<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 10-Q

              Quarterly Report Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934


For the Quarter Ended: September 30, 2001    Commission File Number: 1-13829
                       ------------------                            -------

                            CABOT INDUSTRIAL TRUST
                            ----------------------
            (Exact name of registrant as specified in its charter)

          Maryland                                        04-3397866
-------------------------------          ---------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)


           Two Center Plaza, Suite 200, Boston, Massachusetts 02108
           --------------------------------------------------------
         (Address of principal executive offices, including zip code)


                                (617) 723-0900
           --------------------------------------------------------
             (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                      YES        X            NO  _______
                              -------

Indicate the number of shares outstanding of each of the registrant's classes of
Common Stock, as of the latest practicable date:  As of November 9, 2001,
41,251,871 Common Shares of Beneficial Interest, $.01 par value, of the
Registrant were outstanding.
<PAGE>

                         PART I. FINANCIAL INFORMATION


ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS


The accompanying unaudited consolidated condensed financial statements should be
read in conjunction with the 2000 Form 10-K of the registrant Cabot Industrial
Trust.  These consolidated condensed statements have been prepared in accordance
with the instructions of the Securities and Exchange Commission for Form 10-Q
and do not include all the information and footnotes required by generally
accepted accounting principles for complete financial statements.

In the opinion of Cabot Industrial Trust's management, all material adjustments
(consisting solely of items of a normal, recurring nature) considered necessary
for a fair presentation of results of operations for the interim period have
been included.  The results of consolidated operations for the period from
January 1, 2001 through September 30, 2001 are not necessarily indicative of the
results that may be expected for the period from January 1, 2001 through
December 31, 2001.
<PAGE>

                            CABOT INDUSTRIAL TRUST

                     CONSOLIDATED CONDENSED BALANCE SHEET
                As of September 30, 2001 and December 31, 2000
                       (in thousands, except share data)

<TABLE>
<CAPTION>
                                                                                         September 30, 2001     December 31, 2000
                                                                                         ------------------     -----------------
                                                                                             (unaudited)
<S>                                                                                      <C>                    <C>
ASSETS:

INVESTMENT IN REAL ESTATE:
Rental Properties                                                                          $    1,734,046         $     1,653,777
Less:  Accumulated Depreciation                                                                   (98,629)                (73,857)
                                                                                           --------------         ---------------
     Net Rental Properties                                                                      1,635,417               1,579,920
Properties under Development                                                                       80,855                  64,296
                                                                                           --------------         ---------------
                                                                                           $    1,716,272         $     1,644,216
                                                                                           --------------         ---------------

OTHER ASSETS:
Cash and Cash Equivalents                                                                  $          372         $         3,003
Rents and Other Receivables, net of allowance for uncollectible accounts of $1,319
     and $982 at September 30, 2001 and December 31, 2000, respectively                             4,932                   3,432
Deferred Rent Receivable                                                                           14,878                  11,573
Deferred Lease Acquisition Costs, net                                                              35,550                  34,288
Deferred Financing Costs, net                                                                       5,217                   5,460
Investment in and Advances to Related Party                                                         1,298                     750
Investment in and Notes Receivable from Joint Ventures                                             18,248                  12,518
Assets Held for Sale                                                                                    -                  35,882
Other Assets                                                                                        8,288                  16,837
                                                                                           --------------         ---------------

TOTAL ASSETS                                                                               $    1,805,055         $     1,767,959
                                                                                           ==============         ===============

LIABILITIES AND SHAREHOLDERS' EQUITY:

LIABILITIES:
Mortgage Debt                                                                              $      244,924         $       246,379
Unsecured Debt                                                                                    255,000                 255,000
Line of Credit Borrowings                                                                         180,500                 149,000
Accounts Payable                                                                                    1,550                   1,160
Accrued Real Estate Taxes                                                                          15,812                  11,385
Distributions Payable                                                                              16,725                  16,069
Tenant Security Deposits and Prepaid Rents                                                          9,456                  11,395
Other Liabilities                                                                                  27,735                  22,666
                                                                                           --------------         ---------------
                                                                                           $      751,702         $       713,054
                                                                                           --------------         ---------------

MINORITY INTEREST:
Preferred Unitholders                                                                      $      238,205         $       238,205
Limited Partner Unitholders                                                                        45,295                  56,920
                                                                                           --------------         ---------------
                                                                                           $      283,500         $       295,125
                                                                                           --------------         ---------------

SHAREHOLDERS' EQUITY:
Common Shares, $0.01 par value, 140,900,000 shares authorized;
     41,246,584 and 40,624,833 shares issued and outstanding at
     September 30, 2001 and December 31, 2000, respectively                                $          412         $           406
Paid-in Capital                                                                                   780,011                 768,303
Retained Deficit                                                                                   (8,076)                 (8,929)
Accumulated Other Comprehensive Income                                                             (2,494)                     --
                                                                                           --------------         ---------------

TOTAL SHAREHOLDERS' EQUITY                                                                 $      769,853         $       759,780
                                                                                           --------------         ---------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                 $    1,805,055         $     1,767,959
                                                                                           ==============         ===============
</TABLE>

  The accompanying notes are an integral part of these unaudited consolidated
                        condensed financial statements.

<PAGE>

                            CABOT INDUSTRIAL TRUST

                CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
     For the Three Months ended September 30, 2001 and September 30, 2000
               (unaudited, in thousands, except per share data)


<TABLE>
<CAPTION>
                                                                      Three Months Ended       Three Months Ended
                                                                      September 30, 2001       September 30, 2000
                                                                     --------------------     --------------------
<S>                                                                  <C>                       <C>
REVENUES:
Rental Income                                                           $        48,077           $        46,530
Tenant Reimbursements                                                             9,094                     7,947
                                                                      -----------------         -----------------
                Total Revenues                                          $        57,171           $        54,477
                                                                      -----------------         -----------------

EXPENSES:
Property Operating                                                      $         5,631           $         4,892
Property Taxes                                                                    6,902                     6,165
Depreciation and Amortization                                                    11,023                    10,709
Interest                                                                         11,222                    11,373
General and Administrative                                                        2,496                     2,473
                                                                      -----------------         -----------------
                Total Expenses                                          $        37,274           $        35,612
                                                                      -----------------         -----------------

OTHER INCOME:
Interest and Other Income                                               $           501           $           502
Earnings and Fees from Joint Ventures and Advisory Clients                          568                       189
Net Gain on Sale of Real Estate                                                      41                        --
                                                                      -----------------         -----------------
                                                                        $         1,110           $           691
                                                                      -----------------         -----------------

