<PAGE>

                                  [ARDEN LOGO]


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


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                      For the quarter ended March 31, 2002

                        Commission file number 000-30571

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

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

                            11601 WILSHIRE BOULEVARD,
                                    4TH FLOOR
                       LOS ANGELES, CALIFORNIA 90025-1740
              (Address and zip code of principal executive offices)

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

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes   X     No
    -----      -----

As of May 10, 2002 there were 66,243,677 shares of the registrant's common
partnership units issued and outstanding.


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

<PAGE>

                        ARDEN REALTY LIMITED PARTNERSHIP
                                    FORM 10-Q
                                TABLE OF CONTENTS

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

           Item 1.  Financial Statements

                    Consolidated Balance Sheets as of March 31, 2002 (unaudited) and
                      December 31, 2001...................................................3

                    Consolidated Statements of Income for the three months ended
                      March 31, 2002 and 2001 (unaudited).................................4

                    Consolidated Statements of Cash Flows for the three months ended
                      March 31, 2002 and 2001 (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...........20

PART II.   OTHER INFORMATION.............................................................21

           SIGNATURES....................................................................22
</TABLE>

<PAGE>



PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        ARDEN REALTY LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                              MARCH 31,        DECEMBER 31,
                                                                                 2002              2001
                                                                             -----------       ------------
                                                                             (unaudited)
<S>                                                                          <C>               <C>
ASSETS
Investment in real estate:
  Land ...................................................................   $   469,165       $   447,753
  Buildings and improvements .............................................     2,048,305         1,975,427
  Tenant improvements and leasing commissions ............................       275,531           251,201
                                                                             -----------       -----------
                                                                               2,793,001         2,674,381
  Less: accumulated depreciation and amortization ........................      (327,524)         (293,385)
                                                                             -----------       -----------
                                                                               2,465,477         2,380,996
  Properties under development ...........................................       142,648           133,012
  Properties held for disposition, net ...................................        15,812           108,972
                                                                             -----------       -----------
    Net investment in real estate ........................................     2,623,937         2,622,980

Cash and cash equivalents ................................................         7,012            37,041
Restricted cash ..........................................................        21,596            18,768
Rent and other receivables ...............................................         7,288             9,685
Due from general partner .................................................         2,537             2,258
Mortgage notes receivable, net of discount ...............................        13,321            13,495
Deferred rent ............................................................        40,546            38,989
Prepaid financing costs, expenses and other assets, net of amortization ..        19,259            20,485
                                                                             -----------       -----------
    Total assets .........................................................   $ 2,735,496       $ 2,763,701
                                                                             ===========       ===========

LIABILITIES
Mortgage loans payable ...................................................   $   572,731       $   573,452
Unsecured lines of credit ................................................       163,350           180,350
Unsecured senior notes, net of discount ..................................       497,776           497,681
Accounts payable and accrued expenses ....................................        40,958            43,002
Security deposits ........................................................        19,763            19,683
                                                                             -----------       -----------
    Total liabilities ....................................................     1,294,578         1,314,168

Minority interests .......................................................         2,848             2,866

PARTNERS' CAPITAL
Preferred partner, 2,000,000 Series B Cumulative Redeemable
  Preferred Units outstanding at March 31, 2002 and December 31, 2001 ....        50,000            50,000
General and limited partners, 66,154,110 and 65,936,810 common units
  outstanding at March 31, 2002 and December 31, 2001 ....................     1,401,142         1,405,800
Deferred compensation ....................................................       (13,072)           (9,133)
                                                                             -----------       -----------
    Total partners' capital ..............................................     1,438,070         1,446,667
                                                                             -----------       -----------
    Total liabilities and partners' capital ..............................   $ 2,735,496       $ 2,763,701
                                                                             ===========       ===========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED
                                                                 MARCH, 31,
                                                         -------------------------
                                                           2002            2001
                                                         ---------       ---------
<S>                                                      <C>             <C>
        Revenue .....................................    $ 102,264       $ 103,121
        Property operating expenses .................       30,226          29,842
                                                         ---------       ---------
                                                            72,038          73,279
        General and administrative expenses .........        2,634           2,568
        Interest expense ............................       21,397          21,158
        Depreciation and amortization ...............       26,383          24,146
        Interest and other income ...................         (540)           (861)
                                                         ---------       ---------
        Income before gain and minority interest ....       22,164          26,268
        Gain on sale of property ....................        1,192              --
                                                         ---------       ---------
        Income before minority interest .............       23,356          26,268
        Minority interest ...........................          (29)            (50)
                                                         ---------       ---------
        Net income ..................................    $  23,327       $  26,218
                                                         =========       =========

        Net income allocated to:

            Preferred units .........................    $   1,078       $   1,078
                                                         =========       =========
            Common units ............................    $  22,249       $  25,140
                                                         =========       =========

        Net income per common unit:

            Basic ...................................    $    0.34       $    0.38
                                                         =========       =========
            Diluted .................................    $    0.33       $    0.38
                                                         =========       =========

        Weighted average common shares outstanding:

            Basic ...................................       66,006          65,821
                                                         =========       =========
            Diluted .................................       66,488          66,066
                                                         =========       =========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                        ARDEN REALTY LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                THREE MONTHS ENDED
                                                                                     MARCH 31,
                                                                              -----------------------
                                                                                2002          2001
                                                                              --------       --------
<S>                                                                           <C>            <C>
OPERATING ACTIVITIES:

  Net income ..............................................................   $ 23,327       $ 26,218

  Adjustments to reconcile net income to net cash
    provided by operating activities:

    Minority interests ....................................................         29             50
    Depreciation and amortization .........................................     26,383         24,146
    Gain on sale of property ..............................................     (1,192)            --
    Amortization of loan costs ............................................        937            866
    Non-cash compensation expense .........................................        245            425

    Changes in operating assets and liabilities:

       Rent and other receivables .........................................      2,562         (3,244)
       Due from general partner ...........................................       (279)          (259)
       Deferred rent ......................................................     (1,596)        (1,792)
       Prepaid financing costs, expenses and other assets .................        (13)        (1,180)
       Accounts payable and accrued expenses ..............................     (2,094)         1,835
       Security deposits ..................................................         16            561
                                                                              --------       --------
  Net cash provided by operating activities ...............................     48,325         47,626
                                                                              --------       --------
INVESTING ACTIVITIES:

