CATELLUS DEVELOPMENT CORP
11-K, 1994-06-29
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                                 
                                       
                                  FORM 11-K
                                       
                ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE 
                        SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1993  Commission file number 33-38827

                        CATELLUS DEVELOPMENT CORPORATION
                         PROFIT SHARING & SAVINGS PLAN
                                   AND TRUST
              (Full title of the plan and the address of the plan)
                        CATELLUS DEVELOPMENT CORPORATION
                        201 Mission Street, 30th Floor
                       San Francisco, California  94105
             (Name of issuer of the securities and the address of its 
                           principal executive office)



<PAGE>

                             REQUIRED INFORMATION

     1.   Audited Statement of Net Assets Available for Plan Benefits at
          December 31, 1993 and 1992 and Statement of Changes in Net Assets
          Available for Plan Benefits for the years ended December 31, 1993 
          and 1992 are contained in Exhibit 1 to this Annual Report, which is
          contained in the issuer's FORM SE dated June 28, 1994, being filed
          concurrently with this Annual Report on FORM 11-K.

     2.   Consent of Price Waterhouse, independent accountants, is contained 
          in Exhibit 2 to this Annual Report.


     Pursuant to the requirements of the Securities Exchange Act of 1934, 
the trustees (or other persons who administer the employee benefit plan) have 
duly caused this annual report to be signed on its behalf by the undersigned 
hereunto duly authorized.


                                     CATELLUS DEVELOPMENT CORPORATION
                                     PROFIT SHARING & SAVINGS PLAN 
                                        AND TRUST


Date:     June 29, 1994              By:    Daniel M.Gonzales  
                                            Daniel M. Gonzales
                                            Vice President Human
                                              Resources and Administration










                       Consent of Independent Accountants


We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-38827) of Catellus Development Corporation of
our report dated May 19, 1994 appearing in Exhibit 1 to this Annual Report of
the Catellus Development Corporation Profit Sharing & Savings Plan and Trust
on Form 11-K.



Price Waterhouse
Price Waterhouse
San Francisco, California
June 28, 1994




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