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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

                                       or

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

                 For the transition period from _____ to _____.

                           COMMISSION FILE NO. 1-12328

                            CHELSEA GCA REALTY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

      MARYLAND                                                22-3251332
  (STATE OR OTHER JURISDICTION                             (I.R.S. EMPLOYER
 OF INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

               103 EISENHOWER PARKWAY, ROSELAND, NEW JERSEY 07068
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES - ZIP CODE)

                                 (973) 228-6111
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

The number of shares outstanding of the registrant's common stock, $0.01 par
value was 15,880,994 at November 10, 1999.

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<PAGE>


                            CHELSEA GCA REALTY, INC.

                                      INDEX


PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements (Unaudited)                                 Page

          Condensed Consolidated Balance Sheets
              as of September 30, 1999 and December 31, 1998.........      3

         Condensed Consolidated Statements of Income
              for the three and nine months ended September 30,
              1999 and 1998..........................................      4

         Condensed Consolidated Statements of Cash Flows
              for the nine months ended September 30, 1999 and 1998...     5

         Notes to Condensed Consolidated Financial Statements.........     6

Item 2.  Management's Discussion and Analysis of Financial Condition
              and Results of Operations...............................    10

Item 3.  Quantitative and Qualitative Disclosures about Market Risk...    16

PART II.  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K.............................    18

Signatures ...............................................................19

<PAGE>

ITEM 1.  FINANCIAL STATEMENTS
                            CHELSEA GCA REALTY, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>

                                                                                  SEPTEMBER 30,       DECEMBER 31,
                                                                                         1999                1998
                                                                                -----------------   -----------------
                                                                                  (UNAUDITED)           (NOTE 1)
ASSETS
Rental properties:
<S>                                                                                 <C>                 <C>
     Land..................................................................         $ 108,249           $ 109,318
     Depreciable property..................................................           718,953             683,408
                                                                                -----------------   -----------------
Total rental property......................................................           827,202             792,726
Accumulated depreciation...................................................          (129,400)           (102,851)
                                                                                -----------------   -----------------

Rental properties, net.....................................................           697,802             689,875
Cash and cash equivalents..................................................            11,318               9,631
Notes receivable - related party...........................................             1,222               4,500
Deferred costs, net........................................................            13,428              17,766
Properties held for sale...................................................             4,125               8,733
Other assets...............................................................            59,588              42,847
                                                                                -----------------   -----------------
TOTAL ASSETS...............................................................         $ 787,483           $ 773,352
                                                                                =================   =================

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
     Unsecured bank debt...................................................         $ 109,035           $ 151,035
     7.75% Unsecured Notes due 2001........................................            99,885              99,824
     7.25% Unsecured Notes due 2007........................................           124,736             124,712
     Construction payables.................................................             7,370              12,927
     Accounts payable and accrued expenses.................................            21,724              19,769
     Obligation under capital lease........................................             3,428               9,612
     Accrued dividend and distribution payable.............................            15,192               3,274
     Other liabilities.....................................................            28,382              29,257
                                                                                -----------------   -----------------
TOTAL LIABILITIES..........................................................           409,752             450,410

Commitments and contingencies

Minority interest..........................................................           102,861              42,551

Stockholders' equity:
     8.375% Series A cumulative redeemable preferred stock, $0.01 par
     value, authorized 1,000 shares, issued and outstanding 1,000
     shares in 1999 and 1998 (aggregate liquidation preference $50,000)                    10                  10
     Common stock, $0.01 par value, authorized 50,000 shares,
     issued and outstanding 15,802 in 1999 and 15,608 in 1998..............               158                 156
     Paid-in-capital.......................................................           344,332             339,490
     Distributions in excess of net income.................................           (69,630)            (59,265)
                                                                                -----------------    -----------------
TOTAL STOCKHOLDERS' EQUITY.................................................           274,870             280,391
                                                                                =================   =================
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.................................          $787,483           $ 773,352
                                                                                =================   =================
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.


<PAGE>


                            CHELSEA GCA REALTY, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>

                                                                           THREE MONTHS                   NINE MONTHS
                                                                         ENDED SEPTEMBER 30,            ENDED SEPTEMBER 30,
                                                                        1999       1998                 1999              1998
                                                                -------------   -------------        --------------  -------------
REVENUES:
<S>                                                               <C>              <C>                  <C>            <C>
   Base rent.............................................         $24,687          $22,561              $73,822        $62,642
   Percentage rent.......................................           3,700            3,410                8,715          7,147
   Expense reimbursements................................           9,800            8,414               27,343         23,743
   Other income..........................................           2,197              536                6,347          1,963
                                                                -------------   -------------        --------------  -------------
TOTAL REVENUES...........................................          40,384           34,921              116,227         95,495
                                                                -------------   -------------        --------------  -------------

EXPENSES:
   Interest..............................................           6,050            5,097               18,737         13,930
   Operating and maintenance.............................          10,668            9,032               30,027         26,034
   Depreciation and amortization.........................           9,975            8,351               29,680         23,384
   General and administrative............................           1,070            1,171                3,613          3,060
   Loss on writedown of asset............................               -                -                    -          4,894
   Other.................................................             728              321                1,846          1,616
                                                               --------------   -------------         -------------   ------------
TOTAL EXPENSES...........................................          28,491           23,972               83,903         72,918
                                                                -------------   -------------         --------------  ------------

NET INCOME BEFORE MINORITY INTEREST......................          11,893           10,949               32,324         22,577

Minority interest........................................          (2,306)          (1,798)              (5,592)        (3,538)
                                                                -------------   -------------         --------------  ------------

NET INCOME...............................................           9,587            9,151               26,732         19,039

Preferred dividend.......................................          (1,047)          (1,047)              (3,141)        (3,141)
                                                                -------------   -------------         --------------  ------------

NET INCOME TO COMMON SHAREHOLDERS........................          $8,540           $8,104              $23,591        $15,898
                                                                =============   =============         ==============  =============

BASIC:
Net income per common share..............................           $0.54            $0.52                $1.50          $1.03
Weighted average common shares outstanding...............          15,791           15,468               15,697         15,409

DILUTED:
Net income per common share..............................           $0.53            $0.52                $1.48          $1.02
Weighted average common shares outstanding...............          15,975           15,687               15,877          15,661
</TABLE>


  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.


