<PAGE>
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1998
                                                       REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



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



                             CABOT INDUSTRIAL TRUST
             (Exact name of Registrant as specified in its charter)

          MARYLAND                                     04-3397866
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

            TWO CENTER PLAZA, SUITE 200, BOSTON, MASSACHUSETTS 02108
              (Address of principal executive offices) (Zip Code)

                CABOT INDUSTRIAL TRUST LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

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


          ROBERT E. PATTERSON                             COPY TO:
               PRESIDENT                   
        CABOT INDUSTRIAL TRUST                     JAMES R. WALTHER, ESQ.
      TWO CENTER PLAZA, SUITE 200                   MAYER, BROWN & PLATT
      BOSTON, MASSACHUSETTS 02108                  350 SOUTH GRAND AVENUE
(Name and address of agent for service)      LOS ANGELES, CALIFORNIA 90071-1503
                                                        (213) 229-9597  
          (617) 723-0900                            
 (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
                                                                                      PROPOSED    PROPOSED
                                                                                      MAXIMUM     MAXIMUM
                                                                                     OFFERING    AGGREGATE     AMOUNT OF
                                                                      AMOUNT TO BE   PRICE PER   OFFERING    REGISTRATION
               TITLE OF SECURITIES TO BE REGISTERED                  REGISTERED(1)   SHARE(2)    PRICE(2)        FEE
 --------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>             <C>        <C>          <C>
Common Shares of Beneficial Interest, par value $.01 per share(3)      4,347,500      $21.25    $92,384,375    $27,253
===========================================================================================================================
</TABLE>
(1) In accordance with Rule 416(a) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate number of Common Shares
    issuable pursuant to certain anti-dilution provisions of the plan listed
    above.
(2) Estimated pursuant to Rule 457(h) under the Securities Act solely for the
    purpose of calculating the registration fee and based upon the average of
    the high and low prices of the Common Shares on the New York Stock Exchange
    on September 25, 1998.
(3) Includes associated preferred share purchase rights.

================================================================================
<PAGE>
 
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated in and made a part of
this Registration Statement by reference:

          (a) The Registrant's Annual Report on Form 10-K for the year ended
     December 31, 1997, as amended (excluding Exhibits 99.1, 99.2 and 99.3
     thereto), filed pursuant to Section 13(a) of the Securities Exchange Act of
     1934 (the "Exchange Act");

          (b) All other reports filed by the Registrant pursuant to Section
     13(a) or 15(d) of the Exchange Act since December 31, 1997; 

          (c) The description of the Common Shares set forth under the headings
     "Description of Shares of Beneficial Interest" and "Certain Provisions of
     Maryland Law and of the Company's Declaration of Trust and Bylaws" in the
     Registrant's Registration Statement on Form S-11 (File No. 333-61543),
     together with any amendment or report filed with the Commission for the
     purpose of updating such description; and

          (d) The description of the Registrant's preferred share purchase
     rights set forth in the Registrant's Registration Statement on Form 8-A
     dated June 15, 1998, together with any amendment or report filed with the
     Commission for the purpose of updating such description.

     All other documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered under this
Registration Statement have been sold, or deregistering all securities then
remaining unsold, are also incorporated herein by reference and shall be a part
hereof from the date of the 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 subsequently filed document which 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 superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

                                      II-1
<PAGE>
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article 9, Section 1 of the Registrant's Declaration of Trust provides as 
follows with respect to the limitation of liability for Trustees and officers 
and indemnification:

     "To the maximum extent that Maryland law in effect from time to time
     permits limitation of the liability of trustees and officers of a REIT, no
     trustee or officer of the Trust shall be liable to the Trust or to any
     shareholder for money damages. Neither the amendment nor the repeal of this
     Section 1, nor the adoption or amendment of any other provision of this
     Declaration of Trust inconsistent with this Section 1, shall apply to or
     affect in any respect the applicability of the preceding sentence with
     respect to any act or failure to act which occurred prior to such
     amendment, repeal or adoption. In the absence of any Maryland statute
     limiting the liability of trustees or officers of a Maryland REIT for money
     damages in a suit by or on behalf of the Trust or by any shareholder, no
     trustee or officer of the Trust shall be liable to the Trust or to any
     shareholder for money damages except to the extent that (a) the trustee or
     officer actually received an improper benefit or profit in money, property
     or services, for the amount of the benefit or profit in money, property or
     services actually received or (b) 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 the action adjudicated in the proceeding."