Income Before Minority Interest Expense                                 $        21,007           $        19,556

MINORITY INTEREST EXPENSE:
     Preferred Unitholders                                                       (5,294)                   (5,294)
     Limited Partner Unitholders                                                   (932)                     (996)
                                                                      -----------------         -----------------

Net Income                                                              $        14,781           $        13,266
                                                                      =================         =================

Earnings per Common Share:
    Basic                                                               $          0.36           $          0.33
                                                                      =================         =================
    Diluted                                                             $          0.36           $          0.33
                                                                      =================         =================

Weighted Average Common Shares:
    Basic                                                                        41,080                    40,624
                                                                      =================         =================
    Diluted                                                                      41,080                    40,624
                                                                      =================         =================
</TABLE>

  The accompanying notes are an integral part of these unaudited consolidated
                        condensed financial statements.
<PAGE>

                            CABOT INDUSTRIAL TRUST

                CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
      For the Nine Months ended September 30, 2001 and September 30, 2000
               (unaudited, in thousands, except per share data)


<TABLE>
<CAPTION>
                                                                       Nine Months Ended             Nine Months Ended
                                                                       September 30, 2001            September 30, 2000
                                                                    -----------------------        ----------------------
<S>                                                                <C>                              <C>
REVENUES:
Rental Income                                                            $      142,754                 $       134,273
Tenant Reimbursements                                                            26,794                          22,190
                                                                      -----------------               -----------------
                Total Revenues                                           $      169,548                 $       156,463
                                                                      -----------------               -----------------

EXPENSES:
Property Operating                                                       $       16,087                 $        14,143
Property Taxes                                                                   20,154                          18,085
Depreciation and Amortization                                                    31,811                          30,956
Interest                                                                         34,390                          31,383
General and Administrative                                                        7,718                           7,214
                                                                      -----------------               -----------------
                Total Expenses                                           $      110,160                 $       101,781
                                                                      -----------------               -----------------

OTHER INCOME:
Interest and Other Income                                                $        1,712                 $         1,267
Earnings and Fees from Joint Ventures and Advisory Clients                        1,829                             387
Net Gain on Sale of Real Estate                                                   2,455                              --
                                                                      -----------------               -----------------
                                                                         $        5,996                 $         1,654
                                                                      -----------------               -----------------

Income Before Minority Interest Expense                                  $       65,384                 $        56,336

MINORITY INTEREST EXPENSE:
     Preferred Unitholders                                                      (15,882)                        (14,410)
     Limited Partner Unitholders                                                 (3,266)                         (2,927)
                                                                      -----------------               -----------------

Net Income                                                               $       46,236                 $        38,999
                                                                      =================               =================

Earnings per Common Share:
    Basic                                                                $         1.13                 $          0.96
                                                                      =================               =================
    Diluted                                                              $         1.13                 $          0.96
                                                                      =================               =================

Weighted Average Common Shares:
    Basic                                                                        40,797                          40,621
                                                                      =================               =================
    Diluted                                                                      40,797                          40,621
                                                                      =================               =================
</TABLE>

  The accompanying notes are an integral part of these unaudited consolidated
                        condensed financial statements.
<PAGE>

                             CABOT INDUSTRIAL TRUST

                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
      For the Nine Months ended September 30, 2001 and September 30, 2000
                           (unaudited, in thousands)

<TABLE>
<CAPTION>
                                                                                         Nine Months Ended      Nine Months Ended
                                                                                         September 30, 2001     September 30, 2000
                                                                                        -------------------    --------------------
<S>                                                                                      <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income                                                                             $  46,236             $  38,999
     Adjustments to Reconcile Net Income to Cash Provided by Operating Activities:
             Depreciation and Amortization                                                     31,811                30,956
             Minority Interest Expense                                                         19,148                17,337
             Net Gain on Sale of Real Estate                                                   (2,455)                   --
             Straight Line Rent                                                                (3,304)               (4,381)
             Cabot Trust's Share of Net Income from Equity Investments                           (536)                 (248)
             Amortization of Deferred Financing Costs                                           1,439                   926
             (Increase) Decrease and Other Receivables                                         (1,500)                  733
             Increase in Accounts Payable                                                         447                    24
             Decrease (Increase) in Other Assets                                                1,120                (3,021)
             Increase in Accrued Real Estate Taxes                                              4,427                 2,787
             Increase in Other Liabilities                                                          1                 3,896
                                                                                          -----------            ----------

                     Net Cash Provided by Operating Activities                                 96,834                88,008
                                                                                          -----------            ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Property and Lease Acquisition Costs                                                     (62,811)             (175,683)
     Notes Receivable from Joint Ventures                                                         218                (9,600)
     Investment in Joint Ventures                                                              (5,766)               (2,081)
     Proceeds from Contribution of Real Estate to Joint Venture                                 5,070                    --
     Decrease (Increase) in Other Assets                                                        4,808                (1,611)
     Advances to Cabot Advisors, net                                                             (811)                 (905)
                                                                                          -----------            ----------

                     Net Cash Used in Investing Activities                                    (59,292)             (189,880)
                                                                                          -----------            ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Line of Credit Borrowings (Repayments), net                                               31,500               (23,000)
     Distributions Paid to Common Shareholders                                                (44,543)              (42,651)
     Distributions Paid to Minority Interests                                                 (19,156)              (15,154)
     Debt Principal Repayments                                                                 (6,935)               (3,095)
     Increase in Deferred Financing Costs                                                      (1,094)                 (976)
     Net Proceeds (Costs) of Common Share Issuance                                                 89                   (85)
     Proceeds From Issuance of Secured Debt                                                        --                62,427
     Proceeds From Issuance of Unsecured Debt                                                      --                55,000
     Proceeds from Issuances of Preferred Units, net                                               --                47,654
     Other                                                                                        (34)                   --
                                                                                          -----------            ----------

                      Net Cash (Used in) Provided by Financing Activities                     (40,173)               80,120
                                                                                          -----------            ----------

Net Decrease in Cash and Cash Equivalents                                                      (2,631)              (21,752)
                                                                                          -----------            ----------

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                                 3,003                22,007
                                                                                          -----------            ----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                                   $     372             $     255
                                                                                          ===========            ==========
Cash paid for interest, net of amounts capitalized                                          $  30,673             $  26,901
                                                                                          ===========            ==========
</TABLE>
<PAGE>

                            CABOT INDUSTRIAL TRUST

          CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (continued)
      For the Nine Months ended September 30, 2001 and September 30, 2000
                           (unaudited, in thousands)


DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

In conjunction with real estate acquisitions, Cabot Trust assumed $11,156 of
indebtedness during the nine months ended September 30, 2000.

