CENTERPOINT PROPERTIES CORP, 424B2, 1996-06-28

CENTERPOINT PROPERTIES CORP
424B2, 1996-06-28
REAL ESTATE INVESTMENT TRUSTS

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<PAGE>

Prospectus filed under Rule 424(b)(2)
SEC File No. 33-93074

PROSPECTUS SUPPLEMENT
(To Prospectus dated January 26, 1996)

3,000,000 Shares

CENTERPOINT PROPERTIES CORPORATION
COMMON STOCK
_________________________

CenterPoint Properties Corporation (the "Company") is a self administered
and self managed real estate company focused on the acquisition, development,
redevelopment, management and ownership of warehouse/industrial property located
in the metropolitan Chicago area, which is the largest warehouse/industrial
market in the United States. The Company currently owns and manages a portfolio
of 66 warehouse/industrial properties, containing approximately 11.8 million
square feet of space. The Company believes it is the largest owner and operator
of warehouse/industrial property in metropolitan Chicago.

This Prospectus Supplement relates to the offering by the Company of shares
of its common stock, $.001 par value per share (the "Common Stock"). See
"Underwriting." The Common Stock is currently listed on the New York Stock
Exchange ("NYSE") under the symbol "CNT." On June 26, 1996, the closing price
of the Company's Common Stock, as reported by the NYSE, was $24.50 per share.
The Company has paid regular quarterly distributions to holders of its Common
Stock. See "Price Range of Common Stock and Distributions." To help ensure
that the Company qualifies as a real estate investment trust ("REIT"), transfer
of shares of Common Stock is restricted and ownership by any person is limited
to 9.8% of the outstanding shares of the Common Stock and Preferred Stock,
subject to certain exceptions. See "Description of Capital Stock--Restrictions
on Transfer" in the accompanying Prospectus.

SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THE ACCOMPANYING PROSPECTUS FOR
CERTAIN FACTORS AND MATERIAL RISKS IN CONNECTION WITH THE PURCHASE OF THE COMMON
STOCK.

_________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS
TO WHICH IT RELATES. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

_________________________

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

_________________________

Lehman Brothers, Inc. (the "Underwriter") has agreed to purchase from the
Company the shares of Common Stock offered hereby for an aggregate price of
$69,750,000. The Company has granted to the Underwriter a 30-day option to
purchase up to 450,000 additional shares of Common Stock at a purchase price of
$23.25 per share, solely to cover over-allotments, if any. If such option is
exercised in full, the total proceeds to the Company will be $80,212,500, before
deducting expenses payable by the Company, estimated at approximately $150,000.

The Common Stock offered hereby may be offered by the Underwriter from time
to time in one or more transactions on the NYSE or otherwise, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, or at negotiated prices. See "Underwriting."

The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting."

_________________________

<PAGE>

The shares of Common Stock are offered by the Underwriter subject to prior
sale, to withdrawal, cancellation or modification of the offer without notice,
to delivery and acceptance by the Underwriter and to certain further conditions.
It is expected that delivery of the shares of Common Stock will be made at the
offices of Lehman Brothers, Inc., New York, New York on or about July 2, 1996.

_____________________________

LEHMAN BROTHERS

June 26, 1996

<PAGE>

_________________________

THIS PAGE INTENTIONALLY

LEFT BLANK

_________________________

<PAGE>

IN CONNECTION WITH THE OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-
COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and other applicable legal
or NYSE requirements, pursuant to which the Company files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information filed
by the Company under the Exchange Act may be examined without charge at, or
copies obtained upon payment of prescribed fees from, the Public Reference
Section of the Commission at Judiciary Plaza Office Building, 450 Fifth Street,
N.W., Washington, D.C. 20549 and will also be available for inspection and
copying at the regional offices of the Commission located at 13th Floor, 7 World
Trade Center, New York, New York 10048 and at Citicorp Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661, and at the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005. Electronic filings
made through the Electronic Data Gathering, Analysis and Retrieval System are
publicly available through the Commission's Web site (http://www.sec.gov).

THE FOLLOWING INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT IS
QUALIFIED IN ITS ENTIRETY BY THE DETAILED INFORMATION APPEARING ELSEWHERE IN
THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS OR INCORPORATED
THEREIN BY REFERENCE. CERTAIN TERMS USED BUT NOT DEFINED HEREIN ARE AS DEFINED
IN THE ACCOMPANYING PROSPECTUS.

THE COMPANY

The Company is a self-administered and self-managed real estate company
focused on the acquisition, development, redevelopment, management and ownership
of warehouse/industrial property located in metropolitan Chicago (defined as the
area within a 100-mile radius of Chicago), which, according to a ranking of
markets published by CB Commercial/Torto Wheaton Research, is the largest
warehouse/industrial market in the United States. The Company's election of
REIT status, filed with its 1994 federal income tax return, was effective as of
January 1, 1994.

The Company, a Maryland corporation, was founded in 1984 and completed its
initial public offering of securities in December 1993 (the "IPO"). Between
completion of the IPO and June 25, 1996, the Company has increased the size of
its warehouse/industrial portfolio by 6.6 million square feet or 127% by
acquiring (net of dispositions) 31 fully-leased warehouse/industrial properties.

As of June 25, 1996, the Company owned and managed a portfolio of 66
warehouse/industrial properties, containing approximately 11.8 million square
feet of space. Based on published statistics regarding square feet of space
owned and managed by other firms and publicly available information filed with
the Securities and Exchange Commission, as well as its knowledge and experience
in the market, the Company believes it is the largest owner and operator of
warehouse/industrial property in metropolitan Chicago. The Company also owns
and manages four retail properties and one apartment property. The Company's
properties are currently 98% leased, with the warehouse/industrial properties
occupied by 122 tenants in diverse industries with no tenant accounting for the
lease of more than 8% of the total square footage of the Company's
warehouse/industrial portfolio. Substantially all of the Company's properties
have been constructed or renovated during the past ten years.

The Company's principal executive office is located at 401 North Michigan
Avenue, 30th Floor, Chicago, Illinois 60611, and its telephone number is
(312) 346-5600.

<PAGE>

RECENT DEVELOPMENTS

1996 ACQUISITIONS

- In April, 1996, the Company purchased a 630,000 square foot
industrial warehouse building in Hodgkins, Illinois for approximately
$13.2 million. The acquisition was funded with advances from the
Company's lines of credit.

- In May, 1996, the Company acquired an industrial property in
Milwaukee, Wisconsin (184,000 square feet) for $5.1 million and an
industrial property in Elk Grove Village, Illinois (42,000 square
feet) for $1.2 million. The acquisitions were funded with advances
under the Company's lines of credit.

- In May, 1996, the Company acquired an existing 60-year land lease
for 50 acres within Chicago's O'Hare International Airport for
approximately $7.7 million. The land will be used to develop an
825,000 square foot air-freight forwarding and warehouse complex which
the Company anticipates will be constructed in three phases over a
three-year period. The investment was funded with an advance under
the Company's lines of credit.

- In June, 1996, the Company acquired industrial properties in
Franklin Park, Illinois (274,000 square feet), Itasca, Illinois
(202,000 square feet) and Elk Grove Village (82,000 square feet) for
$9.3 million, $10 million and $2.9 million, respectively. These
acquisitions were funded by the assumption of two mortgages totaling
$13.3 million, $7.2 million from the proceeds of dispositions of
properties in May, 1996 (described below) and the balance from the
Company's lines of credit.

1996 DISPOSITIONS

- In April, 1996, the Company sold a retail property at 4833 W.
Diversey, Chicago, Illinois (12,000 square feet) for approximately
$0.7 million.

- In May, 1996, the Company sold an industrial property at 1390
Lunt, Elk Grove Village, Illinois (31,000 square feet) for
approximately $1.2 million upon the exercise of a tenant purchase
option. In addition, the Company sold industrial properties located
at 960-1100 Maplewood Drive, Itasca, Illinois (123,000 square), 905-
909 Irving Park Road, Itasca, Illinois (46,000 square feet), 6845
Santa Fe Drive, Hodgkins, Illinois (64,000 square feet) and 1001
Frontenac Road, Naperville, Illinois (68,000 square feet) for an
aggregate of $15.1 million. The net proceeds from these dispositions
are being redeployed in new investments and acquisitions.

- In June, 1996, the Company sold an industrial property at 5954 W.
116th Street, Alsip, Illinois (18,000 square feet) for approximately
$0.5 million.

1996 FINANCINGS

- In April, 1996, the Company refunded its outstanding 1991 and
1993 tax exempt and related taxable bonds by issuing new tax exempt
and taxable bonds in the aggregate principal amount of $22.22 million.
The City of Gary, Indiana, was the nominal issuer of both the refunded
and the refunding bonds. The new bonds were issued under a flexible
"multi-modal" facility permitting the issuance of indebtedness in
maturities up to five years, with the interest rate resetting to
market on the maturity date selected. The new issuance facility is
guaranteed by The Royal Bank of Scotland, which also guaranteed the
refunded debt. The refunding bonds were issued in a tax exempt
tranche of $20.54 million and a $1.68 million taxable tranche. Both
tranches have a nominal maturity of March 1, 2031. The refunded bonds
were issued in two series, 1991 ($15.5 million) and 1993 ($7.5
million), which were divided into tax exempt and taxable tranches
aggregating $20.54 million and $2.46 million, respectively. The
balance of the bonds ($0.78 million) not refunded through the
reissuance of new bonds was refunded with cash on hand.

<PAGE>

OTHER RECENT DEVELOPMENTS

- At the Annual Meeting of Stockholders on May 14, 1996, the
stockholders approved, among other things, an amendment to the
Articles of Incorporation of the Company to authorize the issuance of
2,272,727 shares of new non-voting Class B Common Stock. The issued
and outstanding shares of Series A Preferred Stock were automatically
converted, on a one for one basis, into shares of Class B Common Stock
upon the stockholders' approval of the amendment to the Articles of
Incorporation.

- Prior to June 12, 1996, the Company's Common Stock and 8.22%
Convertible Subordinated Debentures (the "Debentures") were listed on
the American Stock Exchange under the symbol "CNT." On June 12, 1996,
the Company's Common Stock and Debentures were listed on the NYSE
under the symbol "CNT."

ADDITIONAL INFORMATION REGARDING PROPERTIES

The following table sets forth certain information regarding the
warehouse/industrial properties owned by the Company as of June 25, 1996.

WAREHOUSE INDUSTRIAL PROPERTIES Year of
Original
Construction/
Last
Redevelopment Pct. of Pct. Of Number
And/Or GLA (2) Total GLA of Investment
Expansion (1) (Sq. Ft.) GLA(3) Leased Tenants Type
-------------- --------- ------- ------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
1996 INVESTMENTS

1100 Chase Avenue, Elk Grove Village, IL 1980 41,651 0.35% 100% 1 Acquisition
2553 North Edgington, Franklin Park, IL 1967/1995 274,303 2.33% 100% 4 Acquisition
875 Fargo Avenue, Elk Grove Village, IL 1980 82,368 0.70% 100% 1 Acquisition
7501 North 81st Street, Milwaukee, WI 1987 183,958 1.56% 100% 1 Acquisition
1800 Bruning Drive, Itasca, IL 1975/1978 202,000 1.71% 100% 1 Acquisition
6600 River Road, Hodgkins, IL 1968 630,410 5.35% 100% 1 Acquisition
------- ----- ---- -

Subtotal 1,414,690 12.00% 100% 9

PREVIOUSLY OWNED PROPERTIES

315 Kirk Road, St. Charles, IL 1995 175,424 1.49% 100% 1 Build to Suit
10601 Seymour Ave., Franklin Park, IL 1970 677,000 5.74% 100% 1 Acquisition
1800 South Wolf Road, DesPlaines, IL 1976 521,000 4.42% 100% 1 Acquisition
4400 S. Kolmar, Chicago, IL 1966 92,000 0.78% 100% 1 Acquisition
1827 North Bendix Drive, South Bend, IN 1964 199,730 1.69% 100% 1 Acquisition
850 Arthur Avenue, Elk Grove Village, IL 1971 42,490 0.36% 100% 1 Acquisition
11701 S. Central Avenue, Alsip, IL 1970 300,000 2.54% 100% 1 Acquisition
11601 S. Central Avenue, Alsip, IL 1970 259,000 2.20% 100% 1 Acquisition
11743 Mayfield, Alsip, IL 1962 42,000 0.36% 100% 1 Acquisition
1700 Butterfield Road Mundelein, IL 1977 60,000 0.51% 100% 1 Acquisition

