##### Table of Contents









UNITED STATES







---

FORM 10-Q

(Mark One)

x


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

OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended June 30, 2001 or

o

| |                                                  
| | -------------------------------------------------
| | 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 
þ  No 
o

APPLICABLE ONLY TO CORPORATE ISSUERS:

On July 31, 2001, 470,182,321 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 OPERATIONS                        
|CONSOLIDATED STATEMENTS OF NET COMPREHENSIVE INCOME          
|CONSOLIDATED STATEMENTS OF CASH FLOWS                        
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                   
|SIGNATURES                                                   
|Exhibit 3.1                                                  
|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

|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |            |            |            | 
|------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | ------------ | ---------- | ---------- | - | ---------- | ---------- | ---------- | 
|                                                                          |                                                                                                           | June 30,                                                                                                                                                                   |                                                                                | December 31,
|(Dollars in thousands, except per unit amounts)                           |                                                                                                           | 2001                                                                                                                                                                       |                                                                                | 2000        
|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |             
|                                                                          |                                                                                                           | (Unaudited)                                                                                                                                                                |                                                                                |             
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Assets:                                                                   |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Investment in real estate                                                                                 |                                                                                                                                                                            | $                                                                              | 17,603,951   |            |            | $ | 17,460,534 |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Developments in process                                                                                   |                                                                                                                                                                            |                                                                                | 127,862      |            |            |   | 70,422     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Land available for development                                                                            |                                                                                                                                                                            |                                                                                | 95,080       |            |            |   | 88,424     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Accumulated depreciation                                                                                  |                                                                                                                                                                            |                                                                                | (1,216,585   | )          |            |   | (978,055   | )         
|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          |                                                                                                           | Investment in real estate, net of accumulated
	depreciation                                                                                                                |                                                                                |              | 16,610,308 |            |   |            | 16,641,325 |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Cash and cash equivalents                                                                                 |                                                                                                                                                                            |                                                                                | 80,079       |            |            |   | 53,256     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Tenant and other receivables (net of allowance
	for doubtful accounts of $2,406 and $1,873, respectively) |                                                                                                                                                                            |                                                                                | 86,750       |            |            |   | 101,784    |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Deferred rent receivable                                                                                  |                                                                                                                                                                            |                                                                                | 234,236      |            |            |   | 207,088    |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Escrow deposits and restricted cash                                                                       |                                                                                                                                                                            |                                                                                | 43,334       |            |            |   | 39,832     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Investment in unconsolidated joint ventures                                                               |                                                                                                                                                                            |                                                                                | 1,146,276    |            |            |   | 1,164,613  |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Deferred financing costs (net of accumulated
	amortization of $28,783 and $21,756, respectively)          |                                                                                                                                                                            |                                                                                | 75,380       |            |            |   | 81,854     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Deferred leasing costs (net of accumulated
	amortization of $62,003 and $39,906, respectively)            |                                                                                                                                                                            |                                                                                | 168,455      |            |            |   | 151,178    |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Prepaid expenses and other assets (net of
	discounts of $78,878 and $78,871, respectively)                |                                                                                                                                                                            |                                                                                | 314,158      |            |            |   | 353,323    |           
|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          |                                                                                                           |                                                                                                                                                                            | Total Assets                                                                   |              | $          | 18,758,976 |   |            | $          | 18,794,253 | 
|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|Liabilities, Minority Interests, Redeemable
	Units and Partners Capital: |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Mortgage debt (including a net discount of
	$(18,904) and $(17,825), respectively)                        |                                                                                                                                                                            | $                                                                              | 2,867,958    |            |            | $ | 2,915,801  |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Unsecured notes (including a net discount of
	$(5,884) and $(3,807), respectively)                        |                                                                                                                                                                            |                                                                                | 5,834,116    |            |            |   | 5,836,193  |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Line of credit                                                                                            |                                                                                                                                                                            |                                                                                |             |            |            |   | 51,000     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Accounts payable and accrued expenses                                                                     |                                                                                                                                                                            |                                                                                | 424,453      |            |            |   | 497,811    |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Distribution payable                                                                                      |                                                                                                                                                                            |                                                                                | 160,954      |            |            |   | 3,681      |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Other liabilities                                                                                         |                                                                                                                                                                            |                                                                                | 178,554      |            |            |   | 200,176    |           
|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          |                                                                                                           |                                                                                                                                                                            | Total Liabilities                                                              |              |            | 9,466,035  |   |            |            | 9,504,662  | 
|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          | Commitments and contingencies                                                                             |                                                                                                                                                                            |                                                                                |             |            |            |   |           |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Minority Interests  partially owned
	properties                                                          |                                                                                                                                                                            |                                                                                | 178,179      |            |            |   | 197,161    |           
|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          | Redeemable units (1,717,844 and 43,778,735 issued
	and outstanding, respectively)                         |                                                                                                                                                                            |                                                                                | 54,122       |            |            |   | 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                                                                                  |                                                                                                                                                                            |                                                                                | 70,432       |            |            |   | 70,490     |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Limited Partners Capital                                                                                  |                                                                                                                                                                            |                                                                                | 8,403,309    |            |            |   | 7,024,784  |           
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Deferred compensation                                                                                     |                                                                                                                                                                            |                                                                                | (26,524      | )          |            |   | (14,871    | )         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Accumulated other comprehensive loss                                                                      |                                                                                                                                                                            |                                                                                |             |            |            |   | (28,255    | )         
|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          |                                                                                                           |                                                                                                                                                                            | Total Partners Capital                                                        |              |            | 9,060,640  |   |            |            | 7,666,071  | 
|                                                                          |                                                                                                           |                                                                                                                                                                            |                                                                                |              |            |            |   |           
|                                                                          |                                                                                                           |                                                                                                                                                                            | Total Liabilities, Minority Interests, Redeemable
	Units and Partners Capital |              | $          | 18,758,976 |   |            | $          | 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              
|                                                                                                                                                                |                            | June 30,                                
|                                                                                                                                                                |                            |                                         
|(Dollars in thousands, except per unit amounts)                                                                                                                 |                            | 2001                                     |                | 2000   
|                                                                                                                                                                |                            |                                          |                |        
|Revenues:                                                                                                                                                       |                            |                                          |                |         |         |         |             |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Rental                     |                                          | $              | 515,130 |         |         | $           | 379,115 |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Tenant reimbursements      |                                          |                | 99,805  |         |         |             | 68,982  |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Parking                    |                                          |                | 31,233  |         |         |             | 26,398  |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Other                      |                                          |                | 3,043   |         |         |             | 11,233  |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Fee income                 |                                          |                | 4,365   |         |         |             | 2,507   |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Interest/dividends         |                                          |                | 9,822   |         |         |             | 8,617   |        
|                                                                                                                                                                |                            |                                          |                |         |         |         |             |        
|                                                                                                                                                                |                            |                                          | Total revenues |         |         | 663,398 |             |         |         | 496,852 | 
|                                                                                                                                                                |                            |                                          |                |         |         |         |             |        
|Expenses:                                                                                                                                                       |                            |                                          |                |         |         |         |             |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Interest:                  |                                          |                |         |         |         |             |         |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                |                            | Expense incurred                         |                |         | 156,921 |         |             |         | 111,303 |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                |                            | Amortization of deferred financing costs |                |         | 2,703   |         |             |         | 1,101   |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Depreciation               |                                          |                | 114,923 |         |         |             | 84,397  |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Amortization               |                                          |                | 8,983   |         |         |             | 5,153   |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Real estate taxes          |                                          |                | 79,672  |         |         |             | 59,930  |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Insurance                  |                                          |                | 4,372   |         |         |             | 2,711   |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Repairs and maintenance    |                                          |                | 66,643  |         |         |             | 53,105  |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Property operating         |                                          |                | 65,299  |         |         |             | 49,715  |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Ground rent                |                                          |                | 3,376   |         |         |             | 2,438   |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | General and administrative |                                          |                | 26,757  |         |         |             | 22,089  |        
|                                                                                                                                                                |                            |                                          |                |         |         |         |             |        
|                                                                                                                                                                |                            |                                          | Total expenses |         |         | 529,649 |             |         |         | 391,942 | 
|                                                                                                                                                                |                            |                                          |                |         |         |         |             |        
|Income before allocation to minority interests,
	income from investment in unconsolidated joint ventures, gain on
	sales of real estate and extraordinary items |                            |                                          | 133,749        |         |         |         | 104,910     |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Minority Interests  partially owned
	properties                                                                                                                |                            |                                          | (1,353         | )       |         |         | (1,931      | )      
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Income from investment in unconsolidated joint
	ventures                                                                                                        |                            |                                          | 17,864         |         |         |         | 13,389      |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Gain on sales of real estate                                                                                                                                    |                            |                                          |               |         |         |         | 36,998      |        
|                                                                                                                                                                |                            |                                          |                |         |         |         |             |        
|Income before extraordinary items                                                                                                                               |                            |                                          | 150,260        |         |         |         | 153,366     |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Extraordinary items                                                                                                                                             |                            |                                          |               |         |         |         | (264        | )      
|                                                                                                                                                                |                            |                                          |                |         |         |         |             |        
|Net income                                                                                                                                                      |                            |                                          | 150,260        |         |         |         | 153,102     |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Put option settlement                                                                                                                                           |                            |                                          |               |         |         |         | (1,031      | )      
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Preferred distributions                                                                                                                                         |                            |                                          | (10,877        | )       |         |         | (10,883     | )      
|                                                                                                                                                                |                            |                                          |                |         |         |         |             |        
|Net income available for Units                                                                                                                                  |                            | $                                        | 139,383        |         |         | $       | 141,188     |        
|                                                                                                                                                                |                            |                                          |                |         |         |         |             |        
|Net income available per weighted average Unit
	outstanding  Basic                                                                                             |                            | $                                        | 0.40           |         |         | $       | 0.49        |        
|                                                                                                                                                                |                            |                                          |                |         |         |         |             |        
|Weighted average Units outstanding 
	Basic                                                                                                                     |                            |                                          | 348,782,348    |         |         |         | 288,805,951 |        
|                                                                                                                                                                |                            |                                          |                |         |         |         |             |        
|Net income available per weighted average Unit
	and unit equivalent outstanding  Diluted                                                                       |                            | $                                        | 0.40           |         |         | $       | 0.48        |        
|                                                                                                                                                                |                            |                                          |                |         |         |         |             |        
|Weighted average Units and unit equivalents
	outstanding  Diluted                                                                                              |                            |                                          | 351,519,782    |         |         |         | 291,674,501 |        
|                                                                                                                                                                |                            |                                          |                |         |         |         |             |        

See accompanying notes.

3



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##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP






CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)


|                                                                                                                                                                                                                            |                            |                                          |                |           |         |           |             |         |         |         | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ---------------------------------------- | -------------- | --------- | ------- | --------- | ----------- | ------- | ------- | ------- | 
|                                                                                                                                                                                                                            |                            |                                         
|                                                                                                                                                                                                                            |                            | For the six months ended                
|                                                                                                                                                                                                                            |                            | June 30,                                
|                                                                                                                                                                                                                            |                            |                                         
|(Dollars in thousands, except per unit amounts)                                                                                                                                                                             |                            | 2001                                     |                | 2000     
|                                                                                                                                                                                                                            |                            |                                          |                |          
|Revenues:                                                                                                                                                                                                                   |                            |                                          |                |           |         |           |             |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Rental                     |                                          | $              | 1,024,265 |         |           | $           | 737,481 |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Tenant reimbursements      |                                          |                | 197,126   |         |           |             | 131,965 |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Parking                    |                                          |                | 61,823    |         |           |             | 53,129  |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Other                      |                                          |                | 16,206    |         |           |             | 24,089  |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Fee income                 |                                          |                | 6,537     |         |           |             | 4,742   |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Interest/dividends         |                                          |                | 20,657    |         |           |             | 14,321  |        
|                                                                                                                                                                                                                            |                            |                                          |                |           |         |           |             |        
|                                                                                                                                                                                                                            |                            |                                          | Total revenues |           |         | 1,326,614 |             |         |         | 965,727 | 
|                                                                                                                                                                                                                            |                            |                                          |                |           |         |           |             |        
|Expenses:                                                                                                                                                                                                                   |                            |                                          |                |           |         |           |             |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Interest:                  |                                          |                |           |         |           |             |         |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            |                            | Expense incurred                         |                |           | 314,861 |           |             |         | 211,835 |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            |                            | Amortization of deferred financing costs |                |           | 4,029   |           |             |         | 2,478   |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Depreciation               |                                          |                | 229,489   |         |           |             | 168,286 |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Amortization               |                                          |                | 18,065    |         |           |             | 9,539   |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Real estate taxes          |                                          |                | 156,334   |         |           |             | 117,840 |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Insurance                  |                                          |                | 7,679     |         |           |             | 5,451   |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Repairs and maintenance    |                                          |                | 132,243   |         |           |             | 101,004 |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Property operating         |                                          |                | 134,321   |         |           |             | 96,503  |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Ground rent                |                                          |                | 6,457     |         |           |             | 4,462   |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | General and administrative |                                          |                | 52,396    |         |           |             | 41,740  |        
|                                                                                                                                                                                                                            |                            |                                          |                |           |         |           |             |        
|                                                                                                                                                                                                                            |                            |                                          | Total expenses |           |         | 1,055,874 |             |         |         | 759,138 | 
|                                                                                                                                                                                                                            |                            |                                          |                |           |         |           |             |        
|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 |                            |                                          | 270,740        |           |         |           | 206,589     |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Minority Interests  partially owned
	properties                                                                                                                                                                            |                            |                                          | (4,606         | )         |         |           | (2,484      | )      
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Income from investment in unconsolidated joint
	ventures                                                                                                                                                                    |                            |                                          | 33,290         |           |         |           | 24,763      |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Net gain on sales of real estate                                                                                                                                                                                            |                            |                                          |               |           |         |           | 40,860      |        
|                                                                                                                                                                                                                            |                            |                                          |                |           |         |           |             |        
|Income before extraordinary items and cumulative
	effect of a change in accounting principle                                                                                                                                |                            |                                          | 299,424        |           |         |           | 269,728     |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Extraordinary items                                                                                                                                                                                                         |                            |                                          |               |           |         |           | (875        | )      
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Cumulative effect of a change in accounting
	principle                                                                                                                                                                      |                            |                                          | (1,142         | )         |         |           |            |        
|                                                                                                                                                                                                                            |                            |                                          |                |           |         |           |             |        
|Net income                                                                                                                                                                                                                  |                            |                                          | 298,282        |           |         |           | 268,853     |        
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Put option settlement                                                                                                                                                                                                       |                            |                                          |               |           |         |           | (2,061      | )      
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Preferred distributions, net                                                                                                                                                                                                |                            |                                          | (21,761        | )         |         |           | (21,580     | )      
|                                                                                                                                                                                                                            |                            |                                          |                |           |         |           |             |        
|Net income available for Units                                                                                                                                                                                              |                            | $                                        | 276,521        |           |         | $         | 245,212     |        
|                                                                                                                                                                                                                            |                            |                                          |                |           |         |           |             |        
|Net income available per weighted average Unit
	outstanding  Basic                                                                                                                                                         |                            | $                                        | 0.79           |           |         | $         | 0.86        |        
|                                                                                                                                                                                                                            |                            |                                          |                |           |         |           |             |        
|Weighted average Units outstanding 
	Basic                                                                                                                                                                                 |                            |                                          | 348,630,252    |           |         |           | 285,093,297 |        
|                                                                                                                                                                                                                            |                            |                                          |                |           |         |           |             |        
|Net income available per weighted average Unit
	and unit equivalent outstanding  Diluted                                                                                                                                   |                            | $                                        | 0.79           |           |         | $         | 0.85        |        
|                                                                                                                                                                                                                            |                            |                                          |                |           |         |           |             |        
|Weighted average Units and unit equivalents
	outstanding  Diluted                                                                                                                                                          |                            |                                          | 351,452,397    |           |         |           | 287,924,827 |        
|                                                                                                                                                                                                                            |                            |                                          |                |           |         |           |             |        

See accompanying notes.

4



---



##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP






CONSOLIDATED STATEMENTS OF NET COMPREHENSIVE INCOME


(Unaudited)


|                                   |                                                               |                      |         |                    |  |      |         |         |   |   |         |        |   |   |         |         |  
|---------------------------------- | ------------------------------------------------------------- | -------------------- | ------- | ------------------ |  | ---- | ------- | ------- | - | - | ------- | ------ | - | - | ------- | ------- | -
|                                   |                                                               |                      |         |                   
|                                   |                                                               | For the three months |         | For the six months
|                                   |                                                               | ended June 30,       |         | ended June 30,    
|                                   |                                                               |                      |         |                   
|(Dollars in thousands)             |                                                               | 2001                 |         | 2000               |  | 2001 |         | 2000   
|                                   |                                                               |                      |         |                    |  |      |         |        
|Net income                         |                                                               | $                    | 150,260 |                    |  | $    | 153,102 |         |   | $ | 298,282 |        |   | $ | 268,853 |        
|                                  
|                                  
|                                  
|                                  
|Other comprehensive income (loss): |                                                               |                      |         |                    |  |      |         |         |   |   |         |        |   |   |         |        
|                                  
|                                  
|                                  
|                                  
|                                   | Unrealized holding (losses) arising during
	the period        |                      |         |                   |  |      |         | (47,024 | ) |   |         | (1,416 | ) |   |         | (19,484 | )
|                                  
|                                  
|                                  
|                                  
|                                   | Recognition of permanent impairment on marketable
	securities |                      |         | 5,587              |  |      |         |        |   |   |         | 29,671 |   |   |         |        |  
|                                   |                                                               |                      |         |                    |  |      |         |         |   |   |         |        |   |   |         |        
|Net comprehensive income           |                                                               | $                    | 155,847 |                    |  | $    | 106,078 |         |   | $ | 326,537 |        |   | $ | 249,369 |        
|                                   |                                                               |                      |         |                    |  |      |         |         |   |   |         |        |   |   |         |        

See accompanying notes.