In conjunction with the formation of a joint venture, Cabot Trust issued share
warrants with an estimated value of approximately $550 during the nine months
ended September 30, 2000.

In conjunction with the consolidation of a development project, Cabot Trust
assumed $5,480 of variable-rate construction debt and recorded real estate
assets of $6,045.

At September 30, 2001, accrued capital expenditures (including amounts included
in accounts payable) totaled $9,076, accrued offering costs totaled $795 and
accrued financing costs totaled $32.

At September 30, 2000, accrued capital expenditures (including amounts included
in accounts payable) totaled $12,954, accrued offering costs totaled $832 and
accrued financing costs totaled $123.



  The accompanying notes are an integral part of these unaudited consolidated
                        condensed financial statements.

<PAGE>

                            CABOT INDUSTRIAL TRUST

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              September 30, 2001


1.   General

Organization
Cabot Industrial Trust (Cabot Trust), a Maryland real estate investment trust,
was formed on October 10, 1997. Cabot Trust is the sole general partner of a
limited partnership, Cabot Industrial Properties, L.P. (Cabot L.P.), and
conducts substantially all of its business through Cabot L.P. As the general
partner of Cabot L.P., Cabot Trust has the exclusive power under the agreement
of limited partnership to manage and conduct the business of Cabot L.P., and
therefore Cabot Trust consolidates the financial results of Cabot L.P. for
financial reporting purposes.

As of September 30, 2001 Cabot Trust owned approximately 94% of the common
equity of Cabot L.P. The remaining 6%, which is owned by investors holding units
of limited partnership interest of Cabot L.P. (Units), is considered Minority
Interest, Limited Partner Unitholders. As of September 30, 2000 Cabot Trust
owned approximately 93% of Cabot L.P. after consideration of the outstanding
preferred units of limited partnership.

Cabot Trust is a fully integrated, internally managed real estate company formed
to continue and expand the national real estate business of Cabot Partners
Limited Partnership (Cabot Partners).  Cabot Trust qualifies as a real estate
investment trust (a REIT) for federal income tax purposes.

As of September 30, 2001, Cabot Trust owned 372 industrial properties located in
20 markets throughout the United States, containing approximately 41.9 million
rentable square feet.  These properties were approximately 93.7% leased to 728
tenants at September 30, 2001.  Cabot Trust and its affiliates also own 20%
interests in and provide acquisition, development, asset and property management
services to joint ventures (the Joint Ventures) with three institutional
partners, each of which invests in industrial multi-tenant and workspace
properties or develops bulk distribution properties.  Cabot Trust's investment
in Joint Ventures is included in Investment in and Notes Receivable from Joint
Ventures on the accompanying consolidated condensed balance sheet.  Income
earned from the Joint Ventures is accounted for under the equity method of
accounting and is included in Earnings and Fees from Joint Ventures and Advisory
Clients in the accompanying consolidated condensed statements of operations.

On October 28, 2001 Cabot Trust and Cabot L.P. entered into an Agreement and
Plan of Merger whereby Cabot Trust agreed to be acquired by CalWest
Industrial Properties, LLC (see Note 7).

2.   Significant Accounting Policies: Derivative Financial Instruments

Accounting Changes: Standards Implemented and Transition Adjustment

On January 1, 2001, Cabot Trust adopted Statement of Financial Accounting
Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended by SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities - an Amendment of FASB Statement No.
133". SFAS No. 133, as amended, requires companies to carry all derivative
instruments, including certain embedded derivatives, in the statement of
financial condition at fair value. The accounting for the changes in fair value
of a derivative instrument depends on whether it has been designated and
qualifies as part of a hedging relationship and, if so, on the
<PAGE>

                            CABOT INDUSTRIAL TRUST

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                              September 30, 2001


reason for holding it. Cabot Trust uses only qualifying hedges that are
designated specifically to reduce exposure to interest rate risk by hedging the
expected future cash payments on certain liabilities. This is typically
accomplished using an interest rate cap, collar or swap agreement. For financial
reporting purposes these transactions qualify as cash flow hedges and the gain
or loss on the effective portion of the interest rate hedge is recorded as a
component of equity, which becomes reclassified into earnings along with
payments on the hedged liability. The effectiveness of the hedging relationship
will be assessed each reporting period, and any ineffectiveness measured, if
applicable, will be included in earnings.

As of January 1, 2001, Cabot Trust recorded a net transition adjustment of
$287,000 in accumulated other comprehensive income (equity).  Adoption of the
standard also resulted in the recognition of $287,000 of derivative instrument
liabilities.  In general, the amount of volatility will vary with the level of
derivative activities during any period.

The following table summarizes, at September 30, 2001, the notional value and
fair value of Cabot Trust's derivative financial instruments. The notional value
at September 30, 2001 provides an indication of the extent of Cabot Trust's
involvement in these instruments at the time, but does not represent exposure to
credit, interest rate or market risks.


                                          Fixed
                      Notional Value  Interest Rate   Maturity     Fair Value
                      --------------  -------------  ----------  --------------

Interest Rate Swap     $  25,000,000      5.891%        2003     $  (1,331,000)
Interest Rate Swap        25,000,000      5.905%        2003        (1,338,000)


The Interest Rate Swaps indicated above are intended to limit the variable
nature of the LIBOR component of Cabot L.P.'s interest rate on an equivalent
amount of borrowings to 5.891% and 5.905% through October 2003. Cabot L.P.
entered into an interest rate cap arrangement relating to the Acquisition
Facility for a notional amount of $100 million for the period from October 1,
1999 through April 1, 2000. This arrangement resulted in limiting the variable
nature of the LIBOR component of Cabot L.P.'s interest rate on an equivalent
amount of borrowings to no more than 6.50% per annum.

Comprehensive Income
Comprehensive income combines net income and "other comprehensive items" that
represent certain amounts that are reported as components of shareholders'
equity in the accompanying consolidated condensed balance sheet, including
unrealized gains and losses on derivative instruments.