  Improvements to investment in real estate ...............................    (31,659)       (49,638)
  Proceeds from sale of property ..........................................      6,122             --
                                                                              --------       --------
  Net cash used in investing activities ...................................    (25,537)       (49,638)
                                                                              --------       --------
FINANCING ACTIVITIES:

  Repayments of mortgage loans ............................................       (721)          (687)
  Proceeds from unsecured lines of credit .................................     10,000         57,000
  Repayments of unsecured lines of credit .................................    (27,000)       (22,000)
  Increase in restricted cash .............................................     (2,828)          (932)
  Proceeds from issuance of common partnership units ......................      1,166             --
  Distributions to common partnership unit holders ........................    (32,309)       (30,607)
  Distributions to preferred operating partnership unit holders ...........     (1,078)        (1,078)
  Distributions to minority interests .....................................        (47)           (39)
                                                                              --------       --------
  Net cash (used in) provided by financing activities .....................    (52,817)         1,657
                                                                              --------       --------
  Net decrease in cash and cash equivalents ...............................    (30,029)          (355)
  Cash and cash equivalents at beginning of period ........................     37,041          5,432
                                                                              --------       --------
  Cash and cash equivalents at end of period ..............................   $  7,012       $  5,077
                                                                              ========       ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

    Cash paid during the period for interest, net of amounts capitalized ..   $ 22,353       $ 24,744
                                                                              ========       ========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       5
<PAGE>

                        ARDEN REALTY LIMITED PARTNERSHIP
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                   (UNAUDITED)

    1. DESCRIPTION OF BUSINESS

        The terms "us," "we" and "our" as used in these financial statements
refer to Arden Realty Limited Partnership. The term "Arden Realty" refers to
Arden Realty, Inc.

    We own, manage, lease, develop, renovate and acquire commercial properties
located in Southern California. Arden Realty, a real estate investment trust, or
REIT, is our sole general partner and, as of March 31, 2002, owned 97.3%, of our
common partnership units, or common OP Units. Arden Realty conducts
substantially all of its operations through us and our subsidiaries.

    Arden Realty conducts substantially all of its operations through us. As of
March 31, 2002 our portfolio consisted of 132 primarily suburban office
properties, consisting of 216 buildings with approximately 18.2 million net
rentable square feet and two properties with approximately 566,000 square feet
under development. As of March 31, 2002, our properties were 91% occupied.

    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.
Certain 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. Each limited partner holding common OP Units is entitled to cause us to
redeem the limited partner's 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 certain 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. 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.

We are a Maryland limited partnership. Arden Realty is a Maryland corporation.
Arden Realty's common stock is listed on the New York Stock Exchange under the
symbol "ARI."

    2. INTERIM FINANCIAL DATA

        The accompanying consolidated condensed financial statements should be
read in conjunction with our 2001 Annual Report on Form 10-K as filed with the
Securities and Exchange Commission. 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.

    3. NEW ACCOUNTING STANDARDS

        In October 2001, the Financial Accounting Standards Board issued
Statement No. 144 "Accounting for the Impairment or Disposal of Long-Lived
Assets", which is required to be adopted in fiscal years beginning after
December 15, 2001. Statement No. 144 on asset impairment supercedes Statement
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of", and provide a single accounting model for long-lived
assets to disposed of. We adopted Statement No. 144 on January 1, 2002 and its
adoption did not have a significant impact on our consolidated financial
statements.


                                       6
<PAGE>

    4. PROPERTY DISPOSITIONS

        On March 7, 2002, we sold an approximate 64,000 square foot office
property located in Torrance, California for approximately $6.9 million. As part
of this sale we recorded a gain of approximately $1.2 million.

        As of March 31, 2002, properties held for disposition consisted of two
office properties representing approximately 139,000 rentable square feet. See
footnote 9 for additional discussion on property sales.

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

        A summary of our outstanding indebtedness as of March 31, 2002 and
December 31, 2001 is as follows:

<TABLE>
<CAPTION>
                                                                  STATED ANNUAL
                                      MARCH 31,                  INTEREST RATE AT                           NUMBER OF
                                        2002       DECEMBER 31,   MARCH 31, 2002           RATE            PROPERTIES
TYPE OF DEBT                         (UNAUDITED)       2001        (UNAUDITED)        FIXED/FLOATING      SECURING LOAN  MATURITY
------------                         -----------   -----------   ----------------     --------------      -------------  --------
                                          (IN THOUSANDS)
<S>                                  <C>           <C>           <C>                  <C>                 <C>            <C>
MORTGAGE LOANS PAYABLE:
Fixed Rate
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) .........       109,716        110,253         6.94%              Fixed                   12       4/09
Mortgage Financing VI(3) ........        21,992         22,036         7.54%              Fixed                    3       4/09
Activity Business Center(3) .....         7,699          7,737         8.85%              Fixed                    1       5/06
145 South Fairfax(3) ............         3,978          3,987         8.93%              Fixed                    1       1/27
Marin Corporate Center(3) .......         2,928          2,966         9.00%              Fixed                    1       7/15
Conejo Business Center(3) .......         2,874          2,911         8.75%              Fixed              (Note 4)      7/15
Conejo Business Center(3) .......         1,244          1,262         7.88%              Fixed              (Note 4)      7/15
                                     ----------     ----------
                                        572,731        573,452

UNSECURED LINES OF CREDIT:
Floating Rate
Wells Fargo-$275 mm(1) ..........        88,350        105,350         3.09%      LIBOR + 1.15% (Note 5)          --       4/03
Lehman Brothers-$75 mm(1),(6) ...        75,000         75,000         3.18%      LIBOR + 1.30%                   --       7/02
City National Bank-$10 mm(1) ....            --             --         5.88%      Prime Rate - 0.875%             --       8/02
                                     ----------     ----------
                                        163,350        180,350

UNSECURED SENIOR NOTES:
Fixed Rate
2005 Notes(7) ...................       199,693        199,667         8.88%              Fixed                   --       3/05
2010 Notes(7) ...................        49,673         49,663         9.15%              Fixed                   --       3/10
2010 Notes(7) ...................        99,282         99,262         8.50%              Fixed                   --       11/10
2007 Notes(7) ...................       149,128        149,089         7.00%              Fixed                   --       11/07
                                     ----------     ----------
                                        497,776        497,681
                                     ----------     ----------
  Total Debt ....................    $1,233,857     $1,251,483
                                     ==========     ==========
</TABLE>

----------

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

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

(3)  Requires monthly payments of principal and interest.

