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


                       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 June 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.EmployerIdentification No.)
incorporation or organization)



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

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

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports);  and (2) has been subject to such
filing requirements for the past 90 days.

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

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

As of August 9, 2000 there were  65,657,241  shares of the  registrant's  common
operating partnership units issued and outstanding.


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



<PAGE>


                        ARDEN REALTY LIMITED PARTNERSHIP
                                    FORM 10-Q
                                TABLE OF CONTENTS



                                                                        PAGE NO.
PART I.   FINANCIAL INFORMATION                                         --------
<TABLE>
<CAPTION>



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

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


                Consolidated Statements of Cash Flows for the six months
                  ended June 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........................ 9

    Item 3.     Quantitative and Qualitative Disclosures about Market Risk.. 22




PART II.  OTHER INFORMATION................................................. 23

          SIGNATURES........................................................ 24
</TABLE>


<PAGE>


Part I.     FINANCIAL INFORMATION

Item 1.     Financial Statements

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

                                                         June 30,   December 31,
                                                           2000         1999
                                                        ----------  -----------
                                                        (unaudited)
ASSETS
Commercial properties:
<S>                                                      <C>           <C>
  Land.............................................      $468,757      $467,157
  Buildings and improvements.......................     1,870,439     1,833,052
  Tenant improvements and leasing costs............       192,179       153,161
                                                       ----------    ----------
                                                        2,531,375     2,453,370
  Less:  accumulated depreciation..................      (199,112)     (157,608)
                                                       ----------    ----------
                                                        2,332,263     2,295,762
  Properties under development.....................       220,116       183,349
                                                       ----------    ----------
   Net investment in real estate...................     2,552,379     2,479,111

Cash and cash equivalents..........................         2,537         7,056
Restricted cash....................................        19,540        18,513
Rent and other receivables, net of allowance.......        10,965        11,785
Due from general partner...........................         2,744         2,446
Mortgage notes receivable, net of discount.........        13,807        13,847
Deferred rent......................................        27,274        23,932
Prepaid financing costs, expenses and other assets,        22,339        16,214
                                                       ----------    ----------
net of amortization................................
   Total assets....................................    $2,651,585    $2,572,904
                                                       ==========    ==========

LIABILITIES
Mortgage loans payable.............................      $625,866      $740,806
Unsecured lines of credit..........................       245,350       288,850
Unsecured senior notes, net of discount............       249,114            --
Accounts payable and accrued expenses..............        29,624        34,482
Security deposits..................................        19,904        16,073
                                                       ----------    ----------
   Total liabilities...............................     1,169,858     1,080,211

Minority interests.................................         2,951         2,953

PARTNERS' CAPITAL
Preferred partner, 2,000,000 Series B Cumulative
  Redeemable Preferred Units outstanding at June 30,       50,000        50,000
  2000 and December 31, 1999.......................
General and limited partners, 65,467,000 and
  65,509,000 common operating partnership units
  outstanding at June 30, 2000 and December 31, 1999,   1,429,888     1,441,907
   respectively....................................
Receivable from general partner for common operating       (1,112)       (2,167)
                                                       ----------    ----------
partnership units..................................
   Total partners' capital.........................     1,478,776     1,489,740
                                                       ----------    ----------
   Total liabilities and partners' capital.........    $2,651,585    $2,572,904
                                                       ==========    ==========
</TABLE>


          See accompanying notes to consolidated financial statements.


<PAGE>


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


                                                Three Months Ended       Six Months Ended
                                                     June 30,                 June 30,
                                                ------------------      -----------------
                                                  2000       1999         2000      1999
                                                -------   --------      -------  --------

<S>                                            <C>       <C>           <C>       <C>

Revenue...................................      $92,856   $82,712       $182,534 $162,048
Property operating expenses...............       26,721    24,444         52,068   47,954
                                                -------   -------        -------  -------
                                                 66,135    58,268        130,466  114,094

General and administrative expenses.......        1,625     1,578          3,294    2,869
Interest expense..........................       18,770    14,455         36,622   27,638
Depreciation and amortization.............       21,277    17,173         41,424   33,388
Interest and other income.................         (770)     (671)        (1,625)  (1,341)
                                                 -------   -------       -------  -------
Income before minority interest...........        25,233    25,733        50,751   51,540
Minority interests........................          (35)      (34)           (65)     (88)
                                                 -------   -------       -------  -------
Net income................................       $25,198   $25,699       $50,686  $51,452
                                                 =======   =======       =======  =======

Net income allocated to:
   Preferred units........................       $ 1,078   $    --        $2,156  $    --
                                                 =======   =======       =======  =======
   Common units...........................       $24,120   $25,699       $48,530  $51,452
                                                 =======   =======       =======  =======

Net income per common operating
  partnership  unit:
   Basic..................................       $  0.37   $  0.39       $  0.74  $  0.79
                                                 =======   =======       =======  =======
   Diluted................................       $  0.37   $  0.39       $  0.74  $  0.78
                                                 =======   =======       =======  =======

Weighted average common operating
  partnership units outstanding:
   Basic..................................        65,467    65,509        65,478   65,509
                                                 =======   =======       =======  =======
   Diluted................................        65,657    65,661        65,623   65,633
                                                 =======   =======       =======  =======
</TABLE>



<PAGE>


                        ARDEN REALTY LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                Six Months Ended
                                                                     June 30,
                                                             ----------------------
                                                                 2000        1999
                                                             ----------  ----------
OPERATING ACTIVITIES:
<S>                                                           <C>          <C>
 Net income..............................................     $50,686      $51,452
 Adjustments to reconcile net income to net cash
   provided by operating activities:

   Minority interests....................................          65           88
   Depreciation and amortization.........................      41,424       33,388
   Amortization of loan costs............................       1,772        1,239
   Changes in operating assets and liabilities:
     Due from general partner............................        (298)        (233)
     Rent and other receivables..........................       1,048           63
     Deferred rent.......................................      (3,342)      (3,567)
     Prepaid financing costs, expenses and other assets..      (7,938)      (6,012)
     Accounts payable and accrued expenses...............       3,567        8,513
     Security deposits...................................       3,831          493
                                                              -------      -------
 Net cash provided by operating activities...............      90,815       85,424
                                                              -------      -------
INVESTING ACTIVITIES:
 Acquisitions and improvements to investment in real estate  (123,128)    (150,959)
                                                              -------      -------
FINANCING ACTIVITIES:
 Proceeds from mortgage loans............................      11,885      229,888
 Repayments of mortgage loans............................    (126,825)    (111,737)
 Proceeds from unsecured lines of credit.................      68,000      130,461
 Repayments of unsecured lines of credit.................    (111,500)    (120,298)
 Proceeds from unsecured senior notes, net of discount...     249,079           --
 Distributions to preferred operating partnership unit         (2,156)          --
  holders................................................
 Distributions paid to common operating partnership unit      (59,595)     (56,666)
  holders................................................
 Increase in restricted cash.............................      (1,027)      (5,150)
 Distributions to minority interests.....................         (67)         (81)
                                                              -------      -------
 Net cash provided by financing activities...............      27,794       66,417
                                                              -------      -------
 Net (decrease) increase in cash and cash equivalents....      (4,519)         882
 Cash and cash equivalents at beginning of period........       7,056        4,578
                                                              -------      -------
 Cash and cash equivalents at end of period..............     $ 2,537      $ 5,460
                                                              =======      =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid during the period for interest, net of
    amount capitalized...................................     $35,261      $30,318
                                                              =======      =======
</TABLE>



           See accompanying notes to consolidated financial statements.



<PAGE>


                        ARDEN REALTY LIMITED PARTNERSHIP
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 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 June 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 June 30,  2000,  we  directly  or  indirectly  owned a
portfolio of 142 primarily  offices  properties  containing  approximately  18.5
million net rentable square feet and three properties with approximately 700,000
net rentable square feet under development.

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

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

      The accompanying  consolidated  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.



<PAGE>


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

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

                                                                     Stated Annual
                                        June 30,                   Interest Rate at                     Number of      Maturity
                                         2000        December 31,    June 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)..............    113,130        114,016            6.94         Fixed                 12         4/09
Mortgage Financing VI(3).............     22,331         22,426            7.54         Fixed                  3         4/09
Westwood Center(3)...................     14,696         14,859            8.09         Fixed                  1         5/03
Activity Business Center(3)..........      7,948          8,003            8.85         Fixed                  1         5/06
145 South Fairfax(3).................      4,035          4,050            8.93         Fixed                  1         1/27
Marin Corporate Center(3)............      3,113          3,168            9.00         Fixed                  1         7/15
Conejo Business Center(4)............      3,059          3,114            8.75         Fixed            (Note 4)        7/15
Conejo Business Center(4)............      1,331          1,358            7.88         Fixed            (Note 4)        7/15
299 North Euclid(1)..................         --          5,000              --         Fixed                  1         7/02
                                      ----------     ----------
                                         591,943        598,294
Floating Rate
Construction Loan(5)                      33,923         22,037            8.68         LIBOR + 2.00%    (Note 6)       12/00

Lehman Prepayable
  Term Loan II and III(1)..........           --        120,475              --         LIBOR + 2.25%          9        11/00
                                      ----------     ----------
                                         625,866        740,806
UNSECURED LINES OF CREDIT(8):
Floating Rate
Wells Fargo(1)....                       243,350        280,850            7.84         LIBOR + 1.15%         --         4/03
City National Bank(1)...........           2,000          8,000            8.62         Prime Rate - 0.875%   --         8/01
                                      ----------     ----------
                                         245,350        288,850
UNSECURED SENIOR NOTES:
Fixed Rate
2005 Notes(7).....                       199,513             --            8.87         Fixed                 --         3/05
2010 Notes(7).....                        49,601             --            9.15         Fixed                 --         3/10
                                      ----------     ----------
                                         249,114             --

  Total Debt......                    $1,120,330     $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)  All  interest  and  principal  due upon  maturity. This loan matures in
     December 2000 with two one-year extension options.
(6)  This loan is  secured  by  certain  property  and  construction
     improvements relating  to the 6060  Center  Drive  office  building  in
     the Howard Hughes Center.
(7)  Requires semi-annual interest payments only, with principal balance due
     upon maturity.
(8)  See footnote 6 below for discussion of our new line of credit.

      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.

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 8.87% 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 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 with an option to extend the maturity  date for
one year.

4.    PARTNERS' CAPITAL

      On April 27, 2000, we made a distribution  of $0.465 per common  operating
partnership unit.

5.    REVENUE FROM RENTAL OPERATIONS AND PROPERTY OPERATING EXPENSES

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

                                          Three Months            Six Months
                                         Ended June 30,         Ended June 30,
                                       ------------------     ------------------
                                         2000      1999         2000      1999
                                       --------  --------     --------  --------
                                                     (unaudited)
Revenue from Rental Operations:
<S>                                    <C>      <C>           <C>       <C>
  Rental...........................    $80,003  $72,331       $157,516  $141,841
  Tenant reimbursements............      4,218    2,869          7,810     6,336
  Parking, net of expenses ........      4,415    3,575          8,387     6,757
  Other rental operations..........      4,220    3,937          8,821     7,114
                                        ------ --------       --------  --------
                                        92,856   82,712        182,534   162,048
                                        ------ --------       --------  --------
Property Operating Expenses:
  Repairs and maintenance..........      8,895    8,255         17,297    15,925
  Utilities........................      6,526    6,538         12,636    12,879
  Real estate taxes................      6,328    5,669         12,592    11,416
  Insurance........................      1,043      988          2,084     1,970
  Ground rent......................        596      313            794       494
  Marketing and other..............      3,333    2,681          6,665     5,270
                                      -------- --------       --------  --------
                                        26,721   24,444         52,068    47,954
                                      -------- --------       --------  --------
                                       $66,135  $58,268       $130,466  $114,094
                                      ======== ========       ========  ========
</TABLE>

6.    SUBSEQUENT EVENTS

      Ms. Diana Laing resigned as Executive  Vice President and Chief  Financial
Officer  effective  July 1, 2000 to become  Executive  Vice  President 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,  Inc. The value of the options
and shares surrendered by Ms. Laing equaled the unpaid principal and interest of
her promissory note.

