UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

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

~~FORM~~WASHINGTON, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 or 15(d) of the~~ ~~Securities and Exchange Act of 1934~~

~~February 23,~~CURRENT ~~2005~~REPORT ~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the SECURITIES ~~event~~AND ~~reported)~~EXCHANGE ACT OF 1934

~~ARDEN~~February 28, ~~REALTY~~2005 Date ~~LIMITED~~of ~~PARTNERSHIP~~Report (Date of earliest event reported)

~~(Exact~~ARDEN ~~name~~REALTY ofLIMITED ~~registrant as specified in its charter)~~PARTNERSHIP

Maryland		000-30571		95-4599813
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

(Exact name of registrant as specified in its charter)

11601 Wilshire Boulevard Fourth Floor Los Angeles, California 90025


Maryland	000-30571	95-4599813
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

~~(Address~~11601 ofWilshire ~~principal executive offices) (Zip Code)~~Boulevard

~~(310) 966-2600 (Registrant’s~~Fourth ~~telephone number, including area code)~~ Floor

~~N/A (Former~~Los ~~Name or Former Address~~Angeles, ifCalifornia ~~Changed Since Last Report)~~ 90025

~~Check~~(Address ~~the~~of ~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy~~principal ~~the~~executive ~~filing~~offices) ~~obligation~~(Zip ~~of the registrant under any of the following provisions:~~Code)

~~o Written communications pursuant to Rule 425 under the Securities Act~~ (~~17 CFR 230.425~~310) ~~o Soliciting material pursuant to Rule 14a~~ 966-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))2600

~~ITEM~~(Registrant’s ~~8.01.~~telephone ~~OTHER~~number, ~~EVENTS.~~including area code)

OnN/A ~~February 23, 2005 the registrant issued a press release announcing the pricing of $300~~ ~~million of senior unsecured notes due March 1, 2015. The press release is attached to this current~~ ~~report as Exhibit 99.1 and is incorporated by reference to this report.~~

~~The~~(Former ~~information~~Name inor ~~this~~Former ~~report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934~~Address, asif ~~amended,~~Changed orSince ~~otherwise~~Last subject to the liabilities of that Section. The information in this report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. Report)

~~ITEM~~Check ~~9.01.~~the ~~FINANCIAL~~appropriate ~~STATEMENTS~~box ~~AND~~below ~~EXHIBITS~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) ~~Exhibits~~under the Exchange Act (17 CFR 240.13e-4(c))

~~99.1~~TABLE ~~Press~~OF ~~release dated February 23, 2005.~~CONTENTS

2 Item 8.01. Other Events Item 9.01. Financial Statements and Exhibits SIGNATURES EXHIBIT INDEX Exhibit 1.1 Exhibit 4.1 Exhibit 4.3 Exhibit 5.1 Exhibit 99.1

SIGNATURE Table of Contents

~~Pursuant~~Item to8.01. ~~the~~Other ~~requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Events.

Date: February 24, 2005	ARDEN REALTY LIMITED PARTNERSHIP
	By:	/s/ Richard S. Davis
		Richard S. Davis
		Executive Vice President and Chief Financial Officer

On February 23, 2005, Arden Realty Limited Partnership executed an underwriting agreement for the issuance and sale of $300 million aggregate principal amount of 5.25% notes due March 1, 2015 as set forth in a Prospectus Supplement dated February 23, 2005 and the accompanying Prospectus dated February 9, 2005. The transaction closed on February 28, 2005. A press release announcing the closing of the transaction was issued on March 1, 2005. The press release is attached to this current report as Exhibit 99.1 and is incorporated by reference to this report. For additional information concerning these securities, refer to the exhibits contained in this current report on Form 8-K.

3 Item 9.01. Financial Statements and Exhibits.

~~EXHIBIT~~(a) ~~INDEX~~ Not applicable. (b) Not applicable. (c) Exhibits.

Attached as exhibits to this form are the documents listed below:


1.1		Underwriting Agreement dated February 23, 2005, by and among Arden Realty Limited Partnership, as the issuer, and J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, Deutsche Bank Securities Inc., Bear, Stearns & Co. Inc., Credit Suisse First Boston LLC, Lehman Brothers Inc., Morgan Stanley & Co. Incorporated, A.G. Edwards & Sons, Inc., Lazard Frères & Co. LLC and Wells Fargo Securities, LLC, as the underwriters.

4.1		Form of 5.25% Note due March 1, 2015.

4.2		Indenture between Arden Realty Limited Partnership and The Bank of New York, as trustee, dated March 14, 2000 as filed as an exhibit to Arden Realty Limited Partnership’s registration statement on Form S-3 (No. 333-63918) and incorporated herein by reference.

4.3		Officer’s Certificate pursuant to the Indenture with resolutions attached.

5.1		Opinion of Venable LLP regarding the validity of the securities.

12.1		Statement Regarding Computation of Ratio of Earnings to Fixed Charges as filed as Exhibit 12.1 to Arden Realty Limited Partnership’s Form 8-K filed on February 22, 2005 and incorporated herein by reference.

99.1		Press release dated March 1, 2005.

Exhibit		Document
99.1		Press release dated February 23, 2005.

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 hereunto duly authorized.


	ARDEN REALTY LIMITED PARTNERSHIP

Date: March 1, 2005

	By:	/s/ RICHARD S. DAVIS

		Name:	Richard S. Davis
		Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX


1.1		Underwriting Agreement dated February 23, 2005, by and among Arden Realty Limited Partnership, as the issuer, and J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, Deutsche Bank Securities Inc., Bear, Stearns & Co. Inc., Credit Suisse First Boston LLC, Lehman Brothers Inc., Morgan Stanley & Co. Incorporated, A.G. Edwards & Sons, Inc., Lazard Frères & Co. LLC and Wells Fargo Securities, LLC, as the underwriters.

4.1		Form of 5.25% Note due March 1, 2015.

4.2		Indenture between Arden Realty Limited Partnership and The Bank of New York, as trustee, dated March 14, 2000 as filed as an exhibit to Arden Realty Limited Partnership’s registration statement on Form S-3 (No. 333-63918) and incorporated herein by reference.

4.3		Officer’s Certificate pursuant to the Indenture with resolutions attached.

5.1		Opinion of Venable LLP regarding the validity of the securities.

12.1		Statement Regarding Computation of Ratio of Earnings to Fixed Charges as filed as Exhibit 12.1 to Arden Realty Limited Partnership’s Form 8-K filed on February 22, 2005 and incorporated herein by reference.

99.1		Press release dated March 1, 2005.

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