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


                       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 September 30, 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.

Yes        X      No
       --------       --------

As of November 9, 2000 there were 65,681,144  shares of the registrant's  common
operating partnership units issued and outstanding.


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



<PAGE>


                        ARDEN REALTY LIMITED PARTNERSHIP
                                    FORM 10-Q
                                TABLE OF CONTENTS




PART I.           FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                                                                                                              PAGE NO.
                                                                                                              --------

                  Item 1.  Financial Statements
                           Consolidated Balance Sheets as of September 30, 2000 (Unaudited) and
                            <S>                                                                                <C>
                             December 31, 1999................................................................... 3

                           Consolidated Statements of Income for the three and nine months ended
                             September 30, 2000 and 1999 (Unaudited)............................................. 4

                           Consolidated Statements of Cash Flows for the nine months ended
                             September 30, 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................................................ 10

                  Item 3.  Quantitative and Qualitative Disclosures about Market Risk........................... 24



PART II.          OTHER INFORMATION............................................................................. 25

                  SIGNATURES.................................................................................... 26
</TABLE>


<PAGE>


Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                        ARDEN REALTY LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>

                                                                                  September 30,        December 31,
                                                                                       2000                1999
                                                                                  -------------        ------------
                                                                                   (unaudited)
ASSETS
Commercial properties:
<S>                                                                                 <C>                 <C>
   Land....................................................................         $   476,215         $   467,157
   Buildings and improvements..............................................           2,002,572           1,833,052
   Tenant improvements and leasing costs...................................             225,299             153,161
                                                                                    -----------         -----------
                                                                                      2,704,086           2,453,370
   Less:  accumulated depreciation.........................................            (221,551)           (157,608)
                                                                                    -----------         -----------
                                                                                      2,482,535           2,295,762
   Properties under development............................................             104,253             183,349
                                                                                    -----------         -----------
     Net investment in real estate.........................................           2,586,788           2,479,111

Cash and cash equivalents..................................................               1,499               7,056
Restricted cash............................................................              21,533              18,513
Rent and other receivables, net of allowance...............................              11,047              11,785
Due from general partner...................................................               1,175               2,446
Mortgage notes receivable, net of discount.................................              13,786              13,847
Deferred rent..............................................................              29,604              23,932
Prepaid financing costs, expenses and other assets, net of amortization....              19,629              16,214
                                                                                    -----------         -----------
     Total assets..........................................................         $ 2,685,061         $ 2,572,904
                                                                                    ===========         ===========

LIABILITIES
Mortgage loans payable.....................................................         $   617,031         $   740,806
Unsecured lines of credit..................................................             289,350             288,850
Unsecured senior notes, net of discount....................................             249,150                 --
Accounts payable and accrued expenses......................................              34,638              34,482
Security deposits..........................................................              20,140              16,073
                                                                                    -----------         -----------
     Total liabilities.....................................................           1,210,309           1,080,211
                                                                                    -----------         -----------

Minority interests.........................................................               2,945               2,953

PARTNERS' CAPITAL
Preferred partner, 2,000,000 Series B Cumulative Redeemable Preferred Units
   outstanding at September 30, 2000 and December 31, 1999.................              50,000              50,000
General and limited partners, 65,681,000 and 65,509,000 common operating
   partnership units outstanding at September 30, 2000 and December 31, 1999,
    respectively...........................................................           1,421,807           1,441,907
Deferred compensation.....................................................               (5,730)                 --
Receivable from general partner for common operating partnership units.....                  --              (2,167)
                                                                                    -----------         -----------
     Total partners' capital...............................................           1,477,537           1,489,740
                                                                                    -----------         -----------
     Total liabilities and partners' capital...............................         $ 2,685,061         $ 2,572,904
                                                                                    ===========         ===========
</TABLE>
          See accompanying notes to consolidated financial statements.


                                     -3-

<PAGE>


                        ARDEN REALTY LIMITED PARTNERSHIP
                        CONSOLIDATED STATEMENTS OF INCOME
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                     Three Months Ended                Nine Months Ended
                                                                         September 30,                    September 30,
                                                                 --------------------------       --------------------------
                                                                    2000           1999               2000           1999
                                                                 ----------    ------------       ----------    ------------

<S>                                                               <C>           <C>                 <C>            <C>
Revenue......................................................     $  99,031     $  86,723           $ 281,565      $ 248,771
Property operating expenses..................................        29,516        26,744              81,584         74,698
                                                                  ---------     ---------           ---------      ---------
                                                                     69,515        59,979             199,981        174,073

General and administrative expenses..........................         1,890         1,715               5,184          4,584
Interest expense.............................................        20,345        16,047              56,967         43,685
Depreciation and amortization................................        22,528        17,810              63,952         51,198
Interest and other income....................................          (948)         (751)             (2,573)        (2,092)
                                                                  ---------     ---------           ---------      ---------
Income before minority interests.............................        25,700        25,158              76,451         76,698
Minority interests...........................................           (50)          (49)               (115)          (137)
                                                                  ---------     ---------           ---------      ---------
Net income...................................................     $  25,650     $  25,109           $  76,336      $  76,561
                                                                  =========     =========           =========      =========

Net income allocated to:
     Preferred units.........................................     $   1,078     $     276           $   3,234      $     276
                                                                  =========     =========           =========      =========
     Common units............................................     $  24,572     $  24,833           $  73,102      $  76,285
                                                                  =========     =========           =========      =========

Net income per common operating partnership unit:
     Basic...................................................     $    0.37     $    0.38           $    1.12      $    1.16
                                                                  =========     =========           =========      =========
     Diluted.................................................     $    0.37     $    0.38           $    1.11      $    1.16
                                                                  =========     =========           =========      =========

Weighted average common operating partnership units outstanding:
     Basic...................................................        65,607        65,509              65,521         65,509
                                                                  =========     =========           =========      =========
     Diluted.................................................        65,966        65,610              65,703         65,625
                                                                  =========     =========           =========      =========
</TABLE>

                                      -4-


<PAGE>


                        ARDEN REALTY LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                  Nine Months Ended
                                                                                                    September 30,
                                                                                         --------------------------------

                                                                                               2000             1999
                                                                                         ---------------   --------------
OPERATING ACTIVITIES:
<S>                                                                                       <C>                <C>
  Net income.......................................................................       $   76,336         $   76,561
  Adjustments to reconcile net income to net cash
    provided by operating activities:

    Minority interests.............................................................              115                137
    Depreciation and amortization..................................................           63,952             51,198
    Amortization of loan costs.....................................................            2,687              2,036
    Stock compensation expense.....................................................              212                 --
    Changes in operating assets and liabilities:
       Due from general partner....................................................             (649)              (324)
       Rent and other receivables..................................................            1,046             (1,539)
       Deferred rent...............................................................           (5,672)            (5,557)
       Prepaid financing costs, expenses and other assets..........................           (7,515)            (8,640)
       Accounts payable and accrued expenses.......................................            8,581              4,598
       Security deposits...........................................................            4,067              1,427
                                                                                          ----------         ----------
  Net cash provided by operating activities........................................          143,160            119,897
                                                                                          ----------         ----------
INVESTING ACTIVITIES:
  Acquisitions and improvements to investment in real estate.......................         (178,728)          (212,367)
                                                                                          ----------         ----------
FINANCING ACTIVITIES:
  Proceeds from mortgage loans......................................................          43,336            301,802
  Repayments of mortgage loans......................................................        (167,111)          (112,591)
  Proceeds from unsecured lines of credit...........................................         201,500            159,461
  Repayments of unsecured lines of credit...........................................        (201,000)          (212,061)
  Proceeds from issuance of preferred operation partnership units, net of offering                --             49,000
   costs............................................................................
  Proceeds from unsecured senior notes, net of discount.............................         249,150                 --
  Distributions to preferred operating partnership unit holders.....................          (3,234)                --
  Distributions paid to common operating partnership unit holders...................         (89,487)           (85,874)
  Increase in restricted cash.......................................................          (3,020)            (8,087)
  Distributions to minority interests...............................................            (123)              (107)
                                                                                          ----------         ----------
  Net cash provided by financing activities.........................................          30,011             91,543
                                                                                          ----------         ----------
  Net decrease in cash and cash equivalents.........................................          (5,557)              (927)
  Cash and cash equivalents at beginning of period..................................           7,056              4,578
                                                                                          ----------         ----------
  Cash and cash equivalents at end of period........................................      $    1,499         $    3,651
                                                                                          ==========         ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid during the period for interest, net of amount capitalized.............      $   55,164         $   47,842
                                                                                          ==========         ==========
</TABLE>
          See accompanying notes to consolidated financial statements.


                                      -5-

<PAGE>


                        ARDEN REALTY LIMITED PARTNERSHIP
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 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.

         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 September 30, 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 September 30, 2000, we directly or indirectly owned
a portfolio of 143 primarily office  properties  containing  approximately  18.7
million net rentable square feet and two properties with  approximately  442,000
net rentable square feet under development.

         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.

         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. Richard S. Ziman and Victor J. 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.

         The accompanying  consolidated  condensed 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 condensed 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.

3.       NEW ACCOUNTING STANDARDS

         In June 1998,  June 1999 and June  2000,  respectively,  the  Financial
Accounting  Standards Board issued Statement No. 133, "Accounting for Derivative
Instruments  and  Hedging  Activities,"   Statement  No.  137,  "Accounting  for
Derivative  Instruments and Hedging  Activities - Deferral of the Effective Date
of Statement No. 133," and Statement No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities - an Amendment of Statement No. 133."
These statements outline the accounting  treatment for all derivative  activity.
We are in the process of completing  our analysis of the impact of Statement No.
133 and do not expect adoption to have a significant  effect on our consolidated
results of operations or financial  position.  We are required to and will adopt
Statement No. 133, as amended, on January 1, 2001.

         As of September  30, 2000 we have no  outstanding  interest rate cap or
swaps or other types of derivative instruments.

                                      -6-

<PAGE>


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

         A summary of our outstanding  indebtedness as of September 30, 2000 and
December 31, 1999 is as follows:
<TABLE>
<CAPTION>

                                                              Stated Annual
                               September 30,                 Interest Rate at                             Number of      Maturity
                                   2000       December 31,  September 30, 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)....        112,686        114,016           6.94%       Fixed                         12            4/09
Mortgage Financing VI(3)...         22,286         22,426           7.54%       Fixed                          3            4/09
Activity Business Center(3)          7,915          8,003           8.85%       Fixed                          1            5/06
145 South Fairfax(3).......          4,029          4,050           8.93%       Fixed                          1            1/27
Marin Corporate Center(3)..          3,088          3,168           9.00%       Fixed                          1            7/15
Conejo Business Center(3)..          3,034          3,114           8.75%       Fixed                    (Note 4)           7/15
Conejo Business Center(3)..          1,320          1,358           7.88%       Fixed                    (Note 4)           7/15
Westwood Center............             --         14,859            --            --                         --             --
299 North Euclid...........             --          5,000             --           --                         --             --
                               -----------    -----------
                                   576,658        598,294
Floating Rate
Construction Loan(6).......         40,373         22,037           8.63%       LIBOR + 2.00%            (Note 5)          12/00
Lehman Prepayable Term Loan
   II and III..............             --        120,475             --           --                         --             --
                               -----------    -----------
                                   617,031        740,806
UNSECURED LINES OF CREDIT:
Floating Rate
Wells Fargo(1).............        214,350        280,850           7.78%       LIBOR + 1.15% (Note 7)        --            4/03
Lehman Brothers(1),(8).....         75,000             --           7.92%       LIBOR + 1.30%                 --            7/02
City National Bank(1)......             --          8,000             --        Prime Rate - 0.875%           --            8/01
                               -----------    -----------
                                   289,350        288,850
UNSECURED SENIOR NOTES:
Fixed Rate
2005 Notes(9)..............        199,539             --           8.88%       Fixed                         --            3/05
2010 Notes(9)..............         49,611             --           9.15%       Fixed                         --            3/10
                               -----------    -----------
                                   249,150             --
                               -----------    -----------

   Total Debt..............    $ 1,155,531    $ 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)  This line of credit also has an annual 25 basis point  facility  fee on the
     entire $275 million commitment amount.

(8)  This line of credit has a one-year extension option.

(9)  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 $25.0 million,
resulting in a combined outstanding balance of $145.5 million for both loans. As
discussed  below,  these loans were  repaid in full in March 2000 with  proceeds
from the issuance of senior unsecured notes.

                                     -7-
<PAGE>

         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 8.88% due
in March 2005 and the other  tranche was for $50 million at an interest  rate of
9.15% 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  and
resold in reliance  upon an exemption  from  registration  provided by Rule 144A
under  the  Securities  Act.  As  part  of  issuing  these  notes,  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. This registration  statement became effective on May 10, 2000 and by June
5, 2000 all holders of the privately  placed notes had exchanged  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 .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 on this line of credit 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 April
2003.

         In July 2000, we closed on a $75 million  unsecured line of credit with
Lehman  Brothers.  Borrowings  on this line of credit  bear  interest  at a rate
ranging  between  LIBOR  plus  1.05%  and LIBOR  plus  1.70%,  depending  on our
unsecured  debt rating.  We also have the option to convert the interest rate to
the prime  rate plus  0.5%.  This  line of credit  matures  in July 2002 with an
option to extend  the  maturity  date for one year.  Proceeds  from this line of
credit  were used to  paydown a portion  of our Wells  Fargo  unsecured  line of
credit.

         In September  2000,  we repaid in full a $14.7  million  mortgage  loan
secured by our Westwood Center building.

5.       PARTNERS' CAPITAL

         On July 27, 2000, we made a distribution of $0.465 per common operating
partnership unit. In addition,  on September 29, 2000, we made a distribution of
approximately $1.1 million to our preferred unit holders.