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

(5)  This line of credit also has an annual 25 basis point facility fee on the
     entire $275 million commitment amount.

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

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


                                       7
<PAGE>

6. PARTNERS' CAPITAL

        On January 1, 2002, we extended the vesting period of a total of 477,600
unvested restricted stock awards granted to several key executive officers in
2000 and 2001, from their initial four-year and five-year vesting periods to a
ten-year vesting period from their initial grant date.

        On February 28, 2002 we issued a total of 182,500 restricted stock
awards to several key executive officers. Holders of these shares have full
voting rights and will receive any dividends paid but are prohibited from
selling or transferring unvested shares. Of the 182,500 restricted shares
awarded, 15,500 shares vest equally over three years and 167,000 shares vest
equally over ten years. We recorded a deferred compensation charge of
approximately $4.7 million, based on the market value of these shares on the
date of award and will amortize the compensation charge to expense on a
straight-line basis over the respective vesting periods.

        On January 23, 2002, we made a distribution of $0.49 per common unit. In
addition, on March 31, 2002, we made a distribution of approximately $1.1
million to our preferred unit holders.

7. REVENUE FROM RENTAL OPERATIONS AND PROPERTY EXPENSES

        Revenue from rental operations and property expenses are summarized as
follows (in thousands):

<TABLE>
<CAPTION>
                                                        THREE MONTHS
                                                       ENDED MARCH 31,
                                                   ------------------------
                                                     2002            2001
                                                   --------        --------
                                                         (unaudited)
<S>                                                <C>             <C>
     Revenue from Rental Operations:
       Scheduled cash rents......................  $ 87,336        $ 85,106
       Straight-line rents.......................     1,650           2,361
       Tenant reimbursements.....................     6,950           5,550
       Parking, net of expenses .................     5,150           5,305
       Other rental operations...................     1,178           4,799
                                                   --------        --------
                                                    102,264         103,121
                                                   --------        --------

     Property Expenses:
       Repairs and maintenance...................     9,445           9,008
       Utilities.................................     7,848           7,392
       Real estate taxes.........................     7,378           7,414
       Insurance.................................     1,660           1,216
       Ground rent...............................        68           1,151
       Administrative............................     3,827           3,661
                                                   --------        --------
                                                     30,226          29,842
                                                   --------        --------
                                                   $ 72,038        $ 73,279
                                                   ========        ========
</TABLE>

8. RELATED PARTY TRANSACTIONS

        In February 2002, two officers with promissory notes to us totaling
approximately $125,000, repaid their notes in full, including accrued interest.

        In March 2002, Mr. Andrew Sobel, our Executive Vice President -
Strategic Planning and Operations, replaced a note due to us in the amount of
$194,936 bearing interest at 6.56% per annum that matured in February of 2002
with a new note for the same principal amount bearing interest at LIBOR + 1.10%
per annum and maturing in March 2007.

9. SUBSEQUENT EVENTS

        On April 16, 2002, we completed the sale of an approximate 60,000 square
foot office property located in Westlake, California for approximately $8.3
million. On May 1, 2002, we also completed the sale of an approximate 80,000
square foot office property located in Canoga Park, California for approximately
$8.4 million.


                                       8
<PAGE>

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

OVERVIEW

        The following discussion relates to our consolidated financial
statements and should be read in conjunction with the financial statements and
related notes thereto included in our 2001 Annual Report on Form 10-K.

        We are a full-service real estate organization that owns, manages,
leases, develops, renovates and acquires commercial properties located in
Southern California. We are managed by 10 senior executive officers who have
experience in the real estate industry ranging from 10 to 33 years and who
collectively have an average of 19 years experience. We perform all property and
development management, accounting, finance and acquisition activities and a
majority of our leasing transactions with our staff of approximately 300
employees.

        As of March 31, 2002, Arden Realty was Southern California's largest
publicly traded office landlord as measured by total net rentable square feet
owned. As of that date, our portfolio was comprised of 132 primarily suburban
office properties, consisting of 216 buildings with approximately 18.2 million
net rentable square feet and two properties with approximately 566,000 net
rentable square feet under development. As of March 31, 2002, our properties
were approximately 91% occupied.

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



                                       9
<PAGE>

RESULTS OF OPERATIONS

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

        Comparison of the three months ended March 31, 2002 to the three months
ended March 31, 2001 (in thousands, except number of properties and
percentages):

<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED
                                                  MARCH 31,
                                            -----------------------           DOLLAR        PERCENT
                                              2002           2001             CHANGE        CHANGE
                                            --------       --------           -------       -------
                                                 (unaudited)
<S>                                         <C>            <C>                <C>             <C>
REVENUE
  Revenue from rental operations:
   Schedule cash rents.................     $ 87,336       $ 85,106           $ 2,230           3%
   Straight-line rents.................        1,650          2,361              (711)        (30)
   Tenant reimbursements...............        6,950          5,550             1,400          25
   Parking, net of expense.............        5,150          5,305              (155)         (3)
   Other rental operations.............        1,178          4,799            (3,621)        (75)
                                            --------       --------           -------         ---
     Total.............................      102,264        103,121              (857)         (1)
  Interest and other income............          540            861              (321)        (37)
                                            --------       --------           -------         ---
     Total revenue.....................     $102,804       $103,982           $(1,178)         (1)%
                                            --------       --------           -------         ---

EXPENSES
  Property expenses:
   Repairs and maintenance.............     $  9,445       $  9,008               437           5%
   Utilities...........................        7,848          7,392               456           6
   Real estate taxes...................        7,378          7,414               (36)         (1)
   Insurance...........................        1,660          1,216               444          37
   Ground rent.........................           68          1,151            (1,083)        (94)
   Administrative......................        3,827          3,661               166           5
                                            --------       --------           -------         ---
     Total property expenses...........       30,226         29,842               384           1%

  General and administrative...........        2,634          2,568                66           3%
  Interest.............................       21,397         21,158               239           1
  Depreciation and amortization........       26,383         24,146             2,237           9
                                            --------       --------           -------         ---
     Total expenses....................     $ 80,640       $ 77,714           $ 2,926           4%
                                            ========       ========           =======         ===

OTHER DATA:
  Number of properties:
        Disposed of during period......           (1)            --
        Owned at end of period.........          132            142
  Net rentable square feet:
        Disposed of during period......          (64)            --
        Owned at end of period.........       18,183         18,658
</TABLE>

        Variances from rental operations and property expenses are discussed
below.