5



---



##### Table of Contents



EOP OPERATING LIMITED PARTNERSHIP






CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)


|                                              |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |            |          |         |         | 
|--------------------------------------------- | --------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------- | ----------------------------------------- | -------- | ------- | ------- | ---------- | -------- | ------- | ------- | 
|                                              |                                                                                                     |                                                                                                                                         
|                                              |                                                                                                     | For the six months ended                                                                                                                
|                                              |                                                                                                     | June 30,                                                                                                                                
|                                              |                                                                                                     |                                                                                                                                         
|(Dollars in thousands)                        |                                                                                                     | 2001                                                                                                                                     |                                                           | 2000                                     
|                                              |                                                                                                     |                                                                                                                                          |                                                           |                                          
|Operating Activities:                         |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|                                             
|                                             
|                                             
|                                             
|                                              | Net income                                                                                          |                                                                                                                                          | $                                                         | 298,282                                   |          |         | $       | 268,853    |         
|                                             
|                                             
|                                             
|                                             
|                                              | Adjustments to reconcile net income to net cash
	provided by operating activities:                  |                                                                                                                                          |                                                           |                                           |          |         |         |            |         
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                     | Depreciation and amortization                                                                                                            |                                                           |                                           | 251,583  |         |         |            | 180,303  |        
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                     | Interest/dividend income accrued but not received                                                                                        |                                                           |                                           | (7,856   | )       |         |            | (872     | )      
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                     | Permanent impairment write down on marketable
	securities                                                                                |                                                           |                                           | 8,499    |         |         |            |         |        
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                     | Amortization of discounts included in interest/
	dividend income                                                                         |                                                           |                                           | (1,034   | )       |         |            |         |        
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                     | Amortization of premiums/ discounts on unsecured
	notes and terminated interest rate protection agreements
	included in interest expense |                                                           |                                           | 2,343    |         |         |            | 1,970    |        
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                     | Amortization of deferred revenue included in
	other income                                                                               |                                                           |                                           | (773     | )       |         |            | (2,166   | )      
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                     | Compensation related to restricted shares issued
	to employees by Equity Office                                                          |                                                           |                                           | 4,958    |         |         |            | 3,724    |        
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                     | Income from unconsolidated joint ventures                                                                                                |                                                           |                                           | (33,290  | )       |         |            | (24,763  | )      
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                     | Net gain on sales of real estate                                                                                                         |                                                           |                                           |         |         |         |            | (40,860  | )      
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                     | Extraordinary items                                                                                                                      |                                                           |                                           |         |         |         |            | 875      |        
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                     | Cumulative effect of a change in accounting
	principle                                                                                   |                                                           |                                           | 1,142    |         |         |            |         |        
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                     | Tenant receivables written-off as uncollectible                                                                                          |                                                           |                                           | 8,031    |         |         |            | 1,378    |        
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                     | Allocation to minority interests                                                                                                         |                                                           |                                           | 4,606    |         |         |            | 2,484    |        
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                     | Changes in assets and liabilities:                                                                                                       |                                                           |                                           |          |         |         |            |          |        
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                     |                                                                                                                                          | Decrease in rents receivable                              |                                           |          | 14,114  |         |            |          | 9,738   |        
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                     |                                                                                                                                          | (Increase) in deferred rent receivable                    |                                           |          | (34,259 | )       |            |          | (27,203 | )      
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                     |                                                                                                                                          | Decrease (increase) in prepaid expenses and other
	assets |                                           |          | 2,490   |         |            |          | (89     | )      
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                     |                                                                                                                                          | (Decrease) in accounts payable and accrued
	expenses      |                                           |          | (74,031 | )       |            |          | (4,264  | )      
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                     |                                                                                                                                          | Increase in other liabilities                             |                                           |          | 11,647  |         |            |          | 9,350   |        
|                                              |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|                                              |                                                                                                     |                                                                                                                                          |                                                           | Net cash provided by operating activities |          |         | 456,452 |            |          |         | 378,458 | 
|                                              |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|Investing Activities:                         |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|                                             
|                                             
|                                             
|                                             
|                                              | Property acquisitions                                                                               |                                                                                                                                          |                                                           | (35,699                                   | )        |         |         | (19,508    | )       
|                                             
|                                             
|                                             
|                                             
|                                              | Acquisition of Cornerstone Properties Limited
	Partnership                                          |                                                                                                                                          |                                                           |                                          |          |         |         | (1,158,742 | )       
|                                             
|                                             
|                                             
|                                             
|                                              | Property dispositions                                                                               |                                                                                                                                          |                                                           | 8,600                                     |          |         |         | 309,049    |         
|                                             
|                                             
|                                             
|                                             
|                                              | Payments for capital and tenant improvements                                                        |                                                                                                                                          |                                                           | (128,745                                  | )        |         |         | (113,002   | )       
|                                             
|                                             
|                                             
|                                             
|                                              | Distributions from unconsolidated joint ventures                                                    |                                                                                                                                          |                                                           | 69,008                                    |          |         |         | 124,601    |         
|                                             
|                                             
|                                             
|                                             
|                                              | Investments in unconsolidated joint ventures                                                        |                                                                                                                                          |                                                           | (56,246                                   | )        |         |         | (8,206     | )       
|                                             
|                                             
|                                             
|                                             
|                                              | Payments of lease acquisition costs                                                                 |                                                                                                                                          |                                                           | (33,144                                   | )        |         |         | (34,497    | )       
|                                             
|                                             
|                                             
|                                             
|                                              | Investment in securities                                                                            |                                                                                                                                          |                                                           | (683                                      | )        |         |         | (83,047    | )       
|                                             
|                                             
|                                             
|                                             
|                                              | Repayment of (investment in) notes receivable                                                       |                                                                                                                                          |                                                           | 4,382                                     |          |         |         | (1,000     | )       
|                                             
|                                             
|                                             
|                                             
|                                              | (Increase) in escrow deposits and restricted cash                                                   |                                                                                                                                          |                                                           | (3,502                                    | )        |         |         | (8,738     | )       
|                                              |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|                                              |                                                                                                     | Net cash (used for) investing activities                                                                                                 |                                                           |                                           | (176,029 | )       |         |            | (993,090 | )      
|                                              |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|Financing Activities:                         |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|                                             
|                                             
|                                             
|                                             
|                                              | Repurchase of Units                                                                                 |                                                                                                                                          |                                                           |                                          |          |         |         | (119,633   | )       
|                                             
|                                             
|                                             
|                                             
|                                              | Proceeds from exercise of share options                                                             |                                                                                                                                          |                                                           | 27,778                                    |          |         |         | 26,615     |         
|                                             
|                                             
|                                             
|                                             
|                                              | Redemption of Units                                                                                 |                                                                                                                                          |                                                           |                                          |          |         |         | (3,780     | )       
|                                             
|                                             
|                                             
|                                             
|                                              | Distributions to unitholders                                                                        |                                                                                                                                          |                                                           | (157,901                                  | )        |         |         | (120,381   | )       
|                                             
|                                             
|                                             
|                                             
|                                              | Payment of preferred distributions                                                                  |                                                                                                                                          |                                                           | (21,761                                   | )        |         |         | (21,767    | )       
|                                             
|                                             
|                                             
|                                             
|                                              | Repurchase of preferred units, including
	transaction costs                                         |                                                                                                                                          |                                                           |                                          |          |         |         | (890       | )       
|                                             
|                                             
|                                             
|                                             
|                                              | Payment of offering costs                                                                           |                                                                                                                                          |                                                           | (34                                       | )        |         |         | (4         | )       
|                                             
|                                             
|                                             
|                                             
|                                              | Distributions to minority interests in partially
	owned properties                                  |                                                                                                                                          |                                                           | (3,365                                    | )        |         |         | (5,696     | )       
|                                             
|                                             
|                                             
|                                             
|                                              | Proceeds from mortgage debt                                                                         |                                                                                                                                          |                                                           | 140,000                                   |          |         |         | 190,000    |         
|                                             
|                                             
|                                             
|                                             
|                                              | Proceeds from unsecured notes                                                                       |                                                                                                                                          |                                                           |                                          |          |         |         | 499,320    |         
|                                             
|                                             
|                                             
|                                             
|                                              | Proceeds from lines of credit                                                                       |                                                                                                                                          |                                                           | 2,928,250                                 |          |         |         | 3,031,800  |         
|                                             
|                                             
|                                             
|                                             
|                                              | Principal payments on mortgage debt                                                                 |                                                                                                                                          |                                                           | (186,764                                  | )        |         |         | (318,047   | )       
|                                             
|                                             
|                                             
|                                             
|                                              | Principal payments on lines of credit                                                               |                                                                                                                                          |                                                           | (2,979,250                                | )        |         |         | (2,448,341 | )       
|                                             
|                                             
|                                             
|                                             
|                                              | Payments of loan costs                                                                              |                                                                                                                                          |                                                           | (553                                      | )        |         |         | (14,548    | )       
|                                              |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|                                              |                                                                                                     | Net cash (used for) provided by financing
	activities                                                                                    |                                                           |                                           | (253,600 | )       |         |            | 694,648  |        
|                                              |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|                                              | Net increase in cash and cash equivalents                                                           |                                                                                                                                          |                                                           | 26,823                                    |          |         |         | 80,016     |         
|                                             
|                                             
|                                             
|                                             
|                                              | Cash and cash equivalents at the beginning of the
	period                                           |                                                                                                                                          |                                                           | 53,256                                    |          |         |         | 2,338      |         
|                                              |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|                                              | Cash and cash equivalents at the end of the period                                                  |                                                                                                                                          | $                                                         | 80,079                                    |          |         | $       | 82,354     |         
|                                              |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|Supplemental Information:                     |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|                                             
|                                             
|                                             
|                                             
|                                              | Interest paid during the period, including
	capitalized interest of $9,658 and $8,417, respectively |                                                                                                                                          | $                                                         | 324,436                                   |          |         | $       | 200,054    |         
|                                              |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|Non-Cash Investing and Financing
	Activities: |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|                                             
|                                             
|                                             
|                                             
|                                              | Mortgage loans and line of credit assumed through
	Cornerstone Merger                               |                                                                                                                                          |                                                           |                                          |          |         | $       | 1,720,449  |         
|                                              |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|                                              | Net liabilities assumed through Cornerstone Merger                                                  |                                                                                                                                          |                                                           |                                          |          |         | $       | 34,507     |         
|                                              |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|                                              | Minority interest in partially owned properties
	assumed through Cornerstone Merger                 |                                                                                                                                          |                                                           |                                          |          |         | $       | 165,154    |         
|                                              |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|                                              | Common Shares, options and Units issued through
	Cornerstone Merger                                 |                                                                                                                                          |                                                           |                                          |          |         | $       | 1,577,260  |         
|                                              |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|                                              | Escrow deposits used for property acquisitions                                                      |                                                                                                                                          |                                                           |                                          |          |         | $       | 8,138      |         
|                                              |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|                                              | Escrow deposits provided by property dispositions                                                   |                                                                                                                                          |                                                           |                                          |          |         | $       | (145,001   | )       
|                                              |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|                                              | Mortgage loan assumed through property acquisition                                                  |                                                                                                                                          |                                                           |                                          |          |         | $       | 65,661     |         
|                                              |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           
|                                              | Note receivable and accrued interest receivable
	contributed for investment in real estate          |                                                                                                                                          | $                                                         | 23,797                                    |          |         |         |           |         
|                                              |                                                                                                     |                                                                                                                                          |                                                           |                                           |          |         |         |           

See accompanying notes.

6



---



##### 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 together with the
financial statements and notes thereto included in the
Form 10-K/ A 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 EOP Partnership Predecessors. 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 June 30, 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 June 30, 2001 was approximately 94.6%. 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
and six months ended June 30, 2001 and 2000 and related
footnote disclosures are unaudited. In the opinion of
management, such financial statements

7



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)


(Unaudited)


reflect all 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  ACQUISITIONS

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 at the time
of the close. The total payoff was approximately $47.5 million,
which included accrued interest of approximately $0.2 million.

On June 27, 2001, pursuant to an investment agreement
between EOP Partnership and MaguirePartners, an unaffiliated
entity, EOP Partnership exercised its option to acquire an 87.5%
equity interest in Waters Edge, an office complex to be
developed in the Playa Vista master-planned community in west
Los Angeles, California that will consist of approximately
450,000 square feet. The remaining 12.5% interest is owned by
MaguirePartners. The consideration for the 87.5% equity interest
acquired by EOP Partnership consisted of the contribution of its
note receivable from MaguirePartners plus accrued interest of
approximately $23.8 million and approximately
$3.9 million in cash. The joint venture was formed for the
purpose of developing, constructing, leasing and managing
Waters Edge Phase I and acquiring an adjacent parcel for a
potential Phase II development. The total cost for the
development of Phase I and land acquisition of Phase II is
approximately $91 million, which includes $14.5 million
allocated to the cost of the Phase II land parcel. EOP
Partnership plans to fund approximately $74.3 million of the
Phase I total development costs, which represents 87.5% of the
equity component with the balance allocated to construction
financing in the form of preferred equity.

NOTE 4  INVESTMENT IN UNCONSOLIDATED JOINT
VENTURES

EOP Partnership has several investments in unconsolidated joint
ventures consisting of Office Properties, Parking Facilities,
property management and development companies and two companies
that provide fully

8



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)


(Unaudited)


furnished office space to tenants. Combined summarized financial
information of the unconsolidated joint ventures is as follows:

|                                                                                                                                                                 |                                    |                                                           |           |              |           |   |           |           |           | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------- | --------------------------------------------------------- | --------- | ------------ | --------- | - | --------- | --------- | --------- | 
|                                                                                                                                                                 |                                    | June 30,                                                  |           | December 31,
|(Dollars in thousands)                                                                                                                                           |                                    | 2001                                                      |           | 2000        
|                                                                                                                                                                 |                                    |                                                           |           |             
|Balance Sheets:                                                                                                                                                  |                                    |                                                           |           |              |           |   |           |          
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                 | Real estate, net                   |                                                           | $         | 2,950,476    |           |   | $         | 2,928,225 |          
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                 | Other assets                       |                                                           |           | 244,584      |           |   |           | 239,267   |          
|                                                                                                                                                                 |                                    |                                                           |           |              |           |   |           |          
|                                                                                                                                                                 |                                    | Total Assets                                              |           | $            | 3,195,060 |   |           | $         | 3,167,492 | 
|                                                                                                                                                                 |                                    |                                                           |           |              |           |   |           |          
|                                                                                                                                                                 | Mortgage debt                      |                                                           | $         | 1,354,246    |           |   | $         | 1,333,304 |          
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                 | Other liabilities                  |                                                           |           | 147,403      |           |   |           | 138,210   |          
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                 | Partners and shareholders equity |                                                           |           | 1,693,411    |           |   |           | 1,695,978 |          
|                                                                                                                                                                 |                                    |                                                           |           |              |           |   |           |          
|                                                                                                                                                                 |                                    | Total Liabilities and Partners and
	Shareholders Equity |           | $            | 3,195,060 |   |           | $         | 3,167,492 | 
|                                                                                                                                                                 |                                    |                                                           |           |              |           |   |           |          
|EOP Partnerships share of equity                                                                                                                                |                                    | $                                                         | 1,013,531 |              |           | $ | 1,016,213 |          
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|Net excess of cost of investments over/under the
	net book value of underlying net assets, net of accumulated
	depreciation of $18,877 and $16,905, respectively |                                    |                                                           | 132,745   |              |           |   | 148,400   |          
|                                                                                                                                                                 |                                    |                                                           |           |              |           |   |           |          
|Carrying value of investments in unconsolidated
	joint ventures                                                                                                  |                                    | $                                                         | 1,146,276 |              |           | $ | 1,164,613 |          
|                                                                                                                                                                 |                                    |                                                           |           |              |           |   |           |          
|EOP Partnerships share of unconsolidated
	mortgage debt                                                                                                         |                                    | $                                                         | 845,322   |              |           | $ | 834,093   |          
|                                                                                                                                                                 |                                    |                                                           |           |              |           |   |           |          

|                                                                                |                                                                          |                               |                |                    |        |        |        |        |        |        |        |         |         |         |        |         |        |         | 
|------------------------------------------------------------------------------- | ------------------------------------------------------------------------ | ----------------------------- | -------------- | ------------------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------- | ------- | ------- | ------ | ------- | ------ | ------- | 
|                                                                                |                                                                          |                               |                |                   
|                                                                                |                                                                          | For the three months          |                | For the six months
|                                                                                |                                                                          | ended June 30,                |                | ended June 30,    
|                                                                                |                                                                          |                               |                |                   
|(Dollars in thousands)                                                          |                                                                          | 2001                          |                | 2000               |        | 2001   |        | 2000  
|                                                                                |                                                                          |                               |                |                    |        |        |        |       
|Statements of Operations:                                                       |                                                                          |                               |                |                    |        |        |        |        |        |        |        |         |         |         |        |        
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Revenues                                                                 |                               | $              | 119,836            |        |        | $      | 78,531 |        |        | $      | 250,655 |         |         | $      | 149,801 |       
|                                                                                |                                                                          |                               |                |                    |        |        |        |        |        |        |        |         |         |         |        |        
|                                                                                | Expenses:                                                                |                               |                |                    |        |        |        |        |        |        |        |         |         |         |        |         |       
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                |                                                                          | Interest expense              |                |                    | 24,906 |        |        |        | 10,622 |        |        |         | 50,216  |         |        |         | 21,363 |        
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                |                                                                          | Depreciation and amortization |                |                    | 20,208 |        |        |        | 13,348 |        |        |         | 41,188  |         |        |         | 25,420 |        
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                |                                                                          | Operating expenses            |                |                    | 48,173 |        |        |        | 29,195 |        |        |         | 103,816 |         |        |         | 57,173 |        
|                                                                                |                                                                          |                               |                |                    |        |        |        |        |        |        |        |         |         |         |        |        
|                                                                                |                                                                          |                               | Total expenses |                    |        | 93,287 |        |        |        | 53,165 |        |         |         | 195,220 |        |         |        | 103,956 | 
|                                                                                |                                                                          |                               |                |                    |        |        |        |        |        |        |        |         |         |         |        |        
|                                                                                | Net income before cumulative effect of a change
	in accounting principle |                               |                | 26,549             |        |        |        | 25,366 |        |        |        | 55,435  |         |         |        | 45,845  |       
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                                | Cumulative effect of a change in accounting
	principle                   |                               |                |                   |        |        |        |       |        |        |        | (2,279  | )       |         |        |        |       
|                                                                                |                                                                          |                               |                |                    |        |        |        |        |        |        |        |         |         |         |        |        
|                                                                                | Net income                                                               |                               | $              | 26,549             |        |        | $      | 25,366 |        |        | $      | 53,156  |         |         | $      | 45,845  |       
|                                                                                |                                                                          |                               |                |                    |        |        |        |        |        |        |        |         |         |         |        |        
|EOP Partnerships share of net income                                           |                                                                          | $                             | 17,864         |                    |        | $      | 13,389 |        |        | $      | 33,290 |         |         | $       | 24,763 |        
|                                                                                |                                                                          |                               |                |                    |        |        |        |        |        |        |        |         |         |         |        |        
|EOP Partnerships share of interest expense                                     |                                                                          | $                             | 15,406         |                    |        | $      | 4,833  |        |        | $      | 31,821 |         |         | $       | 9,947  |        
|                                                                                |                                                                          |                               |                |                    |        |        |        |        |        |        |        |         |         |         |        |        
|EOP Partnerships share of depreciation and
	amortization (real estate related) |                                                                          | $                             | 12,593         |                    |        | $      | 8,584  |        |        | $      | 25,270 |         |         | $       | 15,843 |        
|                                                                                |                                                                          |                               |                |                    |        |        |        |        |        |        |        |         |         |         |        |        

On June 27, 2001, the joint venture that owns Promenade II
obtained a second mortgage loan in the amount of $20.0 million.
The mortgage note matures on October 1, 2006 and bears an
interest rate of 6.90%. EOP Partnerships portion of the
mortgage debt is $10.0 million.

