<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:  March 31, 1998       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 May 11, 1998, 18,586,764 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 1997 Form 10-K of the registrant (the "Company").
These consolidated condensed statements have been prepared in accordance with
the instructions of the Securities and Exchange Commission 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 the Company'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, 1998
through March 31, 1998 are not necessarily indicative of the results that may be
expected for the period from January 1, 1998 through December 31, 1998.
<PAGE>
 
                            CABOT INDUSTRIAL TRUST

                     CONSOLIDATED CONDENSED BALANCE SHEET
                  As of March 31, 1998 and December 31, 1997
                   (dollars in thousands, except share data)

<TABLE>
<CAPTION>
ASSETS:                                                              March 31,    December 31,
                                                                        1998          1997
                                                                    -----------    ----------
                                                                    (unaudited)
<S>                                                               <C>            <C>    
INVESTMENT IN REAL ESTATE:                                                         
Rental Properties                                                       840,041     $      --
Less:  Accumulated Depreciation                                          (2,670)           --
Land Held for Development                                                   669            --
                                                                    -----------    ----------
                                                                     $  838,040     $      --
                                                                    -----------    ----------
OTHER ASSETS:                                                                      
Cash and Cash Equivalents                                            $    1,313     $       1
Rents and Other Receivables                                               1,603            --
Deferred Rent Receivable                                                    396            --
Deferred Lease Acquisition Costs, Net                                    12,465            --
Deferred Financing Costs, Net                                             1,477            --
Due from Related Party                                                      196            --
Other Assets                                                                734         3,480
                                                                    -----------    ----------
TOTAL ASSETS                                                         $  856,224     $   3,481
                                                                    ===========    ==========
                                                                                   
LIABILITIES AND SHAREHOLDERS' EQUITY:                                              
                                                                                   
LIABILITIES:                                                                       
Mortgage Debt                                                        $   13,445     $      --
Accounts Payable                                                          1,094         2,255
Due to Related Party                                                         34         1,225
Accrued Real Estate Taxes                                                 2,875            --
Other Liabilities                                                        14,597            --
                                                                    -----------    ----------
                                                                     $   32,045     $   3,480
                                                                    -----------    ----------
                                                                                   
MINORITY INTEREST                                                    $  471,430     $      --
                                                                    -----------    ----------
                                                                                   
SHAREHOLDERS' EQUITY:                                                              
    Common Shares, $0.01 par value, 150,000,000 shares authorized,                 
    18,586,764 shares issued and outstanding at March 31, 1998                     
    and 50 shares issued and outstanding at December 31, 1997        $      186            --
Paid in Capital                                                         349,085             1
Retained Earnings                                                         3,478            --
                                                                    -----------    ----------
                                                                                   
TOTAL SHAREHOLDERS' EQUITY                                           $  352,749     $       1
                                                                    -----------    ----------
                                                                                   
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                           $  856,224     $   3,481
                                                                    ===========    ==========
</TABLE>
<PAGE>
 
                               CABOT INDUSTRIAL TRUST

                   CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                     For the Three Months ended March 31, 1998
                (unaudited, dollars in thousands, except share data)

<TABLE>

<S>                                          <C>   
REVENUES:
Rental Income                                  $12,842
Tenant Reimbursements                            1,891
                                              --------   
                                                14,733
EXPENSES:                          
Property Operating                             $ 1,042
Property Taxes                                   1,642
Depreciation and Amortization                    3,174
General and Administrative                       1,068
Interest Expense                                   155
                                              -------- 
         Total Expenses                        $ 7,081
Interest and Other Income                          474
                                              --------   
Income Before Minority Interest                  8,126
Minority Interest Expense                       (4,648)
                                              --------
Net Income                                     $ 3,478
                                              ========
                                   
Earnings per Share:                
    Basic                                      $   .19
                                              ========                 
    Diluted                                    $   .19
                                              ======== 
                                   
Weighted Average Shares:           
    Basic                                       18,587
                                              ========
    Diluted                                     18,587
                                              ======== 
</TABLE>
<PAGE>
 
