As filed with the Securities and Exchange Commission on July 29, 2005

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 28, 2005

CATELLUS DEVELOPMENT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-31908	94-2953477
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

201 Mission Street, Second Floor, San Francisco, California		94105
(Address of principal executive offices)		(Zip code)

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On July 28, 2005, the Registrant issued a press release announcing its earnings for the quarter ended June 30, 2005. Copies of this press release and the related supplemental financial package are attached as Exhibit 99.1 and Exhibit 99.2, respectively. The information contained in this report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless specified otherwise in any such filings.

Item 9.01. Financial Statements and Exhibits.

		(c)		Exhibits (Furnished Pursuant to Item 2.02).

		99.1		Press Release of the Registrant, dated July 28, 2005, announcing the Registrant’s earnings for the quarter ended June 30, 2005.

		99.2		Supplemental Financial Package for the quarter ended June 30, 2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CATELLUS DEVELOPMENT CORPORATION


Dated: July 28, 2005	By:	/s/ C. William Hosler
	Name:	C. William Hosler
	Title:	Senior Vice President and
		Chief Financial Officer

EXHIBIT INDEX

Exhibit		Document

99.1*		Press Release of the Registrant, dated July 28, 2005, announcing the Registrant’s earnings for the quarter ended June 30, 2005.

99.2*		Supplemental Financial Package for the quarter ended June 30, 2005

* Furnished herewith.

CATELLUS DEVELOPMENT CORP 8-K