------------------

         Market risk is the exposure to loss  resulting from changes in interest
rates, foreign currency exchange rates,  commodity prices and equity prices. The
primary  market  risk to which we are exposed is  interest  rate risk,  which is
sensitive to many  factors,  including  governmental  monetary and tax policies,
domestic and  international  economic  and  political  considerations  and other
factors that are beyond our control.

Interest Rate Risk

         Even though we currently  have no such  agreements,  in order to modify
and manage the interest  characteristics  of our outstanding  debt and limit the
effects  of  interest  rates on our  operations,  we may  utilize a  variety  of
financial  instruments,  including  interest rate swaps, caps, floors, and other
interest rate exchange contracts. The use of these types of instruments to hedge
our  exposure  to changes in interest  rates  carries  additional  risks such as
counter-party credit risk and legal  enforceability of hedging contracts.  We do
not enter into any transactions for speculative or trading purposes.

         Certain of our future earnings,  cash flows and fair values relating to
financial  instruments are dependent upon  prevailing  market rates of interest,
such as LIBOR.  Based on interest  rates and  outstanding  balances at March 31,
2000, a one percentage point increase in interest rates on our $241.4 million of
floating  rate debt would  decrease  annual  future  earnings  and cash flows by
approximately  $2.4  million and would not have an impact on the  floating  rate
debt fair value. A one percentage point decrease in interest rates on our $241.4
million of floating rate debt would  increase  annual  future  earnings and cash
flows by approximately $2.4 million and would not have an impact on the floating
rate debt fair value.  A one  percentage  point increase or decrease in interest
rates on our secured note receivable  would not have a material impact on annual
future earnings, cash flows and its fair value.

         These  amounts  are  determined  by  considering   the  impact  of  the
hypothetical  interest  rates  on our  borrowing  cost.  These  analyses  do not
consider  the effects of the reduced  level of overall  economic  activity  that
could exist in such an  environment.  Further,  in the event of a change of such
magnitude,  we would consider taking actions to further mitigate our exposure to
the change.  However,  due to the uncertainty of the specific actions that would
be taken and their  possible  effects,  this  sensitivity  analysis  assumes  no
changes in our capital structure.


                                       18
<PAGE>


  Part II  OTHER INFORMATION

  Item 1.  Legal Proceedings - None

  Item 2.  Changes in Securities - None

  Item 3.  Defaults Upon Senior Securities - None

  Item 4.  Submission of Matters to a Vote of Securities Holders - None

  Item 5.  Other Information - None

  Item 6.  Exhibits and Reports on Form 8-K


(a)        Exhibits

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

3.1        Second Amended and Restated  Agreement of Limited  Partnership of the
           Arden Realty Limited Partnership dated as of September 7, 1999, filed
           as an exhibit to Arden Realty,  Inc.'s quarterly report on Form 10-Q,
           filed with the  Commission  on  November  15,  1999 and  incorporated
           herein by reference.

10.41      Second Amended and Restated  Revolving Credit Agreement between Arden
           Realty Limited  Partnership and Wells Fargo Bank,  dated May 2, 2000,
           filed as an exhibit to Arden Realty,  Inc.'s quarterly report on Form
           10-Q,  filed with the  Commission  on May 12,  2000 and  incorporated
           herein by reference.

27.1       Financial Data Schedule.

(b)        Reports on Form 8-K

           None

                                       19
<PAGE>


                                   SIGNATURES

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


                                  ARDEN REALTY LIMITED PARTNERSHIP

                                  By: Arden Realty, Inc.
                                  Its:General Partner




Date: June 2, 2000                By: /s/  Diana M. Laing
                                      ----------------------------------------
                                      Diana M. Laing
                                      Executive Vice President and
                                      Chief Financial Officer




Date: June 2, 2000                By: /s/  Richard S. Davis
                                      ----------------------------------------
                                      Richard S. Davis
                                      Senior Vice President and
                                      Chief Accounting Officer

                                       20