SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0104
Expires:	February 28, 2011
Estimated average burden
hours per response		0.5

1. Name and Address of Reporting Person^*

Wenzell Michael

(Last)

(First)

(Middle)

201 MISSION STREET, 2ND FLOOR

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/16/2005

3. Issuer Name and Ticker or Trading Symbol
CATELLUS DEVELOPMENT CORP [ CDX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ^{( 1 )}	19,486	D
Common Stock ^{( 2 )}	5,207	D
Common Stock ^{( 3 )}	18,000	D
Common Stock ^{( 4 )}	4,815	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Award of Restricted Stock under the Catellus Development Corporation 2000 Performance Award Plan. The award vests in three annual installments beginning 11/03/04.

2. Award of Restricted Stock under the Catellus Development Corporation 2003 Performance Award Plan. The award vests in three annual installments beginning 11/03/04.

3. Award of Restricted Stock under the Catellus Development Corporation 2003 Performance Award Plan. The award vests 20% on 12/16/05, an additional 20% on 12/16/06 and an additional 60% on 12/16/07.

4. These shares reflect an equivalent number of performance units under the Transition Incentive Plan ("TIP"), which was established pursuant to the Catellus Development Corporation 2003 Performance Award Plan. The vesting of TIP performance units is based on the degree of achievement of performance targets for four defined performance measures during the term of the TIP (1/1/04-12/31/06). The reporting person is reporting ownership of these shares now because the Board Compensation and Benefits Committee certified on 2/15/05 a degree of achievement that would establish the performance vesting of 75% of all TIP performance units. However, the shares have not been distributed to the reporting person because he is one of the TIP participants for whom actual vesting is delayed until one year after the dates the performance targets are achieved.

	Barbara Polster, attorney-in-fact	02/25/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.