      In July 2000,  we closed on a $75  million  unsecured  line of credit with
Lehman Brothers,  Inc.  Borrowings on this new line of credit will 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 higher of 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  will be used to paydown a portion of our Wells  Fargo  unsecured
line of credit.


<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 June 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.

      We are Southern  California's  largest  publicly traded office landlord as
measured by total net rentable  square feet owned,  as of June 30,  2000.  As of
that date, our portfolio  consisted of 142 primarily  suburban office properties
containing  approximately  18.5  million  net  rentable  square  feet and  three
properties   with   approximately   700,000  net  rentable   square  feet  under
development.  As of June 30,  2000,  our  properties  were  approximately  95.7%
leased, excluding two existing properties 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,  but we will continue to be very selective and
will evaluate any potential acquisition with alternative uses of our capital.



<PAGE>


RESULTS OF OPERATIONS

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

      Comparison  of the three  months  ended June 30, 2000 to the three  months
ended June 30, 1999 (in thousands, except number of properties and percentages):
<TABLE>
<CAPTION>

                                   Three months Ended
                                        June 30,
                                   -------------------       Dollar     Percent
                                    2000         1999        Change      Change
                                   -------     -------       ------     -------
                                       (unaudited)
REVENUE
  Revenue from rental operations:
<S>                               <C>         <C>            <C>            <C>
   Rental.....................    $80,003     $72,331        $7,672         11%
   Tenant reimbursements......      4,218       2,869         1,349         47%
   Parking, net of expenses...      4,415       3,575           840         23%
   Other rental operations....      4,220       3,937           283          7%

                                   92,856      82,712        10,144         12%
  Interest and other income...        770         671            99         15%
                                  -------     -------       -------         ---
   Total revenue..............    $93,626     $83,383       $10,243         12%
                                  =======     =======       =======         ===

EXPENSES
  Property operating expenses:
   Repairs and maintenance....    $ 8,895     $ 8,255        $  640          8%
   Utilities..................      6,526       6,538           (12)        (0%)
   Real estate taxes..........      6,328       5,669           659         12%
   Insurance..................      1,043         988            55          6%
   Ground rent................        596         313           283         90%

Marketing and other...........      3,333       2,681           652         24%
                                  -------     -------       -------         ---
   Total property operating
     expenses................      26,721      24,444         2,277          9%
  General and administrative..      1,625       1,578            47          3%
  Interest....................     18,770      14,455         4,315         30%
  Depreciation and amortization    21,277      17,173         4,104         24%
                                  -------     -------       -------         ---
   Total expenses.............    $68,393     $57,650       $10,743         19%
                                  =======     =======       =======         ===

OTHER DATA:
NUMBER OF PROPERTIES
  Acquired during period......         --           2
  Owned at end of period......        142         141

NET RENTABLE SQUARE FEET:
  Acquired during period......         --         363
  Owned at end of period......     18,492      18,391
</TABLE>


<PAGE>


      The increase in revenue  from rental  operations  and  property  operating
expenses for the three months ended June 30, 2000 as compared to the same period
in 1999 was partially  due to the 3 properties  we acquired  after April 1, 1999
and 5 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 8 properties we acquired or
were  under  renovation  after  April  1,  1999  and for the 134  non-renovation
properties  we owned for all of the three month  periods ended June 30, 2000 and
1999 (in thousands, except number of properties).
<TABLE>
<CAPTION>



                                                                            Properties Owned
                                              Properties Acquired or         for all of the
                                     Total       Under Renovation          Three Months Ended
                                    Variance    after April 1, 1999     June 30, 2000 and 1999(1)
                                    --------  ----------------------    -------------------------

REVENUE FROM RENTAL OPERATIONS:
<S>                                  <C>                 <C>                    <C>
  Rental.........................    $7,672              $3,556                 $4,116
  Tenant reimbursements..........     1,349                   5                  1,344
  Parking, net of operations.....       840                 322                    518
  Other rental operations........       283                 329                    (46)
                                    -------             -------                -------
                                    $10,144              $4,212                 $5,932
                                    =======             =======                =======

PROPERTY OPERATING EXPENSES:
  Repairs and maintenance........    $  640              $  469                 $  171
  Utilities......................       (12)                367                   (379)
  Real estate taxes..............       659                 272                    387
  Insurance......................        55                  46                      9
  Ground rent....................       283                   -                    283
  Marketing and other............       652                 149                    503
                                    -------             -------                -------
                                     $2,277              $1,303                 $  974
                                    =======             =======                =======

OTHER DATA:
  Number of properties...........       142                   8                    134
  Net rentable square feet.......    18,492               1,532                 16,960
</TABLE>
----------


(1)  See the Same Properties analysis below.

      Interest and other income  increased by  approximately  $99,000 or 15% for
the three months  ended June 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 April 1, 1999.

      General and administrative expenses as a percentage of total revenues were
approximately  1.7% of total  revenues for the three months ended June 30, 2000,
which is consistent  with general and  administrative  expenses of 1.9% of total
revenues for the same period in 1999.

