##### Table of Contents









UNITED STATES







---




FORM 10-Q/A




(Mark One)




| |                                                 
| | ------------------------------------------------
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2001 or



| |                                                  
| | -------------------------------------------------
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from
                  to

COMMISSION FILE NUMBER: 1-13625



---

EOP OPERATING LIMITED PARTNERSHIP



|                                                                                                  |  |                                      
|------------------------------------------------------------------------------------------------- |  | -------------------------------------
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|DELAWARE                                                                                          |  | 36-4156801                           
|(State or other jurisdiction of
	incorporation or organization)                                   |  | (I.R.S. Employer
	Identification No.)
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Two North Riverside Plaza,
	Suite 2100, Chicago, Illinois(Address of principal executive offices) |  | 60606(Zip Code)                      

(312) 466-3300





---

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 
  No

APPLICABLE ONLY TO CORPORATE ISSUERS:




On April 30, 2001, 350,119,810 of the registrants
Units were outstanding.






---






---

TABLE OF CONTENTS



|                                                              |  |  |  |  |  |  |  | 
|------------------------------------------------------------- |  |  |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                                
|EOP OPERATING LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEETS
|CONSOLIDATED STATEMENTS OF OPERATIONS                        
|CONSOLIDATED STATEMENTS OF NET COMPREHENSIVE INCOME          
|CONSOLIDATED STATEMENTS OF CASH FLOWS                        
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                   
|SIGNATURES                                                   
|Ex-10.1 Commitment Letter for Bridge Facility                
|Ex-10.2 Fee Letter for Bridge Facility                       
|Ex-12.1 Statement of Computation of Earnings                 



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##### Table of Contents








PART I.


FINANCIAL INFORMATION

ITEM 1.  Financial Statements






EOP OPERATING LIMITED PARTNERSHIP


CONSOLIDATED BALANCE SHEETS




|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |            |            |            | 
|------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | ------------ | ---------- | ---------- | - | ---------- | ---------- | ---------- | 
|                                                                          |                                                                                                           | March 31,                                                                                                                                                                  |                                                                                | December 31,
|(Dollars in thousands, except per unit amounts)                           |                                                                                                           | 2001                                                                                                                                                                       |                                                                                | 2000        
|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |             
|                                                                          |                                                                                                           | (Unaudited)                                                                                                                                                                |                                                                                |             
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Assets:                                                                   |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Investment in real estate                                                                                 |                                                                                                                                                                            | $                                                                              | 17,543,327   |            |            | $ | 17,460,534 |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Developments in process                                                                                   |                                                                                                                                                                            |                                                                                | 81,079       |            |            |   | 70,422     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Land available for development                                                                            |                                                                                                                                                                            |                                                                                | 88,424       |            |            |   | 88,424     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Accumulated depreciation                                                                                  |                                                                                                                                                                            |                                                                                | (1,100,273   | )          |            |   | (978,055   | )         
|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          |                                                                                                           | Investment in real estate, net of accumulated
	depreciation                                                                                                                |                                                                                |              | 16,612,557 |            |   |            | 16,641,325 |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Cash and cash equivalents                                                                                 |                                                                                                                                                                            |                                                                                | 37,610       |            |            |   | 53,256     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Tenant and other receivables (net of allowance
	for doubtful accounts of $2,563 and $1,873, respectively) |                                                                                                                                                                            |                                                                                | 84,648       |            |            |   | 101,784    |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Deferred rent receivable                                                                                  |                                                                                                                                                                            |                                                                                | 222,187      |            |            |   | 207,088    |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Escrow deposits and restricted cash                                                                       |                                                                                                                                                                            |                                                                                | 45,131       |            |            |   | 39,832     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Investment in unconsolidated joint ventures                                                               |                                                                                                                                                                            |                                                                                | 1,135,205    |            |            |   | 1,164,613  |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Deferred financing costs (net of accumulated
	amortization of $25,273 and $21,756, respectively)          |                                                                                                                                                                            |                                                                                | 78,338       |            |            |   | 81,854     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Deferred leasing costs (net of accumulated
	amortization of $50,966 and $39,906, respectively)            |                                                                                                                                                                            |                                                                                | 158,779      |            |            |   | 151,178    |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Prepaid expenses and other assets (net of
	discounts of $78,337 and $78,871, respectively)                |                                                                                                                                                                            |                                                                                | 348,843      |            |            |   | 353,323    |           
|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          |                                                                                                           |                                                                                                                                                                            | Total Assets                                                                   |              | $          | 18,723,298 |   |            | $          | 18,794,253 | 
|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|Liabilities, Minority Interests, Redeemable
	Units and Partners Capital: |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Mortgage debt (including a net discount of
	$(19,056) and $(17,825), respectively)                        |                                                                                                                                                                            | $                                                                              | 2,784,255    |            |            | $ | 2,915,801  |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Unsecured notes (including a net discount of
	$(3,596) and $(3,807), respectively)                        |                                                                                                                                                                            |                                                                                | 5,836,404    |            |            |   | 5,836,193  |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Line of credit                                                                                            |                                                                                                                                                                            |                                                                                | 37,500       |            |            |   | 51,000     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Accounts payable and accrued expenses                                                                     |                                                                                                                                                                            |                                                                                | 418,781      |            |            |   | 497,811    |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Distribution payable                                                                                      |                                                                                                                                                                            |                                                                                | 160,679      |            |            |   | 3,681      |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Other liabilities                                                                                         |                                                                                                                                                                            |                                                                                | 177,793      |            |            |   | 200,176    |           
|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          |                                                                                                           |                                                                                                                                                                            | Total Liabilities                                                              |              |            | 9,415,412  |   |            |            | 9,504,662  | 
|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          | Commitments and contingencies                                                                             |                                                                                                                                                                            |                                                                                |              |            |            |   |            |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Minority Interests  partially owned
	properties                                                          |                                                                                                                                                                            |                                                                                | 198,280      |            |            |   | 197,161    |           
|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          | Redeemable units (42,774,090 and 43,778,735
	issued and outstanding)                                      |                                                                                                                                                                            |                                                                                | 1,203,697    |            |            |   | 1,426,359  |           
|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          | Preferred Units, 100,000,000 authorized:                                                                  |                                                                                                                                                                            |                                                                                |              |            |            |   |            |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          |                                                                                                           | 8.98% Series A Cumulative Redeemable
	Preferred Units, liquidation preference $25.00 per unit,
	7,994,000 issued and outstanding                                           |                                                                                |              | 199,850    |            |   |            | 199,850    |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          |                                                                                                           | 5.25% Series B Convertible, Cumulative
	Redeemable Preferred Units, liquidation preference $50.00 per
	unit, 5,990,000 and 6,000,000 issued and outstanding,
	respectively |                                                                                |              | 299,500    |            |   |            | 300,000    |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          |                                                                                                           | 8.625% Series C Cumulative Redeemable
	Preferred Units, liquidation preference $25.00 per unit,
	4,562,900 issued and outstanding                                          |                                                                                |              | 114,073    |            |   |            | 114,073    |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | General Partners Capital                                                                                  |                                                                                                                                                                            |                                                                                | 70,495       |            |            |   | 70,490     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Limited Partners Capital                                                                                  |                                                                                                                                                                            |                                                                                | 7,257,735    |            |            |   | 7,024,784  |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Deferred compensation                                                                                     |                                                                                                                                                                            |                                                                                | (30,157      | )          |            |   | (14,871    | )         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Accumulated other comprehensive loss                                                                      |                                                                                                                                                                            |                                                                                | (5,587       | )          |            |   | (28,255    | )         
|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          |                                                                                                           |                                                                                                                                                                            | Total Partners Capital                                                        |              |            | 7,905,909  |   |            |            | 7,666,071  | 
|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          |                                                                                                           |                                                                                                                                                                            | Total Liabilities, Minority Interests, Redeemable
	Units and Partners Capital |              | $          | 18,723,298 |   |            | $          | 18,794,253 | 
|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           




See accompanying notes.

2



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##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP






CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)


|                                                                                                                                                                                                                            |                            |                                           |                |         |         |         |             |         |         |         | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ----------------------------------------- | -------------- | ------- | ------- | ------- | ----------- | ------- | ------- | ------- | 
|                                                                                                                                                                                                                            |                            |                                          
|                                                                                                                                                                                                                            |                            | For the three months ended               
|                                                                                                                                                                                                                            |                            | March 31,                                
|                                                                                                                                                                                                                            |                            |                                          
|(Dollars in thousands, except per unit amounts)                                                                                                                                                                             |                            | 2001                                      |                | 2000   
|                                                                                                                                                                                                                            |                            |                                           |                |        
|Revenues:                                                                                                                                                                                                                   |                            |                                           |                |         |         |         |             |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Rental                     |                                           | $              | 509,135 |         |         | $           | 358,366 |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Tenant reimbursements      |                                           |                | 97,321  |         |         |             | 62,983  |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Parking                    |                                           |                | 30,590  |         |         |             | 26,731  |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Other                      |                                           |                | 13,163  |         |         |             | 12,856  |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Fee income                 |                                           |                | 2,172   |         |         |             | 2,235   |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Interest/dividends         |                                           |                | 10,835  |         |         |             | 5,704   |        
|                                                                                                                                                                                                                            |                            |                                           |                |         |         |         |             |        
|                                                                                                                                                                                                                            |                            |                                           | Total revenues |         |         | 663,216 |             |         |         | 468,875 | 
|                                                                                                                                                                                                                            |                            |                                           |                |         |         |         |             |        
|Expenses:                                                                                                                                                                                                                   |                            |                                           |                |         |         |         |             |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Interest:                  |                                           |                |         |         |         |             |         |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            |                            | Expense incurred                          |                |         | 157,940 |         |             |         | 100,532 |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            |                            | Amortization of deferred financings costs |                |         | 1,326   |         |             |         | 1,377   |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Depreciation               |                                           |                | 114,566 |         |         |             | 83,889  |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Amortization               |                                           |                | 9,082   |         |         |             | 4,386   |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Real estate taxes          |                                           |                | 76,662  |         |         |             | 57,910  |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Insurance                  |                                           |                | 3,307   |         |         |             | 2,740   |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Repairs and maintenance    |                                           |                | 65,600  |         |         |             | 47,899  |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Property operating         |                                           |                | 69,022  |         |         |             | 46,788  |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Ground rent                |                                           |                | 3,081   |         |         |             | 2,024   |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | General and administrative |                                           |                | 25,639  |         |         |             | 19,651  |        
|                                                                                                                                                                                                                            |                            |                                           |                |         |         |         |             |        
|                                                                                                                                                                                                                            |                            |                                           | Total expenses |         |         | 526,225 |             |         |         | 367,196 | 
|                                                                                                                                                                                                                            |                            |                                           |                |         |         |         |             |        
|Income before allocation to minority interests,
	income from investment in unconsolidated joint ventures, net
	gain on sales of real estate, extraordinary items and cumulative
	effect of a change in accounting principle |                            |                                           | 136,991        |         |         |         | 101,679     |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Minority Interests  partially owned
	properties                                                                                                                                                                            |                            |                                           | (3,253         | )       |         |         | (553        | )      
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Income from investment in unconsolidated joint
	ventures                                                                                                                                                                    |                            |                                           | 15,426         |         |         |         | 11,374      |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Net gain on sales of real estate                                                                                                                                                                                            |                            |                                           |               |         |         |         | 3,862       |        
|                                                                                                                                                                                                                            |                            |                                           |                |         |         |         |             |        
|Income before extraordinary items and cumulative
	effect of a change in accounting principle                                                                                                                                |                            |                                           | 149,164        |         |         |         | 116,362     |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Extraordinary items                                                                                                                                                                                                         |                            |                                           |               |         |         |         | (611        | )      
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Cumulative effect of a change in accounting
	principle                                                                                                                                                                      |                            |                                           | (1,142         | )       |         |         |            |        
|                                                                                                                                                                                                                            |                            |                                           |                |         |         |         |             |        
|Net income                                                                                                                                                                                                                  |                            |                                           | 148,022        |         |         |         | 115,751     |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Put option settlement                                                                                                                                                                                                       |                            |                                           |               |         |         |         | (1,030      | )      
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Preferred distributions, net                                                                                                                                                                                                |                            |                                           | (10,884        | )       |         |         | (10,697     | )      
|                                                                                                                                                                                                                            |                            |                                           |                |         |         |         |             |        
|Net income available for Units                                                                                                                                                                                              |                            | $                                         | 137,138        |         |         | $       | 104,024     |        
|                                                                                                                                                                                                                            |                            |                                           |                |         |         |         |             |        
|Net income available per weighted average Unit
	outstanding  Basic                                                                                                                                                         |                            | $                                         | .39            |         |         | $       | 0.37        |        
|                                                                                                                                                                                                                            |                            |                                           |                |         |         |         |             |        
|Weighted average Units outstanding 
	Basic                                                                                                                                                                                 |                            |                                           | 348,476,502    |         |         |         | 281,380,638 |        
|                                                                                                                                                                                                                            |                            |                                           |                |         |         |         |             |        
|Net income available per weighted average Unit
	and unit equivalent outstanding  Diluted                                                                                                                                   |                            | $                                         | .39            |         |         | $       | 0.37        |        
|                                                                                                                                                                                                                            |                            |                                           |                |         |         |         |             |        
|Weighted average Units and unit equivalents
	outstanding  Diluted                                                                                                                                                          |                            |                                           | 351,400,853    |         |         |         | 283,568,648 |        
|                                                                                                                                                                                                                            |                            |                                           |                |         |         |         |             |        

See accompanying notes.

3



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##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP






CONSOLIDATED STATEMENTS OF NET COMPREHENSIVE INCOME


(Unaudited)


|                                   |                                                               |                      |         |        |   |   |         |        | 
|---------------------------------- | ------------------------------------------------------------- | -------------------- | ------- | ------ | - | - | ------- | ------ | 
|                                   |                                                               |                     
|                                   |                                                               | For the three months
|                                   |                                                               | ended March 31,     
|                                   |                                                               |                     
|(Dollars in thousands)             |                                                               | 2001                 |         | 2000  
|                                   |                                                               |                      |         |       
|Net income                         |                                                               | $                    | 148,022 |        |   | $ | 115,751 |       
|                                  
|                                  
|                                  
|                                  
|Other comprehensive income (loss): |                                                               |                      |         |        |   |   |         |       
|                                  
|                                  
|                                  
|                                  
|                                   | Unrealized holding (losses)/gains arising during
	the period  |                      |         | (1,416 | ) |   |         | 27,540 | 
|                                  
|                                  
|                                  
|                                  
|                                   | Recognition of permanent impairment on marketable
	securities |                      |         | 24,084 |   |   |         |       | 
|                                   |                                                               |                      |         |        |   |   |         |       
|Net comprehensive income           |                                                               | $                    | 170,690 |        |   | $ | 143,291 |       
|                                   |                                                               |                      |         |        |   |   |         |       

See accompanying notes.

