<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q/A


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

                For the quarterly period ended September 30, 1996

                                       OR

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

                         COMMISSION FILE NUMBER: 1-14162


                      GLENBOROUGH REALTY TRUST INCORPORATED
             (Exact name of registrant as specified in its charter)

                 Maryland                                 94-3211970
       (State or other jurisdiction                    (I.R.S. Employer
     of incorporation or organization)                Identification No.)

         400 South El Camino Real,
     Suite 1100 San Mateo, California
              (415) 343-9300                               94402-1708
  (Address of principal executive offices                 (Zip Code)
           and telephone number)

             Securities registered under Section 12(b) of the Act:

                                                 Name of Exchange
       Title of each class:                      on which registered:
   Common Stock, $.001 par value                New York Stock Exchange

        Securities registered pursuant to Section 12(g) of the Act: None


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  X  No
                                       ---    ---
As of November 8, 1996, 9,636,709 shares of Common Stock ($.001 par value) were
outstanding.


                             
<PAGE>   2
                                EXPLANATORY NOTE

     All items of the Registrant's Quarterly Report on Form 10-Q for the period
ended September 30, 1996 are included herein; however, only the items set forth
below are hereby amended, to the extent set forth herein, by this Form 10-Q/A:

        PART I
        ------

        Item 1
        Item 2



                                      INDEX
                      GLENBOROUGH REALTY TRUST INCORPORATED

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

Item 1.       Consolidated Financial Statements of Glenborough Realty Trust
              Incorporated and Combined Financial Statements of GRTI
              Predecessor Entities (Unaudited except for the Consolidated Balance
              Sheet at December 31, 1995):

                   Consolidated Balance Sheets at September 30, 1996 and
                   December 31, 1995                                                                          4

                   Consolidated and Combined Statements of Operations for
                   the nine months ended September 30, 1996 and 1995                                          5

                   Consolidated and Combined Statements of Operations for the
                   three months ended September 30, 1996 and 1995                                             6

                   Consolidated and Combined Statements of Stockholders'
                   Equity for the nine months ended September 30, 1996 and
                   1995                                                                                       7

                   Consolidated and Combined Statements of Cash Flows for
                   the nine months ended September 30, 1996 and 1995                                        8-9

                   Notes to Consolidated Financial Statements                                             10-15

              Consolidated Financial Statements of Glenborough Hotel Group
              (Unaudited):

                   Consolidated Balance Sheet at September 30, 1996                                          16

                   Consolidated Statements of Income for the three and nine
                   months ended September 30, 1996                                                           17

                   Consolidated Statement of Stockholders' Equity for the nine
                   months ended September 30, 1996                                                           18

                   Consolidated Statement of Cash Flows for the nine months
                   ended September 30, 1996                                                                  19

                   Notes to Consolidated Financial Statements                                             20-23
</TABLE>



                                
<PAGE>   3
                                      INDEX
                      GLENBOROUGH REALTY TRUST INCORPORATED

<TABLE>
<CAPTION>
                                                                                         PAGE NO.
<S>                                                                                       <C>
ITEM 2.           Management's Discussion and Analysis of Financial Condition and
                  Results of Operations:

                       Glenborough Realty Trust Incorporated                              24-31

                       Glenborough Hotel Group                                            32-33


PART II           OTHER INFORMATION

ITEM 1.           Legal Proceedings                                                       34-35

ITEM 6.           Exhibits and Reports on Form 8-K                                           36


SIGNATURES                                                                                   37

EXHIBIT INDEX                                                                                38
</TABLE>


                                 
<PAGE>   4
PART I.      FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS

                      GLENBOROUGH REALTY TRUST INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                      (in thousands, except share amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                    September 30,      December 31,
                                                                        1996               1995
                                                                   --------------      ------------
<S>                                                                  <C>                <C>
ASSETS
     Rental property, net of accumulated depreciation of
       $26,959 and $24,877 in 1996 and 1995, respectively            $  99,165          $ 77,574
     Investments in Associated Companies and Glenborough
       Partners                                                          6,189             5,763
     Investments in management contracts and other, net                    355               484
     Mortgage loans receivable, net of provision for loss of
       $863 in 1996 and 1995                                             7,213             7,465
     Cash and cash equivalents                                             610             4,587
     Prepaid consolidation costs                                          --               6,082
     Prepaid litigation costs                                             --               1,155
     Other assets                                                        5,673             2,630
                                                                     ---------          --------

         TOTAL ASSETS                                                $ 119,205          $105,740
                                                                     =========          ========

     LIABILITIES AND STOCKHOLDERS' EQUITY
     Liabilities:
       Mortgage loans                                                $  29,542          $ 23,685
       Secured bank line                                                29,002            10,000
       Investor notes payable                                             --               2,483
       Other liabilities                                                 3,541             5,982
                                                                     ---------          --------
         Total liabilities                                              62,085            42,150
                                                                     ---------          --------

     Minority interest                                                   8,285             7,962

     Stockholders' Equity:
       Common stock, 5,788,709 and 5,753,709 shares issued
       and outstanding at September 30, 1996, and
       December 31, 1995, respectively                                       6                 6
     Additional paid-in capital                                         56,147            55,622
     Deferred compensation                                                (446)             --
     Retained earnings (deficit)                                        (6,872)             --
                                                                     ---------          --------
       Total stockholders' equity                                       48,835            55,628
                                                                     ---------          --------

           TOTAL LIABILITIES AND STOCKHOLDERS'
              EQUITY                                                 $ 119,205          $105,740
                                                                     =========          ========
</TABLE>


           See accompanying notes to consolidated financial statements


                                 
<PAGE>   5
                      GLENBOROUGH REALTY TRUST INCORPORATED
                          AND GRTI PREDECESSOR ENTITIES
                CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS 
              For the nine months ended September 30, 1996 and 1995
                    (in thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           Glenborough             GRTI
                                                           Realty Trust        Predecessor
                                                           Incorporated          Entities
                                                           Consolidated          Combined
                                                        September 30, 1996  September 30, 1995
                                                        ------------------  ------------------
<S>                                                        <C>                  <C>
REVENUE
     Rental revenue                                        $    11,281          $ 11,712
     Fees and reimbursements, including $199
       and $2,909 from affiliates in 1996 and 1995                 199            10,838
     Interest and other income                                     623             2,228
     Equity in earnings of Associated Companies                  1,363              --
     Gain on sale of rental property                               321              --
                                                           -----------          --------
       Total revenue                                            13,787            24,778
                                                           -----------          --------


EXPENSES
     Property operating expenses                                 3,244             4,556
     General and administrative                                    977            10,899
     Depreciation and amortization                               2,694             3,562
     Interest expense                                            2,546             1,466
     Consolidation costs                                         6,082              --
     Litigation costs                                            1,155              --
                                                           -----------          --------
       Total expenses                                           16,698            20,483
                                                           -----------          --------


Income (loss) from operations before provision for
     income taxes, minority interest and
     extraordinary item                                         (2,911)            4,295



Provision for income taxes                                        --                (300)
Minority interest                                                 (312)             --
                                                           -----------          --------
Net income (loss) before extraordinary item                     (3,223)            3,995



Loss on debt refinancing                                          (186)             --
                                                           -----------          --------
Net income (loss)                                          $    (3,409)         $  3,995
                                                           ===========          ========


Net loss per share before extraordinary item               $     (0.56)
                                                           ===========


Net loss per share                                         $     (0.60)
                                                           ===========


Weighted average shares outstanding                          5,763,742
                                                           ===========
</TABLE>


           See accompanying notes to consolidated financial statements


                                
<PAGE>   6
                      GLENBOROUGH REALTY TRUST INCORPORATED
                          AND GRTI PREDECESSOR ENTITIES
                CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
              For the three months ended September 30, 1996 and 1995
                    (in thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              Glenborough                     GRTI
                                                              Realty Trust                 Predecessor
                                                              Incorporated                  Entities
                                                              Consolidated                  Combined
                                                           September 30, 1996          September 30, 1995
                                                           ------------------          ------------------
<S>                                                            <C>                            <C>
REVENUE

     Rental revenue                                            $     4,242                    $ 3,748
     Fees and reimbursements, including $66
       and $642 from affiliates in 1996 and 1995                        66                      3,665
     Interest and other income                                         253                        416
     Equity in earnings of Associated Companies                        394                       --
     Gain on sale of rental property                                  --                         --
                                                               -----------                    -------
       Total revenue                                                 4,955                      7,829
                                                               -----------                    -------

EXPENSES
     Property operating expenses                                     1,335                      1,516
     General and administrative                                        302                      3,669
     Depreciation and amortization                                     935                      1,203
     Interest expense                                                1,125                        383
                                                               -----------                    -------
       Total expenses                                                3,697                      6,771
                                                               -----------                    -------

Income from operations before provision for
     income taxes, minority interest and extraordinary
     items                                                           1,258                      1,058

Provision for income taxes                                            --                          (13)
Minority interest                                                      (69)                      --
                                                               -----------                    -------
Net income before extraordinary item                                 1,189                      1,045

Loss on debt refinancing                                              (186)                      --
                                                               -----------                    -------

