CENTERPOINT PROPERTIES TRUST, S-8, 1998-09-04

CENTERPOINT PROPERTIES TRUST
S-8, 1998-09-04
REAL ESTATE INVESTMENT TRUSTS

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As filed with the Securities and Exchange Commission on September 4, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM S-8 AND S-3
REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

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CENTERPOINT PROPERTIES TRUST
(Exact name of registrant as specified in its charter)

MARYLAND 36-3910279
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)

1808 SWIFT ROAD
OAK BROOK, ILLINOIS 60523
630-586-8000

(Address of registrant's principal executive offices)

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CENTERPOINT PROPERTIES 1995 DIRECTOR STOCK PLAN
CENTERPOINT PROPERTIES AMENDED AND RESTATED 1993 STOCK OPTION PLAN
TRUSTEE STOCK OPTION AGREEMENTS
(Full Title of the Plans)

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JOHN S. GATES, JR.
PRESIDENT
CENTERPOINT PROPERTIES TRUST
1808 SWIFT ROAD
OAK BROOK, ILLINOIS 60523
630-586-8000
(Name and address of agent for service)

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Approximate date of commencement of proposed sale to public: From time
to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to a dividend or interest reinvestment plan, please check the
following box. / /

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /X/

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Shares of Beneficial
Interest. . . . . . . . 409,064 $32.6875 $13,371,280 $3,944.50
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</TABLE>

(1) Represents Common Shares heretofore acquired or to be acquired pursuant
to the Company's 1995 Director Stock Plan, as amended, Amended and
Restated 1993 Stock Option Plan and/or special Trustee Stock Option
Agreements.
(2) Estimated solely for purposes of calculating the registration fee,
pursuant to Rule 457(c), based on the average high and low prices of the
Common Shares as reported on the New York Stock Exchange on September 1,
1998.
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EXPLANATORY NOTE

This Registration Statement contains two parts. The first part contains
a Reoffer Prospectus prepared in accordance with the requirements of Part I
of Form S-3 (in accordance with Section C of the General Instructions to Form
S-8) which covers reoffers and resales by "affiliates" (as such term is
defined in Rule 405 of the General Rules and Regulations under the Securities
Act of 1933) of the Registrant of Common Shares of CenterPoint Properties
Trust ("Company" or "Registrant") issued to employees and trustees pursuant
to the CenterPoint Properties 1995 Director Stock Plan, as amended, the
CenterPoint Properties Amended and Restated 1993 Stock Option Plan and/or
special Trustee Stock Option Agreements.

The second part contains "Information Required in the Registration
Statement" pursuant to Part II of form S-8 and certain Items from
"Information Not Required in the Prospectus" pursuant to Part II of Form S-3.
Pursuant to the Note to Part I of Form S-8, the Plan Information specified
by Part I is not filed with the Securities and Exchange Commission (the
"Commission"), but a document containing such information has been sent or
given to employees as specified by Rule 428(b)(1). Such document(s) are not
being filed with the Commission but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3
of Part II hereof) a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act"). The Form
S-3 Reoffer Prospectus may be utilized for reofferings of the Company's
Common Shares acquired by certain Selling Shareholders through participation
in the CenterPoint Properties CenterPoint Properties 1995 Director Stock
Plan, as amended, CenterPoint Properties Amended and Restated 1993 Stock
Option Plan and/or special Trustee Stock Option Agreements.

-ii-
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PROSPECTUS

S-3 REOFFER PROSPECTUS DATED SEPTEMBER 4, 1998

CENTERPOINT PROPERTIES TRUST

409,064 SHARES
COMMON SHARES OF BENEFICIAL INTEREST

BY CERTAIN SELLING SHAREHOLDERS

This Reoffer Prospectus relates to 409,064 shares (the "Shares") of
Common Shares of Beneficial Interest, $.001 par value ("Common Shares"), of
CenterPoint Properties Trust, a Maryland real estate investment trust (the
"Company"), which may be offered for sale from time to time by certain
shareholders listed under the heading "Selling Shareholders" herein (the
"Selling Shareholders") for their own benefit each of whom may be defined
herein as "affiliates" under Rule 405 promulgated under the Securities Act.
Each of the Selling Shareholders has acquired or received options to acquire
the Shares through participation in the CenterPoint Properties 1995 Director
Stock Plan, as amended, CenterPoint Properties Amended and Restated 1993
Stock Option Plan and/or special Trustee Stock Option Agreements
(collectively, the "Plans"). It is anticipated that the Selling Shareholders
will offer the Shares for sale at prevailing prices on the New York Stock
Exchange (the "NYSE"), or any other national securities exchange on which the
Common Shares are listed, on the date of sale. The Company will receive no
part of the proceeds of sales made hereunder. All expenses of registration
incurred in connection with this offering are being borne by the Company, but
all selling and other expenses incurred by the Selling Shareholders will be
borne by such Selling Shareholders.

The Selling Shareholders and any broker executing selling orders on
behalf of the Selling Shareholders may be deemed to be an "underwriter"
within the meaning of the Securities Act in which event commissions received
by such broker may be deemed to be underwriting commissions under the
Securities Act.

The Common Shares are currently traded on the NYSE under the symbol CNT.
On September 1, 1998, the closing price of the Company's Common Shares, as
reported by the NYSE, was $32-1/4 per share.

SEE "RISK FACTORS" ON PAGE 7 OF THIS REOFFER PROSPECTUS FOR CERTAIN FACTORS
AND MATERIAL RISKS IN CONNECTION WITH THE PURCHASE OF THE COMMON SHARES.

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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.