        Interest and other income decreased by approximately $321,000 for the
three months ended March 31, 2002 as compared to the same period in 2001,
primarily due to lower effective interest rates in 2002 on investment of our
restricted cash balances required by mortgage loans.

        General and administrative expenses as a percentage of total revenues
were approximately 2.6% for the three months ended March 31, 2002, as compared
to approximately 2.5% for the same period in 2001.

        Interest expense increased approximately $239,000, or 1%, during the
three months ended March 31, 2002, as compared to the same period in 2001. This
increase was primarily due to lower interest capitalized during 2002 resulting
from less properties under development in 2002, which was partially offset by
lower effective interest rates in 2002.

        Depreciation and amortization expense increased by approximately $2.2
million or 9% during the three months ended March 31, 2002, as compared to the
same period in 2001, primarily due to depreciation related to a property placed
in service


                                       10
<PAGE>

in the fourth quarter of 2001 and depreciation related to capital expenditures,
tenant improvements and leasing commissions placed in service subsequent to
March 31, 2001.

VARIANCES FOR REVENUE FROM RENTAL OPERATIONS AND PROPERTY EXPENSES

        The decrease in revenue from rental operations and property expenses for
the three months ended March 31, 2002 as compared to the same period in 2001 was
primarily due to a 2.9% reduction in the average occupancy and the timing of
lease termination settlements and other non-recurring items in 2002 in our
portfolio of 131 properties that we owned for all of the three month periods
ended March 31, 2001 and 2002.

        Following is a summary of the decrease in revenue from rental operations
and property operating expenses that relates to the twelve properties that were
either sold or placed in service after March 31, 2001 and for the 131
non-development properties we owned for all of the three month periods ended
March 31, 2001 and 2002 (unaudited and in thousands, except for number of
properties).

<TABLE>
<CAPTION>
                                                                                 NON-DEVELOPMENT
                                                       PROPERTIES SOLD OR          PROPERTIES
                                                        PLACED IN SERVICE     OWNED FOR ALL OF THE
                                           TOTAL         AFTER MARCH 31,        THREE MONTHS ENDED
                                          VARIANCE            2001           MARCH 31, 2002 AND 2001(1)
                                          --------     ------------------    --------------------------
<S>                                       <C>          <C>                   <C>
REVENUE FROM RENTAL OPERATIONS:
  Scheduled cash rents..............      $ 2,230            $ 1,387                  $   843
  Straight-line rents...............         (711)               485                   (1,196)
  Tenant reimbursements.............        1,400                (60)                   1,460
  Parking, net of operations........         (155)               113                     (268)
  Other rental operations...........       (3,621)              (735)                  (2,886)
                                          -------            -------                  -------
                                          $  (857)           $ 1,190                  $(2,047)
                                          =======            =======                  =======

PROPERTY EXPENSES:
  Repairs and maintenance...........      $   437            $   215                  $   222
  Utilities.........................          456                 29                      427
  Real estate taxes.................          (36)                88                     (124)
  Insurance.........................          444                 (2)                     446
  Ground rent.......................       (1,083)                --                   (1,083)
  Administrative....................          166                (73)                     239
                                          -------            -------                  -------
                                          $   384            $   257                  $   127
                                          =======            =======                  =======

OTHER DATA:
  Number of properties..............                              12                      131
  Net rentable square feet..........                             799                   18,021
</TABLE>

----------

(1)  See analysis for these properties below.


                                       11
<PAGE>

SAME PROPERTIES

        Following is a comparison of property operating data computed under the
GAAP basis and cash basis of accounting for the 131 non-development properties
we owned for the entire three month periods ended March 31, 2002 and 2001 (in
thousands, except number of properties and percentages):

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED
                                                      MARCH 31,
                                               -----------------------       DOLLAR        PERCENT
                                                 2002           2001         CHANGE        CHANGE
                                               --------       --------       -------      --------
                                                      (unaudited)
<S>                                            <C>            <C>            <C>          <C>
GAAP BASIS:
Revenue from rental operations............     $ 98,640       $100,687       $(2,047)        (2.0%)
Property expenses.........................       29,352         29,225           127          0.4%
                                               --------       --------       -------      --------
                                               $ 69,288       $ 71,462       $(2,174)        (3.0%)
                                               ========       ========       =======      ========

CASH BASIS(1):

Revenue from rental operations............     $ 97,492       $ 98,343       $  (851)        (0.9%)
Property expenses.........................       29,352         29,225           127          0.4%
                                               --------       --------       -------      --------
                                               $ 68,140       $ 69,118       $  (978)        (1.4%)
                                               ========       ========       =======      ========

Number of non-renovation/development
  properties..............................          131            131
Average occupancy.........................        91.5%          94.4%
Net rentable square feet..................       18,021         18,021
</TABLE>

----------

(1)  Excludes straight-line rent adjustments.

        Revenue from rental operations for these properties, computed on a GAAP
basis, decreased by approximately $2.0 million, or 2.0%, during the first
quarter of 2002 as compared to the same period in 2001. Approximately $353,000
of this decrease was related to lower rental revenue in 2002 primarily
attributable to a decrease in average occupancy in 2002 that was partially
offset by scheduled rent increases in 2002. Revenue from rental operations was
also lower due to an approximate $268,000 decrease in parking income and an
approximate $2.9 million decrease in revenue from other rental operations which
were partially offset by an approximate $1.5 million increase in tenant
reimbursements. Parking income decreased primarily due to decreases in
occupancy, while revenue from other rental operations decreased primarily due to
lower lease termination settlements and other non-recurring items in 2002.
Tenant reimbursements increased in 2002 primarily due to recovery billings for
higher property expenses in 2002 as discussed below and for 2001 reconciliation
billings.

        Excluding only the straight-line rent adjustment for these properties,
revenue from rental operations for the three months ended March 31, 2002,
computed on a cash basis, decreased by approximately $851,000 or 0.9% primarily
due to the decreased in average occupancy.