6.       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                      Nine Months
                                                            Ended September 30,              Ended September 30,
                                                         --------------------------      --------------------------
                                                            2000           1999             2000            1999
                                                         -----------    -----------      -----------    -----------
                                                                                (unaudited)
Revenue from Rental Operations:
<S>                                                       <C>           <C>               <C>            <C>
   Rental..........................................       $  84,210     $ 74,193          $  241,726     $  216,034
   Tenant reimbursements...........................           4,403        4,554              12,213         10,890
   Parking, net of expenses .......................           4,812        3,826              13,199         10,583
   Other rental operations.........................           5,606        4,150              14,427         11,264
                                                          ---------     --------          ----------     ----------
                                                             99,031       86,723             281,565        248,771
                                                          ---------     --------          ----------     ----------
Property Operating Expenses:
   Repairs and maintenance.........................           8,668        8,255              25,965         24,180
   Utilities.......................................           9,570        8,608              22,206         21,487
   Real estate taxes...............................           6,857        5,765              19,449         17,181
   Insurance.......................................           1,056          992               3,140          2,962
   Ground rent.....................................             222          199               1,016            693
   Property administrative.........................           3,143        2,925               9,808          8,195
                                                          ---------     --------          ----------     ----------
                                                             29,516       26,744              81,584         74,698
                                                          ---------     --------          ----------     ----------
                                                          $  69,515     $ 59,979          $  199,981     $  174,073
                                                          =========     ========          ==========     ==========
</TABLE>

                                      -8-

<PAGE>


7.       RELATED PARTY TRANSACTIONS

         Ms.  Diana  Laing  resigned  as  Executive  Vice  President  and  Chief
Financial  Officer  effective July 1, 2000 to become Senior  Executive and Chief
Financial Officer of a technology company.  At the time of her resignation,  Ms.
Laing  surrendered  stock  options  valued at  approximately  $59,000 as well as
42,553 shares of Arden Realty's common stock underlying a promissory note in the
amount of $1.0  million  payable to Arden  Realty.  The value of the options and
shares surrendered by Ms. Laing equaled the unpaid principal and interest of her
promissory note.

         On July 28,  2000 Mr.  Andrew  Sobel  returned  to Arden  Realty as our
Executive Vice President.  Mr. Sobel will focus on our corporate  strategy,  and
oversee our capital  allocation  and capital  market  strategies  as well as our
technology initiatives.

8.       SUBSEQUENT EVENTS

         On October 13, 2000,  we sold  Evergreen  Plaza,  a 76,000  square foot
retail property located in Thousand Oaks,  California,  for approximately  $11.7
million and recorded a gain of  approximately  $2.2 million.  Proceeds from this
sale were used to repay a portion of our unsecured lines of credit.












                                      -9-


<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.

         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 September 30, 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 over 15 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.

         As of September 30, 2000, we are Southern California's largest publicly
traded office  landlord as measured by total net rentable  square feet owned. As
of  that  date,  our  portfolio  consisted  of  143  primarily  suburban  office
properties  containing  approximately  18.7 million net rentable square feet and
two  properties  with  approximately  442,000  net  rentable  square  feet under
development.  As of September 30, 2000, our properties were approximately  95.9%
leased, excluding an existing property under renovation.

         Our primary  business  strategy is to actively  manage our portfolio to
achieve gains in occupancy and rental rates,  control operating  expenses and to
maximize income from ancillary  operations and services.  When market conditions
permit,  we may also  develop or acquire new  properties  that add value and fit
strategically  into our  portfolio.  We may also  sell  existing  mature or slow
growth  properties  and redeploy the proceeds into  investments  that we believe
will generate higher yields.




                                      -10-

<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,  the  comparability  of 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  September  30, 2000 to the three
months ended  September 30, 1999 (in thousands,  except number of properties and
percentages):

<TABLE>
<CAPTION>

                                                           Three Months Ended
                                                               September 30,
                                                      ----------------------------             Dollar            Percent
                                                          2000             1999                Change            Change
                                                      ----------        ----------            --------          --------
                                                               (unaudited)
REVENUE
  Revenue from rental operations:
<S>                                                   <C>             <C>                    <C>                  <C>
    Rental.....................................       $  84,210       $    74,193            $  10,017            14%
    Tenant reimbursements......................           4,403             4,554                 (151)           (3%)
    Parking, net of expenses...................           4,812             3,826                  986            26%
    Other rental operations....................           5,606             4,150                1,456            35%
                                                      ---------       -----------           ----------          -----
                                                         99,031            86,723               12,308            14%
  Interest and other income.....................            948               751                  197            26%
                                                      ---------       -----------           ----------          -----
    Total revenue..............................       $  99,979       $    87,474            $  12,505            14%
                                                      =========       ===========           ==========          =====

EXPENSES
  Property operating expenses:
    Repairs and maintenance....................       $   8,668       $     8,255            $     413             5%
    Utilities..................................           9,570             8,608                  962            11%
    Real estate taxes..........................           6,857             5,765                1,092            19%
    Insurance..................................           1,056               992                   64             6%
    Ground rent................................             222               199                   23            12%
    Property administrative....................           3,143             2,925                  218             7%
                                                      ---------       -----------           ----------          -----
       Total property operating expenses.......          29,516            26,744                2,772            10%

  General and administrative...................           1,890             1,715                  175            10%
  Interest.....................................          20,345            16,047                4,298            27%
  Depreciation and amortization................          22,528            17,810                4,718            26%
                                                      ---------       -----------           ----------          -----
    Total expenses.............................       $  74,279       $    62,316            $  11,963            19%
                                                      =========       ===========           ==========          =====

OTHER DATA:
NUMBER OF PROPERTIES
  Acquired during period.......................              --                 1
  Completed and placed in service during period               1                --
  Owned at end of period.......................             143               142

NET RENTABLE SQUARE FEET:
  Acquired during period.......................              --               101
  Completed and placed in service during period             242                --
  Owned at end of period.......................          18,734            18,492
</TABLE>

         Variances  for revenue from rental  operations  and property  operating
expenses are discussed below.

         Interest and other income  increased by  approximately  $197,000 or 26%
for the three months ended September 30, 2000, as compared to the same period in
1999, primarily due to additional management fees for associations we manage and
from higher  interest  income earned in 2000 on higher  restricted cash balances
due to increases in impounds for real estate taxes.

         General and  administrative  expenses as a percentage of total revenues
were  approximately  1.9% of total revenues for the three months ended September
30, 2000, which is consistent with general and  administrative  expenses of 2.0%
of total revenues for the same period in 1999.

                                      -11-

<PAGE>


         Interest expense increased approximately $4.3 million or 27% during the
three months ended  September  30, 2000, as compared to the same period in 1999.
Interest incurred increased due to both higher outstanding  balances,  primarily
to fund a September 1999 property  acquisition,  tenant  improvement and leasing
commission costs and our development and renovation projects, and higher average
interest rates in 2000.

         Depreciation and amortization  expense increased by approximately  $4.7
million or 26% during the three months ended  September 30, 2000,  primarily due
to depreciation  related to newly developed and renovated  properties  placed in
service in 2000 and for capital  expenditures,  tenant  improvements and leasing
commissions placed in service after September 30, 1999.