<PAGE>


                            CHELSEA GCA REALTY, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (UNAUDITED)
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                                  1999                1998
                                                                               --------------    -------------
   CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                            <C>                 <C>
   Net income.......................................................           $26,732             $19,039
   Adjustments to reconcile net income to net cash
      provided by operating activities:
       Depreciation and amortization................................            29,680              23,384
       Minority interest in net income..............................             5,592               3,538
       Writedown of asset...........................................              -                  4,894
       Proceeds from non-compete receivable.........................             4,600                 -
       Amortization of non-compete revenue..........................            (3,852)                -
       Additions to deferred lease costs............................            (1,049)             (1,570)
       Other operating activities...................................               710                 240
       Changes in assets and liabilities:
           Straight-line rent receivable............................            (1,172)             (1,432)
           Other assets.............................................            (1,078)              3,902
           Accounts payable and accrued expenses....................             1,854               2,246
                                                                                ----------        -------------
   Net cash provided by operating activities........................            62,017              54,241
                                                                                ----------        -------------

   CASH FLOWS USED IN INVESTING ACTIVITIES
   Additions to rental properties...................................           (42,578)            (86,521)
   Additions to deferred development costs..........................              (269)             (1,424)
   Proceeds from sale of center.....................................             4,483                 -
   Payments from related party......................................             4,500                 -
   Loan to related party............................................            (1,222)                -
   Additions to investments in joint ventures.......................           (16,982)             (8,153)
                                                                               -------------      -------------
   Net cash used in investing activities............................           (52,068)            (96,098)
                                                                               -------------      -------------

   CASH FLOWS FROM FINANCING ACTIVITIES
   Distributions....................................................           (32,977)            (31,475)
   Net proceeds from sale of preferred units........................            63,340                -
   Debt proceeds....................................................            27,000              72,000
   Repayments of debt...............................................           (69,000)             (4,000)
   Additions to deferred financing costs............................              (645)             (1,234)
   Net proceeds from sale of common stock...........................             4,020               4,428
   Other financing activities.......................................              -                    (57)
                                                                               --------------   ------------
   Net cash (used in) provided by financing activities..............            (8,262)             39,662
                                                                               --------------   ------------

   Net increase (decrease) in cash and cash equivalents.............             1,687              (2,195)
   Cash and cash equivalents, beginning of period...................             9,631              14,538
                                                                               ==============   ============
   Cash and cash equivalents, end of period.........................           $11,318             $12,343
                                                                               ==============   =============
</TABLE>


       THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

<PAGE>


                            CHELSEA GCA REALTY, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.    ORGANIZATION AND BASIS OF PRESENTATION

Chelsea GCA Realty, Inc. (the "Company") is a self-administered and self-managed
real estate investment trust ("REIT"). The Company is the managing general
partner of Chelsea GCA Realty Partnership, L.P. (the "Operating Partnership" or
"OP"), an operating partnership which at September 30, 1999 owned and provided
development, leasing, marketing and management services for 19 upscale and
fashion-oriented manufacturers' outlet centers (the "Properties") containing
approximately 5.1 million square feet of gross leasable area ("GLA"). The
Properties are located near large metropolitan areas including New York City,
Los Angeles, San Francisco, Sacramento, Boston, Atlanta, Washington DC, Portland
(Oregon) and Cleveland, or at or near tourist destinations including Honolulu,
Napa Valley, Palm Springs and the Monterey Peninsula. The Company also has a
number of properties under development and expansion.

All of the Company's assets are held by, and all of its operations are conducted
through, the OP. Due to the Company's ability, as the sole general partner, to
exercise both financial and operational control over the OP, it is consolidated
in the accompanying financial statements. All intercompany transactions have
been eliminated in consolidation.

Common ownership of the OP as of September 30, 1999 was as follows:

           Company                   82.5%             15,802,000  units
           Unitholders               17.5%              3,363,000  units
                                  -----------     ---------------
                    TOTAL           100.0%             19,165,000

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
notes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for fair presentation have
been included. Operating results for the three and nine month periods ended
September 30, 1999 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1999. The balance sheet at December
31, 1998 has been derived from the audited financial statements at that date but
does not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. These
financial statements should be read in conjunction with the consolidated
financial statements and accompanying notes included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.

Effective January 1, 1998, the Company adopted the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 131,
Disclosures about Segments of an Enterprise and Related Information ("Statement
131"). Statement 131 superseded FASB Statement No. 14, Financial Reporting for
Segments of a Business Enterprise. Statement 131 establishes standards for the
way that public business enterprises report information about operating segments
in annual financial statements and requires that those enterprises report
selected information about operating segments in interim financial reports.
Statement 131 also establishes standards for related disclosures about products
and services, geographic areas, and major customers. The adoption of Statement
131 did not affect results of operations, financial position or disclosure of
segment information as the Company is engaged in the development, ownership,
acquisition and operation of manufacturers' outlet centers and has one
reportable segment, retail real estate. The Company evaluates real estate
performance and allocates resources based on net operating income and weighted
average sales per square foot. The primary sources of revenue are generated from
tenant base rents, percentage rents and reimbursement revenue.