     Article 9, Section 3 of the Registrant's Declaration of Trust provides as 
follows with respect to the indemnification of Trustees and officers:

     "Notwithstanding any other provisions of this Declaration of Trust, the
     Trust, for the purpose of providing indemnification for its Trustees and
     officers, shall have the authority, without specific shareholder approval,
     to enter into insurance or other arrangements to indemnify all Trustees and
     officers of the Trust against any and all liabilities and expenses incurred
     by them by reason of their being Trustees or officers of the Trust, whether
     or not the Trust would otherwise have the power under this Declaration of
     Trust or under Maryland law to indemnify such persons against such
     liability. Without limiting the power of the Trust to procure or maintain
     any kind of insurance or other arrangement, the Trust may, for the benefit
     of persons indemnified by it, (a) create a trust fund, (b) establish any
     form of self-insurance, (c) secure its indemnity obligation by grant of any
     security interest or other lien on the assets of the Trust, or (d)
     establish a letter of credit, guaranty or surety arrangement. Any such
     insurance or other arrangement may be procured, maintained or established
     within the Trust or with any insurer or other person deemed appropriate by
     the Board regardless of whether all or part of the stock or other
     securities thereof are owned in whole or in part by the Trust. In the
     absence of fraud, the judgment of the Board as to the terms and conditions
     of insurance or other arrangement and the identity of the insurer or other
     person participating in any arrangement shall be conclusive, and such
     insurance or other arrangement shall not be subject to voidability, nor
     subject the Trustees approving such insurance or other arrangement to
     liability on any ground, regardless of whether Trustees participating and
     approving such insurance or other arrangement shall be beneficiaries
     thereof."

     The Registrant has entered into indemnity agreements with each of its
officers and Trustees which provide for reimbursement of all expenses and
liabilities of such officer or Trustee, arising out of any lawsuit or claim
against such officer or Trustee due to the fact that such person was or is
serving as an officer or Trustee, except for such liabilities and expenses (a)
the payment of which is judicially determined to be unlawful, (b) relating to
claims under Section 16(b) of the Exchange Act or (c) relating to judicially
determined criminal violations.

                                      II-2
<PAGE>
 

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
          NUMBER                                   DESCRIPTION
          ------                                   -----------
          <C>        <S>
            4.1      Cabot Industrial Trust Long-Term Incentive Plan (incorporated by reference
                     to Exhibit 10.4 to the Registrant's Registration Statement on Form S-11
                     (File No. 333-38383))
            5.1      Opinion of Mayer, Brown & Platt as to the legality of the shares
           23.1      Consent of Arthur Andersen LLP
           23.2      Consent of Mayer, Brown & Platt (included in Exhibit 5.1)
           23.3      Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in the opinion 
                     filed as Exhibit A to Exhibit 5.1)
           24.1      Power of Attorney (included on signature page hereto)
</TABLE>


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 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.  Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range

                                      II-3
<PAGE>
 
     may be reflected in the form of a prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective 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 (1)(i) and (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 Commission 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.

          (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 Section 15(d) of the
Exchange Act that is incorporated by reference in this 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.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to Trustees, 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 Trustee, officer or controlling person of the Registrant in such
successful defense of any action, suit or proceeding) is asserted by such
Trustee, 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 it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-4
<PAGE>
 
                                   SIGNATURES

     The Registrant.  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 Boston, State of Massachusetts, on this 30th day
of September, 1998.

                                    CABOT INDUSTRIAL TRUST



                                    By:/s/ Ferdinand Colloredo-Mansfeld
                                       -----------------------------------
                                    Name:  Ferdinand Colloredo-Mansfeld
                                    Title: Chairman of the Board and
                                           Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of Cabot Industrial Trust, a
Maryland real estate investment trust, and each of the undersigned Trustees and
officers of Cabot Industrial Trust, hereby constitutes and appoints Ferdinand
Colloredo-Mansfeld, Franz Colloredo-Mansfeld and Neil E. Waisnor its or his true
and lawful attorneys-in-fact and agents, for it or him and in its or his name,
place and stead, in any and all capacities, each with full power to act alone,
to sign any and all amendments to this Registration Statement, and to file each
such amendment to this Registration Statement with all exhibits thereto, and any
and all documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as it or he might or could do in person, hereby ratifying
and confirming all said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on September 30, 1998.