Net income                                                     $     1,003                    $ 1,045
                                                               ===========                    =======

Net income per share                                           $      0.17 
                                                               =========== 

Weighted average shares outstanding                              5,778,545 
                                                               =========== 
</TABLE>



           See accompanying notes to consolidated financial statements


<PAGE>   7
                      GLENBOROUGH REALTY TRUST INCORPORATED
                          AND GRTI PREDECESSOR ENTITIES
          CONSOLIDATED AND COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY
              For the nine months ended September 30, 1996 and 1995
                                 (in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                   GRTI Predecessor Entities Combined
                                                   ----------------------------------
                                                                                         
                                                                         Additional      Receivable        Retained
                                 General       Limited       Common       Paid-in           from           Earnings
                                 Partner       Partners       Stock       Capital        Stockholder      (Deficit)        Total
                               ------------ ------------- ------------ --------------  ---------------  ------------   ------------
<S>                               <C>            <C>             <C>        <C>            <C>            <C>            <C>     
Balance, December 31, 1994        $(1,730)       $ 85,337        $ 5        $ 6,613        $(8,763)       $  (904)       $ 80,558

Distributions                         (93)         (9,375)        --           --             --             --            (9,468)

Redemption of shares                 --              --           (2)        (6,613)          --           (4,002)        (10,617)

Repayment of Stockholder
     advances, net                   --              --           --           --            8,763           --             8,763

Net income                             25           2,362         --           --             --            1,608           3,995
                                  -------        --------        ---        -------        -------        -------        --------

Balance, September 30, 1995       $(1,798)       $ 78,324        $ 3           $---           $---        $(3,298)       $ 73,231
                                  =======        ========        ===        =======        =======        =======        ========
</TABLE>
<TABLE>
<CAPTION>
                                                         Glenborough Realty Trust Incorporated
                                                         -------------------------------------
                                       Common Stock          Additional      Deferred       Retained
                                                    Par       Paid-in        Compen-        Earnings
                                   Shares          Value      Capital        sation         (Deficit)          Total
                               ------------  -----------------------------------------------------------------------------
<S>                                 <C>           <C>        <C>              <C>              <C>           <C>
Balance, December 31, 1995          5,754         $6         $55,622          $ --             $ --          $ 55,628


Issuance of stock to
     directors and officers            35          -             525          (446)            --                  79


Dividends                            --            -            --            --             (3,463)           (3,463)

Net loss                             --            -            --            --             (3,409)           (3,409)
                                    -----         --         -------         -----          -------          --------

Balance, September 30, 1996         5,789         $6         $56,147         $(446)         $(6,872)         $ 48,835
                                    =====         ==         =======         =====          =======          ========
</TABLE>




           See accompanying notes to consolidated financial statements


                                
<PAGE>   8
                      GLENBOROUGH REALTY TRUST INCORPORATED
                          AND GRTI PREDECESSOR ENTITIES
                 CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
               For the nine months ended September 30, 1996 and 1995
                    (in thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           Glenborough               GRTI
                                                           Realty Trust           Predecessor
                                                           Incorporated             Entities
                                                           Consolidated             Combined
                                                        September 30, 1996     September 30, 1995
                                                        ------------------     ------------------
<S>                                                         <C>                     <C>
Cash flows from operating activities:
     Net income (loss)                                      $ (3,409)               $  3,995
     Adjustments to reconcile net income (loss)
       to net cash provided by (used for) operating
       activities:
         Depreciation and amortization                         2,694                   3,562
         Amortization of loan fees, included in
           interest expense                                      141                      69
         Gain on sale of rental property                        (321)                   --
         Minority interest in income from operations             312                    --
         Equity in earnings of Associated
           Companies                                          (1,363)                   --
         Loss on debt refinancing                                186                    --
         Consolidation costs                                   6,082                    --
         Litigation costs                                      1,155                    --
         Changes in certain assets and liabilities, net       (5,475)                (17,064)
                                                            --------                --------

         Net cash provided by (used for) operating
           activities                                              2                  (9,438)
                                                            --------                --------

Cash flows from investing activities:
     Proceeds from sale of rental property                     2,882                    --
     Additions to rental property                            (26,631)                 (3,189)
     Principal receipts on mortgage loans receivable             252                  12,184
     Investments in Associated Companies                        (389)                   --
     Dividends from Associated Companies                       1,326                    --
                                                            --------                --------

         Net cash provided by (used for) investing
           activities                                        (22,560)                  8,995
                                                            --------                --------
</TABLE>



                                    continued

           See accompanying notes to consolidated financial statements


<PAGE>   9
                      GLENBOROUGH REALTY TRUST INCORPORATED
                          AND GRTI PREDECESSOR ENTITIES
          CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS-continued
             For the nine months ended September 30, 1996 and 1995
                    (in thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      Glenborough                     GRTI
                                                      Realty Trust                Predecessor
                                                      Incorporated                  Entities
                                                      Consolidated                  Combined
                                                   September 30, 1996          September 30, 1995
                                                   ------------------          ------------------
<S>                                                      <C>                        <C>
Cash flows from financing activities:
       Proceeds from borrowings                          $ 35,122                   $   --
       Repayment of borrowings                            (10,263)                    (5,981)
       Payment of investor notes                           (2,483)                      --
       Distributions to minority partners                    (332)                      --
       Repayments from Stockholder, net                      --                        8,763
       Dividends and distributions                         (3,463)                    (9,468)
       Redemption of shares                                  --                      (10,617)
                                                         --------                   --------

           Net cash provided by (used for) financing
           activities                                      18,581                    (17,303)
                                                         --------                   --------

Net decrease in cash and cash equivalents                  (3,977)                   (17,746)

Cash and cash equivalents at beginning of period            4,587                     23,929
                                                         --------                   --------

Cash and cash equivalents at end of period               $    610                   $  6,183
                                                         ========                   ========

Supplemental disclosure of cash flow information:

     Cash paid for interest                              $  2,070                   $  1,397
                                                         ========                   ========
</TABLE>


           See accompanying notes to consolidated financial statements


                                
<PAGE>   10
                      GLENBOROUGH REALTY TRUST INCORPORATED
                          AND GRTI PREDECESSOR ENTITIES

                   Notes to Consolidated Financial Statements

                               September 30, 1996
                                   (Unaudited)



NOTE 1.           ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Glenborough Realty Trust Incorporated (the "Company" and/or "GLB") was organized
in the State of Maryland on August 26, 1994. It is the intent of the Company to
qualify as a real estate investment trust ("REIT") under the Internal Revenue
Code of 1986, as amended (the "Code"). The Company completed a consolidation
with certain public California limited partnerships and other entities (the
"Consolidation") engaged in real estate activities (the "GRTI Predecessor
Entities") through an exchange of assets of the GRTI Predecessor Entities for
5,753,709 shares of Common Stock of the Company. The Consolidation occurred on
December 31, 1995, and the Company commenced operations on January 1, 1996.

To maintain the Company's qualification as a REIT, no more than 50% in value of
the outstanding shares of the Company may be owned, directly or indirectly, by
five or fewer individuals (defined to include certain entities), applying
certain constructive ownership rules. To help ensure that the Company will not
fail this test, the Company's Charter provides for certain restrictions on the
transfer of the Common Stock to prevent further concentration of stock
ownership.

The Company, through several subsidiaries, is engaged primarily in the
ownership, operation, management, leasing, acquisition, expansion and
development of various income-producing properties. The Company's major
consolidated subsidiary, in which it holds a 1% general partner interest and an
84.31% limited partner interest, is Glenborough Properties, L.P. (the "Operating
Partnership"). As of September 30, 1996, the Operating Partnership, directly and
indirectly through various subsidiaries in which it and the Company own 100% of
the ownership interests, controls a total of 37 real estate projects and two
notes receivable. The remaining limited partnership interests in the Operating
Partnership are owned 14.37% by GPA, Ltd., an affiliated partnership ("GPA")
which exchanged certain of its assets for an interest in the Operating
Partnership, and 0.32% by Robert Batinovich (Chairman, President and Chief
Executive Officer of the Company).

The Company also holds 100% of the non-voting preferred stock of three
associated companies (the "Associated Companies"):

Glenborough Corporation (formerly known as Glenborough Realty Corporation)
("GC") is the general partner of six partnerships and provides asset and
property management services for these six partnerships and one partnership for
which an affiliate serves as general partner (the "Controlled Partnerships"). It
also provides property management services for a limited portfolio of property
owned by unaffiliated third parties.



                                 
<PAGE>   11
                      GLENBOROUGH REALTY TRUST INCORPORATED
                          AND GRTI PREDECESSOR ENTITIES

                   Notes to Consolidated Financial Statements

                               September 30, 1996
                                   (Unaudited)



Glenborough Inland Realty Corporation ("GIRC") provides partnership
administration, asset management, property management and development services
under a long term contract to an additional group of unaffiliated partnerships
which include seven public partnerships.

Glenborough Hotel Group ("GHG") leases the four Country Suites By Carlson hotels
owned by the Company and operates them for its own account. It also operates
three Country Suites By Carlson hotels, owned by the Controlled Partnerships,
and two resort condominium hotels.

The Company's investments in the Associated Companies are accounted for using
the equity method.