Operating expenses primarily consist of common area maintenance, real estate
taxes and promotional expenses. The retail real estate business segment meets
the quantitative threshold for determining reportable segments. The Company's
investment in foreign operations is not material to the consolidated financial
statements.

In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
Accounting for Derivative Instruments and Hedging Activities, which is required
to be adopted in years beginning after June 15, 2000. Statement 133 permits
early adoption as of the beginning of any fiscal quarter after its issuance. The
Company expects to adopt the new Statement effective January 1, 2001. The
Statement will require the Company to recognize all derivatives on the balance
sheet at fair value. Derivatives that are not hedges must be adjusted to fair
value through income. If a derivative is a hedge, depending on the nature of the
hedge, changes in the fair value of the derivative will either be offset against
the change in fair value of the hedged asset, liability, or firm commitment
through earnings, or recognized in other comprehensive income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value will be immediately recognized in earnings. The Company does not
anticipate that the adoption of the Statement will have a significant effect on
its results of operations or financial position.

2.    PROPERTIES HELD FOR SALE

As of September 30, 1999, properties held for sale represented the fair value,
less estimated costs to sell, of Solvang Designer Outlets ("Solvang"). As of
December 31, 1998, Lawrence Riverfront Plaza was also included in properties
held for sale; the property was sold on March 26, 1999 with no additional loss
recognized.

During the second quarter of 1998, the Company accepted an offer to purchase
Solvang, a 51,000 square foot center in Solvang, California, for a net selling
price of $5.6 million. The center had a book value of $10.5 million, resulting
in a writedown of $4.9 million in the second quarter of 1998. During the fourth
quarter of 1998, the initial purchase offer was withdrawn and the Company
received another offer for a net selling price of $4.0 million, requiring a
further writedown of $1.6 million. For the three and nine month periods ended
September 30, 1999, Solvang accounted for less than 1% of the Company's revenues
and net operating income.

3.  NON-COMPETE AGREEMENT

In October 1998, the Company signed a definitive agreement to terminate the
development of Houston Premium Outlets, a joint venture project with Simon
Property Group, Inc. ("Simon"). Under the terms of the agreement, the Company
withdrew from the Houston development partnership and agreed to certain
restrictions on competing in the Houston market through the year 2002. The
Company will receive non-compete payments totaling $21.4 million from The Mills
Corporation; $3.0 million was received at closing, the first of four annual
installments of $4.6 million was received in January 1999 and the remaining
installments are to be received on each January 2, through 2002. The Company has
also been reimbursed for its share of land costs, development costs and fees
related to the project. The revenue is being recognized on a straight-line basis
over the term of the non-compete agreement and the Company recognized income of
$3.9 million during the nine months ended September 30, 1999.

4.    DEBT

On March 30, 1998, the OP replaced its two unsecured bank revolving lines of
credit, totaling $150 million (the "Credit Facilities"), with a $160 million
senior unsecured bank line of credit (the "Senior Credit Facility"). The Senior
Credit Facility expires on March 30, 2001 and the OP has an annual right to
request a one-year extension of the Senior Credit Facility which may be granted
at the option of the lenders. Lenders representing 84% of the Senior Credit
Facility have agreed to extend the Facility until March 30, 2002. The Facility
bears interest on the outstanding balance, payable monthly, at a rate equal to
the London Interbank Offered Rate ("LIBOR") plus 1.05% (6.36% at September 30,
1999) or the prime rate, at the OP's option. The LIBOR rate spread ranges from
0.85% to 1.25% depending on the Company's Senior Debt rating. A fee on the
unused portion of the Senior Credit Facility is payable quarterly at rates
ranging from 0.15% to 0.25% depending on the balance outstanding. At September
30, 1999, $116 million was available under the Senior Credit Facility.

Also on March 30, 1998, the OP entered into a $5 million term loan (the "Term
Loan") which carries the same interest rate and maturity as the Senior Credit
Facility. The Term Loan has also been extended to March 30, 2002.

In November 1998, the OP obtained a $60 million term loan which expires April
2000 and bears interest on the outstanding balance at a rate equal to LIBOR plus
1.40% (6.71% at September 30, 1999). Proceeds from the loan were used to pay
down borrowings under the Senior Credit Facility.

In January 1996, the OP completed a $100 million public debt offering of 7.75%
unsecured term notes due January 2001 (the "7.75% Notes"), which are guaranteed
by the Company. The 7.75% Notes were priced at a discount of 99.592 to yield
7.85% to investors.

In October 1997, the OP completed a $125 million public debt offering of 7.25%
unsecured term notes due October 2007 (the "7.25% Notes"). The 7.25% Notes were
priced to yield 7.29% to investors, 120 basis points over the 10-year U.S.
Treasury rate.

Interest and loan costs of approximately $1.8 million and $4.2 million were
capitalized as development costs during the nine months ended September 30, 1999
and 1998, respectively.

5.    CAPITAL LEASE AMENDMENT

In August 1999, the Company amended its capital lease on a property located in
Monterey Peninsula, California resulting in a writedown of the asset and
obligation of $2.7 million and $6.0 million, respectively. The net gain of $3.3
million will be recognized on a straight-line basis over the remaining term of
the amended lease which ends December 2004.