          SIGNATURE                                  TITLE
          ---------                                  -----
 
/s/ Ferdinand Colloredo-Mansfeld
- --------------------------------  Chairman of the Board, Chief Executive   
    Ferdinand Colloredo-Mansfeld  Officer, Trustee (Principal Executive Officer)
 
 
 
/s/ Robert E. Patterson                                
- --------------------------------  President, Trustee 
    Robert E. Patterson
 

                                      II-5
<PAGE>
 
          SIGNATURE                                  TITLE
          ---------                                  ------                     

                                                                              
/s/ Franz Colloredo-Mansfeld      Chief Financial Officer (Principal Financial 
- -----------------------------     Officer)                                     
Franz Colloredo-Mansfeld 
 
 
 
/s/ Neil E. Waisnor               Senior Vice President - Finance, Treasurer,
- -----------------------------     Secretary (Principal Accounting Officer)
Neil E. Waisnor                
 
 
/s/ Noah T. Herndon               Trustee 
- -----------------------------             
Noah T. Herndon 
 
 
                                  Trustee
- ----------------------------- 
Christopher C. Milliken 
 
 
                                  Trustee
- ----------------------------- 
Maurice Segall 
 
 
/s/ Ronald L. Skates              Trustee
- ----------------------------- 
Ronald L. Skates 
 
 
/s/ W. Nicholas Thorndike           Trustee
- ----------------------------- 
W. Nicholas Thorndike 

                                      II-6
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                               
                                                                                  SEQUENTIALLY 
NUMBER                                DESCRIPTION                                NUMBERED PAGE 
- ------                                -----------                                -------------
<C>     <S>                                                                      <C>
   4.1  Cabot Industrial Trust Long-Term Incentive Plan (incorporated by
        reference to Exhibit 10.4 to the Registrant's Registration Statement
        on Form S-11 (File No. 333-38383))
   5.1  Opinion of Mayer, Brown & Platt as to the legality of the shares
  23.1  Consent of Arthur Andersen LLP
  23.2  Consent of Mayer, Brown & Platt (included in Exhibit 5.1)
  23.3  Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in the
        opinion filed as Exhibit A to Exhibit 5.1)
  24.1  Power of Attorney (included on signature page hereto)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21144}]
{"company-data": {"conformed-name": "CABOT INDUSTRIAL TRUST", "cik": "0001047696", "assigned-sic": "6500", "irs-number": "043397866", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-65169", "film-number": "98719303"}, "business-address": {"street1": "TWO CENTER PLAZA", "street2": "SUITE 200", "city": "BOSTON", "state": "MA", "zip": "02108", "phone": "6177230900"}, "mail-address": {"street1": "TWO CENTER PLAZA SUITE 200", "street2": "TWO CENTER PLAZA SUITE 200", "city": "BOSTON", "state": "MA", "zip": "02108"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1998
                                                       REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             CABOT INDUSTRIAL TRUST
             (Exact name of Registrant as specified in its charter)

          MARYLAND                                     04-3397866
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

            TWO CENTER PLAZA, SUITE 200, BOSTON, MASSACHUSETTS 02108
              (Address of principal executive offices) (Zip Code)

                CABOT INDUSTRIAL TRUST LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

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

          ROBERT E. PATTERSON                             COPY TO:
               PRESIDENT                   
        CABOT INDUSTRIAL TRUST                     JAMES R. WALTHER, ESQ.
      TWO CENTER PLAZA, SUITE 200                   MAYER, BROWN & PLATT
      BOSTON, MASSACHUSETTS 02108                  350 SOUTH GRAND AVENUE
(Name and address of agent for service)      LOS ANGELES, CALIFORNIA 90071-1503
                                                        (213) 229-9597  
          (617) 723-0900                            
 (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                                                      PROPOSED    PROPOSED
                                                                                      MAXIMUM     MAXIMUM
                                                                                     OFFERING    AGGREGATE     AMOUNT OF
                                                                      AMOUNT TO BE   PRICE PER   OFFERING    REGISTRATION
               TITLE OF SECURITIES TO BE REGISTERED                  REGISTERED(1)   SHARE(2)    PRICE(2)        FEE
 --------------------------------------------------------------------------------------------------------------------------
Common Shares of Beneficial Interest, par value $.01 per share(3)      4,347,500      $21.25    $92,384,375    $27,253
===========================================================================================================================
(1) In accordance with Rule 416(a) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate number of Common Shares
    issuable pursuant to certain anti-dilution provisions of the plan listed
    above.
(2) Estimated pursuant to Rule 457(h) under the Securities Act solely for the
    purpose of calculating the registration fee and based upon the average of
    the high and low prices of the Common Shares on the New York Stock Exchange
    on September 25, 1998.
(3) Includes associated preferred share purchase rights.