<PAGE>

1810-1820 Industrial Drive, Libertyville, 1977 85,000 0.72% 100% 1 Acquisition
1733 Downs Drive, West Chicago, IL 1975 145,526 1.23% 100% 1 Acquisition
1645 Downs Drive, West Chicago, IL 1975 129,390 1.10% 100% 1 Acquisition/
Redevelopment
825-845 Hawthorne Lane, West Chicago,IL IL 1974 158,772 1.35% 100% 2 Acquisition
750 East 110th Street, Chicago, IL 1966 71,510 0.61% 100% 1 Acquisition
800 Chase Avenue, Elk Grove Village, IL 1972 349,348 2.96% 100% 1 Acquisition
2600 Elmhurst Road, Elk Grove Village, IL 1995 105,000 0.89% 100% 1 Build to Suit
8901 102nd Street, Pleasant Prairies, WI 1990 105,637 0.90% 100% 1 Acquisition
315 Kirk Road, St. Charles, IL 1985/1994 137,789 1.17% 100% 1 Acquisition/Expansion
655 Wheat Lane, Wood Dale, IL 1984/1990 41,300 0.35% 100% 1 Acquisition
1300 Northpoint Road, Waukegan, IL 1994 65,000 0.55% 100% 1 Acquisition
7001 Adams Street, Willowbrook, IL 1994 25,324 0.21% 100% 1 Build to Suit
1700 West Hawthorne, West Chicago, IL 1959 735,196 6.24% 100% 1 Acquisition
745 Birginal Road, Bensenville, IL 1975 113,266 0.96% 100% 1 Acquisition
1 Wildlife Way, Long Grove, IL 1979 54,100 0.46% 100% 1 Redevelopment
21399 Torrence Avenue, Sauk Village, IL 1991 372,835 3.16% 100% 1 Acquisition
900 W. University Dr., Arlington Heights, 1974 86,254 0.73% 100% 1 Acquisition
</TABLE>

<PAGE>

WAREHOUSE INDUSTRIAL PROPERTIES Year of
Original
Construction/
Last
Redevelopment Pct. of Pct. Of Number
And/Or GLA (2) Total GLA of Investment
Expansion (1) (Sq. Ft.) GLA(3) Leased Tenants Type
-------------- --------- ------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
PREVIOUSLY OWNED PROPERTIES

8200 100th Street, Pleasant Prairie, WI 1990 148,472 1.26% 100% 1 Acquisition
1800 Industrial Drive, Libertyville, IL 1992/1994 175,196 1.49% 100% 1 Acquisition/Expansion
1120 Frontenac, Naperville, IL 1980/1994 153,902 1.31% 100% 1 Acquisition/Expansion
1015 East State Parkway, Schaumburg, IL 1980 19,576 0.17% 100% 1 Acquisition
2764 Golfview, Naperville, IL 1985 20,022 0.17% 100% 1 Acquisition
5619-25 West 115th Street, Alsip, IL 1974/1991 396,979 3.37% 85% 4 Acquisition
1400 Busse Road, Elk Grove Village, IL 1975 148,436 1.26% 95% 9 Acquisition
1250 Carolina Drive, West Chicago, IL 1990 150,000 1.27% 60% 1 Build to Suit
1500 Shore Drive, Naperville, IL 1985 43,230 0.37% 100% 2 Acquisition
800 Enterprise Court, Naperville, IL 1985 34,984 0.30% 100% 1 Acquisition
1651 Frontenac, Naperville, IL 1978 30,414 0.26% 100% 1 Acquisition
1560 Frontenac, Naperville, IL 1987 85,608 0.73% 100% 2 Acquisition
920 Frontenac, Naperville, IL 1987 121,200 1.03% 100% 1 Acquisition
1020 Frontenac, Naperville, IL 1980 99,684 0.85% 100% 1 Acquisition
1510 Frontenac, Naperville, IL 1986 104,886 0.89% 100% 1 Acquisition
4501 West Augusta Blvd., Chicago, IL 1930/1974 432,661 3.67% 95% 7 Redevelopment
825 Tollgate Road, Elgin, IL 1989 83,122 0.71% 100% 2 Acquisition
820 Frontenac, Naperville, IL 1988 153,604 1.30% 100% 1 Acquisition
720 Frontenac, Naperville, IL 1991 171,935 1.46% 100% 2 Acquisition
1150 Shore Rd, Naperville, IL 1985 30,184 0.26% 100% 1 Acquisition
5990 Touhy Avenue, Niles, IL 1960/1993 295,964 2.51% 100% 3 Redevelopment
1201 Lunt Avenue, Elk Grove Village, IL 1971 7,380 0.06% 100% 1 Redevelopment
950-970 Tower Road, Mundelein, IL 1979/1990 38,359 0.33% 100% 3 Build to Suit
201 Mississippi Street, Gary, IN 1945/1988 1,052,173 8.93% 98% 16 Redevelopment
425 West 151st Street, East Chicago, IN 1913/1991 349,236 2.96% 96% 10 Redevelopment
2339-41 Ernie Krueger Court, Waukegan, IL 1990/1993 54,450 0.46% 100% 1 Build to Suit/
Redevelopment
1520 Pratt Avenue, Elk Grove Village, IL 1968 62,546 0.53% 100% 1 Acquisition
620-630 Butterfield Road, Mundelein, IL 1990 24,237 0.21% 100% 1 Build to Suit/
Redevelopment
1319 Marquette Drive, Romeoville, IL 1990 36,349 0.31% 100% 1 Build to Suit
1850 Greenleaf, Elk Grove Village, IL 1965 58,627 0.50% 100% 1 Acquisition
900 East 103rd Street, Chicago, IL 1910/1990 575,462 4.88% 100% 3 Redevelopment
2743 Armstrong Court, Des Plaines, IL 1989 53,325 0.45% 100% 2 Build to Suit
245 Beinoris Drive, Wood Dale, IL 1988 11,989 0.10% 100% 1 Build to Suit/
------ - Redevelopment

<PAGE>

Subtotal 10,374,083 88.00% 98% 113
---------- ------ --- ---
Average 172,901
-------

Company Totals 11,788,773 100.00% 98% 122
---------- ------- --- ---
Company Average 178,618
-------
</TABLE>

(1) First date is the date of original construction; second date is year of
last redevelopment and/or expansion. If only one date appears, it is
the acquisition date, and the property has not been redeveloped or
expanded.
(2) "GLA" means gross leasable area.
(3) Determined as a percentage of the total GLA for the warehouse/industrial
properties.

LEASE EXPIRATIONS

The following table shows as of June 26, 1996 scheduled lease
expirations for the Company's warehouse/industrial properties for the next
twelve years, assuming that no tenants exercise renewal options:

AVERAGE % OF TOTAL
BASE RENT PROPERTIES % OF 1996
GLA OF ANNUALIZED PER SQ.FT. GLA BASE RENT
NO. OF EXPIRING BASE RENT UNDER REPRESENTED REPRESENTED
LEASES LEASES EXPIRING EXPIRING BY EXPIRING BY EXPIRING
EXPIRING (SQ. FT.) LEASES LEASES LEASES LEASES
--------- ---------- ---------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
YEAR ENDING DECEMBER 31

1996 . . . . . . . . . . . . . . . 6 167,910 $ 626,578 $ 3.73 1.42% 1.63%
1997 . . . . . . . . . . . . . . . 18 1,812,800 4,575,581 2.52 15.38% 11.91%
1998 . . . . . . . . . . . . . . . 20 1,746,218 5,799,378 3.32 14.81% 15.09%
1999 . . . . . . . . . . . . . . . 13 1,505,119 4,521,700 3.00 12.77% 11.77%
2000 . . . . . . . . . . . . . . . 23 1,757,629 6,075,859 3.46 14.91% 15.81%
2001 . . . . . . . . . . . . . . . 11 600,747 2,558,769 4.26 5.10% 6.66%
2002 . . . . . . . . . . . . . . . 8 1,010,301 3,987,290 3.95 8.57% 10.38%
2003 . . . . . . . . . . . . . . . 6 518,161 2,212,997 4.27 4.40% 5.76%
2004 . . . . . . . . . . . . . . . 4 834,196 2,327,070 2.79 7.08% 6.06%
2005 . . . . . . . . . . . . . . . 4 531,034 1,772,819 3.34 4.50% 4.61%
2006 . . . . . . . . . . . . . . . 5 638,921 2,101,851 3.29 5.42% 5.47%
2007 . . . . . . . . . . . . . . . 1 148,472 538,737 3.63 1.26% 1.40%
2008 . . . . . . . . . . . . . . . 1 65,000 304,820 4.69 0.55% 0.79%
thereafter . . . . . . . . . . . . 2 234,661 1,023,122 4.36 1.99% 2.66%
---- ------- ---------

122 11,571,169 $38,426,571 $3.32 98.15% 100.00%
</TABLE>

<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the sale of the Common Stock offered
hereby are estimated to be $69,600,000 ($80,062,500 if the Underwriter's over-
allotment option is exercised in full). The Company intends to use the net
proceeds to reduce amounts outstanding under its $40 million line of credit with
LaSalle National Bank and its $52 million line of credit with Lehman Brothers
Holdings Inc., an affiliate of the Underwriter, and for the acquisition of
additional warehouse/industrial properties. In May, 1996, LaSalle National Bank
reduced the interest rate under its line of credit from London Interbank Offered
Rate ("LIBOR") plus 1.85% to LIBOR plus 1.65%. The LaSalle National Bank line
of credit matures on June 30, 1998. The $52 million Lehman line of credit bears
interest at LIBOR plus 1.50% and matures on November 17, 1997.

PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

The following table sets forth the quarterly high and low sales prices per
share reported on the American Stock Exchange (as of June 12, 1996, the
Company's Common Stock is listed on the NYSE (see "Recent Developments")), as
well as the quarterly distributions declared per share of Common Stock.

CASH
QUARTERLY PERIOD ENDING HIGH LOW DISTRIBUTION/SHARE
- ----------------------- ---- --- ------------------
<S> <C> <C> <C>
March 31, 1994 . . . . . . . . . . $ 21 $ 17-5/8 $ 0.375
June 30, 1994. . . . . . . . . . . 21-1/4 19-3/8 0.375
September 30, 1994 . . . . . . . . 21-1/5 19-1/2 0.375
December 31, 1994. . . . . . . . . 19-7/8 17-1/2 0.375
March 31, 1995 . . . . . . . . . . 19-5/8 18-3/8 0.390
June 30, 1995. . . . . . . . . . . 20-3/4 19-5/8 0.390
September 30, 1995 . . . . . . . . 22-7/8 20-1/2 0.390
December 31, 1995. . . . . . . . . 23-3/8 21-5/8 0.390
March 31, 1996 . . . . . . . . . . 24-1/8 22 0.405
</TABLE>

On June 26, 1996, the last reported sale price of the Company's Common
Stock on the NYSE was $24.50 per share. As of June 24, 1996, the Company's
transfer agent reported 141 holders of record of the Company's Common Stock.
The transfer agent and registrar of the Common Stock is First Chicago Trust
Company of New York.

<PAGE>

TAXATION OF STOCKHOLDERS

The Company's REIT election was filed with its 1994 federal income tax
return, effective as of January 1, 1994. Failure of the Company to maintain its
status as a REIT would materially alter the tax and economic consequences to a
purchaser. Coffield Ungaretti & Harris, Chicago, Illinois ("Counsel"), has
provided its opinion that the Company has been organized in conformity with the
requirements for qualification as a REIT under the Internal Revenue Code of
1986, as amended (the "Code") and that its method of operation as described
herein and as represented by the Company will permit it to so qualify for the
taxable year starting January 1, 1994 and subsequent taxable years. Such
opinion is based upon the Code, as amended, applicable Treasury Regulations
adopted thereunder, reported judicial decisions, and rulings of the Internal
Revenue Service (the "IRS"), all as of the date hereof, and certain
representations of the Company and factual assumptions related to the ownership
and operation of the Company. It should be noted that whether the Company will
qualify as a REIT under the Code will depend in part upon whether the Company
meets the various qualification tests imposed under the Code through actual
annual operating results. No assurance can be given that the actual results of
the Company's operations will satisfy such requirements.

The following summary is based on federal income tax law in effect as of
the date hereof. Such law is subject to change without notice, and may be
changed with retroactive effect. The summary is for general information only,
and does not constitute tax advice.

EACH PROSPECTIVE PURCHASER IS ADVISED TO CONSULT THE PROSPECTUS, AS WELL AS
HIS OWN TAX ADVISOR, REGARDING THE SPECIFIC FEDERAL, STATE, LOCAL, FOREIGN AND
OTHER TAX CONSEQUENCES, IN LIGHT OF HIS INDIVIDUAL CIRCUMSTANCES, OF THE
ACQUISITION, OWNERSHIP AND SALE OF THE SECURITIES, AND OF POTENTIAL CHANGES IN
APPLICABLE TAX LAWS.

TAXATION OF TAXABLE STOCKHOLDERS

TAX ON DISTRIBUTIONS. Distributions from the Company will be taxable to
stockholders as ordinary income to the extent of the current and accumulated
earnings and profits of the Company and will not be eligible for the dividend
received deduction available to corporations. Distributions from the Company
which are designated as capital gains dividends by the Company will be taxed as
long-term capital gains to stockholders to the extent such distributions do not
exceed the Company's actual net capital gain for the taxable year. Corporate
stockholders may be required to treat up to 20% of any such capital gains
distributions as ordinary income and will not be eligible for the dividend
received deduction available to corporations.