VARIANCES FOR REVENUE FROM RENTAL OPERATIONS AND PROPERTY OPERATING EXPENSES

         The increase in revenue from rental  operations and property  operating
expenses for the three months ended  September  30, 2000 as compared to the same
period in 1999 was partially due to a property we acquired in September  1999, a
development  property  placed in service  in the third  quarter of 2000 and four
properties  under  renovation  for all or a portion  of the  periods  presented.
Operating  results for properties under renovation may  significantly  vary from
period to period depending on the status of the renovation and occupancy levels.

         Following  is  a  summary  of  the  increase  in  revenue  from  rental
operations  and property  operating  expenses that relates to the six properties
that were either  acquired or placed in service after July 1, 1999 or were under
renovation  for all or a potion of the period  beginning  after July 1, 1999 and
for the 137  non-renovation  properties  we  owned  for all of the  three  month
periods ended  September 30, 2000 and 1999  (unaudited and in thousands,  except
for number of properties).

<TABLE>
<CAPTION>

                                                                        Properties Acquired,          Properties Owned
                                                                        Placed in Service or           for all of the
                                                                          Under Renovation           Three Months Ended
                                                    Total Variance       after July 1, 1999     September 30, 2000 and 1999
                                                    --------------      ---------------------   ---------------------------
                                                                                                (1)

REVENUE FROM RENTAL OPERATIONS:
<S>                                                  <C>                     <C>                       <C>
   Rental.......................................     $  10,017               $   3,697                 $   6,320
   Tenant reimbursements........................          (151)                     95                      (246)
   Parking, net of operations...................           986                     209                       777
   Other rental operations......................         1,456                   1,453                         3
                                                     ---------               ---------                 ---------
                                                     $  12,308               $   5,454                 $   6,854
                                                     =========               =========                 =========

PROPERTY OPERATING EXPENSES:
   Repairs and maintenance......................     $     413               $     310                 $     103
   Utilities....................................           962                     298                       664
   Real estate taxes............................         1,092                     383                       709
   Insurance....................................            64                      35                        29
   Ground rent..................................            23                      --                        23
   Property administrative......................           218                     108                       110
                                                     ---------               ---------                 ---------
                                                     $   2,772               $   1,134                 $   1,638
                                                     =========               =========                 =========

OTHER DATA:
   Number of properties.........................                                     6                       137
   Net rentable square feet.....................                                 1,100                    17,634
</TABLE>
----------

(1) See the Same Properties analysis below.


                                      -12-

<PAGE>


SAME PROPERTIES

         Following is a comparison of property  operating  data  computed  under
generally  accepted  accounting  principles,  or "GAAP Basis," and excluding the
straight-line  rent  adjustment,  or "Cash  Basis,"  for the 137  non-renovation
properties we owned for the entire three month periods ended  September 30, 2000
and 1999 (in thousands, except number of properties and percentages):

<TABLE>
<CAPTION>


                                                          Three Months Ended
                                                             September 30,
                                                    -------------------------------       Dollar          Percent
                                                        2000              1999            Change          Change
                                                    -------------     -------------    -----------      ----------
                                                              (unaudited)
GAAP BASIS:
<S>                                                 <C>                <C>              <C>                  <C>
Revenue from rental operations.................     $  92,694          $  85,840        $  6,854             8.0%
Property operating expenses....................        28,074             26,436           1,638             6.2%
                                                    ---------          ---------       ---------        ---------
       Net.....................................     $  64,620          $  59,404        $  5,216             8.8%
                                                    =========          =========        ========        =========

CASH BASIS (1):

Revenue from rental operations.................     $  90,228          $  83,994        $  6,234             7.4%
Property operating expenses....................        28,074             26,436           1,638             6.2%
                                                    ---------          ---------       ---------        ---------
       Net.....................................     $  62,154          $  57,558        $  4,596             8.0%
                                                    =========          =========        ========        =========

Number of non-renovation properties............           137                137
Average occupancy..............................         94.9%              91.8%
Net rentable square feet.......................        17,634             17,634
</TABLE>
----------

(1)      Excludes straight-line rent adjustments.

         Revenue from rental operations for these properties, computed on a GAAP
basis, increased by approximately $6.8 million, or 8.0%, during the three months
ended  September  30, 2000,  compared to the same period in 1999.  Approximately
$6.3 million of this  difference  was related to rental  revenue,  of which $5.7
million was related to scheduled  rents and $600,000 was related to increases in
straight-line rent. Approximately 55% of the increase in scheduled rents was due
to higher average  occupancy in 2000 and the remaining 45% was related to rental
rate  increases.  The increase in  straight-line  rent was  primarily due to new
leases and extensions  signed with higher rental rate  escalations than in 1999.
These  increases were partially  offset by an approximate  $250,000  decrease in
tenant  reimbursements.  This $250,000 decrease was the result of an approximate
$310,000 increase in tenant reimbursements related to higher utility expenses in
San Diego  County  offset by an  approximate  $560,000  decrease in other tenant
reimbursements,  primarily  due  to  the  timing  of  prior  year  reimbursement
reconciliations.   In  1999,  the  majority  of  the  final  1998  reimbursement
adjustments  were  recorded in the third  quarter,  whereas the  majority of the
final 1999  reimbursement  adjustments  were  recorded in the second  quarter of
2000. Parking income also increased by approximately  $750,000 in 2000 primarily
due to increases in occupancy and rates.

         Excluding only the straight-line  rent adjustment for these properties,
revenue from rental  operations  for the three months ended  September 30, 2000,
computed on a Cash Basis, increased by approximately $6.2 million or 7.4%.

         Property   operating   expenses  for  these  properties   increased  by
approximately $1.6 million, or 6.2%, during the three months ended September 30,
2000,  compared to the same period in 1999,  primarily due to higher utility and
real estate tax expenses in 2000. The approximate  $664,000  increase in utility
expenses  was  primarily  due to an  approximate  $350,000  increase  related to
utility rate  increases in San Diego  County  (most of which was  recovered,  as
discussed  above),  and higher  utility usage related to the increase in average
occupancy  for  these  properties  in  2000.  Real  estate  taxes  increased  by
approximately  $709,000  in  2000  due to  normal  annual  increases  and  final
assessments on certain properties.  Property  administrative  expenses were also
approximately $110,000 higher in 2000, primarily related to additional resources
and costs  incurred  in  connection  with  efforts  to  increase  portfolio-wide
occupancy levels.