4



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##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP






CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)


|                                             |                                                                                                     |                                                                                                           |                                                           |                                           |          |         |         |            |         |         |         | 
|-------------------------------------------- | --------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------- | --------------------------------------------------------- | ----------------------------------------- | -------- | ------- | ------- | ---------- | ------- | ------- | ------- | 
|                                             |                                                                                                     |                                                                                                          
|                                             |                                                                                                     | For the three months ended                                                                               
|                                             |                                                                                                     | March 31,                                                                                                
|                                             |                                                                                                     |                                                                                                          
|(Dollars in thousands)                       |                                                                                                     | 2001                                                                                                      |                                                           | 2000                                     
|                                             |                                                                                                     |                                                                                                           |                                                           |                                          
|Operating Activities:                        |                                                                                                     |                                                                                                           |                                                           |                                           |          |         |         |           
|                                            
|                                            
|                                            
|                                            
|                                             | Net income                                                                                          |                                                                                                           | $                                                         | 148,022                                   |          |         | $       | 115,751    |        
|                                            
|                                            
|                                            
|                                            
|                                             | Adjustments to reconcile net income to net cash
	provided by operating activities:                  |                                                                                                           |                                                           |                                           |          |         |         |            |        
|                                            
|                                            
|                                            
|                                            
|                                             |                                                                                                     | Depreciation and amortization                                                                             |                                                           |                                           | 124,974  |         |         |            | 89,652  |        
|                                            
|                                            
|                                            
|                                            
|                                             |                                                                                                     | Amortization of discounts included in
	interest/dividend income                                           |                                                           |                                           | (534     | )       |         |            |        |        
|                                            
|                                            
|                                            
|                                            
|                                             |                                                                                                     | Amortization of premiums/discounts on unsecured
	notes and terminated interest rate protection agreements |                                                           |                                           | 1,171    |         |         |            | 936     |        
|                                            
|                                            
|                                            
|                                            
|                                             |                                                                                                     | Amortization of deferred revenue included in
	other income                                                |                                                           |                                           | (533     | )       |         |            | (1,036  | )      
|                                            
|                                            
|                                            
|                                            
|                                             |                                                                                                     | Compensation related to restricted shares issued
	to employees by Equity Office                           |                                                           |                                           | 2,159    |         |         |            | 1,555   |        
|                                            
|                                            
|                                            
|                                            
|                                             |                                                                                                     | Income from unconsolidated joint ventures                                                                 |                                                           |                                           | (15,426  | )       |         |            | (11,374 | )      
|                                            
|                                            
|                                            
|                                            
|                                             |                                                                                                     | Net gain on sales of real estate                                                                          |                                                           |                                           |         |         |         |            | (3,862  | )      
|                                            
|                                            
|                                            
|                                            
|                                             |                                                                                                     | Extraordinary items                                                                                       |                                                           |                                           |         |         |         |            | 611     |        
|                                            
|                                            
|                                            
|                                            
|                                             |                                                                                                     | Cumulative effect of a change in accounting
	principle                                                    |                                                           |                                           | 1,142    |         |         |            |        |        
|                                            
|                                            
|                                            
|                                            
|                                             |                                                                                                     | Provision for doubtful accounts                                                                           |                                                           |                                           | 755      |         |         |            | 58      |        
|                                            
|                                            
|                                            
|                                            
|                                             |                                                                                                     | Allocation to minority interests                                                                          |                                                           |                                           | 3,253    |         |         |            | 553     |        
|                                            
|                                            
|                                            
|                                            
|                                             |                                                                                                     | Changes in assets and liabilities:                                                                        |                                                           |                                           |          |         |         |            |         |        
|                                            
|                                            
|                                            
|                                            
|                                             |                                                                                                     |                                                                                                           | Decrease in rents receivable                              |                                           |          | 16,381  |         |            |         | 11,837  |        
|                                            
|                                            
|                                            
|                                            
|                                             |                                                                                                     |                                                                                                           | (Increase) in deferred rent receivables                   |                                           |          | (15,099 | )       |            |         | (12,323 | )      
|                                            
|                                            
|                                            
|                                            
|                                             |                                                                                                     |                                                                                                           | Decrease (increase) in prepaid expenses and
	other assets |                                           |          | 4,698   |         |            |         | (6,798  | )      
|                                            
|                                            
|                                            
|                                            
|                                             |                                                                                                     |                                                                                                           | (Decrease) in accounts payable and accrued
	expenses      |                                           |          | (79,703 | )       |            |         | (71,014 | )      
|                                            
|                                            
|                                            
|                                            
|                                             |                                                                                                     |                                                                                                           | Increase (decrease) in other liabilities                  |                                           |          | 1,541   |         |            |         | (5,057  | )      
|                                             |                                                                                                     |                                                                                                           |                                                           |                                           |          |         |         |           
|                                             |                                                                                                     |                                                                                                           |                                                           | Net cash provided by operating activities |          |         | 192,801 |            |         |         | 109,489 | 
|                                             |                                                                                                     |                                                                                                           |                                                           |                                           |          |         |         |           
|Investing Activities:                        |                                                                                                     |                                                                                                           |                                                           |                                           |          |         |         |           
|                                            
|                                            
|                                            
|                                            
|                                             | Property dispositions                                                                               |                                                                                                           |                                                           | 8,600                                     |          |         |         |           |        
|                                            
|                                            
|                                            
|                                            
|                                             | Payments of disposition costs for sales of real
	estate                                             |                                                                                                           |                                                           |                                          |          |         |         | (358       | )      
|                                            
|                                            
|                                            
|                                            
|                                             | Payments for capital and tenant improvements                                                        |                                                                                                           |                                                           | (53,910                                   | )        |         |         | (50,025    | )      
|                                            
|                                            
|                                            
|                                            
|                                             | Distributions from unconsolidated joint ventures                                                    |                                                                                                           |                                                           | 24,724                                    |          |         |         | 6,804      |        
|                                            
|                                            
|                                            
|                                            
|                                             | Investments in unconsolidated joint ventures                                                        |                                                                                                           |                                                           | (21,248                                   | )        |         |         | (5,026     | )      
|                                            
|                                            
|                                            
|                                            
|                                             | Payments of lease acquisition costs                                                                 |                                                                                                           |                                                           | (16,539                                   | )        |         |         | (14,440    | )      
|                                            
|                                            
|                                            
|                                            
|                                             | (Increase) in escrow deposits and restricted cash                                                   |                                                                                                           |                                                           | (5,299                                    | )        |         |         | (2,884     | )      
|                                             |                                                                                                     |                                                                                                           |                                                           |                                           |          |         |         |           
|                                             |                                                                                                     | Net cash (used for) investing activities                                                                  |                                                           |                                           | (63,672  | )       |         |            | (65,929 | )      
|                                             |                                                                                                     |                                                                                                           |                                                           |                                           |          |         |         |           
|Financing Activities:                        |                                                                                                     |                                                                                                           |                                                           |                                           |          |         |         |           
|                                            
|                                            
|                                            
|                                            
|                                             | Repurchase of Units                                                                                 |                                                                                                           |                                                           |                                          |          |         |         | (119,633   | )      
|                                            
|                                            
|                                            
|                                            
|                                             | Proceeds from exercise of share options                                                             |                                                                                                           |                                                           | 12,572                                    |          |         |         | 1,510      |        
|                                            
|                                            
|                                            
|                                            
|                                             | Redemption of Units for cash                                                                        |                                                                                                           |                                                           |                                          |          |         |         | (3,780     | )      
|                                            
|                                            
|                                            
|                                            
|                                             | Distributions to unitholders                                                                        |                                                                                                           |                                                           | (487                                      | )        |         |         | (2,154     | )      
|                                            
|                                            
|                                            
|                                            
|                                             | Payment of preferred distributions                                                                  |                                                                                                           |                                                           | (10,884                                   | )        |         |         | (10,884    | )      
|                                            
|                                            
|                                            
|                                            
|                                             | Repurchase of preferred units, including
	transaction costs                                         |                                                                                                           |                                                           |                                          |          |         |         | (890       | )      
|                                            
|                                            
|                                            
|                                            
|                                             | Distributions to minority interests in partially
	owned properties                                  |                                                                                                           |                                                           | (2,161                                    | )        |         |         |           |        
|                                            
|                                            
|                                            
|                                            
|                                             | Proceeds from unsecured notes                                                                       |                                                                                                           |                                                           |                                          |          |         |         | 499,320    |        
|                                            
|                                            
|                                            
|                                            
|                                             | Proceeds from lines of credit                                                                       |                                                                                                           |                                                           | 1,646,700                                 |          |         |         | 1,075,100  |        
|                                            
|                                            
|                                            
|                                            
|                                             | Principal payments on mortgage debt                                                                 |                                                                                                           |                                                           | (130,315                                  | )        |         |         | (168,134   | )      
|                                            
|                                            
|                                            
|                                            
|                                             | Principal payments on lines of credit                                                               |                                                                                                           |                                                           | (1,660,200                                | )        |         |         | (1,296,100 | )      
|                                            
|                                            
|                                            
|                                            
|                                             | Payments of loan costs                                                                              |                                                                                                           |                                                           |                                          |          |         |         | (3,877     | )      
|                                             |                                                                                                     |                                                                                                           |                                                           |                                           |          |         |         |           
|                                             |                                                                                                     | Net cash (used for) financing activities                                                                  |                                                           |                                           | (144,775 | )       |         |            | (29,522 | )      
|                                             |                                                                                                     |                                                                                                           |                                                           |                                           |          |         |         |           
|                                             | Net (decrease) increase in cash and cash
	equivalents                                               |                                                                                                           |                                                           | (15,646                                   | )        |         |         | 14,038     |        
|                                            
|                                            
|                                            
|                                            
|                                             | Cash and cash equivalents at the beginning of the
	period                                           |                                                                                                           |                                                           | 53,256                                    |          |         |         | 2,338      |        
|                                             |                                                                                                     |                                                                                                           |                                                           |                                           |          |         |         |           
|                                             | Cash and cash equivalents at the end of the period                                                  |                                                                                                           | $                                                         | 37,610                                    |          |         | $       | 16,376     |        
|                                             |                                                                                                     |                                                                                                           |                                                           |                                           |          |         |         |           
|Supplemental Information:                    |                                                                                                     |                                                                                                           |                                                           |                                           |          |         |         |           
|                                            
|                                            
|                                            
|                                            
|                                             | Interest paid during the period, including
	capitalized interest of $5,027 and $5,143, respectively |                                                                                                           | $                                                         | 183,540                                   |          |         | $       | 132,470    |        
|                                             |                                                                                                     |                                                                                                           |                                                           |                                           |          |         |         |           
|Non-Cash Investing and Financing Activities: |                                                                                                     |                                                                                                           |                                                           |                                           |          |         |         |           
|                                            
|                                            
|                                            
|                                            
|                                             | Escrow deposits provided by property dispositions                                                   |                                                                                                           |                                                           |                                          |          |         | $       | (45,620    | )      
|                                             |                                                                                                     |                                                                                                           |                                                           |                                           |          |         |         |           

See accompanying notes.

5



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##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP






NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)


The consolidated financial statements of EOP Partnership have
been prepared pursuant to the Securities and Exchange Commission
(SEC) rules and regulations. The following notes
highlight significant changes to the notes to the
December 31, 2000 audited consolidated financial statements
of EOP Partnership and should be read in conjunction with the
financial statements and notes thereto included in the
Form 10-K and present interim disclosures as required by
the SEC.

NOTE 1  BUSINESS AND FORMATION OF EOP
PARTNERSHIP

As used herein, EOP Partnership means EOP Operating
Limited Partnership, a Delaware limited partnership, together
with its subsidiaries. EOP Partnership is a subsidiary of Equity
Office Properties Trust (Equity Office), a Maryland
real estate investment trust, which was formed on
October 9, 1996 to continue and expand the national office
property business organized by Mr. Samuel Zell, Chairman of the
Board of Trustees of Equity Office, and to complete the
consolidation of the Equity Office Predecessors (the
Consolidation). Equity Office completed its initial
public offering (the IPO) on July 11, 1997
having sold its common shares of beneficial interest, $0.01 par
value per share (Common Shares). The net proceeds of
the IPO were contributed to EOP Partnership in exchange for
units of partnership interest (Units). EOP
Partnership is a fully integrated, self-administered and
self-managed real estate company engaged in acquiring, owning,
managing, developing, leasing and renovating office properties
and parking facilities. Equity Offices assets, which
include investments in joint ventures, are owned by, and
substantially all of its operations are conducted through EOP
Partnership. Equity Office is the general partner of EOP
Partnership. Equity Office has elected to be taxed as a real
estate investment trust (REIT) for federal income
tax purposes and generally will not be subject to federal income
tax if it distributes 100% of its taxable income and complies
with a number of organizational and operational requirements. As
of March 31, 2001, EOP Partnership owned or had an interest
in 380 office properties (the Office Properties)
containing approximately 99.0 million rentable square feet of
office space and owned nine stand-alone parking facilities (the
Parking Facilities and, together with the Office
Properties, the Properties) containing approximately
14,244 parking spaces. The weighted average occupancy for the
Office Properties at March 31, 2001, was approximately
94.2%. The Office Properties are located in 103 submarkets
in 37 markets in 24 states and the District of
Columbia. The Office Properties, by rentable square feet, are
located approximately 51.3% in central business districts
(CBDs) and 48.7% in suburban markets.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Basis of Presentation

The consolidated financial statements represent the financial
condition and results of EOP Partnership and its subsidiaries.
All intercompany transactions and balances have been eliminated
in consolidation.

Use of Estimates

The preparation of the consolidated financial statements in
conformity with accounting principles generally accepted in the
United States requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.

Unaudited Interim Statements

The consolidated financial statements as of and for the three
months ended March 31, 2001 and 2000 and related footnote
disclosures are unaudited. In the opinion of management, such
financial statements reflect all

6



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)


(Unaudited)


adjustments necessary for a fair presentation of the results of
the interim periods. All such adjustments are of a normal,
recurring nature.

Reclassifications




Certain reclassifications have been made to the previously
reported 2000 statements in order to provide comparability with
the 2001 statements reported herein. These reclassifications
have not changed the 2000 results or combined partners
capital and redeemable units.




NOTE 3  DISPOSITIONS

On January 25, 2001, Warner Park Center in Woodland Hills,
CA was disposed of for approximately $8.95 million to Adler
Realty Advisors, Inc. and its investors. There was no gain or
loss on the sale of Warner Park Center. The building consisted
of 57,366 square feet and was 66.3% occupied.

NOTE 4  INVESTMENT IN UNCONSOLIDATED JOINT
VENTURES

EOP Partnership has several investments in unconsolidated joint
ventures consisting of Office Properties, Parking Facilities, a
management company and a company that provides fully furnished
office space to tenants. Combined summarized financial
information of the unconsolidated joint ventures is as follows:

|                                                                                                                                                                 |                                    |                                                           |           |           |           |   |           |           |           | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------- | --------------------------------------------------------- | --------- | --------- | --------- | - | --------- | --------- | --------- | 
|                                                                                                                                                                 |                                    | December 31,                                              |           | March 31,
|(Dollars in thousands)                                                                                                                                           |                                    | 2000                                                      |           | 2001     
|                                                                                                                                                                 |                                    |                                                           |           |          
|Balance Sheets:                                                                                                                                                  |                                    |                                                           |           |           |           |   |           |          
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                 | Real estate, net                   |                                                           | $         | 2,912,972 |           |   | $         | 2,928,225 |          
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                 | Other assets                       |                                                           |           | 226,183   |           |   |           | 239,267   |          
|                                                                                                                                                                 |                                    |                                                           |           |           |           |   |           |          
|                                                                                                                                                                 |                                    | Total Assets                                              |           | $         | 3,139,155 |   |           | $         | 3,167,492 | 
|                                                                                                                                                                 |                                    |                                                           |           |           |           |   |           |          
|                                                                                                                                                                 | Mortgage debt                      |                                                           | $         | 1,335,100 |           |   | $         | 1,333,304 |          
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                 | Other liabilities                  |                                                           |           | 131,850   |           |   |           | 138,210   |          
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                 | Partners and shareholders equity |                                                           |           | 1,672,205 |           |   |           | 1,695,978 |          
|                                                                                                                                                                 |                                    |                                                           |           |           |           |   |           |          
|                                                                                                                                                                 |                                    | Total Liabilities and Partners and
	Shareholders Equity |           | $         | 3,139,155 |   |           | $         | 3,167,492 | 
|                                                                                                                                                                 |                                    |                                                           |           |           |           |   |           |          
|EOP Partnerships share of equity                                                                                                                                |                                    | $                                                         | 1,002,226 |           |           | $ | 1,016,213 |          
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|Net excess of cost of investments over/under the
	net book value of underlying net assets, net of accumulated
	depreciation of $18,061 and $16,905, respectively |                                    |                                                           | 132,979   |           |           |   | 148,400   |          
|                                                                                                                                                                 |                                    |                                                           |           |           |           |   |           |          
|Carrying value of investments in unconsolidated
	joint ventures                                                                                                  |                                    | $                                                         | 1,135,205 |           |           | $ | 1,164,613 |          
|                                                                                                                                                                 |                                    |                                                           |           |           |           |   |           |          
|EOP Partnerships share of unconsolidated
	mortgage debt                                                                                                         |                                    | $                                                         | 835,873   |           |           | $ | 834,093   |          
|                                                                                                                                                                 |                                    |                                                           |           |           |           |   |           |          

7



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)


(Unaudited)


|                                                                                |                                                                          |                               |                |         |        |         |        |        |        |        | 
|------------------------------------------------------------------------------- | ------------------------------------------------------------------------ | ----------------------------- | -------------- | ------- | ------ | ------- | ------ | ------ | ------ | ------ | 
|                                                                                |                                                                          |                              
|                                                                                |                                                                          | For the three months         
|                                                                                |                                                                          | ended March 31,              
|                                                                                |                                                                          |                              
|(Dollars in thousands)                                                          |                                                                          | 2001                          |                | 2000   
|                                                                                |                                                                          |                               |                |        
|Statements of Operations:                                                       |                                                                          |                               |                |         |        |         |        |       
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Revenues                                                                 |                               | $              | 130,819 |        |         | $      | 71,270 |       
|                                                                                |                                                                          |                               |                |         |        |         |        |       
|                                                                                | Expenses:                                                                |                               |                |         |        |         |        |        |       
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                |                                                                          | Interest expense              |                |         | 25,310 |         |        |        | 10,741 |       
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                |                                                                          | Depreciation and amortization |                |         | 20,980 |         |        |        | 12,072 |       
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                |                                                                          | Operating expenses            |                |         | 55,643 |         |        |        | 27,978 |       
|                                                                                |                                                                          |                               |                |         |        |         |        |       
|                                                                                |                                                                          |                               | Total expenses |         |        | 101,933 |        |        |        | 50,791 | 
|                                                                                |                                                                          |                               |                |         |        |         |        |       
|                                                                                | Net income before cumulative effect of a change
	in accounting principle |                               |                | 28,886  |        |         |        | 20,479 |       
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Cumulative effect of a change in accounting
	principle                   |                               |                | (2,279  | )      |         |        |       |       
|                                                                                |                                                                          |                               |                |         |        |         |        |       
|                                                                                | Net income                                                               |                               | $              | 26,607  |        |         | $      | 20,479 |       
|                                                                                |                                                                          |                               |                |         |        |         |        |       
|EOP Partnerships share of net income                                           |                                                                          | $                             | 15,426         |         |        | $       | 11,374 |       
|                                                                                |                                                                          |                               |                |         |        |         |        |       
|EOP Partnerships share of interest expense                                     |                                                                          | $                             | 16,415         |         |        | $       | 5,114  |       
|                                                                                |                                                                          |                               |                |         |        |         |        |       
|EOP Partnerships share of depreciation and
	amortization (real estate related) |                                                                          | $                             | 12,677         |         |        | $       | 7,259  |       
|                                                                                |                                                                          |                               |                |         |        |         |        |       

NOTE 5  MORTGAGE DEBT

The following mortgage notes were repaid or prepaid with
available cash and/ or borrowings from the line of credit during
the current quarter:

|          |  |                            |  |                |         | 
|--------- |  | -------------------------- |  | -------------- | ------- | 
|          |  |                            |  | Payoff Amount 
|Date Paid |  | Property                   |  | (in thousands)
|          |  |                            |  |               
|1/19/2001 |  | Palo Alto Square           |  | $              | 49,950  | 
|2/15/2001 |  | Community Corporate Center |  |                | 16,553  | 
|2/23/2001 |  | Wachovia Center            |  |                | 25,314  | 
|2/28/2001 |  | Centerpointe I & II        |  |                | 29,012  | 
|          |  |                            |  |                |         | 
|          |  | Total                      |  | $              | 120,829 | 
|          |  |                            |  |                |         | 

8



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)


(Unaudited)





NOTE 6  PARTNERS CAPITAL







Units







The following table presents the changes in the issued and
outstanding Units held by Equity Office since January 1,
2001:







|                                                                                                  |  |  |             | 
|------------------------------------------------------------------------------------------------- |  |  | ----------- | 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Outstanding at January 1, 2001                                                                    |  |  | 305,248,752 | 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Units issued to Equity Office related to Common
	Shares issued in exchange for redeemable units   |  |  | 898,746     | 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Issued to Equity Office related to Common Shares
	issued for share option exercises               |  |  | 537,063     | 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Restricted Units issued/cancelled, net                                                            |  |  | 598,066     | 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Units issued in exchange for the conversion of
	10,000 Series B Preferred Units                   |  |  | 14,005      | 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Units issued to Equity Office for Common Shares
	issued through the Dividend Reinvestment Program |  |  | 1,743       | 
|                                                                                                  |  |  |             | 
|Outstanding at March 31, 2001                                                                     |  |  | 307,298,375 | 
|                                                                                                  |  |  |             | 




Preferred Units

On March 29, 2001, a holder of 10,000 Series B
Preferred Units exercised its right to convert its Series B
Preferred Units into 14,005 Units.