Basis of Presentation - The accompanying financial statements present the
consolidated financial position of the Company as of September 30, 1996 and
December 31, 1995, the consolidated statements of operations and cash flows of
the Company for the nine months ended September 30, 1996 and the combined
statements of operations and cash flows of the GRTI Predecessor Entities for the
nine months ended September 30, 1995, as the Consolidation was not effective
until December 31, 1995. All intercompany transactions, receivables and payables
have been eliminated in consolidation and combination.

In the opinion of management, the accompanying unaudited financial statements
contain all adjustments (consisting of only normal accruals) necessary to
present fairly the financial position and results of operations of the Company
as of September 30, 1996 and for the period then ended.

Reclassification - Certain 1995 balances have been reclassified to conform with
the current year presentation.

NOTE 2.           REFERENCE TO 1995 AUDITED FINANCIAL STATEMENTS

These unaudited financial statements should be read in conjunction with the
Notes to Financial Statements included in the 1995 audited financial statements.

NOTE 3.           INVESTMENTS IN ASSOCIATED COMPANIES AND GLENBOROUGH
                  PARTNERS

The Company's investments in the Associated Companies are accounted for on the
equity method as the Company has significant ownership interests through its
100% preferred stock ownership but does not own any voting interests. The
Company records earnings on its investments in the Associated Companies equal to
its cash flow preference, to the extent of earnings, plus its pro rata share of
remaining earnings, based on cash flow allocation percentages. Dividends
received from the Associated Companies are recorded as a reduction of the
Company's investments. The Company's investment in Glenborough Partners ("GP")
is accounted for on the cost method as the Company holds only a 3.9% limited
partnership interest.



                                 
<PAGE>   12
                      GLENBOROUGH REALTY TRUST INCORPORATED
                          AND GRTI PREDECESSOR ENTITIES

                   Notes to Consolidated Financial Statements

                               September 30, 1996
                                   (Unaudited)



As of September 30, 1996 and December 31, 1995 the Company had the following
investments in the Associated Companies and GP (in thousands):
<TABLE>
<CAPTION>
                                       GC        GIRC          GHG         GP       Total
                                     -----      -------      -------      ----     -------
<S>                                  <C>        <C>          <C>          <C>      <C>    
Investment at December 31, 1995      $(109)     $ 3,919      $ 1,368      $585     $ 5,763

Cash contributions                      94           95          200       --          389

Dividends                             (454)        (806)         (66)      --       (1,326)

Equity in earnings                     391          870          102       --        1,363
                                     -----      -------      -------      ----     -------

Investment at September 30, 1996     $ (78)     $ 4,078      $ 1,604      $585     $ 6,189
                                     =====      =======      =======      ====     =======
</TABLE>

On October 22, 1996 and November 7, 1996, the boards of directors of the
Associated Companies declared the following respective dividends to be paid in
the fourth quarter (in thousands):
<TABLE>
<CAPTION>
                                           GC        GIRC       GHG       Total
                                          ----       ----       ---       -----
<S>                                       <C>        <C>        <C>       <C> 
Preferred dividends to the Company        $  4       $  4       $ 7       $ 15

Additional dividends to the Company        143        399        17        559
                                          ----       ----       ---       ----

Total dividends to the Company             147        403        24        574

Dividends to others                          8         21         6         35
                                          ----       ----       ---       ----

Total dividends                           $155       $424       $30       $609
                                          ====       ====       ===       ====
</TABLE>

Financial statements and notes thereto of Glenborough Hotel Group follow Note 8
of the Company's Notes to Consolidated Financial Statements.


                                 
<PAGE>   13
                      GLENBOROUGH REALTY TRUST INCORPORATED
                          AND GRTI PREDECESSOR ENTITIES

                   Notes to Consolidated Financial Statements

                               September 30, 1996
                                   (Unaudited)



NOTE 4.           STOCK COMPENSATION PLAN

In May 1996, the Company adopted an employee stock incentive plan (the "Plan")
to provide incentives to attract and retain high quality executive officers and
key employees. The number of shares of Common Stock reserved for issuance under
the Plan is 680,000. As of September 30, 1996, options to purchase approximately
35,000 shares of Common Stock at an average exercise price of $15.00 per share
have been granted under the Plan. The market value of the shares subject to
options on the date of grant have been recorded as deferred compensation in the
accompanying financial statements and will be charged to earnings ratably over
the vesting periods. To date, no options have been exercised.

NOTE 5.           LITIGATION SETTLEMENT

Prior to the completion of the Consolidation, two lawsuits were filed in 1995
contesting the fairness of the Consolidation, one in California State court and
one in federal court. The complaints in both actions alleged, among other
things, breaches by the defendants of fiduciary duties and inadequate
disclosures. The State court action was settled, and the settlement was approved
by the State court despite objections by certain members of the class, who
subsequently filed an appeal. Pursuant to the terms of the settlement in the
State court action, pending the appeal the Company has paid one-third of the
$855,000 settlement amount and the remaining two-thirds is being held in escrow.
In the federal action, the court in December of 1995 deferred all further
proceedings pending a ruling in the State court action. Following the State
court decision approving the settlement, the defendants filed a motion to
dismiss the federal court action. Given the inherent uncertainties of
litigation, there can be no assurance that the ultimate outcomes of these
actions will be favorable to the Company.

NOTE 6.           WELLS FARGO SECURED DEBT

On July 15, 1996, the Company entered into two new financing agreements with
Wells Fargo Bank, N.A. ("Wells Fargo"). The first financing agreement (the
"Facility") is a $50,000,000 secured revolving line of credit. The Facility is
secured by first mortgages on selected Company properties with full recourse to
the Company and availability is limited to the borrowing base provided by these
properties. The Facility has a term of two years, subject to annual extensions.
At the Company's option, the Facility will bear interest at LIBOR plus 2.375% or
at a base rate. The base rate is based on the higher of Wells Fargo's prime rate
plus 0.5% or the Federal Funds Rate plus 1.0%. The second financing arrangement
(the "Term Loan") is a two-year term loan in the amount of $6,100,000 that bears
interest at the same rate as the Facility and is secured by first mortgage liens
on 10 "QuikTrip" facilities owned by the Company. The initial fundings under the
Facility and the Term Loan totaled $28,400,000, of which the Company applied
$18,300,000 towards the acquisition of the UCT Property, $9,200,000 for the
repayment of the outstanding amount under the then existing line-of-credit with
Imperial Bank, and the balance to loan fees and closing costs. Initial funding
under the Facility and full disbursement of the Term Loan occurred on July 15,
1996. Through September 30, 1996, the Company drew an additional $6,700,000
under the Facility to finance the acquisitions of the 



                                
<PAGE>   14
                      GLENBOROUGH REALTY TRUST INCORPORATED
                          AND GRTI PREDECESSOR ENTITIES

                   Notes to Consolidated Financial Statements

                               September 30, 1996
                                   (Unaudited)

San Antonio Hotel, the shopping center expansion and the Bond Street Property.
In October 1996, stock offering proceeds (see Note 9 for further discussion)
were used to paydown $24,000,000 of the Facility, leaving an outstanding balance
of $4,600,000.

NOTE 7.           DECLARATION OF DIVIDENDS

On April 24, 1996, the Company's Board of Directors declared a dividend for the
first quarter of $0.30 per share or $1,726,000 which was paid on May 13, 1996 to
Stockholders of record at the close of business on May 6, 1996. Such dividend
was made from the Company's cash reserves at March 31, 1996 combined with the
first quarter dividends received from the Associated Companies.

On July 24, 1996, the Company's Board of Directors declared a dividend for the
second quarter of $0.30 per share or $1,731,000 payable on August 14, 1996 to
Stockholders of record at the close of business on August 5, 1996. Such dividend
was made from the Company's cash reserves at September 30, 1996 combined with
the second quarter dividends received from the Associated Companies.

On October 23, 1996, the Company's Board of Directors declared a dividend for
the third quarter of $0.30 per share or $3,084,000 payable on November 13, 1996
to Stockholders of record at the close of business on November 4, 1996. Such
dividend will be made from the Company's cash reserves at September 30, 1996
combined with the third quarter dividends received from the Associated Companies
and funding under the Wells Fargo Facility.

NOTE 8.           SUBSEQUENT EVENTS

In October 1996, the Company completed an offering of 3,666,000 shares of common
stock (the "October 1996 Offering"). The 3,666,000 shares were sold at a per
share price of $13.875 for total proceeds of $47,814,000 (net of 6% underwriting
fee of $3,052,000). This additional capital was used to acquire the TRP
Properties, and to repay most of the outstanding balance under the Company's
Facility with Wells Fargo which is now available to fund future acquisitions. In
addition, approximately $1,100,000 in other costs were incurred in connection
with the offering.