                                      -13-

<PAGE>


         COMPARISON  OF THE NINE  MONTHS  ENDED  SEPTEMBER  30, 2000 TO THE NINE
MONTHS ENDED  SEPTEMBER 30, 1999 (IN THOUSANDS,  EXCEPT NUMBER OF PROPERTIES AND
PERCENTAGES):

<TABLE>
<CAPTION>
                                                               Nine Months Ended
                                                                 September 30,
                                                           ---------------------------           Dollar        Percent
                                                              2000             1999              Change         Change
                                                           ----------       ----------         ----------     ----------
                                                                   (unaudited)
REVENUE
  Revenue from rental operations:
<S>                                                       <C>              <C>                 <C>                <C>
    Rental..........................................      $ 241,726        $ 216,034           $ 25,692           12%
    Tenant reimbursements...........................         12,213           10,890              1,323           12%
    Parking, net of expenses........................         13,199           10,583              2,616           25%
    Other rental operations.........................         14,427           11,264              3,163           28%
                                                          ---------        ---------           --------        ------
                                                            281,565          248,771             32,794           13%
  Interest and other income.........................          2,573            2,092                481           23%
                                                          ---------        ---------           --------        ------
    Total revenue...................................      $ 284,138        $ 250,863           $ 33,275           13%
                                                          =========        =========           ========        ======

EXPENSES
  Property operating expenses:
    Repairs and maintenance.........................      $  25,965        $  24,180           $  1,785            7%
    Utilities.......................................         22,206           21,487                719            3%
    Real estate taxes...............................         19,449           17,181              2,268           13%
    Insurance.......................................          3,140            2,962                178            6%
    Ground rent.....................................          1,016              693                323           47%
    Property administrative.........................          9,808            8,195              1,613           20%
                                                          ---------        ---------           --------        ------
       Total property operating expenses............         81,584           74,698              6,886            9%

  General and administrative........................          5,184            4,584                600           13%
  Interest..........................................         56,967           43,685             13,282           30%
  Depreciation and amortization.....................         63,952           51,198             12,754           25%
                                                          ---------        ---------           --------        ------
    Total expenses..................................      $ 207,687        $ 174,165           $ 33,522           19%
                                                          =========        =========           ========        ======

OTHER DATA:
NUMBER OF PROPERTIES
  Acquired during period............................             --                4
  Completed and placed in service during period.....              1               --
  Owned at end of period............................            143              142

NET RENTABLE SQUARE FEET:
  Acquired during period............................             --              524
  Completed and placed in service during period.....            242               --
  Owned at end of period............................         18,734           18,492
</TABLE>

         Variances  for revenue from rental  operations  and property  operating
expenses are discussed below.

         Interest and other income  increased by  approximately  $481,000 or 23%
during the nine months ended  September 30, 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
January  1,  1999 as well as  additional  management  fees for  associations  we
manage.

         General and  administrative  expenses as a percentage of total revenues
remained  consistent at  approximately  1.8% for the nine months ended September
30, 2000, and for the same period in 1999.

         Interest expense  increased  approximately  $13.3 million or 30% during
the nine months  ended  September  30,  2000,  as compared to the same period in
1999.  Interest  incurred  increased  due to both higher  outstanding  balances,
primarily to fund four property  acquisitions  in 1999,  tenant  improvement and
leasing  commission costs and for our development and renovation  projects,  and
higher average interest rates in 2000.

         Depreciation and amortization  expense increased by approximately $12.8
million or 25% during the nine months ended September 30, 2000, primarily due to
depreciation  related  to  properties  acquired  in 1999,  newly  developed  and
renovated  properties  placed in service in 2000, and for capital  expenditures,
tenant  improvements and leasing  commissions  placed in service after September
30, 1999.

                                      -14-

<PAGE>


VARIANCES FOR REVENUE FROM RENTAL OPERATIONS AND PROPERTY OPERATING EXPENSES

         The increase in revenue from rental  operations and property  operating
expenses  for the nine months ended  September  30, 2000 as compared to the same
period in 1999 was partially due to the four properties we acquired during 1999,
a  development  property  placed in service in the third quarter of 2000 and the
five properties under renovation for all or a portion of the periods  presented.
Operating  results for properties under renovation may  significantly  vary from
period to period depending on the status of the renovation and occupancy levels.

         Following  is  a  summary  of  the  increase  in  revenue  from  rental
operations  and property  operating  expenses that relates to the ten properties
that were  either  acquired or placed in service  after  January 1, 1999 or were
under  renovation for all or a portion of the period  beginning after January 1,
1999 and for the 133  non-renovation  properties  we  owned  for all of the nine
month periods ended September 30, 2000 and 1999 (in thousands,  except number of
properties).

<TABLE>
<CAPTION>
                                                                        Properties Acquired,          Properties Owned
                                                                        Placed in Service or           for all of the
                                                                          Under Renovation            Nine Months Ended
                                                    Total Variance     after January 1, 1999    September 30, 2000 and 1999 (1)
                                                    --------------     ---------------------    -------------------------------

REVENUE FROM RENTAL OPERATIONS:
<S>                                                     <C>                  <C>                       <C>
   Rental.......................................        $ 25,692             $  12,381                 $  13,311
   Tenant reimbursements........................           1,323                   415                       908
   Parking, net of operations...................           2,616                   982                     1,634
   Other rental operations......................           3,163                 2,431                       732
                                                        --------             ---------                 ---------
                                                        $ 32,794             $  16,209                 $  16,585
                                                        ========             =========                 =========

PROPERTY OPERATING EXPENSES:
   Repairs and maintenance......................        $  1,785             $   1,525                 $     260
   Utilities....................................             719                 1,233                      (514)
   Real estate taxes............................           2,268                 1,005                     1,263
   Insurance....................................             178                   146                        32
   Ground rent..................................             323                     -                       323
   Property administrative......................           1,613                   378                     1,235
                                                        --------             ---------                 ---------
                                                        $  6,886             $   4,287                 $   2,599
                                                        ========             =========                 =========
OTHER DATA:
   Number of properties.........................                                    10                       133
   Net rentable square feet.....................                                 1,834                    16,900
</TABLE>
----------

(1) See the Same Properties analysis below.

                                      -15-

<PAGE>


SAME PROPERTIES

         Following is a comparison of property operating data computed under the
GAAP Basis and Cash Basis for the 133 non-renovation properties we owned for the
entire nine month  periods  ended  September  30,  2000 and 1999 (in  thousands,
except number of properties and percentages):

<TABLE>
<CAPTION>
                                                         Nine Months Ended
                                                            September 30,
                                                    -------------------------------       Dollar           Percent
                                                        2000              1999            Change           Change
                                                    -------------     -------------    -----------       ----------
                                                             (unaudited)
GAAP BASIS:
<S>                                                 <C>                <C>              <C>                   <C>
Revenue from rental operations.................     $  257,252         $  240,667       $  16,585             6.9%
Property operating expenses....................         74,911             72,312           2,599             3.6%
                                                    ----------         ----------       ---------        ---------
       Net.....................................     $  182,341         $  168,355       $  13,986             8.3%
                                                    ==========         ==========       =========        =========

CASH BASIS (1):
Revenue from rental operations.................     $  251,778         $  235,751       $  16,027             6.8%
Property operating expenses....................         74,911             72,312           2,599             3.6%
                                                    ----------         ----------       ---------        ---------
       Net.....................................     $  176,867         $  163,439       $  13,428             8.2%
                                                    ==========         ==========       =========        =========

Number of non-renovation properties............            133                133
Average occupancy..............................          94.8%              92.1%
Net rentable square feet.......................         16,900             16,900
</TABLE>
----------

(1) Excludes straight-line rent adjustments.

