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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CABOT INDUSTRIAL TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 04-3397866
(State of Organization) (I.R.S. Employer Identification No.)
TWO CENTER PLAZA
SUITE 200 02108
BOSTON, MASSACHUSETTS (Zip Code)
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLES OF EACH CLASS NAME OF EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Common Shares of Beneficial Interest, New York Stock Exchange
par value $.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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A complete description of the common shares of beneficial interest, par
value $.01 per share (the "Shares") to be registered hereunder is contained
under the caption "Description of Shares of Beneficial Interest" in the
Prospectus forming a part of the Form S-11 Registration Statement (File No. 333-
38383) of Cabot Industrial Trust ("Cabot"), originally filed on October 21,
1996, as amended, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"). Such description is
hereby incorporated by reference and any description included in a form of
prospectus subsequently filed by Cabot pursuant to Rule 424(b) under the
Securities Act shall alos be deemed to be incorporated herein by reference.
Item 2. Exhibits.
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1. Amended and Restated Declaration of Trust, dated January __,
1998 (Incorporated by reference to Exhibit 3.1 to Cabot's
Registration Statement on Form S-11, File No. 333-38383)
2. Bylaws of Cabot (Incorporated by reference to Exhibit 3.2 to
Cabot's Registration Statement on Form S-11, File No. 333-
38383)
3. Form of share certificate for common shares of beneficial
interest, par value $.01 per share, of Cabot (Incorporated
by reference to Exhibit 3.4 to Cabot's Registration
Statement on Form S-11, File No. 333-38383)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
CABOT INDUSTRIAL TRUST
By: /s/ Neil E. Waisnor
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Neil E. Waisnor,
Vice President - Finance, Treasurer and
Secretary
Date: January 27, 1998
