<PAGE>

         As filed with the Securities and Exchange Commission on June 3, 1996
                                                 Registration No. 33-
- --------------------------------------------------------------------------------
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                       FORM S-8
                                REGISTRATION STATEMENT
                           UNDER THE SECURITIES ACT OF 1933
                                ---------------------
                          CENTERPOINT PROPERTIES CORPORATION
                (Exact name of registrant as specified in its charter)

         MARYLAND                                          36-3910279
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                       Identification Number)
                              401 NORTH MICHIGAN AVENUE
                                      30TH FLOOR
                               CHICAGO, ILLINOIS 60611
                                     312-346-5600
                (Address of registrant's principal executive offices)
                                ----------------------

       CENTERPOINT PROPERTIES CORPORATION 1995 RESTRICTED STOCK INCENTIVE PLAN
             CENTERPOINT PROPERTIES CORPORATION 1995 DIRECTOR STOCK PLAN
              CENTERPOINT PROPERTIES CORPORATION 1993 STOCK OPTION PLAN
                              (Full Title of the Plans)
                                ----------------------

                                  JOHN S. GATES, JR.
                                      PRESIDENT
                          CENTERPOINT PROPERTIES CORPORATION
                        401 NORTH MICHIGAN AVENUE, 30TH FLOOR
                               CHICAGO, ILLINOIS 60611
                                     312-346-5600
                       (Name and address of agent for service)
                                ----------------------
                                      COPIES TO:
                              RICHARD A. UNGARETTI, Esq.
                              JAMES T. EASTERLING, Esq.
                             Coffield Ungaretti & Harris
                        Three First National Plaza, Suite 3500
                               Chicago, Illinois 60602
                                     312-977-4400
                                ----------------------

                           CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
                                             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
- --------------------------------------------------------------------------------------------------
<S>                   <C>                 <C>               <C>                    <C>
Common Stock             900,416               $24.25           $21,835,088           $4,367
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------

</TABLE>

(1) Represents shares of Common Stock to be distributed pursuant to the
    Company's 1995 Restricted Stock Incentive Plan, 1995 Director Stock Plan
    and 1993 Stock Option Plan, respectively.
(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
    Stock as reported on the American Stock Exchange on May 28, 1996.

<PAGE>

                                        PART I

                 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to participants in the CenterPoint Properties Corporation 1995
Restricted Stock Incentive Plan, the CenterPoint Properties Corporation 1995
Director Stock Plan and the CenterPoint Properties Corporation 1993 Stock Option
Plan, respectively, as specified by Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act").

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.


                                       PART II

                             INFORMATION REQUIRED IN THE
                                REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents previously filed by the Company with the Commission
pursuant to the Exchange Act of 1934, and any amendments and supplements
thereto, are incorporated herein by reference:

    (a)  The Company's Annual Report on Form 10-K for the year ended December
    31, 1995 (File No. 1-12630);

    (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
    March 31, 1996 (File No. 1-12630); and

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

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.

<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES

Not Applicable.


ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

Not Applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Articles of Incorporation and Bylaws authorize the Company to
indemnify its present and former directors and officers and to pay or reimburse
expenses for such individuals in advance of the final disposition of a
proceeding to the maximum extent permitted by Maryland law.  The Maryland
General Corporation Law ("MGCL") permits a corporation to indemnify its present
and former directors 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 their service in
those capacities unless it is established that (a) the act or omission of the
director or officer was material to the matter giving rise to the proceeding and
(i) was committed in bad faith or (ii) was the result of active and deliberate
dishonesty; (b) the director or officer actually received an improper personal
benefit in money, property or services; or (c) in case of any criminal
proceeding, the director or officer had reasonable cause to believe the act or
omission was unlawful.

The MGCL permits the charter of a Maryland corporation to include a provision
limiting the liability of its directors and officers to the corporation and its
stockholders for money damages, except to the extent that (i) it is proved that
the person actually received an improper benefit or profit in money, property or
services, or (ii) a judgment or other final adjudication is entered in a
proceeding based on a finding that the 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.  The Company's charter contains a
provision providing for elimination of the liability of its directors or
officers to the Company or its stockholders for money damages to the maximum
extent permitted by Maryland law from time to time.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.