      Interest expense  increased  approximately  $4.3 million or 30% during the
three months ended June 30, 2000,  as compared to the same period in 1999.  This
increase was due to higher outstanding debt balances in 2000,  primarily used to
fund capital  expenditures,  tenant improvements and for the three properties we
acquired  after April 1, 1999,  as well as higher  effective  interest  rates in
2000.

      Depreciation and  amortization  expense  increased by  approximately  $4.1
million  during  the  three  months  ended  June  30,  2000,  primarily  due  to
depreciation  related to properties acquired after April 1, 1999 and for capital
expenditures,  tenant  improvements  and leasing  commissions  placed in service
after July 1, 1999.


<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 134  non-renovation
properties  we owned for the entire three month  periods ended June 30, 2000 and
1999 (in thousands, except number of properties and percentages):

<TABLE>
<CAPTION>

                                    Three months Ended
                                         June 30,
                                   ----------------------   Dollar     Percent
                                     2000        1999       Change      Change
                                   ----------  ----------  ----------  ---------
                                        (Unaudited)
GAAP BASIS:
<S>                                <C>          <C>         <C>           <C>
Revenue from rental operations..   $86,454      $80,522     $5,932        7.4%
Property operating expenses.....    24,704       23,730        974         4.1%
                                   -------      -------     ------       ------
     Net........................   $61,750      $56,792     $4,958        8.7%
                                   =======      =======     ======       ======

CASH BASIS (1):

Revenue from rental operations..   $84,483      $78,488     $5,995        7.6%
Property operating expenses.....    24,704       23,730        974        4.1%
                                   -------      -------     ------       ------
     Net........................   $59,779      $54,758     $5,021        9.2%
                                   =======      =======     ======     =======

Number of stabilized properties.      134          134
Average occupancy...............    94.7%        91.0%
Net rentable square feet........   16,960       16,960
Percentage of total portfolio...    91.7%        92.2%
</TABLE>
----------

(1)   Excludes straight-line rent adjustments.

      Revenue from rental  operations for these  properties,  computed on a GAAP
basis, increased by approximately $5.9 million, or 7.4%, during the three months
ended June 30,  2000,  compared to the same period in 1999,  primarily  due to a
3.7% increase in average occupancy and an increase in average rental rates. This
increase in occupancy not only  contributed  to higher  rental  revenue but also
resulted in higher parking income and tenant reimbursements.

      Excluding only the  straight-line  rent  adjustment for these  properties,
revenue  from  rental  operations  for the three  months  ended  June 30,  2000,
computed on a Cash Basis, increased by approximately $6.0 million or 8%.

      Property   operating   expenses   for  these   properties   increased   by
approximately  $1.0  million,  or 4.1%,  during the three  months ended June 30,
2000,  compared to the same period in 1999,  primarily  due to higher repair and
maintenance,  real estate tax,  contingent  ground rent, and marketing and other
expenses in 2000,  these  increases  were  partially  offset by lower  utilities
expense in 2000.  Increases in certain repair and maintenance expense items were
primarily due to the  approximate  3.7% increase in average  occupancy for these
properties  in 2000.  Real  estate  taxes  increased  by $387,000 in 2000 due to
normal annual increases and final assessments on certain properties. Ground rent
expense  increased  by $283,000 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,  marketing and tenant  retention  related
expenses  were also  higher  in 2000.  These  increases  in  property  operating
expenses in 2000 were partially offset by a $379,000 decrease in utility expense
as a result of savings  achieved  from  energy  enhancing  capital  improvements
completed during 1999.


<PAGE>


      Comparison  of the six months  ended June 30, 2000 to the six months ended
June 30, 1999 (in thousands, except number of properties and percentages):
<TABLE>
<CAPTION>

                                              Six Months Ended
                                                  June 30,
                                             -------------------        Dollar     Percent
                                              2000        1999          Change      Change
                                             -------     -------        ------      ------
                                                (unaudited)
REVENUE
  Revenue from rental operations:
<S>                                       <C>         <C>            <C>              <C>
   Rental................................ $ 157,516   $  141,841     $ 15,675         11%
   Tenant reimbursements.................     7,810        6,336        1,474         23%
   Parking, net of expenses..............     8,387        6,757        1,630         24%
   Other rental operations...............     8,821        7,114        1,707         24%
                                           --------   ----------      -------         ---
                                            182,534      162,048       20,486         13%
  Interest and other income..............     1,625        1,341          284         21%
                                           --------   ----------      -------         ---
   Total revenue......................... $ 184,159    $ 163,389       20,770         13%
                                           ========   ==========      =======         ===

EXPENSES
  Property operating expenses:
   Repairs and maintenance............... $  17,297    $  15,925        1,372          9%
   Utilities.............................    12,636       12,879         (243)        (2%)
   Real estate taxes.....................    12,592       11,416        1,176         10%
   Insurance.............................     2,084        1,970          114          6%
   Ground rent...........................       794          494          300         61%
   Marketing and other....... ........... $   6,665        5,270        1,395         26%
                                           --------     --------      -------         ---
     Total property operating expenses...    52,068       47,954        4,114          9%

  General and administrative.............     3,294        2,869          425         15%
  Interest...............................    36,622       27,638        8,984         33%
  Depreciation and amortization              41,424       33,388        8,036         24%
                                          ---------    ---------      -------         ---
   Total expenses........................ $ 133,408    $ 111,849     $ 21,559         19%
                                          =========    =========     ========         ===

OTHER DATA:
NUMBER OF PROPERTIES
  Acquired during period.................        --            3
  Owned at end of period.................       142          141

NET RENTABLE SQUARE FEET:
  Acquired during period.................        --          423
  Owned at end of period.................    18,492       18,391
</TABLE>


<PAGE>


      The increase in revenue  from rental  operations  and  property  operating
expenses  for the six months  ended June 30, 2000 as compared to the same period
in 1999 was  partially  due to the 4 properties we acquired and the 5 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.