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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.
<PAGE>

No person is authorized to give any information or to make any
representations, other than those contained in this Reoffer Prospectus, in
connection with the offering described herein, and, if given or made, such
information or representations must not be relied upon as having been
authorized by the Company or the Selling Shareholders. This Reoffer
Prospectus does not constitute an offer to sell, or a solicitation or any
offer to buy, nor shall there be any sale of these securities by any person
in any jurisdiction in which it is unlawful for such person to make such
offer, solicitation or sale. Neither the delivery of this Reoffer Prospectus
nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.

AVAILABLE INFORMATION

The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934 (the "Exchange Act"), and other
applicable legal or NYSE requirements, pursuant to which the Company files
reports, proxy statements and other information with 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 Room of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's
regional offices at Northwestern Atrium Center, Suite 1400, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511, and at Seven World Trade
Center, New York, New York 10048, and at the NYSE, 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).

Statements contained in this Reoffer 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, and any amendments and supplements thereto, are
incorporated herein by reference:

1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;

2. The Company's Current Report on Form 8-K/A No. 1 filed with the
Commission on February 27, 1998;

3. The Company's Current Report on Form 8-K filed with the Commission
on March 27, 1998;

4. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;

5. The Company's Current Report on Form 8-K filed with the Commission
on April 3, 1998;

6. The Company's Current Report on Form 8-K filed with the Commission
on April 28, 1998;

7. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998;

8. The Company's Current Report on Form 8-K filed with the Commission
on August 3, 1998; and

9. The description of the Company's Common Shares set forth in the
Company's Pre-Effective Amendment No. 1 to Form S-4 registration
statement filed with the Commission on August 28, 1997 (File No.
333-33515).

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All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement 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 in this Registration
Statement modifies or supersedes such statement.

The Company hereby undertakes to provide without charge to each person
to whom a copy of this Reoffer Prospectus is delivered, upon written or oral
request of any such person, a copy of any and all of the documents that have
been or may be incorporated by reference in this Reoffer Prospectus, other
than exhibits to such documents. Requests for such copies should be directed
to Paul S. Fisher, CenterPoint Properties Trust, 1808 Swift Road, Oak Brook,
Illinois 60523, (630) 586-8000.

THE COMPANY

GENERAL

The Company is a self administered and self managed real estate
investment trust focused on the acquisition, development, redevelopment,
management and ownership of warehouse/industrial property located in Greater
Chicago (defined as the area within a 150-mile radius of Chicago, including
Milwaukee, Wisconsin and South Bend, Indiana). The Company has elected and
qualified for REIT status since January 1, 1994.

The Company, a Maryland real estate investment trust, was founded in
1984 and completed its initial public offering of securities in December 1993
(the "IPO"). Between completion of the IPO and June 30, 1998, the Company has
increased the size of its owned warehouse/industrial portfolio by 17.7
million square feet or 340.4% by acquiring (net of dispositions) 68
fully-leased warehouse/industrial properties. On October 15, 1997, the
Company completed a corporate reorganization pursuant to which the Company
was converted from a Maryland corporation to a Maryland real estate
investment trust.

As of June 30, 1998, the Company's investment and management portfolio
consisted of 113 warehouse/industrial properties containing approximately
25.3 million square feet. Based on published statistics regarding square
feet of space owned and managed by other firms and publicly available
information filed with the 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 Greater Chicago. The Company
also owns and manages three retail properties, one parking lot and one
apartment property, holds mortgages on two warehouse/industrial properties,
and is developing eight build-to-suit projects. As of June 30, 1998, the
Company's properties were 96% leased, excluding properties which are
currently being redeveloped and not leasable, with the warehouse/industrial
properties occupied by 217 tenants in diverse industries. No tenant accounts
for more than 5% of the Company's total revenues. Substantially all of the
Company's properties have been constructed or renovated during the past ten
years.

The Company believes that Greater Chicago offers significant
opportunities for investment in and ownership of warehouse/industrial
property. Greater Chicago, due to its central location and extensive air,
roadway, rail, and water transportation infrastructure, supports a diverse
industrial and service industry base. 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 Greater
Chicago.

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

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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.

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 1808 Swift Road,
Oak Brook, Illinois 60523, and its telephone number is (630) 586-8000.

SHAREHOLDER RIGHTS PLAN

On July 31, 1998, the Board of Trustees of the Company adopted a
Preferred Share Purchase Rights Agreement and declared a dividend
distribution of one Preferred Share Purchase Right on each outstanding share
of the Company's common shares of beneficial interest, par value $.001 per
share (the "Common Shares").

The Company's Preferred Share Purchase Rights Agreement (the "Rights
Agreement") with First Chicago Trust Company of New York (the "Rights Agent")
grants to registered holders of Common Shares and Class B common shares of
beneficial interest, par value $.001 per share (the "Class B Common Shares";
the term "Common Shares" generally includes Class B Common Shares), one
preferred share purchase right (a "Right") for each outstanding Common Share.
Each Right entitles the registered holder to purchase from the Company one
one-thousandth of a Rights Preferred Share at a price of $120 per one
one-thousandth of a Rights Preferred Share (the "Purchase Price"), subject to
adjustment.

Until the earlier to occur of (i) the tenth day after the date it is
publicly announced that a person or group other than certain exempt persons
(an "Acquiring Person"), together with persons affiliated or associated with
such Acquiring Person (other than those that are exempt persons), has
acquired, or has obtained the right to acquire, beneficial ownership of 15%
or more of the outstanding Common Shares (a "Triggering Event") and (ii) the
tenth business day after the commencement or public disclosure of an
intention to commence a tender offer or exchange offer (other than a
"permitted offer" as described below) by a person other than an exempt person
if, upon consummation of the offer, such person could acquire beneficial
ownership of 15% or more of the outstanding Common Shares (the earlier of
such dates being called the "Distribution Date"), the Rights will be
evidenced by Common Share certificates and not by separate certificates.

Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), the Rights will be transferred with and only with
the Common Shares, and the surrender for transfer of any certificate for
Common Shares will also constitute the transfer of the Rights associated with
such Common Shares. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close of business
on the Distribution Date, and such separate Right Certificates alone will
evidence the Rights.

The Rights will first become exercisable after the Distribution Date
(unless sooner redeemed or exchanged). Until a Right is exercised, the
holder thereof, as such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends.
The Rights will expire at the close of business on July 30, 2008 (the
"Expiration Date"), unless earlier redeemed or exchanged by the Company as
described below.

In the event that a person becomes an Acquiring Person, each Right
(other than Rights that are or were beneficially owned by the Acquiring
Person and certain related persons and transferees, which will thereafter be
void) shall thereafter be exercisable not for Rights Preferred Shares, but
for a number of Common Shares (or, in

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certain cases, common equivalent shares) having a market value of two times
the exercise price of the Right. In the event that, at or after the time a
person becomes an Acquiring Person, the Company is involved in a merger or
other business combination in which (i) the Company is not the surviving
corporation, (ii) Common Shares are changed or exchanged, or (iii) 50% or
more of the Company's consolidated assets or earning power are sold, then
each Right (other than Rights that are or were owned by the Acquiring Person
and certain related persons or transferees, which will thereafter be void)
shall thereafter be exercisable for the number of shares of common stock of
the acquiring company which at the time of such transaction have a market
value of two times the exercise price of the Right.

In addition, at any time after a person becomes an Acquiring Person and
before a person has acquired beneficial ownership of 50% or more of the
outstanding Common Shares, the Company may elect to exchange all or part of
the Rights (excluding void Rights held by an Acquiring Person and certain
related persons and transferees) for Common Shares (or, in certain cases,
common equivalent shares) on a one-for-one basis. The Company also has the
ability, following any person becoming an Acquiring Person, to permit a
cashless exercise of the Rights by reducing both the Purchase Price and the
number of Common Shares (or common equivalent shares) deliverable upon
exercise of the Rights.

The Purchase Price payable, and the number and kind of securities, cash
or other property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend or distribution on, or a subdivision or combination of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of rights,
options or warrants to subscribe for Common Shares or securities convertible
into Common Shares at less than the current market price, (iii) upon the
distribution to holders of the Common Shares of securities, cash, evidences
of indebtedness or assets (excluding regular periodic cash dividends out of
earnings or retained earnings), and (iv) in connection with recapitalizations
of the Company or reclassifications of the Common Shares.

No fractional Rights Preferred Shares will be issued (other than
fractions which are integral multiples of one one-thousandth of a Rights
Preferred Share, which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash will be made
based on the market price of the Rights Preferred Shares on the last trading
date prior to the date of exercise.

At any time prior to the earlier of (i) the occurrence of a Triggering
Event and (ii) the Expiration Date, the Board of Trustees of the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per Right
(the "Redemption Price"). The Redemption Price will be payable in cash,
Common Shares (including fractional shares) or any other form of
consideration deemed appropriate by the Board of Trustees. Immediately upon
action of the Board of Trustees ordering redemption of the Rights, the
ability of holders to exercise the Rights will terminate and the only rights
of such holders will be to receive the Redemption Price.

At any time prior to the occurrence of a Triggering Event, the Board of
Trustees of the Company may amend or supplement the Rights Agreement without
the approval of the Rights Agent or any holder of the Rights. Thereafter,
the Board of Trustees of the Company may not change the Rights Agreement in
any manner which would adversely affect the interests of the holders of the
Rights (other than an Acquiring Person or an affiliate or associate thereof).

The Rights Preferred Shares purchasable upon the exercise of the Rights
will not be redeemable. Each Rights Preferred Share will be entitled to a
minimum preferential quarterly dividend payment equal to the greater of $25
per share and 1,000 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Rights Preferred Shares will be
entitled to a minimum preferential liquidation payment equal to the greater
of $100 per share and 1,000 times the payment made per Common Share. Each
Rights Preferred Share will have 1,000 votes per share, voting together with
the Common Shares. In the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Rights Preferred Share
will be entitled to receive 1,000 times the amount received per Common Share.

The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Board of Trustees, except pursuant to an

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offer conditioned on a substantial number of Rights being acquired. The
Rights should not interfere with any merger or other business combination
approved by the Board of Trustees prior to the occurrence of a Triggering
Event, because until such time the Rights may generally be redeemed by the
Company at $.01 per Right.

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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 Greater Chicago, and
substantially all 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 shareholders could be adversely affected by
unfavorable economic and/or warehouse/industrial real estate conditions in
Greater 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 to total market capitalization of the Company of less than 50%.
However, the Declaration of Trust does not contain any limitations on the
ratio of debt to total market capitalization. Accordingly, the Board of
Trustees could alter or eliminate the current limitation on borrowing without
the approval of the Company's shareholders. 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 shareholders, 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.

Certain of the Company's debt now provides, and may in the future
provide, for variable interest rates. To the extent that the Company has
variable interest rate debt, the Company is exposed to the risk of interest
rate fluctuations and, consequently, an increase in interest expense. An
increase in interest expense could have a material adverse impact on the
Company's operations.

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 shares of beneficial interest 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 beneficial interest by any single shareholder has been
restricted in the Declaration of Trust, with the exception of the ownership
of the Common Shares by the Company's former parent company, CRP-London.

In connection with the limitation described in the preceding paragraph,
shares held by certain domestic pension trusts are treated as held by
beneficiaries of such trusts. The Company does not intend to rely on this
rule to maintain compliance with such limitation. Under the Declaration of
Trust, domestic pension funds are subject to the restriction on ownership of
more than 9.8% of the value of the outstanding shares of beneficial interest.