At September 30, 2001, the derivative instruments were reported at fair value of
$2,669,000 under Other Liabilities. Other Comprehensive Income reflects
unrealized losses of $2,494,000 after consideration of the impact of Minority
Interest.
<PAGE>

                            CABOT INDUSTRIAL TRUST

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                              September 30, 2001


3.   Property Acquisitions

During the period from July 1, 2001 through September 30, 2001, Cabot Trust
acquired the following industrial properties:

<TABLE>
<CAPTION>
                                                                                   Acquisition
        Property Location                Property Type         Square Feet             Cost
----------------------------------   --------------------    ----------------    ---------------
                                                                                  (in thousands)
<S>                                  <C>                     <C>                 <C>
South 266th Street, Kent, WA             Multi-tenant                92,400           $ 7,950
79th Avenue, Kent, WA                    Workspace                   35,872

West Southern Avenue, Tempe, AZ          Workspace                   43,449             9,325
West 24th Street, Tempe, AZ              Workspace                   36,000
West 24th Street, Tempe, AZ              Workspace                   22,400
West Geneva Street, Tempe, AZ            Workspace                   13,972
West Geneva Street, Tempe, AZ            Workspace                   12,246
West Geneva Street, Tempe, AZ            Workspace                   12,056

NW 70th Avenue, Miami, FL                Multi-tenant                91,000             4,950
                                                             ----------------    --------------

TOTALS                                                              359,395           $22,225
                                                             ================    ==============
</TABLE>


4.   Debt Activity

On October 24, 2000, Cabot L.P. obtained a $325 million unsecured line of credit
facility (the Acquisition Facility) replacing its previous $325 million credit
facility that was to mature in March 2001.  The credit facility matures in
October 2003, has a one-year extension option and a $50 million expansion
option.  The credit facility also includes certain financial and nonfinancial
covenants.  Cabot Trust is a guarantor of the facility.  The interest rate on
the Acquisition Facility for the nine months ended September 30, 2001 and 2000
was LIBOR plus 100 basis points (which includes a 20 basis point facility fee
beginning October 24, 2000).  As of November 9, 2001, the rate on the borrowings
at Cabot Trust's current credit rating is LIBOR plus 100 basis points.  At
September 30, 2001 and 2000, the interest rate on outstanding borrowings was
3.81% and 7.63%, respectively, without consideration of the interest rate swap
agreements previously discussed in Note 2.  The Acquisition Facility is used to
acquire and develop properties and for working capital purposes.

Cabot Trust assumed certain loans in connection with its formation, entered into
loan agreements during 1999 and 2000, and assumed certain loans in connection
with several real estate acquisitions, all
<PAGE>

                            CABOT INDUSTRIAL TRUST

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                              September 30, 2001

secured by certain existing real estate assets (collectively, the Mortgage
Loans). At September 30, 2001, the Mortgage Loans included amounts outstanding
under fixed-rate mortgages totaling $239.4 million with coupon interest rates
ranging from 7.25% - 9.67% and are secured by properties with a net book value
of $383.6 million. In addition, the Mortgage Loans also included one $5.5
million variable-rate construction loan secured by property with a net book
value of $8.1 million. As of September 30, 2001, the interest rate on
outstanding borrowings under the construction loan was 4.48%. Certain of the
debt assumed in connection with the acquisition of properties bears a coupon
interest rate that differed from the fair market value interest rate at the date
of acquisition. In accordance with generally accepted accounting principles,
such debt was recorded at fair market value and interest expense was recorded in
the accompanying consolidated condensed statements of operations based on the
fair market interest rate at the date of acquisition.

5. Earnings Per Share

In accordance with SFAS No. 128, "Earnings Per Share", basic earnings per share
have been computed by dividing net income by the weighted average number of
common shares of beneficial interest, par value $0.01 per share (Common Shares)
outstanding during each of the periods ended September 30, 2001 and 2000.

Diluted earnings per share have been computed considering the potentially
dilutive effect of the exercise of Unit options and warrants granted by Cabot
L.P. and Cabot Trust.  Basic and diluted earnings per share were calculated as
follows:

<TABLE>
<CAPTION>
                                                           Three Months Ended     Three Months Ended
                                                           September 30, 2001     September 30, 2000
                                                           ------------------     ------------------
<S>                                                        <C>                    <C>
Basic:
Net Income                                                    $ 14,781,000           $ 13,266,000
                                                              ------------           ------------
Weighted Average Common Shares                                  41,080,000             40,624,000
                                                              ------------           ------------
Basic Earnings per Common Share                               $       0.36           $       0.33
                                                              ============           ============

Diluted:
Net Income                                                    $ 14,781,000           $ 13,266,000
Effect of Unit Options                                            (129,000)               (27,000)
                                                              ------------           ------------
Income available to Common Shareholders, as adjusted          $ 14,652,000           $ 13,239,000
                                                              ------------           ------------
Weighted Average Common Shares                                  41,080,000             40,624,000
                                                              ------------           ------------
Diluted Earnings per Common Share                             $       0.36           $       0.33
                                                              ============           ============
</TABLE>
<PAGE>

                             CABOT INDUSTRIAL TRUST

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                              September 30, 2001

<TABLE>
<CAPTION>
                                                           Nine Months Ended      Nine Months Ended
                                                           September 30, 2001     September 30, 2000
                                                           ------------------     ------------------
<S>                                                        <C>                    <C>
Basic:
Net Income                                                    $ 46,236,000           $ 38,999,000
                                                              ------------           ------------
Weighted Average Common Shares                                  40,797,000             40,621,000
                                                              ------------           ------------
Basic Earnings per Common Share                               $       1.13           $       0.96
                                                              ============           ============

Diluted:
Net Income                                                    $ 46,236,000           $ 38,999,000
Effect of Unit Options                                            (200,000)               (58,000)
                                                              ------------           ------------
Income available to Common Shareholders, as adjusted          $ 46,036,000           $ 38,941,000
                                                              ------------           ------------
Weighted Average Common Shares                                  40,797,000             40,621,000
                                                              ------------           ------------
Diluted Earnings per Common Share                             $       1.13           $       0.96
                                                              ============           ============
</TABLE>

Approximately 5 million and 4 million options, which have been granted, are
excluded from the above calculations of diluted earnings per share for the three
and nine months ended September 30, 2001 and 2000, respectively, since the
impact of consideration of these options was anti-dilutive. In addition, 750,000
warrants granted in connection with the establishment of a joint venture were
excluded from the above calculation for both the three and nine months ended
September 30, 2001 since the impact of consideration of these warrants was anti-
dilutive.

