<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A
(Mark One)

         X        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        ---       SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

                  For the fiscal year ended December 31, 1997 or
                                            -----------------

         ---      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

        For the transition period from ______________ to _______________

                         Commission file number 1-12630
                                                -------

                          CENTERPOINT PROPERTIES TRUST
              ----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

        Maryland                                       36-3910279
-------------------------------------------------------------------------------
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
Incorporation or Organization)

1808 Swift Drive, Oak Brook, Illinois      60523
---------------------------------------------------
(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code:     (630) 586-8000
                                                    ----------------------

Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
                Title of Each Class                                           Name of Each Exchange on Which Registered
                -------------------                                           -----------------------------------------
     <S>                                                                      <C>
     Common Shares of Beneficial Interest, par value $.001                             New York Stock Exchange
     8.22% Convertible Subordinated Debentures due 2004                                New York Stock Exchange
     8.48% Series A Preferred Shares of Beneficial Interest, par value $.001           New York Stock Exchange
</TABLE>

Securities registered pursuant to Section 12(g) of the Act:

                                      None
                         -------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
 X   Yes       No
---        ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K/A or any amendment to this Form 10-K/A. [ ]

As of March 12, 1998, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $502,172,731 (based on 14,962,316 shares
held by non-affiliates and computed by reference to the reported closing price).

The registrant had 16,923,565 shares of its common stock, $.001 par value,
outstanding as of March 12, 1998.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of Common Stock and Debenture Prospectuses of the registrant, dated
December 3, 1993, and a Common Stock Prospectus of the registrant, dated January
19, 1995, each filed pursuant to Rule 424 under the Securities Act of 1933, as
amended, portions of the Registration Statement on Form S-3 dated January 6,
1997, portions of the registrant's Form 10-Q for the quarter ended September 30,
1995, portions of the 10-K/A for the year ended December 31, 1995, portions of
the 10-Q for quarter ended September 30, 1996 , portions of the Form 10-K/A for
the year ended December 31, 1996, portions of the Form S-4 dated August 13, 1997
and Pre-Effective Amendment No. 1 to the S-4dated August 28, 1997, portions of
the Form 8-A dated November 5, 1997 and portions of the Form 10-Q for the
quarter ended September 30, 1997 are incorporated by reference into Part IV of
this Annual Report on Form 10-K/A. A portion of the registrant's definitive
proxy statement is incorporated by reference into Part III of this Annual Report
on Form 10-K/A.


<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                     PART I                                                           Page
                                                                                                      ----
<S>           <C>                                                                                     <C>
Item 1.       Business..................................................................................1

Item 2.       Properties...............................................................................12

Item 3.       Legal Proceedings........................................................................22

Item 4.       Submission of Certain Items to a Vote of Security Holders................................22

                                     PART II

Item 5.       Market for Registrant's Common Equity and Related Matters................................23

Item 6.       Selected Historical Financial Data.......................................................24

Item 7.       Management's Discussion and Analysis of Financial Condition and Results of Operations....26

Item 8.       Financial Statements and Supplementary Data..............................................32

Item 9.       Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.....32

                                    PART III

Item 10.      Directors and Executive Officers of the Registrant.......................................33

Item 11.      Executive Compensation...................................................................33

Item 12.      Security Ownership of Certain Beneficial Owners and Management...........................33

Item 13.      Certain Relationships and Related Transactions...........................................33

                                     PART IV

Item 14.      Exhibits, Financial Statement Schedules and Reports on Form 8-K..........................34
</TABLE>


                                       -i-
<PAGE>

                                     PART I

         This Annual Report on Form 10-K/A contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The Company's
actual results could differ materially from those set forth in the forward
looking statements as a result of various factors, including, but are not
limited to, uncertainties affecting real estate businesses generally (such as
entry into new leases, renewals of leases and dependence on tenants' business
operations), risks relating to acquisition, construction and development
activities, possible environmental liabilities, risks relating to leverage, debt
service and obligations with respect to the payment of dividends (including
availability of financing terms acceptable to the Company and sensitivity of the
Company's operations to fluctuations in interest rates), the potential for the
need to use borrowings to make distributions necessary for the Company to
qualify as a REIT, dependence on the primary market in which the Company's
properties are located, the existence of complex regulations relating to the
Company's status as a REIT and the potential adverse impact of market interest
rates on the cost of borrowings by the Company and on the market price for the
Company's securities.

ITEM 1.       BUSINESS.

THE COMPANY

         CenterPoint Properties Trust (the "Company") is a fully integrated real
estate investment trust focused on the acquisition, development, redevelopment,
management and ownership of warehouse/industrial property located in Greater
Chicago (defined as the area within a 150-mile radius of Chicago, including
Milwaukee, Wisconsin and South Bend, Indiana), which, according to a ranking of
markets published by Torto Wheaton Research and information published by CB
Commercial, totals approximately 1.2 billion square feet, making it the largest
warehouse/industrial market in the United States. The Company's investment and
management portfolio currently consists of 95 warehouse/industrial properties
containing approximately 22.1 million square feet (see the table of
warehouse/industrial properties beginning on p. 14). The Company also owns and
manages three retail properties, one parking lot and one apartment property,
holds mortgages on two warehouse/industrial properties, and is developing eight
build-to-suit projects. The Company's total investment and management portfolio,
including the non-industrial properties, mortgage investments and build-to-suit
projects, is approximately 25 million square feet. Based on published statistics
regarding square feet of space owned and managed by other firms and publicly
available information filed with the Securities and Exchange Commission, as well
as its knowledge and experience in the market, the Company believes it is the
largest owner and operator of warehouse/industrial property in Greater Chicago.
As of December 31, 1997, the Company's properties were 97% leased, excluding
properties which are currently being redeveloped and not leasable. The
warehouse/industrial properties are occupied by 179 tenants in diverse
industries. No tenant accounts for the lease of more than 5% of the Company's
total revenues. Substantially all of the Company's properties have been
constructed or renovated during the past ten years.

INVESTMENT OBJECTIVES AND BUSINESS POLICIES

         The Company's objective is to maximize shareholder value by pursuing a
business strategy focused on investment and ownership of warehouse/industrial
properties in Greater Chicago and a growth strategy consisting of (i) intensive
management of its existing properties and (ii) the acquisition of existing
leased warehouse/industrial properties, build-to-suit projects and properties
suitable for redevelopment; and (iii) development of buildings for purchase by
tenants or institutions generating fee income for the Company.

                                     -1-
<PAGE>

         BUSINESS STRATEGIES

         WAREHOUSE/INDUSTRIAL PROPERTY. The Company believes that for the
following reasons investment in warehouse/industrial property provides the
opportunity for attractive returns and stable cash flow:

         -        LOW CAPITAL REQUIREMENTS. The cost per square foot of
                  developing warehouse/industrial properties typically ranges
                  between $40-45 per square foot, which is lower than the cost
                  of developing other types of property. From the Company's
                  perspective, this results in less capital committed to any
                  particular property, permitting greater diversification of the
                  Company's risk. In addition, relative to other property types,
                  fewer tenant improvements are required to renew or lease
                  warehouse industrial space, minimizing the level of recurring
                  capital expenditures necessary to sustain rental income.

         -        HIGH TENANT RETENTION. Unlike office, retail and multi-family
                  buildings, most warehouse/industrial buildings are occupied by
                  a single tenant. Relocation tends to be costly for tenants of
                  warehouse/industrial properties because of high tenant
                  investment in production set up expenses, machinery and other
                  site specific improvements (in many cases higher than the
                  landlord's investment). To avoid these costs, tenants
                  typically lease space that exceeds their immediate needs or
                  space in buildings that are readily expandable. Tenant
                  retention and expansion therefore tend to be higher than for
                  other property types.

         -        FAVORABLE LEASE TERMS. Warehouse/industrial buildings
                  generally are leased on a "triple net" basis, under which
                  tenants are contractually obligated to pay directly, or
                  reimburse the landlord, for virtually all costs of occupancy,
                  including property taxes, utilities, insurance and
                  maintenance. In addition, the leases generally provide for
                  rent growth through contractual rent increases or increases
                  tied to certain indices such as the Consumer Price Index.