6.    PREFERRED UNITS

On September 3, 1999, the OP completed a private sale of $65 million of Series B
Cumulative Redeemable Preferred Units ("Preferred Units") to an institutional
investor. The private placement took the form of 1.3 million Preferred Units at
a stated value of $50 each. The Preferred Units may be called at par on or after
September 3, 2004, have no stated maturity or mandatory redemption and pay a
cumulative quarterly dividend at an annualized rate of 9.0%. The Preferred Units
are exchangeable into Series B Cumulative Redeemable Preferred Stock of the
Company after ten years. The proceeds from the sale were used to paydown
borrowings under the Senior Credit Facility. Activity related to the Preferred
Units is included in Minority Interest.

7.    PREFERRED STOCK

In October 1997, the Company issued 1.0 million shares of 8.375% Series A
Cumulative Redeemable Preferred Stock (the "Preferred Stock"), par value $0.01
per share, having a liquidation preference of $50.00 per share. The Preferred
Stock has no stated maturity and is not convertible into any other securities of
the Company. The Preferred Stock is redeemable on or after October 15, 2027 at
the Company's option. Net proceeds from the offering were used to repay
borrowings under the Company's Credit Facilities.

8.    COMMON DIVIDENDS AND DISTRIBUTIONS

On September 15, 1999, the Board of Directors of the Company declared a $0.72
per share dividend to common shareholders of record on September 30, 1999. The
dividend, totaling $11.4 million, was paid on October 18, 1999. The OP
simultaneously paid a $0.72 per unit cash distribution, totaling $2.4 million,
to its common unitholders.

9.    INCOME TAXES

The Company is taxed as a REIT under Section 856(c) of the Internal Revenue Code
of 1986, as amended, and generally will not be subject to federal income tax to
the extent it distributes at least 95% of its REIT taxable income to its
stockholders and meets certain other requirements. If the Company fails to
qualify as a REIT in any taxable year, the Company will be subject to federal
income tax on its taxable income at regular corporate rates. The Company may
also be subject to certain state and local taxes on its income and property and
federal income and excise taxes on its undistributed taxable income. At
September 30, 1999 and 1998, the Company was in compliance with all REIT
requirements and was not subject to federal income taxes.

10.   NET INCOME PER COMMON SHARE

Basic earnings per common share is computed using the weighted average number of
shares outstanding. Diluted earnings per common share is computed using the
weighted average number of shares outstanding adjusted for the incremental
shares attributed to outstanding options to purchase 0.2 million shares of
common stock for the three and nine months ended September 30, 1999 and 1998.

11.   COMMITMENTS AND CONTINGENCIES

The Company has agreed under a standby facility to provide up to $22 million in
limited debt service guarantees for loans provided to Value Retail PLC, an
affiliate, to construct outlet centers in Europe. The term of the standby
facility is three years and guarantees shall not be outstanding for longer than
five years after project completion. As of September 30, 1999, the Company has
provided guaranties of approximately $14 million for two projects.

In June 1999, the Company signed a definitive agreement with Mitsubishi Estate
Co., Ltd. and Nissho Iwai Corporation to jointly develop, own and operate
premium outlet centers in Japan. The joint venture, known as Chelsea Japan Co.,
Ltd. ("Chelsea Japan") intends to develop its initial project in the city of
Gotemba, approximately 60 miles west of Tokyo. Groundbreaking for the 220,000
square-foot first phase is expected to take place later this year, with opening
scheduled for mid-2000. In conjunction with the agreement, the Company
contributed $1.7 million in equity. In addition, an affiliate of the Company
entered into a 4 billion yen ($40 million US) line of credit guaranteed by the
Company and OP to fund its share of construction costs.

Construction is underway on Orlando Premium Outlets ("OPO"), a 430,000 square
foot 50/50 joint venture project between the Company and Simon. OPO is located
on Interstate 4, midway between Walt Disney World/EPCOT and Sea World in
Orlando, Florida and is scheduled to open mid-2000. In February 1999, the joint
venture entered into a $82.5 million construction loan agreement that is
expected to fund approximately 75% of the costs of the project. The loan is 50%
guaranteed by each the Company and Simon and as of September 30, 1999 had $8.4
million outstanding.

The Company is not presently involved in any material litigation nor, to its
knowledge, is any material litigation threatened against the Company or its
properties, other than routine litigation arising in the ordinary course of
business. Management believes the costs, if any, incurred by the Company related
to this litigation will not materially affect the financial position, operating
results or liquidity of the Company.

12.   RELATED PARTY INFORMATION

During the second quarter of 1999, the Company established a $6 million secured
loan facility for the benefit of certain unitholders. At September 30, 1999
loans made to two unitholders totalled $2.2 million. Each unitholder issued a
note which is secured by OP units, bears interest at a rate of LIBOR plus 200
basis points per annum, payable quarterly, and is due June 2004.

In September 1995, the Company transferred property with a book value of $4.8
million to its former President (a current unitholder) in exchange for a $4.0
million note secured by units in the Operating Partnership (the "Secured Note")
and a $0.8 million unsecured note receivable (the "Unsecured Note"). In January
1999, the Company received $4.5 million as payment in full for the two notes.
The remaining $0.3 million write-off was recognized in December 1998.

<PAGE>


                            CHELSEA GCA REALTY, INC.

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

The following discussion should be read in conjunction with the accompanying
unaudited condensed consolidated financial statements and notes thereto. These
financial statements include all adjustments which, in the opinion of
management, are necessary to reflect a fair statement of results for the interim
periods presented, and all such adjustments are of a normal recurring nature.