Distributions from the Company to stockholders which are not designated as
capital gains dividends and which are in excess of the Company's current and
accumulated earnings and profits will be treated as a tax-free return of capital
to stockholders to the extent of the tax basis of a stockholder's shares. Any
such distribution in excess of such tax basis is taxable to such stockholders as
gain realized from the sale of the shares. A stockholder who has received a
distribution in excess of current and accumulated earnings and profits of the
Company may, upon the sale of his shares, realize a higher taxable gain or a
smaller loss because of the reduction in the basis of his shares.

In addition, any dividend declared by the Company in October, November or
December of any year and payable to a shareholder of record on a specific date
in such month will be treated as both paid and received by the shareholder on
December 31 of such year, provided that the dividend is actually paid by the
Company during January of the following year.

NO FLOW-THROUGH OF COMPANY'S LOSSES. If the Company incurs net losses,
such losses will not flow through to, and will not be not deductible by, the
stockholders.

SALE OF SHARES. Gain or loss recognized by a stockholder who holds his
shares as a capital asset will generally be taxable as capital gain or loss
which will be long-term provided such stockholder has held his shares for more
than one year at the time of sale. Furthermore, if a stockholder sells shares
which were held for one year or less and with respect to which a capital gain

<PAGE>

distribution was received, any loss on the sale up to the amount of the capital
gain distribution will be treated as long-term capital loss.

BACK-UP WITHHOLDING. Distributions from the Company will ordinarily not be
subject to withholding of Federal income taxes. However, the Company will be
required to withhold tax at a rate of 31% from distributions paid to those
stockholders who (a) fail to furnish their taxpayer identification number
("TIN") to the Company; (b) have, according to the IRS, furnished an incorrect
TIN to the Company; (c) have, according to the IRS, underreported interest,
dividend or patronage dividend income in the past; or (d) have failed to satisfy
the payee certification requirements of Section 3406 of the Code. Each
stockholder will be required to provide and certify his correct TIN and to
certify that he is not subject to backup withholding.

DISTRIBUTION INFORMATION. The Company will notify each stockholder after
the end of each year as to the portion of distributions paid that constitute
ordinary income, return of capital, capital gain and items of tax preference.

TAXATION OF TAX-EXEMPT STOCKHOLDERS

The IRS has issued a revenue ruling in which it held that amounts
distributed by a REIT to a tax-exempt pension trust do not constitute unrelated
business taxable income ("UBTI"). Subject to the discussion below,
distributions by a qualified REIT will not constitute UBTI provided that a tax-
exempt entity has not financed the acquisition with "acquisition indebtedness"
within the meaning of the Code and that the shares are not used in an unrelated
trade or business of a tax-exempt entity.

However, for taxable years beginning on or after January 1, 1994, if any
pension trust or other retirement trust that qualifies under Section 401(a) of
the Code ("qualified pension trust") holds more than 10% by value of the
interests in a "pension-held REIT," at any time during a taxable year, a portion
of the dividends paid to the qualified pension trust by the REIT may constitute
UBTI. For these purposes an entity would be a "pension-held REIT" if (i) it
would not have qualified as a REIT but for the provisions of the Code which look
through such a qualified pension trust in determining the ownership of shares of
the REIT and (ii) at least one qualified pension trust holds more than 25% by
value of the shares of such REIT or two or more qualified pension trusts (each
owning more than 10% by value of the REIT) hold in the aggregate more than 50%
by value of interests in such REIT.

For social clubs, voluntary employee benefit associations, supplemental
unemployment benefit trusts, and qualified group legal services plans, exempt
from tax under Sections 501(c)(7), (c)(9), (c)(17) and (c)(20) of the Code,
income from an investment in the Company will constitute UBTI unless the
organization is able to deduct amounts set aside or placed in reserve for
certain purposes so as to offset the income generated by its investment in the
Company. Such prospective investors should consult their own tax advisors
concerning these "set aside" and reserve requirements.

TAXATION OF FOREIGN STOCKHOLDERS

The rules governing United States income, gift and estate taxation of
foreign entities and individuals who are neither citizens nor residents of the
United States are complex. They depend not only upon United States federal and
state income, gift and estate tax principles, but also upon the treaties, if
any, between the United States and the country of the nonresident investor.
Accordingly, no attempt will be made to provide more than a summary of these
rules. All foreign investors should consult their own tax advisors as to the
tax treatment of the acquisition, ownership and disposition of shares in the
Company under the tax laws applicable to them.

Distributions by the Company to non-U.S. stockholders are treated as
dividends to the extent of the Company's current and accumulated earnings and
profits, except to the extent such distributions are attributable to gain from
sales or exchanges of United States real property interests. Such dividends are
subject to withholding at the rate of 30% unless the non-U.S. stockholder (i)
establishes that a lower rate of withholding (or no withholding) applies
pursuant to a treaty, or (ii) files Internal Revenue Service Form 4224 with the
Company claiming that income from the stockholder's investment in the stock is
treated as effectively connected with a United States trade or business. Income
that is treated as effectively connected with a United States trade or

<PAGE>

business is taxed at rates applicable to income recognized by United States
stockholders. If the stockholder is a corporation, effectively connected income
may also be subject to a 30% branch profits tax, unless a treaty exemption
applies.

Distributions in excess of the Company's current and accumulated earnings
and profits are not taxable to the stockholder to the extent they do not exceed
the adjusted basis of the stockholder's shares, but reduce the stockholder's
adjusted basis in such shares. To the extent such distributions exceed the
adjusted basis of the stockholder's shares, they are treated in the same manner
as gain from the sale or exchange of such shares, and may give rise to tax
liability as described below.

For any year in which the Company qualifies as a REIT, distributions that
are attributable to gain from sales or exchanges by the Company of United States
real property interests will be taxed to a non-U.S. stockholder as if such gain
were effectively connected with a United States trade or business. Such gain is
therefore subject to tax at rates applicable to capital gain recognized by
United States stockholders, subject to the possible application of alternative
minimum tax and, in the case of nonresident alien stockholders, a special
alternative minimum tax. These distributions may also be subject to a 30%
branch profits tax in the hands of a foreign corporate stockholder, unless a
treaty exemption applies. The Company is required to withhold 35% of any
distribution to a non-U.S. stockholder that could be designated by the Company
as a capital gains dividend. The amount withheld is allowed as a credit against
the tax liability of the non-U.S. stockholder.

It is possible that 50% or more in value of the stock of the Company will
be held directly or indirectly by foreign persons. If this is the case, the
Company will not be a "domestically controlled REIT," and gain recognized by a
non-U.S. stockholder on a sale or exchange of stock in the Company will be
subject to tax at rates applicable to capital gain recognized by United States
stockholders, subject to the possible application of alternative minimum tax
and, in the case of nonresident alien stockholders, a special alternative
minimum tax. For any period in which any class of the Company's stock is
regularly traded on an established securities market, this tax will apply to
such class only in the case of non-U.S. stockholders who have held more than 5%
of such class of the Company's stock during the relevant testing period.

If less than 50% in value of the stock of the Company is held directly or
indirectly by foreign persons at all times during the relevant testing period,
the Company will be a "domestically controlled REIT." In this event, gain
recognized by a non-U.S. stockholder on a sale or exchange of stock in the REIT
will not be subject to tax under rules of general application. If (i) the gain
is effectively connected with a United States trade or business of the non-U.S.
stockholder or (ii) the non-U.S. stockholder is an individual who is present in
the United States for more than 182 days during the taxable year, gain
recognized by such non-U.S. stockholder will be subject to tax at rates
applicable to capital gain recognized by United States stockholders.

STATE AND LOCAL TAXES

The Company and its stockholders may be subject to state and local taxes in
various jurisdictions such as those in which the Company owns property or may be
deemed to be engaged in activities or in which the stockholders reside or own
property or other interests. The tax treatment of the Company and its
stockholders in states having taxing jurisdiction over them may differ from the
Federal income tax treatment described in this summary. No discussion of state
taxation of the Company, the shares or the stockholders is provided herein.
Each stockholder should consult his tax advisor as to the status of the shares
under the respective state tax laws applicable to him.

UNDERWRITING

Subject to the terms and conditions contained in the underwriting agreement
between Lehman Brothers Inc. (the "Underwriter") and the Company (the
"Underwriting Agreement"), the Underwriter has agreed to purchase from the
Company, and the Company has agreed to sell to the Underwriter, 3,000,000 shares
of Common Stock.

The Underwriting Agreement provides that the Underwriter's obligation to
purchase the shares of Common Stock is subject to the satisfaction of certain
conditions, including the receipt of certain legal opinions. The nature of the
Underwriter's obligation is such that it is committed to purchase all of the
shares of Common Stock if any are purchased.

<PAGE>

The Underwriter has advised the Company that it proposes to offer the
shares of Common Stock offered hereby for sale, from time to time, to purchasers
directly or through agents, or through brokers in brokerage transactions on the
NYSE, or to underwriters or dealers in negotiated transactions or in a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.

Brokers, dealers, agents and underwriters that participate in the
distribution of the shares of Common Stock offered hereby may be deemed to be
underwriters under the Securities Act of 1933. Those who act as underwriter,
broker, dealer or agent in connection with the sale of the shares of Common
Stock offered hereby will be selected by the Underwriter and may have other
business relationships with the Company and its subsidiaries or affiliates in
the ordinary course of business.

The Company has granted to the Underwriter an option to purchase up to an
additional 450,000 shares of Common Stock at a purchase price of $23.25 per
share, solely to cover over-allotments, if any. Such option may be exercised at
any time until 30 days after the date of this Prospectus Supplement.

The Company has agreed, subject to certain exceptions (including the
issuance of shares of Common Stock pursuant to the Company's stock option plan,
restricted stock incentive plan and director stock plan and the issuance of
Common Stock upon conversion of the Debentures), not to offer, sell, enter into
any agreement to sell or otherwise dispose of any shares of Common Stock for a
period of 90 days after the date of this Prospectus Supplement.

The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933.

LEGAL MATTERS

The legality of the Common Stock offered hereby will be passed upon for the
Company by Coffield Ungaretti & Harris, Chicago, Illinois and certain legal
matters will be passed upon for the Underwriter by Skadden, Arps, Slate, Meagher
& Flom. Coffield Ungaretti & Harris and Skadden, Arps, Slate, Meagher & Flom
will rely on Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC, Baltimore,
Maryland as to certain matters of Maryland law. In addition, Coffield Ungaretti
& Harris will provide an opinion as to the qualification of the Company as a
REIT under the Code.

EXPERTS

The financial statements and financial statement schedules included in the
Company's Annual Report on Form 10-K incorporated by reference in this
Prospectus Supplement, to the extent and for the periods indicated in their
report, have been audited by Coopers & Lybrand L.L.P., independent accountants,
and are included herein in reliance upon the authority of those experts in
giving their report.

<PAGE>

PROSPECTUS
$200,000,000

CENTERPOINT PROPERTIES CORPORATION
COMMON STOCK AND SECURITIES WARRANTS
_________________

CenterPoint Properties Corporation (the "Company") may from time to time
offer in one or more series its (i) common stock, $.001 par value per share
("Common Stock") or (ii) warrants exercisable for Common Stock ("Securities
Warrants"), in amounts, at prices and on terms to be determined at the time of
the offering. The Common Stock and Securities Warrants (collectively referred
to herein as the "Securities") may be offered separately or together, in
separate series, in amounts, at prices and on terms to be described in one or
more supplements to this Prospectus (a "Prospectus Supplement").

The aggregate public offering price for Securities offered by the Company
will be up to $200,000,000 (or the equivalent based on the applicable exchange
rate at the time of the offering).

The specific terms of the Securities with respect to which this Prospectus
is being delivered will be set forth in the applicable Prospectus Supplement and
will include, where applicable: (i) in the case of Common Stock, any initial
public offering price and (ii) in the case of Securities Warrants, the specific
title and aggregate number, and the issue price and the exercise price. In
addition, such specific terms may include limitations on direct or beneficial
ownership and restrictions on transfer of the Securities, in each case as may be
appropriate to preserve the status of the Company as a real estate investment
trust ("REIT") for U.S. federal income tax purposes.

The applicable Prospectus Supplement also will contain information, where
applicable, about certain U.S. federal income tax considerations relating to,
and any listing on a securities exchange of, the Securities covered by such
Prospectus Supplement.

The Securities may be offered directly by the Company, through agents
designated from time to time by the Company, or through underwriters or dealers.
If any agents or underwriters are involved in the sale of any of the Securities,
their names, and any applicable purchase price, fee, commission or discount
arrangement with, between or among them, will be set forth, or will be
calculable from the information set forth, in an accompanying Prospectus
Supplement. See "Plan of Distribution." No Securities may be sold without
delivery of a Prospectus Supplement describing the method and terms of the
offering of such Securities.

SEE "RISK FACTORS" ON PAGE 4 OF THIS PROSPECTUS FOR CERTAIN FACTORS AND MATERIAL
RISKS IN CONNECTION WITH THE PURCHASE OF THE SECURITIES.