      Following is a summary of the  increase in revenue from rental  operations
and property  operating expenses that relates to the 9 properties we acquired or
were  under  renovation  after  April  1,  1999  and for the 133  non-renovation
properties  we owned for all of the six month  periods  ended June 30,  2000 and
1999 (in thousands, except number of properties).
<TABLE>
<CAPTION>



                                                                            Properties Owned
                                              Properties Acquired or         for all of the
                                     Total        Under Renovation          Six Months Ended
                                    Variance   after January 1, 1999   June 30, 2000 and 1999 (1)
                                    --------   ---------------------   --------------------------

REVENUE FROM RENTAL OPERATIONS:
<S>                                  <C>                 <C>                    <C>
  Rental.........................    $15,675             $7,701                 $7,974
  Tenant reimbursements..........      1,474                330                  1,144
  Parking, net of operations.....      1,630                651                    979
  Other rental operations........      1,707                850                    857
                                     -------             ------                -------
                                     $20,486             $9,532                $10,954
                                     =======            =======                =======

PROPERTY OPERATING EXPENSES:
  Repairs and maintenance........     $1,372             $  990                 $  382
  Utilities......................       (243)               777                 (1,020)
  Real estate taxes..............      1,176                599                    577
  Insurance......................        114                 99                     15
  Ground rent....................        300                  -                    300
  Marketing and other............      1,395                349                  1,046
                                     -------            -------                -------
                                      $4,114             $2,814                 $1,300
                                     =======            =======                =======

OTHER DATA:
  Number of properties...........        142                  9                    133
  Net rentable square feet.......     18,492              1,592                 16,900
</TABLE>
----------

(1)  See the Same Properties analysis below.

      Interest  and other  income  increased  by  approximately  $284,000 or 21%
during the six months  ended June 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
April 1, 1999.

      General and administrative expenses as a percentage of total revenues were
approximately  1.8% of total  revenues  for the six months  ended June 30, 2000,
which is consistent  with general and  administrative  expenses of 1.8% of total
revenues for the same period in 1999.

      Interest expense  increased  approximately  $9.0 million or 33% during the
six months  ended June 30,  2000,  as compared to the same period in 1999.  This
increase was due to higher outstanding debt balances in 2000,  primarily used to
fund capital  expenditures,  tenant  improvements and for the four properties we
acquired in 1999, as well as higher effective interest rates in 2000.

      Depreciation and  amortization  expense  increased by  approximately  $8.0
million during the six months ended June 30, 2000, primarily due to depreciation
related to  properties  acquired  in 1999 and for capital  expenditures,  tenant
improvements and leasing commissions placed in service after June 30, 1999.


<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 six month  periods  ended June 30,  2000 and 1999 (in  thousands,  except
number of properties and percentages):
<TABLE>
<CAPTION>
                                     Six Months Ended
                                          June 30,
                                   ----------------------   Dollar     Percent
                                     2000        1999       Change      Change
                                   ----------  ----------  ----------  ---------
                                        (Unaudited)
GAAP BASIS:
<S>                                <C>          <C>         <C>           <C>
Revenue from rental operations..   $169,373     $158,419    $10,954       6.9%
Property operating expenses.....     48,115       46,815      1,300       2.8%
                                   --------     --------    -------     ------
     Net........................   $121,258     $111,604      9,654       8.7%
                                   ========     ========    =======     ======

CASH BASIS (1):

Revenue from rental operations..   $166,252     $154,829    $11,423       7.4%
Property operating expenses.....     48,115       46,815      1,300       2.8%
                                   --------     --------    -------     ------
     Net........................   $118,137     $108,014     10,123       9.4%
                                   ========     ========    =======     ======

Number of stabilized properties.        133          133
Average occupancy...............      94.6%        91.0%
Net rentable square feet........     16,900       16,900
Percentage of total portfolio...      91.4%        91.9%
</TABLE>
----------

(2)   Excludes straight-line rent adjustments.

      Revenue from rental  operations for these  properties,  computed on a GAAP
basis,  increased by approximately $11.0 million, or 6.9%, during the six months
ended June 30,  2000,  compared to the same period in 1999,  primarily  due to a
3.6% increase in average occupancy and an increase in average rental rates. This
increase in occupancy not only  contributed  to higher  rental  revenue but also
resulted in higher  parking  income,  tenant  reimbursements  and  miscellaneous
tenants charges including  after-hour  utility  billings,  signage and satellite
income.

      Excluding only the  straight-line  rent adjustments for these  properties,
revenue from rental operations for the six months ended June 30, 2000,  computed
on a Cash Basis, increased by approximately $11.4 million or 7.4%.

      Property   operating   expenses   for  these   properties   increased   by
approximately  $1.0  million,  or 4.1%,  during the three  months ended June 30,
2000,  compared to the same period in 1999,  primarily  due to higher repair and
maintenance,  real estate tax,  contingent  ground rent, and marketing and other
expenses in 2000,  these  increases  were  partially  offset by lower  utilities
expense in 2000.  Increases in certain repair and maintenance expense items were
primarily due to the  approximate  3.7% increase in average  occupancy for these
properties  in 2000.  Real  estate  taxes  increased  by $387,000 in 2000 due to
normal annual increases and final assessments on certain properties. Ground rent
expense  increased  by $283,000 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,  marketing and tenant  retention  related
expenses  were also  higher  in 2000.  These  increases  in  property  operating
expenses in 2000 were partially offset by a $379,000 decrease in utility expense
as a result of savings  achieved  from  energy  enhancing  capital  improvements
completed during 1999.



