<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1996
                                                    REGISTRATION NO. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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


                        CATELLUS DEVELOPMENT CORPORATION
             (Exact name of registrant as specified in its charter)

         Delaware                                              21-0718930
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

                               201 Mission Street
                         San Francisco, California 94105
   (Address, including zip code, of registrant's principal executive offices)

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


                        CATELLUS DEVELOPMENT CORPORATION
                           1996 PERFORMANCE AWARD PLAN
                            (Full title of the plan)

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



                             Maureen Sullivan, Esq.
               Vice President Law, General Counsel and Secretary
                        Catellus Development Corporation
                               201 Mission Street
                         San Francisco, California 94105
                                 (415) 974-4500
           (Name, Address, including zip code, and telephone number,
            including area code, of registrant's agent for service)

                                    Copy to:
                             James R. Ukropina, Esq.
                                O'Melveny & Myers
                              400 South Hope Street
                          Los Angeles, California 90071
                                 (213) 669-6000

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Title of                                       Proposed        Proposed
Securities       Amount        Maximum         Maximum         Amount of
to be            to be         Offering Price  Aggregate       Registration
Registered       Registered    Per Share       Offering Price  Fee
- --------------------------------------------------------------------------------
<S>             <C>            <C>             <C>             <C>
Common
Stock par
value $.01
per share       4,000,000(1)    $9.25(2)       $37,000,000(2)    $12,758.62(2)
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the
     "Act"), an indeterminate number of additional shares of Common Stock which
     by reason of certain events specified in the 1996 Performance Award Plan
     may become subject to the Plan are also being registered hereunder.

(2)  The aggregate offering price and the registration fee have been computed
     pursuant to Rule 457(h)(i) and Rule 457(c) under the Act on the basis of
     the average of the high ($9.375) and low ($9.125) prices of Common Stock
     reported on the New York Stock Exchange on May 15, 1996.
<PAGE>   2
                                     Part I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
employees as specified by Securities and Exchange Commission Rule 428(b)(1).
Such documents need not be filed with the Securities and Exchange Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part
II hereof), taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933.

                                     Part II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

         (a) Annual Report on Form 10-K for the year ended December 31, 1995 of
             Catellus Development Corporation, a Delaware corporation (the
             "Company");

         (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996
             of the Company; and

         (c) The description of the common stock, par value $.01 per share (the
             "Common Stock"), of the Company contained in its Registration
             Statement on Form 10 (Commission File Number 0-18694) filed under
             the Securities Exchange Act of 1934, as amended (the "Exchange
             Act").

         All documents filed by the Company after the date hereof pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document, all or a portion of which is 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 herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or amended, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

         The Common Stock is registered pursuant to Section 12 of the Exchange
Act, and, therefore, the description of securities is incorporated by reference
pursuant to Item 3 herein.

                                        2
<PAGE>   3
Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law provides in general
that a Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any suit or proceeding because such person is
or was a director, officer, employee or agent of the corporation or was serving,
at the request of the corporation, as a director, officer, employee or agent of
another corporation, against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Similar indemnity, but only for expenses (including attorneys'
fees) actually and reasonably incurred, may be provided in connection with an
action or suit by or in the right of a corporation, provided that such person
acted in good faith and in a manner such person believed to be in or not opposed
to the best interests of the corporation and except that no indemnification may
be made in respect of any claim as to which such person has been adjudged to be
liable to the corporation unless and only to the extent that a court shall have
determined, upon application, that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.

         Section 102(b)(7) of the Delaware General Corporation Law provides
generally that a corporation may include a provision in its certificate of
incorporation which eliminates or limits the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision may not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit. The
Company has included provisions of the foregoing type in Article 5 of its
Certificate of Incorporation.

         The Company maintains directors and officers liability insurance
coverage for its directors and officers providing coverage for damages,
judgments, settlements, defense costs, charges and expenses incurred by reason
of any actual or alleged breach of duty, error, misstatement, misleading
statement or omission done or made in their capacities as directors and/or
officers of the Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following are filed as exhibits to this Registration Statement:

         Exhibits               Description
         --------               ------------

         4.1                    1996 Performance Award Plan

         4.2                    Form of Director Award Agreement

         5.1                    Opinion of O'Melveny & Myers


                                        3
<PAGE>   4
        23.1            Consent of O'Melveny & Myers (included in Exhibit 5.1)

        23.2            Consent of Price Waterhouse LLP

        23.3            Consent of Landauer Associates, Inc.

        24.1            Powers of Attorneys


Item 9.  Undertakings.

    A.   The undersigned registrant hereby undertakes:

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

             (i)   To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (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; and

             (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 with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (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.

    B.   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 Section 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.

    C.   Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the


                                        4
<PAGE>   5
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


                                        5
<PAGE>   6
                                   Signatures

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on this 22nd day
of May, 1996.