        Property expenses for these properties increased by approximately
$127,000, or 0.4%, during the three months ended March 31, 2002, compared to the
same period in 2001, primarily due to an approximate $427,000 increase in
utility expenses, a, $446,000 increase in insurance expense and a $239,000
increase in administrative expenses in 2002 which were partially offset by an
approximate $1.1 million decrease in ground rent expense. The increase in
utility expenses was due primarily to rate increases that went into effect after
April 1, 2001. Insurance expense increased due to increases in industry-wide
insurance rates in 2002, while administrative expenses increased primarily due
to higher personnel costs in 2002. As noted above, the increase in property
expenses was the primary reason for the $1.5 million increase in tenant
reimbursements. The decrease in ground rent expense was due to lower operating
income from one of our properties with a participating ground lease.


                                       12
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOWS

        Cash provided by operating activities increased by approximately
$700,000 to $48.3 million for the three months ended March 31, 2002, as compared
to $47.6 million for the same period in 2001, primarily due to a reduction in
tenant receivables in 2002 as a result of our collection efforts and from cash
flows for a development property placed in service in the fourth quarter of
2001. This increase was partially offset by the loss of operating cash flows on
ten properties sold in 2001 and one property we sold in the first quarter of
2002.

        Cash used in investing activities decreased by approximately $24.1
million to $25.5 million for the three months ended March 31, 2002 compared to
$49.6 million for the same period in 2001. This decrease was primarily due to
the decrease in construction activity in 2002 as a result of our completion of a
development project in the fourth quarter of 2001. In addition, in the first
quarter of 2002 we recorded $6.1 million in proceeds from the sale of a
property.

        Cash from financing activities decreased by approximately $54.5 million
to an outflow of $52.8 million for the three months ended March 31, 2002, as
compared to an inflow of $1.7 million for the same period in 2001. This decrease
was primarily due to the timing of borrowings and paydowns on our unsecured
lines of credit.

AVAILABLE BORROWINGS, CASH BALANCE AND CAPITAL RESOURCES

        We have an unsecured line of credit with a group of banks led by Wells
Fargo. This line of credit provides for borrowings up to $275 million with an
option to increase the amount to $325 million and bears interest at a rate
ranging between LIBOR plus 1.15% and LIBOR plus 1.80% (including an annual
facility fee ranging from .20% to .40% based on the aggregate amount of the
facility), depending on our unsecured debt rating. In addition, as long as we
maintain an unsecured debt rating of BBB-/Baa3 or better, the agreement contains
a competitive bid option, whereby the lenders on this line of credit may bid on
the interest rate to be charged for up to $137.5 million of the unsecured line
of credit. Under certain circumstances, we also have the option to convert the
interest rate on this line of credit to the greater of the Federal Funds rate
plus 0.5% or Wells Fargo's prime rate. This line of credit matures in April
2003. As of March 31, 2002, there was approximately $88.4 million outstanding on
this line of credit and approximately $186.6 million was available for
additional borrowings.

        We also have a $75 million unsecured line of credit with Lehman
Brothers. Borrowings on this line of credit bear interest at a rate ranging
between LIBOR plus 1.05% and LIBOR plus 1.70%, depending on our unsecured debt
rating. We also have the option to convert the interest rate to the prime rate
plus 0.5%. This line of credit matures in July 2002 with an option to extend the
maturity date for one year. As of March 31, 2002, there was $75 million
outstanding on this line of credit.

        We also 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, 2002. 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 March 31, 2002, there was no
outstanding balance on this line of credit and $10 million was available for
additional borrowings.

        On March 7, 2002, we sold an approximate 64,000 square foot office
property located in Torrance, California for approximately $6.9 million. On
April 16, 2002, we sold an approximate 60,000 square foot office building
located in Westlake, California for approximately $8.3 million. On May 1, 2002
we also completed the sale of an approximate 80,000 square foot office property
located in Canoga Park, California for approximately $8.4 million. The net
proceeds from these dispositions were used to reduce the outstanding balance on
our Wells Fargo unsecured line of credit.


                                       13
<PAGE>

        Following is a summary of scheduled principal payments for our total
debt outstanding as of March 31, 2002 (in thousands):

<TABLE>
<CAPTION>
  YEAR                                                          AMOUNT
  ----                                                        ----------
<S>                                                           <C>
  2002......................................................      76,952(1)
  2003......................................................      93,648(2)
  2004......................................................     182,062
  2005......................................................     207,678
  2006......................................................      15,063
  2007......................................................     158,681
  2008......................................................     230,305
  2009......................................................     111,980
  2010......................................................     150,565
  2011......................................................         710
  Thereafter................................................       6,213
                                                              ----------
    Total...................................................  $1,233,857
                                                              ==========
</TABLE>

----------

(1)  Consists primarily of $75 million outstanding on our Lehman Brothers line
     of credit which has a one-year extension option.

(2)  Consists primarily of $88.4 million outstanding on our Wells Fargo line of
     credit.

        Following is certain other information related to our indebtedness as of
March 31, 2002 (in thousands, except percentage data):

        UNSECURED AND SECURED DEBT:

<TABLE>
<CAPTION>
                                                                      WEIGHTED
                                                                      AVERAGE
                                                                      INTEREST
                                         BALANCE         PERCENT       RATE(1)
                                        ----------       -------      --------
<S>                                     <C>              <C>          <C>
        Unsecured Debt................  $  661,126          54%         7.45%
        Secured Debt..................     572,731          46%         7.36%
                                        ----------         ---          ----
        Total Debt....................  $1,233,857         100%         7.41%
                                        ==========         ===          ====
</TABLE>

        FLOATING AND FIXED RATE DEBT:

<TABLE>
<CAPTION>
                                                                      WEIGHTED
                                                                      AVERAGE
                                                                      INTEREST
                                         BALANCE         PERCENT       RATE(1)
                                        ----------       -------      --------
<S>                                     <C>              <C>          <C>
        Floating Rate Debt............  $  163,350          13%         4.15%
        Fixed Rate Debt...............   1,070,507          87%         7.91%
                                        ----------         ---          ----
        Total Debt....................  $1,233,857         100%         7.41%
                                        ==========         ===          ====
</TABLE>

----------

(1)  Includes amortization of prepaid financing costs.

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

<TABLE>
<CAPTION>
                                          FOR THE THREE MONTHS ENDED
                                                   MARCH 31,
                                         ----------------------------
                                          2002                 2001
                                         -------              -------
<S>                                      <C>                 <C>
        Total interest incurred......    $22,984             $ 23,746
        Amount capitalized...........     (1,587)              (2,588)
                                         -------              -------
        Amount expensed..............    $21,397              $21,158
                                         =======              =======
</TABLE>



                                       14
<PAGE>

        As of March 31, 2002, we had $28.6 million in cash and cash equivalents,
including $21.6 million in restricted cash. Restricted cash consisted of $13.7
million in interest bearing cash deposits required by five of our mortgage loans
payable and $7.9 million in cash impound accounts for real estate taxes and
insurance as required by several of our mortgage loans payable.