9



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)


(Unaudited)


NOTE 5  MORTGAGE DEBT

On June 27, 2001, second mortgage loans were obtained and
secured by the following Office Properties:

|                    |  |               |           |               |  |                |      |   |  |   |         | 
|------------------- |  | ------------- | --------- | ------------- |  | -------------- | ---- | - |  | - | ------- | 
|                    |  |               |           |               |  | Amount        
|Property            |  | Maturity Date |           | Interest Rate |  | (in thousands)
|                    |  |               |           |               |  |               
|One Market          |  |               | 10/1/2005 |               |  |                | 6.90 | % |  | $ | 40,000  | 
|Bayhill Office Park |  |               | 12/1/2006 |               |  |                | 6.90 | % |  |   | 40,000  | 
|580 California      |  |               | 4/1/2006  |               |  |                | 6.90 | % |  |   | 30,000  | 
|Reston Town Center  |  |               | 1/1/2007  |               |  |                | 6.90 | % |  |   | 30,000  | 
|                    |  |               |           |               |  |                |      |   |  |   |         | 
|                    |  |               |           |               |  |                |      |   |  | $ | 140,000 | 
|                    |  |               |           |               |  |                |      |   |  |   |         | 

NOTE 6  UNSECURED NOTES

In June 2001, EOP Partnership entered into an interest rate
swap agreement that effectively hedged the fixed interest rate
of 6.625% on $400 million of unsecured notes until the maturity
of the notes on February 15, 2005. The terms of the
interest rate swap require semiannual settlements on
February 15 and August 15 which are also the interest
payment dates for the $400 million notes. The counterparty is
the fixed rate payer and EOP Partnership is the variable rate
payer. The variable rate is based on three-month LIBOR plus 109
basis points. The interest rate swap is classified as a
derivative under FAS 133 Accounting for Derivative
Instruments and Hedging Activitiesand as a perfectly
effective hedge of the $400 million notes. In accordance with
FAS 133 the interest rate swap and the $400 million notes
are reflected at market value at June 30, 2001. The mark to
market adjustment on the swap was $(2.5) million. The mark to
market on the $400 million notes was also $2.5 million which is
reflected in the net discount on unsecured notes. Because the
swap is considered a perfectly effective hedge under
FAS 133, there is no effect on net income from the mark to
market adjustments.

NOTE 7  PARTNERS CAPITAL

Units

The following table presents the changes in the issued and
outstanding Units since March 31, 2001:

|                                                                                                  |  |  |             |  
|------------------------------------------------------------------------------------------------- |  |  | ----------- | -
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Outstanding at March 31, 2001                                                                     |  |  | 307,298,375 |  
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Reclassification of Redeemable Units(a)                                                           |  |  | 41,056,246  |  
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Issued to Equity Office related to Common Shares
	issued for share option exercises               |  |  | 636,958     |  
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Restricted Units cancelled, net                                                                   |  |  | (33,000     | )
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Units issued to Equity Office for Common Shares
	issued through the Dividend Reinvestment Program |  |  | 4,165       |  
|                                                                                                  |  |  |             |  
|Outstanding at June 30, 2001.                                                                     |  |  | 348,962,744 |  
|                                                                                                  |  |  |             |  




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Each limited partner of EOP Partnership, excluding Equity
	Office, may, subject to certain limitations, require that EOP
	Partnership redeem its Units. Under the partnership agreement of
	EOP Partnership, Equity Office has the right to assume directly
	and satisfy the redemption right of a limited partner by issuing
	its Common Shares or cash in exchange for any Units tendered for
	redemption. If Equity Office does not assume EOP
	Partnerships obligation to redeem the Units, upon
	redemption the limited partner will receive cash from EOP
	Partnership in an amount equal to the market value of the Equity
	Office Common Shares for which the EOP Partnership units would
	have been redeemed if Equity Office had elected to assume and
	satisfy EOP Partnerships obligation by paying Equity
	Office Common

10



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)


(Unaudited)




| |                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Shares. Under an assignment and assumption agreement entered
	into with EOP Partnership on June 29, 2001, if Equity
	Office elects to assume directly and satisfy the redemption
	right of a limited partner, EOP Partnership is entitled to make
	the election as to whether Equity Office issues Common Shares or
	cash in exchange for units tendered for redemption.

Distributions

|                         |  |              |           |           |  |             |               |  |  |  |              | 
|------------------------ |  | ------------ | --------- | --------- |  | ----------- | ------------- |  |  |  | ------------ | 
|                         |  | Distribution |           |           |  | Unitholder 
|                         |  | per Unit     |           | Date Paid |  | Record Date
|                         |  |              |           |           |  |            
|Units                    |  | $            | 0.45      |           |  |             | July 19, 2001 |  |  |  | July 6, 2001 | 
|                        
|                        
|                        
|                        
|Series A Preferred Units |  | $            | 0.56125   |           |  |             | June 15, 2001 |  |  |  | June 1, 2001 | 
|                        
|                        
|                        
|                        
|Series B Preferred Units |  | $            | 0.65625   |           |  |             | May 15, 2001  |  |  |  | May 1, 2001  | 
|                        
|                        
|                        
|                        
|Series C Preferred Units |  | $            | 0.5390625 |           |  |             | June 15, 2001 |  |  |  | June 1, 2001 | 

NOTE 8  INVESTMENT IN SECURITIES

EOP Partnership has various investments in securities of
publicly and privately held companies. During the second quarter
of 2001 the investments in the publicly held companies were
deemed to be permanently impaired resulting in a charge against
net income of approximately $5.6 million. This loss was
previously recorded as an unrealized loss and reflected in other
comprehensive income.

NOTE 9  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 |   | For the six months ended
|                                             |                                                                                                                                                         | June 30,                   |   | June 30,                
|                                             |                                                                                                                                                         |                            |   |                         
|(Dollars in thousands, except per unit data) |                                                                                                                                                         | 2001                       |   | 2000                     |  | 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 |                            | $ | 139,383                  |  |      | $ | 105,927 |   |  | $ | 277,663 |   |  | $ | 206,700 |  
|                                            
|                                            
|                                            
|                                            
|                                             | Net gain on sales of real estate (excluding
	allocation to minority interests of $1,473 for the three and six
	months ended June 30, 2000)              |                            |   |                         |  |      |   | 35,525  |   |  |   |        |   |  |   | 39,387  |  
|                                            
|                                            
|                                            
|                                            
|                                             | Extraordinary items                                                                                                                                     |                            |   |                         |  |      |   | (264    | ) |  |   |        |   |  |   | (875    | )
|                                            
|                                            
|                                            
|                                            
|                                             | Cumulative effect of a change in accounting
	principle                                                                                                  |                            |   |                         |  |      |   |        |   |  |   | (1,142  | ) |  |   |        |  
|                                             |                                                                                                                                                         |                            |   |                          |  |      |   |         |   |  |   |         |   |  |   |        
|                                             | Numerator for basic and diluted earnings per Unit
	and unit equivalent  net income available for Units
	and unit equivalents                           |                            | $ | 139,383                  |  |      | $ | 141,188 |   |  | $ | 276,521 |   |  | $ | 245,212 |  
|                                             |                                                                                                                                                         |                            |   |                          |  |      |   |         |   |  |   |         |   |  |   |        

11



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)


(Unaudited)


|                                                                                           |                                                                                                                                                                                  |                                                                                                 |   |                          |           |      |   |             |           |  |   |             |           |  |   |             |           | 
|------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | - | ------------------------ | --------- | ---- | - | ----------- | --------- |  | - | ----------- | --------- |  | - | ----------- | --------- | 
|                                                                                           |                                                                                                                                                                                  |                                                                                                 |   |                         
|                                                                                           |                                                                                                                                                                                  | For the three months ended                                                                      |   | For the six months ended
|                                                                                           |                                                                                                                                                                                  | June 30,                                                                                        |   | June 30,                
|                                                                                           |                                                                                                                                                                                  |                                                                                                 |   |                         
|(Dollars in thousands, except per unit data)                                               |                                                                                                                                                                                  | 2001                                                                                            |   | 2000                     |           | 2001 |   | 2000       
|                                                                                           |                                                                                                                                                                                  |                                                                                                 |   |                          |           |      |   |            
|Denominator:                                                                               |                                                                                                                                                                                  |                                                                                                 |   |                          |           |      |   |             |           |  |   |             |           |  |   |            
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                           | Denominator for net income available per weighted average Unit
	outstanding  Basic  weighted average Units
	outstanding                                                        |                                                                                                 |   | 348,782,348              |           |      |   | 288,805,951 |           |  |   | 348,630,252 |           |  |   | 285,093,297 |          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                           | Effect of dilutive securities:                                                                                                                                                   |                                                                                                 |   |                          |           |      |   |             |           |  |   |             |           |  |   |             |          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                           |                                                                                                                                                                                  | Units issuable upon exercise of Equity Office share options, put
	options and restricted shares |   |                          | 2,737,434 |      |   |             | 2,868,550 |  |   |             | 2,822,145 |  |   |             | 2,831,530 | 
|                                                                                           |                                                                                                                                                                                  |                                                                                                 |   |                          |           |      |   |             |           |  |   |             |           |  |   |            
|                                                                                           | Denominator for net income available per weighted average Unit
	outstanding and unit equivalent outstanding  Diluted
	 weighted average Units and unit equivalents outstanding |                                                                                                 |   | 351,519,782              |           |      |   | 291,674,501 |           |  |   | 351,452,397 |           |  |   | 287,924,827 |          
|                                                                                           |                                                                                                                                                                                  |                                                                                                 |   |                          |           |      |   |             |           |  |   |             |           |  |   |            
|Net income available per weighted average Unit
	outstanding  Basic:                       |                                                                                                                                                                                  |                                                                                                 |   |                          |           |      |   |             |           |  |   |             |           |  |   |            
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                           | Net income before net gain on sales of real estate,
	extraordinary items and cumulative effect of a change in
	accounting principle                                              |                                                                                                 | $ | 0.40                     |           |      | $ | 0.37        |           |  | $ | 0.80        |           |  | $ | 0.73        |          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                           | Net gain on sales of real estate                                                                                                                                                 |                                                                                                 |   |                         |           |      |   | 0.12        |           |  |   |            |           |  |   | 0.13        |          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                           | Extraordinary items                                                                                                                                                              |                                                                                                 |   |                         |           |      |   |            |           |  |   |            |           |  |   |            |          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                           | Cumulative effect of a change in accounting principle                                                                                                                            |                                                                                                 |   |                         |           |      |   |            |           |  |   | (0.01       | )         |  |   |            |          
|                                                                                           |                                                                                                                                                                                  |                                                                                                 |   |                          |           |      |   |             |           |  |   |             |           |  |   |            
|                                                                                           | Net income per weighted average Unit outstanding 
	Basic                                                                                                                        |                                                                                                 | $ | 0.40                     |           |      | $ | 0.49        |           |  | $ | 0.79        |           |  | $ | 0.86        |          
|                                                                                           |                                                                                                                                                                                  |                                                                                                 |   |                          |           |      |   |             |           |  |   |             |           |  |   |            
|Net income available per weighted average Unit and unit
	equivalent outstanding  Diluted: |                                                                                                                                                                                  |                                                                                                 |   |                          |           |      |   |             |           |  |   |             |           |  |   |            
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                           | 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        |           |  | $ | 0.79        |           |  | $ | 0.71        |          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                           | Net gain on sales of real estate                                                                                                                                                 |                                                                                                 |   |                         |           |      |   | 0.12        |           |  |   |            |           |  |   | 0.14        |          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                           | Extraordinary items                                                                                                                                                              |                                                                                                 |   |                         |           |      |   |            |           |  |   |            |           |  |   |            |          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                           | Cumulative effect of a change in accounting principle                                                                                                                            |                                                                                                 |   |                         |           |      |   |            |           |  |   |            |           |  |   |            |          
|                                                                                           |                                                                                                                                                                                  |                                                                                                 |   |                          |           |      |   |             |           |  |   |             |           |  |   |            
|                                                                                           | Net income available per weighted average Unit and unit
	equivalent outstanding  Diluted                                                                                        |                                                                                                 | $ | 0.40                     |           |      | $ | 0.48        |           |  | $ | 0.79        |           |  | $ | 0.85        |          
|                                                                                           |                                                                                                                                                                                  |                                                                                                 |   |                          |           |      |   |             |           |  |   |             |           |  |   |            

12



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)


(Unaudited)


The following securities on a weighted average basis were not
included in the computation of net income available per weighted
average Unit and unit equivalent since they would have an
antidilutive effect:

|                         |       |                  |        |                      |  |                          |           |            |  |      |           |            |  |  |           |            |  |  |           |            | 
|------------------------ | ----- | ---------------- | ------ | -------------------- |  | ------------------------ | --------- | ---------- |  | ---- | --------- | ---------- |  |  | --------- | ---------- |  |  | --------- | ---------- | 
|                         |       |                  |        |                      |  |                         
|                         |       |                  |        | For the three months |  | For the six months ended
|                         |       |                  |        | ended June 30,       |  | June 30,                
|                         |       | Weighted Average |        |                      |  |                         
|Antidilutive Securities  |       | Exercise Price   |        | 2001                 |  | 2000                     |           | 2001       |  | 2000
|                         |       |                  |        |                      |  |                          |           |            |  |     
|Share options            |       | $                | 30.100 |                      |  |                          | 7,717,882 |            |  |      |          |            |  |  | 6,560,240 |            |  |  |          |           
|                        
|                        
|                        
|                        
|Share options            |       | $                | 30.020 |                      |  |                          |          |            |  |      | 3,387,660 |            |  |  |          |            |  |  |          |           
|                        
|                        
|                        
|                        
|Share options            |       | $                | 29.920 |                      |  |                          |          |            |  |      |          |            |  |  |          |            |  |  | 3,412,451 |           
|                        
|                        
|                        
|                        
|Series B Preferred Units |       | $                | 35.700 |                      |  |                          | 5,990,000 |            |  |      | 6,000,000 |            |  |  | 5,994,807 |            |  |  | 6,000,000 |           
|                        
|                        
|                        
|                        
|Warrants                 |       | $                | 39.375 |                      |  |                          | 5,000,000 |            |  |      | 5,000,000 |            |  |  | 5,000,000 |            |  |  | 5,000,000 |           
|                         |       |                  |        |                      |  |                          |           |            |  |      |           |            |  |  |           |            |  |  |           |           
|                         | Total |                  |        |                      |  |                          |           | 18,707,882 |  |      |           | 14,387,660 |  |  |           | 17,555,047 |  |  |           | 14,412,451 | 
|                         |       |                  |        |                      |  |                          |           |            |  |      |           |            |  |  |           |            |  |  |           |           

13



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)


(Unaudited)