                                 CATELLUS DEVELOPMENT CORPORATION

                                 (Registrant)

                                 /s/ Nelson C. Rising
                                 --------------------------------------------
                                 Name:  Nelson C. Rising
                                 Title: President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
           Signature                                Title                                Date
           ---------                                -----                                ----
<S>                                     <C>                                          <C>
Principal Executive Officer:

/s/ Nelson C. Rising
- -----------------------------
Nelson C. Rising                        President and Chief Executive Officer,        May 22, 1996
                                        Director


Principal Financial Officer:

/s/ Stephen P. Wallace
- -----------------------------
Stephen P. Wallace                      Chief Financial Officer                      May 22, 1996


Principal Accounting Officer:


/s/ Paul A. Lockie
- -----------------------------
Paul A. Lockie                          Controller                                   May 22, 1996


</TABLE>


                                       S-1
<PAGE>   7
<TABLE>
<CAPTION>

Signatures                              Title                       Date
- ----------                              -----                       ----
<S>                                     <C>                         <C>

               *
- -----------------------------
Joseph F. Alibrandi                     Director                    May 22, 1996


               *
- -----------------------------
Daryl J. Carter                         Director                    May 22, 1996


               *
- -----------------------------
Christine Garvey                        Director                    May 22, 1996


               *
- -----------------------------
Joseph R. Seiger                        Chairman and Director       May 22, 1996


               *
- -----------------------------
Jacqueline R. Slater                    Director                    May 22, 1996


               *
- -----------------------------
Thomas M. Steinberg                     Director                    May 22, 1996


               *
- -----------------------------
Tom C. Stickel                          Director                    May 22, 1996


               *
- -----------------------------
Beverly Benedict Thomas                 Director                    May 22, 1996



*  By:  /s/ Maureen Sullivan                                        May 22, 1996
- -----------------------------
      Attorney-in-Fact

</TABLE>

                                       S-2
<PAGE>   8
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                    
Exhibit No.   Document                                              
- -----------   --------                                              
<S>           <C>                                                   
  4.1         1996 Performance Award Plan

  4.2         Form of Director Award Agreement

  5.1         Opinion of O'Melveny & Myers

  23.1        Consent of O'Melveny & Myers (included in Exhibit 5.1)

  23.2        Consent of Price Waterhouse LLP

  23.3        Consent of Landauer Associates, Inc.

  24.1        Powers of Attorneys
</TABLE>



                                       S-3
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18525}]
{"company-data": {"conformed-name": "CATELLUS DEVELOPMENT CORP", "cik": "0000865937", "assigned-sic": "6512", "irs-number": "942953477", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04293", "film-number": "96571099"}, "business-address": {"street1": "201 MISSION ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105", "phone": "4159744500"}}
1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1996
                                                    REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                        CATELLUS DEVELOPMENT CORPORATION
             (Exact name of registrant as specified in its charter)

         Delaware                                              21-0718930
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

                               201 Mission Street
                         San Francisco, California 94105
   (Address, including zip code, of registrant's principal executive offices)

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

                        CATELLUS DEVELOPMENT CORPORATION
                           1996 PERFORMANCE AWARD PLAN
                            (Full title of the plan)

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

                             Maureen Sullivan, Esq.
               Vice President Law, General Counsel and Secretary
                        Catellus Development Corporation
                               201 Mission Street
                         San Francisco, California 94105
                                 (415) 974-4500
           (Name, Address, including zip code, and telephone number,
            including area code, of registrant's agent for service)

                                    Copy to:
                             James R. Ukropina, Esq.
                                O'Melveny & Myers
                              400 South Hope Street
                          Los Angeles, California 90071
                                 (213) 669-6000

                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of                                       Proposed        Proposed
Securities       Amount        Maximum         Maximum         Amount of
to be            to be         Offering Price  Aggregate       Registration
Registered       Registered    Per Share       Offering Price  Fee
- --------------------------------------------------------------------------------
Common
Stock par
value $.01
per share       4,000,000(1)    $9.25(2)       $37,000,000(2)    $12,758.62(2)
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the
     "Act"), an indeterminate number of additional shares of Common Stock which
     by reason of certain events specified in the 1996 Performance Award Plan
     may become subject to the Plan are also being registered hereunder.

(2)  The aggregate offering price and the registration fee have been computed
     pursuant to Rule 457(h)(i) and Rule 457(c) under the Act on the basis of
     the average of the high ($9.375) and low ($9.125) prices of Common Stock
     reported on the New York Stock Exchange on May 15, 1996.
2
                                     Part I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
employees as specified by Securities and Exchange Commission Rule 428(b)(1).
Such documents need not be filed with the Securities and Exchange Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part
II hereof), taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933.