On October 17, 1996, the Company's Operating Partnership acquired a portfolio of
twelve properties (the "TRP Properties") located in six states. Included are six
industrial, three office, one retail and two multifamily properties comprising
1,250,000 square feet. The total purchase price was $43,200,000, which comprised
the cash payoff of $23,001,000 of mortgage debt, the assumption of $16,300,000
of mortgage debt, issuance of 52,386 Operating Partnership Units which are
redeemable for, at the Company's option, cash or stock based on a per Unit value
equal to the market value of the Company's common stock, and issuance of 85,448
shares of the Company's common stock. The acquisition was financed in part with
proceeds from the October 1996 Offering. This transaction was structured as a
contribution of the twelve properties and the mortgage debt on such properties
by Trust Realty Partners 



                                 
<PAGE>   15
                      GLENBOROUGH REALTY TRUST INCORPORATED
                          AND GRTI PREDECESSOR ENTITIES

                   Notes to Consolidated Financial Statements

                               September 30, 1996
                                   (Unaudited)


("TRP") to the Operating Partnership in exchange for the above noted Operating
Partnership units and Company common stock. In addition, Trust Realty Advisors
("TRA"), the then manager of the TRP Properties, transferred to the Company all
of TRA's rights, title and interest in and to the Management Agreement and the
Leasing Agreement for the TRP Properties in exchange for 96,552 shares of the
Company's common stock.

On October 22, 1996, the Company entered into a letter of intent to acquire
approximately $25,000,000 of real estate from a California-based real estate
firm. The real estate portfolio includes office, industrial and retail
properties encompassing nearly 400,000 square feet of net rentable area, located
in California, Arizona and Utah. This acquisition will be financed through a
combination of assumption of debt, issuance of Operating Partnership Units or
Company common stock and cash. The Company has completed its due diligence and
expects to execute definitive documentation and close the transaction by
mid-November. However, there can be no assurance that these properties will
ultimately be acquired by the Company.




                                 
<PAGE>   16
                             GLENBOROUGH HOTEL GROUP
                           CONSOLIDATED BALANCE SHEET
                            As of September 30, 1996
                      (in thousands, except share amounts)
                                   (Unaudited)


<TABLE>
<CAPTION>
<S>                                                        <C>
ASSETS
Rental property and equipment, net of
   accumulated depreciation of $106                        $  175
Investments in management contracts, net                      449
Cash and cash equivalents                                     449
Investment in Atlantic Pacific Assurance Company,
   Limited                                                    755
Other assets                                                  522
                                                           ------

          TOTAL ASSETS                                     $2,350
                                                           ======

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
   Mortgage loan                                           $   67
   Accrued lease expense                                      223
   Other liabilities                                          427
                                                           ------

        Total liabilities                                     717
                                                           ------

Stockholders' Equity:
   Common stock, 1,000 shares                                  20
   Non-Voting preferred stock, 50 shares                       --
   Additional paid-in capital                               1,568
   Retained earnings                                           45
                                                           ------

        Total stockholders' equity                          1,633
                                                           ------


          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $2,350
                                                           ======
</TABLE>



           See accompanying notes to consolidated financial statements


                                 
<PAGE>   17
                             GLENBOROUGH HOTEL GROUP
                        CONSOLIDATED STATEMENTS OF INCOME
                                 (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Three Months        Nine Months
                                                           Ended               Ended
                                                     September 30, 1996  September 30, 1996
                                                     ------------------  ------------------
<S>                                                        <C>                <C>
REVENUE
     Room revenue                                          $1,948             $ 5,532
     Fees and reimbursements                                  280               1,463
     Other                                                    206                 445
                                                           ------             -------

          Total revenue                                     2,434               7,440
                                                           ------             -------

EXPENSES
     Leased Hotel Properties:
        Room expenses                                         476               1,468
        Lease payments to an affiliate                        575               1,843
        Sales and marketing to an affiliate                   190                 571
        Property general and administrative expenses          228                 597
        Other operating expenses                              303                 751

     Managed Hotel Properties:
        Salaries and benefits                                 385               1,222

     Other Expenses:
        General and administrative                            240                 706
        Depreciation and amortization                          25                  74
        Interest expense                                        1                   4
                                                           ------             -------

                Total expenses                              2,423               7,236
                                                           ------             -------

        Income from operations before provision
     for income taxes                                          11                 204

Provision for income taxes                                     --                 (76)
                                                           ------             -------

Net income                                                 $   11             $   128
                                                           ======             =======
</TABLE>


           See accompanying notes to consolidated financial statements


                                 
<PAGE>   18
                             GLENBOROUGH HOTEL GROUP
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                  For the nine months ended September 30, 1996
                          (in thousands, except shares)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                         
                                    Preferred Stock             Common Stock              Addi-      
                               ---------------------------   -----------------------     tional        Retained
                                                  Par                        Par         Paid-in       Earnings
                                  Shares         Value         Shares        Value       Capital       (Deficit)          Total
                               ------------   ------------   ----------    ----------  -----------  ---------------   ------------
<S>                                 <C>        <C>              <C>           <C>         <C>            <C>            <C>    
Balance, December 31, 1995          50         $   --           1,000         $20         $1,368           $--          $ 1,388

Additional paid-in capital          --             --            --            --            200            --              200

Dividends                           --             --            --            --           --             (83)             (83)

Net income                          --             --            --            --           --             128              128
                                    --         --------         -----         ---         ------         -----          -------

Balance, September 30, 1996         50         $   --           1,000         $20         $1,568         $  45          $ 1,633
                                    ==         ========         =====         ===         ======         =====          =======
</TABLE>


           See accompanying notes to consolidated financial statements


                                 
<PAGE>   19
                             GLENBOROUGH HOTEL GROUP
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                  For the nine months ended September 30, 1996
                                 (in thousands)
                                   (Unaudited)
<TABLE>
<S>                                                                  <C>
Cash flows from operating activities:
     Net income                                                      $ 128
     Adjustments to reconcile net income to net cash
       provided by operating activities:
         Depreciation and amortization                                  74
         Changes in certain assets and liabilities                     123
                                                                     -----

         Net cash provided by operating activities                     325
                                                                     -----

Cash flows from investing activities:
     Additions to equipment                                             (7)
                                                                     -----

         Net cash used for investing activities                         (7)
                                                                     -----

Cash flows from financing activities:
     Capital contributions                                             200
     Dividends                                                         (83)
     Repayment of borrowings                                           (19)
                                                                     -----

         Net cash provided by financing activities                      98
                                                                     -----

     Net increase in cash                                              416

     Cash and cash equivalents at beginning of period                   33
                                                                     -----

     Cash and cash equivalents at end of period                      $ 449
                                                                     =====

Supplemental disclosure of cash flow information:

         Cash paid for interest                                      $   4
                                                                     =====
</TABLE>


           See accompanying notes to consolidated financial statements


                                 
<PAGE>   20
                             GLENBOROUGH HOTEL GROUP

                   Notes to Consolidated Financial Statements

                               September 30, 1996
                                   (Unaudited)



NOTE 1.           ORGANIZATION

Glenborough Hotel Group ("GHG") was organized in the State of Nevada on
September 23, 1991. GHG currently operates hotel properties owned by Glenborough
Realty Trust Incorporated ("GLB") under four separate percentage leases and
manages three hotel properties owned by two partnerships whose managing general
partner is Glenborough Corporation. GLB owns 100% of the 50 shares of non-voting
preferred stock of GHG and three individuals, including one executive officer of
GLB, each own 33 1/3% of the 1,000 shares of voting common stock of GHG.

GHG also owns approximately 80% of the common stock of Resort Group, Inc.
("RGI"). RGI manages homeowners associations and rental pools for two beachfront
resort condominium hotel properties and owns six units at one of the properties.
GHG receives 100% of the earnings of RGI and consolidates its operations with
its own.

GHG also owns 94% of the outstanding common stock of Atlantic Pacific Holdings,
Ltd., the sole owner of 100% of the common stock of Atlantic Pacific Assurance
Company, Limited ("APAC"), a Bermuda corporation formed to underwrite certain
insurable risks of certain of GLB's predecessor partnerships and related
entities. APAC no longer underwrites any business and it is expected that it may
be liquidated in 1997. GHG accounts for its investment in APAC using the cost
method due to its anticipated liquidation.

NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The accompanying financial statements present the
consolidated financial position of GHG and RGI as of September 30, 1996 and the
consolidated results of operations and cash flows of GHG and RGI for the nine
months ended September 30, 1996. All intercompany transactions, receivables and
payables have been eliminated in the consolidation.

In the opinion of management, the accompanying unaudited financial statements
contain all adjustments (consisting only of normal accruals) necessary to
present fairly, the consolidated financial position and consolidated results of
operations of GHG as of September 30, 1996 and for the period then ended.

Pervasiveness of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles 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 results of operations during the reporting
period. Actual results could differ from those estimates.



                                
<PAGE>   21
                             GLENBOROUGH HOTEL GROUP

                   Notes to Consolidated Financial Statements

                               September 30, 1996
                                   (Unaudited)



Rental Property - Rental properties are stated at cost unless circumstances
indicate that cost cannot be recovered, in which case, the carrying value of the
property is reduced to estimated fair value.

Depreciation is provided using the straight line method over the useful lives of
the respective assets.

Investments in Management Contracts - Investments in management contracts are
recorded at cost and are amortized on a straight-line basis over the term of the
contracts.

Cash Equivalents - The Company considers short-term investments (including
certificates of deposit) with a maturity of three months or less at the time of
investment to be cash equivalents.