6. Joint Venture Activity

Cabot Trust and its affiliates have entered into joint venture agreements
(collectively, the Joint Ventures) with three institutional partners targeted
towards investment in industrial multi-tenant and workspace properties and
development of bulk distribution properties.  Cabot Trust and its affiliates
entered into a joint venture agreement with J.P. Morgan Partners (formerly Chase
Capital Partners) on April 12, 2000.  Cabot Trust subsequently entered into
joint venture agreements with GE Capital Real Estate (GE) on September 5, 2000
and Teachers Insurance and Annuity Association - College Retirement Fund (TIAA-
CREF) on November 16, 2000.  In connection with the formation of the joint
venture with GE, Cabot Trust issued share warrants to purchase 750,000 Common
Shares to GE at an exercise price of $27.00 per share for a term of five years,
which had an estimated fair value of approximately $550,000 at the time of
issuance.  As of September 30, 2001, the investors have committed approximately
$211 million in equity to the Joint Ventures of which 20% has or will be funded
by Cabot L.P. or its affiliates.  As of September 30, 2001, the Joint Ventures
had acquired 27 industrial properties at a cost of approximately $103 million
and comprising approximately 1.7 million square feet, had one 573,000 square
foot project currently under development and had stabilized two other properties
that were under development, totaling approximately 640,000 square feet.

Cabot Trust earned, in the aggregate, approximately $927,000 in acquisition,
development and asset management fees from the Joint Ventures during the nine
months ended September 30, 2001.  In addition, Cabot Trust earned income of
approximately $618,000 from the Joint Ventures, which are accounted for under
the equity method of accounting.  These amounts are included in Earnings and
Fees from Joint Ventures and Advisory Clients in the accompanying consolidated
condensed statements of operations.

As of September 30, 2001, Cabot Trust and its affiliates provided financing to
the Joint Ventures in the form of a note receivable totaling $3,093,000.  This
note is expected to be repaid from the proceeds of the Joint Ventures' third
party financing.  During the nine months ended September 30, 2001,
<PAGE>

                            CABOT INDUSTRIAL TRUST

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                              September 30, 2001

Cabot L.P. and its affiliates earned $382,000 of interest income, which is
included in Interest and Other Income in the accompanying consolidated condensed
statement of operations, from this and other similar notes receivable provided
to the Joint Ventures.


7. Subsequent Events

On October 28, 2001, Cabot Trust, Cabot L.P., CalWest Industrial Properties,
LLC, a California limited liability company (CalWest), and Rooster Acquisition
Corp., a Maryland corporation (Rooster Acquisition), entered into an Agreement
and Plan of Merger (the Merger Agreement). Pursuant to the terms of the Merger
Agreement, CalWest and Rooster Acquisition have commenced a tender offer for all
of the Common Shares (including the related preferred share purchase rights) at
a price equal to $24.00 per share. If there is a successful completion of the
tender offer, Rooster Acquisition will be merged with and into Cabot Trust, and
each outstanding Common Share, other than those held by CalWest, will be
converted into the right to receive the same $24.00 price per share that is
offered in the tender offer. The consummation of the transactions contemplated
by the Merger Agreement is subject to customary conditions, and therefore, it is
possible that the transaction may not be completed as planned. In addition,
Cabot Trust and CalWest have entered into an Option Agreement dated as of
October 28, 2001 (the Option Agreement) pursuant to which Cabot Trust has
granted CalWest the right, in the event the tender offer is completed and under
other specified circumstances, to acquire newly issued Common Shares at a price
of $24.00 per share in an amount not to exceed 19.8% of the number of
outstanding Common Shares on the date the option is exercised.

In the event the transaction with CalWest is completed, total costs payable
under the employment and severance arrangements covering senior executives and
other employees in the event of a change in control, assuming the severance of
all employees, approximate $30.7 million.

In addition, the completion of the tender offer will result in the acceleration
of vesting of 2.7 million options and 656,000 distribution equivalent units
issued under Cabot Trust's option plans due to a change in control.

On November 2, 2001, Cabot Trust sold one property for a sales price of
approximately $5.5 million. This sale is expected to result in a net gain of
approximately $1 million.
<PAGE>

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

The statements contained in this discussion and elsewhere in this report that
are not historical facts are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.  These forward-looking statements are based on current
expectations, estimates and projections about the industry and markets in which
Cabot Trust operates, management's beliefs and assumptions made by management.
Words such as "expects", "anticipates", "intends", "plans", "believes", "seeks",
"estimates", and variations of such words and similar expressions are intended
to identify such forward-looking statements.  Such forward-looking statements
are not guarantees of future performance and involve risks and uncertainties.
Therefore, actual outcomes and results may differ materially from what is
expressed or suggested by such forward-looking statements.  Cabot Trust
undertakes no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.  Cabot
Trust's operating results depend primarily on income from industrial properties,
which may be affected by various factors, including changes in national and
local economic conditions, competitive market conditions, uncertainties and
costs related to and the imposition of conditions on receipt of governmental
approvals and costs of material and labor, all of which may cause actual results
to differ materially from what is expressed herein.  Capital and credit market
conditions, which affect Cabot Trust's cost of capital, also influence operating
results.

Introduction

Cabot Trust is an internally managed, fully integrated real estate company,
focused on serving a variety of industrial space users in the country's
principal commercial markets.  Cabot Trust owns and operates a diversified
portfolio of bulk distribution, multi-tenant distribution and "workspace" (light
industrial, R&D and similar facilities) properties throughout the United States.
As of September 30, 2001, Cabot Trust owned 372 industrial properties.  Cabot
Trust also owns 20% equity interests in and provides acquisition, development,
asset and property management services to three joint ventures (the Joint
Ventures), which invest in and develop industrial properties.

On October 28, 2001, Cabot Trust, Cabot L.P., CalWest Industrial Properties,
LLC, a California limited liability company (CalWest), and Rooster Acquisition
Corp., a Maryland corporation (Rooster Acquisition), entered into an Agreement
and Plan of Merger (the Merger Agreement). Pursuant to the terms of the Merger
Agreement, CalWest and Rooster Acquisition have commenced a tender offer for all
of the Common Shares (including the related preferred share purchase rights) at
a price equal to $24.00 per share. If there is a successful completion of the
tender offer, Rooster Acquisition will be merged with and into Cabot Trust, and
each outstanding Common Share, other than those held by CalWest, will be
converted into the right to receive the same $24.00 price per share that is
offered in the tender offer. The consummation of the transactions contemplated
by the Merger Agreement is subject to customary conditions, and therefore, it is
possible that the transactions may not be completed as planned. In addition,
Cabot Trust and CalWest have entered into an Option Agreement dated as of
October 28, 2001 (the Option Agreement) pursuant to which Cabot Trust has
granted CalWest the right, in the event the tender offer is completed and under
other specified circumstances, to acquire newly issued Common Shares at a price
of $24.00 per share in an amount not to exceed 19.8% of the number of
outstanding Common Shares on the date the option is exercised.