NOTE 10  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 all 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 consists 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
and six months ended June 30, 2001 and 2000 is below:

|                                                                                                                                                                |                                           |                                     |            |           |   |              |          |            |   |           |            |              |   |   |          |          |   |   |         |         |   |   |          |          |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | ----------------------------------- | ---------- | --------- | - | ------------ | -------- | ---------- | - | --------- | ---------- | ------------ | - | - | -------- | -------- | - | - | ------- | ------- | - | - | -------- | -------- | -
|                                                                                                                                                                |                                           |                                    
|                                                                                                                                                                |                                           | For the three months ended June 30,
|                                                                                                                                                                |                                           |                                    
|                                                                                                                                                                |                                           |                                     |            |          
|                                                                                                                                                                |                                           | 2001                                |            | 2000     
|                                                                                                                                                                |                                           |                                     |            |          
|                                                                                                                                                                |                                           | Office                              |            | Corporate |   |              |          | Office     |   | Corporate |            |             
|(Dollars in thousands)                                                                                                                                          |                                           | Properties                          |            | and Other |   | Consolidated |          | Properties |   | and Other |            | Consolidated
|                                                                                                                                                                |                                           |                                     |            |           |   |              |          |            |   |           |            |             
|Property Operating Revenues                                                                                                                                     |                                           | $                                   | 645,276    |           |   | $            | 3,935    |            |   | $         | 649,211    |              |   | $ | 478,046  |          |   | $ | 7,682   |         |   | $ | 485,728  |         
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Property Operating Expenses                                                                                                                                     |                                           |                                     | (214,723   | )         |   |              | (1,263   | )          |   |           | (215,986   | )            |   |   | (162,872 | )        |   |   | (2,589  | )       |   |   | (165,461 | )       
|                                                                                                                                                                |                                           |                                     |            |           |   |              |          |            |   |           |            |              |   |   |          |          |   |   |         |         |   |   |          |         
|                                                                                                                                                                | Net operating income                      |                                     |            | 430,553   |   |              |          | 2,672      |   |           |            | 433,225      |   |   |          | 315,174  |   |   |         | 5,093   |   |   |          | 320,267  |  
|                                                                                                                                                                |                                           |                                     |            |           |   |              |          |            |   |           |            |              |   |   |          |          |   |   |         |         |   |   |          |         
|Adjustments to arrive at net income:                                                                                                                            |                                           |                                     |            |           |   |              |          |            |   |           |            |              |   |   |          |          |   |   |         |         |   |   |          |         
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Other revenues                            |                                     |            | 1,397     |   |              |          | 12,790     |   |           |            | 14,187       |   |   |          | 454      |   |   |         | 10,670  |   |   |          | 11,124   |  
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Interest expense(1)                       |                                     |            | (51,331   | ) |              |          | (105,590   | ) |           |            | (156,921     | ) |   |          | (30,825  | ) |   |         | (80,478 | ) |   |          | (111,303 | )
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Depreciation and
	amortization            |                                     |            | (121,757  | ) |              |          | (4,852     | ) |           |            | (126,609     | ) |   |          | (87,721  | ) |   |         | (2,930  | ) |   |          | (90,651  | )
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Ground rent                               |                                     |            | (3,376    | ) |              |          |           |   |           |            | (3,376       | ) |   |          | (2,432   | ) |   |         | (6      | ) |   |          | (2,438   | )
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | General and administrative                |                                     |            | (1,201    | ) |              |          | (25,556    | ) |           |            | (26,757      | ) |   |          | (613     | ) |   |         | (21,476 | ) |   |          | (22,089  | )
|                                                                                                                                                                |                                           |                                     |            |           |   |              |          |            |   |           |            |              |   |   |          |          |   |   |         |         |   |   |          |         
|                                                                                                                                                                | Total adjustments to arrive at net income |                                     |            | (176,268  | ) |              |          | (123,208   | ) |           |            | (299,476     | ) |   |          | (121,137 | ) |   |         | (94,220 | ) |   |          | (215,357 | )
|                                                                                                                                                                |                                           |                                     |            |           |   |              |          |            |   |           |            |              |   |   |          |          |   |   |         |         |   |   |          |         
|Income before allocation to minority interests,
	income from investment in unconsolidated joint ventures, gain on
	sales of real estate and extraordinary items |                                           |                                     | 254,285    |           |   |              | (120,536 | )          |   |           | 133,749    |              |   |   | 194,037  |          |   |   | (89,127 | )       |   |   | 104,910  |         
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Minority interests                                                                                                                                              |                                           |                                     | (1,353     | )         |   |              |         |            |   |           | (1,353     | )            |   |   | (589     | )        |   |   | (1,342  | )       |   |   | (1,931   | )       
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Income from investment in unconsolidated joint
	ventures                                                                                                        |                                           |                                     | 16,591     |           |   |              | 1,273    |            |   |           | 17,864     |              |   |   | 13,490   |          |   |   | (101    | )       |   |   | 13,389   |         
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Gain on sales of real estate                                                                                                                                    |                                           |                                     |           |           |   |              |         |            |   |           |           |              |   |   | 13,478   |          |   |   | 23,520  |         |   |   | 36,998   |         
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Extraordinary items                                                                                                                                             |                                           |                                     |           |           |   |              |         |            |   |           |           |              |   |   |         |          |   |   | (264    | )       |   |   | (264     | )       
|                                                                                                                                                                |                                           |                                     |            |           |   |              |          |            |   |           |            |              |   |   |          |          |   |   |         |         |   |   |          |         
|Net income                                                                                                                                                      |                                           | $                                   | 269,523    |           |   | $            | (119,263 | )          |   | $         | 150,260    |              |   | $ | 220,416  |          |   | $ | (67,314 | )       |   | $ | 153,102  |         
|                                                                                                                                                                |                                           |                                     |            |           |   |              |          |            |   |           |            |              |   |   |          |          |   |   |         |         |   |   |          |         
|Capital and tenant improvements                                                                                                                                 |                                           | $                                   | 59,115     |           |   | $            | 15,720   |            |   | $         | 74,835     |              |   | $ | 58,519   |          |   | $ | 4,458   |         |   | $ | 62,977   |         
|                                                                                                                                                                |                                           |                                     |            |           |   |              |          |            |   |           |            |              |   |   |          |          |   |   |         |         |   |   |          |         
|Total Assets                                                                                                                                                    |                                           | $                                   | 18,113,933 |           |   | $            | 645,043  |            |   | $         | 18,758,976 |              |   |   |          |          |   |   |         |         |   |   |          |         
|                                                                                                                                                                |                                           |                                     |            |           |   |              |          |            |   |           |            |              |   |   |          |          |   |   |         |         |   |   |          |         

14



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)


(Unaudited)


|                                                                                                                                                                                                                            |                                           |                                   |            |           |   |              |          |            |   |           |            |              |   |   |          |          |   |   |          |          |   |   |          |          |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | --------------------------------- | ---------- | --------- | - | ------------ | -------- | ---------- | - | --------- | ---------- | ------------ | - | - | -------- | -------- | - | - | -------- | -------- | - | - | -------- | -------- | -
|                                                                                                                                                                                                                            |                                           |                                  
|                                                                                                                                                                                                                            |                                           | For the six months ended June 30,
|                                                                                                                                                                                                                            |                                           |                                  
|                                                                                                                                                                                                                            |                                           |                                   |            |          
|                                                                                                                                                                                                                            |                                           | 2001                              |            | 2000     
|                                                                                                                                                                                                                            |                                           |                                   |            |          
|                                                                                                                                                                                                                            |                                           | Office                            |            | Corporate |   |              |          | Office     |   | Corporate |            |             
|(Dollars in thousands)                                                                                                                                                                                                      |                                           | Properties                        |            | and Other |   | Consolidated |          | Properties |   | and Other |            | Consolidated
|                                                                                                                                                                                                                            |                                           |                                   |            |           |   |              |          |            |   |           |            |             
|Property Operating Revenues                                                                                                                                                                                                 |                                           | $                                 | 1,290,738  |           |   | $            | 8,682    |            |   | $         | 1,299,420  |              |   | $ | 929,038  |          |   | $ | 17,626   |          |   | $ | 946,664  |         
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Property Operating Expenses                                                                                                                                                                                                 |                                           |                                   | (428,138   | )         |   |              | (2,439   | )          |   |           | (430,577   | )            |   |   | (315,518 | )        |   |   | (5,280   | )        |   |   | (320,798 | )       
|                                                                                                                                                                                                                            |                                           |                                   |            |           |   |              |          |            |   |           |            |              |   |   |          |          |   |   |          |          |   |   |          |         
|                                                                                                                                                                                                                            | Net operating income                      |                                   |            | 862,600   |   |              |          | 6,243      |   |           |            | 868,843      |   |   |          | 613,520  |   |   |          | 12,346   |   |   |          | 625,866  |  
|                                                                                                                                                                                                                            |                                           |                                   |            |           |   |              |          |            |   |           |            |              |   |   |          |          |   |   |          |          |   |   |          |         
|Adjustments to arrive at net income:                                                                                                                                                                                        |                                           |                                   |            |           |   |              |          |            |   |           |            |              |   |   |          |          |   |   |          |          |   |   |          |         
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Other revenues                            |                                   |            | 2,536     |   |              |          | 24,658     |   |           |            | 27,194       |   |   |          | 874      |   |   |          | 18,189   |   |   |          | 19,063   |  
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Interest expense(1)                       |                                   |            | (103,932  | ) |              |          | (210,929   | ) |           |            | (314,861     | ) |   |          | (58,330  | ) |   |          | (153,505 | ) |   |          | (211,835 | )
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Depreciation and amortization             |                                   |            | (242,138  | ) |              |          | (9,445     | ) |           |            | (251,583     | ) |   |          | (173,178 | ) |   |          | (7,125   | ) |   |          | (180,303 | )
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Ground rent                               |                                   |            | (6,457    | ) |              |          |           |   |           |            | (6,457       | ) |   |          | (4,443   | ) |   |          | (19      | ) |   |          | (4,462   | )
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | General and administrative                |                                   |            | (1,377    | ) |              |          | (51,019    | ) |           |            | (52,396      | ) |   |          | (725     | ) |   |          | (41,015  | ) |   |          | (41,740  | )
|                                                                                                                                                                                                                            |                                           |                                   |            |           |   |              |          |            |   |           |            |              |   |   |          |          |   |   |          |          |   |   |          |         
|                                                                                                                                                                                                                            | Total adjustments to arrive at net income |                                   |            | (351,368  | ) |              |          | (246,735   | ) |           |            | (598,103     | ) |   |          | (235,802 | ) |   |          | (183,475 | ) |   |          | (419,277 | )
|                                                                                                                                                                                                                            |                                           |                                   |            |           |   |              |          |            |   |           |            |              |   |   |          |          |   |   |          |          |   |   |          |         
|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 |                                           |                                   | 511,232    |           |   |              | (240,492 | )          |   |           | 270,740    |              |   |   | 377,718  |          |   |   | (171,129 | )        |   |   | 206,589  |         
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Minority interests                                                                                                                                                                                                          |                                           |                                   | (4,606     | )         |   |              |         |            |   |           | (4,606     | )            |   |   | (1,027   | )        |   |   | (1,457   | )        |   |   | (2,484   | )       
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Income from investment in unconsolidated joint
	ventures                                                                                                                                                                    |                                           |                                   | 31,456     |           |   |              | 1,834    |            |   |           | 33,290     |              |   |   | 24,851   |          |   |   | (88      | )        |   |   | 24,763   |         
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Net gain on sales of real estate                                                                                                                                                                                            |                                           |                                   |           |           |   |              |         |            |   |           |           |              |   |   | 17,340   |          |   |   | 23,520   |          |   |   | 40,860   |         
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Extraordinary items                                                                                                                                                                                                         |                                           |                                   |           |           |   |              |         |            |   |           |           |              |   |   | (611     | )        |   |   | (264     | )        |   |   | (875     | )       
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Cumulative effect of a change in accounting
	principle                                                                                                                                                                      |                                           |                                   | (1,142     | )         |   |              |         |            |   |           | (1,142     | )            |   |   |         |          |   |   |         |          |   |   |         |         
|                                                                                                                                                                                                                            |                                           |                                   |            |           |   |              |          |            |   |           |            |              |   |   |          |          |   |   |          |          |   |   |          |         
|Net income                                                                                                                                                                                                                  |                                           | $                                 | 536,940    |           |   | $            | (238,658 | )          |   | $         | 298,282    |              |   | $ | 418,271  |          |   | $ | (149,418 | )        |   | $ | 268,853  |         
|                                                                                                                                                                                                                            |                                           |                                   |            |           |   |              |          |            |   |           |            |              |   |   |          |          |   |   |          |          |   |   |          |         
|Capital and tenant improvements                                                                                                                                                                                             |                                           | $                                 | 106,861    |           |   | $            | 21,884   |            |   | $         | 128,745    |              |   | $ | 103,867  |          |   | $ | 9,135    |          |   | $ | 113,002  |         
|                                                                                                                                                                                                                            |                                           |                                   |            |           |   |              |          |            |   |           |            |              |   |   |          |          |   |   |          |          |   |   |          |         
|Total Assets                                                                                                                                                                                                                |                                           | $                                 | 18,113,933 |           |   | $            | 645,043  |            |   | $         | 18,758,976 |              |   |   |          |          |   |   |          |          |   |   |          |         
|                                                                                                                                                                                                                            |                                           |                                   |            |           |   |              |          |            |   |           |            |              |   |   |          |          |   |   |          |          |   |   |          |         




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

15



---



##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)


(Unaudited)


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 this 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 owned as of June 30, 2001 and
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.

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 June 30, 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 June 30, 2001.

Equity Office has entered into several sale agreements with
unaffiliated parties to dispose of certain Office Properties
subsequent to June 30, 2001. As of June 30, 2001, the
net sales price of these Office Properties is

16



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##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)


(Unaudited)


greater than their net book value. The net income generated from
these Office Properties for the six months ended June 30,
2001, was approximately $4.3 million. The disposal of these
Office Properties is contingent upon certain terms and
conditions as set forth in their respective sale agreements.
There can be no assurance that these dispositions will be
consummated.

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 set
forth 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 July 2, 2001, Spieker Properties, Inc.
	(Spieker) merged into Equity Office and Spieker
	Properties, L.P. (Spieker Partnership),
	Spiekers operating partnership subsidiary, merged into EOP
	Partnership (collectively, the Spieker Merger). The
	transaction values Spieker (including the outside interests in
	Spieker Partnership) at approximately $7.3 billion, which
	includes transaction costs, the assumption of approximately $2.1
	billion in debt and the issuance of $356.3 million of EOP
	Partnership preferred units. EOP Partnership paid approximately
	$1.2 billion in cash and Equity Office issued approximately
	101.5 million Common Shares and EOP Partnership issued
	approximately 16.7 million Units valued at $29.29 per
	share/unit. EOP Partnership financed the $1.2 billion cash
	portion of the purchase price using a combination of available
	cash and a new $1.0 bridge loan facility that was entered into
	before the closing of the merger. The $1.0 billion bridge loan
	facility had a term of 364 days and an interest rate based
	on LIBOR plus 80 basis points, subject to EOP Partnerships
	credit rating. The $1.0 bridge loan facility was repaid in full
	with the net proceeds from the issuance of $1.4 billion of
	senior unsecured notes and terminated (see Note 2 below).

Through the Spieker Merger, EOP Partnership acquired
approximately 25.8 million square feet of office space,
12.3 million square feet of industrial space and
Spiekers development pipeline.

Shortly after completion of the Spieker Merger, Equity Office
expanded its Board of Trustees from 13 to 16 members. The
new members are Warren E. Spieker, Jr., previous
chairman of Spieker, and Craig G. Vought and John A.
Foster, previous Co-Chief Executive Officers of Spieker.



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | On July 18, 2001, EOP Partnership issued $1.4 billion of
	unsecured notes. The notes consisted of the following tranches:
	$1.1 billion of 7.00% notes due July 15, 2011 at an all-in
	cost of 7.2% and $300 million of 7.875% notes due July 15,
	2031 at an all-in cost of 7.9%. Interest is payable on the notes
	semiannually on January 15 and July 15 of each year,
	beginning January  15, 2002. The total proceeds, net of
	discount and selling commissions, were approximately $1.38
	billion. The proceeds were used to repay indebtedness incurred
	by EOP Partnership to fund the cash portion of the Spieker
	Merger and for other working capital purposes. The notes are
	guaranteed by Equity Office.

17



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##### Table of Contents







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)


(Unaudited)




| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On July 11, 2001, EOP Partnership entered into an interest
	rate swap agreement that effectively hedged the fixed interest
	rate of 7.0% on $500 million of the $1.1 billion notes due
	July 15, 2011. The terms of the interest rate swap require
	semiannual settlements on January 15 and July 15 which
	are also the interest payment dates for the $1.1 billion notes.
	The counterparty is the fixed rate payer and EOP Partnership is
	the variable rate payer. The variable rate is based on
	three-month LIBOR plus 88.33 basis points. The interest rate
	swap is classified as a derivative under FAS 133
	Accounting for Derivative Instruments and Hedging
	Activitiesand as a perfectly effective hedge of the
	$500 million notes. In accordance with FAS 133 the interest
	rate swap and the $500 million notes will be reflected at market
	value. Any mark to market adjustment on the swap will be
	reflected in other assets and the corresponding mark to market
	on the $500 million notes will be reflected in the net
	discount/premium on unsecured notes. Because the swap is
	considered a perfectly effective hedge under FAS 133, there is
	no effect on net income from the mark to market adjustments.



|   |                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3. | In July 2001, EOP Partnership sold 10 industrial properties
	that were acquired in the Spieker Merger for approximately
	$156.9 million. There was no gain or loss on the sale of these
	properties. The industrial properties were located in California
	and Oregon and consisted of approximately 4.4 million square
	feet.

18



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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 June 30, 2001. Among the factors about which 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;
|
| |  | EOP Partnerships ability to merge successfully the
	operations of Spieker Partnership, L.P. (Spieker
	Partnership) into EOP Partnerships 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; and                                              
|
| |  | Demand from EOP Partnerships customers for office-related
	services.                                                                                           

During the six months ended June 30, 2001, EOP Partnership
completed the following key transactions:



| |   |                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Sold Warner Park Center for approximately $8.95 million;                                                                                                                                                                     
|
| |  | Paid-off approximately $168.1 million of mortgage loans
	encumbering several Office Properties;                                                                                                                              
|
| |  | Obtained $140 million in mortgage loan financing encumbering
	several Office Properties;                                                                                                                                     
|
| |  | Acquired the remaining 33.3% interest in the 120 Montgomery
	Office Property for approximately $23.8 million;                                                                                                                
|
| |  | Acquired an 87.5% interest in Waters Edge, an office
	development complex to be developed in the Playa Vista
	master-planned community in west Los Angeles, California
	consisting of approximately 450,000 square feet; and
|
| |  | Entered into an interest rate swap effectively converting the
	fixed interest rate on $400 million of senior unsecured notes to
	a variable rate.                                                                            

Spieker Merger

On July 2, 2001, Spieker Properties, Inc.
(Spieker) merged into Equity Office and Spieker
Partnership, Spiekers operating partnership subsidiary,
merged into EOP Partnership (collectively, the Spieker
Merger). The transaction values Spieker (including the
outside interests in Spieker Partnership) at approximately $7.3
billion, which includes transaction costs, the assumption of
approximately $2.1 billion in

19



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##### Table of Contents





Through the Spieker Merger, EOP Partnership acquired
approximately 25.8 million square feet of office space,
12.3 million square feet of industrial space and
Spiekers development pipeline.

Shortly after completion of the Spieker Merger, Equity Office
expanded its Board of Trustees from 13 to 16 members. The
new members are Warren E. Spieker, Jr., previous
chairman of Spieker, and Craig G. Vought and John A.
Foster, previous Co-Chief Executive Officers of Spieker.