GENERAL OVERVIEW

The Company has grown by increasing rent at its existing centers, expanding its
existing centers, developing new centers and acquiring and redeveloping centers.
The Company operated 19 manufacturers' outlet centers at September 30, 1999 and
1998. The Company's operating gross leasable area (GLA) at September 30, 1999
(which excludes a property held for sale), increased 7.8% to 5.1 million square
feet from 4.7 million square feet at September 30, 1998. Net GLA added since
October 1, 1998 is detailed as follows:
<TABLE>
<CAPTION>

                                                     12 MOS ENDED           9 MOS ENDED            3 MOS ENDED
                                                     SEPTEMBER 30,         SEPTEMBER 30,           DECEMBER 31,
                                                         1999                   1999                   1998
                                                     -------------          -------------          -------------
CHANGES IN GLA (SF IN 000'S):
NEW CENTER DEVELOPED:
<S>                                                      <C>                                           <C>
    Leesburg Corner..............................        270                      -                    270
                                                     -------------          -------------          -------------
TOTAL NEW CENTER.................................        270                      -                    270

CENTERS EXPANDED:
    Wrentham Village.............................        119                    119                      -
    North Georgia................................         89                     58                     31
    Columbia Gorge...............................         16                      -                     16
    Other (net)..................................         17                     17                      -
                                                     -------------          -------------          -------------
TOTAL CENTERS EXPANDED...........................        241                    194                     47

CENTER SOLD:
    Lawrence Riverfront..........................       (146)                     -                   (146)
                                                     -------------          -------------          -------------
TOTAL CENTER SOLD................................       (146)                     -                   (146)

NET GLA ADDED DURING THE PERIOD..................        365                    194                    171

GLA AT END OF PERIOD.............................      5,070                  5,070                  4,876

----------------------------------------------------------------------------------------------------------------
</TABLE>

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 1999 TO THE THREE MONTHS
ENDED SEPTEMBER 30, 1998.

Net income before minority interest increased $1.0 million to $11.9 million for
the three months ended September 30, 1999 from $10.9 million for the three
months ended September 30, 1998. Increases in revenues, primarily the result of
expansions and a new center opening, were offset by higher interest expense and
increases in depreciation and amortization.

Base rentals increased $2.1 million, or 9.4%, to $24.7 million for the three
months ended September 30, 1999 from $22.6 million for the three months ended
September 30, 1998 due to expansions, a new center opened, and higher average
rents on new leases and renewals.

Percentage rents increased $0.3 million to $3.7 million for the three months
ended September 30, 1999, from $3.4 million for the three months ended September
30, 1998. The increase was primarily due to the opening of one new center in
1998, expansions, increased tenant sales and a higher number of tenants
contributing percentage rents.

Expense reimbursements, representing contractual recoveries from tenants of
certain common area maintenance, operating, real estate tax, promotional and
management expenses, increased $1.4 million, or 16.5%, to $9.8 million for the
three months ended September 30, 1999 from $8.4 million for the three months
ended September 30, 1998, due to the recovery of operating and maintenance costs
from increased GLA. The average recovery of reimbursable expenses was 91.9% in
the third quarter of 1999, compared to 93.2% in the third quarter of 1998.

Other income increased $1.7 million to $2.2 million for the three months ended
September 30, 1999, from $0.5 million for the three months ended September 30,
1998. The increase is primarily the result of income from the agreement not to
compete with the Mills Corporation in the Houston, Texas area.

Interest in excess of amounts capitalized increased $1.0 million to $6.1 million
for the three months ended September 30, 1999 from $5.1 million for the three
months ended September 30, 1998 primarily due to higher debt balances from
increased GLA in operation.

Operating and maintenance expenses increased $1.6 million, or 18.1%, to $10.7
million for the three months ended September 30, 1999 from $9.0 million for the
three months ended September 30, 1998. The increase was primarily due to costs
related to expansions and a new center opening.

Depreciation and amortization expense increased $1.6 million, or 19.4%, to $10.0
million for the three months ended September 30, 1999 from $8.4 million for the
three months ended September 30, 1998. The increase was due to depreciation of
expansions and a new center opening in 1998.

Other expenses increased $0.4 million to $0.7 million for the three months ended
September 30, 1999 from $0.3 million for the three months ended September 30,
1998. The increase was primarily due to higher bad debts and expenses related to
new business ventures, offset by a decrease in legal expenses.

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1999 TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1998.

Net income before minority interest increased $9.7 million to $32.3 million for
the nine months ended September 30, 1999, from $22.6 million for the nine months
ended September 30, 1998. Increases in revenues, primarily the result of
expansions and a new center opening, were offset by higher interest expense and
increases in depreciation and amortization. In addition, 1998 net income was
adversely affected by the loss on writedown of asset.

Base rentals increased $11.2 million, or 17.8%, to $73.8 million for the nine
months ended September 30, 1999, from $62.6 million for the nine months ended
September 30, 1998, due to expansions, a new center opening and higher average
rents on new leases and renewals.

Percentage rents increased $1.6 million to $8.7 million for the nine months
ended September 30, 1999 from $7.1 million for the nine months ended September
30, 1998. The increase was primarily due to the opening of one new center,
expansions of existing centers and increases in tenants contributing percentage
rents.

Expense reimbursements, representing contractual recoveries from tenants of
certain common area maintenance, operating, real estate tax, promotional and
management expenses, increased $3.6 million, or 15.2%, to $27.3 million for the
nine months ended September 30, 1999 from $23.7 million for the nine months
ended September 30, 1998, due to the recovery of operating and maintenance costs
from increased GLA. The average recovery of reimbursable expenses was 91.1% in
1999 compared to 91.2% in 1998.