                             CABOT INDUSTRIAL TRUST
 
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                   For the Three Months ended March 31, 1998
               (unaudited, dollars in thousands, except share data)
 
CASH FLOWS FROM OPERATING ACTIVITIES:
<TABLE>
<S>                                                                                   <C> 
Net Income                                                                            $   3,478
     Adjustments to reconcile net income to cash provided by operating                  
      activities:                                                                       
          Depreciation and Amortization                                                   3,174
          Straight Line Rent Adjustment                                                    (396)
          Minority Interest Expense                                                       4,648
          Increase in Rents and Other Receivables                                        (1,603)
          Increase in Accounts Payable                                                    1,027
          Increase in Other Assets                                                         (930)
          Increase in Accrued Real Estate Taxes                                           2,875
          Increase in Other Liabilities                                                   3,732
                                                                                    -----------
                                                                                        
Net Cash Provided by Operating Activities                                             $  16,005
                                                                                    -----------
                                                                                        
CASH FLOWS FROM INVESTING ACTIVITIES:                                                   
Property and Lease Acquisition Costs                                                  $(178,414)
Improvements to Real Estate                                                                (147)
                                                                                    -----------
                                                                                        
Net Cash Used in Investing Activities                                                 $(178,561)
                                                                                    -----------
                                                                                        
CASH FLOWS FROM FINANCING ACTIVITIES:                                                   
Increase in Deferred Financing Costs                                                  $  (1,469)
Debt Principal Repayments                                                               (13,267)
Proceeds from the Issuance of Common Shares and Partnership Units, net                  179,821
Repurchase of Partnership Units                                                          (1,217)
                                                                                    -----------
                                                                                        
Net Cash Provided by Financing Activities                                             $ 163,868
                                                                                    -----------
                                                                                        
Net Increase in Cash and Cash Equivalents                                             $   1,312
                                                                                    -----------
CASH AND CASH EQUIVALENTS-BEGINNING OF PERIOD                                         $       1
                                                                                    -----------
                                                                                        
CASH AND CASH EQUIVALENTS- END OF PERIOD                                              $   1,313
                                                                                    ===========
                                                                                        
                                                                                        
Cash paid for interest                                                                $     155
                                                                                    ===========
 
</TABLE> 
DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

  In conjunction with the Offering and Formation Transactions, the Company
  assumed $18,413 of indebtedness and issued 33,850,000 Common Shares and
  Partnership Units in exchange for real estate assets and the advisory business
  of Cabot Partners valued at $659,072 and $77, respectively.
   
  In conjunction with the acquisition of certain real estate, the Company 
  assumed $8,299 of indebtedness.
 
  At March 31, 1998, accrued capital expenditures (including amounts included in
  accounts payable) totaled $7,758, accrued offering costs totaled $3,160 and
  accrued financing costs totaled $14.
<PAGE>
 
                               CABOT INDUSTRIAL TRUST

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             As of March 31, 1998
               (unaudited, dollars in thousands, except share data)
1.   General

Organization

Cabot Industrial Trust (the Company), a Maryland real estate investment trust,
was formed on October 10, 1997.  The Company is the managing general partner of
a newly formed limited partnership, Cabot Industrial Properties, L.P. (the
Operating Partnership), and will conduct substantially all of its business
through the Operating Partnership.  As the general partner of the Operating
Partnership, the Company has the exclusive power under the agreement of limited
partnership to manage and conduct the business of the Operating Partnership, and
therefore the Company consolidates the results of the Operating Partnership for
financial reporting purposes.  The Company 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).  The
Company expects to qualify as a real estate investment trust (a REIT) for
federal income tax purposes.

The Company and the Operating Partnership had no operations from inception
through February 4, 1998  (See Note 2).

Use 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 reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Cash Equivalents

The Company considers all short-term investments with an original maturity of
three months or less to be cash equivalents.

Rental Income

All leases are classified as operating leases.  Certain leases provide for
minimum rent payments that increase during the term of the lease and tenant
occupancy during periods for which no rent is due.  The Company records rental
income for the full term of each lease on a straight-line basis.  As of March
31, 1998, the receivables from tenants, net of reserves, which the Company
expects to collect over the remaining life of the leases rather than currently
(Deferred Rent) was $396.  Deferred Rent is not recognized for income tax
purposes until received.

