03-4358. Issuer Delisting; Notice of Application To Withdraw From Listing and Registration on the New York Stock Exchange, Inc. (Cabot Industrial Properties, L.P., 7.125% Redeemable Notes (due 2003)) File No. 1-14979

February 19, 2003.

Cabot Industrial Properties, L.P., a limited partnership under the laws of the State of Delaware (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its 7.125% Redeemable Notes (due 2004) (“Security”), from listing and registration on the New York Stock Exchange, Inc. (“NYSE” or “Exchange”).

Cabot Industrial Trust, the sole General Partner of the Issuer (“Sole Partner”) approved resolutions on February 12, 2003 to withdraw the Issuer's Security from listing on the NYSE. In making its decision to withdraw the Issuer's Security from the Exchange, the Sole Partner states that pursuant to an Offer to Purchase and Consent Solicitation Statement dated January 15, 2003, the Issuer has offered to repurchase all of the outstanding Security and has solicited the consent of the holders of the Security to certain amendments to the indenture under which the Security was issued. As of January 29, 2003, the Issuer had received consents sufficient to amend the indenture and had received valid tenders for 98.13% of the aggregate outstanding principal amount of the Security. The Issuer states that once the offer is successfully consummated, the Issuer expects there to be few or no remaining holders of the Security.

The Issuer stated in its application that it has met the requirements of the NYSE rules governing an issuer's voluntary withdrawal of a security from listing and registration. The Issuer's application relates solely to the Security's withdrawal from listing on the NYSE and from registration under Section 12(b) of the Act ^[3] and shall not affect its obligation to be registered under Section 12(g) of the Act.^[4]

Any interested person may, on or before March 14, 2003, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the NYSE and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[5]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  15 U.S.C. 78 l (g).

5.  17 CFR 200.30-3(a)(1).