        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 us to continue qualifying as a REIT. We also believe the
foregoing sources of liquidity will be sufficient to fund our short-terms
liquidity needs over the next twelve months, including recurring non-revenue
enhancing capital expenditures, tenant improvements and leasing commissions.

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



                                       15
<PAGE>

FUNDS FROM OPERATIONS AND FUNDS AVAILABLE FOR DISTRIBUTION

        The following table reflects the calculation of our funds from
operations and our funds available for distribution for the three-month periods
ended March 31, 2002 and 2001 (in thousands):

<TABLE>
<CAPTION>
                                                               FOR THE
                                                          THREE MONTHS ENDED
                                                                MARCH 31,
                                                        -----------------------
                                                         2002            2001
                                                        -------         -------
           FUNDS FROM OPERATIONS:(1)                          (unaudited)

<S>                                                     <C>             <C>
             Net income.............................    $23,327         $26,218
             Depreciation and amortization of real
               estate assets........................     26,383          24,146
             Gain on sale of property...............     (1,192)             --
             Income allocated to Preferred Units....     (1,078)         (1,078)
                                                        -------         -------
           Funds From Operations(2).................    $47,440         $49,286
                                                        =======         =======

           FUNDS AVAILABLE FOR DISTRIBUTION:(3)

             Funds From Operations.................     $47,440         $49,286
             Amortization of prepaid financing costs        937             866
             Non-cash compensation expense.........         245             425
             Straight-line rent adjustment.........      (1,650)         (2,361)
             Capital expenditure, tenant improvement
               and leasing commission reserve......      (8,700)         (7,700)
                                                        -------         -------
           Funds Available for Distribution........     $38,272         $40,516
                                                        =======         =======
           Weighted average shares and common
               units outstanding - Diluted.........      66,488          66,066
                                                        =======         =======
</TABLE>

----------

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

       The White Paper on funds from operations approved by the Board of
       Governors of NAREIT in October 1999 defines funds from operations as net
       income or loss computed in accordance with GAAP, excluding 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 other real estate companies.

(2)    Includes non-cash compensation expense of $245,000 for the three months
       ended March 31, 2002, and $425,000 for three months ended March 31, 2001.

(3)    Funds available for distribution consists of funds from operations
       excluding non-cash compensation expense, amortization of prepaid
       financing costs, straight-line rents and less a reserve for capital
       expenditures, tenant improvements and leasing commissions.


                                       16
<PAGE>


PORTFOLIO AND LEASE INFORMATION

        The following tables set forth certain information regarding our
properties as of March 31, 2002.

                                PORTFOLIO SUMMARY

<TABLE>
<CAPTION>
                                                                                                               NET OPERATING INCOME
                                                                                                                     FOR THE
                                                                              APPROXIMATE NET                   THREE MONTHS ENDED
 LOCATION                          NUMBER OF PROPERTIES                     RENTABLE SQUARE FEET                  MARCH 31, 2002
---------                  ---------------------------------    -------------------------------------------    --------------------
                                                                                                                   (unaudited)
                                  Industrial                                Industrial
                                    and                % of                    and                    % of                  % of
                           Office  Retail    Total     Total      Office     Retail        Total      Total     Total       Total
                           ------  ------    -----     -----    ----------  ----------   ----------   -----    -------      -----
                                                                                          (000's)
<S>                        <C>     <C>       <C>       <C>      <C>         <C>          <C>          <C>      <C>          <C>
Los Angeles County:
 West                        29       1        30        23%     4,697,608    36,959      4,734,567     26%    $27,979        39%
 North                       31       -        31        24%     3,372,850        --      3,372,850     19%     12,530        17%
 South                       15       -        15        11%     2,625,031        --      2,625,031     14%      7,624        11%
                            ---      --       ---       ---     ----------   -------     ----------    ---     -------       ---
  SUBTOTAL                   75       1        76        58%    10,695,489    36,959     10,732,448     59%     48,133        67%


Orange County                24       -        24        18%     3,708,926        --      3,708,926     20%     12,480        16%
San Diego County             21       -        21        16%     2,486,777        --      2,486,777     14%      7,738        11%
Ventura/Kern Counties         6       -         6         4%       778,363        --        778,363      4%      2,571         4%
Riverside/San
 Bernardino Counties          4       1         5         4%       342,980   133,481        476,461      3%      1,116         2%
                            ---      --       ---       ---     ----------   -------     ----------    ---     -------       ---
    TOTAL                   130       2       132(1)    100%    18,012,535   170,440     18,182,975    100%    $72,038       100%
                            ===      ==       ===       ===     ==========   =======     ==========    ===     =======       ===
</TABLE>

----------

(1)  Including two properties currently under development, our total portfolio
     consists of 134 properties and approximately 18.7 million rentable square
     feet.


                     PORTFOLIO OCCUPANCY AND LEASING SUMMARY

<TABLE>
<CAPTION>
                                                                                                   ANNUALIZED BASE RENT
 LOCATION                      PERCENT OCCUPIED                  PERCENT LEASED                  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)
                         ------   ----------   ------     ------   ----------   ------     ------  ----------  ------   ---------
<S>                      <C>      <C>          <C>        <C>      <C>          <C>        <C>     <C>         <C>      <C>
Los Angeles County:
  West                     92.4%     100.0%      92.4%      92.7%     100.0%      92.7%    $27.32    $24.60    $27.30    $27.40
  North                    88.7%        --       88.7%      89.1%        --       89.1%     20.88        --     20.88     21.77
  South                    87.7%        --       87.7%      88.3%        --       88.3%     18.29        --     18.29     19.57
Orange County              93.9%        --       93.9%      94.0%        --       94.0%     17.81        --     17.81     20.97
San Diego County           89.7%        --       89.7%      89.8%        --       89.8%     17.64        --     17.64     20.83
Ventura/Kern Counties      93.4%        --       93.4%      95.1%        --       95.1%     18.16        --     18.16     18.38
Riverside/San
  Bernardino Counties      92.1%      86.5%      90.6%      93.9%      86.5%      91.9%     18.12     11.63     16.41     18.80
                           ----      -----       ----       ----      -----       ----     ------    ------    ------    ------
   TOTAL/ WEIGHTED
       AVERAGE             91.0%      89.4%      91.0%      91.4%      89.4%      91.4%    $20.95    $14.78    $20.90    $22.82
                           ====      =====       ====       ====      =====       ====     ======    ======    ======    ======
</TABLE>
--------------
(1)  Based on monthly contractual base rent under existing leases as of March
     31, 2002, 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 39 properties with approximately 3.9 million square feet under
     triple net and modified gross leases.