Distributions

The following tables summarize the distributions paid or
declared to unitholders and preferred unitholders during the
current quarter:

|                         |  |              |           |           |  |             |           |  |  |  |           | 
|------------------------ |  | ------------ | --------- | --------- |  | ----------- | --------- |  |  |  | --------- | 
|                         |  | Distribution |           |           |  |            
|                         |  | Amount       |           |           |  |            
|                         |  | per Unit     |           | Date Paid |  | Record Date
|                         |  |              |           |           |  |            
|Units                    |  | $            | 0.45      |           |  |             | 4/16/2001 |  |  |  | 3/30/2001 | 
|                        
|                        
|                        
|                        
|Series A Preferred Units |  | $            | 0.56125   |           |  |             | 3/15/2001 |  |  |  | 3/1/2001  | 
|                        
|                        
|                        
|                        
|Series B Preferred Units |  | $            | 0.65625   |           |  |             | 2/15/2001 |  |  |  | 2/1/2001  | 
|                        
|                        
|                        
|                        
|Series C Preferred Units |  | $            | 0.5390625 |           |  |             | 3/15/2001 |  |  |  | 3/1/2001  | 

NOTE 7  CUMULATIVE EFFECT OF A CHANGE IN
ACCOUNTING PRINCIPLE

In June 1998, the FASB issued Statement No. 133
Accounting for Derivative Instruments and Hedging
Activities. The statement requires recording all
derivative instruments as assets or liabilities, measured at
fair value. Derivatives that are not hedges must be adjusted to
fair value through income. If the derivative is a hedge,
depending on the nature of the hedge, changes in the fair value
of derivatives will either be offset against the hedge in fair
value of the hedged assets, liabilities, or firm commitments
through earnings or recognized in other comprehensive income
until the hedged item is recognized in earnings. The ineffective
portion of a derivatives change in fair value will be
immediately recognized in earnings. The standards
effective date was deferred by FASB Statement No. 137 to
all fiscal years beginning after June 15, 2000. EOP
Partnership adopted the standard on January 1, 2001, and
recorded a cumulative effect of a change in accounting principle
resulting in a loss of approximately $1.1 million in
connection with EOP Partnerships share of the cumulative
effect of a change in accounting principle recorded on an
interest rate cap in place at a property held through a joint
venture.

9



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)


(Unaudited)


NOTE 8  EARNINGS PER UNIT

The following table sets forth the computation of basic and
diluted earnings per Unit and unit equivalent:

|                                                                                                            |                                                                                                                                                         |                                                                                                 |         |             |           |   |         |             |           | 
|----------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ------- | ----------- | --------- | - | ------- | ----------- | --------- | 
|                                                                                                            |                                                                                                                                                         |                                                                                                
|                                                                                                            |                                                                                                                                                         | For the three months ended                                                                     
|                                                                                                            |                                                                                                                                                         | March 31,                                                                                      
|                                                                                                            |                                                                                                                                                         |                                                                                                
|(Dollars in thousands, except per unit data)                                                                |                                                                                                                                                         | 2001                                                                                            |         | 2000       
|                                                                                                            |                                                                                                                                                         |                                                                                                 |         |            
|Numerator:                                                                                                  |                                                                                                                                                         |                                                                                                 |         |             |           |   |         |            
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Net income available for Units before net gain on
	sales of real estate, extraordinary items and cumulative effect
	of a change in accounting principle |                                                                                                 | $       | 138,280     |           |   | $       | 100,773     |          
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Net gain on sales of real estate                                                                                                                        |                                                                                                 |         |            |           |   |         | 3,862       |          
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Extraordinary items                                                                                                                                     |                                                                                                 |         |            |           |   |         | (611        | )        
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Cumulative effect of a change in accounting
	principle                                                                                                  |                                                                                                 |         | (1,142      | )         |   |         |            |          
|                                                                                                            |                                                                                                                                                         |                                                                                                 |         |             |           |   |         |            
|Numerator for basic and diluted earnings per
	Unit  net income available for Units and unit
	equivalents   |                                                                                                                                                         | $                                                                                               | 137,138 |             |           | $ | 104,024 |            
|                                                                                                            |                                                                                                                                                         |                                                                                                 |         |             |           |   |         |            
|Denominator:                                                                                                |                                                                                                                                                         |                                                                                                 |         |             |           |   |         |            
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Denominator for basic earnings per
	Unit  weighted average Units outstanding                                                                           |                                                                                                 |         | 348,476,502 |           |   |         | 281,380,638 |          
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Effect of dilutive securities:                                                                                                                          |                                                                                                 |         |             |           |   |         |             |          
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            |                                                                                                                                                         | Units issuable upon exercise of Equity Office
	share Options, put options and restricted shares |         |             | 2,924,351 |   |         |             | 2,188,010 | 
|                                                                                                            |                                                                                                                                                         |                                                                                                 |         |             |           |   |         |            
|                                                                                                            | Denominator for diluted earnings per
	Unit  adjusted weighted average Units and unit
	equivalents outstanding                                          |                                                                                                 |         | 351,400,853 |           |   |         | 283,568,648 |          
|                                                                                                            |                                                                                                                                                         |                                                                                                 |         |             |           |   |         |            
|Basic earnings available for Units per
	weighted average Unit:                                              |                                                                                                                                                         |                                                                                                 |         |             |           |   |         |            
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Net income before net gain on sales of real
	estate, extraordinary items and cumulative effect of a change in
	accounting principle                     |                                                                                                 | $       | 0.40        |           |   | $       | 0.36        |          
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Net gain on sales of real estate                                                                                                                        |                                                                                                 |         |            |           |   |         | 0.01        |          
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Extraordinary items                                                                                                                                     |                                                                                                 |         |            |           |   |         |            |          
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Cumulative effect of a change in accounting
	principle                                                                                                  |                                                                                                 |         | (0.01       | )         |   |         |            |          
|                                                                                                            |                                                                                                                                                         |                                                                                                 |         |             |           |   |         |            
|                                                                                                            | Net income                                                                                                                                              |                                                                                                 | $       | 0.39        |           |   | $       | 0.37        |          
|                                                                                                            |                                                                                                                                                         |                                                                                                 |         |             |           |   |         |            
|Diluted earnings available for Units and unit
	equivalents per weighted average Units and unit equivalents: |                                                                                                                                                         |                                                                                                 |         |             |           |   |         |            
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Net income before net gain on sales of real
	estate, extraordinary items and cumulative effect of a change in
	accounting principle                     |                                                                                                 | $       | 0.39        |           |   | $       | 0.36        |          
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Net gain on sales of real estate                                                                                                                        |                                                                                                 |         |            |           |   |         | 0.01        |          
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Extraordinary items                                                                                                                                     |                                                                                                 |         |            |           |   |         |            |          
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                           
|                                                                                                            | Cumulative effect of a change in accounting
	principle                                                                                                  |                                                                                                 |         |            |           |   |         |            |          
|                                                                                                            |                                                                                                                                                         |                                                                                                 |         |             |           |   |         |            
|                                                                                                            | Net income                                                                                                                                              |                                                                                                 | $       | 0.39        |           |   | $       | 0.37        |          
|                                                                                                            |                                                                                                                                                         |                                                                                                 |         |             |           |   |         |            

10



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)


(Unaudited)


The following securities were not included in the computation of
diluted earnings per Unit and unit equivalent since they would
have an antidilutive effect:

|                         |       |                  |        |                            |  |      |           |            |  |  |           |            | 
|------------------------ | ----- | ---------------- | ------ | -------------------------- |  | ---- | --------- | ---------- |  |  | --------- | ---------- | 
|                         |       |                  |        |                           
|                         |       |                  |        | For the three months ended
|                         |       |                  |        | March 31,                 
|                         |       | Weighted Average |        |                           
|Antidilutive Securities  |       | Exercise Price   |        | 2001                       |  | 2000
|                         |       |                  |        |                            |  |     
|Share options            |       | $                | 30.340 |                            |  |      | 3,077,389 |            |  |  |          |           
|                        
|                        
|                        
|                        
|Share options            |       | $                | 30.030 |                            |  |      |          |            |  |  | 3,396,317 |           
|                        
|                        
|                        
|                        
|Series B Preferred Units |       | $                | 35.700 |                            |  |      | 6,000,000 |            |  |  | 6,000,000 |           
|                        
|                        
|                        
|                        
|Warrants                 |       | $                | 39.375 |                            |  |      | 5,000,000 |            |  |  | 5,000,000 |           
|                         |       |                  |        |                            |  |      |           |            |  |  |           |           
|                         | Total |                  |        |                            |  |      |           | 14,077,389 |  |  |           | 14,396,317 | 
|                         |       |                  |        |                            |  |      |           |            |  |  |           |           

NOTE 9  SEGMENT INFORMATION




As discussed in Note 1, EOP Partnerships primary
business is the ownership and operation of Office Properties.
Management operates each Office Property as an individual
operating segment and has aggregated these operating segments
into a single operating segment for financial reporting purposes
due to the fact that each of the individual operating segments
have similar economic characteristics. EOP Partnerships
long-term tenants are in a variety of businesses and no single
tenant is significant to EOP Partnerships business. The
Property Operating Revenues generated at the Corporate and Other
segment consist of revenues earned by the Parking Facilities
primarily from the rental of parking spaces. The Other Revenues
generated at the Corporate and Other segment consist primarily
of fee income from the management of office properties owned by
third parties and interest and dividend income on various
investments. Information related to this segment for the three
months ended March 31, 2001 and 2000 is below:




|                                                                                                                                                                    |                                           |                                           |            |           |   |              |          |          |   |   |            |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | ----------------------------------------- | ---------- | --------- | - | ------------ | -------- | -------- | - | - | ---------- | -------- | -
|                                                                                                                                                                    |                                           |                                          
|                                                                                                                                                                    |                                           | For the three months ended March 31, 2001
|                                                                                                                                                                    |                                           |                                          
|                                                                                                                                                                    |                                           | Office                                    |            | Corporate |   |             
|(Dollars in thousands)                                                                                                                                              |                                           | Properties                                |            | and Other |   | Consolidated
|                                                                                                                                                                    |                                           |                                           |            |           |   |             
|Property Operating Revenues                                                                                                                                         |                                           | $                                         | 645,462    |           |   | $            | 4,747    |          |   | $ | 650,209    |         
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Property Operating Expenses                                                                                                                                         |                                           |                                           | (213,415   | )         |   |              | (1,176   | )        |   |   | (214,591   | )       
|                                                                                                                                                                    |                                           |                                           |            |           |   |              |          |          |   |   |            |         
|                                                                                                                                                                    | Net operating income                      |                                           |            | 432,047   |   |              |          | 3,571    |   |   |            | 435,618  |  
|                                                                                                                                                                    |                                           |                                           |            |           |   |              |          |          |   |   |            |         
|Adjustments to arrive at net income:                                                                                                                                |                                           |                                           |            |           |   |              |          |          |   |   |            |         
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                    | Other revenues                            |                                           |            | 1,133     |   |              |          | 11,874   |   |   |            | 13,007   |  
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                    | Interest expense(1)                       |                                           |            | (52,600   | ) |              |          | (105,340 | ) |   |            | (157,940 | )
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                    | Depreciation and amortization             |                                           |            | (118,531  | ) |              |          | (6,443   | ) |   |            | (124,974 | )
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                    | Ground rent                               |                                           |            | (3,081    | ) |              |          |         |   |   |            | (3,081   | )
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                    | General and administrative                |                                           |            | (47       | ) |              |          | (25,592  | ) |   |            | (25,639  | )
|                                                                                                                                                                    |                                           |                                           |            |           |   |              |          |          |   |   |            |         
|                                                                                                                                                                    | Total adjustments to arrive at net income |                                           |            | (173,126  | ) |              |          | (125,501 | ) |   |            | (298,627 | )
|                                                                                                                                                                    |                                           |                                           |            |           |   |              |          |          |   |   |            |         
|Income before allocation to minority interests,
	income from investment in unconsolidated joint ventures and
	cumulative effect of a change in accounting principle |                                           |                                           | 258,921    |           |   |              | (121,930 | )        |   |   | 136,991    |         
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Minority interests                                                                                                                                                  |                                           |                                           | (3,253     | )         |   |              |         |          |   |   | (3,253     | )       
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Income from investment in unconsolidated joint
	ventures                                                                                                            |                                           |                                           | 15,208     |           |   |              | 218      |          |   |   | 15,426     |         
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Cumulative effect of a change in accounting
	principle                                                                                                              |                                           |                                           | (1,142     | )         |   |              |         |          |   |   | (1,142     | )       
|                                                                                                                                                                    |                                           |                                           |            |           |   |              |          |          |   |   |            |         
|Net income                                                                                                                                                          |                                           | $                                         | 269,734    |           |   | $            | (121,712 | )        |   | $ | 148,022    |         
|                                                                                                                                                                    |                                           |                                           |            |           |   |              |          |          |   |   |            |         
|Capital and tenant improvements                                                                                                                                     |                                           | $                                         | 47,746     |           |   | $            | 6,164    |          |   | $ | 53,910     |         
|                                                                                                                                                                    |                                           |                                           |            |           |   |              |          |          |   |   |            |         
|Total Assets                                                                                                                                                        |                                           | $                                         | 18,122,318 |           |   | $            | 600,980  |          |   | $ | 18,723,298 |         
|                                                                                                                                                                    |                                           |                                           |            |           |   |              |          |          |   |   |            |         

11



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)


(Unaudited)


|                                                                                                                                                                    |                                           |                            |          |           |   |              |         |         |   |   |          |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | -------------------------- | -------- | --------- | - | ------------ | ------- | ------- | - | - | -------- | -------- | -
|                                                                                                                                                                    |                                           |                           
|                                                                                                                                                                    |                                           | For the three months ended
|                                                                                                                                                                    |                                           | March 31, 2000            
|                                                                                                                                                                    |                                           |                           
|                                                                                                                                                                    |                                           | Office                     |          | Corporate |   |             
|(Dollars in thousands)                                                                                                                                              |                                           | Properties                 |          | and Other |   | Consolidated
|                                                                                                                                                                    |                                           |                            |          |           |   |             
|Property Operating Revenues                                                                                                                                         |                                           | $                          | 450,992  |           |   | $            | 9,944   |         |   | $ | 460,936  |         
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Property Operating Expenses                                                                                                                                         |                                           |                            | (152,646 | )         |   |              | (2,691  | )       |   |   | (155,337 | )       
|                                                                                                                                                                    |                                           |                            |          |           |   |              |         |         |   |   |          |         
|                                                                                                                                                                    | Net operating income                      |                            |          | 298,346   |   |              |         | 7,253   |   |   |          | 305,599  |  
|                                                                                                                                                                    |                                           |                            |          |           |   |              |         |         |   |   |          |         
|Adjustments to arrive at net income:                                                                                                                                |                                           |                            |          |           |   |              |         |         |   |   |          |         
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                    | Other revenues                            |                            |          | 2,918     |   |              |         | 5,021   |   |   |          | 7,939    |  
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                    | Interest expense(1)                       |                            |          | (27,505   | ) |              |         | (73,027 | ) |   |          | (100,532 | )
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                    | Depreciation and amortization             |                            |          | (85,457   | ) |              |         | (4,195  | ) |   |          | (89,652  | )
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                    | Ground rent                               |                            |          | (2,011    | ) |              |         | (13     | ) |   |          | (2,024   | )
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                    | General and administrative                |                            |          | (112      | ) |              |         | (19,539 | ) |   |          | (19,651  | )
|                                                                                                                                                                    |                                           |                            |          |           |   |              |         |         |   |   |          |         
|                                                                                                                                                                    | Total adjustments to arrive at net income |                            |          | (112,167  | ) |              |         | (91,753 | ) |   |          | (203,920 | )
|                                                                                                                                                                    |                                           |                            |          |           |   |              |         |         |   |   |          |         
|Income before allocation to minority interests,
	income from investment in unconsolidated joint ventures, net
	gain on sales of real estate and extraordinary items |                                           |                            | 186,179  |           |   |              | (84,500 | )       |   |   | 101,679  |         
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Minority interests                                                                                                                                                  |                                           |                            | (438     | )         |   |              | (115    | )       |   |   | (553     | )       
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Income from investment in unconsolidated joint
	ventures                                                                                                            |                                           |                            | 11,361   |           |   |              | 13      |         |   |   | 11,374   |         
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Net gain on sales of real estate                                                                                                                                    |                                           |                            | 3,862    |           |   |              |        |         |   |   | 3,862    |         
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|                                                                                                                                                                   
|Extraordinary items                                                                                                                                                 |                                           |                            | (611     | )         |   |              |        |         |   |   | (611     | )       
|                                                                                                                                                                    |                                           |                            |          |           |   |              |         |         |   |   |          |         
|Net income                                                                                                                                                          |                                           | $                          | 200,353  |           |   | $            | (84,602 | )       |   | $ | 115,751  |         
|                                                                                                                                                                    |                                           |                            |          |           |   |              |         |         |   |   |          |         
|Capital and tenant improvements                                                                                                                                     |                                           | $                          | 45,348   |           |   | $            | 4,677   |         |   | $ | 50,025   |         
|                                                                                                                                                                    |                                           |                            |          |           |   |              |         |         |   |   |          |         




|    |                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------
|(1) | Interest expense for the Office Properties does not include an
	allocation of interest expense on corporate unsecured debt.