Subsequent to the Spieker Merger, EOP Partnership sold
10 industrial properties that were acquired in the Spieker
Merger for approximately $156.9 million. There was no gain or
loss on the sale of these properties. The industrial properties
were located in California and Oregon and consisted of
approximately 4.4 million square feet.

Results of Operations

General

The following discussion is based primarily on the consolidated
financial statements of EOP Partnership as of June 30, 2001
and for the three and six months ended June 30, 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, Orange County,
Washington, D.C., and Boston metropolitan statistical areas, in
which approximately 38.1% of EOP Partnerships properties
based on square footage are located, experienced an increase in
vacancy rates between March 31, 2001 and June 30, 2001
ranging from 1.7% in Seattle to 3.5% in San Jose based on
published industry data. At June 30, 2001, vacancy rates in
these markets ranged from 8.1% in San Jose to 14.7% in Orange
County. During the same period, there also was an increase in
the availability of sublease space in most of the other major
markets in which EOP Partnership has office properties, ranging
up to an estimated high of at June 30, 2001 of 4.3% of all
leasable office space in Seattle, 4.2% in San Francisco and 3.2%
in San Jose. 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. 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 the
availability of sublease space and/or declines in market rents
could adversely affect EOP Partnerships occupancy rates,
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

20



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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                    |                                |                   | 380 |                    |   |         | 98,982,379 |            |   |  | 9  |     |   |  | 14,244 |       
|                                 
|                                 
|                                 
|                                 
|                                  | Building remeasurements        |                   |     |                   |   |         |            | 918        |   |  |    |    |   |  |        |        |  
|                                  |                                |                   |     |                    |   |         |            |            |   |  |    |     |   |  |        |       
|June 30, 2001 (Total Portfolio) |                                |                   | 380 |                    |   |         | 98,983,297 |            |   |  | 9  |     |   |  | 14,244 |       
|                                  |                                |                   |     |                    |   |         |            |            |   |  |    |     |   |  |        |       

Primarily as a result of the Cornerstone Merger in June 2000 and
the disposition of certain properties, the financial data
presented show significant 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 attributable to 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.

21



---



##### Table of Contents





| |                                                                     
| | --------------------------------------------------------------------
| | Comparison of the three months ended June 30, 2001 to
	June 30, 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 April 1, 2000.

|                                                                                                                                                                |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |       |     | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------- | --------------- | ------- | -------------- |  | ---------- | ------- | ------- |  | --------- | ------- | ------- |  | ---------- | ------ | ------ |  | - | ------- | ------- |  | - | ------- | ------- |  | - | ------ | ------ |  |  | ----- | --- | 
|                                                                                                                                                                |                |                 |         |               
|                                                                                                                                                                |                | Total Portfolio |         | Core Portfolio
|                                                                                                                                                                |                |                 |         |               
|                                                                                                                                                                |                |                 |         | Increase/      |  | %          |         |         |  | Increase/ |         | %      
|(Dollars in thousands)                                                                                                                                          |                | 2001            |         | 2000           |  | (Decrease) |         | Change  |  | 2001      |         | 2000    |  | (Decrease) |        | Change
|                                                                                                                                                                |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |       
|Property revenues                                                                                                                                               |                | $               | 649,211 |                |  | $          | 485,728 |         |  | $         | 163,483 |         |  |            | 33.7   | %      |  | $ | 475,339 |         |  | $ | 450,551 |         |  | $ | 24,788 |        |  |  | 5.5   | %  
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Fee income                                                                                                                                                      |                |                 | 4,365   |                |  |            | 2,507   |         |  |           | 1,858   |         |  |            | 74.1   |        |  |   |        |         |  |   |        |         |  |   |       |        |  |  |      |    
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Interest/dividend income                                                                                                                                        |                |                 | 9,822   |                |  |            | 8,617   |         |  |           | 1,205   |         |  |            | 14.0   |        |  |   | 897     |         |  |   | 1,610   |         |  |   | (713   | )      |  |  | (44.3 | )  
|                                                                                                                                                                |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |       |    
|                                                                                                                                                                | Total revenues |                 |         | 663,398        |  |            |         | 496,852 |  |           |         | 166,546 |  |            |        | 33.5   |  |   |         | 476,236 |  |   |         | 452,161 |  |   |        | 24,075 |  |  |       | 5.3 | 
|                                                                                                                                                                |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |       |    
|Interest expense                                                                                                                                                |                |                 | 156,921 |                |  |            | 111,303 |         |  |           | 45,618  |         |  |            | 41.0   |        |  |   | 31,533  |         |  |   | 30,973  |         |  |   | 560    |        |  |  | 1.8   |    
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Depreciation and amortization                                                                                                                                   |                |                 | 126,609 |                |  |            | 90,651  |         |  |           | 35,958  |         |  |            | 39.7   |        |  |   | 92,333  |         |  |   | 81,654  |         |  |   | 10,679 |        |  |  | 13.1  |    
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Property operating expenses                                                                                                                                     |                |                 | 215,986 |                |  |            | 165,461 |         |  |           | 50,525  |         |  |            | 30.5   |        |  |   | 158,995 |         |  |   | 155,024 |         |  |   | 3,971  |        |  |  | 2.6   |    
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Ground rent                                                                                                                                                     |                |                 | 3,376   |                |  |            | 2,438   |         |  |           | 938     |         |  |            | 38.5   |        |  |   | 3,023   |         |  |   | 2,395   |         |  |   | 628    |        |  |  | 26.2  |    
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|General and administrative                                                                                                                                      |                |                 | 26,757  |                |  |            | 22,089  |         |  |           | 4,668   |         |  |            | 21.1   |        |  |   | 689     |         |  |   | 254     |         |  |   | 435    |        |  |  | 171.3 |    
|                                                                                                                                                                |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |       |    
|                                                                                                                                                                | Total expenses |                 |         | 529,649        |  |            |         | 391,942 |  |           |         | 137,707 |  |            |        | 35.1   |  |   |         | 286,573 |  |   |         | 270,300 |  |   |        | 16,273 |  |  |       | 6.0 | 
|                                                                                                                                                                |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |       |    
|Income before allocation to minority interests,
	income from investment in unconsolidated joint ventures, gain on
	sales of real estate and extraordinary items |                |                 | 133,749 |                |  |            | 104,910 |         |  |           | 28,839  |         |  |            | 27.5   |        |  |   | 189,663 |         |  |   | 181,861 |         |  |   | 7,802  |        |  |  | 4.3   |    
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Minority interests                                                                                                                                              |                |                 | (1,353  | )              |  |            | (1,931  | )       |  |           | 578     |         |  |            | (29.9  | )      |  |   | (18     | )       |  |   | (418    | )       |  |   | 400    |        |  |  | (95.7 | )  
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Income from investment in unconsolidated joint
	ventures                                                                                                        |                |                 | 17,864  |                |  |            | 13,389  |         |  |           | 4,475   |         |  |            | 33.4   |        |  |   | 12,517  |         |  |   | 10,958  |         |  |   | 1,559  |        |  |  | 14.2  |    
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Gain on sales of real estate                                                                                                                                    |                |                 |        |                |  |            | 36,998  |         |  |           | (36,998 | )       |  |            | (100.0 | )      |  |   |        |         |  |   |        |         |  |   |       |        |  |  |      |    
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Extraordinary items                                                                                                                                             |                |                 |        |                |  |            | (264    | )       |  |           | 264     |         |  |            | (100.0 | )      |  |   |        |         |  |   |        |         |  |   |       |        |  |  |      |    
|                                                                                                                                                                |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |       |    
|Net income                                                                                                                                                      |                | $               | 150,260 |                |  | $          | 153,102 |         |  | $         | (2,842  | )       |  |            | (1.9   | )%     |  | $ | 202,162 |         |  | $ | 192,401 |         |  | $ | 9,761  |        |  |  | 5.1   | %  
|                                                                                                                                                                |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |       |    
|Property revenues less property operating
	expenses before interest expense, depreciation and amortization,
	ground rent and general and administrative         |                | $               | 433,225 |                |  | $          | 320,267 |         |  | $         | 112,958 |         |  |            | 35.3   | %      |  | $ | 316,344 |         |  | $ | 295,527 |         |  | $ | 20,817 |        |  |  | 7.0   | %  
|                                                                                                                                                                |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |       |    
|Net deferred rental revenue                                                                                                                                     |                | $               | 11,374  |                |  | $          | 14,910  |         |  | $         | (3,536  | )       |  |            | (23.7  | )%     |  | $ | 5,274   |         |  | $ | 13,547  |         |  | $ | (8,273 | )      |  |  | (61.1 | )% 
|                                                                                                                                                                |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |       |    
|Lease termination fees                                                                                                                                          |                | $               | 1,814   |                |  | $          | 5,045   |         |  | $         | (3,231  | )       |  |            | (64.0  | )%     |  | $ | 1,209   |         |  | $ | 4,549   |         |  | $ | (3,340 | )      |  |  | (73.4 | )% 
|                                                                                                                                                                |                |                 |         |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |        |        |  |  |       |    

Property Revenues

The increase in property revenues in the Core Portfolio resulted
from an increase in rental rates and an increase in occupancy.
The weighted average occupancy of the Core Portfolio increased
from 93.9% at April 1, 2000 to 94.8% at June 30, 2001,
mainly due to the lease up of vacant space. 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 received 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.

22



---



##### 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. In addition, the following statistics for
each period for the Total Portfolio are as follows:



| |   |                                                                    
| | - | -------------------------------------------------------------------
| |  | Total debt to total assets increased to 46.4% from 46.1%;          
|
| |  | Interest coverage ratio decreased to 2.7 times from 2.9 times;
	and
|
| |  | Weighted average interest rate remained stable at 7.5%.            

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 primarily as a result of the Cornerstone
Merger in June 2000 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 an increase in utilities of $2.8 million
consisting mostly of electricity expense. 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. EOP
Partnership believes the majority of any increase 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 primarily due to an increase
in property revenues at several Office Properties, 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.

23



---



##### Table of Contents





| |                                                                   
| | ------------------------------------------------------------------
| | Comparison of the six months ended June 30, 2001 to
	June 30, 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                                                                                                                                                                                                           |                | $               | 1,299,420 |                |  | $          | 946,664 |         |  | $         | 352,756 |         |  |            | 37.3   | %      |  | $ | 944,202 |         |  | $ | 892,527 |         |  | $ | 51,675  |        |  |  | 5.8    | %  
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Fee income                                                                                                                                                                                                                  |                |                 | 6,537     |                |  |            | 4,742   |         |  |           | 1,795   |         |  |            | 37.9   |        |  |   |        |         |  |   |        |         |  |   |        |        |  |  |       |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Interest/dividend income                                                                                                                                                                                                    |                |                 | 20,657    |                |  |            | 14,321  |         |  |           | 6,336   |         |  |            | 44.2   |        |  |   | 1,724   |         |  |   | 2,127   |         |  |   | (403    | )      |  |  | (18.9  | )  
|                                                                                                                                                                                                                            |                |                 |           |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |         |        |  |  |        |    
|                                                                                                                                                                                                                            | Total revenues |                 |           | 1,326,614      |  |            |         | 965,727 |  |           |         | 360,887 |  |            |        | 37.4   |  |   |         | 945,926 |  |   |         | 894,654 |  |   |         | 51,272 |  |  |        | 5.7 | 
|                                                                                                                                                                                                                            |                |                 |           |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |         |        |  |  |        |    
|Interest expense                                                                                                                                                                                                            |                |                 | 314,861   |                |  |            | 211,835 |         |  |           | 103,026 |         |  |            | 48.6   |        |  |   | 64,009  |         |  |   | 61,229  |         |  |   | 2,780   |        |  |  | 4.5    |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Depreciation and amortization                                                                                                                                                                                               |                |                 | 251,583   |                |  |            | 180,303 |         |  |           | 71,280  |         |  |            | 39.5   |        |  |   | 185,488 |         |  |   | 165,442 |         |  |   | 20,046  |        |  |  | 12.1   |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Property operating expenses                                                                                                                                                                                                 |                |                 | 430,577   |                |  |            | 320,798 |         |  |           | 109,779 |         |  |            | 34.2   |        |  |   | 318,287 |         |  |   | 304,507 |         |  |   | 13,780  |        |  |  | 4.5    |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Ground rent                                                                                                                                                                                                                 |                |                 | 6,457     |                |  |            | 4,462   |         |  |           | 1,995   |         |  |            | 44.7   |        |  |   | 5,754   |         |  |   | 4,419   |         |  |   | 1,335   |        |  |  | 30.2   |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|General and administrative                                                                                                                                                                                                  |                |                 | 52,396    |                |  |            | 41,740  |         |  |           | 10,656  |         |  |            | 25.5   |        |  |   | 682     |         |  |   | 238     |         |  |   | 444     |        |  |  | 186.6  |    
|                                                                                                                                                                                                                            |                |                 |           |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |         |        |  |  |        |    
|                                                                                                                                                                                                                            | Total expenses |                 |           | 1,055,874      |  |            |         | 759,138 |  |           |         | 296,736 |  |            |        | 39.1   |  |   |         | 574,220 |  |   |         | 535,835 |  |   |         | 38,385 |  |  |        | 7.2 | 
|                                                                                                                                                                                                                            |                |                 |           |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |         |        |  |  |        |    
|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 |                |                 | 270,740   |                |  |            | 206,589 |         |  |           | 64,151  |         |  |            | 31.1   |        |  |   | 371,706 |         |  |   | 358,819 |         |  |   | 12,887  |        |  |  | 3.6    |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Minority interests                                                                                                                                                                                                          |                |                 | (4,606    | )              |  |            | (2,484  | )       |  |           | (2,122  | )       |  |            | 85.4   |        |  |   | (1,112  | )       |  |   | (855    | )       |  |   | (257    | )      |  |  | 30.1   |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Income from investment in unconsolidated joint
	ventures                                                                                                                                                                    |                |                 | 33,290    |                |  |            | 24,763  |         |  |           | 8,527   |         |  |            | 34.4   |        |  |   | 24,424  |         |  |   | 20,965  |         |  |   | 3,459   |        |  |  | 16.5   |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Net gain on sales of real estate                                                                                                                                                                                            |                |                 |          |                |  |            | 40,860  |         |  |           | (40,860 | )       |  |            | (100.0 | )      |  |   |        |         |  |   |        |         |  |   |        |        |  |  |       |    
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Extraordinary items                                                                                                                                                                                                         |                |                 |          |                |  |            | (875    | )       |  |           | 875     |         |  |            | (100.0 | )      |  |   |        |         |  |   | (611    | )       |  |   | 611     |        |  |  | (100.0 | )  
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Cumulative effect of a change in accounting
	principle                                                                                                                                                                      |                |                 | (1,142    | )              |  |            |        |         |  |           | (1,142  | )       |  |            |       |        |  |   |        |         |  |   |        |         |  |   |        |        |  |  |       |    
|                                                                                                                                                                                                                            |                |                 |           |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |         |        |  |  |        |    
|Net income                                                                                                                                                                                                                  |                | $               | 298,282   |                |  | $          | 268,853 |         |  | $         | 29,429  |         |  |            | 10.9   | %      |  | $ | 395,018 |         |  | $ | 378,318 |         |  | $ | 16,700  |        |  |  | 4.4    | %  
|                                                                                                                                                                                                                            |                |                 |           |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |         |        |  |  |        |    
|Property revenues less property operating
	expenses before interest expense, depreciation and amortization,
	ground rent and general and administrative                                                                     |                | $               | 868,843   |                |  | $          | 625,866 |         |  | $         | 242,977 |         |  |            | 38.8   | %      |  | $ | 625,915 |         |  | $ | 588,020 |         |  | $ | 37,895  |        |  |  | 6.4    | %  
|                                                                                                                                                                                                                            |                |                 |           |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |         |        |  |  |        |    
|Net deferred rental revenue                                                                                                                                                                                                 |                | $               | 25,698    |                |  | $          | 27,116  |         |  | $         | (1,418  | )       |  |            | (5.2   | )%     |  | $ | 13,368  |         |  | $ | 25,351  |         |  | $ | (11,983 | )      |  |  | (47.3  | )% 
|                                                                                                                                                                                                                            |                |                 |           |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |         |        |  |  |        |    
|Lease termination fees                                                                                                                                                                                                      |                | $               | 8,564     |                |  | $          | 12,273  |         |  | $         | (3,709  | )       |  |            | (30.2  | )%     |  | $ | 2,550   |         |  | $ | 11,754  |         |  | $ | (9,204  | )      |  |  | (78.3  | )% 
|                                                                                                                                                                                                                            |                |                 |           |                |  |            |         |         |  |           |         |         |  |            |        |        |  |   |         |         |  |   |         |         |  |   |         |        |  |  |        |    

Property Revenues

The increase in property revenues in the Core Portfolio resulted
from an increase in rental rates and an increase in occupancy.
The weighted average occupancy of the Core Portfolio increased
from 93.9% at January 1, 2000 to 94.8% at June 30,
2001, mainly due to the lease up of vacant space. 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 received
such termination fees, there is no way of predicting the timing
or amounts of future lease termination fees.

24



---



##### Table of Contents



Interest/Dividend Income

Total Portfolio interest/dividend income increased primarily as
a result of a $75 million investment in May 2000 in
the HQ Series A Preferred Stock. 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.

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. In addition, the following statistics for
each period for the Total Portfolio are as follows:



| |   |                                                                    
| | - | -------------------------------------------------------------------
| |  | Total debt to total assets increased to 46.4% from 46.1%;          
|
| |  | Interest coverage ratio decreased to 2.7 times from 2.9 times;
	and
|
| |  | Weighted average interest rate remained stable at 7.5%.            

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 primarily as a result of the Cornerstone
Merger in June 2000 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 of $8.1 million consisting
primarily of electricity and repairs and maintenance of
$3.4 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. EOP Partnership believes
the majority of any increase 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 an increase in property
revenues at several Office Properties, 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.