________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

________________

<PAGE>

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON
OR ENDORSED THE MERITS OF THIS OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

January 26, 1996

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and other applicable legal
or American Stock Exchange, Inc. ("AMEX") requirements, pursuant to which the
Company files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company under the Exchange Act may
be examined without charge at, or copies obtained upon payment of prescribed
fees from, the Public Reference Section of the Commission at Judiciary Plaza
Office Building, 450 Fifth Street, N.W., Washington, D.C. 20549 and will also be
available for inspection and copying at the regional offices of the Commission
located at 13th Floor, 7 World Trade Center, New York, New York 10048 and at
Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661-
2511, and at the AMEX, 86 Trinity Place, New York, New York 10006.

The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement"), of which this Prospectus is a part, under the Securities Act of
1933, as amended (the "Securities Act"), and the rules and regulations
promulgated thereunder, with respect to the Securities offered pursuant to this
Prospectus. This Prospectus does not contain all of the information set forth
in the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further information with
respect to the Company and the Securities, reference is made to the Registration
Statement, which may be inspected and copied in the manner and at the sources
described above.

Statements contained in this Prospectus as to the contents of any contract
or other document that is filed as an exhibit to the Registration Statement are
not necessarily complete, and each such statement is qualified in its entirety
by reference to the full text of such contract or document.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents previously filed by the Company with the Commission
pursuant to the Exchange Act are incorporated herein by reference:

1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994, as amended by the Company's Form 10-K/A-1 filed
with the Commission on January 16, 1996 (File No. 1-12630);

2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995, as amended by the Company's Form 10-Q/A-1 filed with
the Commission on January 16, 1996 (File No. 1-12630);

3. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995, as amended by the Company's Form 10-Q/A-1 filed with
the Commission on January 16, 1996 (File No. 1-12630);

4. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, as amended by the Company's Form 10-Q/A-1 filed
with the Commission on January 16, 1996 (File No. 1-12630);

5. The description of the Company's Common Stock set forth in the
Company's Post-Effective Amendment No. 1 to Form S-3 registration
statement filed with the Commission on March 22, 1995 (File No. 33-
89630); and

6. The description of the Company's 1995 Director Stock Plan and
1995 Restricted Stock Incentive Plan set forth in the Company's Proxy
Statement for the Annual Meeting of the Stockholders of the Company
held on May 23, 1995 filed with the Commission on April 25, 1995.

<PAGE>

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of all Securities offered hereby shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents. Any statement herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Prospectus except as so modified or
superseded.

The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the documents
that have been or may be incorporated herein by reference (excluding exhibits to
such information unless such exhibits are specifically incorporated by reference
into the information that this Prospectus incorporates). Requests for such
information should be directed to CenterPoint Properties Corporation, 401 North
Michigan, 30th Floor, Chicago, Illinois 60611; Attention: Paul S. Fisher,
Secretary; telephone (312) 346-5600.

THE COMPANY

The Company is a self-administered and self-managed real estate company
focused on the acquisition, development, redevelopment, management and ownership
of warehouse/industrial property located in Metropolitan Chicago (defined as the
area within a 100-mile radius of Chicago), which, according to a ranking of
markets published by CB Commercial/Torto Wheaton Research, is the largest
warehouse/industrial market in the United States. The Company's election of
REIT status, filed with its 1994 federal income tax return, is effective as of
January 1, 1994.

The Company, a Maryland corporation, was founded in 1984 and completed its
initial public offering of securities in December 1993 (the "IPO"). Between
completion of the IPO and December 31, 1995, the Company has increased the size
of its warehouse/industrial portfolio by 4.9 million square feet or 96% by
acquiring 30 fully-leased warehouse/industrial properties, including four
redevelopment properties and two build-to-suit projects, and by completing three
tenant expansions.

As of December 31, 1995, the Company owned and managed a portfolio of 63
warehouse/industrial properties, containing approximately 9.8 million square
feet of space. Based on published statistics regarding square feet of space
owned and managed by other firms and publicly available information filed with
the Securities and Exchange Commission, as well as its knowledge and experience
in the market, the Company believes it is the largest owner and operator of
warehouse/industrial property in Metropolitan Chicago. The Company also owns
and manages four retail properties and one apartment property. The Company's
properties are currently 98% leased, with the warehouse/industrial properties
occupied by 121 tenants in diverse industries and no tenant accounting for the
lease of more than 8% of the total square footage of the Company's
warehouse/industrial portfolio. Substantially all of the Company's properties
have been constructed or renovated during the past ten years.

The Company believes that investment in warehouse/industrial property
offers attractive returns and stable cash flow. Published statistics indicate
that total returns from warehouse/industrial properties have been among the
highest of any commercial property type in each of the past 15 years. The
Company believes that cash flow from warehouse/industrial property investments
is generally more predictable than cash flow from other property types because:
(i) relatively short construction periods discourage speculative building; (ii)
lower capital expenditures are required to sustain rental income due to the
adaptable character of warehouse/industrial property; and (iii) tenant renewal
rates are higher due to the significant cost and disruption to tenant operations
resulting from relocations. Moreover, leases for warehouse/industrial
properties provide generally for rent growth through contractual rent increases
or rents tied to certain indices such as the Consumer Price Index and are
generally structured as net leases, providing for the pass through to tenants of
all operating and real estate tax expenses.

<PAGE>

The Company believes that Metropolitan Chicago offers significant
opportunities for investment in and ownership of warehouse/industrial property.
Metropolitan Chicago, due to its central location and extensive air, roadway,
rail and transportation infrastructure, has become the largest
warehouse/industrial market in the United States, encompassing over 830 million
square feet of warehouse/industrial property and supporting a diverse industrial
and service industry base.

The Company's objective is to maximize stockholder value by pursuing a
growth strategy consisting of (i) intensive management of the Company's existing
properties and (ii) the acquisition of existing leased properties, build-to-suit
projects and properties suitable for redevelopment.

The Company's principal executive office is located at 401 North Michigan
Avenue, 30th Floor, Chicago, Illinois 60611, and its telephone number is
(312) 346-5600.

RISK FACTORS

Prospective investors should carefully consider, among other factors, the
matters described below.

LIMITED GEOGRAPHICAL AND PROPERTY-TYPE DIVERSIFICATION

All of the Company's properties are located in Metropolitan Chicago, and
most of the Company's properties are warehouse/industrial properties. While the
Company believes that its focus on this geographical area and property type is
an advantage, the Company's performance and its ability to make distributions to
stockholders could be adversely affected by unfavorable economic and/or
warehouse/industrial real estate conditions in Metropolitan Chicago.

RISKS OF DEBT FINANCING

The Company is subject to the risks normally associated with the incurrence
of debt financing, including the risks that (i) the Company will be unable to
meet required payments of principal and interest, (ii) existing indebtedness
will not be able to be refinanced or, if refinanced, the terms of such
refinancing will not be as favorable as the original terms of such indebtedness
and (iii) necessary capital expenditures for such purposes as renovations and
other improvements will not be able to be financed or, if financed, will not be
able to be financed on terms favorable to the Company. If a property is
mortgaged to secure payment of indebtedness and the Company is unable to meet
mortgage payments, the property could be foreclosed upon by the mortgagee with a
consequent loss of income and asset value to the Company.

The Company intends to continue its policy of maintaining a ratio of debt
(excluding the Company's 8.22% Convertible Subordinated Debentures due 2004 (the
"Debentures")) to total market capitalization of the Company of less than 50%.
However, the Articles of Incorporation do not contain any limitations on the
ratio of debt to total market capitalization. Accordingly, the Board of
Directors could alter or eliminate the current limitation on borrowing without
the approval of the Company's stockholders. If this policy were changed, the
Company could become more highly leveraged, resulting in an increase in debt
service that could adversely affect the Company's Funds from Operations and its
ability to make expected distributions to stockholders, as well as increase the
risk of default on the Company's other indebtedness and any borrowings incurred
under the Company's lines of credit.

To the maximum extent practicable, the Company intends to incur fixed rate
debt and to avoid using variable rate financing in the future, except with
respect to the interim financing of acquisitions or other short-term credit
requirements. A change in this policy, which would expose the Company to the
risk of interest rate fluctuations and, consequently, an increase in interest
expense, could be made without the approval of the stockholders. An increase in
interest expense could have a material adverse impact on the Company's
operations.

<PAGE>

LIMITATION ON OWNERSHIP OF SHARES

In order for the Company to qualify as a REIT under the Internal Revenue
Code of 1986, as amended (the "Code"), not more than 50% in value of the
Company's outstanding stock may be owned, directly or indirectly, by five or
fewer individuals (as defined in the Code to include certain entities). Due to
these limitations on the concentration of ownership of stock of a REIT,
ownership of more than 9.8% of the value of the outstanding shares of stock by
any single stockholder has been restricted in the Articles of Incorporation,
with the exception of the ownership of Common Stock by the Company's former
parent company, Capital and Regional Properties, plc.

Recent tax legislation relaxed the rules concerning ownership of stock in a
REIT by certain domestic pension trusts. The Articles of Incorporation do not
implement this change in the tax law. Under the Articles of Incorporation,
domestic pension funds are subject to the restriction on ownership of more than
9.8% of the value of the outstanding stock.

These ownership limits, as well as the ability of the Company to issue
additional shares of Common Stock and Preferred Stock, may discourage a change
of control of the Company and may also (i) deter tender offers for the Common
Stock, which offers may be advantageous to stockholders, and (ii) limit the
opportunity for stockholders to receive a premium over then prevailing market
prices for their Common Stock that might otherwise exist if an investor were
attempting to assemble a block of Common Stock or otherwise effect a change of
control of the Company.

CHANGES IN INVESTMENT AND FINANCING OBJECTIVES

The investment and financing objectives of the Company, and its objectives
with respect to certain other activities, including without limitation, the
objective that the Company qualify as a REIT, will be determined by the Board of
Directors. Although the Board of Directors has no present intention to do so,
the Board may revise current objectives of the Company at any time and from time
to time in its sole discretion. Accordingly, stockholders will have no direct
control over changes in the objectives of the Company.

EFFECT ON MARKET PRICE OF SHARES AVAILABLE FOR FUTURE SALE

Sales of a substantial number of shares of Common Stock by directors,
officers and affiliates of the Company, or by holders of Debentures who may
elect to convert their Debentures to Common Stock, or the perception that such
sales could occur, could adversely affect prevailing market prices for shares.

To address this concern, officers and affiliates of the Company have agreed
not to sell their shares of Common Stock which are restricted until September
27, 1996 except in the event of termination of employment by the Company or
personal hardship as determined by the Company's independent directors and
thereafter only pursuant to (i) Rule 144 promulgated by the Commission under the
Securities Act or (ii) a registration statement filed by the Company in which
their participation has been approved by the independent directors of the
Company. However, there is no assurance that expiration of the holding period
will not adversely affect prevailing market prices for the Common Stock.

<PAGE>

REAL ESTATE INVESTMENT CONSIDERATIONS

GENERAL. The business of owning and investing in real estate is highly
competitive and is subject to numerous inherent risks, including adverse changes
in general or local economic conditions and/or specific industry segments, real
estate values, rental rates, interest rates, real estate tax rates and other
operating expenses, the possibility of competitive overbuilding and of the
Company's inability to obtain or maintain high levels of occupancy in the
Company's properties, of tenant defaults, governmental rules and fiscal policies
(including rent control legislation), acts of God and other factors which are
beyond the control of the Company. In addition to affecting the profitability
of operations, these and other factors could impact the marketability of the
Company's properties.

In addition to the general risks of ownership and investment in real
property, the Company will be subject to other risks in connection with the
leasing, redevelopment and improvement of properties, such as the risk that the
properties may operate at a cash deficit during the redevelopment and/or lease-
up period, and the risk of a contractor's inability to control costs and to
conform to plans, specifications and timetables, which may in turn be affected
by strikes, weather, government regulations and other conditions beyond the
contractor's control. The benefits anticipated from such transactions,
therefore, may be reduced or may not materialize. The Company may in the future
acquire properties in need of additional leasing activity, rehabilitation or
improvement.

For the year ended December 31, 1995, tenant leases representing
approximately 11% of the gross leasable area of the Company's real estate
portfolio expired. Of these leases, leases representing approximately 58% of
the gross leasable area were renewed, and leases for approximately 36% of the
gross leasable area were entered into with new tenants. For the year ending
December 31, 1996, tenant leases representing approximately 10% percent of the
gross leasable area of the Company's real estate portfolio are scheduled to
expire. While based on historical experience, the Company anticipates that
lease renewal and reletting experience will be favorable, there is no assurance
that significant vacancies will not occur, resulting in an adverse effect on the
Company's operating results.

NEED FOR ADDITIONAL FUNDING. The Company's growth has resulted, and is
expected in the future to result, largely from acquisitions of additional
properties. To continue to fund property acquisitions, the Company expects that
it will need to incur additional indebtedness and/or issue additional equity
securities. The incurrence of additional debt will be subject to the risks
described above under the caption "Risks of Debt Financing," and the issuance of
additional equity securities could have the effect of diluting the interests of
the Company's existing stockholders.