NOTE 10  PENDING MERGER WITH SPIEKER PROPERTIES,
INC.




On February 22, 2001, Equity Office and Spieker Properties,
Inc. (Spieker) entered into a merger agreement in
which Spieker will merge into Equity Office and Spieker
Properties, L.P. (Spieker Partnership),
Spiekers operating partnership subsidiary, will merge into
EOP Partnership (the Spieker Merger). The
transaction values Spieker (including the outside interests in
Spieker Partnership) at approximately $7.3 billion, which
includes transaction costs and the assumption of approximately
$2.1 billion in debt and $356.3 million in preferred
stock and partnership units. EOP Partnership will pay
approximately $1.2 billion in cash and issue approximately
117.7 million new EOP Partnership Units and
14.3 million new EOP Partnership preferred units in the
transaction. EOP Partnership intends to finance the
$1.2 billion cash portion of the purchase price using a
combination of available borrowing capacity under the line of
credit and a new bridge loan facility to be entered into before
the closing of the merger. In May 2001, Equity Office received a
commitment for a $1.0 billion bridge loan facility with a
term of 364 days at an interest rate based on LIBOR plus
80 basis points, subject to Equity Offices credit
rating. Equity Office will guarantee any outstanding obligation
under the bridge loan credit facility. EOP Partnership and
Equity Office have agreed, jointly and severally, to pay a
commitment fee of 20 basis points, or $2.0 million, if the
bridge facility is not refinanced within 120 days from the
date funding.




Following the Spieker Merger, EOP Partnership is expected to own
and operate approximately 124 million square feet of office
space nationwide, which includes 25 million square feet of
office space

12



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)


(Unaudited)


attributable to Spieker. EOP Partnership is expected to acquire
Spiekers industrial portfolio of approximately
12.7 million square feet and its development properties
totaling approximately 1.7 million square feet.

Upon completion of the Spieker Merger, Equity Office will expand
its Board of Trustees from 13 to 16 members. The new
members will be Warren E. Spieker, Jr., chairman of
Spieker, and Co-Chief Executive Officers Craig G. Vought and
John A. Foster.

The Spieker Merger, which will be accounted for using purchase
accounting, is subject to the approval of the shareholders of
Equity Office and Spieker and the partners of EOP Partnership
and Spieker Partnership, as applicable, and to other customary
conditions.

NOTE 11  COMMITMENTS AND CONTINGENCIES

Concentration of Credit Risk

EOP Partnership maintains its cash and cash equivalents at
financial institutions. The combined account balances at each
institution typically exceed FDIC insurance coverage and, as a
result, there is a concentration of credit risk related to
amounts on deposit in excess of FDIC insurance coverage.
Management of EOP Partnership believes that the risk is not
significant.

Environmental

EOP Partnership, as an owner of real estate, is subject to
various environmental laws of federal and local governments.
Compliance by EOP Partnership with existing laws has not had a
material adverse effect on EOP Partnerships financial
condition and results of operations, and management does not
believe it will have such an impact in the future. However, EOP
Partnership cannot predict the impact of new or changed laws or
regulations on its current Properties or on properties that it
may acquire in the future.

Litigation

Neither EOP Partnership nor any of its Properties is presently
subject to material litigation nor, to EOP Partnerships
knowledge, is any litigation threatened against EOP Partnership
or any of the Properties, other than routine actions for
negligence and other claims and administrative proceedings
arising in the ordinary course of business, some of which are
expected to be covered by liability insurance and all of which
collectively are not expected to have a material adverse effect
on the liquidity, results of operations, or business or
financial condition of EOP Partnership.

Insurance

EOP Partnership is self-insured for certain amounts related to
losses that may be incurred at the Properties and has third
party insurance coverage for specified amounts above the
deductible amounts. However, management does not believe that
this exposure will have a material adverse effect on EOP
Partnership.

EOP Partnership carries earthquake insurance on all of the
Properties, including those located in California, subject to
coverage limitations which EOP Partnership believes are
commercially reasonable. In light of the California earthquake
risk, California building codes since the early 1970s have
established construction standards for all new buildings. The
current and strictest construction standards were adopted in
1987. Of the 103 Properties located in California, 19 have
been built since January 1, 1988, and EOP Partnership
believes that all of the Properties were constructed in full
compliance with the applicable standards existing at the time of
construction. No assurance can be given that material losses in
excess of insurance proceeds will not occur in the future.

13



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##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)


(Unaudited)


Commitments

In accordance with the agreement governing the investment in
Wright Runstad Associates Limited Partnership
(WRALP), EOP Partnership agreed to make available to
WRALP up to $20.0 million in additional financing or credit
support for future development. As of March 31, 2001, no
amounts have been funded pursuant to this agreement. However,
EOP Partnership has guaranteed WRALPs line of credit,
which has an outstanding balance of approximately
$16.3 million as of March 31, 2001.

Contingencies

Certain Properties owned in joint ventures with unaffiliated
parties have buy/ sell options that may be exercised to acquire
the other partners interest by either EOP Partnership or
its joint venture partner if certain conditions are met as
defined in the respective joint venture agreement.

In connection with the acquisition of certain Properties, EOP
Partnership has agreed not to sell such Properties in a taxable
transaction for a period of time as defined in their respective
agreements, or EOP Partnership may be obligated to make
additional payments to the respective sellers.




In connection with the acquisition of Worldwide Plaza on
October 1, 1998, EOP Partnership issued a transferable put
option on the 6,861,166 Units issued in the transaction, which
is exercisable only on the third anniversary of closing with an
estimated fair value of approximately $27.4 million. This
option entitles its holder to additional Common Shares, the
number of which shall be determined using a formula based on the
extent, if any, that the Common Shares are then trading at less
than $29.05 per share.




NOTE 12  SUBSEQUENT EVENTS



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | On April 30, 2001, EOP Partnership acquired the remaining
	33.3% interest in the 120 Montgomery Office Property from
	an unaffiliated party for approximately $23.8 million. The
	mortgage note encumbering the Property was prepaid. The total
	payoff was approximately $47.5 million, which included
	accrued interest of approximately $.2 million.                                                                                                                       
|  
|2. | EOP Partnership has an equity investment in Broadband Office,
	Inc., a facilities based provider of broadband data, video and
	voice communication services delivered over fiber optic
	networks. In May 2001, Broadband Office, Inc. filed for
	Chapter 11 bankruptcy protection. The management of EOP
	Partnership believes that any potential loss in its investment
	in Broadband will not have a material adverse effect on the
	financial condition of EOP Partnership.

14



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##### Table of Contents





|        |                                                                                        
|------- | ---------------------------------------------------------------------------------------
|ITEM 2. | Managements Discussion and Analysis of Financial
	Condition and Results of Operations.

Overview

The following discussion and analysis of the consolidated
financial condition and consolidated results of operations
should be read together with the consolidated financial
statements of EOP Partnership and notes thereto contained
in this Form 10-Q. Terms employed herein as defined terms,
but without definition, shall have the meaning set forth in the
notes to the financial statements. Statements contained in this
Managements Discussion and Analysis of Financial
Condition and Results of Operations, including,
without limitation, the Market Risk and
Developments disclosures, which are not
historical fact may be forward-looking statements. Such
statements (none of which is intended as a guarantee of
performance) are subject to certain risks and uncertainties,
which could cause actual results to differ materially from those
projected or anticipated. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of March 31, 2001. Among the factors that
EOP Partnership has made assumptions are the following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Future economic conditions which may have an impact upon the
	demand for office space and tenant ability to pay rent, either
	at current or at increased levels (including, without
	limitation, changes in macro-economic conditions and the demand
	for office space in California and other West Coast markets in
	which Spieker Properties has a substantial presence, as well as
	the nationwide markets in which EOP Partnership has a
	presence);
|
| |  | Equity Offices ability to merge successfully the
	operations of Spieker Properties into the Equity Office
	organization;                                                                                                                                                                                                                                                                                                                               
|
| |  | Prevailing interest rates;                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | Extent of any inflation on operating expenses;                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | EOP Partnerships ability to reduce various expenses
	as a percentage of revenues;                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | EOP Partnerships continuing ability to pay amounts
	due to its noteholders and preferred Unitholders before any
	distribution to holders of Units;                                                                                                                                                                                                                                                                                                     
|
| |  | Costs to complete and lease-up pending developments;                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | EOP Partnerships continued access to adequate credit
	facilities or other debt financing on acceptable terms,
	including amounts required for the Spieker Merger; and                                                                                                                                                                                                                                                                                  
|
| |  | Demand from EOP Partnerships customers for
	office-related services.                                                                                                                                                                                                                                                                                                                                                                                   

During the three months ended March 31, 2001,
EOP Partnership completed the following key transactions:



| |   |                                                                                               
| | - | ----------------------------------------------------------------------------------------------
| |  | Sold Warner Park Center for approximately $8.95 million;                                      
|
| |  | Paid-off approximately $120.8 million of mortgage debt
	encumbering several Office Properties.

Spieker Merger




On February 22, 2001, Equity Office and Spieker entered
into a merger agreement in which Spieker will merge into Equity
Office and Spieker Partnership will merge into EOP Partnership.
The transaction values Spieker (including the outside interests
in Spieker Partnership) at approximately $7.3 billion,
which includes transaction costs and the assumption of
approximately $2.1 billion in debt and $356.3 million
in preferred stock and partnership units. EOP Partnership
will pay approximately $1.2 billion in cash and issue
approximately 117.7 million new EOP Partnership Units
and 14.3 million new EOP Partnership preferred units
in the transaction. EOP Partnership intends to finance the
$1.2 billion cash portion of the purchase price using a
combination of available borrowing capacity under the line of
credit and a new bridge loan facility to be entered into before
the closing of the merger. In May 2001, Equity Office received a
commitment for a $1.0 billion bridge loan facility with a
term of 364 days at an interest rate based on LIBOR plus
80 basis




15



---



##### Table of Contents













Following the Spieker Merger, EOP Partnership is expected
to own and operate approximately 124 million square feet of
office space nationwide, which includes approximately
25 million square feet of office space attributable to
Spieker. EOP Partnership is expected to acquire
Spiekers industrial portfolio of approximately
12.7 million square feet and its development properties
totaling approximately 1.7 million square feet.

Results of Operations

General

The following discussion is based primarily on the consolidated
financial statements of EOP Partnership as of
March 31, 2001 and for the three months ended
March 31, 2001 and 2000.




EOP Partnership receives income primarily from rental revenue
from the Office Properties, including reimbursements from
tenants for certain operating costs, and from parking revenue
from Office Properties and Parking Facilities. As a result of
the current slowdown in economic activity, there has been an
increase in vacancy rates for office properties in substantially
all major markets in which EOP Partnership owns properties. In
particular, the San Francisco, San Jose, Seattle, Oakland,
Washington, D.C., Denver and Boston metropolitan statistical
areas, in which approximately 41.7% of EOP Partnerships
properties based on square footage are located, experienced an
increase in vacancy rates between December 31, 2000 and
March 31, 2001 ranging from 2% in Boston to 3.5% in San
Francisco based on published industry data. At March 31,
2001, vacancy rates in these markets ranged from 4.6% in San
Jose to 11.2% in Denver. During the same period, there also was
an increase in sublease space in most of the other major markets
in which EOP Partnership has office properties, ranging up to an
estimated high of 3.3% of all leasable office space in Chicago,
3.1% in Dallas and Seattle and 3.0% in San Francisco. While
market conditions within a particular metropolitan statistical
area may vary within various submarkets and property classes,
EOP Partnership believes the foregoing data are illustrative of
current market trends. Reflective of current economic
conditions, during the three months ended March 31, 2001,
EOP Partnership experienced a reduction in the number of broker
inquiries and tours at many of its properties suggesting a
reduced tenant demand for space. Although a reduction in tenant
demand ultimately may result in decreased market rents, EOP
Partnership believes that it is too soon to draw any conclusions
about where market rents ultimately will stabilize. Increases in
overall vacancy rates and sublease space and/or declines in
market rents could adversely affect EOP Partnerships
occupancy rates subsequent to the merger, the rents it can
charge on expiring leases as well as its revenues and operating
results in subsequent periods.




Below is a summary of EOP Partnerships acquisition
and disposition activity since January 1, 2000. The
buildings and total square feet shown include Properties
EOP Partnership owns in joint ventures with other partners
and reflects the total square footage of the Properties.
Excluding the joint venture partners share of

16



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##### Table of Contents





|                                   |                                |                   |     |                    |   |         |            |            |   |  |    |     |   |  |        |        |  
|---------------------------------- | ------------------------------ | ----------------- | --- | ------------------ | - | ------- | ---------- | ---------- | - |  | -- | --- | - |  | ------ | ------ | -
|                                   |                                |                   |     |                    |   |        
|                                   |                                | Office Properties |     |                   
|                                   |                                |                   |     | Parking Facilities
|                                   |                                |                   |     | Total Square       |   |        
|                                   |                                | Buildings         |     | Feet               |   | Garages |            | Spaces    
|                                   |                                |                   |     |                    |   |         |            |           
|Properties owned as of:            |                                |                   |     |                    |   |         |            |            |   |  |    |     |   |  |        |       
|                                  
|                                  
|                                  
|                                  
|January 1, 2000                    |                                |                   | 294 |                    |   |         | 77,015,610 |            |   |  | 20 |     |   |  | 20,506 |       
|                                  
|                                  
|                                  
|                                  
|                                   | Acquisitions                   |                   |     | 85                 |   |         |            | 20,980,290 |   |  |    |    |   |  |        |       |  
|                                  
|                                  
|                                  
|                                  
|                                   | Developments placed in service |                   |     | 9                  |   |         |            | 1,843,653  |   |  |    |    |   |  |        |       |  
|                                  
|                                  
|                                  
|                                  
|                                   | Dispositions                   |                   |     | (7                 | ) |         |            | (964,136   | ) |  |    | (11 | ) |  |        | (6,992 | )
|                                  
|                                  
|                                  
|                                  
|                                   | Building remeasurements        |                   |     |                   |   |         |            | 120,577    |   |  |    |    |   |  |        | 730    |  
|                                   |                                |                   |     |                    |   |         |            |            |   |  |    |     |   |  |        |       
|December 31, 2000                  |                                |                   | 381 |                    |   |         | 98,995,994 |            |   |  | 9  |     |   |  | 14,244 |       
|                                  
|                                  
|                                  
|                                  
|                                   | Dispositions                   |                   |     | (1                 | ) |         |            | (58,183    | ) |  |    |    |   |  |        |       |  
|                                  
|                                  
|                                  
|                                  
|                                   | Building remeasurements        |                   |     |                   |   |         |            | 44,568     |   |  |    |    |   |  |        |       |  
|                                   |                                |                   |     |                    |   |         |            |            |   |  |    |     |   |  |        |       
|March 31, 2001 (Total Portfolio) |                                |                   | 380 |                    |   |         | 98,982,379 |            |   |  | 9  |     |   |  | 14,244 |       
|                                   |                                |                   |     |                    |   |         |            |            |   |  |    |     |   |  |        |       

As a result of the acquisition and disposition of properties,
the financial data presented shows changes in revenues and
expenses from period-to-period. Therefore, EOP Partnership
does not believe its period-to-period financial data are
necessarily comparable. The following analysis shows changes
resulting from Properties that were held during the entire
period for the periods being compared (the Core
Portfolio) and the changes in the Total Portfolio.