2.   The Formation Transactions, The Offerings and Ownership

Initial Capitalization

The initial capitalization of the Company consisted of 50 shares of common
stock, par value $.01 per share, issued for a total consideration of $1. In
connection with the Formation Transactions and Offerings (described below), the
Company issued an additional 18,586,714 shares of common stock.

The Formation Transactions

On February 4, 1998, under a Contribution Agreement executed by the Company, the
Operating Partnership, Cabot Partners, and various other contributors, 122 real
estate properties, certain real estate advisory contracts and other assets were
(i) contributed to the Operating Partnership in exchange for Units in the
Operating Partnership that may, subject to certain restrictions, be exchanged
for common shares of the Company or (ii) contributed to the Company in exchange
for common shares.  The properties contributed to the Company were contributed
to the Operating Partnership in exchange for the number of general partnership
Units in the Operating Partnership equal to the number of common shares
exchanged for the property.

The Operating Partnership contributed the real estate advisory contracts to
Cabot Advisors, Inc. (the Management Company) and received 100% of the non-
voting preferred stock of the Management Company, which entitles it to 95% of
the Management Company's net operating cash flow.  All of the common stock of
the Management Company is owned by an officer of the Company.
<PAGE>
 
                               CABOT INDUSTRIAL TRUST

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               As of  March 31, 1998
               (unaudited, dollars in thousands, except share data)


At March 31, 1998, the Company owned 42.8% of the Operating Partnership.  The
remaining 57.2%, which is owned by investors that elected to receive Operating
Partnership Units, is considered minority interest.

The Offerings

On February 4, 1998, the Company completed the offering of 8,625,000 common
shares of beneficial interest (Common Shares) at an offering price of $20.00 per
share.  In addition, the Company issued 1,000,000 Common Shares to a single
investor in a private offering at $20.00 per share (collectively, the
Offerings).  The Company contributed the net proceeds of the Offerings to the
Operating Partnership in exchange for the number of general partnership
interests in the Operating Partnership equal to the number of Common Shares sold
in the Offerings.

The Company has incurred costs related to the Formation Transactions and the
Offerings totaling $24,552, of which $7,730 remained unpaid at March 31, 1998.
Approximately $1,228 of these costs were paid by Cabot Partners.  The Company
has paid Cabot Partners $1,194 as direct reimbursement for costs paid to third
parties relating to these transactions and $34 remains payable to Cabot Partners
at March 31, 1998.

Initial Dividend

On April 8, 1998 the Company and the Operating Partnership declared a dividend
payable on April 30, 1998 to Shareholders or Unitholders of record as of April
22, 1998, of $.202 per Share/Unit.

3.  Income Taxes

The Company intends to make an election to be taxed as a REIT under Sections 856
through 860 of the Internal Revenue Code of 1986, as amended (the Code).  As a
REIT, the Company generally will not be subject to federal income tax if it
distributes at least 95% of its taxable income for each tax year to its
shareholders.  REITs are subject to a number of organizational and operational
requirements.  If the Company fails to qualify as a REIT in any taxable year,
the Company will be subject to federal income tax (including any applicable
alternative minimum tax) on its taxable income at regular corporate tax rates.
Even if the Company qualifies for taxation as a REIT, the Company may be subject
to state and local income taxes and to federal income tax and excise tax on its
undistributed income.

4.  Debt Facilities

The Mortgage Loans

The Company acquired certain loans in connection with the Formation Transactions
and assumed certain loans in conjunction with subsequent real estate
acquisitions (the Mortgage Loans).  The Mortgage Loans bear interest at annual
rates ranging from 7.95% to  8.875%  and are secured by certain of the Company's
properties with a net book value of $26,833 as of March 31, 1998.

The Acquisition Facility

On March 16, 1998, the Operating Partnership entered into a $325 million
unsecured revolving line of credit (the Acquisition Facility).  The Acquisition
Facility matures on March 16, 2001 and the interest rate ranges from LIBOR
plus 75 basis points to LIBOR plus 125 basis points depending on the Operating
Partnership's loan-to-value ratio.  The Acquisition Facility is intended to be
used to acquire and develop properties and for working capital purposes.