                                          2

<PAGE>

ITEM 8.  EXHIBITS

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

    EXHIBIT        DESCRIPTION
    -------        -----------

      4.1          Form of certificate representing common stock (incorporated
                   by reference from the Company's Registration Statement on
                   Form S-11 (File No. 33-69710)
      5*           Opinion Letter of Coffield Ungaretti & Harris regarding the
                   validity of the securities being registered
    10.1           CenterPoint Properties Corporation 1995 Restricted Stock
                   Incentive 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, 1996)
    10.2           CenterPoint Properties Corporation 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, 1996)
    10.3           CenterPoint Properties Corporation 1993 Stock Option Plan
                   (incorporated by reference from Pre-Effective Amendment No.
                   2 to the Company's Registration Statement on Form S-11 (File
                   No. 33-69710))
    10.4           First Amendment to CenterPoint Properties Corporation 1993
                   Stock Option Plan (incorporated by reference from the
                   Company's Form 10-K for the fiscal year ended December 31,
                   1995 filed with the Commission on March 29, 1996)
    10.5*          Second Amendment to CenterPoint Properties Corporation 1993
                   Stock Option Plan
    23.1*          Consent of Coffield Ungaretti & Harris (included as part of
                   Exhibit 5)
    23.2*          Consent of Coopers & Lybrand L.L.P.
    24*            Powers of Attorney of Directors of the Company (included on
                   signature page)
- ------------------------
*  Filed herewith.

ITEM 9.  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;


                                          3

<PAGE>

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.


                                          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 has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Chicago,
Illinois, on the 31st day of May, 1996.

                                  CENTERPOINT PROPERTIES CORPORATION,
                                  a Maryland corporation

                                  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 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 Robert L. Stovall, 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.

        SIGNATURE               NAME AND TITLE                     DATE
        ---------               --------------                     ----

                             Martin Barber, Chairman
/s/   Martin Barber          and Director                       May 31, 1996
- ---------------------------
                             John S. Gates, Jr., President,
                             Chief Executive Officer and
/s/   John S. Gates, Jr.     Director                           May 31, 1996
- ---------------------------

                             Robert L. Stovall, Executive
                             Vice President, Chief
                             Operating Officer and
/s/   Robert L. Stovall      Director                           May 31, 1996
- ---------------------------
                             Nicholas C. Babson
/s/   Nicholas C. Babson     Independent Director               May 31, 1996
- ---------------------------
                             Alan D. Feld
/s/   Alan D. Feld           Independent Director               May 31, 1996
- ---------------------------
                             John J. Kinsella
/s/   John J. Kinsella       Independent Director               May 31, 1996
- ---------------------------

                             Thomas E. Robinson
/s/   Thomas E. Robinson     Independent Director               May 31, 1996
- ---------------------------


                                          5

<PAGE>

                                  INDEX TO EXHIBITS

EXHIBIT                  DESCRIPTION                                     PAGE

 *4.1      Form of certificate representing common stock

    5      Opinion Letter of Coffield Ungaretti & Harris regarding the     8
           validity of the securities being registered

**10.1     CenterPoint Properties Corporation 1995 Restricted Stock
           Incentive Plan

**10.2     CenterPoint Properties Corporation 1995 Director Stock Plan

***10.3    CenterPoint Properties Corporation 1993 Stock Option Plan

****10.4   First Amendment to CenterPoint Properties Corporation
           1993 Stock Option Plan

 10.5      Second Amendment to CenterPoint Properties Corporation         13
           1993 Stock Option Plan

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

 23.2      Consent of Coopers & Lybrand L.L.P.                            14
  24       Powers of Attorney of Directors of the Company (included on
           signature page)
- -----------------------------
*  Incorporated by reference from the Company's Registration Statement on Form
S-11 (File No. 33-69710).

**  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, 1996.

***  Incorporated by reference from Pre-Effective Amendment No. 2 to the
Company's Registration Statement on Form S-11 (File No. 33-69710).