NOTE 3.           RENTAL PROPERTY

Rental property and equipment of $281,000, net of accumulated depreciation of
$106,000 at September 30, 1996 represents the six condominium hotel units owned
by RGI as well as furniture and fixtures in GHG's corporate offices. The six
units owned by RGI participate in a resort rental program on an "at will" basis,
whereby there is no fixed term of participation. Such participation generated
approximately $17,000 of cash flow after deductions for capital reserves for the
nine months ended September 30, 1996.

NOTE 4.           INVESTMENTS IN MANAGEMENT CONTRACTS

Investments in management contracts reflects the unamortized portion of the
management contracts RGI holds with the two beachfront resort condominium hotel
properties for management of the homeowners associations and the rental pool
programs.

NOTE 5.           MORTGAGE LOAN

Mortgage loan of $67,000 represents the debt secured by the six condominium
hotel units owned by RGI. Such debt bears interest at 7%, payable in monthly
installments of principal and interest totaling $2,304 and matures June 30,
1999.

NOTE 6.           THE PERCENTAGE LEASES

GHG is leasing the four hotels owned by GLB for a term of five years pursuant to
percentage leases ("Percentage Leases") which provide for rent equal to the
greater of the Base Rent (as defined in the lease) or a specified percentage of
rent (the "Percentage Rent"). Each hotel is separately leased to GHG (the
"lessee"). The lessee's ability to make rent payments will, to a large degree,
depend on its ability to generate cash flow from the operations of the hotels.
Each Percentage Lease contains the provisions described below.



                                
<PAGE>   22
                             GLENBOROUGH HOTEL GROUP

                   Notes to Consolidated Financial Statements

                               September 30, 1996
                                   (Unaudited)



Each Percentage Lease has a non-cancelable term of five years, subject to
earlier termination upon the occurrence of certain contingencies described in
the Percentage Lease. The lessee under the Percentage Lease has one five-year
renewal option at the then current fair market rent.

During the term of each Percentage Lease, the lessee is obligated to pay the
greater of Base Rent or Percentage Rent. Base Rent is required to be paid
monthly in advance. Percentage Rent is calculated by multiplying fixed
percentages by room revenues for each of the four hotels; the applicable
percentage changes when revenue exceeds a specified threshold, and the threshold
may be adjusted annually in accordance with changes in the applicable CPI.
Percentage Rent is due quarterly.

The table below sets forth the annual Base Rent and the Percentage Rent formulas
for each of the four hotels.

                           HOTEL LEASE RENT PROVISION


<TABLE>
<CAPTION>
                                                         Rent Incurred
                                                       For the Nine months
                            Initial Annual Base              ended                   Annual Percentage
        Hotel                     Rent                 September 30, 1996             Rent Formulas
----------------------   -----------------------    -------------------------   ----------------------------------
<S>                            <C>                          <C>                   <C>
Ontario, CA                    $  240,000                   $  297,000            24% of the first $1,575,000 of
                                                                                  room revenue plus 40% of
                                                                                  room revenue above
                                                                                  $1,575,000 and 5% of other
                                                                                  revenue

Arlington, TX                     360,000                      558,000            27% of the first $1,600,000 of
                                                                                  room revenue plus 42% of
                                                                                  room revenue above
                                                                                  $1,600,000 and 5% of other
                                                                                  revenue
</TABLE>



                                 
<PAGE>   23
                             GLENBOROUGH HOTEL GROUP

                   Notes to Consolidated Financial Statements

                               September 30, 1996
                                   (Unaudited)



                     HOTEL LEASE RENT PROVISION (CONTINUED)

<TABLE>
<CAPTION>
                                                         Rent Incurred
                                                       For the Nine months
                            Initial Annual Base              ended                   Annual Percentage
        Hotel                     Rent                 September 30, 1996             Rent Formulas
----------------------   -----------------------    -------------------------   ----------------------------------
<S>                            <C>                          <C>                   <C>
Tucson, AZ                     600,000                      936,000               40% of the first $1,350,000 of
                                                                                  room revenue plus 46% of
                                                                                  room revenue above
                                                                                  $1,350,000 and 5% of other
                                                                                  revenue

San Antonio, TX                312,000                       52,000               33% of the first $1,200,000 of
                                                                                  room revenue plus 40% of
                                                                                  room revenue above
                                                                                  $1,200,000 and 5% of other
                                                                                  revenue
</TABLE>


Other than real estate and personal property taxes, casualty insurance, a fixed
capital improvement allowance and maintenance of underground utilities and
structural elements, which are the responsibility of GLB, the Percentage Leases
require the Lessees to pay rent, insurance, salaries, utilities and all other
operating costs incurred in the operation of the hotels.

NOTE 7.           DECLARATION OF DIVIDENDS

On April 23, 1996, the board of directors of GHG declared dividends for the
first quarter of $50,000 of which $39,400 was made to GLB as the preferred
stockholder and the balance to the holders of GHG's common stock.

On July 23, 1996, the board of directors of GHG declared dividends for the
second quarter of $33,000 of which $27,000 was made to GLB as the preferred
stockholder and the balance to the holders of GHG's common stock.

On October 22, 1996, the board of directors of GHG declared dividends for the
third quarter of $30,000 of which $24,000 was made to GLB as the preferred
stockholder and the balance to the holders of GHG's common stock.


                                
<PAGE>   24
ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
                  AND RESULTS OF OPERATIONS

GLENBOROUGH REALTY TRUST INCORPORATED AND GRTI PREDECESSOR ENTITIES

Statements contained in this Item 2, "Management's Discussion and Analysis of
Financial Conditions and Results of Operations," and elsewhere in this Quarterly
Report on Form 10-Q which are not historical facts may be forward-looking
statements. Such statements are subject to certain risks and uncertainties which
could cause actual results to differ materially from those projected, including,
but not limited to, those risks and special considerations set forth in the
Company's other Securities and Exchange Commission filings. Readers are
cautioned not to place undue reliance on these forward-looking statements which
speak only as of the date hereof. The Company undertakes no obligation to
publicly release the result of any revision to these forward-looking statements
which may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.

BACKGROUND

The Company is a REIT engaged primarily in the ownership, operation, management,
leasing and acquisition of various types of income-producing properties. As of
September 30, 1996, the Company owned and operated 37 income-producing
properties (the "Properties," and each a "Property") and held two mortgage
receivables. In October 1996, the Company acquired 12 properties (the TRP
Properties, discussed below), which brings the total owned by the Company to 49
properties, located in 17 states. The following indicates the number of
properties, by type, owned by the Company as of September 30, 1996, and upon the
acquisition of the TRP Properties:
<TABLE>
<CAPTION>
                                                     Upon
                              As of              Acquisition
                          September 30,             of TRP
                              1996                Properties
                       ------------------    ---------------------
<S>                            <C>                    <C>
        Retail                 19                     20
        Industrial              8                     14
        Office                  4                      7
        Multifamily             1                      3
        Hotel                   5                      5
                       ------------------    ---------------------

        Total                  37                     49
                       ==================    =====================
</TABLE>

The Company was incorporated in the State of Maryland on August 26, 1994. On
December 31, 1995, the Company completed the Consolidation in which GC and eight
public limited partnerships (the "Partnerships") collectively, the "GRTI
Predecessor Entities," merged with and into the Company. The Company (i) issued
shares (the "Shares") of the $.001 par value Common Stock of the Company to the
Partnerships in exchange for the net assets of the Partnerships; (ii) merged
with GC, with the Company being the surviving entity; (iii) acquired an interest
in three Associated Companies that provide asset and property management
services, as well as other services; and (iv) through the Operating Partnership,
acquired interests in certain warehouse distribution facilities from GPA. A
portion of the Company's operations are conducted through the Operating
Partnership, of which the Company is the sole general 



                                
<PAGE>   25
partner and in which the limited partner interests not held by the Company at
September 30, 1996, are held by GPA and Robert Batinovich. The Company operates
the assets acquired in the Consolidation and intends to invest in
income-producing property directly and through joint ventures. In addition, the
Associated Companies may acquire general partner interests in other real estate
limited partnerships. The Company intends to qualify as a REIT under the
Internal Revenue Code of 1986, as amended. The Common Stock of the Company is
listed on the New York Stock Exchange under the trading symbol "GLB."

The Company's principal business objectives are to achieve a stable and
increasing source of cash flow available for distribution to Stockholders. By
achieving these objectives, the Company will seek to raise Stockholder value
over time.

LIQUIDITY AND CAPITAL RESOURCES

General

Historically for the Partnerships, the principal sources of funding for the
acquisition of properties was the sale of limited partnership interests in the
Partnerships and permanent financing. The Company intends to rely upon cash
generated by operations, permanent debt financing, public debt and equity as its
funding sources for acquisition, expansion and renovation of Properties.