Other income increased $4.4 million to $6.4 million for the nine months ended
September 30, 1999 from $2.0 million for the nine months ended September 30,
1998. The increase is primarily the result of income from the agreement not to
compete with the Mills Corporation in the Houston, Texas area.

<PAGE>

Interest in excess of amounts capitalized increased $4.8 million to $18.7
million for the nine months ended September 30, 1999 from $13.9 million for the
nine months ended September 30, 1998 primarily due to higher debt balances from
increased GLA in operation.

Operating and maintenance expenses increased $4.0 million, or 15.3%, to $30.0
million for the nine months ended September 30, 1999 from $26.0 million for the
nine months ended September 30, 1998. The increase was primarily due to costs
related to expansions and a new center opening.

Depreciation and amortization expense increased $6.3 million, or 26.9%, to $29.7
million for the nine months ended September 30, 1999 from $23.4 million for the
nine months ended September 30, 1998. The increase was primarily due to
depreciation of expansions and a new center opening in 1998.

General and administrative expenses increased $0.6 million to $3.7 million for
the nine months ended September 30, 1999 from $3.1 million for the nine months
ended September 30, 1998. The increase was primarily due to increased personnel,
overhead costs and an accrual for deferred compensation.

The loss on writedown of asset of $4.9 million for the nine months ended
September 30, 1998 is from valuing a center held for sale at its estimated fair
value.

Other expenses increased $0.2 million to $1.8 million for the nine months ended
September 30, 1999 from $1.6 million for the nine months ended September 30,
1998. The increase was primarily due to additional bad debts and costs related
to new business ventures, offset by reduced legal fees.

LIQUIDITY AND CAPITAL RESOURCES

The Company believes it has adequate financial resources to fund operating
expenses, distributions, and planned development and construction activities.
Operating cash flow during 1999 is expected to increase with a full year of
operations of the 776,000 square feet of GLA added during 1998, including the
opening of Leesburg Corner Premium Outlets in October 1998 and expansions of
approximately 355,000 square feet in 1999. In addition, at September 30, 1999
the Company and the OP had $116.0 million available under the Senior Credit
Facility, access to the public markets through shelf registrations covering $200
million of equity and $175 million of debt, and cash equivalents of $11.3
million.

Operating cash flow is expected to provide sufficient funds for dividends and
distributions in accordance with REIT federal income tax requirements. In
addition, the Company anticipates retaining sufficient operating cash to fund
re-tenanting and lease renewal tenant improvement costs, as well as capital
expenditures to maintain the quality of its centers.

Common distributions declared and recorded during the nine months ended
September 30, 1999 were $41.3 million, or $2.16 per share or unit. The Company's
dividend payout ratio as a percentage of net income before minority interest,
depreciation and amortization (exclusive of amortization of deferred financing
costs ("FFO") was 72.4% during the nine months ended September 30, 1999. The
Senior Credit Facility limits aggregate dividends and distributions to the
lesser of (i) 90% of FFO on an annual basis or (ii) 100% of FFO for any two
consecutive quarters.

On March 30, 1998, the OP replaced its two unsecured bank revolving lines of
credit, totaling $150 million (the "Credit Facilities"), with a new $160 million
senior unsecured bank line of credit (the "Senior Credit Facility"). The Senior
Credit Facility expires on March 30, 2001 and the OP has an annual right to
request a one-year extension of the Senior Credit Facility which may be granted
at the option of the lenders. Lenders representing 84% of the Senior Credit
Facility have agreed to extend the Facility until March 30, 2002. The Facility
bears interest on the outstanding balance, payable monthly, at a rate equal to
the London Interbank Offered Rate ("LIBOR") plus 1.05% (6.36% at September 30,
1999) or the prime rate, at the OP's option. The LIBOR spread ranges from 0.85%
to 1.25% depending on the Operating Partnership's Senior Debt rating. A fee on
the unused portion of the Senior Credit Facility is payable quarterly at rates
ranging from 0.15% to 0.25% depending on the balance outstanding.

On September 3, 1999, the Company's OP completed a private sale of $65 million
of Series B Cumulative Redeemable Preferred Units ("Preferred Units") to an
institutional investor. The private placement took the form of 1.3 million
Preferred Units at a stated value of $50 each. The Preferred Units may be called
at par on or after September 3, 2004, have no stated maturity or mandatory
redemption and pay a cumulative quarterly dividend at an annualized rate of
9.0%. The Preferred Units are not convertible to any other securities of the OP
or Company. The proceeds from the sale were used to paydown borrowings under the
Senior Credit Facility.

The first 60,000 square feet of the fourth phase of North Georgia Premium
Outlets (Dawsonville, Georgia) opened in September 1999. Other expansions
totaling approximately 230,000 square feet of GLA at four properties are under
construction and scheduled to open in the next nine months.

Construction is also well underway on Orlando Premium Outlets ("OPO"), a 430,000
square-foot upscale outlet center located on Interstate 4 midway between Walt
Disney World/EPCOT and Sea World in Orlando, Florida. OPO is a joint venture
project between the Company and Simon and is scheduled to open as a single phase
in mid-2000. In February 1999, the joint venture entered into a $82.5 million
construction loan agreement that is expected to fund approximately 75% of the
costs of the project. The loan is 50% guaranteed by each of the Company and
Simon and as of September 30, 1999, there was $8.4 million outstanding on the
loan.