         Revenue from rental operations for these properties, computed on a GAAP
basis, increased by approximately $16.6 million, or 6.9%, during the nine months
ended  September  30, 2000,  compared to the same period in 1999.  Approximately
$13.3 million of this difference was related to rental  revenue,  of which $12.7
million was related to scheduled  rents and $600,000 was related to increases in
straight-line rent. Approximately 60% of the increase in scheduled rents was due
to higher average  occupancy in 2000 and the remaining 40% was related to rental
rate  increases.  The increase in  straight-line  rent was  primarily due to new
leases and extensions  signed with higher rental rate  escalations than in 1999.
Revenue from rental  operations was also higher due to an  approximate  $900,000
increase in tenant reimbursements, a $1.6 million increase in parking income and
an   approximate   $700,000   increase  in  other  rental   operations.   Tenant
reimbursements  and parking income  increased  primarily due to the  approximate
2.7%  increase in occupancy in 2000,  while other  rental  operations  increased
primarily due to additional signage, satellite and after-hour utility billings.

         Excluding only the straight-line  rent adjustment for these properties,
revenue from rental  operations  for the nine months ended  September  30, 2000,
computed on a Cash Basis, increased by approximately $16.0 million or 6.8%.

         Property   operating   expenses  for  these  properties   increased  by
approximately $2.6 million,  or 3.6%, during the nine months ended September 30,
2000,  compared to the same period in 1999,  primarily due to higher real estate
tax, contingent ground rent, and property administrative expenses in 2000, these
increases were partially offset by lower utilities  expense in 2000. Real estate
taxes  increased  by  approximately  $1.3  million in 2000 due to normal  annual
increases  and final  assessments  on certain  properties.  Ground rent  expense
increased by $323,000 due to higher  operating income from one of our properties
with a  participating  ground lease.  Due to our continued  focus on raising our
portfolio-wide   occupancy,   property   administrative   expenses   were   also
approximately $1.2 million higher in 2000. These increases in property operating
expenses in 2000 were partially offset by a $514,000 decrease in utility expense
as a result of savings  achieved  from  energy  enhancing  capital  improvements
completed during 1999.

                                      -16-

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

CASH FLOWS

         Cash provided by operating  activities increased by approximately $23.3
million to $143.2  million for the nine months  ended  September  30,  2000,  as
compared  to  $119.9  million  for the same  period  in 1999,  primarily  due to
improved  operating  results,  net of depreciation  and  amortization,  from our
property portfolio.

         Cash used in  investing  activities  decreased by  approximately  $33.7
million, to $178.7 million for the nine months ended September 30, 2000 compared
to $212.4  million for the same period in 1999.  This decrease was primarily due
to $89.8  million used in 1999 to acquire four  properties  which was  partially
offset by an increase of  approximately  $56.1  million used in 2000 for capital
expenditures  related to our increased  development and renovation  activity and
higher  costs  associated  with tenant  improvement  build-outs  resulting  from
occupancy gains achieved in 2000.

         Cash provided by financing  activities decreased by approximately $61.5
million to an inflow of $30.0  million for the nine months ended  September  30,
2000,  as  compared  to an inflow of $91.5  million for the same period in 1999.
Cash provided by financing  activities  for the nine months ended  September 30,
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 our general and limited partners.
                                            .
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.  This line of credit  accrues  interest at the
City  National  Bank Prime Rate less 0.875% and is scheduled to mature on August
1, 2001.  Proceeds  from this line of credit are used,  among other  things,  to
provide funds for tenant  improvements and capital  expenditures and provide for
working capital and other corporate  purposes.  As of September 30, 2000,  there
was no outstanding  balance on this line of credit and $10 million was available
for additional borrowings.

         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 8.88% due
in March 2005 and the other  tranche was for $50 million at an interest  rate of
9.15% 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  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 on this line of credit 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 April
2003.  As  of  September  30,  2000,  there  was  approximately  $214.4  million
outstanding on this line of credit and approximately $60.6 million was available
for additional borrowings.

         In July 2000, we closed on a $75 million  unsecured line of credit with
Lehman  Brothers.  Borrowings  on this line of credit  bear  interest  at a rate
ranging  between  LIBOR  plus  1.05%  and LIBOR  plus  1.70%,  depending  on our
unsecured  debt rating.  We also have the option to convert the interest rate to
the prime  rate plus  0.5%.  This  line of credit  matures  in July 2002 with an
option to extend  the  maturity  date for one year.  Proceeds  from this line of
credit  were used to  paydown a portion  of our Wells  Fargo  unsecured  line of
credit.


                                      -17-

<PAGE>


         Following  is a summary of scheduled  principal  payments for our total
debt outstanding as of September 30, 2000 (in thousands):

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

   2000......................................................   $    41,014(1)
   2001......................................................         2,501
   2002......................................................        77,702(2)
   2003......................................................       219,888(3)
   2004......................................................       182,302
   2005......................................................       207,918
   2006......................................................        15,303
   2007......................................................         8,895
   2008......................................................       230,388
   2009......................................................       112,063
   Thereafter................................................        57,557
                                                                -----------
     Total...................................................   $ 1,155,531
                                                                ===========
----------
(1) Consists  primarily of $40.4  million  outstanding  on our 6060 Center Drive
    construction loan which has two one-year extension options.

(2) Consists primarily of $75.0 million  outstanding on our Lehman Brothers line
    of credit which has a one-year extension option.

(3) Consists primarily of $214.4 million outstanding on our Wells Fargo line of
    credit.


         Following is certain other  information  related to our indebtedness as
of September 30, 2000 (in thousands, except percentage data):

<TABLE>
<CAPTION>
         UNSECURED AND SECURED DEBT:
         ---------------------------
                                                                                     Weighted
                                                                                     Average
                                                   Balance          Percent       Interest Rate (1)
                                                -------------   --------------   ----------------

<S>                                              <C>                     <C>             <C>
         Unsecured Debt......................    $   538,500             47%             8.73%
         Secured Debt........................        617,031             53%             7.50%
                                                 -----------     -----------       -----------
         Total Debt..........................    $ 1,155,531            100%             8.07%
                                                 ===========     ===========       ===========
</TABLE>

<TABLE>
<CAPTION>
         FLOATING AND FIXED RATE DEBT:
         -----------------------------
                                                                                     Weighted
                                                                                     Average
                                                   Balance          Percent       Interest Rate (1)
                                                -------------   --------------   ----------------
<S>                                              <C>                     <C>             <C>
         Floating Rate Debt..................    $   329,723             29%             8.45%
         Fixed Rate Debt.....................        825,808             71%             7.93%
                                                 -----------     -----------       -----------
         Total Debt..........................    $ 1,155,531            100%             8.07%
                                                 ===========     ===========       ===========
</TABLE>
----------
(1) Includes amortization of prepaid financing costs.