As reflected in the tables below, property revenues include
rental revenues, reimbursements from tenants for certain
expenses, parking revenue, Access services revenue and other
property operating revenues. Property operating expenses include
real estate taxes, insurance, repairs and maintenance and other
property operating expenses.

17



---



##### Table of Contents





| |                                                                       
| | ----------------------------------------------------------------------
| | Comparison of the three months ended March 31, 2001
	to March 31, 2000

The table below represents selected operating information for
the Total Portfolio and for the Core Portfolio consisting of
288 Office Properties and nine Parking Facilities acquired
or placed in service on or prior to January 1, 2000.

|                                                                                                                                                                                                                            |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |        |     | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------- | --------------- | ------- | -------------- |  | ---------- | ------- | ------- |  | --------- | ------- | ------- |  | ---------- | ------ | ------ |  | - | ------- | ------- |  | - | ------- | ------- |  | - | ------ | ------ |  |  | ------ | --- | 
|                                                                                                                                                                                                                            |                |                 |         |               
|                                                                                                                                                                                                                            |                | Total Portfolio |         | Core Portfolio
|                                                                                                                                                                                                                            |                |                 |         |               
|                                                                                                                                                                                                                            |                |                 |         | Increase/      |  | %          |         |         |  | Increase/ |         | %      
|(Dollars in thousands)                                                                                                                                                                                                      |                | 2001            |         | 2000           |  | (Decrease) |         | Change  |  | 2001      |         | 2000    |  | (Decrease) |        | Change
|                                                                                                                                                                                                                            |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |       
|Property revenues                                                                                                                                                                                                           |                | $               | 650,209 |                |  | $          | 460,936 |         |  | $         | 189,273 |         |  |            | 41.1   | %      |  | $ | 467,563 |         |  | $ | 441,646 |         |  | $ | 25,917 |        |  |  | 5.9    | %  
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Fee income                                                                                                                                                                                                                  |                |                 | 2,172   |                |  |            | 2,235   |         |  |           | (63     | )       |  |            | (2.8   | )      |  |   |        |         |  |   |        |         |  |   |       |        |  |  |       |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Interest/dividend income                                                                                                                                                                                                    |                |                 | 10,835  |                |  |            | 5,704   |         |  |           | 5,131   |         |  |            | 90.0   |        |  |   | 827     |         |  |   | 517     |         |  |   | 310    |        |  |  | 60.0   |    
|                                                                                                                                                                                                                            |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |        |    
|                                                                                                                                                                                                                            | Total revenues |                 |         | 663,216        |  |            |         | 468,875 |  |           |         | 194,341 |  |            |        | 41.4   |  |   |         | 468,390 |  |   |         | 442,163 |  |   |        | 26,227 |  |  |        | 5.9 | 
|                                                                                                                                                                                                                            |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |        |    
|Interest expense                                                                                                                                                                                                            |                |                 | 157,940 |                |  |            | 100,532 |         |  |           | 57,408  |         |  |            | 57.1   |        |  |   | 32,477  |         |  |   | 30,256  |         |  |   | 2,221  |        |  |  | 7.3    |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Depreciation and amortization                                                                                                                                                                                               |                |                 | 124,974 |                |  |            | 89,652  |         |  |           | 35,322  |         |  |            | 39.4   |        |  |   | 91,302  |         |  |   | 83,259  |         |  |   | 8,043  |        |  |  | 9.7    |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Property operating expenses                                                                                                                                                                                                 |                |                 | 214,591 |                |  |            | 155,337 |         |  |           | 59,254  |         |  |            | 38.1   |        |  |   | 160,056 |         |  |   | 149,565 |         |  |   | 10,491 |        |  |  | 7.0    |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Ground rent                                                                                                                                                                                                                 |                |                 | 3,081   |                |  |            | 2,024   |         |  |           | 1,057   |         |  |            | 52.2   |        |  |   | 2,733   |         |  |   | 2,024   |         |  |   | 709    |        |  |  | 35.0   |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|General and administrative                                                                                                                                                                                                  |                |                 | 25,639  |                |  |            | 19,651  |         |  |           | 5,988   |         |  |            | 30.5   |        |  |   | (8      | )       |  |   | (17     | )       |  |   | 9      |        |  |  | (52.9  | )  
|                                                                                                                                                                                                                            |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |        |    
|                                                                                                                                                                                                                            | Total expenses |                 |         | 526,225        |  |            |         | 367,196 |  |           |         | 159,029 |  |            |        | 43.3   |  |   |         | 286,560 |  |   |         | 265,087 |  |   |        | 21,473 |  |  |        | 8.1 | 
|                                                                                                                                                                                                                            |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |        |    
|Income before allocation to minority interests,
	income from investment in unconsolidated joint ventures, net
	gain on sales of real estate, extraordinary items and cumulative
	effect of a change in accounting principle |                |                 | 136,991 |                |  |            | 101,679 |         |  |           | 35,312  |         |  |            | 34.7   |        |  |   | 181,830 |         |  |   | 177,076 |         |  |   | 4,754  |        |  |  | 2.7    |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Minority interests                                                                                                                                                                                                          |                |                 | (3,253  | )              |  |            | (553    | )       |  |           | (2,700  | )       |  |            | 488.2  |        |  |   | (1,095  | )       |  |   | (438    | )       |  |   | (657   | )      |  |  | 150.0  |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Income from investment in unconsolidated joint
	ventures                                                                                                                                                                    |                |                 | 15,426  |                |  |            | 11,374  |         |  |           | 4,052   |         |  |            | 35.6   |        |  |   | 12,001  |         |  |   | 10,008  |         |  |   | 1,993  |        |  |  | 19.9   |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Net gain on sales of real estate                                                                                                                                                                                            |                |                 |        |                |  |            | 3,862   |         |  |           | (3,862  | )       |  |            | (100.0 | )      |  |   |        |         |  |   |        |         |  |   |       |        |  |  |       |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Extraordinary items                                                                                                                                                                                                         |                |                 |        |                |  |            | (611    | )       |  |           | 611     |         |  |            | (100.0 | )      |  |   |        |         |  |   | (611    | )       |  |   | 611    |        |  |  | (100.0 | )  
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Cumulative effect of a change in accounting
	principle                                                                                                                                                                      |                |                 | (1,142  | )              |  |            |        |         |  |           | (1,142  | )       |  |            |       |        |  |   |        |         |  |   |        |         |  |   |       |        |  |  |       |    
|                                                                                                                                                                                                                            |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |        |    
|Net income                                                                                                                                                                                                                  |                | $               | 148,022 |                |  | $          | 115,751 |         |  | $         | 32,271  |         |  |            | 27.9   | %      |  | $ | 192,736 |         |  | $ | 186,035 |         |  | $ | 6,701  |        |  |  | 3.6    | %  
|                                                                                                                                                                                                                            |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |        |    
|Property revenues less property operating
	expenses before depreciation and amortization, general and
	administrative, ground rent and interest expense                                                                     |                | $               | 435,618 |                |  | $          | 305,599 |         |  | $         | 130,019 |         |  |            | 42.5   | %      |  | $ | 307,507 |         |  | $ | 292,081 |         |  | $ | 15,426 |        |  |  | 5.3    | %  
|                                                                                                                                                                                                                            |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |        |    
|Net deferred rental revenue                                                                                                                                                                                                 |                | $               | 14,324  |                |  | $          | 12,206  |         |  | $         | 2,118   |         |  |            | 17.4   | %      |  | $ | 8,094   |         |  | $ | 11,804  |         |  | $ | (3,710 | )      |  |  | (31.4  | )% 
|                                                                                                                                                                                                                            |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |        |    
|Lease termination fees                                                                                                                                                                                                      |                | $               | 6,750   |                |  | $          | 7,228   |         |  | $         | (478    | )       |  |            | (6.6   | )%     |  | $ | 1,342   |         |  | $ | 7,205   |         |  | $ | (5,863 | )      |  |  | (81.4  | )% 
|                                                                                                                                                                                                                            |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |        |    

Property Revenues

The increase in property revenues in the Core Portfolio resulted
from an increase in rental rates and a slight increase in
occupancy. The weighted average occupancy of the Core Portfolio
increased from 93.9% at January 1, 2000 to 94.1% at
March 31, 2001, mainly due to tenant rollover at various
Properties. Included in Property Revenues are lease termination
fees. These fees relate to specific tenants, each of whom has
paid a fee to terminate its lease obligations before the end of
the contractual term of the lease. Although EOP Partnership has
historically experienced similar levels of such termination
fees, there is no way of predicting the timing or amounts of
future lease termination fees.

Interest/Dividend Income

Total Portfolio interest/dividend income increased primarily as
a result of a $75 million investment in May 2000 in
Series A Convertible Cumulative Preferred Stock (the
HQ Series A Preferred Stock) of HQ Global
Workplaces, Inc. (HQ). The HQ Series A
Preferred Stock has an initial dividend rate of 13.5% per annum,
which increases by 50 basis points each year through
maturity in 2007.

18



---



##### Table of Contents



Interest Expense

Total Portfolio interest expense increased from the prior period
as a result of having a higher average outstanding debt balance
as compared to the prior period, mainly as a result of the
Cornerstone Merger, and an increase in the weighted average
interest rate. In addition, the following statistics for each
period for the Total Portfolio are as follows:



| |   |                                                                    
| | - | -------------------------------------------------------------------
| |  | Total debt to total assets increased to 46.2% from 42.3%;          
|
| |  | Interest coverage ratio decreased to 2.7 times from
	3.0 times; and
|
| |  | Weighted average interest rate increased to 7.5% from 7.3%.        

Core Portfolio interest expense increased from the prior period
due to the financing of Park Avenue Tower and 850 Third
Avenue partially offset by the paydown of mortgage debt on
certain Properties. Interest expense on unsecured notes and the
line of credit are not reflected in the Core Portfolio.

Depreciation and Amortization

Total portfolio depreciation and amortization expense increased
from the prior period as a result of Properties acquired and
capital and tenant improvements made during the periods. Core
Portfolio depreciation and amortization expense increased as a
result of capital and tenant improvements made during the
periods.

Property Operating Expenses

Core Portfolio property operating expenses increased mainly as a
result of increases in utilities, primarily electricity, and
repairs and maintenance. Utilities increased approximately
$5.4 million consisting mostly of electricity expense and
repairs and maintenance increased approximately
$3.6 million primarily due to higher wages and increases in
contract services. Management has noted the potential for
further increases in utility costs as a result of service
disruptions that have occurred in California and may occur
elsewhere. Substantially all of the office leases require the
tenant to pay, as additional rent, a portion of any increases in
operating expenses over a base amount. Equity Office believes
the majority of any increase in expenses will be offset, in
part, by expense reimbursements from tenants.

General and Administrative Expenses

General and administrative expenses increased due to an increase
in the number of employees at the corporate and regional offices
mainly as a result of hiring additional personnel due to the
Cornerstone Merger, which was anticipated, and an increase in
franchise and income taxes at certain properties. Although
general and administrative expenses are subject to increase
along with any increase in the size of the portfolio, it is also
anticipated that economies of scale may be realized with future
growth, should it occur.

Income from Investment in Unconsolidated
Joint Ventures

Income from investment in unconsolidated joint ventures
increased for the Total Portfolio due to the acquisition of an
interest in 1301 Avenue of the Americas office property in
August 2000 and the partial sale of two Office Properties
in June 2000. EOP Partnership retained an equity interest
in the Office Properties that were partially sold and accounts
for its remaining interests under the equity method of
accounting. Prior to the sale, the results of operations of such
Office Properties were consolidated.

19



---



##### Table of Contents



Access Income

EOP Partnership generates additional income by providing its
tenants with access to services and by investments in companies
that provide tenant services. Below is a table summarizing this
income:

|                                          |                                     |               |   |       |  |  |   |       |  
|----------------------------------------- | ----------------------------------- | ------------- | - | ----- |  |  | - | ----- | -
|                                          |                                     |              
|                                          |                                     | For the three
|                                          |                                     | months ended 
|                                          |                                     | March 31,    
|                                          |                                     |              
|(Dollars in thousands)                    |                                     | 2001          |   | 2000 
|                                          |                                     |               |   |      
|Revenues:                                 |                                     |               |   |       |  |  |   |      
|                                         
|                                         
|                                         
|                                         
|Other Income                              |                                     |               |   |       |  |  |   |      
|                                         
|                                         
|                                         
|                                         
|                                          | Access services(1)                  |               | $ | 3,238 |  |  | $ | 2,034 |  
|                                         
|                                         
|                                         
|                                         
|                                          | Amortization of deferred revenue(2) |               |   | 533   |  |  |   | 1,036 |  
|                                         
|                                         
|                                         
|                                         
|Interest/Dividend Income                  |                                     |               |   |       |  |  |   |      
|                                         
|                                         
|                                         
|                                         
|                                          | HQ Global Workplaces, Inc.          |               |   | 3,084 |  |  |   |      |  
|                                         
|                                         
|                                         
|                                         
|Income from Unconsolidated Joint Ventures |                                     |               |   |       |  |  |   |      
|                                         
|                                         
|                                         
|                                         
|                                          | Regus Equity Business Centers(3)    |               |   | 432   |  |  |   | (376  | )
|                                         
|                                         
|                                         
|                                         
|                                          | Access Services                     |               |   | 327   |  |  |   | 129   |  
|                                          |                                     |               |   |       |  |  |   |      
|                                          | Total Access Income                 |               | $ | 7,614 |  |  | $ | 2,823 |  
|                                          |                                     |               |   |       |  |  |   |      




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Amounts reflected for Access services include income from the
	following: Telecom, Adcom, ATMs, Equity Health Clubs, Book Fairs
	and Vending.                                                                                                                                                                                                                                                                                                                                                                       
|   
|(2) | EOP Partnership received common stock and/ or warrants to
	purchase common stock for allowing companies that provide
	telecommunication and other services access to EOP Partnership
	Properties. The securities received from these companies were
	recorded as deferred revenue at fair value at the time such
	securities were earned and are included in other liabilities on
	the balance sheet. The deferred revenue will be amortized into
	other income over the terms of the respective license agreements.
|   
|(3) | EOP Partnership indirectly owns a 50% membership interest in
	this joint venture. The joint venture provides fully furnished
	offices under short-term, flexible rental agreements to
	prospective tenants seeking this type of office space.                                                                                                                                                                                                                                                                       

Property Dispositions

EOP Partnership has disposed or partially disposed of the
following office properties and parking facilities since
January 1, 2000:

|     |  |                                                                             |  |                                                                                                                |  |                                                                                                                             |  |                                                                                                                      
|---- |  | --------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------
|Year |  |                                                                             |  |                                                                                                                |  |                                                                                                                             |  |                                                                                                                      
|     |  |                                                                             |  |                                                                                                                |  |                                                                                                                             |  |                                                                                                                      
|     |  |                                                                             |  |                                                                                                                |  |                                                                                                                            
|     |  | Office Properties                                                           |  |                                                                                                                |  |                                                                                                                            
|     |  |                                                                             |  |                                                                                                                |  |                                                                                                                            
|     |  |                                                                             |  |                                                                                                               
|     |  |                                                                             |  | Parking Facilities(3)                                                                                         
|     |  |                                                                             |  |                                                                                                               
|2001 |  | Warner Park Center                                                          |  |                                                                                                                |  |                                                                                                                             |  |                                                                                                                      
|    
|    
|    
|    
|2000 |  | Bank of America Tower(1)
	Sarasota City Center
	Media Center(2)
	Park Plaza |  | Agoura Hills Business Park
	Westlake Spectrum Center I  & II
	Westwood Business Centre
	500 Marquette Building |  | 1111 Sansom Street Garage
	15th & Sansom Street
	1602-34 Chancellor Garage
	1616 Sansom Street Garage
	Boston Harbor Garage |  | Capital Common Garage
	Forbes and Allies Garage(4)
	Juniper/Locust Garage
	Milwaukee Center Garage
	Riverfront Center




|    |                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | This Office Property was partially sold. EOP Partnership
	accounts for its remaining interest in this Office Property
	under the equity method of accounting.
|   
|(2) | Media Center was a development site.                                                                                                                         
|   
|(3) | These 11 parking facilities were disposed of on May 17,
	2000.                                                                                               
|   
|(4) | Consists of two parking facilities.                                                                                                                          