Construction is expected to begin in November on Allen Premium Outlets (Allen,
Texas). The new center will be developed in several phases totaling more than
420,000 square feet. The first phase of 230,000 square feet is scheduled to open
in late 2000. The OP expects to fund construction with its Senior Credit
Facility and a secured construction loan facility.

The Company announced in October 1998 that it sold its interest in and
terminated the development of Houston Premium Outlets, a joint venture project
with Simon. Under the terms of the agreement, the Company will receive
non-compete payments totaling $21.4 million from The Mills Corporation; $3.0
million was received at closing, the first of four annual installments of $4.6
million was received in January 1999 and the remaining installments are to be
received on each January 2, through 2002. The Company has also been reimbursed
for its share of land costs, development costs and fees related to the project.

The Company has minority interests ranging from 5% to 15% in several outlet
centers and outlet development projects in Europe. Two outlet centers, Bicester
Village outside of London, England and La Roca Company Stores outside of
Barcelona, Spain, are currently open and operated by Value Retail PLC and its
affiliates. Three new European projects and expansions of the two existing
centers are in various stages of development and are expected to open within the
next two years. The Company's total investment in Europe as of September 30,
1999 was approximately $4.9 million. The Company has also agreed under a standby
facility to provide up to $22 million in limited debt service guarantees for
loans arranged by Value Retail PLC to construct outlet centers in Europe. The
term of the standby facility is three years and guarantees shall not be
outstanding for longer than five years after project completion. As of September
30, 1999, the Company has provided limited debt service guaranties of
approximately $14 million for two projects.

In June 1999, the Company signed a definitive agreement with Mitsubishi Estate
Co., Ltd. and Nissho Iwai Corporation, to jointly develop, own and operate
premium outlet centers in Japan. The joint venture, known as Chelsea Japan Co.,
Ltd. (Chelsea Japan) intends to develop its initial project in the city of
Gotemba, approximately 60 miles west of Tokyo. Groundbreaking for the 220,000
square-foot first phase is expected to take place later this year, with opening
scheduled for mid-2000. In conjunction with the agreement, the Company
contributed $1.7 million in equity. In addition, an affiliate of the Company
entered into a 4 billion yen ($40 million US) line of credit guaranteed by the
Company and OP to fund its share of construction costs.

To achieve planned growth and favorable returns in both the short and long term,
the Company's financing strategy is to maintain a strong, flexible financial
position by: (i) maintaining a conservative level of leverage; (ii) extending
and sequencing debt maturity dates; (iii) managing exposure to floating interest
rates; and (iv) maintaining liquidity. Management believes these strategies will
enable the Company to access a broad array of capital sources, including bank or
institutional borrowings and secured and unsecured debt and equity offerings,
subject to market conditions.

Net cash provided by operating activities increased $7.8 million for the nine
months ended September 30, 1999 compared to the corresponding 1998 period,
primarily due to the growth of the Company's GLA to 5.1 million square feet in
1999 from 4.7 million square feet in 1998 and receipt of payment on a
non-compete receivable. Net cash used in investing activities decreased $44.0
million for the nine months ended September 30, 1999 compared to the
corresponding 1998 period, as a result of decreased construction activity,
proceeds from sale of a center and receipt of payment on a note receivable. At
September 30, 1999, net cash used in financing activities increased by $47.9
million primarily due to higher borrowings for construction during 1998 offset
by the sale of preferred units in September 1999. Proceeds from the sale were
used to repay borrowings under the Company's Senior Credit Facility.

YEAR 2000 COMPLIANCE

The year 2000 ("Y2K") issue refers generally to computer applications using only
the last two digits to refer to a year rather than all four digits. As a result,
these applications could fail or create erroneous results if they recognize "00"
as the year 1900 rather than the year 2000. The Company has taken Y2K
initiatives in three general areas which represent the areas that could have an
impact on the Company: information technology systems, non-information
technology systems and third-party issues. The following is a summary of these
initiatives:

INFORMATION TECHNOLOGY: The Company has focused its efforts on the high-risk
areas of the corporate office computer hardware, operating systems and software
applications. The Company's assessment and testing of existing equipment
revealed that its hardware, network operating systems and most of the software
applications are Y2K compliant. The exceptions were the DOS-based accounting
systems which were upgraded and replaced at the beginning of 1999 to make them
compatible with Windows applications primarily used by the Company.

NON-INFORMATION TECHNOLOGY: Non-information technology consists mainly of
facilities management systems such as telephone, utility and security systems
for the corporate office and the outlet centers. The Company has reviewed the
corporate facility management systems and made inquiry of the building
owner/manager and concluded that the corporate office building systems including
telephone, utilities, fire and security systems are Y2K compliant. The Company
has identified date-sensitive systems and equipment including HVAC units,
telephones, security systems and alarms, fire and flood warning systems and
general office systems at its outlet centers. Assessment and testing of critical
systems has been substantially completed and deemed Y2K compliant. Virtually all
of the non-critical systems have been assessed and tested and are either Y2K
compliant or have manual control features that the Company can manipulate so
that the systems' dates are reflected accurately. Any non-critical systems that
may be identified as non-compliant will be replaced if necessary. Based on the
Company's assessment to date, no systems have been identified which would
require replacement. Therefore, the cost of replacement is not expected to be
significant.