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

<TABLE>
<CAPTION>
                                       For the Three Months Ended September 30,  For the Nine Months Ended September 30,
                                       ----------------------------------------  ---------------------------------------
                                             2000                  1999                2000                  1999
                                           --------              --------           --------              --------
<S>                                       <C>                 <C>                  <C>                  <C>
Total interest incurred...........         $ 23,476            $  18,372            $  66,660            $  50,718
Amount capitalized................           (3,131)              (2,325)              (9,693)              (7,033)
                                           --------            ---------            ---------            ---------
Amount expensed...................         $ 20,345            $  16,047            $  56,967            $  43,685
                                           ========            =========            =========            =========
</TABLE>
                                      -18-

<PAGE>

         As of  September  30,  2000,  we had  $23.0  million  in cash  and cash
equivalents,  including $13.8 million in restricted cash  representing  interest
bearing cash  deposits  required by five of our  mortgage  loans  payable.  Also
included in cash and cash equivalents were $7.7 million in cash impound accounts
for real estate taxes and insurance as required by several of our mortgage loans
payable.

         As of September  30, 2000,  we had $70.6  million  available  under our
lines of credit.

         We have  identified  certain  mature,  slow  growth  assets that we may
dispose of throughout  the next several years.  Due to future market  conditions
beyond our control,  it is difficult to predict the actual  period and amount of
these asset sales.  At the time any such sales proceeds are realized,  we expect
to  redeploy  such  amounts  into  what  we  believe  will  be  higher  yielding
investments, which may include development of office buildings,  acquisitions or
repurchase of our common stock.  In addition,  we expect to use a portion of any
proceeds to pay down portions of our debt in order to maintain our  conservative
leverage and coverage ratios.

         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,  development costs, property acquisitions, if
any, and other  non-recurring  capital  expenditures  through the refinancing of
existing   indebtedness  and/or  the  issuance  of  long-term  debt  and  equity
securities.











                                      -19-

<PAGE>


FUNDS FROM OPERATIONS AND FUNDS AVAILABLE FOR DISTRIBUTION

         The  following  table  reflects  the  calculation  of  our  funds  from
operations and our funds available for distribution for the three and nine month
periods ended September 30, 2000 and 1999 (in thousands):

<TABLE>
<CAPTION>
                                                                 For the                              For the
                                                    Three Months Ended September 30,      Nine Months Ended September 30,
                                                    --------------------------------      -------------------------------
                                                        2000                 1999            2000                 1999
                                                     ---------            ---------        ---------           ---------
FUNDS FROM OPERATIONS(1):                                                        (unaudited)

<S>                                                  <C>                  <C>              <C>                 <C>
  Net income..................................       $  25,650            $  25,109        $  76,336           $   76,561
  Depreciation and amortization
    of real estate assets.....................          22,528               17,810           63,952               51,198
  Income allocated to Preferred Operating
    Partnership Units.........................          (1,078)                (276)          (3,234)                (276)
                                                     ---------            ---------        ---------           ----------
Funds From Operations.........................       $  47,100            $  42,643        $ 137,054           $  127,483
                                                     =========            =========        =========           ==========

FUNDS AVAILABLE FOR DISTRIBUTION(2):

   Funds From Operations                             $  47,100            $  42,643       $  137,054           $  127,483
   Straight-line rent adjustment..............          (2,330)              (1,990)          (5,672)              (5,557)
   Capital expenditure, tenant improvement
     and leasing commission reserve...........          (7,600)              (6,765)         (23,094)             (20,460)
                                                     ---------            ---------        ---------           ----------
Funds Available for Distribution..............       $  37,170            $  33,888        $ 108,288           $  101,466
                                                     =========            =========        =========           ==========

Weighted average common operating
   partnership units outstanding - Diluted              65,966               65,610           65,703               65,625
                                                     =========            =========        =========           ==========
</TABLE>
----------


(1)    We consider funds from operations, as defined by The National Association
       of Real Estate  Investment  Trust,  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  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.

(2)    Funds  available  for  distribution  consists  of funds from  operations,
       excluding  straight-line  rent adjustments and less a reserve for capital
       expenditures, tenant improvements and leasing commissions.



                                      -20-

<PAGE>


PORTFOLIO AND LEASE INFORMATION

         The  following  tables  set forth  certain  information  regarding  our
properties as of September 30, 2000.

                                PORTFOLIO SUMMARY
<TABLE>
<CAPTION>
                                                                                                   Net Operating Income
                                                                                               (in thousands and unaudited)
                                                                                           --------------------------------------
                                                                                              For the Three       For the Nine
                                                      Approximate Net Rentable Square Feet    Months Ended        Months Ended
      Location             Number of Properties                  (in thousands)            September 30, 2000  September 30, 2000
--------------------- ------------------------------- ------------------------------------ ------------------  ------------------
                            Industrial                         Industrial
                               and              % of              and               % of              % of                 % of
                      Office  Retail    Total   Total  Office    Retail     Total   Total    Total    Total      Total     Total
                      ------  ------    -----   -----  ------    ------     -----   -----    -----    -----      -----     -----
Los Angeles County
<S>                     <C>      <C>     <C>     <C>    <C>        <C>    <C>        <C>   <C>         <C>    <C>           <C>
  West..............     30       1       31      22%    5,238      37     5,275      28%  $  25,617    37%    $  71,005     36%
  North.............     32       -       32      22%    2,877       -     2,877      16%     10,849    16%       31,910     16%
  South.............     16       -       16      11%    2,202       -     2,202      12%      6,485     9%       20,309     10%
  Central...........      3       -        3       2%      609       -       609       3%      2,856     4%        6,703      3%
                      -----   ------   -------- -----  -------  --------  --------- -----  ---------  -----   ----------   -----
   Subtotal.........     81       1       82      57%   10,926      37    10,963      59%     45,807    66%      129,927     65%

Orange County.......     21       -       21      15%    3,317       -     3,317      18%     11,130    16%       32,710     16%
San Diego County....     21       -       21      15%    2,487       -     2,487      13%      8,502    12%       24,660     12%
Ventura County......      4       -        4       3%      562       -       562       3%      1,780     3%        5,121      3%
Riverside/San
  Bernardino
   Counties.........      8       4       12       8%      554     415       969       5%      1,616     2%        5,261      3%
Kern County.........      2       -        2       1%      216       -       216       1%        484     1%        1,961      1%
                      -----   ------   -------- -----  -------  --------  --------- -----  ---------  -----   ----------   -----
   Subtotal.........    137       5      142      99%   18,062     452    18,514      99%     69,319   100%      199,640    100%
Renovation
  Properties........      1       -        1       1%      220       -       220       1%        196     -           341      -
                      -----   ------   -------- -----  -------  --------  --------- -----  ---------  -----   ----------   -----
     Total..........    138       5      143(1)  100%   18,282     452    18,734(1)  100%  $  69,515   100%   $  199,981    100%
                      =====   ======   ======== =====  =======  ========  ========= =====  =========  =====   ==========   =====
</TABLE>
----------