The Company expects to meet its short-term liquidity requirements generally
through its initial working capital and cash generated by operations. As of
September 30, 1996, the Company had no material commitments for capital
improvements other than certain expansion-related improvements estimated at
approximately $1,760,000 at the existing shopping center in Tampa, Florida.
Other planned capital improvements consist only of tenant improvements and other
expenditures necessary to lease and maintain the Properties and furniture
fixtures and building improvements at the Hotel Properties. The Company believes
that its cash generated by operations has been and will continue to be adequate
to meet both operating requirements and dividends in accordance with REIT
requirements in both the short-term and the long-term. However, there can be no
assurance that the Company's results of operations will not fluctuate in the
future and at times negatively affect its ability to meet its operating
requirements and to declare dividends on a regular basis.

The Company expects to meet certain of its long-term liquidity requirements,
such as scheduled debt maturities and possible acquisitions, through a
combination of cash generated by operations, long-term secured and unsecured
borrowings and the issuance of debt and equity securities of the Company.

The Company adopted Statement of Financial Accounting Standards (SFAS) No. 121,
"Accounting for Impairment of Long-Lived Assets and Long-Lived Assets to Be
Disposed Of" in the fourth quarter of 1995.
 The adoption of SFAS No. 121 did not have a material effect on the recorded
amounts of the Company's long-lived assets, its financial position or results of
operations.

In April, July, October and November 1996, the boards of directors of the
Associated Companies declared and paid dividends in the cumulative amounts of
$633,000, $1,272,000 and $113,000 by GC, GIRC and GHG, respectively. Of such
dividends, the cumulative amounts received by the Company were $601,000,
$1,209,000 and $90,000 from GC, GIRC and GHG, respectively.


                             
<PAGE>   26
On April 24, 1996, the Company's Board of Directors declared a dividend for the
first quarter of $0.30 per share or $1,726,000 which was paid on May 13, 1996 to
Stockholders of record at the close of business on May 6, 1996. Such dividend
was made from the Company's cash reserves at March 31, 1996 combined with the
first quarter dividends received from the Associated Companies discussed above.

On July 24, 1996, the Company's Board of Directors declared a dividend for the
second quarter of $0.30 per share or $1,731,000 payable on August 14, 1996 to
Stockholders of record at the close of business on August 5, 1996. Such dividend
was made from the Company's cash reserves at June 30, 1996 combined with the
second quarter dividends received from the Associated Companies discussed above.

On October 23, 1996, the Company's Board of Directors declared a dividend for
the third quarter of $0.30 per share or $3,084,000 payable on November 13, 1996
to Stockholders of record at the close of business on November 4, 1996. Such
dividend will be made from the Company's cash reserves at September 30, 1996,
combined with the third quarter dividends received from the Associated Companies
discussed above and from funding under the Company's Wells Fargo Facility.

On June 4, 1996, the Company sold the two self-storage facilities held in its
industrial portfolio. The sales price for these two facilities was $2,900,000.
The sales generated a gain of $321,000 and cash proceeds of $2,882,000. From
these proceeds, $790,000 was paid down on the Company's secured bank line.

On July 15, 1996, the Company acquired the 99% limited partner interest, and GRT
Corporation, a subsidiary of the Company, acquired the 1% general partner
interest, in UCT Associates, a limited partnership in which Robert Batinovich
held a 1% general partner interest and a 53% limited partner interest, Andrew
Batinovich held a 1% general partner interest and GPA held a 45% limited partner
interest. UCT Associates owns a 23-story, 275,469 square foot office building
known as University Club Tower (the "UCT Property") in St. Louis, Missouri. The
Operating Partnership issued 23,333 units of partnership interests in the
Operating Partnership ("Units") having an initial redemption value of
approximately $350,000 (based on a $15 per Unit value) and repaid approximately
$18,250,000 of indebtedness secured by the property, resulting in a total
acquisition value of $18,600,000. The $18,250,000 of debt was paid off with
funds drawn from the Facility with Wells Fargo.

On August 1, 1996, the Company acquired a 64-room limited service hotel (the
"San Antonio Hotel") in San Antonio, Texas, for $2,700,000. GHG assumed
management of the hotel and operates it under a lease agreement with the
Company. The lease is for a term of five years, commencing August 1, 1996, at a
base annual rent of $312,000. In addition to base rent, the lessee is obligated
to pay percentage rent when revenue exceeds specified thresholds.

On August 2, 1996, the Company expanded an existing shopping center in Tampa,
Florida through a sale/leaseback with the center's anchor tenant, Kash n' Karry
Grocery Store, for a purchase price of $1,540,000. The Company is committed to
investing an additional $1,760,000 in the property upon completion of certain
expansion-related improvements anticipated in mid-1997. This acquisition, along
with the acquisition of the San Antonio hotel, was financed with $3,800,000
drawn from the Facility with Wells Fargo.

On September 24, 1996, the Company acquired the 99% limited partnership
interest, and GRT Corporation acquired the 1% general partner interest in GPA
Bond, L.P., a limited partnership in which GC held a 1% general partner interest
and GPA held a 99% limited partner interest. GPA Bond, L.P. owns a two-story,


<PAGE>   27
40,595 square foot suburban office building, referred to as the Bond Street
Property, in Farmington Hills, Michigan. The Operating Partnership issued 26,067
Units having an initial redemption value of approximately $400,000 (based on a
$15 per unit value) in exchange for the interests in GPA Bond, L.P., and repaid
approximately $2,800,000 of indebtedness secured by the property, resulting in a
total acquisition value of $3,200,000. The $2,800,000 of debt was paid off with
funds drawn from the Facility with Wells Fargo Bank.

On July 15, 1996, the Company entered into the Facility and the Term Loan with
Wells Fargo. The Facility is a $50,000,000 secured revolving line of credit. The
Facility is secured by first mortgages on selected Company properties with full
recourse to the Company and availability is limited to the borrowing base
provided by these properties. The Facility has a term of two years, subject to
annual extensions. At the Company's option, the Facility will bear interest at
LIBOR plus 2.375% or at a base rate. The base rate is based on the higher of
Wells Fargo's prime rate plus 0.5% or the Federal Funds Rate plus 1.0%. The Term
Loan is a two-year term loan in the amount of $6,100,000 that bears interest at
the same rate as the Facility and is secured by first mortgage liens on 10
"QuikTrip" facilities owned by the Company. The initial fundings under the
Facility and the Term Loan totaled $28,400,000, of which the Company applied
$18,300,000 towards the acquisition of the UCT Property, $9,200,000 for the
repayment of the outstanding amount under the then existing line-of-credit with
Imperial Bank, and the balance to loan fees and closing costs. Initial funding
under the Facility and full disbursement of the Term Loan occurred on July 15,
1996. Through September 30, 1996, the Company drew an additional $6,700,000
under the Facility to finance the acquisitions of the San Antonio Hotel, the
shopping center expansion and the Bond Street Property. In October 1996, stock
offering proceeds (see below for further discussion) were used to paydown
$24,000,000 of the Facility, leaving an outstanding balance of $4,600,000.

In October 1996, the Company completed the October 1996 Offering of 3,666,000
shares of Common Stock. The 3,666,000 shares were sold at a per share price of
$13.875 for total proceeds of $47,814,000 (net of 6% underwriting fee of
$3,052,000). This additional capital was used to acquire the TRP Properties and
to repay most of the outstanding balance under the Company's Facility with Wells
Fargo which is now available to fund future acquisitions. In addition,
approximately $1,100,000 in other costs were incurred in connection with the
offering.

On October 17, 1996, the Company's Operating Partnership acquired a portfolio of
twelve properties (the "TRP Properties") located in six states. Included are six
industrial, three office, one retail and two multifamily properties comprising
1,250,000 square feet. The total purchase price was $43,200,000, which comprised
the cash payoff of $23,001,000 of mortgage debt, the assumption of $16,300,000
of mortgage debt, issuance of 52,386 Operating Partnership Units which are
redeemable for, at the Company's option, cash or stock based on a per Unit value
equal to the market value of the Company's common stock, and issuance of 85,448
shares of the Company's common stock. The acquisition was financed in part with
proceeds from the October 1996 Offering. This transaction was structured as a
contribution of the twelve properties and the mortgage debt on such properties
by Trust Realty Partners ("TRP") to the Operating Partnership in exchange for
the above noted Operating Partnership units and Company common stock. In
addition, Trust Realty Advisors ("TRA"), the then manager of the TRP Properties,
transferred to the Company all of TRA's rights, title and interest in and to the
Management Agreement and the Leasing Agreement for the TRP Properties in
exchange for 96,552 shares of the Company's common stock.

<PAGE>   28
On October 22, 1996, the Company entered into a letter of intent to acquire
approximately $25,000,000 of real estate from a California-based real estate
firm. The real estate portfolio includes office, industrial and retail
properties encompassing nearly 400,000 square feet of net rentable area, located
in California, Arizona and Utah. This acquisition will be financed through a
combination of assumption of debt, issuance of Operating Partnership Units or
Company common stock and cash. The Company has completed its due diligence and
expects to execute definitive documentation and close the transaction by
mid-November. However, there can be no assurance that these properties will
ultimately be acquired by the Company.