The Company did not use the Acquisition Facility in the quarter ended 
March 31, 1998.
<PAGE>
 
                               CABOT INDUSTRIAL TRUST

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             As of March 31, 1998
              (unaudited, dollars in thousands, except share data)


5.  Investment in Real Estate

In accordance with generally accepted accounting principles, the Company has
accounted for the Formation Transactions using the purchase method of
accounting.  As such, the assets and liabilities acquired in connection with the
Formation Transactions  are recorded at the fair value of the consideration
surrendered and liabilities assumed, except for the net assets contributed by
Cabot Partners, the sponsor and organizer, which were recorded at carryover
historical cost basis.  The acquisition cost was then allocated to all
identifiable assets based upon their individual estimated fair market values.
The following is a summary of the acquisition cost recorded in connection with
the Formation Transactions:

<TABLE>
<S>                                                                     <C> 
Fair value of the Company's Common Shares and
   the Operating Partnership's Units, based on the
   February 4, 1998 value of $20 per share/unit, issued
   to the Contributing Investors (except Cabot Partners)                  $640,608
Value of Partnership Units issued to Cabot Partners,
   recorded at carryover historical cost basis                                  77
Mortgage debt assumed                                                       18,413
Other acquisition costs and liabilities assumed                              8,713
                                                                        ----------
Acquisition cost basis                                                    $667,811
                                                                        ==========
Acquisition cost basis allocated to:                                 
Land                                                                      $125,850
Buildings                                                                  529,498
Lease Acquisition Costs                                                     12,412
                                                                        ----------
Acquisition cost basis allocated to Real Estate                      
   as a result of the Formation Transactions                              $667,760
Acquisition cost basis allocated to Other Net Assets                            51
                                                                        ----------  
Total cost basis allocated                                                $667,811
                                                                        ==========
</TABLE>

Investments in real estate are depreciated over 40 years using the straight-line
method.  Expenditures for ordinary maintenance and repairs are charged to
operations as incurred.  Significant building renovations and improvements that
improve or extend the useful life of the assets are capitalized.  Tenant
improvements and leasing commissions are capitalized and amortized on the
straight-line method over the terms of the related lease.

6.  Long Term Incentive Plan

The Company has adopted the Cabot Industrial Trust Long Term Incentive Plan (the
Plan) for the purpose of attracting and retaining highly qualified executive
officers, Trustees and employees. The plan will be administered by the
Compensation Committee of the Board of Trustees (the Administrator). Officers
and other employees of the Company, the Operating Partnership and designated
subsidiaries and members of the Board of Trustees of the Company will also be
eligible to participate.

Options will be awarded to Trustees or employees of the Company in the form of
Common Shares or in the form of Units. The Plan currently authorizes the
issuance of up to 4,347,500 Common Shares and Units. The number of Common Shares
and Units available may increase each January 1 to an amount equal to 10% of the
aggregate number of outstanding Common Shares and Units on such date. The Plan
provides for the grant of (i) Common Share options intended to qualify as
incentive options under Section 422 of the Code, (ii) Common Share options and
Unit options not intended to qualify as incentive options under Section 422 of
the Code and (iii) dividend equivalent rights and distribution equivalent rights
which entitle a Participant to be credited with additional Common Share or Unit
Rights.
<PAGE>
 
                               CABOT INDUSTRIAL TRUST

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               As of  March 31, 1998
              (unaudited, dollars in thousands, except share data)

In connection with the grant of options under the Plan, other than options to
Trustees, the Administrator will determine the terms of the option, including
the option exercise price, any vesting requirements and whether a dividend
equivalent right or a distribution equivalent right shall be awarded. The
Administrator has authority to award options at less than fair market value (as
defined in the Plan) but at this time has no intention of doing so.