         -        SHORT CONSTRUCTION PERIODS. The Company believes that the
                  comparatively short development period for industrial
                  buildings (typically six to nine months) relative to other
                  property types has resulted in less speculative building and,
                  therefore, a supply of industrial property that more closely
                  corresponds to tenant demand. This has kept vacancy levels on
                  average lower than for other property types and has produced
                  greater rental rate stability.

         -        LOW COST OF MANAGEMENT. The Company believes that the cost of
                  managing warehouse/industrial property tends to be less than
                  for other property types, because of large average tenant
                  spaces, more limited building and tenant improvements to
                  maintain, and relatively long lease terms.

         -        LIMITED INSTITUTIONAL COMPETITION. The Company believes that
                  higher overall investment returns are achievable for
                  warehouse/industrial property than other property types
                  because such assets, typically $3 to $6 million in purchase
                  price, are too small to justify institutional attention. The
                  Company's typical competitor for assets of this size is a
                  sponsor of a single asset partnership that typically has a
                  higher cost of capital and less financial flexibility than the
                  Company.

         GREATER CHICAGO. The Company believes that Greater Chicago offers
significant opportunities for investment in and ownership of
warehouse/industrial property for the following reasons:

         -        ECONOMIC CHARACTERISTICS AND GROWTH. Greater Chicago is the
                  nation's largest

                                     -2-
<PAGE>

                  warehouse/industrial market, with a diverse tenant base
                  that lessens cyclical risk and a central continental
                  location and transportation infrastructure that support
                  continued growth. Greater Chicago is currently enjoying
                  very favorable trends in growth, business investment,
                  utilization and employment, which have resulted in
                  increased space demand and increasing rents. Although the
                  Company believes it is the largest owner and operator of
                  warehouse/industrial property in Greater Chicago, its
                  properties represented less than 2% of the market (based on
                  square footage) as of December 31, 1997, allowing
                  substantial opportunities for future growth through
                  acquisitions.

         -        MANAGEMENT EXPERIENCE. The Company's executive officers and
                  the vice chairman together have over 100 years of combined
                  real estate experience, primarily in warehouse/industrial
                  properties located in Greater Chicago. Since 1977, they have
                  completed approximately 300 industrial or commercial real
                  estate projects aggregating over approximately 30 million
                  square feet. This experience creates numerous opportunities
                  for acquisitions, redevelopments and build-to-suits because of
                  management's long-standing relationships with tenants and
                  brokers within Greater Chicago. Management's market knowledge
                  enables the Company to rapidly evaluate and respond to
                  investment and leasing transactions and to actively create
                  such opportunities.

         -        BUSINESS EFFICIENCIES. The Company believes that geographic
                  concentration provides significant business efficiencies. As a
                  large owner of warehouse/industrial property located in most
                  major Greater Chicago submarkets, the Company is able to
                  market multiple locations and buildings and consequently has a
                  competitive advantage in securing leasing opportunities. The
                  Company also believes that operating economies of scale
                  resulting from geographic concentration enhance its ability to
                  offer lower occupancy costs to its tenants. The Company
                  believes that its focus on warehouse/industrial properties in
                  Greater Chicago also enables the expansion of its portfolio
                  without a corresponding increase in general and administrative
                  expense.

         GROWTH STRATEGIES

         INTENSIVE PROPERTY MANAGEMENT. The Company strives to provide the
highest possible service to its tenants by addressing its tenants' occupancy
needs and meeting their evolving space requirements. The Company seeks to become
the "industrial landlord of choice" in the markets it operates. Management
believes tenant satisfaction resulting from the Company's "hands on" management
approach increases rental revenues by increasing tenant retention, minimizing
reletting expense and facilitating rental increases. Management also believes
that tenant satisfaction creates profitable expansion and build-to-suit
opportunities from existing tenants.

         To develop its tenant franchise, the Company provides a variety of
tenant services, including providing high quality, attractive space; promptly
and fairly attending to tenant building or billing concerns; obtaining the
lowest possible utility, insurance and real estate tax charges; responding
rapidly to expansion or space reconfiguration requests; and assisting tenants in
meeting their capital equipment needs. The Company views tenant service as a key
factor in its business and has established tenant satisfaction as one of its
primary corporate goals and a principal measure in the Company's incentive pay
program for employees.

         The Company's tenant service strategy benefits from the size and
concentration of the Company's real estate holdings in Greater Chicago. As a
large owner of warehouse/industrial properties in a single

                                     -3-
<PAGE>

geographic market, the Company believes it can obtain for its tenants the
benefits of bulk purchase of goods and services. Management believes that
minimizing tenants' occupancy costs builds tenant loyalty and provides the
Company with a significant marketing advantage.

         The Company's own staff is responsible for managing the Company's
entire real estate portfolio. The Company currently staffs eight management
regions, each serving a particular segment of Greater Chicago, and each staffed
with a team consisting of a regional manager, an assistant manager and
accounting support personnel. Each team is responsible for all aspects of the
management and leasing of its assigned properties. The Company intends to
establish additional regional offices as the size of its portfolio increases.

         To motivate employees to provide the highest level of tenant service,
the Company has established a pay-for-performance compensation plan under which
the incentive pay of each participating employee depends in part on the results
of an annual tenant satisfaction survey administered by the Company's
independent directors. Employee incentive pay is also dependent on the
achievement of targeted portfolio occupancy and targeted per share funds from
operations, each of which the Company believes is enhanced by tenant service.

         VALUE-ADDED INVESTMENTS. The Company seeks to acquire
warehouse/industrial properties that have an initial cash yield greater than the
Company's cost of capital (currently estimated to be less than 10.0%), that
offer the best opportunity for cash flow growth and that meet the Company's
investment criteria. The Company focuses on three types of transactions to which
it can add value through the application of its development, management,
construction, marketing and financial expertise. These transactions include the
acquisition of: (i) existing leased properties, (ii) build-to-suit projects and
(iii) older, economically viable properties that can be redeveloped. A table of
the Company's warehouse/industrial properties with a description of each
investment type is set forth beginning on page 14 hereof.

         -        EXISTING LEASED PROPERTIES. The Company focuses primarily on
                  warehouse/industrial properties and build-to-suits with
                  purchase prices ranging between $3 million and $6 million,
                  which management believes are too small to be efficiently
                  acquired on an individual basis by most institutions. As a
                  public company with significant access to capital, including
                  its lines of credit, the Company believes that it will
                  continue to be able to take advantage of numerous acquisition
                  opportunities in this price range.

         -        BUILD-TO-SUIT PROPERTIES. In a build-to-suit transaction, the
                  Company typically enters into a fixed-price forward purchase
                  commitment for a property that has been substantially
                  preleased to a single tenant, thereby eliminating the
                  construction and leasing risk generally associated with
                  speculative building. Although tenants are involved in site
                  selection and design decisions, it is management's policy to
                  acquire buildings readily adaptable to a variety of tenants
                  and alternative uses. The Company has achieved and expects to
                  continue to achieve favorable yields from build-to-suit
                  transactions because of the Company's active involvement in
                  the creation and financing of these projects.

         -        REDEVELOPMENT PROPERTIES. The Company seeks to acquire certain
                  warehouse/industrial properties for redevelopment, subdivision
                  and re-leasing. Such properties are generally larger than the
                  leased properties and build-to-suits acquired by the Company
                  and typically involve significant reconfiguration and
                  redevelopment expense prior to re-leasing. Competition for
                  these properties is limited because, in management's
                  experience, institutional investors generally

                                       -4-

<PAGE>

                  lack redevelopment capability and prefer to invest in new
                  leased product and because smaller privately held firms
                  typically lack the capital necessary to engage in
                  redevelopments. Management intends to acquire for
                  redevelopment only properties with sufficient existing cash
                  flow or expected cash flow from pre-leasing to cover the
                  capital cost of the Company's initial investment.
                  Redevelopment projects will be acquired only if the Company
                  determines that underlying tenant demand exists to complete
                  the leasing of any vacant space at favorable rates, that a
                  substantial rent advantage can be secured through lower
                  property acquisition cost and that the anticipated increase
                  in Company cash flow justifies associated project risks.

         -        REDEPLOYMENT OF CAPITAL. The Company seeks, where possible, to
                  sell properties in transactions intended to qualify as
                  tax-free exchanges under applicable provisions of the Internal
                  Revenue Code and redeploy the proceeds of such sales in
                  properties with higher yielding opportunities where the
                  Company believes significant value can be added.