RESULTS OF OPERATIONS

Certain components of the Company's results of operations are not comparable to
those of the GRTI Predecessor Entities. The primary reason for the difference is
the segregation in 1996 of the operations (management fees and reimbursements,
as well as related expenses) of the Associated Companies, all of which were
combined in the GRTI Predecessor Entities 1995 financial statements. Effective
January 1, 1996, the Company owns 100% of the preferred stock in each of the
Associated Companies and accounts for its interests under the equity method.
Also contributing to the comparability difference is the change in the
operational structure of the three (not including the San Antonio hotel which
was acquired in 1996) hotel properties (the "Hotels"). The Hotels were wholly
owned by the GRTI Predecessor Entities and thereby, the operations of the Hotels
were included in the financial statements of the GRTI Predecessor Entities.
Under the current structure, the Company owns the Hotels but leases them to GHG.
The Company includes only the related lease payments received from GHG in its
statement of operations. The decrease in fees and reimbursements of $10,639,000,
or 98%, from $10,838,000 in 1995 to $199,000 in 1996, the decrease in property
operating expenses of $1,312,000, or 29%, from $4,556,000 in 1995 to $3,244,000
in 1996, and the decrease of $9,922,000, or 91%, in general and administrative
expenses, including salaries, from $10,899,000 in 1995 to $977,000 in 1996 are
the primary components affected by these changes in structure.



<PAGE>   29
Set forth below are the average occupancies at the Company's properties,
summarized by property type, at September 30:
<TABLE>
<CAPTION>
                                      1996              1995
                                   ----------        ----------
<S>                                  <C>               <C>
         Retail                       93.8%             94.7%
         Industrial                  100.0%             99.4%
         Office                       91.7%             97.3%
         Multifamily                  92.0%             93.0%
         Hotel                        73.0%             69.4%
</TABLE>


The 1995 office occupancy does not include the UCT and Bond Street Properties as
such properties were acquired in 1996. The UCT and Bond Street Properties had
average occupancies in 1996 of 88% and 95%, respectively.

Interest and other income decreased $1,605,000, or 72%, to $623,000 in the nine
months ended September 30, 1996 from $2,228,000 in 1995. This decrease resulted
primarily from the 1995 short-term investment of funds generated from the early
repayment of a note receivable in April of 1995 and the early repayment in
January and June of 1995 of three of the four notes received from the sale of
the Laurel Cranford buildings. Additionally, in 1996, cash balances have been
used to prepay the investor notes payable, pay declared dividends and pay costs
associated with the Consolidation.

Gain on sale of rental property of $321,000 during the nine months ended
September 30, 1996 resulted from the sale of the two self-storage facilities
held in the Company's industrial portfolio, as previously discussed.

Depreciation and amortization expense decreased $868,000, or 24%, to $2,694,000
at September 30, 1996, from $3,562,000 at September 30, 1995. The decrease was
due primarily to certain of the Company's fixed assets and deferred leasing
commissions becoming fully depreciated and amortized in 1995.

Interest expense increased $1,080,000, or 74%, in the nine months ended
September 30, 1996 to $2,546,000 from $1,466,000 during the nine months ended
September 30, 1995. The increase is primarily the result of an increase in
average borrowings during 1996 compared to 1995 which were used to finance the
1996 acquisitions previously discussed.

Extraordinary loss on debt refinancing of $186,000 during the nine months ended
September 30, 1996 resulted from the write-off of unamortized loan fees when the
$10,000,000 Imperial Bank line-of-credit was paid-off with proceeds from the new
Wells Fargo Facility.

FUNDS FROM OPERATIONS

The Company believes that Funds From Operations ("FFO") is a measure of cash
flow which, when considered in conjunction with other measures of operating
performance, affects the value of equity REITs such as the Company. FFO, as
defined by the National Association of Real Estate Investment Trusts ("NAREIT"),
means net income (computed in accordance with GAAP) excluding gains (losses)
from debt restructuring and sales of property, plus depreciation and
amortization, and after adjustments for unconsolidated partnerships and joint
ventures. In the first quarter of 1996, consolidation and litigation costs that
were charged to net income have also been added back to determine FFO.

<PAGE>   30
FFO is not necessarily indicative of cash flow available to fund cash needs and
is not the same as cash flow from operations as defined by GAAP, and should not
be considered as an alternative to net income (loss) as an indicator of the
Company's operating performance, or as an alternative to cash flows from
operating, investing and financing activities as a measure of liquidity or
ability to make distributions. Management generally considers FFO to be a useful
financial performance measurement because it provides investors with an
additional basis to evaluate the performance of a REIT. FFO as disclosed by
other REITs may not be comparable to the Company's calculation of FFO.

In February 1995, NAREIT established new guidelines for calculating FFO that
clarify previous guidelines. The primary change from the old definition to the
new definition is the treatment of amortization of deferred financing fees.
Under the new definition, the amortization of deferred financing fees is no
longer added back to net income in calculating FFO. The new guidelines are
effective beginning in 1996.

Beginning with the first quarter of 1996, the Company calculates its FFO based
upon the new NAREIT definition and, accordingly, does not add back amortization
of deferred financing fees and costs. The change does not affect the Company's
Funds Available for Distribution ("FAD"). FAD represents FFO plus recurring
principal receipts from mortgage loans less reserves for lease commissions,
capital expenditures (excluding property acquisitions) and debt principal
amortization. FAD should not be considered an alternative to net income as a
measure of the Company's financial performance or to cash flow from operating
activities (computed in accordance with GAAP) as a measure of the Company's
liquidity, nor is it necessarily indicative of sufficient cash flow to fund all
of the Company's needs.

The following table sets forth the Company's calculation of FFO, based upon the
new NAREIT definition, and FAD for the three months ended March 31, June 30, and
September 30, 1996 (dollars in thousands):
<TABLE>
<CAPTION>
                                                         March 31,        June 30,      September 30,
                                                           1996             1996            1996
                                                       ------------     -----------     -------------
<S>                                                      <C>              <C>              <C>
Net income (loss) before provisions for income
 taxes minority interest and extraordinary item          $(5,883)         $ 1,714          $1,258
Consolidation costs                                        6,082             --              --
Litigation costs                                           1,155             --              --
Depreciation and amortization                                897              862             935
Gain on sale of rental property                             --               (321)           --
Adjustment to reflect FFO of Associated
     Companies (1)                                           284              311             251
                                                         -------          -------          ------

FFO                                                      $ 2,535          $ 2,566          $2,444
                                                         =======          =======          ======

</TABLE>



                                
<PAGE>   31
<TABLE>
<CAPTION>
                                                  March 31,            June 30,          September 30,
                                                    1996                 1996                1996
                                                -----------          -----------         -------------
<S>                                             <C>                  <C>                  <C>
FFO from above                                  $     2,535          $     2,566          $     2,444

Amortization of deferred financing fees                  36                   36                   69
Principal receipts on mortgage loans                     14                    5                    3
Capital reserve                                        (185)                (106)                 229
Capital expenditures                                    (54)                (133)                (477)
Principal amortization reserve                          (86)                (125)                (210)
                                                -----------          -----------          -----------

FAD                                             $     2,260          $     2,243          $     2,058
                                                ===========          ===========          ===========

FFO per share                                   $      0.40          $      0.41          $      0.39
                                                ===========          ===========          ===========

FAD per share                                   $      0.36          $      0.36          $      0.32
                                                ===========          ===========          ===========

Dividends per share                             $      0.30          $      0.30          $      0.30
                                                ===========          ===========          ===========

Fully converted weighted average shares
outstanding                                       6,296,042            6,303,542            6,342,206
                                                ===========          ===========          ===========
</TABLE>

(1)     Reflects the adjustments to FFO required to reflect the FFO of the
        Associated Companies allocable to the Company. The Company's investments
        in the Associated Companies are accounted for using the equity method of
        accounting.



                              
<PAGE>   32
GLENBOROUGH HOTEL GROUP

BACKGROUND

Glenborough Hotel Group ("GHG") was organized in the State of Nevada on
September 23, 1991. GHG currently operates hotel properties owned by Glenborough
Realty Trust Incorporated ("GLB") under four separate percentage leases and
manages three hotel properties owned by two partnerships whose managing general
partner is Glenborough Corporation. GLB owns 100% of the 50 shares of non-voting
preferred stock of GHG and three individuals, including one executive officer of
GLB, each own 33 1/3% of the 1,000 shares of voting common stock of GHG.

GHG also owns approximately 80% of the common stock of Resort Group, Inc.
("RGI"). RGI manages homeowners associations and rental pools for two beachfront
resort condominium hotel properties and owns six rental units at one of the
properties. GHG receives 100% of the earnings of RGI and consolidates their
operations with its own.

GHG also owns 94% of the outstanding common stock of Atlantic Pacific Holdings,
Ltd., the sole owner of 100% of the common stock of Atlantic Pacific Assurance
Company, Limited (APAC). APAC was formed to underwrite certain insurable risks,
however, it no longer underwrites any business and it is expected that it may be
liquidated in 1997. GHG accounts for its investment in APAC using the cost
method due to its anticipated liquidation.

LIQUIDITY AND CAPITAL RESOURCES

GHG's primary source of funding is the cash generated by the operations of the
four hotels leased from GLB and fees received for (i) managing three hotels
owned by two partnerships and (ii) managing the homeowners associations and
rental pools for the resort condominium hotel properties as discussed above.