25



---



##### 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 |   | For the six 
|                                           |                                             | months ended  |   | months ended
|                                           |                                             | June 30,      |   | June 30,    
|                                           |                                             |               |   |             
|(Dollars in thousands)                     |                                             | 2001          |   | 2000         |  | 2001 |   | 2000 
|                                           |                                             |               |   |              |  |      |   |      
|Revenues:                                  |                                             |               |   |              |  |      |   |       |   |  |   |        |  |  |   |      
|                                          
|                                          
|                                          
|                                          
|Other Income                               |                                             |               |   |              |  |      |   |       |   |  |   |        |  |  |   |      
|                                          
|                                          
|                                          
|                                          
|                                           | Access services(a)                          |               | $ | 4,072        |  |      | $ | 2,553 |   |  | $ | 7,310  |  |  | $ | 4,587 |  
|                                          
|                                          
|                                          
|                                          
|                                           | Amortization of deferred revenue            |               |   | 240          |  |      |   | 1,130 |   |  |   | 773    |  |  |   | 2,166 |  
|                                          
|                                          
|                                          
|                                          
|Interest/Dividend Income                   |                                             |               |   |              |  |      |   |       |   |  |   |        |  |  |   |      
|                                          
|                                          
|                                          
|                                          
|                                           | HQ Global Workplaces, Inc.                  |               |   | 3,183        |  |      |   | 872   |   |  |   | 6,267  |  |  |   | 872   |  
|                                          
|                                          
|                                          
|                                          
|Income from Unconsolidated Joint
	Ventures |                                             |               |   |              |  |      |   |       |   |  |   |        |  |  |   |      
|                                          
|                                          
|                                          
|                                          
|                                           | Regus Equity and HQ Global Business Centers |               |   | 144          |  |      |   | (303  | ) |  |   | 576    |  |  |   | (679  | )
|                                          
|                                          
|                                          
|                                          
|                                           | Access Services                             |               |   | 351          |  |      |   | 240   |   |  |   | 678    |  |  |   | 369   |  
|                                           |                                             |               |   |              |  |      |   |       |   |  |   |        |  |  |   |      
|                                           | Total Access Income                         |               | $ | 7,990        |  |      | $ | 4,492 |   |  | $ | 15,604 |  |  | $ | 7,315 |  
|                                           |                                             |               |   |              |  |      |   |       |   |  |   |        |  |  |   |      




|    |                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Amounts reflected for Access include income from the following
	access services: Telecom, Adcom, ATMs, Equity Health Clubs, Book
	Fairs and Vending.

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 Equity
Offices 90% of taxable income 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 (increased to $2.00 per annum per Unit
	effective in the third quarter 2001);                  
|
| |  | 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;                                                    
|
| |  | 8.625% per annum ($2.15625 per unit) for each Series C
	Preferred Unit;                                                 
|
| |  | 9.45% per annum ($2.3625 per unit) for each Series D
	Preferred Unit issued in connection with the Spieker Merger;      
|
| |  | 7.875% per annum ($1.96875 per unit) for each Series E
	Preferred Unit issued in connection with the Spieker Merger; and
|
| |  | 8.0% per annum ($2.00 per unit) for each Series F Preferred
	Unit issued in connection with the Spieker Merger.         

Since EOP Partnerships anticipated distributions will not
allow EOP Partnership, using only cash from operations, to
payoff all of its debt as it comes due, EOP Partnership will be
required to repay maturing debt

26



---



##### Table of Contents





Debt Financing

The table below summarizes the mortgage debt, unsecured notes
and the line of credit indebtedness at June 30, 2001 and
December 31, 2000, including a net unamortized discount on
mortgage debt of $(18,904) and $(17,825), respectively, and a
net unamortized discount on unsecured notes of $(5,884) and
$(3,807), respectively, recorded in connection with property
acquisitions, mergers and the issuance of unsecured notes.

|                                          |                         |          |   |              |   |  |   |           |  
|----------------------------------------- | ----------------------- | -------- | - | ------------ | - |  | - | --------- | -
|                                          |                         | June 30, |   | December 31,
|(Dollars in thousands)                    |                         | 2001     |   | 2000        
|                                          |                         |          |   |             
|Debt Summary:                             |                         |          |   |              |   |  |   |          
|Balance                                   |                         |          |   |              |   |  |   |          
|                                         
|                                         
|                                         
|                                         
|                                          | Fixed rate(a)           |          | $ | 8,666,074    |   |  | $ | 8,618,517 |  
|                                         
|                                         
|                                         
|                                         
|                                          | Variable rate           |          |   | 36,000       |   |  |   | 184,477   |  
|                                          |                         |          |   |              |   |  |   |          
|                                          | Total                   |          | $ | 8,702,074    |   |  | $ | 8,802,994 |  
|                                          |                         |          |   |              |   |  |   |          
|Percent of total debt:                    |                         |          |   |              |   |  |   |          
|                                         
|                                         
|                                         
|                                         
|                                          | Fixed rate              |          |   | 99.6         | % |  |   | 97.9      | %
|                                         
|                                         
|                                         
|                                         
|                                          | Variable rate           |          |   | 0.4          | % |  |   | 2.1       | %
|                                          |                         |          |   |              |   |  |   |          
|                                          | Total                   |          |   | 100.0        | % |  |   | 100.0     | %
|                                          |                         |          |   |              |   |  |   |          
|Effective interest rate at end of period: |                         |          |   |              |   |  |   |          
|                                         
|                                         
|                                         
|                                         
|                                          | Fixed rate              |          |   | 7.5          | % |  |   | 7.5       | %
|                                         
|                                         
|                                         
|                                         
|                                          | Variable rate           |          |   | 4.6          | % |  |   | 7.7       | %
|                                          |                         |          |   |              |   |  |   |          
|                                          | Effective interest rate |          |   | 7.5          | % |  |   | 7.5       | %
|                                          |                         |          |   |              |   |  |   |          

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



---

|    |                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | $400 million of senior unsecured notes due February 15,
	2005 have a coupon rate of 6.625%. EOP Partnership entered into
	an interest rate swap agreement with a counterparty effectively
	converting the fixed rate to a variable rate based on
	three-month LIBOR plus 109 basis points.

Mortgage Debt

As of June 30, 2001, total mortgage debt (excluding EOP
Partnerships share of unconsolidated mortgage debt of
approximately $845.3 million) consisted of approximately $2.8
billion of fixed-rate debt with a weighted average interest rate
of approximately 7.8% and $36.0 million of variable rate debt
based on LIBOR plus 55 basis points. EOP Partnerships
mortgage debt at June 30, 2001 will mature as follows:

|                                                                |       |   |           |           | 
|--------------------------------------------------------------- | ----- | - | --------- | --------- | 
|                                                               
|(Dollars in thousands)                                         
|                                                               
|2001                                                            |       | $ | 19,527    |          
|                                                               
|                                                               
|                                                               
|                                                               
|2002                                                            |       |   | 132,177   |          
|                                                               
|                                                               
|                                                               
|                                                               
|2003                                                            |       |   | 201,908   |          
|                                                               
|                                                               
|                                                               
|                                                               
|2004                                                            |       |   | 327,173   |          
|                                                               
|                                                               
|                                                               
|                                                               
|2005                                                            |       |   | 567,210   |          
|                                                               
|                                                               
|                                                               
|                                                               
|Thereafter                                                      |       |   | 1,638,867 |          
|                                                                |       |   |           |          
|Subtotal                                                        |       |   | 2,886,862 |          
|                                                               
|                                                               
|                                                               
|                                                               
|Net discount (net of accumulated amortization of
	$3.2 million) |       |   | (18,904   | )        
|                                                                |       |   |           |          
|                                                                | Total |   | $         | 2,867,958 | 
|                                                                |       |   |           |          

27



---



##### Table of Contents



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. Equity Office has guaranteed the
outstanding obligation under the Line of Credit. As of
July 31, 2001, there was no balance outstanding on the Line
of Credit.

Term Loan Facility

Prior to the closing of the Spieker Merger on July 2, 2001,
EOP Partnership obtained a $1.0 billion bridge term facility to
finance the cash portion of the Spieker Merger. This $1.0
billion bridge term facility was repaid and terminated in
July 2001 with proceeds from a $1.4 billion unsecured note
offering. The unsecured notes, which are guaranteed by Equity
Office, consist of the following tranches: $1.1 billion of 7.00%
notes due July 15, 2011 at an all-in cost of 7.2% and $300
million of 7.875% notes due July 15, 2031 at an all-in cost
of 7.9%. The total proceeds, net of discount and selling
commissions, were approximately $1.38 billion. On July 11,
2001, EOP Partnership entered into an interest rate swap
agreement that effectively hedged the fixed interest rate of
7.00% on $500 million of the $1.1 billion notes due
July 15, 2011. The terms of the interest rate swap
agreement require semiannual settlements on January 15 and
July 15 which are also the interest payment dates for the
$1.1 billion notes. The counterparty is the fixed rate payer and
EOP Partnership is the variable rate payer. The variable rate is
based on three-month LIBOR plus 88.33 basis points.

28



---



##### Table of Contents



Unsecured Notes

The table below summarizes EOP Partnerships unsecured
notes outstanding as of June 30, 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   | (3)         |  |                   | 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   | (4)         |  |                   | 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 $.7 million)        |  |               | (5,884    | )                      |  |              |           |             |  |                   |         |  |  |  |       | 
|                                 |  |               |           |                        |  |              |           |             |  |                   |         |  |  |  |       | 
|                                
|                                
|                                
|                                
|Total                            |  | $             | 5,834,116 |                        |  |              |           |             |  |                   |         |  |  |  |       | 
|                                 |  |               |           |                        |  |              |           |             |  |                   |         |  |  |  |       | 




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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) | In June 2001, EOP Partnership entered into an interest rate
	swap agreement that effectively converted the fixed interest
	rate of 6.625% on $400 million of unsecured notes maturing on
	February 15, 2005 to a variable rate based on three-month
	LIBOR plus 109 basis points.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(4) | These notes are exchangeable into Equity Office 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

29



---



##### Table of Contents





EOP Partnership and Equity Office filed another shelf
registration statement, which was declared effective by the SEC
on June 19, 2001, relating to the issuance from time to
time of up to an additional $3.0 billion of unsecured debt
securities of EOP Partnership and warrants exercisable for debt
securities in amounts, at initial prices and on terms to be
determined at the time of the offering, plus $4.0 billion
of guarantees by Equity Office. The unused portion of the August
2000 registration statement also was added to the June 2001
registration statement. In July 2001, EOP Partnership issued
$1.4 billion of unsecured notes under this registration
statement, all of which are guaranteed by Equity Office.

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 Units
(exclusive of Units owned by Equity Office) during the three
months ended June 30, 2001 is as follows:

|                              |                                                                                                   |               |             |            |   |       |            |             |   |  |            |            |   |  |             |         |  
|----------------------------- | ------------------------------------------------------------------------------------------------- | ------------- | ----------- | ---------- | - | ----- | ---------- | ----------- | - |  | ---------- | ---------- | - |  | ----------- | ------- | -
|                              |                                                                                                   |               |             | Redeemable |   |       |            |            
|                              |                                                                                                   | Common Shares |             | Units      |   | Units |            | Total      
|                              |                                                                                                   |               |             |            |   |       |            |            
|Outstanding at March 31, 2001 |                                                                                                   |               | 307,298,375 |            |   |       | 42,774,090 |             |   |  |           |            |   |  | 350,072,465 |        
|                             
|                             
|                             
|                             
|                              | Reclassification of Redeemable Units (a)                                                          |               |             |           |   |       |            | (41,056,246 | ) |  |            | 41,056,246 |   |  |             |        |  
|                             
|                             
|                             
|                             
|                              | Units redeemed to Equity Office related to Common
	Shares issued in exchange for redeemable units |               |             | 741,095    |   |       |            |            |   |  |            | (741,095   | ) |  |             |        |  
|                             
|                             
|                             
|                             
|                              | Share options exercised                                                                           |               |             | 636,958    |   |       |            |            |   |  |            |           |   |  |             | 636,958 |  
|                             
|                             
|                             
|                             
|                              | Restricted shares cancelled, net                                                                  |               |             | (33,000    | ) |       |            |            |   |  |            |           |   |  |             | (33,000 | )
|                             
|                             
|                             
|                             
|                              | Issued through the Dividend Reinvestment Program                                                  |               |             | 4,165      |   |       |            |            |   |  |            |           |   |  |             | 4,165   |  
|                              |                                                                                                   |               |             |            |   |       |            |             |   |  |            |            |   |  |             |        
|Outstanding at June 30, 2001  |                                                                                                   |               | 308,647,593 |            |   |       | 1,717,844  |             |   |  | 40,315,151 |            |   |  | 350,680,588 |        
|                              |                                                                                                   |               |             |            |   |       |            |             |   |  |            |            |   |  |             |        




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Each limited partner of EOP Partnership, excluding Equity
	Office, may, subject to certain limitations, require that EOP
	Partnership redeem its Units. Under the partnership agreement of
	EOP Partnership, Equity Office has the right to assume directly
	and satisfy the redemption right of a limited partner by issuing
	its Common Shares or cash in exchange for any Units tendered for
	redemption. If Equity Office does not assume EOP
	Partnerships obligation to redeem the Units, upon
	redemption the limited partner will receive cash from EOP
	Partnership in an amount equal to the market value of the Equity
	Office Common Shares for which the EOP Partnership units would
	have been redeemed if Equity Office had elected to assume and
	satisfy EOP Partnerships obligation by paying Equity
	Office Common Shares. Under an assignment and assumption
	agreement entered into with EOP Partnership on June 29,
	2001, if Equity Office elects to assume directly and satisfy the
	redemption right of a limited partner, EOP Partnership is
	entitled to make the election as to whether Equity Office issues
	Common Shares or cash in exchange for units tendered for
	redemption.

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

30



---



##### Table of Contents





|                                 |       |                  |    |        |  |             |                |             |  |             |        |             |  |  |           |            |  |  |           |           |  |   |        |         | 
|-------------------------------- | ----- | ---------------- | -- | ------ |  | ----------- | -------------- | ----------- |  | ----------- | ------ | ----------- |  |  | --------- | ---------- |  |  | --------- | --------- |  | - | ------ | ------- | 
|                                 |       | 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           |             |  | $           | 2,080  |             |  |  | 2,688,520 |            |  |  | 90,224    |           |  | $ | 1,298  |        
|                                
|                                
|                                
|                                
|Broadband Office, Inc.(a)        |       |                  | 58 |        |  |             | Privately Held |             |  |             | 3,699  |             |  |  | 2,656,609 |            |  |  |          |           |  |   | 3,699  |        
|                                
|                                
|                                
|                                
|Captivate Network, Inc.          |       |                  | 72 |        |  |             | Privately Held |             |  |             | 8,431  |             |  |  | 2,287,169 |            |  |  | 2,406,781 |           |  |   | 10,410 |        
|                                
|                                
|                                
|                                
|Cypress Communications           |       |                  | 17 |        |  |             | CYCO           |             |  |             | 829    |             |  |  | 828,950   |            |  |  | 919,581   |           |  |   | 249    |        
|                                
|                                
|                                
|                                
|HQ Global Workplace              |       |                  |   |        |  |             | Privately Held |             |  |             | 88,363 |             |  |  | 1,839,497 |            |  |  | 555,911   |           |  |   | 88,363 |        
|                                
|                                
|                                
|                                
|Constellation Real Technologies  |       |                  |   |        |  |             | Privately Held |             |  |             | 3,432  |             |  |  |          |            |  |  |          |           |  |   | 3,432  |        
|                                
|                                
|                                
|                                
|CenterBeam, Inc.                 |       |                  |   |        |  |             | Privately Held |             |  |             | 7,001  |             |  |  | 664,767   |            |  |  | 31,160    |           |  |   | 7,001  |        
|                                 |       |                  |    |        |  |             |                |             |  |             |        |             |  |  |           |            |  |  |           |           |  |   |        |        
|                                 | Total |                  |    |        |  |             |                |             |  |             | $      | 113,835     |  |  |           | 10,965,512 |  |  |           | 4,003,657 |  |   | $      | 114,452 | 
|                                 |       |                  |    |        |  |             |                |             |  |             |        |             |  |  |           |            |  |  |           |           |  |   |        |        




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | In May 2001, Broadband filed for Chapter 11 bankruptcy.
	Another telecom provider, Yipes, has received approval from
	federal bankruptcy court to acquire certain rights formerly
	owned by Broadband. In addition, Yipes, has executed agreements
	with nine major real estate entities, including EOP Partnership
	to assume telecom licensing agreements (TLAs) in modified
	formats. As part of this transaction, EOP Partnership has
	acquired ownership of the wiring previously owned by Broadband
	in consideration for conveyance of its equity interest in
	Broadband.
|   
|(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 June 30,
	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 investments were 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/A for the year
ended December 31, 2000, except as noted below:

In June 2001, EOP Partnership entered into an interest rate swap
agreement that effectively hedged the fixed interest rate of
6.625% on $400 million of unsecured notes until the maturity of
the notes on February 15, 2005. The terms of the interest
rate swap agreement require semiannual settlements on
February 15 and August 15 which are also the interest
payment dates for the $400 million notes. The counterparty is
the fixed rate payer and EOP Partnership is the variable rate
payer. The variable rate is based on three-month LIBOR plus 109
basis points. The interest rate swap is classified as a
derivative under FAS 133 Accounting for Derivative
Instruments and Hedging Activitiesand as a perfectly
effective hedge of the $400 million notes. In accordance with
FAS 133 the interest rate swap and the $400 million notes are
reflected at market value at June 30, 2001. The mark to
market adjustment on the swap was $(2.5) million. The mark to
market on the $400 million notes was also $2.5 million which is
reflected in the net discount on unsecured notes. Because

31



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##### Table of Contents





On July 11, 2001, EOP Partnership entered into an interest
rate swap agreement that effectively hedged the fixed interest
rate of 7.0% on $500 million of the $1.1 billion notes due
July 15, 2011. The terms of the interest rate swap require
semiannual settlements on January 15 and July 15 which
are also the interest payment dates for the $1.1 billion notes.
The counterparty is the fixed rate payer and EOP Partnership is
the variable rate payer. The variable rate is based on
three-month LIBOR plus 88.33 basis points. The interest rate
swap is classified as a derivative under FAS 133
Accounting for Derivative Instruments and Hedging
Activitiesand as a perfectly effective hedge of the
$500 million notes. In accordance with FAS 133 the interest rate
swap and the $500 million notes will be reflected at market
value. Any mark to market adjustment on the swap will be
reflected in other assets and the corresponding mark to market
on the $500 million notes will be reflected in the net discount/
premium on unsecured notes. Because the swap is considered a
perfectly effective hedge under FAS 133 there is no effect
on net income from the mark to market adjustments.