COMPETITION. All of the Company's existing properties, and all of the
properties that it may acquire in the future are expected to be, located in
areas that include numerous other warehouse/industrial, retail or apartment
properties, many of which may be deemed to be more suitable to any potential
tenant. The resulting competition could have a material adverse effect on the
Company's ability to lease its properties and to increase the rentals charged on
existing leases.

ENVIRONMENTAL MATTERS. All of the Company's existing properties have been,
and all properties the Company may acquire in the future will be, subjected to a
Phase I or similar environmental assessment. The purpose of a Phase I
environmental assessment is to determine if past and present uses of a property
indicate the potential for soil or groundwater contamination or if other
environmental conditions might affect the value of or future uses of the
property. Phase I environmental assessments generally include the following:
visual inspection of environmental conditions at and around the property; review
of available land use records; interviews with the property representatives;
examination of information from environmental agencies; and a walk through
survey for suspected asbestos containing or other toxic materials. These
environmental assessments have not revealed any environmental condition with
respect to any of the Company's existing properties that the Company believes
could have a material adverse effect upon the business or assets of the Company.
However, no assurance can be given that environmental assessments have revealed
or will reveal all potentially negative environmental conditions that may exist.

Under various federal, state and local laws, ordinances and regulations, an
owner or operator of real estate is potentially liable to governmental entities
or third parties for property damage and the costs of investigation, removal or
remediation of

<PAGE>

contamination caused by certain hazardous or toxic substances on or in such
property. Such laws often impose liability without regard to whether the owner
knew of, or was responsible for, the presence of such hazardous or toxic
substances. The presence of such substances, or the failure to properly remove
such substances or remediate any contamination caused thereby, may adversely
affect the owner's ability to sell or rent such property or to borrow using such
property as collateral. Persons who arrange for the disposal of hazardous
substances at a treatment, storage or disposal facility may be liable for the
cost of removal or remediation of such substances at such treatment, storage or
disposal facility, whether or not such facility is owned or operated by such
person. Certain environmental laws impose liability for release of asbestos-
containing materials into the air, and third parties may seek recovery from
owners or operators of real properties for personal injury associated with such
materials. In connection with the ownership, operation, management and
development of properties, the Company may be considered the owner or operator
of such properties or as having arranged for the disposal of hazardous or toxic
substances and, therefore, may be potentially liable for removal or remediation
costs, as well as certain other related costs, including governmental fines and
damages for injuries to persons and properties.

UNINSURED LOSS. The Company maintains comprehensive liability, fire, flood
(where appropriate), extended coverage and rental loss insurance with respect to
its properties, with limits and deductibles customary in the industry. Certain
types of losses, however, may be either uninsurable or not economically
insurable, such as those due to earthquakes, riots or acts of war. Should an
uninsured loss occur, the Company could lose both its investment in and
anticipated profits and cash flow from a property and would continue to be
obligated on any mortgage indebtedness or other obligations related to the
property. Any such loss could adversely affect the Company.

COST OF COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT. Under the
Americans with Disabilities Act of 1990 (the "ADA"), all public accommodations
are required to meet certain federal requirements related to access and use by
disabled persons. Existing warehouse/industrial properties generally are exempt
from the provisions of ADA but may be subject to provisions requiring that
buildings be made accessible to people with disabilities. Compliance with the
ADA could require removal of access barriers, and non-compliance could result in
the imposition of fines by the federal government or an award of damages to
private litigants. While the amounts of such compliance costs, if any, are not
currently ascertainable, they are not expected to have an adverse effect on the
Company.

CERTAIN RISKS RELATED TO REIT STATUS AND STRUCTURE

TAXATION AS A CORPORATION. The Company's election of REIT status, filed
with its 1994 federal income tax return, is effective as of January 1, 1994.
Although the Company believes that it has operated in such a manner as to
qualify as a REIT, no assurance can be given that the Company will remain so
qualified. Qualification as a REIT involves the satisfaction of numerous
requirements (some on an annual and quarterly basis) established under highly
technical and complex Code provisions for which there are only limited judicial
or administrative interpretations, and involves the determination of various
factual matters and circumstances not entirely within the Company's control.

If the Company were to fail to qualify as a REIT in any taxable year, the
Company would be subject to federal income tax (including any applicable
alternative minimum tax) on its taxable income at corporate rates. Moreover,
unless entitled to relief under certain statutory provisions, the Company would
also be disqualified from treatment as a REIT for the four taxable years
following the year during which disqualification occurred. This treatment would
reduce the net earnings of the Company available for investment or distribution
to stockholders because of the additional tax liability to the Company for the
years involved. In addition, distributions to stockholders would no longer be
required to be made.

LACK OF CONTROL OF CERTAIN SUBSIDIARY CORPORATIONS. The Company expects to
derive income from certain activities (such as management of properties owned by
third parties) in excess of amounts the Company could earn directly or through
an entity controlled by the Company without jeopardizing its REIT status.
Accordingly, the Company will own a small percentage of the voting stock of one
or more corporations carrying on such activities, and will have limited ability
to influence their day-to-day management, even though the Company will own stock
representing most of the economic interest in such corporations.

<PAGE>

OTHER TAX LIABILITIES. Even as a REIT, the Company will be subject to
certain federal, state and local taxes on its income and property.

USE OF PROCEEDS

Unless otherwise specified in the applicable Prospectus Supplement, the
Company intends to invest the net proceeds of any sale of Securities for general
business purposes, including the development, redevelopment and acquisition of
additional properties and repayment of outstanding debt.

DESCRIPTION OF CAPITAL STOCK

The following is a summary of the terms of the capital stock of the
Company. This summary does not purport to be complete and is subject to and
qualified in its entirety by reference to the Articles of Incorporation and
Bylaws of the Company. See "Available Information."

GENERAL

The Articles of Incorporation authorize the issuance of up to 50,000,000
shares of Common Stock, $.001 par value per share, and 10,000,000 shares of
Preferred Stock, $.001 par value per share. As of January 16, 1996, there were
10,362,245 shares of Common Stock issued and outstanding. In addition, as of
January 16, 1996, there were approximately 1.2 million shares of Common Stock
reserved for issuance upon conversion of the Debentures, 750,000 shares of
Common Stock reserved for issuance under the Company's Stock Option Plan and
150,000 and 75,000 shares of Common Stock reserved for issuance under the
Company's 1995 Restricted Stock Incentive Plan and Director Stock Plan,
respectively. As of January 22, 1996, 2,272,727 shares of Series A Preferred
Stock of the Company were issued and outstanding after a private placement to a
single investor in September, 1995.

COMMON STOCK

Holders of Common Stock are entitled to receive dividends when and as
declared by the Board of Directors out of funds legally available therefor after
payment of any preferential dividends to the holders of any series of Preferred
Stock that may then be issued and outstanding. Upon any liquidation,
dissolution or winding up of the Company, holders of Common Stock are entitled
to receive ratably any assets remaining after payment in full of all liabilities
of the Company and any preferential payments to the holders of Preferred Stock.
The holders of Common Stock are entitled to one vote per share on all matters
voted on by stockholders, including elections of directors, and, except as
otherwise required by law with respect to class voting rights, or provided in
any resolution adopted by the Board of Directors with respect to any series of
Preferred Stock establishing the powers, designations, preferences and relative,
participating, optional or other special rights of such series, the holders of
Common Stock possess all voting powers. Holders of Common Stock do not possess
preemptive rights to subscribe for additional securities of the Company or the
right to cumulate their shares in the election of directors or in any other
matter. All shares of Common Stock offered by the Company will be, and all
issued and outstanding shares of Common Stock are, fully paid and non-
assessable.

The transfer agent and registrar for the Common Stock will be set forth in
the applicable Prospectus Supplement.

NO STOCKHOLDER LIABILITY

Applicable Maryland law provides that no holder of Common Stock will be
personally liable for the acts and obligations of the Company and that the funds
and property of the Company will be the only recourse for such acts or
obligations.

<PAGE>

RESTRICTIONS ON TRANSFER

For the Company to qualify as a REIT under the Code, shares of Common Stock
must be beneficially owned by 100 or more persons during at least 335 days of a
taxable year of 12 months (other than the first year for which REIT status is
elected) or during a proportionate part of a shorter taxable year. Also, not
more than 50% of the value of the issued and outstanding shares of capital stock
may be owned, directly or indirectly, by five or fewer individuals (as defined
in the Code to include certain entitles) during the last half of a taxable year
(other than the first year for which REIT status is elected) or during a
proportionate part of a shorter taxable year. To ensure compliance with these
requirements, the Articles of Incorporation contain provisions restricting the
ownership and acquisition of shares of the Company's capital stock.

The Articles of Incorporation, subject to an exception in favor of Capital
and Regional Properties, plc ("CRP-London"), provide that no holder may own, or
be deemed to own by virtue of the attribution provisions of the Code, more than
9.8% in value (the "Ownership Limit") of the issued and outstanding shares of
the Company's Common Stock or Preferred Stock (collectively, "Equity Stock").
The constructive ownership rules are complex and may cause Equity Stock owned
directly or constructively by a group of related individuals and/or entities to
be deemed to be constructively owned by one individual or entity. As a result,
the acquisition of less than 9.8% of the Equity Stock (or the acquisition of an
interest in an entity which owns Equity Stock) by an individual or entity could
cause that individual or entity (or another individual or entity) to own
constructively in excess of 9.8% of the Equity Stock, and thus subject such
Equity Stock to the Ownership Limit. The Board of Directors may, upon the
receipt of a ruling from the IRS or an opinion of counsel satisfactory to it,
waive the Ownership Limit with respect to a given holder if such holder's
ownership will not then or in the future jeopardize the Company's status as a
REIT.

The Articles of Incorporation contain a provision which limits the right of
any stockholder to transfer or otherwise dispose of his shares of Equity Stock
in a manner which is contrary to the Ownership Limit. If any stockholder
purports to transfer his shares to another person and either the transfer would
result in the Company failing to qualify as a REIT or such transfer would cause
the transferee to hold more than the Ownership Limit, the purported transfer
will be null and void and the stockholder will be deemed not to have transferred
his shares. Moreover, if any person holds shares in excess of the Ownership
Limit, such person shall be deemed to hold those shares that cause such limit to
be exceeded solely in trust for the benefit of the Company, and will not receive
distributions with respect to such shares or be entitled to vote such shares.
In such event, such person will be deemed to have offered to sell such excess
shares to the Company for the lesser of the amount paid for such shares or the
market price of such shares, which offer the Company can accept for a period of
90 days after the later of (i) the date of the transfer resulting in such excess
shares and (ii) the date the Company's Board of Directors determines that such
excess shares exist. In its sole discretion, the Company may repurchase such
shares for cash.

Federal income tax regulations require that the Company demand within 30
days after the end of each of its taxable years written statements from
stockholders of record holding more than a specified percentage of the Company's
stock, in which the stockholders set out information with respect to their
actual and constructive ownership of the Equity Stock and the Debentures. In
addition, each stockholder must on demand disclose to the Company in writing
such additional information as the Company request in order to determine the
effect of such stockholder's direct, indirect and constructive ownership of such
shares on the Company's status as a REIT.

All certificates representing shares of Common Stock will bear a legend
referring to the restrictions on transfer described above.

These ownership limitations could have the effect of discouraging a
takeover or other transactions in which holders of some, or a majority, of
shares of Equity Stock might receive a premium for their shares over the
prevailing market price or which such holders might believe to be otherwise in
their best interest.

<PAGE>

DESCRIPTION OF SECURITIES WARRANTS

The Company may issue Securities Warrants for the purchase of Common Stock.
Securities Warrants may be issued independently or together with any other
Securities offered by any Prospectus Supplement and may be attached to or
separate from such Securities. Each series of Securities Warrants will be
issued under a separate warrant agreement (each a "Warrant Agreement") to be
entered into between the Company and a warrant agent specified in the applicable
Prospectus Supplement (the "Warrant Agent"). The Warrant Agent will act solely
as an agent of the Company in connection with the Securities Warrants of such
series and will not assume any obligation or relationship of agency or trust for
or with any holders or beneficial owners of Securities Warrants. The following
summaries of certain provisions of the Securities Warrant Agreement and the
Securities Warrants do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all the provisions of the
Securities Warrant Agreement and the Securities Warrant certificates relating to
each series of Securities Warrants which will be filed with the Commission and
incorporated by reference as an exhibit to the Registration Statement of which
this Prospectus is a part at or prior to the time of the issuance of such series
of Securities Warrants.

The applicable Prospectus Supplement for Securities Warrants for the
purchase of Common Stock will describe the terms of such Securities Warrants,
including the following where applicable: (i) the offering price; (ii) the
aggregate number of shares purchasable upon exercise of such Securities
Warrants, the exercise price; (iii) the date, if any, on and after which such
Securities Warrants and the related series of Common Stock will be transferable
separately; (iv) the date on which the right to exercise such Securities
Warrants shall commence and the Expiration Date; (v) any special United States
federal income tax consequences; and (vi) any other material terms of such
Securities Warrants.