In the event the transaction with CalWest is completed, total costs payable
under the employment and severance arrangements covering senior executives and
other employees in the event of a change in control, assuming the severance of
all employees, approximate $30.7 million.

In addition, the completion of the tender offer will result in the
acceleration of vesting of 2.7 million options and 656,000 distribution
equivalent units issued under Cabot Trust's option plans due to a change in
control.

Results of Operations

Quarter Ended September 30, 2001 compared with Quarter Ended September 30, 2000
Net income allocable to common shareholders for the quarter ended September 30,
2001 totaled $14.8 million or $0.36 per share, compared with $13.3 million or
$0.33 per share for the quarter ended September 30, 2000.  The increase in net
income in 2001 of approximately $1.5 million is primarily due to increased
income related to acquisitions, development properties placed into service, and
fees from and income generated by the Joint Ventures offset by the operations of
properties disposed of and increased depreciation and amortization.

Rental revenues were $57.2 million, including tenant reimbursements of $9.1
million, for the quarter ended September 30, 2001, compared with $54.5 million,
including tenant reimbursements of $7.9 million, for the quarter ended September
30, 2000.  Total rental revenue of $51.8 million and $51.4 million was generated
in 2001 and 2000, respectively, by the properties owned as of July 1, 2000, and
still owned as of September 30, 2001, (the Quarterly Baseline Properties) and
total rental revenue of
<PAGE>

$4.8 million and $1.2 million in 2001 and 2000, respectively, was generated by
the properties acquired or developed subsequent to June 30, 2000. The remainder
of total rental revenue relates to properties sold in 2001 and 2000. The growth
in rental revenue for the Quarterly Baseline Properties is primarily
attributable to rental increases for new leases, extensions and renewals.

The operating margin (the ratio of total revenues minus property operating and
property tax expenses to total revenues) decreased to approximately 78% for the
quarter ended September 30, 2001 compared with 80% for the quarter ended
September 30, 2000. The decrease is primarily due to the decline in average
occupancy from 97.9% for the quarter ended September 30, 2000 to 94.3% for the
quarter ended September 30, 2001 and an increase in the provision for
uncollectible accounts during the quarter ended September 30, 2001.

Depreciation and amortization related to real estate assets totaled $11.0
million and $10.7 million for the quarters ended September 30, 2001 and 2000,
respectively.  The increase reflects the acquisition of real estate assets, the
placement of development properties into service, and additional deferred lease
acquisition costs offset by decreased depreciation related to properties sold.

Interest expense of $11.2 million for the quarter ended September 30, 2001
represents interest incurred on $200.0 million of unsecured debt issued in May
1999, an additional $55.0 million of unsecured debt issued in September 2000,
borrowings under Cabot L.P.'s Acquisition Facility and an average of $241.4
million of fixed-rate secured debt and interest expense incurred on a $5.5
million variable-rate construction loan, net of $1.3 million of interest
capitalized to development projects. Interest expense of $11.4 million for the
quarter ended September 30, 2000 represents interest incurred on $200.0 million
of unsecured debt issued in May 1999, an additional $55.0 million of unsecured
debt issued in September 2000, borrowings under Cabot L.P.'s Acquisition
Facility and an average of $234.5 million of fixed-rate secured debt, net of
$800,000 of interest capitalized to development projects.

General and administrative expense remained unchanged at $2.5 million for the
quarters ended September 30, 2001 and 2000.  As a percentage of rental revenues,
general and administrative expense decreased to 4.4% for the quarter ended
September 30, 2001 from 4.5% for the quarter ended September 30, 2000.

Interest and other income, which consists primarily of interest earned on Cabot
Trust's invested cash balances, advances to the Joint Ventures, and earnings of
Cabot Advisors, decreased slightly to $501,000 from $502,000 for the quarter
ended September 30, 2001, compared to the quarter ended September 30, 2000.
Interest and Other Income reported for the quarter ended September 30, 2001
includes interest income earned on the proceeds received from the sales of
property used subsequently to acquire additional real estate assets and fees
earned from the development of property in joint ventures offset by a decrease
in earnings from Cabot Advisors and decreased interest income earned on invested
cash balances compared to the quarter ended September 30, 2000.

Earnings and Fees from Joint Ventures and Advisory Clients consists primarily of
acquisition, development and asset management fees of $232,000 earned from Joint
Venture arrangements and earnings from Joint Ventures accounted for under the
equity method of $267,000 for the quarter ended September 30, 2001. During the
quarter ended September 30, 2000, Cabot Trust earned acquisition, development
and asset management fees of $171,000 from Joint Venture arrangements and
recorded earnings from Joint Ventures of $18,000. The increase in earnings from
Joint Ventures is primarily due to an increase in the number of properties owned
by the Joint Ventures from 14 to 30 at the end of each period.

<PAGE>

Minority interest expense represents net income allocable to holders of Cabot
L.P. Units and Cumulative Redeemable Perpetual Preferred Units. At
September 30, 2001, Cabot Trust owned approximately 94% of Cabot L.P. and the
minority common equity ownership interest was approximately 6%. During the
quarter ended September 30, 2001 the average minority common equity ownership
interest was 6% compared to 7% for the quarter ended September 30, 2000.
Dividends accruable to preferred unitholders, totaled $5.3 million for each of
the quarters ended September 30, 2001 and September 30, 2000.

Nine Months Ended September 30, 2001 compared with the Nine Months Ended
September 30, 2000

Net income allocable to common shareholders for the nine months ended September
30, 2001 totaled $46.2 million or $1.13 per share, compared with $39.0 million
or $0.96 per share for the nine months ended September 30, 2000.  The 2001
results include a gain on sale of real estate of $2.5 million, but there were no
significant gains or losses on sales during the nine months ended September 30,
2000.  After consideration of the impact of the gain on sale of property in
2001, the increase in net income in 2001 of approximately $4.8 million is
primarily due to increased income related to acquisitions, development
properties placed into service, additional income generated by the company's
properties (including a significant increase in termination payments - see below
for further discussion) and fees from and income generated by the Joint Ventures
offset by the operations of properties disposed of, increased depreciation and
amortization, interest expense and minority interest expense related primarily
to preferred unitholders.