                                       17
<PAGE>

                                LEASE EXPIRATIONS

                              As of March 31, 2002
<TABLE>
<CAPTION>
                                                                                                                          2007 AND
                                                 2002            2003         2004           2005           2006         THEREAFTER
                                               ---------       ---------    ---------      ---------      ---------      ----------
<S>                     <C>                    <C>             <C>          <C>            <C>            <C>            <C>
Los Angeles County:

     West               Expiring SF(1)           458,958         589,384      758,270        758,266        389,926      1,310,079
                        % of Leased SF(2)            2.8%            3.6%         4.6%           4.6%           2.4%           7.9%
                        Rent per SF(3)            $22.95          $26.45       $27.20         $30.27         $30.44         $35.30

     North              Expiring SF(1)           275,328         505,988      671,051        438,248        354,476        699,483
                        % of Leased SF(2)            1.7%            3.0%         4.0%           2.6%           2.1%           4.2%
                        Rent per SF(3)            $19.30          $21.61       $21.58         $22.41         $24.51         $23.70

     South              Expiring SF(1)           256,906         306,874      443,172        628,807        248,456        424,023
                        % of Leased SF(2)            1.5%            1.8%         2.7%           3.8%           1.5%           2.6%
                        Rent per SF(3)            $17.87          $19,57       $20.72         $15.09         $22.81         $22.48
                                               ---------       ---------    ---------      ---------      ---------      ---------

       Subtotal         Expiring SF(1)           991,192       1,402,246    1,872,493      1,825,321        992,858      2,433,585
                        % of Leased SF(2)            6.0%            8.4%        11.3%          11.0%           6.0%          14.7%
                        Rent per SF(3)            $20.62          $23.20       $23.65         $23.15         $26.41         $29,73

  Orange County         Expiring SF(1)           498,977         700,054      662,202        463,767        647,125        480,573
                        % of Leased SF(2)            3.0%            4.2%         3.9%           2.8%           3.9%           2.9%
                        Rent per SF(3)            $14.11          $18.17       $17.87         $21.68         $20.61         $24.36

  San Diego County      Expiring SF(1)           167,170         605,839      264,110        384,290        144,929        618,501
                        % of Leased SF(2)            1.0%            3.7%         1.6%           2.3%           0.9%           3.7%
                        Rent per SF(3)            $19.30          $18.45       $18.76         $15.66         $26.54         $22.05

  All Others            Expiring SF(1)            87,630         154,624      346,906        143,554        235,112        198,400
                        % of Leased SF(2)            0.5%            0.9%         2.1%           0.9%           1.4%           1.2%
                        Rent per SF(3)            $17.90          $19.32       $18.36         $19.69         $19.08         $17.90
                                               ---------       ---------    ---------      ---------      ---------      ---------

     Total Portfolio    Expiring SF(1)         1,744,969       2,862,763    3,145,711      2,816,932      2,020,024      3,731,059
                                               =========       =========    =========      =========      =========      =========
                        % of Leased SF(2)           10.5%           17.2%        18.9%          17.0%          12.2%          22.5%
                                               =========       =========    =========      =========      =========      =========
                        Rent per SF(3)            $18.50          $20.75       $21.44         $21.71         $23.71         $27.14
                                               =========       =========    =========      =========      =========      =========
</TABLE>
--------------
(1)  Represents the net rentable square footage of expiring leases. For 2002,
     represents expirations from April 1, 2002 through December 31, 2002, not
     including month-to-month tenants.

(2)  Percentage of total net rentable square footage expiring during the period.

(3)  Represents annualized ending cash rents of expiring leases.


                                       18
<PAGE>

DEVELOPMENT SUMMARY

                              As of March 31, 2002

<TABLE>
<CAPTION>

                                                    COSTS                         PERCENT
                                                  INCURRED         ESTIMATED       LEASED
                                     SQUARE        TO DATE       TOTAL COST(1)       AT
PROPERTY                              FEET      (IN THOUSANDS)  (IN THOUSANDS)     5/7/02
--------                            -------     --------------  --------------    -------
<S>                                 <C>            <C>             <C>             <C>
HOWARD HUGHES CENTER:
  6080 CENTER DRIVE                 283,000        $ 72,599        $ 77,100        85%(5)
  6100 CENTER DRIVE                 283,000          53,255          81,500        --
  UNALLOCATED ACQUISITION
  AND MASTER PLAN COSTS(1)               --          16,794          19,800
                                    -------        --------        --------
         TOTAL DEVELOPMENT
           PROPERTIES               566,000        $142,648        $178,400
                                    =======        ========        ========


</TABLE>

<TABLE>
<CAPTION>
                                      ESTIMATED                      ESTIMATED
 ESTIMATED                              YEAR 1                        YEAR 1
   SHELL             ESTIMATED        STABILIZED      ESTIMATED        ANNUAL
COMPLETION         STABILIZATION       CASH NOI(3)   YEAR 1 ANNUAL     GAAP
    DATE               DATE(2)       (IN THOUSANDS)    CASH YIELD    YIELD(4)
------------       -------------     --------------  -------------   ---------
<S>                 <C>                 <C>               <C>          <C>

Complete            3rd Qtr 2002        $  8,200          10.6%        11.8%
2nd Qtr 2002        2nd Qtr 2003        $  7,500           9.2%        10.2%

</TABLE>

--------------

(1)  Estimated total cost includes purchase and closing costs, capital
     expenditures, tenant improvements, leasing commissions and carrying costs
     during development, as well as an allocation of land and master plan costs.
     Unallocated acquisition and master plan costs consists of unallocated land
     costs and master plan costs that will be allocated to future development
     projects at the Howard Hughes Center. We have entitlements to construct an
     additional approximately 425,000 net rentable square feet of office space
     and have two parcels entitled for hotel development at the Howard Hughes
     Center.