Securities Warrant certificates may be exchanged for new Securities Warrant
certificates of different denominations, may (if in registered form) be
presented for registration of transfer, and may be exercised at the corporate
trust office of the Warrant Agent or any other office indicated in the
applicable Prospectus Supplement. Prior to the exercise of any Securities
Warrants to purchase Common Stock, holders of such Securities Warrants will not
have any rights of holders of Common Stock, including the right to receive
payments of dividends, if any, on such Common Stock, or to exercise any
applicable right to vote.

EXERCISE OF SECURITIES WARRANTS

Each Securities Warrant will entitle the holder thereof to purchase such
number of shares of Common Stock at such exercise price as shall in each case be
set forth in, or calculable from, the Prospectus Supplement relating to the
offered Securities Warrants. After the close of business on the Expiration Date
(or such later date to which such Expiration Date may be extended by the
Company), unexercised Securities Warrants will become void.

Securities Warrants may be exercised by delivering to the Securities
Warrant Agent payment as provided in the applicable Prospectus Supplement of the
amount required to purchase the Common Stock purchasable upon such exercise,
together with certain information set forth on the reverse side of the
Securities Warrant certificate. Securities Warrants will be deemed to have been
exercised upon receipt of payment of the exercise price, subject to the receipt
within five (5) business days, of the Securities Warrant certificate evidencing
such Securities Warrants. Upon receipt of such payment and the Securities
Warrant certificate properly completed and duly executed at the corporate trust
office of the Securities Warrant agent or any other office indicated in the
applicable Prospectus Supplement, the Company will, as soon as practicable,
issue and deliver the Common Stock purchasable upon such exercise. If fewer
than all of the Securities Warrants represented by such Securities Warrant
certificate are exercised, a new Securities Warrant certificate will be issued
for the remaining amount of Securities Warrants.

AMENDMENTS AND SUPPLEMENTS TO WARRANT AGREEMENT

The Warrant Agreements may be amended or supplemented without the consent
of the holders of the Securities Warrants issued thereunder to effect changes
that are not inconsistent with the provisions of the Securities Warrants and
that do not adversely affect the interests of the holders of the Securities
Warrants.

<PAGE>

COMMON STOCK WARRANT ADJUSTMENTS

Unless otherwise indicated in the applicable Prospectus Supplement, the
exercise price of, and the number of shares of Common Stock covered by, a Common
Stock Warrant are subject to adjustment in certain events, including (i) payment
of a dividend on the Common Stock payable in capital stock and stock splits,
combinations or reclassification of the Common Stock; (ii) issuance to all
holders of Common Stock of rights or warrants to subscribe for or purchase
shares of Common Stock at less than their current market price (as defined in
the Warrant Agreement for such series of Common Stock Warrants); and (iii)
certain distributions of evidences of indebtedness or assets (including
securities but excluding cash dividends or distributions paid out of
consolidated earnings or retained earnings or dividends payable in Common Stock)
or of subscription rights and warrants (excluding those referred to above).

No adjustment in the exercise price of, and the number of shares of Common
Stock covered by, a Common Stock Warrant will be made for regular quarterly or
other periodic or recurring cash dividends or distributions or for cash
dividends or distributions to the extent paid from consolidated earnings or
retained earnings. No adjustment will be required unless such adjustment would
require a change of at least 1% in the exercise price then in effect. Except as
stated above, the exercise price of, and the number of shares of Common Stock
covered by, a Common Stock Warrant will not be adjusted for the issuance of
Common Stock or any securities convertible into or exchangeable for Common
Stock, or carrying the right or option to purchase or otherwise acquire the
foregoing, in exchange for cash, other property or services.

In the event of any (i) consolidation or merger of the Company with or into
any entity (other than a consolidation or a merger that does not result in any
reclassification, conversion, exchange or cancellation of outstanding shares of
Common Stock); (ii) sale, transfer, lease or conveyance of all or substantially
all of the assets of the Company; or (iii) reclassification, capital
reorganization or exchange of the Common Stock (other than solely a change in
par value or from par value to no par value), then any holder of a Common Stock
Warrant will be entitled, on or after the occurrence of any such event, to
receive on exercise of such Common Stock Warrant the kind and amount of shares
of stock or other securities, cash or other property (or any combination
thereof) that the holder would have received had such holder exercised such
holder's Common Stock Warrant immediately prior to the occurrence of such event.
If the consideration to be received upon exercise of the Common Stock Warrant
following any such event consists of common stock of the surviving entity, then
from and after the occurrence of such event, the exercise price of such Common
Stock Warrant will be subject to the same anti-dilution and other adjustments
described in the second preceding paragraph, applied as if such common stock
were Common Stock.

CERTAIN PROVISIONS OF MARYLAND LAW AND OF
THE COMPANY'S CHARTER AND BYLAWS

The following paragraphs summarize certain provisions of Maryland law and
the Company's Articles of Incorporation and Bylaws. The summary does not
purport to be complete and is subject to and qualified in its entirety by
reference to Maryland law and the Articles of Incorporation and Bylaws. See
"Available Information."

THE BOARD OF DIRECTORS

The Company's Bylaws provide that the number of directors of the Company
may be established by the Board but may not be fewer than three nor more than
ten, a majority of which must be independent. Any vacancy will be filled, at
any regular meeting or at any special meeting of stockholders called for that
purpose or by a majority of the remaining directors, except that a vacancy
resulting from an increase in the number of directors will be filled by a
majority of the entire Board. Pursuant to the terms of the Articles of
Incorporation, each director will hold office for a one-year term expiring at
the annual meeting of stockholders to be held the following year and until his
successor is duly elected and qualified. Holders of shares will have no right
to cumulative voting in the election of directors.

<PAGE>

BUSINESS COMBINATIONS

As a Maryland corporation, the Company is subject to certain restrictions
concerning certain "business combinations" (including a merger, consolidation,
share exchange, or, in certain circumstances, an asset transfer or issuance or
reclassification of equity securities) between the Company and an Interested
Stockholder (defined as any person who beneficially owns 10% or more of the
voting power of the Company's shares or an affiliate of the Company who, at any
time within the two-year period prior to the date in question, was the
beneficial owner of 10% or more of the voting power of the then-outstanding
voting stock of the Company) or an affiliate thereof. Such business
combinations are prohibited for five years after the most recent date on which
the Interested Stockholder became an Interested Stockholder. Thereafter, any
such business combination must be recommended by the Board of Directors of the
Company and approved by the affirmative vote of at least 80% of the votes
entitled to be cast by holders of outstanding voting shares of the Company
voting together as a single group and of at least two-thirds of the votes
entitled to be cast by holders of voting shares other than voting shares with
whom the business combination is to be effected, unless, among other things, the
Company's stockholders receive a "minimum price" (as determined under Maryland
law) for their shares and the consideration is received in cash or in the same
form as previously paid by the Interested Stockholder for its shares. These
provisions of Maryland law do not apply, however, to business combination that
are approved or exempted by the Board of Directors of the Company prior to the
time that the Interested Stockholder becomes an Interested Stockholder.

CONTROL SHARE ACQUISITIONS

Maryland law provides that "control shares" of a Maryland corporation
acquired in a "control share acquisition" have no voting rights except to the
extent approved by a vote of two-thirds of the votes entitled to be cast on the
matter, excluding shares of stock owned by the acquirer or by officers or
directors who are employees of the Company. "Control Shares" are voting shares
which, if aggregated with all other such shares previously acquired by such
person, or in respect of which such person is able to exercise or direct the
exercise of voting power, except solely by virtue of a revocable proxy, would
entitle the acquiror, directly or indirectly, to exercise voting power in
electing directors within any one of the following ranges of voting power: (i)
one-fifth or more but less than one-third; (ii) one third or more but less than
a majority; or (iii) a majority of all voting power. Control shares do not
include shares the acquiring person is then entitled to vote as a result of
having previously obtained stockholder approval. A "control share acquisition"
means the acquisition of control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition, upon
satisfaction of certain conditions (including an undertaking to pay expenses),
may compel the Board of Directors to call a special meeting of stockholders to
be held within 50 days of the demand to consider the voting rights of the
shares. If no request for a meeting is made, the Company may itself present the
question at any stockholders' meeting.

If voting rights are not approved at the meeting or if the acquiring person
does not deliver an acquiring person statement as required by Maryland law,
then, subject to certain conditions and limitations, the Company may redeem any
or all of the control shares (except those for which voting rights have
previously been approved) for fair value, determined without regard to the
absence of voting rights for control shares, as of the date of the last control
share acquisition or of any meeting of stockholders at which the voting rights
of such shares are considered and not approved. If voting rights for control
shares are approved at a stockholders' meeting and the acquiror becomes entitled
to vote a majority of the shares entitled to vote, all other stockholders may
exercise appraisal rights. The fair value of the shares determined for purposes
of such appraisal rights may not be less than the highest price per share paid
in the control share acquisition, and certain limitations and restrictions
otherwise applicable to the exercise of dissenter's rights do not apply in the
context of a control share acquisition.

The control share acquisition provisions of Maryland law do not apply to
shares acquired in a merger, consolidation or share exchange if the Company is a
party to the transaction, or to acquisitions which may be approved of or
exempted by the Articles of Incorporation or Bylaws of the Company. No such
provisions are currently contained in with the Company's Articles of
Incorporation or Bylaws. There can be no assurance, however, that such
provisions will not be provided for in the future.

<PAGE>

AMENDMENT TO THE ARTICLES OF INCORPORATION

The Company's Articles of Incorporation may be amended only by the
affirmative vote of the holders of not less than two-thirds of all of the votes
entitled to be cast on the matter.

DISSOLUTION OF THE COMPANY

The dissolution of the Company must be approved by the affirmative vote of
the holders of not less than two-thirds of all of the votes entitled to be cast
on the matter or the written consent of all holders of shares entitled to vote
on this matter.

ADVANCE NOTICE OF DIRECTOR NOMINATIONS AND NEW BUSINESS

The Company's Articles of Incorporation establish an advance notice
procedure for stockholders to make nominations of candidates for election as
directors or bring other business before an annual meeting of stockholders
("Stockholder Notice Procedures").

The Stockholder Notice Procedures provide that (1) only persons who are
nominated by or at the direction of the Board of Directors, or by a stockholder
who has given timely written notice containing specified information to the
Secretary of the Company prior to the meeting at which directors are to be
elected, will be eligible for election as directors and (2) at an annual meeting
only such business may be conducted as has been brought before the meeting by or
at the direction of the Chairman of the Board of Directors or by a stockholder
who has given timely written notice to the Secretary of such stockholder's
intention to bring such business before the meeting. In general, to be
considered timely, notice of stockholder nominations to be made or business to
be conducted at an annual meeting must be received not less than 60 days nor
more than 90 days prior to the first anniversary of the previous year's annual
meeting.

The purpose of requiring such advance notice by stockholders is to provide
the Board of Directors a meaningful opportunity to consider the qualifications
of the proposed nominees or the advisability of the other proposed business and,
to the extent deemed necessary or advisable by the Board of Directors, to inform
stockholders and make recommendations about such qualifications or business, as
well as to provide a more orderly procedure for conducting meetings of
stockholders. Although the Company's Article of Incorporation do not give the
Board of Directors any power to disapprove of stockholder nominations or
proposals for action, they may have the effect of precluding a contest for the
election of directors or the consideration of stockholder proposals if the
proper procedures are not followed. In addition, the Articles of Incorporation
may discourage or deter a third party from conducting a solicitation of proxies
to elect its own slate of directors or to approve its own proposal, without
regard to whether consideration of such nominees or proposals might be harmful
or in the best interests of the Company and its stockholders. The provisions in
the Company's Articles of incorporation regarding advance notice provisions
could have the effect of discouraging a takeover or other transaction in which
holders of some, or a majority, of the shares of Common Stock might receive a
premium for their shares over the then prevailing market price or which such
holders might believe to be otherwise in their best interests.

<PAGE>

FEDERAL INCOME TAX CONSIDERATIONS RELATING TO
THE COMPANY'S REIT ELECTION

The following is a summary of certain federal income tax considerations
regarding the Company's REIT election. The tax treatment of a holder of any of
the Securities will vary depending on the terms of the specific Securities
acquired by such holder, as well as his particular situation, and this
discussion does not attempt to address any aspects of federal income taxation
relating to holders of Securities. A description of certain federal income tax
considerations relevant to holders of the Securities will be provided in the
relevant Prospectus Supplement.

EACH PROSPECTIVE PURCHASER IS ADVISED TO CONSULT THE APPLICABLE PROSPECTUS
SUPPLEMENT, AS WELL AS HIS OWN TAX ADVISOR, REGARDING THE SPECIFIC FEDERAL,
STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES, IN LIGHT OF HIS INDIVIDUAL
CIRCUMSTANCES, OF THE ACQUISITION, OWNERSHIP AND SALE OF THE SECURITIES, AND OF
POTENTIAL CHANGES IN APPLICABLE TAX LAWS.