Rental revenues were $169.5 million, including tenant reimbursements of $26.8
million, for the nine months ended September 30, 2001, compared with $156.5
million, including tenant reimbursements of $22.2 million, for the nine months
ended September 30, 2000.  Total rental revenue of $143.4 million and $139.9
million was generated in 2001 and 2000, respectively, by the properties owned as
of January 1, 2000, and still owned as of September 30, 2001, (the Baseline
Properties) and total rental revenue of $24.5 million and $10.8 million in 2001
and 2000, respectively, was generated by the properties acquired or developed
subsequent to December 31, 1999.  The remainder of total rental revenue relates
to properties sold in 2001 and 2000.  The growth in rental revenue for Baseline
Properties is primarily attributable to rental increases for new leases,
extensions and renewals and an increase of approximately $1 million in
termination payments, due primarily to a significant termination payment earned
during the nine months ended September 30, 2001.

The operating margin (the ratio of total revenues minus property operating and
property tax expenses to total revenues) remained unchanged at 79% for the nine
months ended September 30, 2001 and 2000.

Depreciation and amortization related to real estate assets totaled $31.8
million and $31.0 million for the nine months ended September 30, 2001 and 2000,
respectively.  The increase reflects the acquisition of real estate assets, the
placement of development properties into service and additional deferred lease
acquisition costs offset by decreased depreciation related to properties sold.

Interest expense of $34.4 million for the nine months ended September 30, 2001
represents interest incurred on $200.0 million of unsecured debt issued in May
1999, an additional $55.0 million of unsecured debt issued in September 2000,
borrowings under Cabot L.P.'s Acquisition Facility and an average of $243.9
million of fixed-rate secured debt and interest expense incurred on a $5.5
million variable-rate construction loan, net of $3.3 million of interest
capitalized to development projects. Interest expense of $31.4 million for the
nine months ended September 30, 2000 represents interest incurred on $200.0
million of unsecured debt issued in May 1999, an additional $55.0 million of
unsecured debt issued in September 2000, borrowings under Cabot

<PAGE>

L.P.'s Acquisition Facility and an average of $191.4 million of fixed-rate
secured debt, net of $2.6 million of interest capitalized to development
projects.

General and administrative expense increased by $504,000 to $7.7 million for the
nine months ended September 30, 2001.  The increase is primarily due to an
increase in personnel to manage the acquisition, development, asset management
and financing activity resulting from the increase in the number of Cabot
Trust's properties from 353 to 372 at the end of each period.  As a percentage
of rental revenues, general and administrative expense remained unchanged at
4.6% for the each of the nine months ended September 30, 2001 and 2000.

Interest and other income, which consists primarily of interest earned on Cabot
Trust's invested cash balances, advances to the Joint Ventures, and earnings of
Cabot Advisors, increased to $1.7 million from $1.3 for the nine months ended
September 30, 2001, compared to the nine months ended September 30, 2000. The
increase is primarily due to interest income from financing provided by Cabot
L.P. to the Joint Ventures, fees earned from development of property in joint
ventures and interest income earned on the proceeds received from the sales of
property used subsequently to acquire additional real estate assets offset by a
decrease in earnings from Cabot Advisors and decreased interest earned on
invested cash balances compared to the nine months ended September 30, 2000.

Earnings and Fees from Joint Ventures and Advisory Clients consists of
acquisition, development and asset management fees of $1.2 million earned from
Joint Venture arrangements as well as from third party clients and earnings from
Joint Ventures accounted for under the equity method of $618,000 for the nine
months ended September 30, 2001. During the nine months ended September 30,
2000, Cabot Trust earned acquisition, development and asset management fees of
$349,000 from Joint Venture arrangements and recorded earnings from Joint
Ventures of $38,000. The increase in earnings and fees from Joint Ventures is
primarily due to an increase in the number of properties owned by the Joint
Ventures from 14 to 30 at the end of each period.

During the nine months ended September 30, 2001, Cabot Trust sold eight
properties resulting in a net Gain on Sale of Real Estate of $2.5 million.
There were no significant sales during the nine months ended September 30, 2000.

Minority interest expense represents net income allocable to holders of Cabot
L.P. Units and Cumulative Redeemable Perpetual Preferred Units. At September 30,
2001, Cabot Trust owned approximately 94% of Cabot L.P. and the minority common
equity ownership interest was approximately 6%. During the nine months ended
September 30, 2001 and 2000 the average minority common equity ownership
interest was 7%. Dividends accruable to preferred unitholders, totaled $15.9
million and $14.4 million for the nine months ended September 30, 2001 and
September 30, 2000, respectively. The increase in minority interest expense
related to preferred unitholders is due to the issuance of additional Cumulative
Redeemable Perpetual Preferred Equity.


Capital Resources and Liquidity
Cabot Trust intends to rely on cash provided by operations, unsecured and
secured borrowings from institutional sources and public debt as its primary
sources of funding for acquisition, development, joint venture investment and
expansion and renovation of properties.  Cabot Trust may also consider equity
financing when such financing is available on attractive terms.  Cabot Trust
also expects acquisitions to
<PAGE>

be funded from reinvestment of proceeds from sales of property via tax-free
exchanges under Section 1031 of the Internal Revenue Code.

On September 7, 2000, Cabot L.P. established a Medium Term Note program to issue
up to $200 million of notes payable. On September 12, 2000, Cabot L.P. issued
$40 million of notes payable with a coupon interest rate of 8.5% due September
15, 2010. On September 18, 2000, Cabot L.P. issued an additional $15 million of
notes payable with an 8.2% coupon interest rate, due September 15, 2005.

As of September 30, 2001, Cabot L.P. had issued an aggregate of $245 million of
Cumulative Redeemable Perpetual Preferred Units in seven separate transactions
in 1999 and 2000.  The net proceeds from these transactions were $238.2 million,
which were used to pay down outstanding balances under the Acquisition Facility.
These Cumulative Redeemable Perpetual Preferred Units are callable by Cabot L.P.
at par on or after the fifth anniversary of their respective issuance dates.