Effective as of the closing of the Offering, options for a total of 2,096,500
Common Shares and Units were granted to employees, officers and Trustees with an
exercise price of $20 per share. The initial options granted under the Plan have
ten-year terms and become exercisable in four equal annual installments
commencing on the first anniversary of the date of grant, subject to
acceleration of vesting upon a change in control of the Company (as defined in
the Plan).

To the extent an option has not become exercisable at the time of the holder's
termination of employment, it will be forfeited unless the Administrator has
previously exercised its reasonable discretion to make such option exercisable,
and all vested options which are not exercised by the expiration date described
in the Plan will be forfeited.  Any Common Shares or Units subject to an option
which is forfeited (or which expires without exercise) will again be available
for grant under the Plan.

7.  Property Acquisitions

Subsequent to the Formation Transactions, the Operating Partnership acquired,
through March 31, 1998, the following industrial properties with proceeds from
the Offerings:

<TABLE>
<CAPTION>
                                                                                                        Acquisition
Property Location                          Building Type                            Sq. Feet               Cost
-----------------                          -------------------------                -----------        ------------
<S>                                        <C>                                      <C>                <C>
Grapevine, TX                              Bulk Distribution/Workspace              1,182,361            $   52,207
Mira Loma, CA, Dacula, GA
Mechanicsburg, PA                          Bulk Distribution                          916,603                34,621
Mechanicsburg, PA                          Bulk Distribution                          494,000                17,102
San Diego, CA                              Bulk Distribution                          220,000                10,905
Orlando, FL                                Workspace Properties                       213,430                11,027
Tucker, GA                                 Workspace Properties                       134,163                 5,560
Atlanta, GA                                Workspace Properties                       128,000                 5,370
Florence, KY                               Workspace Properties                        61,555                 4,050
Tempe, AZ                                  Workspace Properties                        81,817                 3,295
Phoenix, AZ                                Multi-tenant Distribution                  144,602                 4,035
Tolleson, AZ                               Bulk Distribution                          278,142                 6,730
Mounds View, MN                            Multi-tenant Distribution/Workspace        320,328                20,225
Mt. Prospect, IL                           Workspace                                   57,150                 4,578
Kennesaw, GA                               Workspace                                  121,384                 5,489
                                                                                    ---------            ----------
 
Total square feet/acquisition cost                                                  4,353,535            $  185,194
                                                                                    =========
                                           Less: Debt Assumed                                                 8,299
                                                                                                         ----------
Proceeds used to fund acquisitions                                                                       $  176,895
                                                                                                         ==========
</TABLE>
<PAGE>
 
                               CABOT INDUSTRIAL TRUST

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                As of March 31, 1998
             (unaudited, dollars in thousands, except share data)

 
8.   Earnings per Share

In accordance with Statement of Financial Accounting Standards No. 128,
"Earnings per Share", basic earnings per share have been computed by dividing
net income by the weighted average number of shares outstanding during the
period.  Diluted earnings per share have been computed considering the dilutive
effect of the exercise of Unit options granted by the Operating Partnership.
Basic and diluted earnings per share were calculated as follows:
<TABLE>
<CAPTION>
                                               Three months ended
                                               ------------------
                                                 March 31, 1998
                                               ------------------
<S>                                            <C>
Basic:
Net Income                                              $ 3,478
                                                     ----------
Weighted Average Shares                                  18,587
                                                     ----------
Basic Earnings per Share                                $   .19
                                                     ==========
                                                     
Diluted:                                             
Net Income                                              $ 3,478
Effect of Unit Options                                      (15)
                                                     ----------
Income available to Common Shareholders, as             $ 3,463
 adjusted                                            
                                                     ----------
Weighted Average Shares                                  18,587
                                                     ----------
Diluted earnings per share                              $   .19
                                                     ==========
</TABLE>
                                                                                
<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
the Company 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.  The Company
undertakes no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.  The
Company'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, 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 the Company's cost of capital
also influence operating results.