                                     Part II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

         (a) Annual Report on Form 10-K for the year ended December 31, 1995 of
             Catellus Development Corporation, a Delaware corporation (the
             "Company");

         (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996
             of the Company; and

         (c) The description of the common stock, par value $.01 per share (the
             "Common Stock"), of the Company contained in its Registration
             Statement on Form 10 (Commission File Number 0-18694) filed under
             the Securities Exchange Act of 1934, as amended (the "Exchange
             Act").

         All documents filed by the Company after the date hereof pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document, all or a portion of which is 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 herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or amended, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

         The Common Stock is registered pursuant to Section 12 of the Exchange
Act, and, therefore, the description of securities is incorporated by reference
pursuant to Item 3 herein.

                                        2
3
Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law provides in general
that a Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any suit or proceeding because such person is
or was a director, officer, employee or agent of the corporation or was serving,
at the request of the corporation, as a director, officer, employee or agent of
another corporation, against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Similar indemnity, but only for expenses (including attorneys'
fees) actually and reasonably incurred, may be provided in connection with an
action or suit by or in the right of a corporation, provided that such person
acted in good faith and in a manner such person believed to be in or not opposed
to the best interests of the corporation and except that no indemnification may
be made in respect of any claim as to which such person has been adjudged to be
liable to the corporation unless and only to the extent that a court shall have
determined, upon application, that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.

         Section 102(b)(7) of the Delaware General Corporation Law provides
generally that a corporation may include a provision in its certificate of
incorporation which eliminates or limits the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision may not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit. The
Company has included provisions of the foregoing type in Article 5 of its
Certificate of Incorporation.

         The Company maintains directors and officers liability insurance
coverage for its directors and officers providing coverage for damages,
judgments, settlements, defense costs, charges and expenses incurred by reason
of any actual or alleged breach of duty, error, misstatement, misleading
statement or omission done or made in their capacities as directors and/or
officers of the Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following are filed as exhibits to this Registration Statement:

         Exhibits               Description
         --------               ------------

         4.1                    1996 Performance Award Plan

         4.2                    Form of Director Award Agreement

         5.1                    Opinion of O'Melveny & Myers

                                        3
4
        23.1            Consent of O'Melveny & Myers (included in Exhibit 5.1)

        23.2            Consent of Price Waterhouse LLP

        23.3            Consent of Landauer Associates, Inc.

        24.1            Powers of Attorneys

Item 9.  Undertakings.

    A.   The undersigned registrant hereby undertakes:

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

             (i)   To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (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; and

             (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 with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (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.

    B.   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 Section 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.

    C.   Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the

                                        4
5
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                        5
6
                                   Signatures

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on this 22nd day
of May, 1996.

                                 CATELLUS DEVELOPMENT CORPORATION

                                 (Registrant)

                                 /s/ Nelson C. Rising
                                 --------------------------------------------
                                 Name:  Nelson C. Rising
                                 Title: President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                Title                                Date
           ---------                                -----                                ----
Principal Executive Officer:

/s/ Nelson C. Rising
- -----------------------------
Nelson C. Rising                        President and Chief Executive Officer,        May 22, 1996
                                        Director

Principal Financial Officer:

/s/ Stephen P. Wallace
- -----------------------------
Stephen P. Wallace                      Chief Financial Officer                      May 22, 1996

Principal Accounting Officer:

/s/ Paul A. Lockie
- -----------------------------
Paul A. Lockie                          Controller                                   May 22, 1996
S-1
7
Signatures                              Title                       Date
- ----------                              -----                       ----
*
- -----------------------------
Joseph F. Alibrandi                     Director                    May 22, 1996

               *
- -----------------------------
Daryl J. Carter                         Director                    May 22, 1996

               *
- -----------------------------
Christine Garvey                        Director                    May 22, 1996

               *
- -----------------------------
Joseph R. Seiger                        Chairman and Director       May 22, 1996

               *
- -----------------------------
Jacqueline R. Slater                    Director                    May 22, 1996

               *
- -----------------------------
Thomas M. Steinberg                     Director                    May 22, 1996

               *
- -----------------------------
Tom C. Stickel                          Director                    May 22, 1996

               *
- -----------------------------
Beverly Benedict Thomas                 Director                    May 22, 1996

*  By:  /s/ Maureen Sullivan                                        May 22, 1996
- -----------------------------
      Attorney-in-Fact
S-2
8
                                  EXHIBIT INDEX
Exhibit No.   Document                                              
- -----------   --------
4.1         1996 Performance Award Plan

  4.2         Form of Director Award Agreement

  5.1         Opinion of O'Melveny & Myers

  23.1        Consent of O'Melveny & Myers (included in Exhibit 5.1)

  23.2        Consent of Price Waterhouse LLP

  23.3        Consent of Landauer Associates, Inc.

  24.1        Powers of Attorneys
S-3