SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CARTER DARYL J (Last) (First) (Middle) 201 MISSION STREET (Street) SAN FRANCISCO CA 94105 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CATELLUS DEVELOPMENT CORP [ CDX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/19/2003
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/19/2003		M		5,000	A	$9.307	23,143(1)	D
Common Stock	08/19/2003		S		5,000	D	$23.35	18,143(2)	D
Common Stock	08/19/2003		M		5,000	A	$9.525	23,143(1)	D
Common Stock	08/19/2003		S		5,000	D	$23.35	18,143(2)	D
Common Stock	08/19/2003		M		1,250	A	$16.7	19,393(1)	D
Common Stock	08/19/2003		S		1,250	D	$23.35	18,143(2)	D
Common Stock	08/19/2003		M		5,000	A	$15.313	23,143(1)	D
Common Stock	08/19/2003		S		5,000	D	$23.35	18,143(2)	D
Common Stock	08/19/2003		M		3,750	A	$13.5	21,893(1)	D
Common Stock	08/19/2003		S		3,750	D	$23.35	18,143(2)	D
Common Stock	08/19/2003		M		2,500	A	$16.25	20,643(1)	D
Common Stock	08/19/2003		S		2,500	D	$23.35	18,143(2)	D
Common Stock	08/19/2003		M		1,250	A	$20.4	19,393(1)	D
Common Stock	08/19/2003		S		1,250	D	$23.35	18,143(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option - right to buy	$9.307(3)	08/19/2003		M			5,000	05/31/1996(4)	05/31/2005	Common Stock	5,000	$0	0	D
Stock Option - right to buy	$9.525	08/19/2003		M			5,000	05/22/1996(5)	05/22/2006	Common Stock	5,000	$0	0	D
Stock Option - right to buy	$16.7	08/19/2003		M			1,250	05/29/1997(6)	05/29/2007	Common Stock	1,250	$0	3,750	D
Stock Option - right to buy	$15.313	08/19/2003		M			5,000	04/29/2000(7)	04/29/2009	Common Stock	5,000	$0	0	D
Stock Option - right to buy	$13.5	08/19/2003		M			3,750	05/02/2001(8)	05/02/2010	Common Stock	3,750	$0	1,250	D
Stock Option - right to buy	$16.25	08/19/2003		M			2,500	05/01/2002(9)	05/01/2011	Common Stock	2,500	$0	2,500	D
Stock Option - right to buy	$20.4	08/19/2003		M			1,250	04/30/2003(10)	04/30/2012	Common Stock	1,250	$0	3,750	D

Explanation of Responses:

1. Includes credited Director Stock Units, which represent common stock issuable on a one-for-one basis upon distribution ("Director Stock Units").

2. Consists of Director Stock Units.

3. The exercise price of this option, originally $8.04, increased by 5%, compounded annually, on each anniversary of the date of grant, beginning on 5/31/2001.

4. The option vested in five equal installments May 31, 1996, 1997, 1998, 1999 and 2000.

5. The option vested in four equal installments upon achievement of 30-day average stock prices of $11.91, $14.29, $16.67, and $19.05.

6. The option vests in four equal installments upon achievement of 30-day average stock prices of $20.875 (met by reaching $20.921 during the period from 03/05/03 to 04/15/03), $25.05, $29.225 and $33.40. This option will fully vest on the 8th anniversary of the date of grant regardless of the stock price.

7. The option vested in four equal installments on April 29, 2000, 2001, 2002, and 2003.

8. The option vests in four equal installments on May 2, 2001, 2002, 2003, and 2004.

9. The option vests in four equal installments on May 1, 2002, 2003, 2004, and 2005.

10. The option vests in four equal installments on April 30, 2003, 2004, 2005, and 2006.

	Barbara Polster, attorney-in-fact	08/21/2003
	** 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 4 (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.