20



---



##### Table of Contents



Below is a summary of the results of these properties through
their respective disposition dates:

|                                                                                                                                           |                |                      |     |      |   |   |        |        | 
|------------------------------------------------------------------------------------------------------------------------------------------ | -------------- | -------------------- | --- | ---- | - | - | ------ | ------ | 
|                                                                                                                                           |                |                     
|                                                                                                                                           |                | For the three months
|                                                                                                                                           |                | ended March 31,     
|                                                                                                                                           |                |                     
|(Dollars in thousands)                                                                                                                     |                | 2001                 |     | 2000
|                                                                                                                                           |                |                      |     |     
|Property revenues                                                                                                                          |                | $                    | 236 |      |   | $ | 19,214 |       
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|Interest income                                                                                                                            |                |                      | 2   |      |   |   | 11     |       
|                                                                                                                                           |                |                      |     |      |   |   |        |       
|                                                                                                                                           | Total revenues |                      |     | 238  |   |   |        | 19,225 | 
|                                                                                                                                           |                |                      |     |      |   |   |        |       
|Interest expense                                                                                                                           |                |                      |    |      |   |   | 127    |       
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|Depreciation and amortization                                                                                                              |                |                      | 8   |      |   |   | 3,949  |       
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|Property operating expenses                                                                                                                |                |                      | (92 | )    |   |   | 5,571  |       
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|General and administrative                                                                                                                 |                |                      | 4   |      |   |   | 128    |       
|                                                                                                                                           |                |                      |     |      |   |   |        |       
|                                                                                                                                           | Total expenses |                      |     | (80  | ) |   |        | 9,775  | 
|                                                                                                                                           |                |                      |     |      |   |   |        |       
|Income before allocation to minority interests
	and net gain on sales of real estate                                                       |                |                      | 318 |      |   |   | 9,450  |       
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|Minority interest  partially owned
	properties                                                                                            |                |                      |    |      |   |   | (115   | )     
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|                                                                                                                                          
|Net gain on sales of real estate                                                                                                           |                |                      |    |      |   |   | 3,862  |       
|                                                                                                                                           |                |                      |     |      |   |   |        |       
|Net income                                                                                                                                 |                | $                    | 318 |      |   | $ | 13,197 |       
|                                                                                                                                           |                |                      |     |      |   |   |        |       
|Property revenues less property operating
	expenses before depreciation and amortization, general and
	administrative and interest expense |                | $                    | 328 |      |   | $ | 13,643 |       
|                                                                                                                                           |                |                      |     |      |   |   |        |       

Liquidity and Capital Resources

Liquidity

Net cash from operations represents the primary source of
liquidity to fund distributions, debt service, recurring capital
costs and non-revenue enhancing tenant improvements. EOP
Partnerships partnership agreement generally requires EOP
Partnership to distribute substantially all of the net cash from
operations each quarter and to make reasonable efforts to
distribute to Equity Office enough cash for it to meet the 95%
distribution requirement. EOP Partnership expects that its line
of credit will provide for temporary working capital, the
funding of capital improvements and revenue enhancing tenant
improvements, unanticipated cash needs and funding of
acquisitions and development costs. EOP Partnership currently
intends to continue to make, but has not contractually bound
itself to make, regular quarterly distributions to holders of
Units and preferred units. Subject to the foregoing, EOP
Partnership has established annual distribution rates as follows:



| |   |                                                                         
| | - | ------------------------------------------------------------------------
| |  | $1.80 per annum per Unit;                                               
|
| |  | 8.98% per annum ($2.245 per unit) for each Series A
	Preferred Unit;    
|
| |  | 5.25% per annum ($2.625 per unit) for each Series B
	Preferred Unit; and
|
| |  | 8.625% per annum ($2.15625 per unit) for each Series C
	Preferred Unit. 

Since EOP Partnerships anticipated distributions will not
allow EOP Partnership, using only cash from operations, to
retire all of its debt as it comes due, EOP Partnership will be
required to repay maturing debt with funds from debt and/or
equity financing. There can be no assurance that such financing
will be available on acceptable terms or at all.

Debt Financing

The table below summarizes the mortgage debt, unsecured notes
and the line of credit indebtedness at March 31, 2001 and
December 31, 2000, including a net unamortized discount on
mortgage debt of $(19,056)

21



---



##### Table of Contents





|                                          |               |                         |   |              |           |   |   |           |           |  
|----------------------------------------- | ------------- | ----------------------- | - | ------------ | --------- | - | - | --------- | --------- | -
|                                          |               | March 31,               |   | December 31,
|(Dollars in thousands)                    |               | 2001                    |   | 2000        
|                                          |               |                         |   |             
|Debt Summary:                             |               |                         |   |              |           |   |   |          
|Balance                                   |               |                         |   |              |           |   |   |          
|                                         
|                                         
|                                         
|                                         
|                                          | Fixed rate    |                         | $ | 8,537,314    |           |   | $ | 8,618,517 |          
|                                         
|                                         
|                                         
|                                         
|                                          | Variable rate |                         |   | 120,845      |           |   |   | 184,477   |          
|                                          |               |                         |   |              |           |   |   |          
|                                          |               | Total                   |   | $            | 8,658,159 |   |   | $         | 8,802,994 |  
|                                          |               |                         |   |              |           |   |   |          
|Percent of total debt:                    |               |                         |   |              |           |   |   |          
|                                         
|                                         
|                                         
|                                         
|                                          | Fixed rate    |                         |   | 98.6         | %         |   |   | 97.9      | %        
|                                         
|                                         
|                                         
|                                         
|                                          | Variable rate |                         |   | 1.4          | %         |   |   | 2.1       | %        
|                                          |               |                         |   |              |           |   |   |          
|                                          |               | Total                   |   |              | 100.0     | % |   |           | 100.0     | %
|                                          |               |                         |   |              |           |   |   |          
|Effective interest rate at end of period: |               |                         |   |              |           |   |   |          
|                                         
|                                         
|                                         
|                                         
|                                          | Fixed rate    |                         |   | 7.5          | %         |   |   | 7.5       | %        
|                                         
|                                         
|                                         
|                                         
|                                          | Variable rate |                         |   | 6.3          | %         |   |   | 7.7       | %        
|                                          |               |                         |   |              |           |   |   |          
|                                          |               | Effective interest rate |   |              | 7.5       | % |   |           | 7.5       | %
|                                          |               |                         |   |              |           |   |   |          

The variable rate debt bears interest at an interest rate based
on various spreads over LIBOR.

Mortgage Debt

As of March 31, 2001, total mortgage debt (excluding
EOP Partnerships share of unconsolidated mortgage
debt of approximately $835.9 million) consisted of
approximately $2.7 billion of fixed-rate debt with a
weighted average interest rate of approximately 7.8% and
$83.3 million of variable rate debt based on various
spreads over LIBOR. EOP Partnerships mortgage debt at
March 31, 2001 will mature as follows:

|                                                                 |       |   |           |           | 
|---------------------------------------------------------------- | ----- | - | --------- | --------- | 
|                                                                 |       |  
|                                                                
|(Dollars in thousands)                                          
|                                                                
|2001                                                             |       | $ | 28,447    |          
|                                                                
|                                                                
|                                                                
|                                                                
|2002                                                             |       |   | 177,504   |          
|                                                                
|                                                                
|                                                                
|                                                                
|2003                                                             |       |   | 200,300   |          
|                                                                
|                                                                
|                                                                
|                                                                
|2004                                                             |       |   | 325,446   |          
|                                                                
|                                                                
|                                                                
|                                                                
|2005                                                             |       |   | 527,675   |          
|                                                                
|                                                                
|                                                                
|                                                                
|Thereafter                                                       |       |   | 1,543,939 |          
|                                                                 |       |   |           |          
|Subtotal                                                         |       |   | 2,803,311 |          
|                                                                
|                                                                
|                                                                
|                                                                
|Net discount (net of accumulated amortization of
	$3.3  million) |       |   | (19,056   | )        
|                                                                 |       |   |           |          
|                                                                 | Total |   | $         | 2,784,255 | 
|                                                                 |       |   |           |          

The instruments encumbering the Properties restrict transfer of
the respective Properties subject to the terms of the mortgage,
prohibit additional liens and require payment of real estate
taxes on the Properties, maintenance of the Properties in good
condition, maintenance of insurance on the Properties and
obtaining lender consent to material tenant leases.

Line of Credit

EOP Partnership has a $1.0 billion revolving credit
facility that was obtained in May 2000 (the Line of
Credit). The Line of Credit bears interest at LIBOR plus
60 basis points and matures on June 19, 2003. There is
also an annual facility fee of $2.0 million payable
quarterly. In addition, a competitive bid option, whereby the
lenders participating in the credit facility bid on the interest
to be charged, is available for up to $350 million of the
borrowings under the credit facility. As of May 4, 2001,
there was approximately $192.1 million outstanding on the
Line of Credit.

22



---



##### Table of Contents



Equity Office has guaranteed the outstanding obligation under
the Line of Credit.

Unsecured Notes

The table below summarizes EOP Partnerships unsecured
notes outstanding as of March 31, 2001:

|                                                            |  |               |           |                        |  |              |           |             |  |                   |         |  |  |  |       |  |  |  |       | 
|----------------------------------------------------------- |  | ------------- | --------- | ---------------------- |  | ------------ | --------- | ----------- |  | ----------------- | ------- |  |  |  | ----- |  |  |  | ----- | 
|Term (in years)                                             |  | Maturity Date |           | Amount                 |  | Net Proceeds |           | Stated Rate |  | Effective Rate(1)
|                                                            |  |               |           |                        |  |              |           |             |  |                  
|                                                            |  |               |           |                        |  |              |           |            
|                                                            |  |               |           | (Dollars in thousands) |  |              |           |            
|                                                           
|                                                           
|                                                           
|                                                           
|3                                                           |  |               | 1/15/02   |                        |  | $            | 200,000   |             |  | $                 | 198,593 |  |  |  | 6.38% |  |  |  | 6.62% | 
|                                                           
|                                                           
|                                                           
|                                                           
|4                                                           |  |               | 2/15/02   |                        |  |              | 250,000   | (2)         |  |                   | 252,225 |  |  |  | 6.38% |  |  |  | 6.30% | 
|                                                           
|                                                           
|                                                           
|                                                           
|5                                                           |  |               | 2/15/03   |                        |  |              | 300,000   |             |  |                   | 294,120 |  |  |  | 6.38% |  |  |  | 6.76% | 
|                                                           
|                                                           
|                                                           
|                                                           
|3                                                           |  |               | 11/15/03  |                        |  |              | 400,000   |             |  |                   | 397,874 |  |  |  | 7.38% |  |  |  | 7.55% | 
|                                                           
|                                                           
|                                                           
|                                                           
|5                                                           |  |               | 1/15/04   |                        |  |              | 300,000   |             |  |                   | 297,034 |  |  |  | 6.50% |  |  |  | 6.71% | 
|                                                           
|                                                           
|                                                           
|                                                           
|6                                                           |  |               | 6/15/04   |                        |  |              | 250,000   |             |  |                   | 247,269 |  |  |  | 6.50% |  |  |  | 6.68% | 
|                                                           
|                                                           
|                                                           
|                                                           
|7                                                           |  |               | 9/1/04    |                        |  |              | 30,000    |             |  |                   | 29,960  |  |  |  | 7.24% |  |  |  | 7.26% | 
|                                                           
|                                                           
|                                                           
|                                                           
|7                                                           |  |               | 2/15/05   |                        |  |              | 400,000   |             |  |                   | 388,089 |  |  |  | 6.63% |  |  |  | 7.02% | 
|                                                           
|                                                           
|                                                           
|                                                           
|8                                                           |  |               | 9/1/05    |                        |  |              | 50,000    |             |  |                   | 48,705  |  |  |  | 7.36% |  |  |  | 7.69% | 
|                                                           
|                                                           
|                                                           
|                                                           
|6                                                           |  |               | 3/15/06   |                        |  |              | 500,000   |             |  |                   | 493,531 |  |  |  | 8.38% |  |  |  | 8.59% | 
|                                                           
|                                                           
|                                                           
|                                                           
|9                                                           |  |               | 9/1/06    |                        |  |              | 50,000    |             |  |                   | 48,624  |  |  |  | 7.44% |  |  |  | 7.74% | 
|                                                           
|                                                           
|                                                           
|                                                           
|9                                                           |  |               | 6/15/07   |                        |  |              | 300,000   |             |  |                   | 299,957 |  |  |  | 6.76% |  |  |  | 6.76% | 
|                                                           
|                                                           
|                                                           
|                                                           
|10                                                          |  |               | 9/1/07    |                        |  |              | 50,000    |             |  |                   | 48,584  |  |  |  | 7.41% |  |  |  | 7.70% | 
|                                                           
|                                                           
|                                                           
|                                                           
|7                                                           |  |               | 11/15/07  |                        |  |              | 600,000   |             |  |                   | 593,374 |  |  |  | 7.75% |  |  |  | 7.91% | 
|                                                           
|                                                           
|                                                           
|                                                           
|10                                                          |  |               | 2/15/08   |                        |  |              | 300,000   |             |  |                   | 291,655 |  |  |  | 6.75% |  |  |  | 7.01% | 
|                                                           
|                                                           
|                                                           
|                                                           
|8                                                           |  |               | 11/15/08  |                        |  |              | 325,000   | (3)         |  |                   | 314,594 |  |  |  | 7.25% |  |  |  | 7.64% | 
|                                                           
|                                                           
|                                                           
|                                                           
|10                                                          |  |               | 1/15/09   |                        |  |              | 500,000   |             |  |                   | 493,942 |  |  |  | 6.80% |  |  |  | 6.94% | 
|                                                           
|                                                           
|                                                           
|                                                           
|10                                                          |  |               | 8/1/10    |                        |  |              | 360,000   |             |  |                   | 356,213 |  |  |  | 8.10% |  |  |  | 8.22% | 
|                                                           
|                                                           
|                                                           
|                                                           
|20                                                          |  |               | 2/15/18   |                        |  |              | 250,000   |             |  |                   | 234,881 |  |  |  | 7.25% |  |  |  | 7.54% | 
|                                                           
|                                                           
|                                                           
|                                                           
|30                                                          |  |               | 6/15/28   |                        |  |              | 225,000   |             |  |                   | 221,138 |  |  |  | 7.25% |  |  |  | 7.31% | 
|                                                           
|                                                           
|                                                           
|                                                           
|30                                                          |  |               | 4/19/29   |                        |  |              | 200,000   |             |  |                   | 196,842 |  |  |  | 7.50% |  |  |  | 7.55% | 
|                                                            |  |               |           |                        |  |              |           |             |  |                   |         |  |  |  |       |  |  |  |       | 
|                                                           
|                                                           
|                                                           
|                                                           
|Subtotal                                                    |  |               | 5,840,000 |                        |  | $            | 5,747,204 |             |  |                   | 7.16%   |  |  |  | 7.35% | 
|                                                            |  |               |           |                        |  |              |           |             |  |                   |         |  |  |  |       | 
|                                                           
|                                                           
|                                                           
|                                                           
|Net discount (net of accumulated amortization
	$.5 million) |  |               | (3,596    | )                      |  |              |           |             |  |                   |         |  |  |  |       | 
|                                                            |  |               |           |                        |  |              |           |             |  |                   |         |  |  |  |       | 
|                                                           
|                                                           
|                                                           
|                                                           
|Total                                                       |  | $             | 5,836,404 |                        |  |              |           |             |  |                   |         |  |  |  |       | 
|                                                            |  |               |           |                        |  |              |           |             |  |                   |         |  |  |  |       | 




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes the cost of terminated interest rate protection
	agreements, offering and transaction costs and premiums and
	discounts on certain unsecured notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(2) | The notes are subject to mandatory redemption and a remarketing
	agreement in 2002 but do not mature until 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(3) | These notes are exchangeable into Common Shares at an exchange
	price of $34.00 per share, which is equal to an exchange rate of
	29.4118 Common Shares per $1,000 principal amount of notes. If
	the closing price of a Common Share on the NYSE at the time a
	holder exercises its exchange right is less than the exchange
	price of $34.00, the holder will receive, in lieu of Common
	Shares, cash in an amount equal to 97% of the product of:
	(a) the number of Common Shares into which the principal
	amount of notes subject to such exercise would otherwise be
	exchangeable; and (b) such closing price per Common Shares.
	The notes were issued by EOP Partnership and are guaranteed
	by Equity Office. Upon exchange of a $1,000 note for common
	shares of Equity Office, EOP  Partnership would issue a
	corresponding number of Units to Equity Office on a one-for-one
	basis.

EOP Partnership filed a shelf registration statement, which was
declared effective by the SEC on August 31, 2000, relating
to the issuance from time to time of up to an additional
$2.0 billion of unsecured debt securities and warrants
exercisable for debt securities in amounts, at initial prices
and on terms to be determined and at the time of the offering.
In November 2000, EOP Partnership issued $1.0 billion
of unsecured notes under this registration statement.

23



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##### Table of Contents



Restrictions and Covenants

Agreements or instruments relating to the unsecured notes and
the Line of Credit contain certain restrictions and requirements
regarding total debt-to-assets ratios, secured debt-to-total
assets ratios, debt service coverage ratios, minimum ratio of
unencumbered assets to unsecured debt and other limitations.