(2)  We consider a property to be stabilized in the quarter when the property is
     at least 95% leased.

(3)  We consider Stabilized Cash NOI to be the rental revenues from the property
     less the operating expenses of the property on a cash basis before
     deducting financing costs (interest and principal payments) after the
     property is at least 95% leased.

(4)  We consider the Estimated Year 1 Annual GAAP Yield to be the property's
     Stabilized Cash NOI adjusted for straight-line rents during its first year
     in service over the property's estimated total costs.

(5)  As of May 7, 2002, 6080 Center Drive was 69% occupied and 85% leased.

        In addition to the properties above, we have preliminary architectural
designs completed for additional build-to-suit buildings at the Howard Hughes
Center totaling approximately 425,000 net rentable square feet of office space.
Build-to-suit buildings consist of properties constructed to the tenant's
specifications in return for the tenant's long-term commitment to the property.
We do not intend to commence construction on any additional build-to-suit
buildings at the Howard Hughes Center until development plans and budgets are
finalized and build-to-suit tenant leases are signed with terms allowing us to
achieve yields commensurate with the project's development risk.

        In addition to our development at the Howard Hughes Center, we have
completed preliminary designs and are marketing an approximate 170,000 square
foot build-to-suit office building at our Long Beach Airport Business Park. We
do not intend to commence construction on this project until a build-to-suit
tenant lease is signed with terms allowing us to achieve yields commensurate
with the project's development risk.

        We expect to finance our development activities over the next 24 months
through net cash provided by operating activities, proceeds from asset sales and
proceeds from our lines of credit.

CURRENT ECONOMIC CLIMATE

        Our short and long-term liquidity is significantly impacted by the
operating results of our properties, all of which are located in Southern
California. Our ability to lease available space and increase rates when leases
expire is largely dependent on the demand for office space in the markets where
our properties are located. We believe current uncertainty over the national and
Southern California economic environment is exerting downward pressures on the
demand for Southern California commercial office space. We are experiencing
these downward pressures due to several factors as follows:

        -   Occupancy and rental rates have compressed in recent months due to
            the state of the local economy;

        -   Larger tenants are taking a longer amount of time to make their
            leasing decisions reflecting the uncertainty in the economy;



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<PAGE>

        -   Some tenants are under-utilizing their existing space and can
            therefore expand internally before they will need new space;

        -   Sublease space, although stabilizing, stands at about 3% of total
            inventory throughout Southern California; and

        -   Over-building in some sub-markets has pushed vacancy rates in those
            sub-markets to very high levels.

        These factors have contributed to a decrease in the occupancy of our
portfolio from 92.2% as of December 31, 2001 to 91.0% as of March 31, 2002.
Furthermore, problems associated with deregulation of the electric industry in
California have also resulted in significantly higher utility costs in some
areas of the state.

        The timing and extent of future changes in the national and local
economy and their effects on our properties and results of operations are
difficult to accurately predict. It is possible, however, that these national
and regional issues may more directly affect us and our operating results in the
future, making it more difficult for us to lease and renew available space, to
increase or maintain rental rates as leases expire and to collect amounts due
from our tenants. For additional information, see "Risk Factors - Further
declines in the economic activity of Southern California will adversely affect
our operating results," "- The financial condition and solvency of our tenants
may reduce our cash flow," and "- Rising energy costs and power outages in
California may have an adverse effect on our operations and revenue" sections of
our 2001 annual report on Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

        Market risk is the exposure or 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 use 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.

        Some 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 as of March 31,
2002, a 1% increase in interest rates on our $163.4 million of floating rate
debt would decrease annual future earnings and cash flows by approximately $1.6
million and would not have an impact on the fair value of the floating rate
debt. Conversely, a 1% decrease in interest rates on our $163.4 million of
floating rate debt would increase annual future earnings and cash flows by
approximately $1.6 million and would not have an impact on the fair value of the
floating rate debt. A 1% increase or decrease in interest rates on our secured
notes receivable would not have a material impact on annual future earnings,
cash flows and the fair value of the secured notes receivable. The weighted
average interest rate on our floating debt as of March 31, 2002 was 4.15%.

        Our fixed rate debt totaled $1,070.5 million as of March 31, 2002 with a
weighted average interest rate of 7.91% and a total fair value of approximately
$1,081.8 million. A 1% decrease in interest rates on our fixed rate debt would
increase its fair value by approximately $46.5 million and would not have an
impact on annual future earnings and cash flows. A 1% increase in interest rates
in our $1,070.5 million of fixed rate debt would decrease its fair value by
approximately $44.1 million and would not have an impact of annual future
earnings and cash flows.

        These amounts are determined by considering the impact of 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 that
environment. Further, in the event of a change of this magnitude, we would
consider taking actions to further mitigate our exposure to the change. Due to
the uncertainty of the specific actions that would be taken and their possible
effects, however, this sensitive analysis assumes no changes in our capital
structure.



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PART II  OTHER INFORMATION

 ITEM 1. LEGAL PROCEEDINGS - NONE

 ITEM 2. CHANGES IN SECURITIES - NONE

 ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE

 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS - NONE

 ITEM 5. OTHER INFORMATION - NONE

 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


(A)      EXHIBITS

         10.39+  Second Amended and Restated 1996 Stock Option and Incentive
                 Plan of Arden Realty Limited Partnership and Arden Realty
                 Limited Partnership dated September 20th, 2001.

         10.40*  Form of Promissory Note entered into on July 19, 2001 and
                 September 28, 2001 between Arden Realty Limited Partnership and
                 Richard Ziman, Victor Coleman, Andrew Sobel and Robert
                 Peddicord, respectively.

         (+)     Incorporated by reference from Arden Realty, Inc.'s quarterly
                 report on Form 10-Q filed on November 14, 2001.

         (*)     Incorporated by reference from Arden Realty Limited
                 Partnership's quarterly report on Form 10-Q filed on November
                 14, 2001.

(B)     REPORTS ON FORM 8-K

         NONE



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                                   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: May 13, 2002                        By:  /s/ Andrew J. Sobel
                                             -----------------------------------
                                               Andrew J. Sobel
                                               Executive Vice President -
                                               Strategic Planning and Operations



Date: May 13, 2002                        By:  /s/  Richard S. Davis
                                             -----------------------------------
                                               Richard S. Davis
                                               Senior Vice President and
                                               Chief Financial Officer


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