         The Company has developed the following investment criteria which it
has determined are important to maximize its return on investment:

         -        ADAPTABLE STRUCTURE AND CONFIGURATION. To maximize occupancy
                  and minimize reletting expense and portfolio vacancy, the
                  Company seeks "generic" properties or properties that have
                  flexible floor plans amenable to inexpensive subdivision and
                  adaptable to a wide variety of industrial or warehouse uses. A
                  building should typically be single-story, with a ceiling
                  height of at least 18 feet (measured from the floor to the
                  lowest point of the horizontal roof supports). The building
                  must be structurally sound, capable of bearing heavy floor
                  loads and readily divisible for use by multiple tenants.
                  Generally, less than 10% of the building's gross leasable area
                  should be devoted to office or similar uses. The Company
                  generally does not intend to invest in tenant-specific
                  improvements not usable by other potential tenants, and it
                  generally does not intend to acquire limited or special use
                  properties, such as those devoted to research and development,
                  heavy manufacturing processes or retail warehouse outlets.

         -        LOCATION AND TRANSPORTATION ACCESS. To be acceptable to
                  diverse tenants, a property should be located in a
                  well-maintained industrial park or area zoned for industrial
                  uses and be in close proximity to easily accessible interstate
                  highway interchanges. The building itself should have adequate
                  loading docks and be sited to permit truck access and
                  circulation. Rail service is also desirable.

         -        ENVIRONMENTAL AND ZONING COMPLIANCE. A property must be in
                  compliance with applicable environmental regulations, must not
                  present material financial risk to the Company due to
                  potential remediation costs associated with prior or ongoing
                  practices or environmental conditions at the property, and
                  must not be likely to be threatened by ascertainable material
                  environmental hazards emanating from surrounding properties.
                  The intended use of the property must also be in compliance
                  with all applicable zoning, fire and business ordinances.

         -        EXPANSION POTENTIAL. A property should have available
                  additional land to permit expansion by existing tenants.

         -        TENANT CREDIT. A property should be leased to one or more
                  well-managed, creditworthy tenants that are capable of meeting
                  their rent and other lease obligations. A tenant's operations
                  must be environmentally sound and must not damage the property
                  or impair reletting. The tenant's

                                      -5-

<PAGE>

                  business should also be consistent with the Company's
                  tenant diversification goals.

         -        LEASE CHARACTERISTICS. Existing or anticipated leases should
                  provide for (i) rents consistent with the rents paid by
                  comparable tenants in similar facilities in the same
                  submarkets; (ii) the pass through to tenants of all operating,
                  maintenance, tax and administrative costs and increases in
                  such costs; (iii) rent indexation or fixed rental increases
                  that equal or exceed management's expectation for inflation;
                  and (iv) a term consistent with the amount of the Company's
                  investment in the property and compatible with the Company's
                  overall lease expiration schedule.

         OTHER TENANT SERVICES. The Company, through its unconsolidated
subsidiary, CenterPoint Realty Services, also seeks to provide value-added
services by the development of assets for purchase and by making various
commodities and services available to tenants.

         The Company develops assets for purchase by tenants and institutions
for which the Company earns fees. Typically, these transactions have yields
below the Company's investment return hurdle, but offer substantial profit
opportunities relative to the level of required capital and management time. The
Company is afforded these opportunities as a consequence of the size of its
existing portfolio and its market penetration. The Company's fee development
business has been, and is expected to continue to be, a recurring source of
revenue.

         In addition, the Company continues to explore various avenues to
provide tenants with additional services, including providing equipment leasing
services through joint ventures with capital equipment providers, obtaining
cooperative energy purchases for tenants and making other commodities and
services available to tenants. By providing value-added services to its tenants,
the Company enhances its brand name and further develops its franchise.

THE COMPANY'S MARKET AREA:  GREATER CHICAGO

         The Company's target market is Greater Chicago (the region within a
150-mile radius of the City of Chicago, including Milwaukee, Wisconsin and South
Bend, Indiana), although the Company may in certain instances consider the
development of warehouse/industrial properties in other areas (for example, a
readily salable building, fully-leased to a creditworthy tenant). Greater
Chicago lies at the center of one of the nation's principal population and
production regions and, as a consequence, has become a major
warehouse/industrial market. Management believes that the size, location,
transportation and demographic advantages, tenant diversity, favorable growth
trends and real estate market conditions of its target market will support
continued leasing and acquisition activity, enhancing the Company's growth in
per share distributable cash flow.

         Besides market activity from in-migration and firm expansion, a
consistently high level of industrial real estate activity results from the
changing space needs of individual industries and because different industries
move in different cycles. The Greater Chicago region's continuous activity
enables the Company to produce consistently high cash flow because the Company
invests in and operates "generic" real estate, suitable for multiple industries,
and the Company is highly skilled in "value-added" investing, acquiring and
re-adapting space for disparate uses.

                                    -6-
<PAGE>

         LOCATION, TRANSPORTATION AND DEMOGRAPHIC ADVANTAGES

         Greater Chicago encompasses over 1.2 billion square feet of
warehouse/industrial property, making the area the largest warehouse/industrial
market in the United States. The Greater Chicago market is comprised of 19
discreet geographic submarkets, many of which would independently rank among the
nation's largest (Source: Torto Wheaton Research) and in most of which the
Company owns warehouse/industrial properties. The area has achieved its
prominence as a manufacturing and distribution center as a result of its central
continental location and extensive air, roadway, rail and water transportation
infrastructure connecting the Greater Chicago area with a contiguous 13-state
region consisting of Illinois, Wisconsin, Michigan, Ohio, Pennsylvania, West
Virginia, Tennessee, Kentucky, Indiana, Missouri, Iowa, Nebraska and Minnesota.

         The latest census report issued by the United States Department of
Commerce reported that this 13-state region accounted for $1.6 trillion in gross
product (representing approximately one-third of the nation's economic
activity), produced by 1.8 million industrial and commercial firms serving a
residential population of approximately 78 million residents. Published census
data indicate that Greater Chicago is the dominant economic, work and population
center of this region as the home to over eight million residents and over
59,000 diverse industrial and commercial firms. The diversity of Greater Chicago
business provides the Company the opportunity to capitalize on different trends
affecting real estate demand and usage by different manufacturers and
wholesalers. The diversity of business also reduces the Company's exposure to
changes in the fortunes of any single type of business.

         ECONOMIC AND EMPLOYMENT TRENDS

         Current manufacturing, productivity, business investment, capacity
utilization, and employment trends in the Midwest region of the U.S. and in
Greater Chicago are positive. The Midwest Manufacturing Index for the Midwest
region, as published by the Federal Reserve Bank of Chicago, has been steadily
expanding since 1991. The Midwest region has also recorded increases in
manufacturing and wholesale employment and has exceeded the rates of growth of
the United States as a whole. Management believes that these trends are
favorable indicators of growth in the warehouse/industrial property market. The
Greater Chicago area is the largest job market in the nation.

         WAREHOUSE/INDUSTRIAL DEMAND AND SUPPLY

         Historically, occupancy rates in Greater Chicago have demonstrated a
high degree of stability. Over the last seventeen years, occupancy rates for the
Greater Chicago region have exceeded the national average by 1.45%, with an
average occupancy rate of nearly 94% (Source: CBC/Torto Wheaton Research). The
region's annual absorption from 1994 to 1997 averaged approximately 40 million
square feet (Source: CB Commercial).

         During 1997, Greater Chicago's industrial property market added 13.1
million square feet, and gross regional absorption was approximately 45 million
square feet. According to CB Commercial, in the fourth quarter of 1997 the
overall nominal industrial vacancy rate in the Greater Chicago area was 6.9%, an
increase of 30 basis points from the third quarter. However, the effective
vacancy rate (net of obsolete and environmentally tainted properties) remained
less than 5% overall. This increase in vacancy was primarily due to speculative
construction in two Illinois submarkets which the Company has consistently
avoided based on its prediction of a demand/supply imbalance in those
submarkets.