Capital and Tenant Improvements

Capital Improvements

Significant renovations and improvements which improve or extend
the useful life of the assets are capitalized. EOP Partnership
categorized these capital expenditures 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 expenditures  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.

32



---



##### Table of Contents



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

|                                                                                                                                                                                                                                                                                                                  |                                    |                          |        |        | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------- | ------------------------ | ------ | ------ | 
|                                                                                                                                                                                                                                                                                                                  |                                    | For the six months ended
|(Dollars in thousands, except per square foot amounts)                                                                                                                                                                                                                                                            |                                    | June 30, 2001           
|                                                                                                                                                                                                                                                                                                                  |                                    |                         
|Capital Improvements:                                                                                                                                                                                                                                                                                             |                                    |                          |        |       
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|Development costs                                                                                                                                                                                                                                                                                                 |                                    | $                        | 30,914 |       
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|Non-recurring capital improvements                                                                                                                                                                                                                                                                                |                                    | $                        | 16,025 |       
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|Recurring capital expenditures                                                                                                                                                                                                                                                                                    |                                    | $                        | 13,544 |       
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|Recurring capital expenditures per weighted
	average square foot                                                                                                                                                                                                                                                  |                                    | $                        | .14    |       
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|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                                                                                                                                                                                                                                                                                                 |                                    | $                        | 14,495 |       
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|Per square foot leased                                                                                                                                                                                                                                                                                            |                                    | $                        | 23.79  |       
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|Non-revenue enhancing:                                                                                                                                                                                                                                                                                            |                                    |                          |        |       
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                  | Non-revenue enhancing  renewals   |                          | $      | 19,659 | 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                  | Per square foot leased             |                          | $      | 8.78   | 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                  | Non-revenue enhancing  retenanted |                          | $      | 69,594 | 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                  | Per square foot leased             |                          | $      | 18.18  | 
|                                                                                                                                                                                                                                                                                                                  |                                    |                          |        |       
|Total non-revenue enhancing                                                                                                                                                                                                                                                                                       |                                    | $                        | 89,253 |       
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                 
|Per square foot leased                                                                                                                                                                                                                                                                                            |                                    | $                        | 14.71  |       

The above information includes actual capital improvements and
tenant improvements and leasing commissions for leases which
commenced during the period for the six months ended
June 30, 2001. The amounts included in the Consolidated
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 Consolidated
Statements of Cash Flows is as follows:

|                                                                                                     |  |                          |         |  
|---------------------------------------------------------------------------------------------------- |  | ------------------------ | ------- | -
|                                                                                                     |  | For the six months ended
|(Dollars in thousands)                                                                               |  | June 30, 2001           
|                                                                                                     |  |                         
|Total Capital Improvements, Tenant Improvements
	and Leasing Commissions per above                   |  | $                        | 164,231 |  
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|Timing Differences                                                                                   |  |                          | (21,782 | )
|                                                                                                    
|                                                                                                    
|                                                                                                    
|                                                                                                    
|Corporate Furniture, Fixtures and Equipment                                                          |  |                          | 19,440  |  
|                                                                                                     |  |                          |         |  
|Total Capital Improvements, Tenant Improvements
	and Leasing Commissions per Statement of Cash Flows |  | $                        | 161,889 |  
|                                                                                                     |  |                          |         |  

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 line of
credit. Specifically identifiable direct acquisition,
development and construction costs are capitalized including,
where applicable,

33



---



##### Table of Contents





Consolidated Developments:

|                                 |  |           |         |          |  |                 |  |        |   |  |  |        
|-------------------------------- |  | --------- | ------- | -------- |  | --------------- |  | ------ | - |  |  | -------
|                                 |  | Estimated |         |          |  |                 |  |       
|                                 |  | Placed in |         |          |  |                 |  |       
|                                 |  | Service   |         |          |  | Number of       |  | Square
|Wholly-Owned                     |  | Date(a)   |         | Location |  | Buildings       |  | Feet  
|                                 |  |           |         |          |  |                 |  |       
|                                
|                                
|                                
|                                
|Parkside Towers(c)               |  |           | 4Q/2001 |          |  | Foster City, CA |  |        | 2 |  |  | 398,000
|                                
|                                
|                                
|                                
|EJ Randolph II                   |  |           | 2Q/2002 |          |  | McLean, VA      |  |        | 1 |  |  | 122,000
|                                 |  |           |         |          |  |                 |  |        |   |  |  |        
|                                 |  |           |         |          |  |                 |  |        | 3 |  |  | 520,000
|                                 |  |           |         |          |  |                 |  |        |   |  |  |        
|                                
|Joint Venture
	(MaguirePartners) |  |           |         |          |  |                 |  |        |   |  |  |        
|                                 |  |           |         |          |  |                 |  |        |   |  |  |        
|Waters Edge Phase I(d)          |  |           | 3Q/2002 |          |  | Los Angeles, CA |  |        | 2 |  |  | 261,000
|                                 |  |           |         |          |  |                 |  |        |   |  |  |        

[Additional columns below]

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

|                                 |  |                        |      |          |  |           |        |           |  |            |         |  |  |   |         |  |  |  |     |  
|-------------------------------- |  | ---------------------- | ---- | -------- |  | --------- | ------ | --------- |  | ---------- | ------- |  |  | - | ------- |  |  |  | --- | -
|                                 |  |                        |      |         
|                                 |  | EOP Partnerships      |      |         
|                                 |  |                        |      |         
|                                 |  |                        |      | Costs    |  |           |        | Total     |  |           
|                                 |  | Effective              |      | Incurred |  | Total     |        | Project   |  | Current   
|                                 |  | Ownership              |      | as of    |  | Estimated |        | Estimated |  | Percentage
|Wholly-Owned                     |  | Percentage             |      | 6/30/01  |  | Costs(a)  |        | Cost(b)   |  | Leased    
|                                 |  |                        |      |          |  |           |        |           |  |           
|                                 |  |                        |      |         
|                                 |  | (Dollars in thousands) |      |         
|                                 |  |                        |      |         
|                                
|                                
|                                
|                                
|Parkside Towers(c)               |  |                        | 100  | %        |  | $         | 85,569 |           |  | $          | 132,100 |  |  | $ | 132,100 |  |  |  | 96  | %
|                                
|                                
|                                
|                                
|EJ Randolph II                   |  |                        | 100  | %        |  |           | 11,056 |           |  |            | 35,700  |  |  |   | 35,700  |  |  |  | 100 | %
|                                 |  |                        |      |          |  |           |        |           |  |            |         |  |  |   |         |  |  |  |     |  
|                                 |  |                        |      |          |  | $         | 96,625 |           |  | $          | 167,800 |  |  | $ | 167,800 |  |  |  | 97  | %
|                                 |  |                        |      |          |  |           |        |           |  |            |         |  |  |   |         |  |  |  |     |  
|Joint Venture
	(MaguirePartners) |  |                        |      |          |  |           |        |           |  |            |         |  |  |   |         |  |  |  |     |  
|                                 |  |                        |      |          |  |           |        |           |  |            |         |  |  |   |         |  |  |  |     |  
|Waters Edge Phase I(d)          |  |                        | 87.5 | %        |  | $         | 27,673 |           |  | $          | 74,300  |  |  | $ | 76,500  |  |  |  | 0   | %
|                                 |  |                        |      |          |  |           |        |           |  |            |         |  |  |   |         |  |  |  |     |  

Unconsolidated Developments:

|                                         |  |                              |         |                   |    |                   |   |           |    |                   |  |           |     |   |         |   |        |   |         | 
|---------------------------------------- |  | ---------------------------- | ------- | ----------------- | -- | ----------------- | - | --------- | -- | ----------------- |  | --------- | --- | - | ------- | - | ------ | - | ------- | 
|                                         |  |                              |         |                   |    |                   |   |           |    |                  
|                                         |  |                              |         |                   |    |                   |   |           |    | EOP Partnerships
|                                         |  |                              |         |                   |    |                   |   |           |    |                  
|                                         |  |                              |         |                   |    |                   |   |           |    |                   |  | Costs    
|                                         |  | Estimated                    |         |                   |    |                   |   |           |    | Effective         |  | Incurred 
|                                         |  | Placed in                    |         |                   |    |                   |   |           |    | Ownership         |  | as of    
|Wilson/Equity Office                     |  | Service                      |         |                   |    | Number of         |   | Square    |    | Percentage        |  | 6/30/01  
|Developments(e)                          |  | Date(f)                      |         | Location          |    | Buildings         |   | Feet      |    | (f)               |  | (f)      
|                                         |  |                              |         |                   |    |                   |   |           |    |                   |  |          
|                                        
|                                        
|                                        
|                                        
|San Rafael Corporate Center              |  | 4Q/2001 and 1Q/2004          |         | San Rafael, CA    |    |                   | 5 |           |    | 388,000           |  |           | 80  | % |         | $ | 32,747 |  
|                                        
|                                        
|                                        
|                                        
|Foundry Square (fka First and Howard)(h) |  | 2Q/2002 - 3Q/2003            |         | San Francisco, CA |    |                   | 4 |           |    | 1,260,000         |  |           | (h) |   |         |   | 51,474 |  
|                                        
|                                        
|                                        
|                                        
|Ferry Building(i)                        |  |                              | 3Q/2002 |                   |    | San Francisco, CA |   |           | 1  |                   |  | 242,000   |     |   | 80      | % |        |   | 17,684  | 
|                                        
|                                        
|                                        
|                                        
|Concar(j)                                |  |                              | 4Q/2002 |                   |    | San Mateo, CA     |   |           | 2  |                   |  | 207,000   |     |   | 80      | % |        |   | 7,200   | 
|                                         |  |                              |         |                   |    |                   |   |           |    |                   |  |           |     |   |         |   |        |   |         | 
|                                         |  |                              |         |                   |    |                   |   |           | 12 |                   |  | 2,097,000 |     |   |         |   |        | $ | 109,105 | 
|                                         |  |                              |         |                   |    |                   |   |           |    |                   |  |           |     |   |         |   |        |   |         | 
|                                         |  | Grand Total/Weighted Average |         |                   | 17 |                   |   | 2,878,000 |    |                   |  |           |     | $ | 233,403 |  
|                                         |  |                              |         |                   |    |                   |   |           |    |                   |  |           |     |   |         |  

[Additional columns below]

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

|                                         |  |                   |         |           |  |            |         |  |  |  |    |  
|---------------------------------------- |  | ----------------- | ------- | --------- |  | ---------- | ------- |  |  |  | -- | -
|                                         |  |                   |         |          
|                                         |  | EOP Partnerships |         |          
|                                         |  |                   |         |          
|                                         |  |                   |         | Total     |  |           
|                                         |  | Total             |         | Project   |  | Current   
|Wilson/Equity Office                     |  | Estimated         |         | Estimated |  | Percentage
|Developments(e)                          |  | Costs(f)          |         | Costs(g)  |  | Leased    
|                                         |  |                   |         |           |  |           
|                                        
|                                        
|                                        
|                                        
|San Rafael Corporate Center              |  | $                 | 118,200 |           |  | $          | 147,800 |  |  |  | 0  | %
|                                        
|                                        
|                                        
|                                        
|Foundry Square (fka First and Howard)(h) |  |                   | 249,000 |           |  |            | 436,200 |  |  |  | 42 | %
|                                        
|                                        
|                                        
|                                        
|Ferry Building(i)                        |  |                   | 66,000  |           |  |            | 82,400  |  |  |  | 0  | %
|                                        
|                                        
|                                        
|                                        
|Concar(j)                                |  |                   | 55,200  |           |  |            | 68,500  |  |  |  | 99 | %
|                                         |  |                   |         |           |  |            |         |  |  |  |    |  
|                                         |  | $                 | 488,400 |           |  | $          | 734,900 |  |  |  | 35 | %
|                                         |  |                   |         |           |  |            |         |  |  |  |    |  
|                                         |  | $                 | 730,500 |           |  | $          | 979,200 |  |  |  | 43 | %
|                                         |  |                   |         |           |  |            |         |  |  |  |    |  




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 and are based on EOP Partnerships Effective
	Ownership Percentage. These costs are estimates and are subject
	to change upon or prior to completion of the development.
|   
|(b) | Total Project Estimated Costs represents 100% of the estimated
	costs including EOP Partnership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.                                                                                                                                                                                                                                                                               
|   
|(c) | 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.                                                                                                                                                                                                                                                                                                                      
|   
|(d) | EOP Partnership and MaguirePartners have entered into a joint
	venture agreement for the purpose of developing, constructing,
	leasing and managing Waters Edge Phase I and
	acquiring an adjacent parcel for a potential Phase II
	development. The total cost for the development of Phase I
	and land acquisition of Phase II is approximately $91
	million, which includes $14.5 million allocated to the cost of
	the Phase II land parcel. EOP Partnership plans to fund
	approximately $74.3 million of the Phase I total                                         

34



---



##### Table of Contents



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | development cost, which represents 87.5% of the equity component
	with the balance allocated to construction financing in the form
	of preferred equity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(e) | 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 in northern California. 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
	6/30/01 is approximately $13.5 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 Partnership is entitled to purchase
the W/ EO interest in each development subsequent to project
stabilization.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(f) | 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 June 30, 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.



|    |                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(g) | 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.



|    |                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(h) | 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.                                                                                                 
|   
|(i) | 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.
|   
|(j) | 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, or has under option, 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; and
City Center Bellevue, Bellevue, WA.

35



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Impact of New Accounting Standards

On June 29, 2001, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 141,
Business Combinations. Statement 141 eliminates the
pooling-of-interest method of accounting for business
combinations except for qualifying business combinations that
were initiated prior to July 1, 2001. The requirements of
Statement 141 are effective for any business combination
accounted for by the purchase method that is completed after
June 30, 2001. EOP Partnership adopted the standard and
applied it to the accounting for the Spieker Merger that closed
on July 2, 2001.

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.

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 and six months ended June 30, 2001
and 2000, respectively:

|                                                                                                                                                                |                                                                                                                               |                    |         |          |   |   |         |          |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------- | ------------------ | ------- | -------- | - | - | ------- | -------- | -
|                                                                                                                                                                |                                                                                                                               |                   
|                                                                                                                                                                |                                                                                                                               | For the           
|                                                                                                                                                                |                                                                                                                               | Three Months Ended
|                                                                                                                                                                |                                                                                                                               | June 30,          
|                                                                                                                                                                |                                                                                                                               |                   
|(Dollars in thousands)                                                                                                                                          |                                                                                                                               | 2001               |         | 2000    
|                                                                                                                                                                |                                                                                                                               |                    |         |         
|Income before allocation to minority interests,
	income from investment in unconsolidated joint ventures, gain on
	sales of real estate and extraordinary items |                                                                                                                               | $                  | 133,749 |          |   | $ | 104,910 |         
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Add (deduct):                                                                                                                                                   |                                                                                                                               |                    |         |          |   |   |         |         
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Income allocated to minority interests for
	partially owned properties (excluding allocation of gain on sale
	of real estate) |                    |         | (1,353   | ) |   |         | (458     | )
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Income from investment in unconsolidated joint
	ventures                                                                      |                    |         | 17,864   |   |   |         | 13,389   |  
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Depreciation and amortization (real estate
	related) (including EOP Partnerships share of
	unconsolidated joint ventures)    |                    |         | 133,301  |   |   |         | 97,298   |  
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Put option settlement                                                                                                         |                    |         |         |   |   |         | (1,031   | )
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Preferred distributions                                                                                                       |                    |         | (10,877  | ) |   |         | (10,883  | )
|                                                                                                                                                                |                                                                                                                               |                    |         |          |   |   |         |         
|Funds from Operations(1)                                                                                                                                        |                                                                                                                               |                    | 272,684 |          |   |   | 203,225 |         
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Less deferred rental revenue                                                                                                  |                    |         | (12,045  | ) |   |         | (15,525  | )
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Plus deferred rental expense                                                                                                  |                    |         | 671      |   |   |         | 615      |  
|                                                                                                                                                                |                                                                                                                               |                    |         |          |   |   |         |         
|Adjusted Funds from Operations                                                                                                                                  |                                                                                                                               | $                  | 261,310 |          |   | $ | 188,315 |         
|                                                                                                                                                                |                                                                                                                               |                    |         |          |   |   |         |         
|Cash flow provided by (used for):                                                                                                                               |                                                                                                                               |                    |         |          |   |   |         |         
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Operating Activities                                                                                                          |                    | $       | 263,651  |   |   | $       | 268,969  |  
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Investing Activities                                                                                                          |                    | $       | (112,357 | ) |   | $       | (927,161 | )
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Financing Activities                                                                                                          |                    | $       | (108,825 | ) |   | $       | 724,170  |  
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Ratio of earnings to combined fixed charges and
	preferred unit distributions                                                                                   |                                                                                                                               |                    | 1.9     |          |   |   | 1.9     |         

36



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|                                                                                                                                                                                                                            |                                                                                                                               |                  |         |          |   |   |         |          |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------- | ---------------- | ------- | -------- | - | - | ------- | -------- | -
|                                                                                                                                                                                                                            |                                                                                                                               |                 
|                                                                                                                                                                                                                            |                                                                                                                               | For the         
|                                                                                                                                                                                                                            |                                                                                                                               | Six Months Ended
|                                                                                                                                                                                                                            |                                                                                                                               | June 30,        
|                                                                                                                                                                                                                            |                                                                                                                               |                 
|(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 |                                                                                                                               | $                | 270,740 |          |   | $ | 206,589 |         
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Add (deduct):                                                                                                                                                                                                               |                                                                                                                               |                  |         |          |   |   |         |         
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Income allocated to minority interests for
	partially owned properties (excluding allocation of gain on sale
	of real estate) |                  |         | (4,606   | ) |   |         | (1,011   | )
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Income from investment in unconsolidated joint
	ventures                                                                      |                  |         | 33,290   |   |   |         | 24,763   |  
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Depreciation and amortization (real estate
	related) (including EOP Partnerships share of
	unconsolidated joint ventures)    |                  |         | 267,612  |   |   |         | 192,084  |  
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Put option settlement                                                                                                         |                  |         |         |   |   |         | (2,061   | )
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Preferred distributions                                                                                                       |                  |         | (21,761  | ) |   |         | (21,580  | )
|                                                                                                                                                                                                                            |                                                                                                                               |                  |         |          |   |   |         |         
|Funds from Operations(1)                                                                                                                                                                                                    |                                                                                                                               |                  | 545,275 |          |   |   | 398,784 |         
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Less deferred rental revenue                                                                                                  |                  |         | (27,030  | ) |   |         | (28,232  | )
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Plus deferred rental expense                                                                                                  |                  |         | 1,332    |   |   |         | 1,116    |  
|                                                                                                                                                                                                                            |                                                                                                                               |                  |         |          |   |   |         |         
|Adjusted Funds from Operations                                                                                                                                                                                              |                                                                                                                               | $                | 519,577 |          |   | $ | 371,668 |         
|                                                                                                                                                                                                                            |                                                                                                                               |                  |         |          |   |   |         |         
|Cash flow provided by (used for):                                                                                                                                                                                           |                                                                                                                               |                  |         |          |   |   |         |         
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Operating Activities                                                                                                          |                  | $       | 456,452  |   |   | $       | 378,458  |  
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Investing Activities                                                                                                          |                  | $       | (176,029 | ) |   | $       | (993,090 | )
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                            | Financing Activities                                                                                                          |                  | $       | (253,600 | ) |   | $       | 694,648  |  
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|                                                                                                                                                                                                                           
|Ratio of earnings to combined fixed charges and
	preferred unit 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, investing activities and financing
	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,
	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.