QUALIFICATION AS A REIT; OPINION OF COUNSEL

The Company's REIT election, to be filed with its 1994 federal income tax
return, will be effective as of January 1, 1994, provided that the Company meets
all applicable requirements. The tax consequences described herein are largely
contingent on the qualification of the Company as a REIT for federal income tax
purposes. Failure to qualify would materially alter the tax and economic
consequences to a purchaser. See "Failure to Qualify as a REIT" below.
Coffield Ungaretti & Harris, Chicago, Illinois ("Counsel"), has provided its
opinion that the Company has been organized in conformity with the requirements
for qualification as a REIT under the Code and that its method of operation as
described herein and as represented by the Company will permit it to so qualify
for the taxable year starting January 1, 1994 and subsequent taxable years.
Such opinion is based upon the Code, as amended, applicable Treasury Regulations
adopted thereunder, reported judicial decisions, and IRS rulings, all as of the
date hereof, and certain representations of the Company and factual assumptions
related to the ownership and operation of the Company. It should be noted that
whether the Company will qualify as a REIT under the Code will depend upon
whether the Company meets the various qualification tests imposed under the Code
through actual annual operating results. No assurance can be given that the
actual results of the Company's operations will satisfy such requirements. The
principal requirements the Company must meet to qualify as a REIT and maintain
that status are described below.

SHARE OWNERSHIP

FREE TRANSFERABILITY. In general, shares representing ownership of a REIT
must be freely transferable. The Company's shares will be subject to certain
restrictions designed to assure compliance with the rule prohibiting closely-
held status, described below. A REIT will not fail the requirement of free
transferability by reason of such restrictions.

100 STOCKHOLDERS REQUIRED. The beneficial ownership of an entity seeking
to qualify as a REIT must be held by 100 or more persons. This requirement must
be met for at least 335 days of a 12-month year, or a proportionate part of a
shorter tax year. For purposes of this rule, the word "person" generally
includes individuals and entities, with pension and profit-sharing trusts,
rather than their beneficiaries, being treated as persons. The requirement is
waived for the first tax year in which an entity elects REIT status. The
Company anticipates that this requirement will be met.

<PAGE>

CLOSELY-HELD STATUS NOT PERMITTED. An entity does not qualify as a REIT if
a group of five or fewer individuals own, directly or indirectly, more than 50%
of the value of the outstanding shares of the entity at any time during the last
half of the taxable year. This requirement is waived for the first taxable year
in which an entity elects REIT status. For this purpose, certain entities are
treated as individuals, but stock owned, directly or indirectly, by a
corporation, partnership, estate or trust is generally considered as being owned
proportionately by such entity's stockholders, partners or beneficiaries.
Accordingly, shares held by CRP-London will be considered as being owned
proportionately by the individual stockholders of CRP-London. The Articles of
Incorporation provide certain restrictions on ownership of shares designed to
assure compliance with this requirement.

REVENUE RECONCILIATION ACT OF 1993. Under the 1993 Act, pension funds
generally will not be treated as a single person for purposes of this rule.
Instead, the beneficiaries of the fund are treated as holding stock in the REIT
in proportion to their actuarial interests in the fund. In the event the
Company relies on this rule to maintain its status as a REIT, however, it is
possible that pension funds holding more than 10% of the interests in the
Company will be subject to unrelated business income tax on a portion of the
dividends they receive from the Company. Under the Company's Articles of
Incorporation, pension funds are subject to the same ownership restrictions as
other persons, without regard to this recent law.

STOCKHOLDER INFORMATION. Federal income tax regulations require that the
Company demand within 30 days after the end of each of its taxable years written
statements from stockholders of record holding more than a specified percentage
of the Company's stock, in which the stockholders set out information with
respect to their actual and constructive ownership of the Common Stock and the
Debentures. In addition, each stockholder must on demand disclose to the
Company in writing such additional information as the Company requests in order
to determine the effect of such stockholder's direct, indirect and constructive
ownership of such shares on the Company's status as a REIT.

ASSET TESTS

An entity seeking to qualify as a REIT must meet certain tests with regard
to its assets. Assets held by a qualified REIT subsidiary are treated as if
they were owned directly by the REIT. A corporation is a qualified REIT
subsidiary if 100% of its stock is owned by a REIT during the entire period of
its existence.

75% ASSET TEST. On the last day of each calendar quarter, at least 75% of
a REIT's assets must consist of real estate assets, cash and cash items, and
government securities. Real estate assets include interests in real property,
interests in mortgages on real property, and shares in other qualified REITs.
In addition, real estate assets include any property attributable to the
temporary investment of new capital if the property is stock or a debt
instrument, and the investment is only for the one-year period beginning on the
date the REIT receives the capital (a "Qualified Temporary Investment"). Cash
and cash items include receivables that arise in the ordinary course of the
REIT's business, but not receivables purchased from another person. It is
anticipated that substantially all of the Company's assets will qualify under
this test.

5% ASSET TEST. A REIT must not own securities of any one non-governmental
issuer (other than another qualified REIT, or a qualified REIT subsidiary) in an
amount greater in value than 5% of the value of the REIT's total assets. The
Company intends to comply with this requirement.

10% ASSET TEST. A REIT must not own securities of any one non-governmental
issuer (other than another qualified REIT or a qualified REIT subsidiary)
representing more than 10% of the outstanding voting securities of such issuer.
The Company intends to comply with this requirement.

After initially meeting the asset tests at the close of any quarter, the
Company will not lose its status as a REIT for failure to satisfy the asset
tests at the end of a later quarter solely by reason of changes in asset values.
If the failure to satisfy the asset tests results from an acquisition of
securities or other property during a quarter, the failure can be cured by
disposition of sufficient nonqualifying assets within 30 days after the close of
the quarter. The Company intends to maintain adequate records of the value of
its assets to ensure compliance with the asset tests, and to take such other
actions within 30 days after the close of any quarter as may be required to cure
any noncompliance.

<PAGE>

INTEREST IN MANAGEMENT CORPORATION. The Company expects to derive some of
its income from activities (such as management of properties owned by third
parties) which, if carried on directly by the Company or by an entity controlled
by the Company, would jeopardize its REIT status. The Company will own non-
voting stock representing more than 90 percent of the value of corporations
carrying on such activities, but intends to own less than 10% of the voting
stock of such corporations in order to comply with the 10% asset test described
above, and to hold stock in such corporations representing less than 5% of the
value of its overall assets in order to comply with the 5% assets test described
above. There can be no assurance, however, that the IRS will not contend that
the non-voting stock held by the Company should be considered voting stock for
purposes of these rules, or that the value of the stock held by the Company
exceeds the 5% limitation.

INCOME TESTS

An entity will not qualify as a REIT unless its income meets certain tests.
In connection with these tests, income received from a qualified REIT subsidiary
is treated as having the same character as it had when received by the
subsidiary.

75% INCOME TEST. At least 75% of the REIT's gross income (excluding gross
income from "prohibited transactions," as described below) for each taxable year
must be derived from (i) rents from real property, (ii) interest on obligations
collateralized by mortgages on, or interests in, real property; (iii) gain from
the sale or other disposition of interests in real property and real estate
mortgages, other than gain from property held primarily for sale to customers in
the ordinary course of the Company's trade or business ("dealer property"); (iv)
dividends or other distributions on shares in other REITs as well as the gain
from the sale of such shares; (v) abatements and refunds of real property taxes;
(vi) income from the operation, and gain from the sale, of property acquired at
or in lieu of foreclosure of the mortgage collateralized by such property
("foreclosure property"); (vii) commitment fees received for agreeing to make
loans collateralized by mortgages on real property or to purchase or lease real
property; and (viii) certain qualified temporary investment income.

95% INCOME TEST. At least 95% of the REIT's gross income (excluding gross
income from "prohibited transactions") for each taxable year must be derived
from sources qualifying for the 75% test, plus dividend or interest income or
capital gain on the sale or other disposition of stocks or securities.

RENTS FROM REAL PROPERTY. Rents received by the Company will constitute
"rents from real property," qualifying for the 75% and 95% income tests, if the
following requirements are met:

- The amount of rent received generally must not be based in whole
or in part on the income or profits of any person.

- Rents will not qualify as "rents from real property" if the REIT,
or a 10% owner of the REIT, owns directly or indirectly a 10% or
greater interest in any tenant or in the assets or net profits of a
tenant.

- The term "rents from real property" does not include rents with
respect to any property with respect to which the REIT furnishes or
renders "disqualifying services" to tenants other than through an
independent contractor (as specially defined for this purpose) from
whom the REIT itself does not derive or receive any income. For this
purpose, "disqualifying services" are services which, if provided by
certain tax-exempt entities, would cause rents received by such
entities to be treated as unrelated business taxable income.
Generally, services other than services usually or customarily
rendered in connection with the rental of rooms or other space for
occupancy only are disqualifying services. Charges for services of a
type customarily furnished or rendered to tenants in connection with
the rental of real property of a similar class in the geographic
market in which the property is located qualify as "rents from real
property." The Company represents that it will not furnish or render
services with respect to any of the Properties that would cause rental
income from such Properties to fail to qualify as "rents from real
property."

- Rent attributable to personal property will not qualify as "rents
from real property" unless the personal property is leased in
connection with a lease of real property and such rent is no more than
15% of the total rent received under

<PAGE>

the lease. Rent attributable to personal property is that amount
which bears the same ratio to total rent as the average of the
adjusted bases of the personal property at the beginning and end of
the taxable year bears to the average of the aggregate adjusted bases
of both the real property and personal property at the beginning and
end of such taxable year.

PROHIBITED TRANSACTIONS. The 75% and 95% income tests described above are
measured by reference to gross income of the Company. For this purpose,
however, gross income does not include income from "prohibited transactions."
Moreover, income from prohibited transactions is subject to a 100% tax.

The Company will be considered to have engaged in a prohibited transaction
if it sells stock in trade or other property of a kind which would properly be
included in inventory if on hand at the close of the taxable year, or property
held primarily for sale to customers in the ordinary course of business. The
Code provides a safe harbor under which certain sales of real estate assets will
not be considered to be a prohibited transaction. The safe harbor applies if
(a) the Company has held the property for at least four years; (b) the total
expenditures made by the Company, or any partner of the Company, and capitalized
as part of the basis of the property during the four-year period preceding the
sale, do not exceed 30% of the net sales price; and (c) the Company meets the
limitation on sales of such property. The Company will meet the limitation on
sales if (d) it makes no more than seven sales of property during the year, or
(e) the aggregate of the adjusted bases of the properties sold does not exceed
10% of the aggregate adjusted bases of all the Company's properties during the
year. If the property consists of land or improvements not acquired through
foreclosure, the Company must have held the property for production of rental
income for at least four years to be eligible for the safe harbor. Also, if the
Company sold more than seven properties during the year, substantially all of
the marketing and development expenditures with respect to the property must
have been made through an independent contractor from whom the Company itself
does not derive or receive any income.

FAILURE TO MEET INCOME TESTS. If certain requirements are met, the Company
may retain its status as a REIT even in a year in which it fails either the 75%
or the 95% income test. In such event, however, the Company will be subject to
an excise tax based on the greater of the amount by which it failed the 75% or
95% gross income test for that year, less expenses. The Company will qualify
for this relief if (a) it reports the amount and nature of each item of its
gross income in its federal income tax return for such year; (b) the inclusion
of any incorrect information in its return is not due to fraud with intent to
evade tax; and (c) the failure to meet such tests is due to reasonable cause and
not to willful neglect.

30% INCOME TEST. Less than 30% of a REIT's gross income must be derived
from the sale or other disposition of: (a) stock or securities held for less
than one year; (b) property in a prohibited transaction; or (c) real property
(including interests in real property and interests in mortgages on real
property) held for less than four years, other than property involuntarily
converted within the meaning of Section 1033 of the Code or foreclosure property
(as defined below).

DISTRIBUTIONS TO STOCKHOLDERS

95% DISTRIBUTION REQUIREMENT. In order to qualify as a REIT, the Company
is required to distribute dividends (other than capital gains dividends) to its
stockholders in an amount equal to 95% of the sum of (a) its "REIT taxable
income" before deduction of dividends paid and excluding any net capital gain,
plus (b) any Net Income from foreclosure property less the tax on such income,
minus (c) any "excess noncash income." The deduction for dividends paid is
discussed below. See "Federal Income Tax Considerations -- Taxation of the
Company."

REIT taxable income for purposes of this requirement is the taxable income
of a REIT, computed as if it were an ordinary corporation, adjusted by certain
items, including an exclusion for Net Income from foreclosure property, a
deduction for the excise tax on the failure of the 75% or 95% income tests, and
an exclusion for an amount equal to any Net Income derived from prohibited
transactions.