                                     -7-
<PAGE>

TRANSACTIONS DURING 1997

         During 1997, the Company accomplished the following:

         1997 ACQUISITIONS AND DISPOSITIONS

         During 1997, the Company acquired or completed development of 28
warehouse/industrial properties totaling 8.8 million square feet at a total cost
of approximately $195.6 million, including the acquisition of a 1.75 million
square foot facility in McCook, Illinois from General Motors, the largest single
acquisition in the history of the Chicago industrial property market, a 1.1
million square foot facility in Aurora, Illinois, an 888,335 square foot
facility in Elk Grove, Village, Illinois and an 812,000 square foot
build-to-suit warehouse in Granite City, Illinois for the Dial Corporation, the
largest development of any type begun in the State of Illinois in 1997. Also in
1997, the Company disposed of two warehouse/industrial properties and one office
building totaling approximately 201,318 square feet for approximately $12.6
million.

         1997 SECURITIES OFFERINGS

         -        On March 6, 1997, the Company completed a public offering of
                  2,250,000 common shares at $31.50 per share under a shelf
                  registration statement. Net proceeds from the offering after
                  the underwriting discounts and other offering costs were
                  approximately $66.8 million. The proceeds of the offering were
                  used to repay approximately $58.2 million outstanding under
                  the Company's unsecured revolving line of credit co-led by The
                  First National Bank of Chicago and Lehman Brothers Holdings
                  Inc. with the balance of $8.6 million to fund investments.

         -        On November 10, 1997, the Company completed a public offering
                  of 3,000,000 8.48% Series A Cumulative Redeemable Preferred
                  Shares of Beneficial Interest, Liquidation Preference $25.00
                  per share, at $25.00 per share, under the Company's shelf
                  registration statement, as amended, which was declared
                  effective on October 23, 1997. Net proceeds from the offering
                  after underwriting discounts were approximately $72.7 million.
                  All of the proceeds from the offering were used to repay
                  amounts outstanding under the Company's unsecured revolving
                  credit facility co-led by The First National Bank of Chicago
                  and Lehman Brothers Holdings Inc.

         1997 FINANCINGS

         -        On September 18, 1997, the Company completed a $55 million
                  tax-exempt bond financing for the development of the Company's
                  O'Hare Express air freight center. The complex is a 825,000
                  square foot air freight forwarding and warehouse facility,
                  anticipated to be constructed in three phases over a
                  three-year period by CenterPoint O'Hare L.L.C., a subsidiary
                  of the Company. The unsecured bonds were issued at par,
                  bearing an initial interest rate of 4%.

                                     -8-
<PAGE>

         -        On November 13, 1997, the Company amended its existing
                  unsecured revolving credit facility co-led by The First
                  National Bank of Chicago and Lehman Brothers Holdings Inc. to,
                  among other things, increase the principal amount available
                  under the line from $135 million to $150 million and provide
                  the Company with a competitive bid option under the line. The
                  interest rate on borrowings under the unsecured credit
                  facility adjusts based on the Company's senior debt ratings.
                  The current interest rate is LIBOR plus 80 basis points for
                  LIBOR borrowings and prime rate for other borrowings.

         REORGANIZATION

         On October 15, 1997, the Company completed a reorganization pursuant to
which it converted from a Maryland corporation to a Maryland real estate
investment trust by means of a merger of CenterPoint Properties Corporation (the
"Corporation") with and into the Company, which prior to the merger was a
wholly-owned subsidiary of the Corporation, with the Company as the surviving
entity. Pursuant to a Plan of Reorganization, which was approved by the
stockholders of the Corporation at a Special Meeting of Stockholders held on
October 1, 1997, each issued and outstanding share of common stock of the
corporation, par value $.001 per share (the "Common Stock"), was converted into
one common share of beneficial interest in the Company, par value $.001 per
share (the "Common Shares"), each outstanding share of Class B common stock of
the Corporation was converted into one Class B common share of beneficial
interest in the Company; and the outstanding principal amount of the
Corporation's 8.22% Convertible Subordinated Debentures due 2004 was assumed by
the Company and converted into the same principal amount of 8.22% Convertible
Subordinated Debentures due 2004 of the Company (the "Company Debentures"). The
Common Shares and the Company Debentures currently trade on the NYSE in the same
manner as the Common Stock and debentures of the Corporation, respectively,
traded on the NYSE prior to consummation of the merger.

EMPLOYEES

         At March 1, 1998, the Company had 125 full-time and 30 part-time
employees. Of the full-time employees, 107 are involved with property
management, operations, leasing and acquisition activities, 8 are involved with
general financial administration, financing services, reporting and acquisition
analysis, and 10 are clerical workers. All property management activities are
currently provided by the Company's employees. The Company does not intend to
enter into any agreement with any entity or person relating to such services.
However, the Company's Declaration of Trust does not contain any prohibition on
the use of third parties to perform such services, and such services may
therefore be performed by third parties in the future.

                                     -9-
<PAGE>

ENVIRONMENTAL MATTERS

         Under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended ("CERCLA"), as well as similar state and local
laws, owners and operators of property, both past and present, may be held
financially responsible for the investigation and, if appropriate, the
remediation of releases or threatened releases of hazardous substances into the
environment. Other parties who arranged for the disposal of hazardous substances
or transported hazardous substances for disposal at a property also may be held
liable. Liability under CERCLA and similar laws is strict, joint and several
unless a legally and factually sufficient basis for apportionment is
demonstrated and in most instances, liability may be imposed without regard to
the party's culpability concerning the presence of hazardous substances at the
property. Potentially responsible parties may be liable to one another, the
government and under some circumstances, third parties.

         To the extent the Company in the future may incur hazardous
substance response costs in connection with any of its properties, the
Company may seek to recover such costs from responsible parties under CERCLA.
Costs recoverable under CERCLA must be incurred in a manner consistent with
the National Contingency Plan. The National Contingency Plan establishes a
procedure whereby contaminated properties may be identified and, if
necessary, remediated. If remediation is conducted in the appropriate manner,
the costs that may be recovered include but may not be limited to funds
expended to investigate and to remediate hazardous substance releases. Costs
associated with any such environmental activity may be substantial.

         All of the Company's existing properties have been, and all properties
the Company may acquire in the future will be, subjected to an ASTM Phase I and
or similar environmental assessment. The purpose of a Phase I environmental
assessment is to determine if past and present uses of a property indicate the
potential for soil or groundwater contamination or if other environmental
conditions might affect the value of or future uses of the property. Phase I
environmental assessments generally include the following: visual inspection of
environmental conditions at and around the property; review of available land
use records; interviews with the property representatives; examination of
publicly available information from environmental agencies; and a walk through
survey for suspected asbestos containing or other toxic materials. Where a Phase
I environmental assessment of a property indicates a need for further
investigation, the Company commissions a more detailed Phase II environmental
assessment.

         Apart from certain conditions currently being remedied, as described
below, the Phase I and Phase II environmental assessment reports have not
revealed any environmental condition affecting any of the Company's existing
properties or any properties under binding contract that the Company believes
requires remediation that would have a material adverse effect on the Company's
business or assets, nor is the Company aware of any such environmental
condition. The Company believes that either the properties are in compliance or
the remediation activities are in compliance in all material respects with
applicable Federal, state and local laws, ordinances and regulations concerning
the presence of hazardous substances. The Company has not been notified by any
governmental authority, and is not otherwise aware, of any material
noncompliance, liability or claim relating to hazardous substances in connection
with any of its properties. Based on its current knowledge and currently
applicable laws and regulations, the Company is aware of the following
environmental issues, none of which the Company believes are material to its
financial condition:

                  1. Certain remediation activities are currently being
         conducted at Great Lakes Industrial Center by Neo Industries, a
         previous tenant, which is investigating chromium releases from its
         plating operations and is currently remediating the chromium
         contamination in the soil and the groundwater. The Company does not
         expect to incur any remediation costs with respect

                                     -10-
<PAGE>

         to this property.

                  2. The former owner/operator of one property, 1700 West
         Hawthorne Lane, West Chicago, Illinois, has removed various underground
         and above-ground storage tanks and performed remediation of releases
         from these tanks where necessary. Closure reports have been or are
         being submitted by the former owner/operator for each tank removal. The
         Company expects to receive Illinois Environmental Protection Agency
         ("IEPA") closure certification for each tank from the former
         owner/operator in due course.