Information about quantitative and qualitative disclosures about
market risk is incorporated herein by reference from
Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations in the Market Risk
section.

37



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##### Table of Contents



PART II.  OTHER INFORMATION

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

(a) Exhibits

The exhibits required by this item are set forth on the Exhibit
Index attached hereto.

(b)  Reports on Form 8-K

None.

38



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##### 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: August 13, 2001

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

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

Date: August 13, 2001

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

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

39



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##### Table of Contents



EXHIBIT INDEX

|        |     |                     |  |                                                                                                                                                                                                                                                                                                                                                                                  
|------- | --- | ------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |     |                    
|No.     |     | Exhibit Description
|        |     |                    
|        | 2.1 |                     |  | Agreement and Plan of Merger, dated as of
	February 22, 2001, as amended, by and among Equity Office,
	EOP Partnership, Spieker and Spieker Partnership (incorporated
	by reference to Annex A to the joint proxy statement/
	prospectus included in Equity Offices Registration
	Statement on Form S-4, as amended, File No. 333-57526,
	as filed with the SEC on June 6, 2001)
|        | 3.1 |                     |  | Third Amended and Restated Agreement of Limited
	Partnership (incorporated herein by reference to
	Exhibit 99.5 to EOP Partnerships Current Report on
	Form 8-K)                                                                                                                                                                                                                
|        | 4.1 |                     |  | Credit Agreement for $1,000,000,000 Term Loan
	Facility, dated as of June 11, 2001, by and among EOP
	Partnership and the Banks listed therein (incorporated herein by
	reference to Exhibit 99.9 to Equity Offices Current
	Report on Form  8-K filed with the SEC on July 5, 2001)                                                                                            
|        | 4.2 |                     |  | The Chase Manhattan Bank $271,666,666.67 Note
	Under the Credit Agreement for $1,000,000,000 Term Loan Facility
	(incorporated herein by reference to Exhibit 99.10 to
	Equity Offices Current Report on Form 8-K filed with
	the SEC on July 5, 2001)                                                                                                                          
|        | 4.3 |                     |  | Bank of America, N.A. $271,666,666.67 Note Under
	the Credit Agreement for $1,000,000,000 Term Loan Facility
	(incorporated herein by reference to Exhibit 99.11 to
	Equity Offices Current Report on Form 8-K filed with
	the SEC on July 5, 2001)                                                                                                                             
|        | 4.4 |                     |  | Citicorp Real Estate, Inc. $271,666,666.67 Note
	Under the Credit Agreement for $1,000,000,000 Term Loan Credit
	Facility (incorporated herein by reference to Exhibit 99.12
	to Equity Offices Current Report on Form 8-K filed
	with the SEC on July 5, 2001)                                                                                                                 
|        | 4.5 |                     |  | Dresdner Bank AG, New York and Grand Cayman
	Branches $75,000,000 Note Under the Credit Agreement for
	$1,000,000,000 Term Loan Facility (incorporated herein by
	reference to Exhibit 99.13 to Equity Offices Current
	Report on Form 8-K filed with the SEC on July 5, 2001)                                                                                                  
|        | 4.6 |                     |  | Bankers Trust Company $271,666,666.67 Note Under
	the Credit Agreement for $1,000,000,000 Term Loan Facility
	(incorporated herein by reference to Exhibit 99.14 to
	Equity Offices Current Report on Form 8-K filed with
	the SEC on July 5, 2001)                                                                                                                             
|        | 4.7 |                     |  | PNC Bank, National Association $271,666,666.67
	Note Under the Credit Agreement for $1,000,000,000 Term Loan
	Facility (incorporated herein by reference to Exhibit 99.15
	to Equity Offices Current Report on Form 8-K filed
	with the SEC on July 5, 2001)                                                                                                                    
|        | 4.8 |                     |  | Guarantee of Payment, dated as of June 11,
	2001, between Equity Office and Bank of America, N.A.
	(incorporated herein by reference to Exhibit 99.16 to
	Equity Officers Current Report on Form 8-K filed with
	the SEC on July 5, 2001)                                                                                                                                       
|        | 4.9 |                     |  | Indenture, dated as of December 6, 1995,
	among Spieker and State Street Bank and Trust, as Trustee
	(incorporated herein by reference to Exhibit 99.17.1 to
	Equity Offices Current Report on Form 8-K filed with
	the SEC on July 5, 2001)                                                                                                                                    

40



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##### Table of Contents



|        |     |                     |  |                                                                                                                                                                                                                                                                
|------- | --- | ------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |     |                    
|No.     |     | Exhibit Description
|        |     |                    
|        | 4.1 | 0                   |  | First Supplemental Indenture, dated as of
	December 11, 1995, among Spieker, Spieker Partnership and
	State Street (incorporated herein by reference to
	Exhibit 99.17.2 for Equity Offices Current Report on
	Form 8-K filed with the SEC on July 5, 2001)   
|        | 4.1 | 1                   |  | Second Supplemental Indenture, dated as of
	December 11, 1995, among Spieker, Spieker Partnership and
	State Street (incorporated herein by reference to
	Exhibit 99.17.3 for Equity Offices Current Report on
	Form 8-K filed with the SEC on July 5, 2001)  
|        | 4.1 | 2                   |  | $50,000,000 6.80% Note due December 15, 2001
	(incorporated herein by reference to Exhibit 99.17.4 for
	Equity Offices Current Report on Form 8-K filed with
	the SEC on July 5, 2001)                                                                        
|        | 4.1 | 3                   |  | Third Supplemental Indenture, dated as of
	December 11, 1995, among Spieker, Spieker Partnership and
	State Street (incorporated herein by reference to
	Exhibit 99.17.5 for Equity Offices Current Report on
	Form 8-K filed with the SEC on July 5, 2001)   
|        | 4.1 | 4                   |  | $110,000,000 6.95% Note due December 15,
	2002 (incorporated herein by reference to Exhibit 99.17.6
	for Equity Offices Current Report on Form 8-K filed
	with the SEC on July 5, 2001)                                                                       
|        | 4.1 | 5                   |  | Fourth Supplemental Indenture, dated as of
	January 24, 1996, among Spieker, Spieker Partnership and
	State Street (incorporated herein by reference to
	Exhibit 99.17.7 for Equity Offices Current Report on
	Form 8-K filed with the SEC on July 5, 2001)   
|        | 4.1 | 6                   |  | $100,000,000 6.90% Note due January 15, 2004
	(incorporated herein by reference to Exhibit 99.17.8 for
	Equity Offices Current Report on Form 8-K filed with
	the SEC on July 5, 2001)                                                                        
|        | 4.1 | 7                   |  | Fifth Supplemental Indenture, dated as of
	June 20, 1996, among Spieker, Spieker Partnership and State
	Street (incorporated herein by reference to Exhibit 99.17.9
	for Equity Offices Current Report on Form 8-K filed
	with the SEC on July 5, 2001)       
|        | 4.1 | 8                   |  | $100,000,000 Medium-Term Notes due nine months or
	more from July 19, 1996 (incorporated herein by reference
	to Exhibit 99.17.10 for Equity Offices Current Report on
	Form 8-K filed with the SEC on July 5, 2001)                                          
|        | 4.1 | 9                   |  | $50,000,000 Medium-Term Notes due nine months or
	more from July 19, 1996 (incorporated herein by reference
	to Exhibit  99.17.11 for Equity Offices Current
	Report on Form 8-K filed with the SEC on July 5, 2001)                                          
|        | 4.2 | 0                   |  | Sixth Supplemental Indenture, dated as of
	December 10, 1996, among Spieker, Spieker Partnership and
	State Street (incorporated herein by reference to
	Exhibit 99.17.12 for Equity Offices Current Report on
	Form 8-K filed with the SEC on July 5, 2001)  
|        | 4.2 | 1                   |  | $100,000,000 7.125% Note due December 1,
	2006 (incorporated herein by reference to Exhibit 99.17.13
	for Equity Offices Current Report on Form 8-K filed
	with the SEC on July 5, 2001)                                                                      
|        | 4.2 | 2                   |  | Seventh Supplemental Indenture, dated as of
	December 10, 1996, among Spieker, Spieker Partnership and
	State Street (incorporated herein by reference to
	Exhibit 99.17.14 for Equity Offices Current Report on
	Form 8-K filed with the SEC on July 5, 2001)

41



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##### Table of Contents



|        |     |                     |  |                                                                                                                                                                                                                                                                                                      
|------- | --- | ------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |     |                    
|No.     |     | Exhibit Description
|        |     |                    
|        | 4.2 | 3                   |  | $25,000,000 7.875% Note due December 1, 2016
	(incorporated herein by reference to Exhibit 99.17.15 for
	Equity Offices Current Report on Form 8-K filed with
	the SEC on July 5, 2001)                                                                                                             
|        | 4.2 | 4                   |  | Eighth Supplemental Indenture, dated as of
	July 14, 1997, among Spieker, Spieker Partnership and State
	Street (incorporated herein by reference to
	Exhibit 99.17.16 for Equity Offices Current Report on
	Form 8-K filed with the SEC on July 5, 2001)                                           
|        | 4.2 | 5                   |  | $150,000,000 7.125% Note due July 1, 2009
	(incorporated herein by reference to Exhibit 99.17.17 for
	Equity Offices Current Report on Form 8-K filed with
	the SEC on July 5, 2001)                                                                                                                
|        | 4.2 | 6                   |  | Ninth Supplemental Indenture, dated as of
	September 29, 1997, among Spieker, Spieker Partnership,
	First Trust of California, National Association and State Street
	(incorporated herein by reference to Exhibit 99.17.18 for
	Equity Offices Current                                             
|        | 4.2 | 7                   |  | Report on Form 8-K filed with the SEC on
	July 5, 2001) $150,000,000 7.50% Debenture due
	October 1, 2027 (incorporated herein by reference to
	Exhibit 99.17.19 for Equity Offices Current Report on
	Form 8-K filed with the SEC on July 5, 2001)                                                 
|        | 4.2 | 8                   |  | Tenth Supplemental Indenture, dated as of
	December 8, 1997, among Spieker, Spieker Partnership and
	First Trust of California, National Association (incorporated
	herein by reference to Exhibit 99.17.20 for Equity
	Offices Current                                                             
|        | 4.2 | 9                   |  | Report on Form 8-K filed with the SEC on
	July 5, 2001) $200,000,000 7.35% Debenture due
	December 1, 2017 (incorporated herein by reference to
	Exhibit 99.17.21 for Equity Offices Current Report on
	Form 8-K filed with the SEC on July 5, 2001)                                                
|        | 4.3 | 0                   |  | Eleventh Supplemental Indenture, dated as of
	January 27, 1998, among Spieker, Spieker Partnership and
	First Trust of California, National Association (incorporated
	herein by reference to Exhibit 99.17.22 for Equity
	Offices Current Report on Form 8-K filed with the SEC
	on July 5, 2001)  
|        | 4.3 | 1                   |  | $150,000,000 6.75% Note due January 15, 2008
	(incorporated herein by reference to Exhibit 99.17.23 for
	Equity Offices Current Report on Form 8-K filed with
	the SEC on July 5, 2001)                                                                                                             
|        | 4.3 | 2                   |  | Twelfth Supplemental Indenture, dated as of
	February 2, 1998, among Spieker, Spieker Partnership and
	First Trust of California, National Association (incorporated
	herein by reference to Exhibit 99.17.24 for Equity
	Offices Current                                                           
|        | 4.3 | 3                   |  | Report on Form 8-K filed with the SEC on
	July 5, 2001) $125,000,000 6.875% Note due February 1,
	2005 (incorporated herein by reference to Exhibit 99.17.25
	for Equity Offices Current Report on Form 8-K filed
	with the SEC on July 5, 2001)                                                    
|        | 4.3 | 4                   |  | Thirteenth Supplemental Indenture, dated as of
	February 2, 1998, among Spieker, Spieker Partnership and
	First Trust of California, National Association (incorporated
	herein by reference to Exhibit 99.17.26 for Equity
	Offices Current Report on Form 8-K filed with the SEC
	on July 5, 2001)
|        | 4.3 | 5                   |  | $1,500,000 7.0% Note due February 1, 2005
	(incorporated herein by reference to Exhibit 99.17.27 for
	Equity Offices Current Report on Form 8-K filed with
	the SEC on July 5, 2001)                                                                                                                

42



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##### Table of Contents



|        |      |                     |  |                                                                                                                                                                                                                                                                                                                            
|------- | ---- | ------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |                    
|No.     |      | Exhibit Description
|        |      |                    
|        | 4.3  | 6                   |  | Fourteenth Supplemental Indenture, dated as of
	April 29, 1998, among Spieker, Spieker Partnership and U.S.
	Bank Trust National Association (incorporated herein by
	reference to Exhibit 99.17.28 for Equity Offices
	Current Report on Form 8-K filed with the SEC on
	July 5, 2001)                                   
|        | 4.3  | 7                   |  | $25,000,000 6.88% Note due April 30, 2007
	(incorporated herein by reference to Exhibit 99.17.29 for
	Equity Offices Current Report on Form 8-K filed with
	the SEC on July 5, 2001)                                                                                                                                      
|        | 4.3  | 8                   |  | Fifteenth Supplemental Indenture, dated as of
	May 11, 1999, among Spieker, Spieker Partnership and U.S.
	Bank Trust National Association (incorporated herein by
	reference to Exhibit 99.17.30 for Equity Offices
	Current Report on Form 8-K filed with the SEC on
	July 5, 2001)                                      
|        | 4.3  | 9                   |  | $200,000,000 6.8% Note due May 1, 2004
	(incorporated herein by reference to Exhibit 99.17.31 for
	Equity Offices Current Report on Form 8-K filed with
	the SEC on July 5, 2001)                                                                                                                                         
|        | 4.4  | 0                   |  | $200,000,000 7.25% Note due May 1, 2009
	(incorporated herein by reference to Exhibit 99.17.32 for
	Equity Offices Current Report on Form 8-K filed with
	the SEC on July 5, 2001)                                                                                                                                        
|        | 4.4  | 1                   |  | Sixteenth Supplemental Indenture, dated as of
	December 11, 2000, among Spieker, Spieker Partnership and
	U.S. Bank Trust National Association (incorporated by reference
	to Exhibit  99.17.33 to Equity Offices Current Report
	on Form 8-K filed with the SEC on July 5, 2001)                                         
|        | 4.4  | 2                   |  | $200,000,000 7.65% Note due December 15,
	2010 (incorporated herein by reference to Exhibit 99.17.34
	for Equity Offices Current Report on Form 8-K filed
	with the SEC on July 5, 2001)                                                                                                                                  
|        | 4.4  | 3                   |  | Seventeenth Supplemental Indenture relating to
	the substitution of Equity Office and EOP Partnership as
	successor entities for Spieker and Spieker Partnership,
	respectively (incorporated herein by reference to Exhibit 
	99.17.35 for Equity Offices Current Report on
	Form 8-K filed with the SEC on July 5, 2001)
|        | 4.4  | 4                   |  | $500,000,000 7.000% Note due July 15, 2011
	(incorporated herein by reference to Exhibit 4.4 to the
	Current Report on Form 8-K of EOP Partnership filed with
	the SEC on July 18, 2001)                                                                                                                                   
|        | 4.4  | 5                   |  | $500,000,000 7.000% Note due July 15, 2011
	(incorporated herein by reference to Exhibit 4.5 to the
	Current Report on Form 8-K of EOP Partnership filed with
	the SEC on July 18, 2001)                                                                                                                                   
|        | 4.4  | 6                   |  | $100,000,000 7.000% Note due July 15, 2011
	(incorporated herein by reference to Exhibit 4.6 to the
	Current Report on Form 8-K of EOP Partnership filed with
	the SEC on July 18, 2001)                                                                                                                                   
|        | 4.4  | 7                   |  | $300,000,000 7.000% Note due July 15, 2031
	(incorporated herein by reference to Exhibit 4.7 to the
	Current Report on Form 8-K of EOP Partnership filed with
	the SEC on July 18, 2001)                                                                                                                                   
|        | 12.1 |                     |  | Statement of Computation of Earnings to Fixed
	Charges and Preferred Unit Distributions                                                                                                                                                                                                                                    

43