Foreclosure property is any real property, interest in real property, or
personal property incident to the real property, acquired by the REIT in a
foreclosure or by a deed in lieu of foreclosure following a default of a debt
obligation or after termination of a defaulted lease, provided the REIT elects
to treat the property as foreclosure property. The property ceases to be
foreclosure property. The property ceases to

<PAGE>

be foreclosure property two years after the REIT acquires it, unless the IRS
consents to an extension of this time period.

Excess noncash income means the excess of certain amounts that the REIT is
required to recognize as income in advance of receiving cash, such as original
issue discount on purchase money debt, over 5% of REIT taxable income before
deduction for dividends paid and excluding any net capital gain.

The Company intends to make distributions to the stockholders on a
quarterly basis sufficient to meet the 95% distribution requirement. However,
because of the possible receipt of income without corresponding cash receipts
under the Code's rent allocation and original issue discount rules, timing
differences that may rise between the realization of taxable income and net cash
flow, and the possible disallowance by the IRS of deductions claimed by the
Company, it is possible that the Company may not have sufficient cash or liquid
assets at a particular time to meet the 95% distribution requirement. To assure
compliance with the 95% distribution requirement, the Company will closely
monitor the relationship between its REIT taxable income and cash flow and, if
necessary, will borrow funds in order to satisfy the distribution requirement.
If the Company fails to meet the 95% distribution requirements as a result of an
adjustment to the Company's tax return by the Service, the Company may
retroactively cure the failure by paying a "deficiency dividend" (plus
applicable penalties and interest) within a specified period.

NON-REIT ACCUMULATED EARNINGS AND PROFITS. The Company will not qualify as
a REIT if, as of the close of its taxable year, it has earnings and profits
accumulated in any non-REIT year. For purposes of this rule, positive earnings
and profits of a corporation that is liquidated or merged into another
corporation may not be netted against the other corporation's deficit in
earnings and profits. The Company believes that it and each of its subsidiaries
had negative earnings and profits as of the effective date of its REIT election.

FAILURE TO QUALIFY AS A REIT

For any taxable year the Company fails to qualify as a REIT, it would be
taxed as a corporation. It would not be entitled to a deduction for dividends
paid to its stockholders in computing its taxable income. Assets of the Company
and distributions to stockholders would be reduced to the extent necessary to
pay any resulting tax liability of the Company. Distributions from the Company
at such time would be taxable to stockholders as dividends to the extent of the
current and accumulated earnings and profits of the Company and would be
eligible for the 70% dividend-received deduction for stockholders which are
corporations.

If the Company's election to be treated as a REIT is terminated
automatically, the Company will not be eligible to elect REIT status until the
fifth taxable year which begins after the year for which the Company's election
was terminated, unless (a) the Company did not willfully fail to file a timely
return with respect to the termination taxable year, (b) the incorrect
information in such return was not due to fraud with intent to evade tax, and
(c) the Company establishes that failure to meet the requirements was due to
reasonable cause and not to willful neglect.

<PAGE>

TAXATION OF THE COMPANY

GENERAL. In general, corporations are subject to federal income tax on
their net income regardless of whether such income is currently distributed to
stockholders. Distributions to stockholders constitute taxable dividends to the
extent of current and accumulated earnings and profits of the corporation.
Under this general rule, double taxation of corporate profits -- that is,
taxation at the corporate level and the stockholder level -- is the norm.
However, the rules pertaining to REITs provide an exception to this general
rule. Except as otherwise discussed below, for any taxable year in which the
Company qualifies as a REIT, it will generally be able to deduct for federal
income tax purposes the portion of its ordinary income or capital gain which is
timely distributed to stockholders.

Even if the Company is treated as a REIT for federal income tax purposes,
however, it is subject to tax on any REIT taxable income and net capital gain
not distributed to stockholders. The Company may reinvest income or gain
recognized upon the sale of property or repayment of an investment, although it
does not intend to do so unless it has satisfied the 95% income distribution
test. Capital gain income which is not distributed will be taxable to the
Company. The Company will not be required to distribute capital gain income to
maintain its status as a REIT. In addition, the Company will be taxed at
regular corporate tax rates on Net Income from foreclosure property which is not
otherwise REIT qualifying income. Any tax incurred by the Company for these
reasons, or for any of the reasons discussed below, would reduce the amount of
cash available for distribution to stockholders, and ultimately reduce the
return on an investment in shares of the Company.

DIVIDENDS PAID DEDUCTION. For any taxable year it qualifies as a REIT, the
Company can claim the dividends paid deduction for dividends actually and
constructively paid during that tax year. The Company can also claim a
dividends paid deduction for dividends paid in the following year if it declares
the dividends before the time prescribed by law for filing its return for the
year, including extensions and distributes the amount of the dividend during the
12-month period following the close of the year but not later than the date of
the first regular dividend payment made after the declaration. In this event,
the Company will be required to specify the dollar amount of the dividend, and
send any notices required with respect to the dividend not later than 30 days
after the close of the tax year or by mail with its annual report for the tax
year. Certain so-called consent dividends declared in subsequent years are also
eligible for the dividends paid deduction.

TAX ON BUILT-IN GAIN. The Internal Revenue Service has announced its
intention to issue regulations dealing with "built-in gain" of REITs. A REIT
has built-in gain to the extent it has, at the time its status as a REIT
commences, any asset with a fair market value in excess of its adjusted tax
basis. The regulations would provide that a corporation that becomes a REIT
recognizes net built-in gain, and pays corporate level tax, as if it had been
liquidated at the end of the last taxable year before it qualified as a REIT
unless it makes an election under which it will recognize such gain only upon
disposition of such assets within the first ten years after it became a REIT.
If the election is made, the portion of any gain on such dispositions that is
built-in gain is taxable to the REIT without regard to whether the gain is
distributed to stockholders.

Some or all of the assets held by the Company on January 1, 1994, the
effective date of its REIT election, had built-in gain. The Company intends to
make the election described above. The Company will therefore recognize built-
in gain only upon disposition of those assets prior to January 1, 2004. If such
a disposition occurs, the corporate level tax paid by the Company will reduce
the amount available for distribution to stockholders.

EXCISE TAX ON FAILURE TO MEET 75% OR 95% INCOME TESTS. Regardless of
distributions to stockholders, if the Company fails either or both of the 75%
and 95% income tests, but still maintains its qualification as a REIT, it will
be subject to an excise tax on an amount equal to the greater of the amount by
which it failed the 75% test or the 95% test multiplied by a fraction the
numerator of which is REIT taxable income (determined without deductions for
dividends paid or net operating losses and excluding capital gains) and the
denominator of which is the gross income of the REIT (determined, generally, by
excluding income from prohibited transactions, certain gross income from
foreclosure property, long-term capital gain, and short-term capital gain to the
extent of any short-term capital loss).

<PAGE>

100% TAX ON PROHIBITED TRANSACTIONS. To the extent the Company derives any
net income from a prohibited transaction, the Company will be subject to a 100%
tax on such net income.

ALTERNATIVE MINIMUM TAX. The Company will also be subject to the
alternative minimum tax on items of tax preference allocable to it. The Code
authorizes the Treasury Department to issue regulations allocating items of tax
preference between a REIT and its shareholders. Such regulations have not been
issued. The Company does not expect to have any significant items of tax
preference.

4% EXCISE TAX. A 4% excise tax applies if a REIT's "distributed amount"
for any year is less than its "required distribution." For this purpose, the
required distribution is specially defined, and does not correspond to the
amount the REIT must distribute in order to maintain its status as a REIT. The
required distribution is (a) 85% of the REIT's ordinary income for the year,
plus (b) 95% of the REIT's capital gain net income reduced by any net ordinary
loss. This amount must be "grossed up" for certain amounts of undistributed
income from prior years. For purposes of this rule, the REIT's ordinary income
is determined without regard to the dividends paid deduction. The distributed
amount includes dividends paid during the calendar year, plus any tax imposed on
REIT taxable income or capital gains, plus any excess of the distributed amount
for the preceding calendar year over the grossed up required distribution for
the preceding year.

TAX ELECTIONS. The Company's taxable year ends December 31. The Company
uses the accrual method of accounting. The effective date of the Company's
election to be taxed as a REIT is January 1, 1994.

STATE AND LOCAL TAXES

The Company may be subject to state and local taxes in various
jurisdictions such as those in which the Company owns property or may be deemed
to be engaged in activities. The tax treatment of the Company in states having
taxing jurisdiction over it may differ from the federal income tax treatment
described in this summary. No discussion of state taxation of the Company, the
shares or the stockholders is provided herein.

PLAN OF DISTRIBUTION

The Company may sell Securities to one or more underwriters for public
offer and sale by them or may sell Securities offered hereby to investors
directly or through agents. Any underwriter or agent involved in the offer and
sale of the Securities will be named in the applicable Prospectus Supplement.

The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, at prices
related to the prevailing market prices at the time of sale or at negotiated
prices (any of which may represent a discount from the prevailing market
prices). The Company also may, from time to time, authorize underwriters acting
as the Company's agents to offer and sell the Securities upon the terms and
conditions as are set forth in the applicable Prospectus Supplement. In
connection with the sale of Securities, underwriters may be deemed to have
received compensation from the Company in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of Securities for
whom they may act as agent. Underwriters may sell Securities to or through
dealers, and such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions from the
purchasers for whom they may act as agent.

Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Securities and any discounts, concessions or
commissions allowed by underwriters to participating dealers, will be set forth
in the applicable Prospectus Supplement. Underwriters, dealers and agents
participating in the distribution of the Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the Securities may be deemed to be underwriting
discounts and commissions, under the Securities Act. Underwriters, dealers and
agents may be entitled, under agreements entered into with the Company, to
indemnification against and contribution toward certain civil liabilities,
including liabilities under the Securities Act.

<PAGE>

If so indicated in the applicable Prospectus Supplement, the Company will
authorize the underwriters, dealers or other persons acting as the Company's
agents to solicit offers by certain institutions to purchase Securities from the
Company at the public offering price set forth in such Prospectus Supplement
pursuant to Delayed Delivery Contracts ("Contracts") providing for payment and
delivery on the date or dates stated in such Prospectus Supplement. Each
Contract will be for an amount not less than, and the aggregate principal amount
of Securities sold pursuant to Contracts shall not be less than nor greater than
the respective amounts stated in the applicable Prospectus Supplement.
Institutions with whom Contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions, and other institutions but
will in all cases be subject to the approval of the Company. Contracts will not
be subject to any conditions except that (i) the purchase by an institution of
the Securities covered by its Contract shall not at the time of delivery be
prohibited under the laws of any jurisdiction in the United States to which such
institution is subject; and (ii) if the Securities are being sold to
underwriters, the Company shall have sold to such underwriters the total
principal amount of the Securities less the principal amount thereof covered by
the Contracts.

Certain of the underwriters and their affiliates may be customers of,
engage in transactions with and perform services for the Company and its
subsidiaries in the ordinary course of business.

LEGAL MATTERS

Certain legal matters will be passed upon for the Company by Coffield
Ungaretti & Harris, Chicago, Illinois. Coffield Ungaretti & Harris has in the
past represented CRP-London and its affiliates and may continue to do so.

EXPERTS

The financial statements and financial statement schedules included in the
Company's Annual Report on Form 10-K, as amended on Form 10-K/A-1, incorporated
by reference in this Prospectus, to the extent and for the periods indicated in
their report, have been audited by Coopers & Lybrand L.L.P., independent
accountants, and are included herein in reliance upon the authority of those
experts in giving their report.

<PAGE>

No dealer, salesperson or other individual has been authorized to give any
information or to make any representations not contained in this Prospectus
Supplement and the Prospectus. If given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Underwriter. This Prospectus Supplement and the Prospectus do not
constitute an offer to sell, or a solicitation of an offer to buy, the Common
Stock in any jurisdiction where, or to any person to whom, it is unlawful to
make such offer or solicitation. Neither the delivery of this Prospectus
Supplement or the Prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that there has not been any change in the
facts set forth in this Prospectus Supplement or the Prospectus or in the
affairs of the Company since the date hereof.

____________________

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page
----

Available Information. . . . . . . . . . . . . . . . . . . . . . . . . S-3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-3
Recent Developments. . . . . . . . . . . . . . . . . . . . . . . . . . S-3
Additional Information Regarding Properties. . . . . . . . . . . . . . S-5
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . S-7
Price Range of Common Stock
and Distributions. . . . . . . . . . . . . . . . . . . . . . . . . S-8
Taxation of Stockholders . . . . . . . . . . . . . . . . . . . . . . . S-8
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-11
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-11
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-11

PROSPECTUS

Available Information. . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . 7
Description of Securities Warrants . . . . . . . . . . . . . . . . . . 9
Certain Provisions of Maryland Law and of
the Company's Charter and Bylaws . . . . . . . . . . . . . . . . . 10
Federal Income Tax Considerations Relating
to the Company's REIT Election . . . . . . . . . . . . . . . . . . 12
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . 18
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

3,000,000 SHARES

CENTERPOINT
PROPERTIES
CORPORATION

COMMON STOCK

__________

PROSPECTUS SUPPLEMENT
June 26, 1996

__________

<PAGE>

LEHMAN BROTHERS