As filed with the Securities and Exchange Commission on November 57, 2003

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): November 47, 2003

CATELLUS DEVELOPMENT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0001-~~18694~~10622	94-2953477
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

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

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)

Item 5. Other Events and Required FD Disclosure.

On October 8, 2003, we issued a press release announcing the declaration of a special dividend to stockholders of record on November 4, 2003 to be paid on December 18, 2003. A copy of the form of the election certificate to be sent to stockholders of Catellus in connection with the special dividend is attached as Exhibit 99.1.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

		(c)		Exhibits.

		99.1		Form of Election Certificate with respect to the special dividend.

99.1		Press Release of the Registrant, dated November 4, 2003, announcing the Registrant’s earnings for the quarter ended September 30, 2003.
99.2		Supplemental Financial Package for the quarter ended September 30, 2003.

Item 12. Results of Operations and Financial Condition.

On November 4, 2003, the Registrant issued a press release announcing its earnings for the quarter ended September 30, 2003. 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 registration statement filed by the Registrant under the Securities Act of 1933, as amended, unless specified otherwise.

SIGNATURE

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

	CATELLUS DEVELOPMENT CORPORATION
Dated November 5, 2003	By:	/s/ C. William Hosler
Dated November 6, 2003	By:	/s/ C. WILLIAM HOSLER
	Name:	C. William Hosler
	Title:	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit		Document
99.1*		~~Press~~Form ~~Release~~ of ~~the~~Election ~~Registrant,~~Certificate ~~dated~~with ~~November~~respect 4,to ~~2003, announcing~~ the ~~Registrant’s~~special ~~earnings for the quarter ended September 30, 2003~~dividend.
99.2*		Supplemental Financial Package for the quarter ended September 30, 2003.

* ~~Furnished~~Filed herewith.

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