Equity Securities




A summary of the activity of Equity Offices Common Shares,
redeemable common shares, and EOP Partnerships redeemable
units (exclusive of Units owned by Equity Office) during 2001 is
as follows:







|                               |                                                                                                 |               |             |               |  |            |           |       |  |  |            |          |   |  |             |          |  
|------------------------------ | ----------------------------------------------------------------------------------------------- | ------------- | ----------- | ------------- |  | ---------- | --------- | ----- |  |  | ---------- | -------- | - |  | ----------- | -------- | -
|                               |                                                                                                 |               |             | Redeemable    |  | Redeemable |           |      
|                               |                                                                                                 | Common Shares |             | Common Shares |  | Units      |           | Total
|                               |                                                                                                 |               |             |               |  |            |           |      
|Outstanding at January 1, 2001 |                                                                                                 |               | 305,248,752 |               |  |            | 1,717,844 |       |  |  | 42,060,891 |          |   |  | 349,027,487 |         
|                              
|                              
|                              
|                              
|                               | Units issued to Equity Office related to Common
	Shares issued in exchange for redeemable units |               |             | 898,746       |  |            |           |      |  |  |            | (898,746 | ) |  |             |         |  
|                              
|                              
|                              
|                              
|                               | Share options exercised                                                                         |               |             | 537,063       |  |            |           |      |  |  |            |         |   |  |             | 537,063  |  
|                              
|                              
|                              
|                              
|                               | Restricted shares issued/cancelled, net                                                         |               |             | 598,066       |  |            |           |      |  |  |            |         |   |  |             |         |  
|                              
|                              
|                              
|                              
|                               | Common Shares issued in exchange for the
	conversion of 10,000 Series B Preferred Shares        |               |             | 14,005        |  |            |           |      |  |  |            |         |   |  |             | 14,005   |  
|                              
|                              
|                              
|                              
|                               | Common Shares issued through the Dividend
	Reinvestment Program                                 |               |             | 1,743         |  |            |           |      |  |  |            |         |   |  |             | 1,743    |  
|                              
|                              
|                              
|                              
|                               | Units retired                                                                                   |               |             |              |  |            |           |      |  |  |            | (113,829 | ) |  |             | (113,829 | )
|                              
|                              
|                              
|                              
|                               | Units issued in the final reproration of a
	property acquisition                                |               |             |              |  |            |           |      |  |  |            | 7,930    |   |  |             | 7,930    |  
|                               |                                                                                                 |               |             |               |  |            |           |       |  |  |            |          |   |  |             |         
|Outstanding at March 31, 2001  |                                                                                                 |               | 307,298,375 |               |  |            | 1,717,844 |       |  |  | 41,056,246 |          |   |  | 350,072,465 |         
|                               |                                                                                                 |               |             |               |  |            |           |       |  |  |            |          |   |  |             |         







Investment in Securities




EOP Partnership owns equity interests in several companies that
provide communication services or amenities to tenants. The
equity interests are in the form of common or preferred stock,
vested and unvested warrants to acquire common stock and an
interest in a limited liability company. These investments are
included in Other Assets on the Consolidated Balance Sheets.
Below is a summary of these investments as of March 31,
2001:

|                                 |       |                  |    |        |  |             |                |             |  |             |        |             |  |  |           |            |  |  |           |           |  |   |        |         | 
|-------------------------------- | ----- | ---------------- | -- | ------ |  | ----------- | -------------- | ----------- |  | ----------- | ------ | ----------- |  |  | --------- | ---------- |  |  | --------- | --------- |  | - | ------ | ------- | 
|                                 |       | Square Feet      |    |        |  | Capital     |                | Shares      |  | Warrants    |        | Book       
|Company                          |       | (in millions)(b) |    | Symbol |  | Investment  |                | Received(c) |  | Received(c) |        | Value(d)   
|                                 |       |                  |    |        |  |             |                |             |  |             |        |            
|                                 |       |                  |    |        |  |             |                |             |  |             |        | (Dollars in
|                                 |       |                  |    |        |  | (Dollars in |                |             |  |             |        | thousands) 
|                                 |       |                  |    |        |  | thousands)  |                |             |  |             |        |            
|                                
|                                
|                                
|                                
|Allied Riser Communication Corp. |       |                  | 94 |        |  |             | ARCC           |             |  | $           | 2,199  |             |  |  | 2,688,520 |            |  |  | 90,224    |           |  | $ | 4,400  |        
|                                
|                                
|                                
|                                
|Broadband Office, Inc.           |       |                  | 58 |        |  |             | Privately Held |             |  |             | 3,525  |             |  |  | 2,656,609 |            |  |  |          |           |  |   | 5,014  |        
|                                
|                                
|                                
|                                
|Captivate Network, Inc           |       |                  | 72 |        |  |             | Privately Held |             |  |             | 10,164 |             |  |  | 2,287,169 |            |  |  | 2,406,781 |           |  |   | 20,530 |        
|                                
|                                
|                                
|                                
|Cypress Communications           |       |                  | 17 |        |  |             | CYCO           |             |  |             | 829    |             |  |  | 828,950   |            |  |  | 919,581   |           |  |   | 390    |        
|                                
|                                
|                                
|                                
|HQ Global Workplace              |       |                  |   |        |  |             | Privately Held |             |  |             | 85,181 |             |  |  | 1,839,497 |            |  |  | 555,911   |           |  |   | 85,181 |        
|                                
|                                
|                                
|                                
|Constellation Real Technologies  |       |                  |   |        |  |             | Privately Held |             |  |             | 2,749  |             |  |  |          |            |  |  |          |           |  |   | 2,749  |        
|                                
|                                
|                                
|                                
|CenterBeam, Inc.(a)              |       |                  |   |        |  |             | Privately Held |             |  |             | 7,000  |             |  |  | 664,767   |            |  |  | 31,160    |           |  |   | 7,000  |        
|                                 |       |                  |    |        |  |             |                |             |  |             |        |             |  |  |           |            |  |  |           |           |  |   |        |        
|                                 | Total |                  |    |        |  |             |                |             |  |             | $      | 111,647     |  |  |           | 10,965,512 |  |  |           | 4,003,657 |  |   | $      | 125,264 | 
|                                 |       |                  |    |        |  |             |                |             |  |             |        |             |  |  |           |            |  |  |           |           |  |   |        |        




|    |                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | EOP Partnership obtained $7.0 million of series C preferred
	stock of CenterBeam, a provider of subscription based computing
	services. In addition, EOP Partnership entered into a marketing
	services

24



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##### Table of Contents



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | agreement for which EOP Partnership may receive CenterBeam
	warrants for promotion and referral of tenants to CenterBeam.                                                                                                                                                                                                                                                                                                                                                       
|   
|(b) | The Square Feet (in millions) represents the portion of EOP
	Partnerships portfolio that is anticipated to be wired by
	each company in accordance with their respective agreements.
	These square footage amounts are subject to change upon the
	signing of additional licensing agreements. As of March 31,
	2001, approximately 84% of EOP Partnerships portfolio was
	wired and operational by at least one of EOP Partnerships
	strategic telecommunications providers.
|   
|(c) | Common/preferred shares and warrants received may include
	amounts allocable to joint venture partners. EOP Partnership may
	earn additional common/ preferred shares or warrants based upon
	achieving certain thresholds in accordance with the respective
	investment agreements or upon the signing of additional license
	agreements for properties.                                                                                                                       
|   
|(d) | EOP Partnerships investments in publicly traded companies
	are adjusted to reflect their current market values. EOP
	Partnerships investments in privately held entities were
	recorded at estimated fair values when the investment was made.                                                                                                                                                                                                                                

Market Risk

Since December 31, 2000, there have been no material
changes in the information regarding market risk that was
provided in EOP Partnerships Form 10-K for the year
ended December 31, 2000.




Capital and Tenant Improvements







Capital Improvements:









| |                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Significant renovations and improvements which improve or extend
	the useful life of the assets are capitalized. EOP Partnership
	categorizes these capital expenditures as follows:




Capital expenditures are categorized as follows:



| |   |                                                                                                                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Non-recurring capital improvements  capital
	improvements completed in the year of acquisition and the
	following two years (which were planned at the time of
	acquisition) and major renovations that enhance the value of the
	Property (such as lobby renovation, roof replacement or
	significant renovations for ADA compliance);
|
|
| |  | Recurring capital improvements  capital
	improvements incurred that enhance the value of the Property
	that are not classified as non-recurring capital improvements
	(such as chiller replacement, elevator upgrades or replacement
	of furniture, fixtures and equipment);                                                           
|
|
| |  | Development costs  all hard and soft costs
	associated with the development or redevelopment of a Property,
	including tenant improvements, leasing commissions and
	capitalized interest and operating costs until the Property is
	substantially complete and ready for its intended use;                                            




Tenant Improvements and Leasing
Commissions:









| |                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Costs related to the renovation, alteration or build-out of
	either raw space or existing second generation space are
	capitalized. These tenant improvements and leasing commissions
	may include, but are not limited to, floor coverings, ceilings,
	walls, HVAC, mechanical, electrical, plumbing and fire
	protection systems.







EOP Partnership categorizes these tenant improvements and
leasing commissions as follows:






| |   |                                                                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Revenue enhancing tenant improvements and leasing
	commissions  tenant improvements and leasing
	commissions incurred on space which is vacant at the time of
	acquisition or has been vacant for nine months or more; and                                
|
| |  | Non-revenue enhancing tenant improvements and leasing
	commissions  tenant improvements and leasing
	commissions incurred in connection with the renewal or
	retenanting of currently leased space to maintain the revenue
	being generated by such space.

25



---



##### Table of Contents






The table below details the amounts incurred for each type of
improvement:







|                                                                                                                                                                                                                                                                                                                    |                                    |                            |        |        | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------- | -------------------------- | ------ | ------ | 
|                                                                                                                                                                                                                                                                                                                    |                                    | For the three months ended
|(Dollars in thousands, except per square foot amounts)                                                                                                                                                                                                                                                              |                                    | March 31, 2001            
|                                                                                                                                                                                                                                                                                                                    |                                    |                           
|Capital Improvements:                                                                                                                                                                                                                                                                                               |                                    |                            |        |       
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|Development costs                                                                                                                                                                                                                                                                                                   |                                    | $                          | 10,656 |       
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|Non-recurring capital improvements                                                                                                                                                                                                                                                                                  |                                    | $                          | 5,135  |       
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|Recurring capital improvements                                                                                                                                                                                                                                                                                      |                                    | $                          | 4,983  |       
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|Recurring capital improvements per weighted
	average square foot                                                                                                                                                                                                                                                    |                                    | $                          | .05    |       
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|Tenant improvements and leasing commissions:                                                                                                                                                                                                                                                                        |                                    |                            |        |       
|(The amounts shown below represent the total
	tenant improvement and leasing commissions for leases which
	commenced during the period, regardless of when such costs were
	actually paid which is a more useful measure of the total Tenant
	Improvements and Leasing Commissions cost for the period
	presented).
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|Revenue enhancing                                                                                                                                                                                                                                                                                                   |                                    | $                          | 6,395  |       
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|Per square foot leased                                                                                                                                                                                                                                                                                              |                                    | $                          | 21.76  |       
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|Non-revenue enhancing:                                                                                                                                                                                                                                                                                              |                                    |                            |        |       
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                    | Non-revenue enhancing  renewals   |                            | $      | 13,758 | 
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                    | Per square foot leased             |                            | $      | 11.05  | 
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                    | Non-revenue enhancing  retenanted |                            | $      | 23,065 | 
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                    | Per square foot leased             |                            | $      | 13.37  | 
|                                                                                                                                                                                                                                                                                                                    |                                    |                            |        |       
|Total non-revenue enhancing                                                                                                                                                                                                                                                                                         |                                    | $                          | 36,823 |       
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                   
|Per square foot leased                                                                                                                                                                                                                                                                                              |                                    | $                          | 12.40  |       







The above information includes actual capital improvements and
tenant improvements and leasing commissions for leases which
commenced during the period for the three months ended
March 31, 2001. The amounts included in the Statements of
Cash Flows represent the cash expenditures made during this
period. The difference between these amounts represent timing
differences between the lease commencement dates and the actual
cash expenditures as well as expenditures for corporate
furniture, fixtures and equipment. The reconciliation between
the above amounts and the Statements of Cash Flows is as follows:







|                                                                                                     |  |                            |        |  
|---------------------------------------------------------------------------------------------------- |  | -------------------------- | ------ | -
|                                                                                                     |  | For the three months ended
|(Dollars in thousands)                                                                               |  | March 31, 2001            
|                                                                                                     |  |                           
|Total Capital Improvements, Tenant Improvements
	and Leasing Commission per above                    |  | $                          | 63,992 |  
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|Timing Differences                                                                                   |  |                            | (519   | )
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|Corporate Furniture, Fixtures and Equipment                                                          |  |                            | 6,976  |  
|                                                                                                     |  |                            |        |  
|Total Capital Improvements, Tenant Improvements
	and Leasing Commissions per Statement of Cash Flows |  | $                          | 70,449 |  
|                                                                                                     |  |                            |        |  




Developments

EOP Partnership currently owns several Properties in various
stages of development or pre-development. These developments are
funded with proceeds from working capital and the credit
facility. Specifically identifiable direct acquisition,
development and construction costs are capitalized including,
where applicable,

26



---



##### Table of Contents





|                   |  |           |         |          |  |                 |  |        |   |                        |  |          |  |           |     |           |  |   |        |  |  |   |         |  |  |   |         | 
|------------------ |  | --------- | ------- | -------- |  | --------------- |  | ------ | - | ---------------------- |  | -------- |  | --------- | --- | --------- |  | - | ------ |  |  | - | ------- |  |  | - | ------- | 
|                   |  |           |         |          |  |                 |  |        |   |                       
|                   |  |           |         |          |  |                 |  |        |   | EOP Partnerships     
|                   |  |           |         |          |  |                 |  |        |   |                       
|                   |  | Estimated |         |          |  |                 |  |        |   |                        |  | Costs    |  |           |     | Total    
|                   |  | Placed in |         |          |  |                 |  |        |   | Effective              |  | Incurred |  | Total     |     | Project  
|                   |  | Service   |         |          |  | Number of       |  | Square |   | Ownership              |  | as of    |  | Estimated |     | Estimated
|Wholly-Owned       |  | Date(a)   |         | Location |  | Buildings       |  | Feet   |   | Percentage             |  | 3/31/01  |  | Costs(a)  |     | Cost     
|                   |  |           |         |          |  |                 |  |        |   |                        |  |          |  |           |     |          
|                   |  |           |         |          |  |                 |  |        |   |                       
|                   |  |           |         |          |  |                 |  |        |   | (Dollars in thousands)
|                   |  |           |         |          |  |                 |  |        |   |                       
|                  
|                  
|                  
|                  
|Parkside Towers(b) |  |           | 4Q/2001 |          |  | Foster City, CA |  |        | 2 |                        |  | 398,000  |  |           | 100 | %         |  | $ | 72,923 |  |  | $ | 132,100 |  |  | $ | 132,100 | 
|                  
|                  
|                  
|                  
|EJ Randolph II     |  |           | 2Q/2002 |          |  | McLean, VA      |  |        | 1 |                        |  | 122,000  |  |           | 100 | %         |  |   | 8,156  |  |  |   | 35,700  |  |  |   | 35,700  | 
|                   |  |           |         |          |  |                 |  |        |   |                        |  |          |  |           |     |           |  |   |        |  |  |   |         |  |  |   |         | 
|                   |  |           |         |          |  |                 |  |        | 3 |                        |  | 520,000  |  |           |     |           |  | $ | 81,079 |  |  | $ | 167,800 |  |  | $ | 167,800 | 
|                   |  |           |         |          |  |                 |  |        |   |                        |  |          |  |           |     |           |  |   |        |  |  |   |         |  |  |   |         | 

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                   |  |            |     |  
|------------------ |  | ---------- | --- | -
|                   |  | Current   
|                   |  | Percentage
|Wholly-Owned       |  | Leased    
|                   |  |           
|Parkside Towers(b) |  |            | 96  | %
|                  
|                  
|                  
|                  
|EJ Randolph II     |  |            | 100 | %
|                   |  |            |     |  
|                   |  |            | 97  | %
|                   |  |            |     |  

|                                         |  |                     |         |                   |  |                   |   |        |    |                   |  |           |     |           |    |           |        |   |         |   |         |   |         |   |         |   |         | 
|---------------------------------------- |  | ------------------- | ------- | ----------------- |  | ----------------- | - | ------ | -- | ----------------- |  | --------- | --- | --------- | -- | --------- | ------ | - | ------- | - | ------- | - | ------- | - | ------- | - | ------- | 
|                                         |  |                     |         |                   |  |                   |   |        |    |                   |  |          
|                                         |  |                     |         |                   |  |                   |   |        |    | EOP Partnerships |  |          
|                                         |  |                     |         |                   |  |                   |   |        |    |                   |  |          
|                                         |  |                     |         |                   |  |                   |   |        |    |                   |  | Costs     |     |           |    |          
|                                         |  | Estimated           |         |                   |  |                   |   |        |    | Effective         |  | Incurred  |     |           |    | Total    
|                                         |  | Placed in           |         |                   |  |                   |   |        |    | Ownership         |  | as of     |     | Total     |    | Project  
|Wilson/ Equity Office                    |  | Service             |         |                   |  | Number of         |   | Square |    | Percentage        |  | 3/31/01   |     | Estimated |    | Estimated
|Developments(c)                          |  | Date(d)             |         | Location          |  | Buildings         |   | Feet   |    | (d)               |  | (d)       |     | Costs(d)  |    | Cost(e)  
|                                         |  |                     |         |                   |  |                   |   |        |    |                   |  |           |     |           |    |          
|San Rafael Corporate Center              |  | 4Q/2001 and 3Q/2003 |         | San Rafael, CA    |  |                   | 5 |        |    | 388,000           |  |           | 80  | %         |    | $         | 30,720 |   |         | $ | 113,200 |   |         | $ | 141,500 |  
|                                        
|                                        
|                                        
|                                        
|Foundry Square (fka First and Howard)(f) |  | 2Q/2002 - 3Q/2003   |         | San Francisco, CA |  |                   | 4 |        |    | 1,260,000         |  |           | (f) |           |    |           | 37,099 |   |         |   | 249,000 |   |         |   | 436,200 |  
|                                        
|                                        
|                                        
|                                        
|Ferry Building(g)                        |  |                     | 3Q/2002 |                   |  | San Francisco, CA |   |        | 1  |                   |  | 242,000   |     |           | 80 | %         |        |   | 11,117  |   |         |   | 66,000  |   |         |   | 82,400  | 
|                                        
|                                        
|                                        
|                                        
|Concar(h)                                |  |                     | 4Q/2002 |                   |  | San Mateo, CA     |   |        | 2  |                   |  | 207,000   |     |           | 80 | %         |        |   | 5,270   |   |         |   | 52,100  |   |         |   | 65,100  | 
|                                         |  |                     |         |                   |  |                   |   |        |    |                   |  |           |     |           |    |           |        |   |         |   |         |   |         |   |         |   |         | 
|                                         |  |                     |         |                   |  |                   |   |        | 12 |                   |  | 2,097,000 |     |           |    |           |        |   | 84,206  |   |         |   | 480,300 |   |         |   | 725,200 | 
|                                         |  |                     |         |                   |  |                   |   |        |    |                   |  |           |     |           |    |           |        |   |         |   |         |   |         |   |         |   |         | 
|Grand Total/Weighted Average             |  |                     |         |                   |  |                   |   |        | 15 |                   |  | 2,617,000 |     |           |    |           |        | $ | 165,285 |   |         | $ | 648,100 |   |         | $ | 893,000 | 
|                                         |  |                     |         |                   |  |                   |   |        |    |                   |  |           |     |           |    |           |        |   |         |   |         |   |         |   |         |   |         | 