                  3. The former owner/operator of one property, the Allsteel
         facility in Montgomery, Illinois, has closed seven underground storage
         tanks associated with former operations and is currently remediating
         solvent-contaminated soil and groundwater. The IEPA is supervising the
         remedial activities, and the Company expects to receive a No Further
         Remediation letter from the IEPA once the remediation is complete. The
         Company does not expect to incur any remediation costs in connection
         with this property because both the former owner/operator and the
         former owner/operator's parent company have agreed to (1) perform the
         remediation, and (2) indemnify the Company against any losses.

                  4. The Company is currently remediating one property located
         at 5700 West Touhy in Niles, Illinois. This property has limited
         petroleum and metals contamination associated with the manufacturing
         and storage activities of the prior owner. The IEPA is supervising the
         remedial activities, and the Company expects to receive a No Further
         Remediation letter from the IEPA once the remediation is complete.

                  5. Certain of the properties are in the vicinity of properties
         that contain or have contained storage tanks or on which hazardous
         substances or petroleum products have been or may in the future be used
         or stored. Based on the Phase I and, in some cases, additional
         environmental assessments conducted with respect to its properties, the
         Company is not aware that these conditions have had, and believes it
         unlikely that these conditions will have, any adverse effect on its
         properties. Should there be any adverse effect requiring response by
         the Company, the Company believes that it may be able to recover its
         response costs from the responsible parties.

                  6. Limited quantities of asbestos containing materials ("ACM")
         are present in various building materials at many of the Company's
         properties. The ACM present at the properties generally is in good
         condition and for the most part is non-friable. The Company has
         implemented an operation and maintenance plan for ACM, including
         periodic inspections. This plan includes removal and abatement activity
         whenever damaged ACM is discovered in areas where human exposure may
         occur. It also includes an annual ACM abatement program and ACM
         abatement during property renovation or reconstruction.

         It is possible that the environmental assessments of the Company's
properties do not reveal all environmental liability concerns or that there are
material environmental liabilities of which the Company is unaware. Given the
nature of the properties that are now owned by the Company or that may be
acquired in the future, no assurances can be given that (i) future laws,
ordinances or regulations will not require or impose any material expenditures
or liabilities in connection with environmental conditions by or on the Company
or its properties; (ii) the current environmental condition of the Company's
properties will not be affected by tenants and occupants of such properties, by
the condition of properties in the vicinity of such properties or by third
parties unrelated to the Company; and (iii) prior owners of any of the Company's
properties did not create environmental problems of which the Company is not
aware.

                                     -11-
<PAGE>

COMPETITION

         All of the Company's existing properties are, and all of the properties
that it may acquire in the future are expected to be, located in areas that
include numerous other warehouse/industrial properties, many of which may be
deemed to be more suitable to a potential tenant than the Company's properties.
The resulting competition could have a material adverse effect on the Company's
ability to lease its properties and to increase the rentals charged on existing
leases.

INVESTMENT IN AND ADVANCES TO AFFILIATE

         The Company holds approximately 99% of the economic interest in
CenterPoint Realty Services Corporation, an Illinois corporation ("CRS"). To
maintain compliance with limitations on income from business activities received
by REITs and their qualified REIT subsidiaries, the Company holds its interest
in CRS in the form of non-voting equity ownership which qualifies CRS as an
unconsolidated taxable subsidiary.

         As of December 31, 1997, the Company had advanced to CRS approximately
$7.9 million under a demand loan with an interest rate of 8.125%. The proceeds
of the loan were used for development projects. Principal and interest are due
upon demand.

ITEM 2.       PROPERTIES.

THE COMPANY'S WAREHOUSE/INDUSTRIAL PROPERTIES

         The Company's investment portfolio of warehouse/industrial properties
consists of 96 properties totaling approximately 22.1 million square feet.
During 1997, the Company acquired 21 fully-leased warehouse/industrial
properties and completed the construction of 7 fully leased warehouse/industrial
build-to-suit properties with a total area of approximately 8.8 million square
feet, and the Company disposed of 2 warehouse/industrial properties with a total
area of approximately 43,500 square feet.

         LOCATION. The Company's current properties are well located, with
convenient access to area interstate highway, rail, and air transportation. The
properties are in good physical condition, most of them having been built or
substantially renovated within the last 10 years.

         BUILDING CHARACTERISTICS. Most of the space in the warehouse/industrial
properties currently owned by the Company or under contract has been designed
for warehousing and distribution. The remainder of the space is comprised of
light manufacturing space. A number of the industrial properties include both
distribution and light manufacturing space so as to provide tenants with
increased flexibility. The Company's largest industrial property contains
approximately 1,700,000 rentable square feet in a single-tenant warehousing and
manufacturing property, available for redevelopment into a multi-tenant
warehouse/industrial complex. The Company's present warehouse/industrial
properties have an average project size of approximately 232,123 square feet,
and, on average, a tenant at an industrial property occupies approximately
319,000 rentable square feet. Although a number of the industrial properties are
single-tenant build-to-suit facilities, all are designed to be divisible and to
be leased by multiple tenants. The Company has had substantial experience in
subdividing older space for new tenants.

         The Company's present warehousing and distribution properties, as well
as warehousing and distribution properties under contract, are designed for bulk
storage of materials and manufactured goods in

                                     -12-
<PAGE>

buildings with interior heights typically of 22 feet or more. All of the
warehousing and distribution properties have dock facilities for trucks as
well as grade level loading for lighter vehicles and vans. Typically, the
distribution buildings are used for storage and contain a minimal amount of
office space.

         LEASE CHARACTERISTICS. The Company believes that the lease agreements
for its warehouse/industrial properties, which in most cases provide for
scheduled or indexed increases in rent, as well as the strengthening economy,
will provide opportunities for rental growth. The Company, in substantially all
cases, passes operating expenses and real estate tax increases on to tenants.
The leases for the warehouse/industrial properties currently owned by the
Company have terms between one and 5 years, with a weighted average remaining
term, based on square footage, of approximately 4.14 years as of December 31,
1997.

         TENANT DIVERSITY. The composition of tenants in the
warehouse/industrial properties currently owned by the Company reflects the
commercial diversity of businesses operating in Greater Chicago. At December 31,
1997, no single industry, other than Wholesale Trade-Durable Goods and
Trucking/Warehousing, accounted for more than 10.8% of the leased space in the
warehouse/industrial properties currently owned by the Company. Wholesale
Trade-Durable Goods and Trucking/Warehousing, which encompass a wide variety of
industries, accounted for 27.2% of the leased space in the warehouse/industrial
properties currently owned by the Company at December 31, 1997, and the five
largest industries, other than Wholesale Trade-Durable Goods and
Trucking/Warehousing, represented by tenants accounted collectively for only
35.6% of such space. In addition, no single tenant comprised more than 5% of the
Company's total revenues as of December 31, 1997.

         OTHER INFORMATION REGARDING WAREHOUSE/INDUSTRIAL PROPERTIES. The
following table sets forth certain information regarding the Company's portfolio
of warehouse/industrial properties, separately identifying 1997 investments of
the Company:

                                     -13-

<PAGE>

                          CENTERPOINT PROPERTIES TRUST
                                PROPERTY SUMMARY
                             AS OF DECEMBER 31, 1997