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These ownership limits, as well as the ability of the Company to issue
additional shares of its Common Shares and Preferred Shares, may discourage a
change of control of the Company and may also (i) deter tender offers for the
Common Shares, which offers may be advantageous to shareholders, and (ii)
limit the opportunity for shareholders to receive a premium over then
prevailing market prices for their Common Shares 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 continue to qualify as a REIT,
will be determined by the Board of Trustees. Although the Board of Trustees
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, shareholders will have no direct control over changes in the
objectives of the Company.

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, tenant defaults, unfavorable
changes in 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.

COMPETITION. All of the Company's existing properties are, 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.

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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 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 has elected and qualified for
REIT status since 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 shareholders because of the additional tax
liability to the Company for the years involved. In addition, distributions
to shareholders 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 owns a small percentage of the voting stock
of corporations carrying on such activities, and the Company

9
<PAGE>

has limited ability to influence the day-to-day management of such
corporations, even though the Company owns stock representing most of the
economic interest in such corporations.

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

The Company will receive none of the proceeds from the sale of Shares
which may be offered hereby but may receive funds upon the exercise of the
options pursuant to which certain Selling Shareholders who are affiliates
will acquire the Shares covered by this Reoffer Prospectus, and such funds,
if any, will be used for general corporate purposes.

SELLING SHAREHOLDERS

The names of the security holders (the "Selling Shareholders") and the
position, office or other material relationship which each has had with the
Company within the past three years are as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
CURRENT POSITION FORMER POSITIONS
SELLING SHAREHOLDER WITH THE COMPANY WITH THE COMPANY
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Paul T. Ahern Senior Vice President of
Investments

Nicholas C. Babson Trustee

Martin Barber Trustee and Chairman

Norman R Bobins Trustee

Alan D. Feld Trustee

Paul S. Fisher Executive Vice President,
Secretary and Chief
Financial Officer

John S. Gates, Jr. Trustee, President and
Chief Executive Officer

John J. Kinsella Trustee

Rockford O. Kottka Senior Vice President, Vice President and
Treasurer and Assistant Treasurer
Secretary

Michael M. Mullen Executive Vice President Executive Vice President -
and Chief Operating Marketing and
Officer Acquisitions and Chief
Investment and
Development Officer

Thomas E. Robinson Trustee

Robert L. Stovall Trustee and Vice Chairman Executive Vice President
and Chief Operating
Officer
- ---------------------------------------------------------------------------------------
</TABLE>

10
<PAGE>

The following table sets forth: (i) the name of the Selling
Shareholders who may sell the Common Shares pursuant to this Reoffer
Prospectus, (ii) the beneficial ownership of Common Shares of each Selling
Stockholder as of August 14, 1998, (iii) the number of Common Shares which
may be offered and are being registered for the account of each Selling
Shareholder by this Reoffer Prospectus (all of which have been or may be
acquired by the Selling Shareholders pursuant to the exercise of options or
the grant of awards under the respective Plans) and (iv) the beneficial
ownership of Common Shares of each Selling Shareholder if the Common Shares
registered hereunder were sold.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
SHARES BENEFICIALLY
OWNED
SHARES BENEFICIALLY NUMBER OF SHARES AS OF SEPTEMBER 3, 1998
OWNED TO BE (IF ALL REGISTERED SHARES
NAME AS OF SEPTEMBER 3, 1998 (1)(2) REGISTERED HEREUNDER SOLD) (1)(2)
- ---- ------------------------------ -------------------- ----------------------------
NUMBER PERCENT NUMBER PERCENT
------ ------- ------ -------
<S> <C> <C> <C> <C> <C>

Paul T. Ahern 3,522 (3) 38,024 (4) 3,522 (3)

Nicholas C. Babson 19,574 (5) * 15,288 (6) 7,286 (7) *

Martin Barber 76,619 (8) * 17,076 (9) 62,543 (10) *

Norman R Bobins 288 * 15,288 (11) 0 *

Alan D. Feld 20,574 (12) * 15,288 (13) 8,286 (14) *

Paul S. Fisher 83,819 (15) * 81,480 (16) 83,819 (15) *

John S. Gates, Jr. 495,810 (17) 2.8% 81,480 (18) 495,810 (17) 2.8%

John J. Kinsella 20,383 (19) * 15,576 (20) 7,807 (21) *

Rockford O. Kottka 23,147 (22) * 16,296 (23) 23,147 (22) *

Michael M. Mullen 111,715 (24) * 81,480 (25) 111,715 (24) *

Thomas E. Robinson 19,635 (26) * 15,288 (27) 7,347 (28) *

Robert L. Stovall 136,713 * 16,500 (29) 123,213 *

- ----------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------------
* Less than one (1) percent.

(1) Shares awarded under the Company's Director Stock Plan vest six months
after the date of the award, and options granted under the Company's
Stock Option Plan vest, subject to certain exceptions, in equal
increments over a five year period from the date of the grant. Options
granted to trustees under the special Trustee Stock Option Agreements
each dated May 15, 1998 vest immediately (except the options granted to
Mr. Bobins which vest over a three year period).
(2) Based on 17,833,069 Common Shares outstanding as of September 3, 1998.
In computing the number of shares beneficially owned by a person and the
percentage ownership of that person, Common Shares subject to options
held by that person that are currently exercisable or will become
exercisable within 60 days of September 3, 1998 are deemed outstanding.
(3) Includes options to purchase 3,522 Common Shares under the Company's
Stock Option Plan, currently exercisable or exercisable within 60 days.
(4) Includes options to purchase 38,024 Common Shares under the Company's
Stock Option Plan.
(5) Includes options to purchase 5,400 Common Shares under the Company's
Stock Option Plan and 12,000 Common Shares under a special Trustee Stock
Option Agreement dated May 15, 1998, currently exercisable or
exercisable within 60 days.