****  Incorporated by reference from the Company's Form 10-K for the fiscal year
ended December 31, 1995 filed with the Commission on March 29, 1996.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19419}]
{"company-data": {"conformed-name": "CENTERPOINT PROPERTIES CORP", "cik": "0000912893", "assigned-sic": "6798", "irs-number": "363910279", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05141", "film-number": "96576446"}, "business-address": {"street1": "401 N MICHIGAN AVE", "street2": "STE 3000", "city": "CHICAGO", "state": "IL", "zip": "60611", "phone": "3123465600"}, "mail-address": {"street1": "401 N MICHIGAN AVE", "street2": "STE 3000", "city": "CHICAGO", "state": "IL", "zip": "60611"}}
As filed with the Securities and Exchange Commission on June 3, 1996
                                                 Registration No. 33-
- --------------------------------------------------------------------------------
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                       FORM S-8
                                REGISTRATION STATEMENT
                           UNDER THE SECURITIES ACT OF 1933
                                ---------------------
                          CENTERPOINT PROPERTIES CORPORATION
                (Exact name of registrant as specified in its charter)

         MARYLAND                                          36-3910279
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                       Identification Number)
                              401 NORTH MICHIGAN AVENUE
                                      30TH FLOOR
                               CHICAGO, ILLINOIS 60611
                                     312-346-5600
                (Address of registrant's principal executive offices)
                                ----------------------

       CENTERPOINT PROPERTIES CORPORATION 1995 RESTRICTED STOCK INCENTIVE PLAN
             CENTERPOINT PROPERTIES CORPORATION 1995 DIRECTOR STOCK PLAN
              CENTERPOINT PROPERTIES CORPORATION 1993 STOCK OPTION PLAN
                              (Full Title of the Plans)
                                ----------------------

                                  JOHN S. GATES, JR.
                                      PRESIDENT
                          CENTERPOINT PROPERTIES CORPORATION
                        401 NORTH MICHIGAN AVENUE, 30TH FLOOR
                               CHICAGO, ILLINOIS 60611
                                     312-346-5600
                       (Name and address of agent for service)
                                ----------------------
                                      COPIES TO:
                              RICHARD A. UNGARETTI, Esq.
                              JAMES T. EASTERLING, Esq.
                             Coffield Ungaretti & Harris
                        Three First National Plaza, Suite 3500
                               Chicago, Illinois 60602
                                     312-977-4400
                                ----------------------

                           CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
                                             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
- --------------------------------------------------------------------------------------------------
Common Stock             900,416               $24.25           $21,835,088           $4,367
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
(1) Represents shares of Common Stock to be distributed pursuant to the
    Company's 1995 Restricted Stock Incentive Plan, 1995 Director Stock Plan
    and 1993 Stock Option Plan, respectively.
(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
    Stock as reported on the American Stock Exchange on May 28, 1996.
PART I

                 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to participants in the CenterPoint Properties Corporation 1995
Restricted Stock Incentive Plan, the CenterPoint Properties Corporation 1995
Director Stock Plan and the CenterPoint Properties Corporation 1993 Stock Option
Plan, respectively, as specified by Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act").

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.

                                       PART II

                             INFORMATION REQUIRED IN THE
                                REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents previously filed by the Company with the Commission
pursuant to the Exchange Act of 1934, and any amendments and supplements
thereto, are incorporated herein by reference:

    (a)  The Company's Annual Report on Form 10-K for the year ended December
    31, 1995 (File No. 1-12630);

    (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
    March 31, 1996 (File No. 1-12630); and

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

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.
ITEM 4.  DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Articles of Incorporation and Bylaws authorize the Company to
indemnify its present and former directors and officers and to pay or reimburse
expenses for such individuals in advance of the final disposition of a
proceeding to the maximum extent permitted by Maryland law.  The Maryland
General Corporation Law ("MGCL") permits a corporation to indemnify its present
and former directors 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 their service in
those capacities unless it is established that (a) the act or omission of the
director or officer was material to the matter giving rise to the proceeding and
(i) was committed in bad faith or (ii) was the result of active and deliberate
dishonesty; (b) the director or officer actually received an improper personal
benefit in money, property or services; or (c) in case of any criminal
proceeding, the director or officer had reasonable cause to believe the act or
omission was unlawful.