<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

CASH FLOWS

      Cash  provided by operating  activities  increased by  approximately  $5.4
million to $90.8  million for the six months ended June 30, 2000, as compared to
$85.4  million  for the same  period  in  1999,  primarily  due to our  improved
operating  results from our property  portfolio from increases in both occupancy
and rental rates throughout our portfolio.

      Cash  used  in  investing  activities  decreased  by  approximately  $27.8
million,  to $123.1  million for the six months ended June 30, 2000  compared to
$150.9  million  for the same  period  in 1999.  The  decrease  was due to $69.9
million in funds used in 1999 to acquire  three  properties  which was partially
offset by an increase of  approximately  $42.1 million in 2000 in funds used for
capital improvements due to our increased  development,  renovation activity and
tenant improvements build out.

      Cash provided by financing  activities  decreased by  approximately  $38.6
million to an inflow of $27.8 million for the six months ended June 30, 2000, as
compared  to an  inflow  of $66.4  million  for the same  period  in 1999.  Cash
provided  by  financing  activities  for the six  months  ended  June  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 stockholders and minority interests.
                              .
AVAILABLE BORROWINGS, CASH BALANCE AND CAPITAL RESOURCES

      We have an unsecured line of credit with a total commitment of $10 million
from  City  National  Bank.  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 June 30,  2000,  there was $2.0
million  outstanding  on this line of credit and $8.0 million was  available for
additional borrowings.

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

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

      On May 3, 2000, we extended our  unsecured  line of credit with a group of
banks led by Wells Fargo,  or the Lenders.  The extended line of credit provides
for  borrowings up to $275 million with an option to increase the amount to $325
million and bears interest at a rate ranging  between LIBOR plus 1.15% and LIBOR
plus 1.80%  (including an annual facility fee ranging from .20% to .40% based on
the aggregate amount of the facility) depending on our unsecured debt rating. In
addition,  as long as we  maintain an  unsecured  debt  rating of  BBB-/Baa3  or
better, the agreement contains a competitive bid option, whereby the Lenders may
bid on the interest rate to be charged for up to $137.5 million of the unsecured
line of credit. Under certain circumstances,  we also have the option to convert
the interest rate on this line of credit to the prime rate plus 0.5%.  This line
of credit  matures in April 2003 with an option to extend the maturity  date for
one  year.  As  of  June  30,  2000,  there  was  approximately  $243.4  million
outstanding on this line of credit and approximately $31.6 million was available
for additional borrowings.

      In July 2000,  we closed on a $75  million  unsecured  line of credit with
Lehman  Brothers,  Inc.,  or the Lenders.  Borrowings on this new line of credit
will 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 will be used to paydown a portion of our Wells
Fargo unsecured line of credit.


<PAGE>


      Following is a summary of scheduled  principal payments for our total debt
outstanding as of June 30, 2000 (in thousands):
<TABLE>
<CAPTION>

  Year                                                 Amount
  ----                                                 ------
<S>                                                  <C>
  2000............................................   $ 35,287
  2001............................................      4,861
  2002............................................      3,093
  2003............................................    262,664
  2004............................................    182,302
  2005............................................    207,918
  2006............................................     15,303
  2007............................................      8,895
  2008............................................    230,388
  2009............................................    112,063
  Thereafter......................................     57,556
                                                   ----------

    Total......................................... $1,120,330
                                                   ==========
</TABLE>


      Following is certain other  information  related to our indebtedness as of
June 30, 2000 (in thousands, except percentage data):
<TABLE>
<CAPTION>

      Unsecured and Secured Debt Analysis:
      -----------------------------------
                                                          Weighted
                                                          Average
                                                          Interest
                                   Balance     Percent    Rate (1)
                                 ----------- ----------- ----------

  <S>                             <C>            <C>       <C>
      Unsecured Debt........... $  494,464        44%       8.72%
      Secured Debt.............    625,866        56%       7.51%
                                ----------   --------    --------
      Total Debt..............  $1,120,330       100%       8.04%
                                ==========   ========    ========
</TABLE>


      Floating and Fixed Rate Debt Analysis:
      -------------------------------------
<TABLE>
<CAPTION>
                                                          Weighted
                                                          Average
                                                          Interest
                                   Balance     Percent    Rate (1)
                                 ----------- ----------- ----------

  <S>                             <C>            <C>       <C>
      Floating Rate Debt....... $  279,273        25%       8.45%
      Fixed Rate Debt..........    841,057        75%       7.91%
                                ----------   --------    --------
      Total Debt............... $1,120,330       100%       8.04%
                                ==========   ========    ========
</TABLE>


      (1) Includes amortization of prepaid financing costs.

      Total  interest  incurred  and the amount  capitalized  was as follows (in
thousands):
<TABLE>
<CAPTION>
                                   For the Three Months      For the Six Months
                                      Ended June 30,            Ended June 30,
                                   --------------------      -------------------
                                     2000         1999         2000        1999
                                    ------      ------        ------     ------
<S>                                <C>          <C>          <C>         <C>
      Total interest incurred.     $22,491      $16,859      $43,184     $32,346
      Amount capitalized......      (3,721)      (2,404)      (6,562)     (4,708)
                                   -------      -------      -------     -------
      Amount expensed.........     $18,770      $14,455      $36,622     $27,638
                                   =======      =======      =======     =======
</TABLE>

      As of June 30, 2000,  we had $22.1  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 $5.7 million in cash impound accounts for real estate
taxes and insurance as required by several of our mortgage loans payable.

      As of June 30, 2000,  we had $39.6  million  available  under our lines of
credit.  Also, see discussion above regarding our new $75 million line of credit
closed in July 2000.