11
<PAGE>

(6) Includes options to purchase 3,000 Common Shares under the Company's
Stock Option Plan and 12,000 Common Shares under a special Trustee Stock
Option Agreement dated May 15, 1998.
(7) Includes options to purchase 5,400 Common Shares under the Company's
Stock Option Plan, currently exercisable or exercisable within 60 days.
(8) Includes options to purchase 60,400 Common Shares under the Company's
Stock Option Plan and 13,500 Common Shares under the special Trustee
Stock Grant Agreement dated May 15, 1998, currently exercisable or
exercisable within 60 days. Excludes the shares owned by Capital and
Regional Properties plc, of which Mr. Barber is Chairman. Mr. Barber
disclaims beneficial ownership of such shares.
(9) Includes options to purchase 3,000 Common Shares under the Company's
Stock Option Plan and 13,500 Common Shares under the special Trustee
Stock Grant Agreement dated May 15, 1998.
(10) Includes options to purchase 60,400 Common Shares under the Company's
Stock Option Plan.
(11) Includes options to purchase 3,000 Common Shares under the Company's
Stock Option Plan and 12,000 Common Shares under the special Trustee
Stock Grant Agreement dated May 15, 1998.
(12) Includes options to purchase 6,000 Common Shares under the Company's
Stock Option Plan and 12,000 Common Shares under the special Trustee
Stock Grant Agreement dated May 15, 1998, currently exercisable or
exercisable within 60 days.
(13) Includes options to purchase 3,000 Common Shares under the Company's
Stock Option Plan and 12,000 Common Shares under the special Trustee
Stock Grant Agreement dated May 15, 1998.
(14) Includes options to purchase 6,000 Common Shares under the Company's
Stock Option Plan.
(15) Includes options to purchase 62,512 Common Shares under the Company's
Stock Option Plan, currently exercisable or exercisable within 60 days.
(16) Includes options to purchase 81,480 Common Shares under the Company's
Stock Option Plan.
(17) Includes options to purchase 123,094 Common Shares under the Company's
Stock Option Plan, currently exercisable or exercisable within 60 days.
Also includes 540 shares owned by an IRA for the benefit of John S.
Gates, Jr. and 30,000 Common Shares owned by the Gates Charitable Trust,
under which Mr. Gates acts as trustee and exercises voting power with
respect to such Common Shares. Mr. Gates disclaims beneficial ownership
of 185 Common Shares owned by an IRA for the benefit of his wife.
(18) Includes options to purchase 81,480 Common Shares under the Company's
Stock Option Plan.
(19) Includes options to purchase 6,000 Common Shares under the Company's
Stock Option Plan and 12,000 Common Shares under the special Trustee
Stock Grant Agreement dated May 15, 1998, currently exercisable or
exercisable within 60 days.
(20) Includes options to purchase 3,000 Common Shares under the Company's
Stock Option Plan and 12,000 Common Shares under the special Trustee
Stock Grant Agreement dated May 15, 1998.
(21) Includes options to purchase 6,000 Common Shares under the Company's
Stock Option Plan, currently exercisable or exercisable within 60 days.
(22) Includes options to purchase 22,410 Common Shares under the Company's
Stock Option Plan, currently exercisable or exercisable within 60 days.
(23) Includes options to purchase 16,296 Common Shares under the Company's
Stock Option Plan.
(24) Includes options to purchase 62,512 Common Shares under the Company's
Stock Option Plan, currently exercisable or exercisable within 60 days.
(25) Includes options to purchase 81,480 Common Shares under the Company's
Stock Option Plan.
(26) Includes options to purchase 6,000 Common Shares under the Company's
Stock Option Plan and 12,000 Common Shares under the special Trustee
Stock Grant Agreement dated May 15, 1998, currently exercisable or
exercisable within 60 days.
(27) Includes options to purchase 3,000 Common Shares under the Company's
Stock Option Plan and 12,000 Common Shares under the special Trustee
Stock Grant Agreement dated May 15, 1998.
(28) Includes options to purchase 6,000 Common Shares under the Company's
Stock Option Plan, currently exercisable or exercisable within 60 days.
(29) Includes options to purchase 3,000 Common Shares under the Company's
Stock Option Plan and 13,500 Common Shares under the special Trustee
Stock Grant Agreement dated May 15, 1998.

PLAN OF DISTRIBUTION

Any Shares sold pursuant to this Reoffer Prospectus will be sold by the
Selling Shareholders for their own account, and they will receive all
proceeds from any such sales. The Selling Shareholders have not advised the
Company of any specific plans for the distribution of the Shares of Common
Stock covered by this Reoffer Prospectus, but, if and when Shares are sold,
it is anticipated that the Shares will be sold from time to time primarily in
transactions (which may include block transactions) on the NYSE or any other
national securities exchange on which the Common Stock is listed at the
market price then prevailing, although sales may also be made in

12
<PAGE>

negotiated transactions or otherwise. If Shares are sold through brokers,
the Selling Shareholders may pay customary brokerage commissions and charges.
The Selling Shareholders may effect such transactions by selling Shares to
or through broker-dealers, and such broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the Selling
Shareholders and/or the purchasers of Shares for whom such broker-dealers may
act as agent or to whom they may sell as principal, or both (which
compensation as to a particular broker-dealer might be in excess of customary
commissions). The Selling Shareholders and any broker-dealers that act in
connection with the sale of the Shares hereunder might be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit on the resale of shares as
principal might be deemed to be underwriting discounts and commissions under
the Securities Act. Shares covered by this Reoffer Prospectus also may be
sold pursuant to rule 144 under the Securities Act rather than pursuant to
this Reoffer Prospectus. The Selling Shareholders have been advised that
they are subject to the anti-manipulation rules of the Exchange Act,
including without limitation Regulation M thereunder. The Company has also
informed the Selling Shareholders of the possible need for delivery of copies
of this Prospectus.

There can be no assurances that the Selling Shareholders will sell any
or all of the Shares offered hereunder.