<TABLE>
<CAPTION>
                                                              YEAR OF ORIGINAL
                                                              CONSTRUCTION/LAST       ANNUALIZED      AVERAGE
                                                              REDEVELOPMENT AND/OR    BASE RENT       RENT PER         GLA
        1997 INVESTMENTS          CITY               STATE       EXPANSION (1)         REVENUE       SQ. FT. (2)    SQ. FT. (3)
        ----------------          ----               -----    --------------------    ----------     -----------    -----------
<S>                               <C>                <C>      <C>                     <C>             <C>           <C>
LAKE COUNTY
3145 Central Avenue(6)            Waukegan             IL           1958               $990,000          $3.30        300,000
N.E. COOK COUNTY
5700 West Touhy Avenue            Niles                IL           1948                      0              0        910,760
CHICAGO O'HARE AREA
O'Hare Express-Phase A-2          Chicago              IL           1997              1,070,090           8.85        120,971
O'Hare Express-Phase B-1          Chicago              IL           1997              2,068,590          12.05        171,685
110-190 Old Higgins Road          Des Plaines          IL           1980              1,256,784          10.45        120,292
1796 Sherwin                      Des Plaines          IL           1964                600,211           6.30         95,220
2525 Busse Road                   Elk Grove Village    IL           1975              2,817,353           3.17        888,335
2701-2781 Busse Road              Elk Grove Village    IL           1997              1,180,716           4.70        251,076
2801-2881 Busse Road              Elk Grove Village    IL           1997              1,112,802           4.43        251,076
1951 Landmeier                    Elk Grove Village    IL           1967                203,880           4.86         41,976
WEST SUBURBS
2901 Centre Circle (7)            Downers Grove        IL           1979                148,764           7.07         21,056
FAR WEST SUBURBS
1 Allsteel Drive (7)              Aurora               IL           1960              2,729,435           2.71      1,008,120
2727 West Diehl Road              Naperville           IL           1997              1,836,240           4.17        440,343
2885 West Diehl Road              Naperville           IL           1997              1,145,928           3.80        301,560
SOUTHWEST SUBURBS
7447 South Central Avenue         Bedford Park         IL           1975                275,842           2.33        118,218
7400 S. Narragansett Ave (6)      Bedford Park         IL           1976                515,424           2.95        174,720
6751-55 South Sayre Avenue        Bedford Park         IL           1974                746,378           3.08        242,690
7525 South Sayre                  Bedford Park         IL           1981                386,577           3.14        123,178
6464 West 51st Street             Forest View          IL           1973                736,040           3.53        208,713
6500 West 51st Street             Forest View          IL           1975                500,297           2.70        185,295
9301 W. 55th Street (6)           McCook               IL           1979              1,620,000           0.95      1,700,000
FAR S.W. SUBURBS
2301 North Route 30               Plainfield           IL           1972                815,625           2.89        282,679
1355 Enterprise Drive (6)         Romeoville           IL           1980                354,123           2.90        122,100
755 REMMINGTON                    Bolingbrook          IL           1997                548,000           3.78        144,844
CHICAGO SOUTH
3133 East 106th (6)               Chicago              IL           1971                300,285           3.75         80,076
MILWAUKEE COUNTY
1475 S. 101st                     West Allis           WI           1969                188,832           4.02         46,973
2003-2201 S. 114th Street         West Allis           WI           1965                628,380           2.58        243,350
RACINE COUNTY
1333 Grandview Drive              Yorkville            WI           1994                796,572           3.79        210,000
                                                                                     ----------           ----      ---------

SUBTOTAL                                                                             25,573,168                     8,805,306
                                                                                     ----------                     ---------

AVERAGE                                                                                                   2.89(9)     320,758(10)
                                                                                                          ----      ---------


<CAPTION>
                                                    PERCENT
                                     PERCENT         OF GLA
                                     OF TOTAL      LEASED AS      NO. OF     PROPERTY
        1997 INVESTMENTS             GLA (4)      OF 12/31/97     TENANTS     TYPE(5)
        ----------------             --------     -----------     -------    --------
<S>                                  <C>          <C>             <C>        <C>
LAKE COUNTY
3145 Central Avenue(6)                  1.36%         100%          2           ACQ
N.E. COOK COUNTY
5700 West Touhy Avenue                  4.13%         100%          1           RDV
CHICAGO O'HARE AREA
O'Hare Express-Phase A-2                0.55%         100%          2           BTS
O'Hare Express-Phase B-1                0.78%         100%          1           BTS
110-190 Old Higgins Road                0.55%         100%          9           ACQ
1796 Sherwin                            0.43%         100%          2           ACQ
2525 Busse Road                         4.03%         100%          5           ACQ
2701-2781 Busse Road                    1.14%         100%          2           BTS
2801-2881 Busse Road                    1.14%         100%          2           BTS
1951 Landmeier                          0.19%         100%          2           ACQ
WEST SUBURBS
2901 Centre Circle (7)                  0.09%         100%          1           ACQ
FAR WEST SUBURBS
1 Allsteel Drive (7)                    4.57%         100%          2           ACQ
2727 West Diehl Road                    2.00%         100%          1           BTS
2885 West Diehl Road                    1.37%         100%          1           BTS
SOUTHWEST SUBURBS
7447 South Central Avenue               0.54%         100%          1           ACQ
7400 S. Narragansett Ave (6)            0.79%         100%          1           ACQ
6751-55 South Sayre Avenue              1.10%         100%          2           ACQ
7525 South Sayre                        0.56%         100%          2           ACQ
6464 West 51st Street                   0.95%         100%          4           ACQ
6500 West 51st Street                   0.84%         100%          1           ACQ
9301 W. 55th Street (6)                 7.71%         100%          1           RDV
FAR S.W. SUBURBS
2301 North Route 30                     1.28%         100%          1           ACQ
1355 Enterprise Drive (6)               0.55%         100%          1           ACQ
755 REMMINGTON                                        100%          2           BTS
CHICAGO SOUTH
3133 East 106th (6)                     0.36%         100%          1           ACQ
MILWAUKEE COUNTY
1475 S. 101st                           0.21%         100%          1           ACQ
2003-2201 S. 114th Street               1.10%         100%          2           ACQ
RACINE COUNTY
1333 Grandview Drive                    0.95%         100%          1           ACQ
                                       -----
SUBTOTAL                               39.27%
                                       -----
AVERAGE                                 1.45%
                                       -----
</TABLE>


                                       -14-
<PAGE>

                                           CENTERPOINT PROPERTIES TRUST
                                                 PROPERTY SUMMARY
                                              AS OF DECEMBER 31, 1997

<TABLE>
<CAPTION>
                                                                YEAR OF ORIGINAL
                                                                CONSTRUCTION/LAST       ANNUALIZED       AVERAGE
                                                              REDEVELOPMENT AND/OR      BASE RENT       RENT PER          GLA
  PREVIOUSLY OWNED PROPERTIES     CITY                STATE       EXPANSION (1)          REVENUE       SQ. FT. (2)    SQ. FT. (3)
  ---------------------------     ----                ------  --------------------      ----------     -----------    -----------
<S>                               <C>                 <C>     <C>                       <C>            <C>            <C>
LAKE COUNTY
911 Commerce (6)                  Buffalo Grove        IL             1993                 703,636         5.96         118,009
1800 Industrial Drive             Libertyville         IL           1992/1994            1,079,292         6.16         175,196
1810-1820 Industrial Drive        Libertyville         IL             1977                 256,700         3.02          85,000
1 Wildlife Way                    Long Grove           IL             1994                 665,068        12.29          54,100
620-630 Butterfield Road          Mundelein            IL             1990                 297,680        12.28          24,237
1700 Butterfield Road             Mundelein            IL             1976                 229,750         3.83          60,000
950-970 Tower Road                Mundelein            IL           1979-1990               90,861         2.37          38,359
2339-41 Ernie Krueger Court       Waukegan             IL           1990/1993              223,245         4.10          54,450
1300 Northpoint Road              Waukegan             IL             1994                 310,409         4.78          65,000
N.E. COOK COUNTY
5990 Touhy Avenue                 Niles                IL           1960/1993            1,502,864         5.08         295,964
N.W. COOK COUNTY
1500 West Dundee Road (6)         Arlington Heights    IL             1969               1,463,525         2.93         500,000
900 W. University Drive           Arlington Heights    IL             1974                 501,083         5.81          86,254
1015 East State Parkway           Schaumburg           IL             1980                 132,330         6.76          19,576
N. KANE COUNTY
825 Tollgate Road                 Elgin                IL             1989                 424,988         5.11          83,122
CHICAGO O'HARE AREA
745 Birginal Road                 Bensenville          IL             1974                 378,875         3.35         113,266
2743 Armstrong Court              Des Plaines          IL             1989                 314,178         5.89          53,325
850 Arthur Avenue (8)             Elk Grove Village    IL           1971/1973              250,717         5.90          42,490
1400 Busse Road                   Elk Grove Village    IL             1975                 347,038         2.34         148,436
800 Chase Avenue (6)              Elk Grove Village    IL             1972               1,182,792         3.46         341,848
1100 Chase Avenue (7)             Elk Grove Village    IL           1980/1996              176,618         4.24          41,651
2600 Elmhurst Road                Elk Grove Village    IL             1995                 521,170         4.96         105,000
875 Fargo Avenue                  Elk Grove Village    IL             1980                 345,946         4.20          82,368
1850 Greenleaf                    Elk Grove Village    IL             1965                 233,280         3.98          58,627
1201 Lunt Avenue                  Elk Grove Village    IL             1971                  47,820         6.48           7,380
1501 Pratt Avenue                 Elk Grove Village    IL             1973                 600,573         3.95         151,900
1520 Pratt Avenue                 Elk Grove Village    IL             1968                 243,148         3.89          62,546
10601 Seymour Avenue (6)          Franklin Park        IL           1963/1970                    0            0         677,000
2553 North Edgington              Franklin Park        IL           1967/1995            1,376,770         5.02         274,303
10740 West Grand Avenue (7)       Franklin Park        IL           1965/1971              247,175         3.75          66,000
1800 Bruning Drive                Itasca               IL           1975/1978            1,115,617         5.52         202,000
245 Beinoris Drive                Wood Dale            IL           1988/1993               85,776         7.15          11,989