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                         |  |            |    |  
|---------------------------------------- |  | ---------- | -- | -
|                                         |  | Current   
|Wilson/ Equity Office                    |  | Percentage
|Developments(c)                          |  | Leased    
|                                         |  |           
|San Rafael Corporate Center              |  |            | 0  | %
|                                        
|                                        
|                                        
|                                        
|Foundry Square (fka First and Howard)(f) |  |            | 42 | %
|                                        
|                                        
|                                        
|                                        
|Ferry Building(g)                        |  |            | 0  | %
|                                        
|                                        
|                                        
|                                        
|Concar(h)                                |  |            | 99 | %
|                                         |  |            |    |  
|                                         |  |            | 35 | %
|                                         |  |            |    |  
|Grand Total/Weighted Average             |  |            | 47 | %
|                                         |  |            |    |  




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The Estimated Placed in Service Date represents the date the
	certificate of occupancy has been or is currently anticipated to
	be obtained. Subsequent to obtaining the certificate of
	occupancy, the Property is expected to undergo a lease-up
	period. The Total Estimated Costs represent current estimates of
	total development costs, including amounts required to tenant
	the Property. These costs are estimates and are subject to
	change upon or prior to completion of the development.                                                                                                                                                                                                 
|   
|(b) | Parkside Towers is 96% leased to Inktomi, however, Inktomi has
	notified EOP Partnership that it does not intend to take
	occupancy of the building. Inktomi remains obligated for this
	lease and is currently marketing the property for sublease.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(c) | EOP Partnership and Wilson Investors (WI) entered
	into a joint venture agreement to form Wilson/Equity Office
	(W/EO) for the purpose of developing, constructing,
	leasing and managing developments. W/EO is owned 49.9% by EOP
	Partnership and 50.1% by WI. William Wilson III, a trustee of
	Equity Office, through his ownership of WI, owns approximately
	22% of W/EO (and approximately 30% of any promote to which WI is
	entitled under the joint venture agreement). EOP Partnership
	will loan up to $25  million to WI for its required
	contribution to W/EO at a 15% return per annum. The current
	outstanding balance of this loan as of 3/31/01 is approximately
	$8.4  million.

EOP Partnership has created or anticipates creating joint
ventures with W/EO, and in certain cases, unaffiliated third
parties for the development properties included herein. The
costs for these developments will be funded by EOP Partnership
and W/EO in a 60%/40% ratio and in some cases by third parties
as described within each developments respective operating
agreement. The Board of Trustees has also authorized Equity
Office to negotiate and enter into an agreement with W/EO
providing for the extension of first mortgage financing to the
ownership entities of each of these developments at LIBOR plus
2.4642%, generally maturing 36 months after initial funding
(or earlier at the option of Equity Office in the event
alternative financing sources are available on terms reasonably
acceptable to WI and any unrelated third-party investors). The
aggregate amount of any such financing would generally be capped
at 70% of budgeted construction costs. In accordance with the
W/EO Operating Agreement, EOP

27



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##### Table of Contents







|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(d) | The Estimated Placed in Service Date represents the date the
	certificate of occupancy has been or is currently anticipated to
	be obtained. Effective Ownership Percentage represents EOP
	Partnerships direct interest in the development and its
	49.9% interest in W/EO. EOP Partnerships Costs Incurred as
	of March 31, 2001 and Total Estimated Costs are based on
	EOP Partnerships Effective Ownership Percentage. The
	remaining ownership interest/costs are owned/funded by WI
	through its investment in W/ EO and on certain developments with
	unaffiliated third parties.
|   
|(e) | Total Project Estimated Costs represent 100% of the estimated
	costs including EOP Partnerships, WIs and any
	unaffiliated third partys portions. These costs are
	subject to change upon or prior to the completion of the
	development and include amounts required to tenant the Property.                                                                                                                                                                                                                                                                                            
|   
|(f) | Foundry Square is a project with four sites, each of which has a
	separate joint venture structure. EOP Partnerships
	Effective Ownership Percentages are approximately 64%, 68%, 40%
	and 40%, for Sites I through IV, respectively.                                                                                                                                                                                                                                                                                                                                                      
|   
|(g) | Under the terms of the lease for the property, the lessor is
	entitled to share, in addition to base rent, in 50% of proceeds
	from the operation and ownership of this development after a
	preferred 11% cumulative return to the lessee (8% prior to
	project stabilization). Other partners may share in excess cash
	flow, if any.                                                                                                                                                                                                                                                     
|   
|(h) | Under the terms of the ground lease, the ground lessor is
	entitled to share, in addition to ground rent, in proceeds from
	the operation and ownership of this development after a 10%
	return to the lessee, calculated at 25.7% of proceeds prior to a
	14% cumulative return (18% after 2018) and 20.7% thereafter.                                                                                                                                                                                                                                                                     

In addition to the developments described above, EOP Partnership
owns various land parcels available for development. These sites
represent possible future development of up to approximately
seven million square feet of office space. The development of
these sites will be impacted by the timing and likelihood of
success of the entitlement process, which is uncertain. These
various sites include, among others: Reston Town Center, Reston,
VA; Prominence in Buckhead, Atlanta, GA; Perimeter Center,
Atlanta, GA; Tabor Center, Denver, CO; Orange Center, Orange,
CA; and City Center Bellevue, Bellevue, WA.

Impact of New Accounting Standards

In June 1998, the FASB issued Statement No. 133
Accounting for Derivative Instruments and Hedging
Activities. The statement requires recording all
derivative instruments as assets or liabilities, measured at
fair value. Derivatives that are not hedges must be adjusted to
fair value through income. If the derivative is a hedge,
depending on the nature of the hedge, changes in the fair value
of derivatives will either be offset against the hedge in fair
value of the hedged assets, liabilities, or firm commitments
through earnings or recognized in other comprehensive income
until the hedged item is recognized in earnings. The ineffective
portion of a derivatives change in fair value will be
immediately recognized in earnings. The standards
effective date was deferred by FASB Statement No. 137 to
all fiscal years beginning after June 15, 2000. Equity
Office adopted the standard on January 1, 2001, and
recorded a cumulative effect of a change in accounting principle
resulting in a loss of approximately $1.1 million in
connection with Equity Offices share of the cumulative
effect of a change in accounting principle recorded on an
interest rate cap in place at a property held through a joint
venture.

Inflation

Substantially all of the office leases require the tenant to
pay, as additional rent, a portion of any increases in real
estate taxes (except, in the case of certain California leases,
which limit the ability of the landlord to pass through to the
tenants the effect of increased real estate taxes attributable
to a sale of real property interests) and operating expenses
over a base amount. In addition, many of the office leases
provide for fixed increases in base rent or indexed escalations
(based on the Consumer Price Index or other measures). EOP
Partnership believes that the majority of inflationary increases
in expenses will be offset, in part, by the expense
reimbursements and contractual rent increases described above.

28



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##### Table of Contents



Funds From Operations

Management of EOP Partnership believes Funds from Operations, as
defined by the Board of Governors of the National Association of
Real Estate Investment Trusts (NAREIT) to be an
appropriate measure of performance for an equity REIT. While
Funds from Operations is a relevant and widely used measure of
operating performance of equity REITs, it does not represent
cash flow from operations or net income as defined by GAAP, and
it should not be considered as an alternative to these
indicators in evaluating liquidity or operating performance of
EOP Partnership.

The following table reflects the calculation of Funds from
Operations for the three months ended March 31, 2001 and
2000, respectively:

|                                                                                                                                                                                                                            |                                                                                                                            |                    |         |          |   |   |         |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------- | ------------------ | ------- | -------- | - | - | ------- | ------- | -
|                                                                                                                                                                                                                            |                                                                                                                            |                   
|                                                                                                                                                                                                                            |                                                                                                                            | For the           
|                                                                                                                                                                                                                            |                                                                                                                            | Three Months Ended
|                                                                                                                                                                                                                            |                                                                                                                            | March 31,         
|                                                                                                                                                                                                                            |                                                                                                                            |                   
|(Dollars in thousands)                                                                                                                                                                                                      |                                                                                                                            | 2001               |         | 2000    
|                                                                                                                                                                                                                            |                                                                                                                            |                    |         |         
|Income before allocation to minority interests,
	income from Investment in unconsolidated joint ventures, net
	gain on sales of real estate, extraordinary items and cumulative
	effect of a change in accounting principle |                                                                                                                            | $                  | 136,991 |          |   | $ | 101,679 |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Add (deduct):                                                                                                                                                                                                               |                                                                                                                            |                    |         |          |   |   |         |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Income allocated to minority interests for
	partially owned properties                                                     |                    |         | (3,253   | ) |   |         | (553    | )
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Income from investment in unconsolidated joint
	ventures                                                                   |                    |         | 15,426   |   |   |         | 11,374  |  
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Depreciation and amortization (real estate
	related) (including EOP Partnerships share of
	unconsolidated joint ventures) |                    |         | 134,311  |   |   |         | 94,786  |  
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Put option settlement                                                                                                      |                    |         |         |   |   |         | (1,030  | )
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Preferred distributions                                                                                                    |                    |         | (10,884  | ) |   |         | (10,697 | )
|                                                                                                                                                                                                                            |                                                                                                                            |                    |         |          |   |   |         |        
|Funds from Operations(1)                                                                                                                                                                                                    |                                                                                                                            |                    | 272,591 |          |   |   | 195,559 |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Less deferred rental revenue                                                                                               |                    |         | (14,985  | ) |   |         | (12,707 | )
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Plus deferred rental expense                                                                                               |                    |         | 661      |   |   |         | 501     |  
|                                                                                                                                                                                                                            |                                                                                                                            |                    |         |          |   |   |         |        
|Adjusted Funds from Operations                                                                                                                                                                                              |                                                                                                                            | $                  | 258,267 |          |   | $ | 183,353 |        
|                                                                                                                                                                                                                            |                                                                                                                            |                    |         |          |   |   |         |        
|Cash Flow Provided By (Used For):                                                                                                                                                                                           |                                                                                                                            |                    |         |          |   |   |         |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Operating Activities                                                                                                       |                    | $       | 192,801  |   |   | $       | 109,489 |  
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Investing Activities                                                                                                       |                    | $       | (63,672  | ) |   | $       | (65,929 | )
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Financing Activities                                                                                                       |                    | $       | (144,775 | ) |   | $       | (29,522 | )
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Ratio of earnings to combined fixed charges and
	preferred share distributions                                                                                                                                              |                                                                                                                            |                    | 1.8     |          |   |   | 1.8     |        




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The White Paper on Funds from Operations approved by NAREIT in
	March 1995 defines Funds from Operations as net income (loss),
	computed in accordance with GAAP, excluding gains (or losses)
	from debt restructuring and sales of properties, plus real
	estate related depreciation and amortization and after
	adjustments for unconsolidated partnerships and joint ventures.
	In November 1999, NAREIT issued a National Policy Bulletin
	effective January 1, 2000 clarifying the definition of
	Funds from Operations to include all operating results, both
	recurring and non-recurring, except those defined as
	extraordinary under GAAP. EOP Partnership believes that Funds
	from Operations is helpful to investors as a measure of the
	performance of an equity REIT because, along with cash flow from
	operating activities, financing activities and investing
	activities, it provides investors with an indication of the
	ability of EOP Partnership to incur and service debt, to make
	capital expenditures and to fund other cash needs. EOP
	Partnership computes Funds from Operations in accordance with
	standards established by NAREIT, which may not be comparable to
	Funds from Operations reported by other REITs that do not define
	the term in accordance with the current NAREIT definition or
	that interpret the current NAREIT definition differently than
	EOP Partnership. Funds from Operations does not represent cash
	generated from operating activities in accordance with GAAP, nor
	does it represent cash available to pay distributions and should
	not be considered as an alternative to net income, determined in
	accordance with GAAP, as an indication of EOP Partnerships
	financial performance or to cash flow from operating activities,

29



---



##### Table of Contents



| |                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | determined in accordance with GAAP, as a measure of EOP
	Partnerships liquidity, nor is it indicative of funds
	available to fund EOP Partnerships cash needs, including
	its ability to make cash distributions.

ITEM 3.  Quantitative and Qualitative Disclosures
About Market Risk.

Since December 31, 2000, there have been no material
changes in the information regarding market risk that was
provided in EOP Partnerships Form 10-K for the year
ended December 31, 2000.

PART II. OTHER INFORMATION

ITEM 6.  Exhibits and Reports on
Form 8-K.

(a) Exhibits




|        |      |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------- | ---- | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |            
|No.     |      | Description
|        |      |            
|        | 2.3  |             |  | Agreement and Plan of Merger, dated
	February 23, 2001, as amended, among Equity Office, EOP
	Partnership, Spieker Properties, Inc. and Spieker, L.P.
	(incorporated herein by reference to Annex A to the consent
	solicitation/ information statement/ prospectus included as part
	of the Registration Statement on Form S-4 of Equity Office
	and EOP Partnership (No. 333-58488)). Exhibits D-I and
	K thereto are incorporated herein by reference to
	Exhibit 2.1 to Equity Offices Current Report on
	Form 8-K filed with the SEC on March 9, 2001. The
	registrant agrees to furnish supplementally a copy of
	Exhibits A-C and J to the SEC upon request.
|        | 10.1 |             |  | Bridge Facility Commitment Letter                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 10.2 |             |  | Fee Letter for Bridge Loan Facility dated
	May 11, 2001                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 12.1 | *           |  | Statement of computation of earnings to combined
	fixed charges and preferred share distributions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       







*  Previously filed.




(b) Reports on Form 8-K

On February 28, 2001, EOP Partnership filed a Current
Report on Form 8-K, Item 9, dated February 27, 2001,
containing information included in a presentation made on behalf
of Equity Office by Richard Kincaid, Executive Vice President
and Chief Financial Officer of Equity Office.

On March 9, 2001, EOP Partnership filed a Current Report on
Form 8-K, Item 5 dated February 22, 2001, in
connection with the announced merger agreement with Spieker
Properties, Inc.

30



---



##### Table of Contents






SIGNATURES

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



| |                                  
| | ---------------------------------
| | EOP OPERATING LIMITED PARTNERSHIP



| |     |                                                      
| | --- | -----------------------------------------------------
| | By: | EQUITY OFFICE PROPERTIES TRUST 
	 its general partner




Date: June 6, 2001







| |     |                       
| | --- | ----------------------
| | By: | /s/ STANLEY M. STEVENS




| |                                  
| | ---------------------------------
| |                                  
| | Stanley M. Stevens               
| | Executive Vice President,        
| | Chief Legal Counsel and Secretary




Date: June 6, 2001







| |     |                       
| | --- | ----------------------
| | By: | /s/ RICHARD D. KINCAID




| |                          
| | -------------------------
| |                          
| | Richard D. Kincaid       
| | Executive Vice President,
| | Chief Financial Officer  

31



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##### Table of Contents



INDEX TO EXHIBITS




|        |      |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------- | ---- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |            
|No.     |      | Description
|        |      |            
|        | 2.3  |             |  | Agreement and Plan of Merger, dated
	February 23, 2001, as amended, among Equity Office, EOP
	Partnership, Spieker Properties, Inc. and Spieker, L.P.
	(incorporated herein by reference to Annex A to the consent
	solicitation/ information statement/prospectus included as part
	of the Registration Statement on Form S-4 of Equity Office
	and EOP Partnership (No. 333-58488)). Exhibits D-I and K
	thereto are incorporated herein by reference to Exhibit 2.1
	to Equity Offices Current Report on Form 8-K filed
	with the SEC on March 9, 2001. The registrant agrees to
	furnish supplementally a copy of Exhibits A-C and J to the
	SEC upon request.
|        | 10.1 |             |  | Bridge Facility Commitment Letter                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 10.2 |             |  | Fee Letter for Bridge Loan Facility dated May 11,
	2001                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 12.1 | *           |  | Statement of computation of earnings to combined
	fixed charges and preferred share distributions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 




32