LEGAL MATTERS

Certain legal matters will be passed upon for the Company by Ungaretti &
Harris, Chicago, Illinois. Ungaretti & Harris will rely on the opinion of
Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC, Baltimore, Maryland,
as to certain matters of Maryland law.

EXPERTS

The financial statements and financial statement schedules included in
the Company's Annual Report on Form 10-K and the combined statement of
revenues and certain expenses of The Other Acquisition II Properties included
in the Current Report on Form 8-K/A No. 1 filed on February 27, 1998,
incorporated by reference in this Prospectus, to the extent and for the
periods indicated in their reports, have been audited by
PricewaterhouseCoopers LLP, independent accountants, and are included herein
in reliance upon the authority of those experts in giving their report.

13
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

No dealer, salesperson or other individual has been authorized to give
any information or to make any representations not contained in this
Prospectus in connection with the offering covered by this Prospectus. If
given or made, such information or representations must not be relied upon as
having been authorized by the Company or the Underwriters. This Prospectus
does not constitute an offer to sell, or a solicitation of any offer to buy,
the Common Shares 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 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 or in the affairs of the Company since the date thereof.

--------------------

TABLE OF CONTENTS

Available Information . . . . . . . . . . . . . . . . . . . . . . . . 2

Incorporation of Certain Documents
by Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Selling Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . 10

Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . . 12

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

409,064 SHARES

CENTERPOINT
PROPERTIES
TRUST

COMMON SHARES OF
BENEFICIAL INTEREST

----------

PROSPECTUS
September 4, 1998

----------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

ITEM 3 OF FORM S-8. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents previously filed by the Company with the Commission
pursuant to the Exchange Act, and any amendments and supplements thereto, are
incorporated herein by reference:

1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;

2. The Company's Current Report on Form 8-K/A No. 1 filed with the
Commission on February 27, 1998;

3. The Company's Current Report on Form 8-K filed with the Commission
on March 27, 1998;

4. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;

5. The Company's Current Report on Form 8-K filed with the Commission
on April 3, 1998;

6. The Company's Current Report on Form 8-K filed with the Commission
on April 28, 1998;

7. The Company's Quarterly Report on Form 10-Q filed with the
Commission on June 30, 1998;

8. The Company's Current report on Form 8-K filed with the Commission
on August 3, 1998; and

ITEM 4 OF FORM S-8. DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5 OF FORM S-8. INTEREST OF NAMED EXPERTS AND COUNSEL.

Not Applicable.

ITEM 6 OF FORM S-8; ITEM 15 OF FORM S-3. INDEMNIFICATION OF DIRECTORS AND
OFFICERS

The Declaration of Trust (the "Declaration of Trust") of CenterPoint
Properties Trust provides that, to the maximum extent permitted by Maryland
law from time to time, no trustee or officer of the Company shall be held
liable to the

II-1
<PAGE>

Company or any shareholder thereof for monetary damages. The Declaration of
Trust also provides the trustees and officers of the Company with limited
liability in the absence of any Maryland statute limiting the liability of
the trustees and officers of the Trust for money damages in a suit by or on
behalf of the Company or by any shareholder thereof, except if (i) the
trustee or officer actually received an improper benefit or profit in money,
property or services, for the amount of the benefit actually received or (ii)
a judgment or other final adjudication adverse to the trustee or officer is
entered in a proceeding based on a finding in the proceeding that the
trustee's or officer's action or failure to act was the result of active and
deliberate dishonesty and was material to the cause of action adjudicated in
the proceeding.

Title 8 of the Corporations and Associations Article of the Annotated Code of
Maryland ("Title 8") permits the declaration of trust of a Maryland real
estate investment trust to expand or limit the liability of its trustees and
officers, except to the extent that (x) the trustee or officer actually
receives an improper personal benefit in money, property or services or (y) a
judgment or other final adjudication adverse to the trustee or officer is
entered in a proceeding based on a finding that such person's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. However,
Title 8 also provides that, although trustees and officers of a Maryland real
estate investment trust are not personally liable for the obligations of the
trust, trustees are not relieved from liability for any act that constitutes
(a) bad faith, (b) willful misfeasance, (c) gross negligence or (d) reckless
disregard of the trustee's duties.

The Declaration of Trust and By-Laws of the Company authorize the Company, to
the maximum extent permitted from time to time by Maryland law, to indemnify
its present and former trustees and officers and to pay or reimburse expenses
for such individuals in advance of the final disposition of a proceeding. In
addition, the Declaration of Trust permits the Company to indemnify any
individual who, while a trustee of the Company and at the request of the
Company serves or has served another corporation, trust, partnership, joint
venture, employee benefit plan or any other enterprise as a director,
officer, partner or trustee thereof. Furthermore, the Company By-Laws
specify that all persons entitled to indemnification by the Company for
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with any action, suit or proceeding
must have acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, must have had no reasonable cause to
believe their conduct was unlawful.

In addition, the By-laws authorize the Company, in certain circumstances, to
indemnify any party to an action or suit by or in the right of the Company by
reason of the fact that such person is or was a director, officer, employee
or agent of the Company or is or was serving at the request of the Company as
a director, trustee, officer, employee or agent of another enterprise against
expenses actually and reasonably incurred by such person in connection with
the defense or settlement of such action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company, provided that no indemnification will be made
in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duties to the Company, subject to certain exceptions.

II-2
<PAGE>

Pursuant to Title 8, a real estate investment trust may indemnify its
trustees and officers in respect of any proceeding, except to the extent that
any trustee or officer actually received an improper benefit, whether or not
involving action in his official capacity, in which the trustee or officer
was adjudged to be liable on the basis that personal benefit was improperly
received. Title 8 permits a Maryland real estate investment trust to
indemnify its trustees and officers against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection
with any proceeding to which they may be made a party by reason of their
service to or at the request of the trust unless it is established that the
act or omission of the indemnified party was material to the matter giving
rise to the proceeding and (i) the act or omission was committed in bad faith
or was the result of active and deliberate dishonesty, (ii) the indemnified
party actually received an improper personal benefit or (iii) in the case of
any criminal proceeding, the indemnified party had reasonable cause to
believe that the act or omission was unlawful.