<CAPTION>
                                                      PERCENT
                                       PERCENT         OF GLA
                                       OF TOTAL      LEASED AS        NO. OF        PROPERTY
  PREVIOUSLY OWNED PROPERTIES          GLA (4)      OF 12/31/97       TENANTS        TYPE(5)
  ---------------------------          --------     -----------       -------       --------
<S>                                    <C>          <C>               <C>           <C>
LAKE COUNTY
911 Commerce (6)                         0.54%          100%              2            ACQ
1800 Industrial Drive                    0.79%          100%              1            ACQ
1810-1820 Industrial Drive               0.39%          100%              1            ACQ
1 Wildlife Way                           0.25%          100%              1            RDV
620-630 Butterfield Road                 0.11%           90%              1            BTS
1700 Butterfield Road                    0.27%          100%              1            ACQ
950-970 Tower Road                       0.17%          100%              3            BTS
2339-41 Ernie Krueger Court              0.25%          100%              1            BTS
1300 Northpoint Road                     0.29%          100%              1            ACQ
N.E. COOK COUNTY
5990 Touhy Avenue                        1.34%          100%              3            RDV
N.W. COOK COUNTY
1500 West Dundee Road (6)                2.27%          100%              2            ACQ
900 W. University Drive                  0.39%          100%              1            ACQ
1015 East State Parkway                  0.09%            0%              0            ACQ
N. KANE COUNTY
825 Tollgate Road                        0.38%          100%              2            ACQ
CHICAGO O'HARE AREA
745 Birginal Road                        0.51%            0%              0            ACQ
2743 Armstrong Court                     0.24%            0%              0            BTS
850 Arthur Avenue (8)                    0.19%          100%              1            ACQ
1400 Busse Road                          0.67%           90%             10            ACQ
800 Chase Avenue (6)                     1.55%            0%              0            ACQ
1100 Chase Avenue (7)                    0.19%          100%              1            ACQ
2600 Elmhurst Road                       0.48%          100%              1            BTS
875 Fargo Avenue                         0.37%          100%              1            ACQ
1850 Greenleaf                           0.27%          100%              1            ACQ
1201 Lunt Avenue                         0.03%          100%              1            ACQ
1501 Pratt Avenue                        0.69%          100%              2            ACQ
1520 Pratt Avenue                        0.28%          100%              1            ACQ
10601 Seymour Avenue (6)                 3.07%            0%              0          ACQ/RDV
2553 North Edgington                     1.24%          100%              4            ACQ
10740 West Grand Avenue (7)              0.30%          100%              1            ACQ
1800 Bruning Drive                       0.92%          100%              1            ACQ
245 Beinoris Drive                       0.05%          100%              1          BTS/RDV
</TABLE>

                                     -15-

<PAGE>


<TABLE>
<CAPTION>
                                                                   YEAR OF ORIGINAL
                                                                  CONSTRUCTION/LAST       ANNUALIZED       AVERAGE
                                                                    REDEVELOPMENT         BASE RENT       RENT PER         GLA
PREVIOUSLY OWNED PROPERTIES           CITY             STATE     AND/OR EXPANSION (1)      REVENUE       SQ. FT. (2)   SQ. FT. (3)
---------------------------           ----             -----     --------------------      -------       -----------   -----------
<S>                                 <C>                <C>       <C>                      <C>            <C>           <C>

CHICAGO NORTH
4501 West Augusta Boulevard         Chicago             IL             1942/1989            748,070         1.73         432,661
N.W. SUBURBS
400 North Wolf Road                 Northlake           IL             1956/1997          4,319,091         2.83       1,527,593
CENTRAL KANE/N. DUPAGE
425 South 37th Avenue (7)           St. Charles         IL               1975               399,309         3.87         103,106
1250 Carolina Drive                 West Chicago        IL               1988               572,325         3.82         150,000
1645 Downs Drive                    West Chicago        IL               1975               361,008         2.79         129,390
1733 Downs Drive                    West Chicago        IL               1975               363,816         2.50         145,528
825-845 Hawthorne Lane (6)          West Chicago        IL               1974               639,499         4.03         158,772
1700 West Hawthorne (6)             West Chicago        IL             1959/1969          1,381,800         1.88         735,196
FAR WEST SUBURBS
800 Enterprise Court                Naperville          IL               1985               183,666         5.25          34,984
720 Frontenac                       Naperville          IL               1991               537,560         3.13         171,935
820 Frontenac                       Naperville          IL               1988               645,137         4.20         153,604
920 Frontenac                       Naperville          IL               1987               402,829         3.32         121,200
1020 Frontenac                      Naperville          IL               1980               441,750         4.43          99,684
1120 Frontenac                      Naperville          IL             1980/1994            543,639         3.53         153,902
1510 Frontenac                      Naperville          IL               1986               281,331         2.68         104,886
1560 Frontenac                      Naperville          IL               1987               298,280         3.48          85,608
1651 Frontenac                      Naperville          IL               1978               120,135         3.95          30,414
2764 Golfview                       Naperville          IL               1985                99,420         4.97          20,022
1500 Shore Drive                    Naperville          IL               1985               165,932         3.84          43,230
1150 Shore Road                     Naperville          IL               1985               174,888         5.79          30,184
SOUTHWEST SUBURBS
6600 River Road                     Hodgkins            IL               1968             1,398,000         2.22         630,410
FAR S.W. SUBURBS
16400 West 103rd Street (7)         Lemont              IL             1983/1995            278,939         4.39          63,612
1319 Marquette Drive                Romeoville          IL               1990               392,206        10.79          36,349
7001 Adams Street                   Willowbrook         IL               1994               192,716         7.61          25,324
CHICAGO SOUTH
4400 South Kolmar (6)               Chicago             IL               1966               438,840         4.77          92,000
900 East 103rd Street               Chicago             IL             1910/1990          1,967,449         3.42         575,462
750 East 110th Street               Chicago             IL               1966               237,972         3.33          71,510
SOUTH SUBURBS
11601 South Central Avenue          Alsip               IL               1970               894,834         3.45         259,000
11701 South Central Avenue          Alsip               IL               1970               870,000         2.93         297,207
5619-25 West 115th Street           Alsip               IL               1974             1,847,819         4.65         396,979
21399 Torrence Avenue               Sauk Village        IL               1987               745,164         2.00         372,835
N.W. INDIANA
425 West 151st Street               East Chicago        IN             1913/1991          1,328,038         3.80         349,236
201 Mississippi Street              Gary                IN             1945/1988          3,651,848         3.47       1,052,173
1827 North Bendix Drive (6)         South Bend          IN             1964/1990            554,580         2.78         199,730



<CAPTION>
                                                      PERCENT
                                        PERCENT        OF GLA
                                        OF TOTAL      LEASED AS        NO. OF       PROPERTY
PREVIOUSLY OWNED PROPERTIES             GLA (4)      OF 12/31/97      TENANTS       TYPE(5)
---------------------------             -------      -----------      -------       -------
<S>                                    <C>          <C>              <C>           <C>