On October 24, 2000, Cabot L.P. obtained a $325 million unsecured line of credit
facility replacing its previous $325 million credit facility that was to mature
in March 2001.  The credit facility matures in October 2003 and has a one-year
extension option and a $50 million expansion option.  The new credit facility
also includes certain financial and nonfinancial covenants.  Cabot Trust is a
guarantor of the facility.   The rate on the borrowings at Cabot Trust's current
credit rating is LIBOR plus 100 basis points. The Acquisition Facility is used
to fund property acquisitions, development activities, building expansions,
tenant leasing costs and for other general corporate purposes.    Cabot Trust
believes cash flow from operations not distributed to Shareholders and
Unitholders will be sufficient to cover tenant allowances and costs associated
with renewal or replacement of current tenants as their leases expire and
recurring non-incremental revenue generating capital expenditures.

As of September 30, 2001, Cabot Trust had $239.4 million of fixed-rate debt
secured by properties, $5.5 million of construction debt, $180.5 million of
unsecured borrowings under its Acquisition Facility, $255.0 million of unsecured
debt and a 37.8% debt-to-total market capitalization ratio.  The debt-to-total
market capitalization ratio is calculated based on Cabot Trust's total
consolidated debt as a percentage of the sum of the market value of its
outstanding Common Shares and Units (excluding those held by Cabot Trust), the
liquidation value of Perpetual Preferred Units and total debt at September 30,
2001.

Cabot Trust and its affiliates have entered into joint venture agreements
(collectively, the Joint Ventures) with three institutional partners targeted
towards investment in industrial multi-tenant and workspace properties and
development of bulk distribution properties.  Cabot Trust and its affiliates
entered into joint ventures with J.P. Morgan Partners (formerly Chase Capital
Partners) on April 12, 2000.  Cabot Trust subsequently entered into joint
venture agreements with GE Capital Real Estate (GE) on September 5, 2000 and
Teachers Insurance and Annuity Association - College Retirement Fund   (TIAA-
CREF) on November 16, 2000.  Share warrants with an estimated value of
approximately $550,000 were issued to GE in connection with the formation of the
Joint Ventures.  As of September 30, 2001, these ventures had acquired 27
industrial properties at a cost of approximately $103 million and comprising
approximately 1.7 million square feet, had one 573,000 square foot project
currently under development and had stabilized two other properties that were
under development, totaling approximately 640,000 square feet.  As of September
30, 2001, the investors have committed approximately $211 million in equity to
the ventures of which 20% has or will be funded by Cabot Trust.

On November 2, 2001, Cabot Trust sold one property for a sales price of
approximately $5.5 million. This sale is expected to result in a net gain of
approximatley $1 million.

<PAGE>


Cash and cash equivalents totaled $372,000 at September 30, 2001. Cash provided
by operating activities for the nine months ended September 30, 2001 was $96.8
million.


Ratio of Earnings to Fixed Charges

We have computed the ratios of earnings to fixed charges and preferred
distributions by dividing income from continuing operations, plus fixed charges,
plus amortization of capitalized interest, plus distributed income of equity
investees, less earnings of equity investees, less interest capitalized, by
fixed charges.  Fixed charges consist of interest costs, whether expensed or
capitalized, the interest component of rental expense and amortization of debt
premiums, discounts and issuance costs and preferred distributions.

The ratio of earnings to fixed charges was 1.81x for the three months ended
September 30, 2001 compared to 1.76x for the three months ended September 30,
2000. The increase is primarily due to increased income related to acquisitions,
development properties placed into service, fees and income generated by the
Joint Ventures and the gain on sale of property, offset by the operations of
properties disposed of and increased depreciation and amortization as discussed
in the "Results of Operations" above.

The ratio of earnings to fixed charges was 1.86x for the nine months ended
September 30, 2001 compared to 1.81x for the nine months ended September 30,
2000.  The increase is primarily due to increased income related to
acquisitions, development properties placed into service, additional income
generated by Cabot Trust's properties (including a significant increase in
termination payments), fees and income generated by the Joint Ventures and the
gain on sale of property, offset by the operations of properties disposed of, an
increase in minority interest expense, preferred unitholders and an increase in
interest expense and depreciation and amortization as discussed in the "Results
of Operations" above.



<PAGE>

ITEM 3. QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Cabot Trust's exposure to market risk has not changed materially from its
exposure at December 31, 2000.
<PAGE>

                          Part II. OTHER INFORMATION


Item 1.    Legal Proceedings
               Not Applicable

Item 2.    Changes in Securities and Use of Proceeds
               Not Applicable

Item 3.    Defaults Upon Senior Securities
               Not Applicable

Item 4.    Submission of Matters to a Vote of Security Holders.
               Not Applicable

Item 5.    Other Information
               Not Applicable

Item 6.    Exhibits and Reports on Form 8-K

               (a)  Exhibits

                       2.1    Agreement and Plan of Merger, dated as of October
                              28, 2001, by and among CalWest Industrial
                              Properties, LLC, Rooster Acquisition Corp., Cabot
                              Industrial Trust and Cabot Industrial Properties,
                              L.P. Incorporated by reference to exhibit 2.1 to
                              Cabot Trust's 8-K filed on October 30, 2001.

                      10.1    Option Agreement, dated as of October 28, 2001,
                              between Cabot Industrial Trust and CalWest
                              Industrial Properties, LLC. Incorporated by
                              reference to exhibit 10.1 to Cabot Trust's 8-K
                              filed on October 30, 2001.

                      99.1    Press Release dated as of October 28, 2001.
                              Incorporated by reference to exhibit 99.1 to Cabot
                              Trust's 8-K filed on October 30, 2001


               (b)  Reports on Form 8-K

                      On October 30, 2001, Cabot Trust filed a Form 8-K dated
                      October 29, 2001, to report information under Item 5 of
                      Form 8-K, including documents relating to an Agreement and
                      Plan of Merger between Cabot Industrial Trust, Cabot
                      Industrial Properties, L.P., CalWest Industrial
                      Properties, LLC and Rooster Acquisition Corp.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized as of the 13th day of November 2001.


                                   CABOT INDUSTRIAL TRUST
                                   --------------------------------------
                                   Registrant


November 13, 2001                  /s/ Neil E. Waisnor
-------------------------          --------------------------------------
        Date                       Neil E. Waisnor
                                   Senior Vice President-Finance, Treasurer,
                                   Secretary


November 13, 2001                  /s/ Robert E. Patterson
-------------------------          --------------------------------------
        Date                       Robert E. Patterson
                                   President