The MGCL permits the charter of a Maryland corporation to include a provision
limiting the liability of its directors and officers to the corporation and its
stockholders for money damages, except to the extent that (i) it is proved that
the person actually received an improper benefit or profit in money, property or
services, or (ii) a judgment or other final adjudication is entered in a
proceeding based on a finding that the 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.  The Company's charter contains a
provision providing for elimination of the liability of its directors or
officers to the Company or its stockholders for money damages to the maximum
extent permitted by Maryland law from time to time.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

                                          2
ITEM 8.  EXHIBITS

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

    EXHIBIT        DESCRIPTION
    -------        -----------

      4.1          Form of certificate representing common stock (incorporated
                   by reference from the Company's Registration Statement on
                   Form S-11 (File No. 33-69710)
      5*           Opinion Letter of Coffield Ungaretti & Harris regarding the
                   validity of the securities being registered
    10.1           CenterPoint Properties Corporation 1995 Restricted Stock
                   Incentive 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, 1996)
    10.2           CenterPoint Properties Corporation 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, 1996)
    10.3           CenterPoint Properties Corporation 1993 Stock Option Plan
                   (incorporated by reference from Pre-Effective Amendment No.
                   2 to the Company's Registration Statement on Form S-11 (File
                   No. 33-69710))
    10.4           First Amendment to CenterPoint Properties Corporation 1993
                   Stock Option Plan (incorporated by reference from the
                   Company's Form 10-K for the fiscal year ended December 31,
                   1995 filed with the Commission on March 29, 1996)
    10.5*          Second Amendment to CenterPoint Properties Corporation 1993
                   Stock Option Plan
    23.1*          Consent of Coffield Ungaretti & Harris (included as part of
                   Exhibit 5)
    23.2*          Consent of Coopers & Lybrand L.L.P.
    24*            Powers of Attorney of Directors of the Company (included on
                   signature page)
- ------------------------
*  Filed herewith.

ITEM 9.  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;

                                          3
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.

                                          4
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 has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Chicago,
Illinois, on the 31st day of May, 1996.

                                  CENTERPOINT PROPERTIES CORPORATION,
                                  a Maryland corporation

                                  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 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 Robert L. Stovall, 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.

        SIGNATURE               NAME AND TITLE                     DATE
        ---------               --------------                     ----

                             Martin Barber, Chairman
/s/   Martin Barber          and Director                       May 31, 1996
- ---------------------------
                             John S. Gates, Jr., President,
                             Chief Executive Officer and
/s/   John S. Gates, Jr.     Director                           May 31, 1996
- ---------------------------

                             Robert L. Stovall, Executive
                             Vice President, Chief
                             Operating Officer and
/s/   Robert L. Stovall      Director                           May 31, 1996
- ---------------------------
                             Nicholas C. Babson
/s/   Nicholas C. Babson     Independent Director               May 31, 1996
- ---------------------------
                             Alan D. Feld
/s/   Alan D. Feld           Independent Director               May 31, 1996
- ---------------------------
                             John J. Kinsella
/s/   John J. Kinsella       Independent Director               May 31, 1996
- ---------------------------

                             Thomas E. Robinson
/s/   Thomas E. Robinson     Independent Director               May 31, 1996
- ---------------------------

                                          5
INDEX TO EXHIBITS

EXHIBIT                  DESCRIPTION                                     PAGE

 *4.1      Form of certificate representing common stock

    5      Opinion Letter of Coffield Ungaretti & Harris regarding the     8
           validity of the securities being registered

**10.1     CenterPoint Properties Corporation 1995 Restricted Stock
           Incentive Plan

**10.2     CenterPoint Properties Corporation 1995 Director Stock Plan

***10.3    CenterPoint Properties Corporation 1993 Stock Option Plan

****10.4   First Amendment to CenterPoint Properties Corporation
           1993 Stock Option Plan

 10.5      Second Amendment to CenterPoint Properties Corporation         13
           1993 Stock Option Plan

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

 23.2      Consent of Coopers & Lybrand L.L.P.                            14
  24       Powers of Attorney of Directors of the Company (included on
           signature page)
- -----------------------------
*  Incorporated by reference from the Company's Registration Statement on Form
S-11 (File No. 33-69710).

**  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, 1996.

***  Incorporated by reference from Pre-Effective Amendment No. 2 to the
Company's Registration Statement on Form S-11 (File No. 33-69710).

****  Incorporated by reference from the Company's Form 10-K for the fiscal year
ended December 31, 1995 filed with the Commission on March 29, 1996.