<PAGE>


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

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



<PAGE>


FUNDS FROM OPERATIONS

      The following  table reflects the calculation of our funds from operations
for the three month periods ended June 30, 2000 and 1999 (in thousands):
<TABLE>
<CAPTION>
                                   For the Three Months      For the Six Months
                                      Ended June 30,            Ended June 30,
                                   --------------------      -------------------
                                     2000         1999         2000        1999
                                    ------      ------        ------     ------
      FUNDS FROM OPERATIONS(1):                     (unaudited)

<S>                                 <C>           <C>       <C>          <C>
        Net income...............   $25,198       $25,699   $50,686      $51,452
        Depreciation and
         amortization
         of real estate assets...    21,277        17,173    41,424       33,388
        Income allocated to
         Preferred Operating         (1,078)           --    (2,156)          --
          Partnership Units......   -------       -------   -------      -------
           Funds From Operations.   $45,397       $42,872   $89,954      $84,840
                                    =======       =======   =======      =======
</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.

PORTFOLIO AND LEASE INFORMATION

      The  following  tables  set  forth  certain   information   regarding  our
Properties as of June 30, 2000.

                                PORTFOLIO SUMMARY
<TABLE>
<CAPTION>
                                                                                                 Net Operating Income
                                                                                             (in thousands and unaudited)
                                                                                            ------------------------------
                                                               Approximate Net               For the Three     For the Six
                                                             Rentable Square Feet            Months Ended     Months Ended
Location                      Number of Properties               (in thousands)              June 30, 2000    June 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...............      28        1       29     20%     4,684     37     4,721     26%    $21,633     33%   $45,163    34%
 North..............      32        -       32     23%     2,876      -     2,876     16%     11,100     17%    21,061    16%
 South..............      16        -       16     12%     2,202      -     2,202     12%      7,667     11%    13,824    11%
 Central............       3        -        3      2%       609      -       609      3%      2,111      3%     3,847     3%
                        ----      ----    -----   ----    ------    ----   ------    ----    -------    ----   -------   ----
  Subtotal..........      79        1       80     57%    10,371     37    10,408     57%     42,511     64%    83,895    64%

Orange County.......      21        -       21     15%     3,317      -     3,317     18%     10,816     17%    21,580    17%
San Diego County....      21        -       21     15%     2,487      -     2,487     13%      8,332     12%    16,158    12%
Ventura County......       4        -        4      3%       562      -       562      3%      1,693      3%     3,341     3%
Riverside/San
 Bernardino
Counties............       8        4       12      8%       554     415      969      6%      1,755      3%     3,645     3%
Kern County.........       2        -        2      1%       216       -      216      1%        704      1%     1,477     1%
                        ----      ----    -----   ----    ------    ----   ------    ----    -------    ----  --------   ----

  Subtotal..........     135        5      140     99%    17,507     452   17,959     98%     65,811    100%   130,096   100%
Renovation
Properties..........       2        -        2      1%       533       -      533      2%        324      0%       370     0%
                        ----      ----    -----   ----    ------    ----   ------    ----    -------    ----  --------   ----

  Total.............     137        5      142(1) 100%    18,040     452   18,492(1) 100%    $66,135    100%  $130,466   100%
                        ====      ====    =====   ====    ======    ====   ======    ====    =======    ====  ========   ====
</TABLE>
----------

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


<PAGE>

<TABLE>
<CAPTION>

                     PORTFOLIO OCCUPANCY AND LEASING SUMMARY

                            Percent Occupied            Percent Leased                Annualized Base Rent
Location                       at 6/30/00                 at 6/30/00               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                  95.0%    100.0%    95.1%      95.8%   100.0%   95.8%  $22.75   $24.60   $22.77   $22.75

 North                 92.8%       -      92.8%      94.5%      -     94.5%   19.97      -      19.97    21.45

 South                 95.0%       -      95.0%      95.7%      -     95.7%   17.77      -      17.77    19.20

 Central               90.1%       -      90.1%      95.3%      -     95.3%   19.79      -      19.79    19.79

Orange County          95.4%       -      95.4%      97.0%      -     97.0%   16.55      -      16.55    19.42

San Diego County       98.0%       -      98.0%      98.1%      -     98.1%   15.97      -      15.97    18.88

Ventura County         98.2%       -      98.2%      99.3%      -     99.3%   16.96      -      16.96    16.96

Riverside/San
 Bernardino Counties   81.4%     95.7%    87.5%      82.7%    96.5%   88.6%   14.70     8.64    11.87    17.46

Kern County            88.7%       -      88.7%      89.9%      -     89.9%   18.81      -      18.81      -
                       -----     -----    -----      -----    -----   -----   -----    -----    -----    -----



  SUBTOTAL/
WEIGHTED AVERAGE       94.6%     96.1%    94.6%      95.7%    96.8%   95.7%   18.94     9.98    18.71    20.71

Renovation
Properties             41.8%       -      41.8%      68.7%      -     68.7%   34.01      -      34.01    34.01
                       -----     -----    -----      -----    -----   -----   -----    -----    -----    -----

  TOTAL/ WEIGHTED
    AVERAGE            93.0%     96.1%    93.1%      94.9%    96.8%   95.0%  $19.26   $ 9.98   $19.03   $21.08
                       =====     =====    =====      =====    =====   =====   =====    =====    =====    =====
</TABLE>

<PAGE>


----------

(1)Based on monthly  contractual  base rent under existing leases as of June 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.


                                LEASE EXPIRATIONS

                               As of June 30, 2000
<TABLE>
<CAPTION>
                                                          Percentage      Annualized
                                         Square Footage      of           Base Rent
                              Number          of          Aggregate           of          Estimated Market
Year of Lease Expiration        of         Expiring       Portfolio        Expiring            Rent of
                              Leases       Leases          Leased           Leases         Expiring Leases
                             Expiring  (in thousands)    Square Feet   (per square foot) (per square foot)(1)
---------------------        --------  --------------    -----------   ----------------- --------------------
<S>                             <C>         <C>               <C>           <C>                <C>
Month-to-Month                  185         339               2%            $ 20.75            $ 23.81
2000 (2).............           310       1,109               6%            $ 17.56            $ 21.26
2001.................           654       2,283              13%            $ 19.06            $ 23.77
2002.................           631       2,821              16%            $ 18.48            $ 25.23
2003.................           517       3,005              17%            $ 20.04            $ 26.31
2004.................           404       2,720              15%            $ 20.46            $ 26.68
</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 July 1, 2000 through December 31, 2000.


