CATELLUS DEVELOPMENT CORP
8-K, 1994-03-08
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                      SECURITIES AND EXCHANGE COMMMISSION
                             WASHINGTON, D.C. 20549
                                                  

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



Date of report (Date of earliest event reported) February 22, 1994


                        CATELLUS DEVELOPMENT CORPORATION
               (Exact Name of Registrant as Specified in Charter)



          Delaware                   0-18694             94-2953477        
(State or Other Jurisdiction       (Commission         (IRS Employer
     of Incorporation)             File Number)        Identification No.) 


201 Mission Street, San Franciso, California        94105
(Address of Principal Executive Offices)          (Zip Code) 


Registrant's telephone number, including area code (415) 974-4500


                                 Not Applicable
         (Former name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5.   Other Events.


          On February 22, 1994, Catellus Development Corporation issued a
press release, a copy of which is included as an exhibit hereto and
incorporated herein by reference.

<PAGE>
                                 EXHIBIT INDEX


                                             Sequential
Exhibit                                      Page No.  



20                  Press Release of the 
                    Registrant dated 
                    February 22, 1994                       


<PAGE>
                                   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.




                         CATELLUS DEVELOPMENT CORPORATION
                              (Registrant)



                         By   /s/ David A. Smith     
                              David A. Smith
                              Senior Vice President
                                and Chief Financial Officer

<PAGE>

         CATELLUS DEVELOPMENT CORPORATION ANNOUNCES RESIGNATION OF
             VERNON B. SCHWARTZ, CHIEF EXECUTIVE OFFICER, AND 
                             TWO BOARD MEMBERS

San Francisco, California, February 22, 1994 -- The Board of
Directors of Catellus Development Corporation (NYSE: CDX) said
today that Vernon B. Schwartz, the company's Chairman and Chief
Executive Officer, has formally notified the Board of his
intention to leave the company in order to seek new
opportunities.  The Board has undertaken a search for a new Chief
Executive Officer.  It is anticipated that, to provide for a
smooth transition for the company, Mr. Schwartz will continue as
Chief Executive Officer through June 30, 1994.  

     During the transition period, Mr. Schwartz will be working
closely with the Policy Committee of the Board of Directors.  The
members of the newly-established Policy Committee are Judd
Malkin, Chairman of JMB Realty Corporation, who serves as
Chairman; Robert Krebs, Chairman, President and Chief Executive
Officer, Santa Fe Pacific Corporation; John Neal, Executive Vice
President for Real Estate Investments of Kemper Financial
Services, Inc.; and Jacqueline Slater, Senior Vice President of
Chemical Bank.

     Separately, the company announced that Rod F. Dammeyer,
President and Chief Executive Officer of Itel Corporation, and
Randall K. Rowe, Executive Vice President of Equity Financial and
Management Company, have resigned from the Board of Directors. 
The Board has not decided at this time whether to elect
replacements or to reduce the size of the Board.  

     Catellus Development Corporation, one of the country's
largest publicly-traded real estate companies, is a major
developer, manager and owner of industrial and commercial
properties in 10 states.  The company owns approximately 912,000
acres of land, a portfolio of approximately 15 million square
feet of income producing buildings, and interests in 9 real
estate joint ventures. 



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