It is the position of the Securities and Exchange Commission (the
"Commission") that indemnification of trustees for liabilities arising under
the Securities Act of 1933, as amended (the "Securities Act"), is against
public policy and is unenforceable pursuant to Section 14 of the Securities
Act.

ITEM 7 OF FORM S-8. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8 OF FORM S-8; ITEM 16 OF FORM S-3. EXHIBITS

The following exhibits are filed as part of this registration statement:

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- ------------
<S> <C>
4.1 Form of certificate representing common shares of beneficial
interest (incorporated by reference from the Company's Form 10-Q
for the quarter ended June 30, 1998 filed with the Commission on
August 14, 1998)
5* Opinion Letter of Ungaretti & Harris regarding the validity of
the securities being registered
10.1 CenterPoint Properties 1995 Director Stock Plan (incorporated by
reference from the Company's Form 10-Q for the fiscal quarter
ended September 30, 1995 filed with the Commission on November
15, 1995)
10.2 First Amendment to CenterPoint Properties 1995 Director Stock
Plan (incorporated by reference from the Company's Form 10-Q for
the quarter ended June 30, 1998 filed with the Commission on
August 14, 1998)
10.3 CenterPoint Properties Amended and Restated 1993 Stock Option
Plan (incorporated by reference from the Company's Form 10-Q for
the quarter ended June 30, 1998 filed with the Commission on
August 14, 1998)

10.6 Stock Option Agreement between the Company and Martin Barber
(incorporated by reference from the Company's Form 10-Q for the
quarter ended June 30, 1998 filed with the Commission on August
14, 1998)
10.7 Stock Option Agreement between the Company and Nicholas C. Babson
(incorporated by reference from the Company's Form 10-Q for the
quarter ended June 30, 1998 filed with the Commission on August
14, 1998)
10.8 Stock Option Agreement between the Company and Alan D. Feld
(incorporated by reference from the Company's Form 10-Q for the
quarter ended June 30, 1998 filed with the Commission on August
14, 1998)

II-3
<PAGE>

10.9 Stock Option Agreement between the Company and John J. Kinsella
(incorporated by reference from the Company's Form 10-Q for the
quarter ended June 30, 1998 filed with the Commission on August
14, 1998)
10.10 Stock Option Agreement between the Company and Thomas E. Robinson
(incorporated by reference from the Company's Form 10-Q for the
quarter ended June 30, 1998 filed with the Commission on August
14, 1998)
10.11 Stock Option Agreement between the Company and Norman R Bobins
(incorporated by reference from the Company's Form 10-Q for the
quarter ended June 30, 1998 filed with the Commission on August
14, 1998)
23.1* Consent of Ungaretti & Harris (included as part of Exhibit 5)
23.2* Consent of PricewaterhouseCoopers LLP
24* Powers of Attorney of Trustees of the Company (included on
signature page)
</TABLE>
- ---------------------
* Filed herewith.

ITEM 9 OF FORM S-8; ITEM 17 OF FORM S-3. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment of this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof; and

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15-d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all the requirements
for filing on Form S-8 and S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Oak Brook, Illinois, on the 3rd day of September, 1998.

CENTERPOINT PROPERTIES TRUST,
a Maryland real estate investment trust

By: /s/ John S. Gates, Jr.
------------------------------------
John S. Gates, Jr., President and
Chief Executive Officer

By: /s/ Paul S. Fisher
------------------------------------
Paul S. Fisher, Executive Vice
President and Chief Financial
Officer (Principal Financial and
Accounting Officer)

Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 and S-3 has been signed by the following persons in the
capacities and on the date indicated. Each of the following persons does
hereby authorize and designate John S. Gates, Jr., Paul S. Fisher and Michael
M. Mullen, or any of them, as attorneys-in-fact with full power of
substitution, to execute in the name and on behalf of such person,
individually and in each capacity stated below, and to file any and all
amendments to this registration statement, including any and all
post-effective amendments.

<TABLE>
<CAPTION>
SIGNATURE NAME AND TITLE DATE
--------- -------------- ----
<S> <C> <C>

/s/ Martin Barber Martin Barber, Chairman
- -------------------------- and Trustee September 3, 1998

/s/ John S. Gates, Jr. John S. Gates, Jr., President,
- -------------------------- Chief Executive Officer and
Trustee September 3, 1998

/s/ Robert L. Stovall Robert L. Stovall, Trustee
- -------------------------- and Vice Chairman September 3, 1998

/s/ Nicholas C. Babson Nicholas C. Babson
- -------------------------- Independent Trustee September 3, 1998

/s/ Norman R Bobins Norman R Bobins
- -------------------------- Independent Trustee September 3, 1998

/s/ Alan D. Feld Alan D. Feld
- -------------------------- Independent Trustee September 3, 1998

/s/ John J. Kinsella John J. Kinsella
- -------------------------- Independent Trustee September 3, 1998

/s/ Thomas E. Robinson Thomas E. Robinson
- -------------------------- Independent Trustee September 3, 1998
</TABLE>

II-5
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<S> <C>
*4.1 Form of certificate representing common shares of beneficial
interest

5 Opinion Letter of Ungaretti & Harris regarding the validity
of the securities being registered

**10.1 CenterPoint Properties 1995 Director Stock Plan

*10.2 First Amendment to 1995 Director Stock Plan

*10.3 CenterPoint Properties Amended and Restated 1993 Stock
Option Plan

*10.6 Stock Option Agreement between the Company and Martin Barber

*10.7 Stock Option Agreement between the Company and Nicholas C.
Babson

*10.8 Stock Option Agreement between the Company and Alan D. Feld

*10.9 Stock Option Agreement between the Company and John J.
Kinsella

*10.10 Stock Option Agreement between the Company and Thomas E.
Robinson

*10.11 Stock Option Agreement between the Company and Norman R
Bobins

23.1 Consent of Ungaretti & Harris (included as part of Exhibit
5)

23.2 Consent of PricewaterhouseCoopers LLP

24 Powers of Attorney of Trustees of the Company (included on
signature page)
</TABLE>

- -----------------------------
* Incorporated by reference from the Company's Form 10-Q for the quarter
ended June 30, 1998 filed with the Commission on August 14, 1998.