                                LEASING ACTIVITY

                For the Three and Six Months Ended June 30, 2000
<TABLE>
<CAPTION>
                      Net                        Weighted Average   Tenant Improvements
                  Absorption        Retention       Lease Term        and Commissions
                 (square feet)       Rate (1)      (in months)     (per square foot)(2)
                 -------------      ---------     --------------   --------------------
                                                                     New       Renewal
                                                                   -------     -------


Three Months
<S>                 <C>                <C>              <C>        <C>         <C>
  Ended 6/30/00      119,558            75%              54.3       $15.62      $10.59
                  ===========      =========        ==========      ======      ======


Six Months
  Ended 6/30/00      410,141            73%              58.2       $15.73      $10.43
                 ===========      =========        ==========       ======      ======
</TABLE>

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

(2)   Excludes properties under renovation and development.


                         DEVELOPMENT/RENOVATION SUMMARY

                               As of June 30, 2000
<TABLE>
<CAPTION>                                                                                                    Estimated
                                    Costs                         Percent     Estimated                        Year 1
                                   Incurred       Estimated        Leased    Construction     Estimated      Stabilized   Estimated
                                     Date        Total Cost (1)      at       Completion    Stabilization        NOI        Annual
 Property          Square Feet  (in thousands) (in  thousands)    7/31/00        Date            Date      (in thousands)   Yield
 --------          -----------  -------------- ---------------  -----------   ----------    -------------  -------------- ---------
 Development:
 Howard Hughes
 Center
   6060 Center
<S>                    <C>         <C>             <C>              <C>                      <C>     <C>       <C>           <C>
 Drive                 240,724     $47,829         $56,000          100%       Complete      3rd Qtr 2000      $6,250        11.2%
   Univision
 Building              158,473      10,058          51,700          100%      3rd Qtr 2001   3rd Qtr 2001      $5,199        10.1%
   6080 Center
 Drive                 283,204      21,831          75,330            0%      2nd Qtr 2001   4th Qtr 2002      $8,288        11.0%
   Unallocated
 Acquisition
 and Master Plan
     Costs (1),(2)          --      21,391          34,600
                       -------     -------         -------
 Total Development
  Properties           682,401     101,109         217,630

 Renovation:
 Westwood Center       313,000      86,634          91,122           98%       Complete      4th Qtr 2000      $9,568        10.5%

 Tourney Pointe        219,991      32,373          33,500           46%       Complete      4th Qtr 2000      $2,943         8.8%
                       -------     -------         -------

   Total
 Properties under      532,991     119,007         124,622
                       -------     -------         -------
   Renovation

 Total Properties
 under Development
  and Renovation     1,215,392    $220,116       $ 342,252
</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.


<PAGE>


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

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

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


Item 3. Quantitative and Qualitative Disclosure about Market Risk

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

Interest Rate Risk

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

      Certain of our future  earnings,  cash flows and fair  values  relating to
financial  instruments are dependent upon  prevailing  market rates of interest,
such as LIBOR.  Based on  interest  rates and  outstanding  balances at June 30,
2000, a one percentage point increase in interest rates on our $279.3 million of
floating  rate debt would  decrease  annual  future  earnings  and cash flows by
approximately  $2.8  million and would not have an impact on the  floating  rate
debt fair value. A one percentage point decrease in interest rates on our $279.3
million of floating rate debt would  increase  annual  future  earnings and cash
flows by approximately $2.8 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.



<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

      On May 22, 2000 Arden Realty held its annual  meeting of  shareholders  in
Santa  Monica,  California.  The matters voted on at the meeting and the results
were as follows:

      1.    To elect three  Directors to serve as such until the annual  meeting
            of shareholders in the year 2003 and until their successors are duly
            elected and qualified.

<TABLE>
<CAPTION>
                                                Number of Shares       Number of Shares
                                                   Voted For               Withheld
                                               ----------------       ----------------
            <S>                                     <C>                     <C>
            Director #1 - Carl D. Covitz            52,561,863              944,765
            Director #2 - Larry D. Flax             52,563,738              942,890
            Director #3 - Kenneth B. Roath          52,565,863              940,765
</TABLE>


      2.    To amend the 1996 Stock Option and Amendment of Arden  Realty,  Inc.
            and Arden  Realty  Limited  Partnership  to  increase  the number of
            shares reserved for issuance from 4,200,000 to 6,500,000. A total of
            43,358,341 shares voted for, with 9,940,308 shares voted against and
            207,979 shares abstained.

      3.    To request the Board of Directors to redeem the shareholder purchase
            rights  issued in August  1998. A total of  35,768,114  shares voted
            for,  with  9,557,594   shares  voted  against  and  302,062  shares
            abstained.

 Item 5.    Other Information - None

 Item 6.    Exhibits and Reports on Form 8-K


(a)     Exhibits

Exhibit
Number  Description

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

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

27.1  Financial Data Schedule.

Reports on Form 8-K

      None


<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: August 10, 2000                     By: /s/  Daniel S. Bothe
                                              ----------------------------------
                                          Daniel S. Bothe
                                          Senior Vice President
                                          Co-Chief Financial Officer




Date: August 10, 2000                     By: /s/  Richard S. Davis
                                              ----------------------------------
                                          Richard S. Davis
                                          Senior Vice President,
                                          Co-Chief Financial Officer and
                                          Treasurer