================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated in and made a part of
this Registration Statement by reference:

          (a) The Registrant's Annual Report on Form 10-K for the year ended
     December 31, 1997, as amended (excluding Exhibits 99.1, 99.2 and 99.3
     thereto), filed pursuant to Section 13(a) of the Securities Exchange Act of
     1934 (the "Exchange Act");

          (b) All other reports filed by the Registrant pursuant to Section
     13(a) or 15(d) of the Exchange Act since December 31, 1997; 

          (c) The description of the Common Shares set forth under the headings
     "Description of Shares of Beneficial Interest" and "Certain Provisions of
     Maryland Law and of the Company's Declaration of Trust and Bylaws" in the
     Registrant's Registration Statement on Form S-11 (File No. 333-61543),
     together with any amendment or report filed with the Commission for the
     purpose of updating such description; and

          (d) The description of the Registrant's preferred share purchase
     rights set forth in the Registrant's Registration Statement on Form 8-A
     dated June 15, 1998, together with any amendment or report filed with the
     Commission for the purpose of updating such description.

     All other documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered under this
Registration Statement have been sold, or deregistering all securities then
remaining unsold, are also incorporated herein by reference and shall be a part
hereof from the date of the 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 subsequently filed document which 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 superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

                                      II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article 9, Section 1 of the Registrant's Declaration of Trust provides as 
follows with respect to the limitation of liability for Trustees and officers 
and indemnification:

     "To the maximum extent that Maryland law in effect from time to time
     permits limitation of the liability of trustees and officers of a REIT, no
     trustee or officer of the Trust shall be liable to the Trust or to any
     shareholder for money damages. Neither the amendment nor the repeal of this
     Section 1, nor the adoption or amendment of any other provision of this
     Declaration of Trust inconsistent with this Section 1, shall apply to or
     affect in any respect the applicability of the preceding sentence with
     respect to any act or failure to act which occurred prior to such
     amendment, repeal or adoption. In the absence of any Maryland statute
     limiting the liability of trustees or officers of a Maryland REIT for money
     damages in a suit by or on behalf of the Trust or by any shareholder, no
     trustee or officer of the Trust shall be liable to the Trust or to any
     shareholder for money damages except to the extent that (a) the trustee or
     officer actually received an improper benefit or profit in money, property
     or services, for the amount of the benefit or profit in money, property or
     services actually received or (b) 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 the action adjudicated in the proceeding."

     Article 9, Section 3 of the Registrant's Declaration of Trust provides as 
follows with respect to the indemnification of Trustees and officers:

     "Notwithstanding any other provisions of this Declaration of Trust, the
     Trust, for the purpose of providing indemnification for its Trustees and
     officers, shall have the authority, without specific shareholder approval,
     to enter into insurance or other arrangements to indemnify all Trustees and
     officers of the Trust against any and all liabilities and expenses incurred
     by them by reason of their being Trustees or officers of the Trust, whether
     or not the Trust would otherwise have the power under this Declaration of
     Trust or under Maryland law to indemnify such persons against such
     liability. Without limiting the power of the Trust to procure or maintain
     any kind of insurance or other arrangement, the Trust may, for the benefit
     of persons indemnified by it, (a) create a trust fund, (b) establish any
     form of self-insurance, (c) secure its indemnity obligation by grant of any
     security interest or other lien on the assets of the Trust, or (d)
     establish a letter of credit, guaranty or surety arrangement. Any such
     insurance or other arrangement may be procured, maintained or established
     within the Trust or with any insurer or other person deemed appropriate by
     the Board regardless of whether all or part of the stock or other
     securities thereof are owned in whole or in part by the Trust. In the
     absence of fraud, the judgment of the Board as to the terms and conditions
     of insurance or other arrangement and the identity of the insurer or other
     person participating in any arrangement shall be conclusive, and such
     insurance or other arrangement shall not be subject to voidability, nor
     subject the Trustees approving such insurance or other arrangement to
     liability on any ground, regardless of whether Trustees participating and
     approving such insurance or other arrangement shall be beneficiaries
     thereof."

     The Registrant has entered into indemnity agreements with each of its
officers and Trustees which provide for reimbursement of all expenses and
liabilities of such officer or Trustee, arising out of any lawsuit or claim
against such officer or Trustee due to the fact that such person was or is
serving as an officer or Trustee, except for such liabilities and expenses (a)
the payment of which is judicially determined to be unlawful, (b) relating to
claims under Section 16(b) of the Exchange Act or (c) relating to judicially
determined criminal violations.