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











                                      -21-

<PAGE>

<TABLE>
<CAPTION>

                     PORTFOLIO OCCUPANCY AND LEASING SUMMARY

                                      Percent Occupied               Percent Leased                  Annualized Base Rent
Location                                 at 9/30/00                    at 9/30/00                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......................       94.7%   100.0%     94.7%      96.6%    100.0%    96.6%   $ 24.41   $ 24.60   $ 24.42   $ 24.41
  North.....................       92.5%      -       92.5%      93.1%       -      93.1%     20.30       -       20.30     21.58
  South.....................       94.4%      -       94.4%      96.3%       -      96.3%     17.93       -       17.93     19.38
  Central...................       94.7%      -       94.7%      95.1%       -      95.1%     19.78       -       19.78     19.78
Orange County...............       96.4%      -       96.4%      96.8%       -      96.8%     16.69       -       16.69     19.63
San Diego County............       97.5%      -       97.5%      97.7%       -      97.7%     16.28       -       16.28     19.15
Ventura County..............       99.2%      -       99.2%      99.5%       -      99.5%     17.17       -       17.17     17.17
Riverside/San
  Bernardino Counties.......       84.0%    96.7%     89.4%      86.8%     96.7%    91.1%     14.99      8.79     12.17     17.66
Kern County.................       86.3%      -       86.3%      86.3%       -      86.3%     17.21       -       17.21       -
                                  ------   ------    ------     ------    ------   ------   -------   -------   -------   -------
  Subtotal/ Weighted
    Average.................       94.7%    97.0%     94.8%      95.8%     97.0%    95.9%     19.68     10.13     19.44     21.53

Renovation Properties.......       31.8%      -       31.8%      47.0%       -      47.0%     20.30       -       20.30     20.30
                                  ------   ------    ------     ------    ------   ------   -------   -------   -------   -------

  Total/ Weighted Average...       94.0%    97.0%     94.0%      95.2%     97.0%    95.3%   $ 19.68   $ 10.13   $ 19.45   $ 21.52
                                  ======   ======    ======     ======    ======   ======   =======   =======   =======   =======
</TABLE>
  ----------

(1)   Based on  monthly  contractual  base  rent  under  existing  leases  as of
      September  30, 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 September 30, 2000


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

<S>                                    <C>                <C>            <C>                   <C>                     <C>
Month-to-Month............             309                2%             $   19.90             $  24.45                23%
2000 (2)..................             498                3%             $   16.75             $  21.05                26%
2001.....................            2,180               12%             $   19.34             $  24.46                26%
2002.....................            2,797               16%             $   18.65             $  25.78                38%
2003.....................            3,075               17%             $   20.28             $  26.56                31%
2004.....................            2,746               15%             $   20.67             $  26.86                30%
</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 October 1, 2000 through December 31, 2000.

                                      -22-

<PAGE>

                                 LEASING ACTIVITY

             For the Three and Nine Months Ended September 30, 2000
<TABLE>
<CAPTION>
                                                                        Weighted Average            Tenant Improvements
                           Net Absorption                                  Lease Term                 and Commissions
                          (square feet)        Retention Rate (1)          (in months)               (per square foot)
---------------------   ------------------    -------------------      -------------------     ----------------------------

                                                                                                    New (2)       Renewal
                                                                                                    -------       -------
<S>                      <C>                     <C>                        <C>                    <C>            <C>
Three Months
  Ended 9/30/00                 61,303                    78%                      56.3             $ 16.15       $  8.40
                         =============           ============            ==============             =======       =======
Nine Months
  Ended 9/30/00               471,444                     74%                      55.6             $ 15.88       $  9.70
                         =============           ============            ==============             =======       =======
</TABLE>
----------

(1)  Percentage  of leased  square feet in which  tenants were retained at lease
     expiration.

(2)  Excludes all first generation space.


                         DEVELOPMENT/RENOVATION SUMMARY

                            As of September 30, 2000

<TABLE>
<CAPTION>
                                                                                                            Estimated
                                           Costs                       Percent    Estimated                   Year 1      Estimated
                                          Incurred       Estimated     Leased   Construction   Estimated    Stabilized     Year 1
                                           To Date     Total Cost (1)    at      Completion  Stabilization   Cash NOI      Annual
  Property                 Square Feet (in thousands) (in thousands)  10/24/00      Date          Date     (in thousands) Cash Yield
  --------                 ----------- -------------- --------------  --------  ------------ ------------- -------------- ----------
  Development:
  Howard Hughes Center
<S>                           <C>        <C>          <C>               <C>     <C>           <C>            <C>            <C>
    Univision Building        158,473    $  15,645    $  51,700         100%    3rd Qtr 2001  3rd Qtr 2001    $ 5,199        10.1%
    6080 Center Drive         283,204       33,388       72,750          78%    2nd Qtr 2001  4th Qtr 2001    $ 8,288        11.4%
    Unallocated Acquisition
  and Master Plan
      Costs (1),(2)                --       22,766       34,600
                             --------   ----------    ---------
  Total Development
   Properties                 441,677       71,799      159,050

  Renovation:
  Tourney Pointe              219,991       32,454       33,500          47%    Complete      4th Qtr 2000    $ 2,943         8.8%
                             --------   ----------    ---------

  Total Properties under
   Development and
      Renovation              661,668    $ 104,253    $ 192,550
                             ========    =========    =========
</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
      development properties also includes 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.

         Subsequent  to  September  30, 2000 we commenced  construction  on 6100
Center Drive, a multi-tenant  office building at the Howard Hughes Center.  This
approximate 280,000 square foot building has a similar design as our 6080 Center
Drive project. In addition, we have preliminary  architectural designs completed
for two additional  build-to-sit buildings at the Howard Hughes Center, totaling
an additional approximate 350,000 square feet.

                                      -23-

<PAGE>

         In addition to our development at the Howard Hughes Center project,  we
have  completed  preliminary  designs and are marketing an  approximate  170,000
square foot  build-to-suit  office  building at our Long Beach Airport  Business
Park. Depending on market conditions,  we do not intend to commence construction
on this project  unless we can achieve  yields  commensurate  with the project's
development risk.

         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,"
"--Increase  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."

         We undertake no obligation to update or revise these estimates.

         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 September 30,
2000, a one percentage point increase in interest rates on our $329.7 million of
floating  rate debt would  decrease  annual  future  earnings  and cash flows by
approximately  $3.3  million and would not have an impact on the  floating  rate
debt fair value. A one percentage point decrease in interest rates on our $329.7
million of floating rate debt would  increase  annual  future  earnings and cash
flows by approximately $3.3 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.

                                      -24-

<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

27.1     Financial Data Schedule.

Reports on Form 8-K

         None









                                      -25-

<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: November 13, 2000           By: /s/  Andrew J. Sobel
                                    --------------------------------------------
                                    Andrew J. Sobel
                                    Executive Vice President




Date: November 13, 2000           By: /s/  Daniel S. Bothe
                                    --------------------------------------------
                                    Daniel S. Bothe
                                    Senior Vice President and
                                    Co-Chief Financial Officer




Date: November 13, 2000           By: /s/  Richard S. Davis
                                    --------------------------------------------
                                    Richard S. Davis
                                    Senior Vice President,
                                    Co-Chief Financial Officer and
                                    Treasurer