THIRD PARTIES: The Company has third-party relationships with approximately 400
tenants and 4,000 suppliers and contractors. Many of these third parties are
publicly-traded corporations and subject to disclosure requirements. The Company
has substantially completed assessment of major third parties' Y2K readiness
including tenants, key suppliers of outsourced services including stock
transfer, debt servicing, banking collection and disbursement, payroll and
benefits, while simultaneously responding to their inquiries regarding the
Company's readiness. The majority of the Company's vendors are small suppliers
that the Company believes can manually execute their business and are readily
replaceable. Management also believes there is no material risk of being unable
to procure necessary supplies and services. Third-party assessment has been
substantially completed. The Company continues to monitor Y2K disclosures in SEC
filings of publicly-owned third parties.

COSTS: The accounting software upgrade and conversion were executed under
maintenance and support agreements with software vendors. The total cost of the
accounting conversion which the Company had previously commenced during the 1998
third quarter has been approximately $200,000 including the Y2K portion of the
conversion that cannot be readily identified and is not material to the
operating results or financial position of the Company.

The identification and remediation of systems at the outlet centers is being
accomplished by in-house business systems personnel and outlet center general
managers whose costs are recorded as normal operating expense. The assessment of
third-party readiness is also being conducted by in-house personnel whose costs
are recorded as normal operating expenses. The Company is not yet in a position
to estimate the cost of third-party compliance issues, but has no reason to
believe, based upon its evaluations to date, that such costs will exceed
$100,000.

RISKS: The principal risks to the Company relating to information technology is
failure to correctly bill tenants by December 31, 1999 and to pay invoices when
due. Management believes it has adequate resources, or could obtain the needed
resources, to manually bill tenants and pay bills if necessary until the systems
became operational.

The principal risks to the Company relating to non-information technology at the
outlet centers are failure to identify time-sensitive systems and inability to
find a suitable replacement system. The Company's assessment of critical systems
has revealed Y2K compliance. The Company believes that adequate replacement
components or new systems are available, if necessary, at reasonable prices and
are in good supply.

The principal risks to the Company in its relationships with third parties are
the failure of third-party systems used to conduct business such as tenants
being unable to stock stores with merchandise, use cash registers and pay
invoices; banks being unable to process receipts and disbursements; vendors
being unable to supply needed materials and services to the centers; and
processing of outsourced employee payroll. Based on Y2K compliance work done to
date, the Company has no reason to believe that key tenants, banks and suppliers
will not be Y2K compliant in all material respects or can not be replaced within
an acceptable timeframe. The Company will continue to obtain compliance
certification from suppliers of key services as these certifications are
available.

CONTINGENCY PLANS: The Company has a Y2K contingency plan to further mitigate
Y2K risks.

The Company's description of its Y2K compliance issue is based upon information
obtained by management through evaluations of internal business systems and from
tenant and vendor compliance efforts. No assurance can be given that the Company
will be able to address the Y2K issues for all its systems in a timely manner or
that it will not encounter unexpected difficulties or significant expenses
relating to adequately addressing the Y2K issue. If the Company or the major
tenants or vendors with whom the Company does business fail to address their
major Y2K issues, the Company's operating results or financial position could be
materially adversely affected.

FUNDS FROM OPERATIONS

Management believes that funds from operations ("FFO") should be considered in
conjunction with net income, as presented in the statements of income included
elsewhere herein, to facilitate a clearer understanding of the operating results
of the Company. Management considers FFO an appropriate measure of performance
for an equity real estate investment trust. FFO, as defined by the National
Association of Real Estate Investment Trusts ("NAREIT"), is net income
applicable to common shareholders before minority interest, loss on writedown of
asset and depreciation and amortization, reduced by amortization of deferred
financing costs, depreciation of non-real estate assets, and preferred
dividends. FFO does not represent net income or cash flow from operations as
defined by generally accepted accounting principles and should not be considered
an alternative to net income as an indicator of operating performance or to cash
from operations, and is not necessarily indicative of cash flow available to
fund cash needs.
<TABLE>
<CAPTION>

                                                              THREE MONTHS ENDED              NINE MONTHS ENDED
                                                                SEPTEMBER 30,                   SEPTEMBER 30,
                                                              1999           1998            1999            1998
                                                          ----------     -----------     -----------     -----------

<S>                                                         <C>            <C>            <C>             <C>
Net income to common shareholders .......................   $8,540         $8,104         $23,591         $15,898
Add back:
  Depreciation and amortization..........................    9,975          8,351          29,680          23,384
  Amortization of deferred financing costs and
    depreciation of non-rental real estate assets........     (465)          (347)         (1,376)         (1,078)
  Loss on writedown of asset.............................        -              -               -           4,894
  Minority interest to common unitholders................    1,819          1,798           5,105           3,538
                                                          ==========     ===========     ===========     ===========
FFO......................................................  $19,869        $17,906         $57,000         $46,636
                                                          ==========     ===========     ===========     ===========
Average diluted shares/units outstanding.................   19,338         19,118          19,277          19,092
Dividends declared per share.............................    $0.72          $0.69           $2.16           $2.07
</TABLE>


ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to changes in interest rates primarily from its floating
rate debt arrangements. The Company currently does not use interest rate
derivative instruments to manage exposure to interest rate changes. A
hypothetical 100-basis point adverse move (increase) in interest rates along the
entire rate curve would adversely affect the Company's annual interest cost by
approximately $1.2 million annually.

<PAGE>

                            CHELSEA GCA REALTY, INC.

PART II.   OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

The Company did not file any reports on Form 8-K during the three months ended
September 30, 1999.


<PAGE>

                            CHELSEA GCA REALTY, INC.



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.



                                             CHELSEA GCA REALTY, INC.



                                             By: /S/ MICHAEL J. CLARKE
                                                -----------------------------
                                                 Michael J. Clarke
                                                 Chief Financial Officer

Date:  November 11, 1999