                                      II-2
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.  EXHIBITS
NUMBER                                   DESCRIPTION
          ------                                   -----------
4.1      Cabot Industrial Trust Long-Term Incentive Plan (incorporated by reference
                     to Exhibit 10.4 to the Registrant's Registration Statement on Form S-11
                     (File No. 333-38383))
            5.1      Opinion of Mayer, Brown & Platt as to the legality of the shares
           23.1      Consent of Arthur Andersen LLP
           23.2      Consent of Mayer, Brown & Platt (included in Exhibit 5.1)
           23.3      Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in the opinion 
                     filed as Exhibit A to Exhibit 5.1)
           24.1      Power of Attorney (included on signature page hereto)
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 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.  Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range

                                      II-3
may be reflected in the form of a prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective 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 (1)(i) and (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 Commission 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.

          (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 Section 15(d) of the
Exchange Act that is incorporated by reference in this 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.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to Trustees, 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 Trustee, officer or controlling person of the Registrant in such
successful defense of any action, suit or proceeding) is asserted by such
Trustee, 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 it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-4
SIGNATURES

     The Registrant.  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 Boston, State of Massachusetts, on this 30th day
of September, 1998.

                                    CABOT INDUSTRIAL TRUST

                                    By:/s/ Ferdinand Colloredo-Mansfeld
                                       -----------------------------------
                                    Name:  Ferdinand Colloredo-Mansfeld
                                    Title: Chairman of the Board and
                                           Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of Cabot Industrial Trust, a
Maryland real estate investment trust, and each of the undersigned Trustees and
officers of Cabot Industrial Trust, hereby constitutes and appoints Ferdinand
Colloredo-Mansfeld, Franz Colloredo-Mansfeld and Neil E. Waisnor its or his true
and lawful attorneys-in-fact and agents, for it or him and in its or his name,
place and stead, in any and all capacities, each with full power to act alone,
to sign any and all amendments to this Registration Statement, and to file each
such amendment to this Registration Statement with all exhibits thereto, and any
and all documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as it or he might or could do in person, hereby ratifying
and confirming all said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on September 30, 1998.

          SIGNATURE                                  TITLE
          ---------                                  -----
 
/s/ Ferdinand Colloredo-Mansfeld
- --------------------------------  Chairman of the Board, Chief Executive   
    Ferdinand Colloredo-Mansfeld  Officer, Trustee (Principal Executive Officer)
 
 
 
/s/ Robert E. Patterson                                
- --------------------------------  President, Trustee 
    Robert E. Patterson
 

                                      II-5
SIGNATURE                                  TITLE
          ---------                                  ------                     

                                                                              
/s/ Franz Colloredo-Mansfeld      Chief Financial Officer (Principal Financial 
- -----------------------------     Officer)                                     
Franz Colloredo-Mansfeld 
 
 
 
/s/ Neil E. Waisnor               Senior Vice President - Finance, Treasurer,
- -----------------------------     Secretary (Principal Accounting Officer)
Neil E. Waisnor                
 
 
/s/ Noah T. Herndon               Trustee 
- -----------------------------             
Noah T. Herndon 
 
 
                                  Trustee
- ----------------------------- 
Christopher C. Milliken 
 
 
                                  Trustee
- ----------------------------- 
Maurice Segall 
 
 
/s/ Ronald L. Skates              Trustee
- ----------------------------- 
Ronald L. Skates 
 
 
/s/ W. Nicholas Thorndike           Trustee
- ----------------------------- 
W. Nicholas Thorndike 

                                      II-6
EXHIBIT INDEX
SEQUENTIALLY 
NUMBER                                DESCRIPTION                                NUMBERED PAGE 
- ------                                -----------                                -------------
4.1  Cabot Industrial Trust Long-Term Incentive Plan (incorporated by
        reference to Exhibit 10.4 to the Registrant's Registration Statement
        on Form S-11 (File No. 333-38383))
   5.1  Opinion of Mayer, Brown & Platt as to the legality of the shares
  23.1  Consent of Arthur Andersen LLP
  23.2  Consent of Mayer, Brown & Platt (included in Exhibit 5.1)
  23.3  Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in the
        opinion filed as Exhibit A to Exhibit 5.1)
  24.1  Power of Attorney (included on signature page hereto)