** Incorporated by reference from the Company's Form 10-Q for the fiscal
quarter ended September 30, 1995.

<PAGE>

UNGARETTI & HARRIS
3500 THREE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60602
(312) 977-4400

September 4, 1998

CenterPoint Properties Trust
1808 Swift Road
Oak Brook, Illinois 60523

Ladies and Gentlemen:

We have acted as counsel to CenterPoint Properties Trust, a Maryland real estate
investment trust (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 and S-3 of the Company filed with the
Securities and Exchange Commission (the "Commission") on the date hereof (the
"Registration Statement"), relating to the registration under the Securities Act
of 1933, as amended (the "Securities Act"), of 409,064 shares of the Company's
Common Shares of Beneficial Interest, $0.001 per share (the "Common Shares"),
heretofore issued or to be issued under and pursuant to the Company's 1993 Stock
Option Plan, the 1995 Director Stock Plan, as amended, and special trustee Stock
Option Agreements dated as of May 15, 1998 (collectively, the "Plans").

In this connection, we have examined:

a. the Declaration of Trust, By-Laws and organizational documents of the
Company;

b. certain resolutions adopted by the Company's Board of Trustees;

c. the Registration Statement;

d. the Plans; and

e. such other documents as we have deemed relevant for the purpose of
rendering the opinions set forth herein, including certifications as to
certain matters of fact by responsible officers of the Company and by
governmental authorities.

We have assumed the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
copies.

<PAGE>
CenterPoint Properties Trust
September 4, 1998
Page 2

Based upon the foregoing, we are of the opinion that the Common Shares being
registered pursuant to the Registration Statement which to date have been issued
are, and the shares to be issued if and when issued under the circumstances
contemplated in the respective Plans will be, validly issued, fully paid and
nonassessable.

We are members of the Bar of the State of Illinois. Our opinion is limited to
the laws of the State of Illinois and the federal laws of the United States of
America. Insofar as our opinion relates to matters of Maryland law, we have
relied on the opinion dated the date hereof of Gordon, Feinblatt, Rothman,
Hoffberger & Hollander, LLC, a copy of which is attached hereto.

We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm in the Prospectus that is part of the
Registration Statement. By giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.

Very truly yours,

/s/ Ungaretti & Harris
- ------------------------------
Ungaretti & Harris

<PAGE>

Law Offices of
Gordon, Feinblatt, Rothman, Hoffberger &
Hollander, LLC

The Garrett Building
233 East Redwood Street
Baltimore, Maryland 21202-3332

September 4, 1998

Ungaretti & Harris
3500 Three First National Plaza
Chicago, Illinois 60602

Ladies and Gentlemen:

We have acted as special Maryland counsel to your firm in
connection with your opinion of even date herewith to CenterPoint Properties
Trust, a Maryland real estate investment trust (the "Company"), in connection
with the preparation of a Registration Statement on Forms S-8 and S-3 of the
Company filed with the Securities and Exchange Commission (the "Commission")
on September 4, 1998, (the "Registration Statement"), relating to the
registration under the Securities Act of 1933, as amended, of 409,064 shares
of the Company's Common Stock, $0.001 per share (the "Common Stock"),
heretofore issued or to be issued under and pursuant to the Company's 1993
Stock Option Plan, as amended, the 1995 Director Stock Plan, as amended, and
special trustee Stock Option Agreements dated as of May 15, 1998
(collectively, the "Plans").

In this connection, we have examined:

a. the Declaration of Trust, by-laws and organizational
documents of the Company;

b. certain resolutions adopted by the Company's Board of
Trustees;

c. the Registration Statement;

d. the Plans; and

e. such other documents as we have deemed relevant for the
purpose of rendering the opinions set forth herein.

<PAGE>

Ungaretti & Harris
September 4, 1998
Page 2

We have assumed the authenticity of all documents submitted to
us as originals and the conformity to original documents of all documents
submitted to us as copies.

Based upon the foregoing we are of the opinion that the shares
of Common Stock being registered pursuant to the Registration Statement which
to date have been issued are, and the shares to be issued if and when issued
under the circumstances contemplated in the respective Plans will be, validly
issued, fully paid and nonassessable.

We are members of the Bar of the State of Maryland and our
opinion is limited to the laws of the State of Maryland.

Very truly yours,

GORDON, FEINBLATT, ROTHMAN,
HOFFBERGER & HOLLANDER, LLC

By: /s/ Edward Obstler
-----------------------------------

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration statement
on Form S-8 and S-3 of our reports dated February 10, 1998, on our audits of
the consolidated financial statements and the financial statement schedules
of CenterPoint Properties Trust which reports are included in the Annual
Report on Form 10-K and of our report dated January 30, 1998, on our audit of
the combined statement of revenues and certain expenses of The Other
Acquisition II Properties for the year ended December 31, 1996 included in
the Current Report on Form 8-K/A No. 1 filed on February 27, 1998. We also
consent to the reference to our Firm under the caption "Experts."

PricewaterhouseCoopers LLP

Chicago, Illinois
September 2, 1998