Introduction

The Company 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. The Company owns and operates a diversified
portfolio of bulk distribution, multitenant distribution and "workspace" (light
assembly and flex/R & D) properties throughout the United States. At March 31,
1998 the Company owned 152 properties, 122 of which properties were acquired in
connection with the Formation Transactions described in Note 2 to the
consolidated financial statements herein, and 30 of which properties were
acquired during the period from February 4, 1998 through March 31, 1998 (21 of
the 30 properties were identified in the prospectus for the Company's initial
public offering dated January 30, 1998). The Company was formed on October 10,
1997, but did not begin operations as a fully integrated real estate company
until the completion of the Formation Transactions and Offerings on February 4,
1998, the date of the Company's initial public offering. The Company had no
operations prior to February 4, 1998. In the following discussion dollars are in
thousands, except share data.

Results of Operations

Since the Company was formed in October 1997 and did not begin operations until
February 4, 1998, the results for the quarter ended March 31, 1998 represent
activity for 56 days, and no comparison of results to a prior year quarter are
available.

Net income attributable to common shareholders for the quarter ended March 31,
1998 totaled $3,478, or $.19 per share.
<PAGE>
 
Rental revenues for the quarter ended March 31, 1998 were $14,733, including
tenant reimbursements of $1,891. $12,756 of rental revenue was generated by the
122 properties owned as of February 4, 1998 as a result of the Formation
Transactions (the Baseline Properties) and $1,977 was generated by the 30
properties acquired subsequent to February 4, 1998. The ratio of operating and
real estate tax expense to tenant reimbursements was approximately 70%.
Depreciation and amortization related to real estate investments totaled $3,174
for the quarter ended March 31, 1998.

Interest and other income included $414 of interest income, consisting of
interest earned on the Company's invested cash balances. Interest expense
represents interest incurred on $13,445 of indebtedness outstanding at March 31,
1998 with interest rates ranging from 7.95 to 8.875%.

Minority interest expense represents net income allocable to holders of
Operating Partnership Units.  At March 31, 1998, the Company owned 42.8% of the
Operating Partnership and, therefore, minority interest ownership was 57.2%.

Capital Resources and Liquidity

As a result of the completion of the Offerings in February 1998, the Company
issued 8,625,000 Common Shares to the public and 1,000,000 additional Common
Shares to a group of investors in a private placement of shares. All of the
Common Shares were sold at a price of $20.00 per share. The proceeds from the
Offerings, net of offering costs, were $176,661.

The Company intends to rely on cash provided by operations, bank borrowings and
public debt and equity financings as its primary sources of funding for
acquisition, development, expansion or renovation of properties. The Company
recently executed a $325 million unsecured revolving line of credit facility
(Acquisition Facility) with Morgan Guaranty Trust Company of New York as lead
agent for a syndicate of banks. The Acquisition Facility will be used to fund
property acquisitions, development activities, building expansions and tenant
leasing costs and for other general corporate purposes. The Acquisition Facility
contains certain restrictions and requirements, such as ratio limitations
relating to total debt-to-assets, debt service coverage, minimum unencumbered
assets to unsecured debt ratios, and other limitations. The Company believes
cash flow from operations not distributed to shareholders 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.

In the normal course of operations, the Company has purchased approximately
$17,000 of real estate assets subsequent to March 31, 1998, and has commitments
to purchase approximately $18,000 of additional real estate assets. There are a
number of conditions that must be met prior to closing, therefore, it is
uncertain as to whether all these assets will actually be purchased.
<PAGE>
 
As of March 31, 1998, the Operating Partnership had fixed rate
debt secured by properties with an outstanding principal amount of approximately
$13.4 million and a Debt-to-Total Market Capitalization Ratio of less than 2%.

Cash and cash equivalents totaled $1,313 at March 31, 1998.  Cash provided by
operating activities was $16,005.
<PAGE>
 
Item 3.  Quantitative Disclosures About Market Risk
         Not Applicable
<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
                  None


           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 15th day of May, 1998.

                          CABOT INDUSTRIAL TRUST
                      ___________________________________________
                          Registrant

     5/15/98          /s/ Neil E. Waisnor
________________      ___________________________________________
      Date                Neil E. Waisnor
                          Senior Vice President-Finance, Treasurer, Secretary

     5/15/98          /s/ Robert E. Patterson
________________      ___________________________________________
      Date                Robert E. Patterson
                          President