As of September 30, 1996, GHG has no plans for major capital improvements. Any
capital expenditures associated with the six condominium units owned by RGI
would be performed by the rental pool and be deducted from the rental checks
received monthly.

On April 23, 1996, the board of directors of GHG declared dividends for the
first quarter of $50,000 of which $39,400 was made to GLB as the preferred
stockholder and the balance to the holders of GHG's common stock.

On July 23, 1996, the board of directors of GHG declared dividends for the
second quarter of $33,000 of which $27,000 was made to GLB as the preferred
stockholder and the balance to the holders of GHG's common stock.

On October 22, 1996, the board of directors of GHG declared dividends for the
third quarter of $22,000 of which $18,000 was made to GLB as the preferred
stockholder and the balance to the holders of GHG's common stock.



<PAGE>   33
RESULTS OF OPERATIONS

Room revenue of $1,948,000 and $5,532,000 for the three and nine months ended
September 30, 1996, respectively, represents the revenue earned on the four
hotels leased from GLB.

Fee revenue of $280,000 and $1,463,000 for the three and nine months ended
September 30, 1996, respectively, represents the fees earned for managing three
hotels and two resort condominium hotels.

The primary expenses associated with the leased hotels are room expense of
$476,000 and $1,468,000, respectively, lease payments of $575,000 and
$1,843,000, respectively, sales and marketing of $190,000 and $571,000,
respectively and other operating expenses of $303,000 and $751,000,
respectively, for the three and nine months ended September 30, 1996.

The only direct expenses incurred in connection with the management of the three
hotels and two resort condominium hotel properties are salaries and benefits of
$385,000 and $1,222,000, respectively, for the three and nine months ended
September 30, 1996.

General and administrative costs of $240,000 and $706,000 for the three and nine
months ended September 30, 1996, respectively, represent the overhead costs
associated with administering the business of GHG.


<PAGE>   34
PART 2.           OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS

BLUMBERG. On February 21, 1995, a class action complaint was filed in the
Superior Court of the State of California in and for San Mateo County in
connection with the Consolidation. The plaintiff is Anthony E. Blumberg, an
Investor in Equitec B, on behalf of himself and all others (the "Blumberg
Action") similarly situated. The defendants are GC (formerly known as
Glenborough Realty Corporation), Glenborough Realty Corporation ("GRC"), Robert
Batinovich, the Partnerships and the Company.

The complaint alleged breaches by the defendants of their fiduciary duty and
duty of good faith and fair dealing to investors in the Partnerships. The
complaint sought injunctive relief and compensatory damages. The complaint
alleged that the valuation of GC was excessive and was done without appraisal of
GC's business or assets. The complaint further alleged that the interest rate
for the Notes to be issued to investors in lieu of shares of Common Stock, if
they so elected was too low for the risk involved and that the Notes would
likely sell, if at all, at a substantial discount from their face value (the
Company, as it had the option to, paid in full the amounts due plus interest in
lieu of issuing Notes).

On October 9, 1995 the parties entered into an agreement to settle the action.
The defendants, in entering into the settlement agreement, did not acknowledge
any fault, liability or wrongdoing of any kind and continue to deny all material
allegations asserted in the litigation. Pursuant to the settlement agreement,
the defendants will be released from all claims, known or unknown, that have
been, could have been, or in the future might be asserted, relating to, among
other things, the Consolidation, the acquisition of the Company's shares
pursuant to the Consolidation, any misrepresentation or omission in the
Registration Statement on Form S-4, filed by the Company on September 1, 1994,
as amended, or the prospectus contained therein ("Prospectus/Consent
Solicitation Statement"), or the subject matter of the lawsuit. In return, the
defendants agreed to the following: (a) the inclusion of additional or expanded
disclosure in the Prospectus/ Consent Solicitation Statement, and (b) the
placement of certain restrictions on the sale of the stock by certain insiders
and the granting of stock options to certain insiders following consummation of
the Consolidation. Plaintiff's counsel indicated that it would request that the
court award it $850,000 in attorneys' fees, costs and expenses. In addition,
plaintiffs' counsel indicated it would request the court for an award of $5,000
payable to Anthony E. Blumberg as the class representative. The defendants
agreed not to oppose such requests.

On October 11, 1995, the court certified the class for purposes of settlement,
and set a hearing on December 21, 1995, to determine whether it should approve
the settlement and class counsel's application for fees. A notice of the
proposed settlement was distributed to the members of the class on November 15,
1995. The notice specified that, in order to be heard at the hearing, any class
member objecting to the proposed settlement must, by December 15, 1995, file a
notice of intent to appear, and a detailed statement of the grounds for their
objection.

A number of objections were received from class members. The objections
reiterated the claims in the original Blumberg complaint, and asserted that the
settlement agreement did not adequately compensate the class for releasing those
claims. One of the objections was filed by the same law firm that brought the
BEJ Action described below.


<PAGE>   35
The hearing originally scheduled for December 21, 1995 was continued to January
17, 1996. At the hearing on January 17, the court heard the arguments of the
objectors seeking to overturn the settlement, as well as the arguments of the
plaintiffs and the defendants in defense of the settlement. The court granted
all parties a period of time in which to file additional pleadings. On June 4,
1996, the court granted approval of the settlement, finding it fundamentally
fair, adequate and reasonable to the respective parties to the settlement.
However, the objectors have given notice that they intend to appeal the June 4
decision.

BEJ EQUITY PARTNERS. On December 1, 1995, a second class action complaint
relating to the Consolidation was filed in Federal District Court for the
Northern District of California (the "BEJ Action"). The plaintiffs are BEJ
Equity Partners, J/B Investment Partners, Jesse B. Small and Sean O'Reilly as
custodian f/b/o Jordan K. O'Reilly, who as a group held limited partner
interests in the California limited partnerships known as Outlook Properties
Fund IV, Glenborough All Suites Hotels, L.P., Glenborough Pension Investors,
Equitec Income Real Estate Investors-Equity Fund 4, Equitec Income Real Estate
Investors C and Equitec Mortgage Investors Fund IV, on behalf of themselves and
all others similarly situated. The defendants are GRC, GC, the Company, GPA,
Ltd., Robert Batinovich and Andrew Batinovich. The Partnerships are named as
nominal defendants.

This action alleges the same disclosure violations and breaches of fiduciary
duty as were alleged in the Blumberg Action. The complaint sought injunctive
relief, which was denied at a hearing on December 22, 1995. At that hearing, the
court also deferred all further proceedings in this case until after the
scheduled January 17 hearing in the Blumberg Action. Following the trial court's
approval of the settlement and entry of judgment in the Blumberg Action, the
Company and the other defendants were required to file a responsive pleading in
the BEJ Action, and filed a motion to dismiss on July 1, 1996.

It is management's position that the BEJ Action, and the objections to the
settlement of the Blumberg Action, are without merit, and management intends to
pursue a vigorous defense in both matters. However, given the inherent
uncertainties of litigation, there can be no assurance that the ultimate outcome
in these two legal proceedings will be in the Company's favor.


<PAGE>   36
ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits:

                  The Exhibit Index attached hereto is hereby incorporated by
                  reference to this Item.

         (b)      Reports on Form 8-K:

                  On July 26, 1996, the Company filed a report on Form 8-K to
                  make available additional ownership and operation information
                  concerning the Company and the properties owned or managed by
                  it as of June 30, 1996, in the form of a Supplemental
                  Information package.

                  On July 30, 1996, and August 8, 1996, the Company filed
                  reports on Form 8-K and Form 8- K/A, respectively, to document
                  the acquisition of the UCT Property and the two new financing
                  agreements with Wells Fargo Bank.

                  On October 28, 1996, the Company filed a report on Form 8-K to
                  make available additional ownership and operation information
                  concerning the Company and the properties owned or managed by
                  it as of September 30, 1996, in the form of a Supplemental
                  Information package.

                  On November 1, 1996, the Company filed a report on Form 8-K to
                  document the acquisition of the TRP Properties.



<PAGE>   37
                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                                        GLENBOROUGH REALTY TRUST INCORPORATED


Date: February 21, 1997                 By: /s/ Terri Garnick
                                           ----------------------------------
                                           Terri Garnick
                                           Senior Vice President,
                                           Chief Accounting Officer,
                                           Treasurer
                                           (Principal Accounting Officer)


          
<PAGE>   38
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                                   
     Exhibit                                                                                       
      Number                                        Exhibit Title                                  
--------------------     -------------------------------------------------------------------      
<S>                        <C>                                                                    
     10.01                 Agreement for Contribution of Partnership Interests
                           related to the acquisition of the Bond Street Property.(1)             

     10.02                 Second Amendment to First Amended and Restated
                           Agreement of Limited Partnership of Glenborough
                           Properties, L.P.(1)                                                     

     10.03                 Second Amendment to Agreement of Limited
                           Partnership of GPA Bond, a California Limited
                           Partnership.(1)                                                        

     10.04                 Lease Agreement between Glenborough Properties, L.P.
                           and Glenborough Hotel Group for Country Suites - San
                           Antonio.(1)                                                           
</TABLE>
-----------
(1)     Incorporated by reference to the identically numbered exhibit to the
        Company's Quarterly Report on Form 10-Q for the quarter ended
        September 30, 1996.