CHICAGO NORTH
4501 West Augusta Boulevard              1.96%           95%              7           RDV
N.W. SUBURBS
400 North Wolf Road                      6.93%          100%              4           ACQ
CENTRAL KANE/N. DUPAGE
425 South 37th Avenue (7)                0.47%          100%              1           ACQ
1250 Carolina Drive                      0.68%          100%              2           BTS
1645 Downs Drive                         0.59%          100%              1           ACQ
1733 Downs Drive                         0.66%          100%              1           ACQ
825-845 Hawthorne Lane (6)               0.72%           83%              3           ACQ
1700 West Hawthorne (6)                  3.33%          100%              1           ACQ
FAR WEST SUBURBS
800 Enterprise Court                     0.16%          100%              1           ACQ
720 Frontenac                            0.78%          100%              2           ACQ
820 Frontenac                            0.70%          100%              1           ACQ
920 Frontenac                            0.55%          100%              1           ACQ
1020 Frontenac                           0.45%          100%              1           ACQ
1120 Frontenac                           0.70%          100%              1           ACQ
1510 Frontenac                           0.48%          100%              1           ACQ
1560 Frontenac                           0.39%          100%              2           ACQ
1651 Frontenac                           0.14%          100%              1           ACQ
2764 Golfview                            0.09%          100%              1           ACQ
1500 Shore Drive                         0.20%          100%              2           ACQ
1150 Shore Road                          0.14%          100%              1           ACQ
SOUTHWEST SUBURBS
6600 River Road                          2.86%          100%              1           ACQ
FAR S.W. SUBURBS
16400 West 103rd Street (7)              0.29%          100%              1           ACQ
1319 Marquette Drive                     0.16%          100%              1           BTS
7001 Adams Street                        0.11%          100%              1           BTS
CHICAGO SOUTH
4400 South Kolmar (6)                    0.42%          100%              1           ACQ
900 East 103rd Street                    2.61%          100%              3           RDV
750 East 110th Street                    0.32%          100%              1         ACQ/RDV
SOUTH SUBURBS
11601 South Central Avenue               1.18%          100%              1           ACQ
11701 South Central Avenue               1.35%          100%              1           ACQ
5619-25 West 115th Street                1.80%           98%              5           RDV
21399 Torrence Avenue                    1.69%          100%              1           ACQ
N.W. INDIANA
425 West 151st Street                    1.58%           97%              9           RDV
201 Mississippi Street                   4.77%           97%             15           RDV
1827 North Bendix Drive (6)              0.91%          100%              1           ACQ

</TABLE>


                                      -16-
<PAGE>


<TABLE>
<CAPTION>
                                                                YEAR OF ORIGINAL
                                                               CONSTRUCTION/LAST       ANNUALIZED      AVERAGE
                                                              REDEVELOPMENT AND/OR      BASE RENT      RENT PER        GLA
PREVIOUSLY OWNED PROPERTIES       CITY              STATE         EXPANSION (1)          REVENUE      SQ. FT. (2)    SQ. FT. (3)
---------------------------       ----              -----         -------------          -------      -----------    -----------
<S>                            <C>                  <C>       <C>                     <C>             <C>           <C>

MILWAUKEE COUNTY
7501 North 81st Street         Milwaukee              WI               1987               576,000        3.13          183,958
KENOSHA COUNTY
8200 100th Street              Pleasant Prairie       WI               1990               568,361        3.83          148,472
8901 102nd Street              Pleasant Prairie       WI               1990               643,018        6.09          105,637
                                                                                          -------        ----          -------
SUBTOTAL                                                                               44,614,193        3.33       13,391.189
                                                                                       ----------        ----       ----------
AVERAGE                                                                                                                196,929(10)
                                                                                                                       -------
GRAND TOTAL ALL WAREHOUSE/
INDUSTRIAL PROPERTIES                                                                 $70,187,361                   22,196,495
                                                                                      -----------                   ----------
AVERAGE ALL WAREHOUSE/
INDUSTRIAL PROPERTIES                                                                                   $3.16(9)       232,123(10)
                                                                                                        -----          -------

GRAND TOTAL ALL WAREHOUSE/
INDUSTRIAL PROPERTIES
EXCLUDING REDEVELOPMENTS
AT 12/31/97                                                                           $69,639,361                   20,463,891
                                                                                      -----------                   ----------
AVERAGE ALL WAREHOUSE/
INDUSTRIAL PROPERTIES                                                                                   $3.40(9)       220,042(10)
                                                                                                        -----          -------



<CAPTION>
                                                     PERCENT
                                      PERCENT         OF GLA
                                      OF TOTAL       LEASED AS      NO. OF     PROPERTY
PREVIOUSLY OWNED PROPERTIES           GLA (4)       OF 12/31/97     TENANTS    TYPE(5)
---------------------------           -------       -----------     -------    -------
<S>                                   <C>           <C>             <C>        <C>

MILWAUKEE COUNTY
7501 North 81st Street                  0.83%           100%            1          ACQ
KENOSHA COUNTY
8200 100th Street                       0.67%           100%            1          ACQ
8901 102nd Street                       0.48%           100%            1          ACQ
                                        ----

SUBTOTAL                               60.73%
                                       -----
AVERAGE                                 0.89%
                                        ----

GRAND TOTAL ALL WAREHOUSE/
INDUSTRIAL PROPERTIES                    100%                         178
                                         ---
AVERAGE ALL WAREHOUSE/
INDUSTRIAL PROPERTIES                                    94%

GRAND TOTAL ALL WAREHOUSE/
INDUSTRIAL PROPERTIES
EXCLUDING REDEVELOPMENTS
AT 12/31/97                                              97%
AVERAGE ALL WAREHOUSE/
INDUSTRIAL PROPERTIES

</TABLE>


                                      -17-

<PAGE>

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

(1)      First date of original construction; second date is year of last
         redevelopment and/or expansion. If only one date appears, it is the
         acquisition date; the property has not been redeveloped or expanded.
(2)      Determined by dividing annualized base rent revenue by GLA.
(3)      "GLA" means gross leasable area.
(4)      Determined as a percent of the total GLA for the warehouse/industrial
         properties.
(5)      ACQ refers to an existing leased property acquired by the Company, BTS
         refers to a build-to-suit property and RDV refers to a redevelopment
         property. Two of the redevelopment properties, 5700 Touhy Avenue,
         Niles, Illinois and 10601 Seymour Avenue, Elk Grove Village, Illinois,
         were under redevelopment construction and not leasable as of December
         31, 1997.
(6)      Properties purchased through a sale-leaseback to the previous owner
         have no operating history relevant to third party usage.
(7)      Properties purchased from an owner occupant have no prior operating
         history relevant to third party usage.
(8)      The seller of this property holds a note payable by the Company in the
         principal amount of $575,000 and secured by this property.
(9)      Average Rent per square foot equals annualized base rental revenue
         divided by GLA leased as of December 31, 1997.
(10)     Average size equals total GLA divided by the number of properties.

LEASE EXPIRATIONS

         The following table shows as of December 31, 1997 scheduled lease
expirations for the Company's warehouse/industrial properties commencing January
1, 1998 and for the next ten years, assuming that no tenants exercise renewal
options:

<TABLE>
<CAPTION>

                                                                    AVERAGE    % OF TOTAL
                                                                   BASE RENT   PROPERTIES    % OF 1997
                                         GLA OF     ANNUALIZED    PER SQ. FT.      GLA       BASE RENT
                            NO. OF      EXPIRING     BASE RENT       UNDER     REPRESENTED  REPRESENTED
                            LEASES       LEASES      EXPIRING      EXPIRING    BY EXPIRING  BY EXPIRING
                           EXPIRING    (SQ. FT.)      LEASES        LEASES       LEASES       LEASES
                           --------    ---------    ----------    ----------   -----------  -----------
YEAR ENDING DECEMBER 31
<S>                        <C>         <C>         <C>            <C>          <C>          <C>
   1998 ...................   37       2,899,866   $10,507,956      $3.62       15.69%        18.16%
   1999 ...................   30       3,927,435     9,018,461       2.30       21.29%        15.58%
   2000 ...................   29       2,289,947     9,132,094       3.99       12.39%        15.78%
   2001 ...................   16       1,328,270     5,539,526       4.17        7.18%         9.57%
   2002 ...................   18       2,293,479     7,152,093       3.12       12.40%        12.36%
   2003 ...................   10         555,538     2,821,050       5.08        3.00%         4.87%
   2004 ...................   10       1,851,202     7,484,499       4.04       10.01%        12.93%
   2005 ...................    6         945,726     3,408,648       3.60        5.12%         5.89%
   2006 ...................    5       1,186,602     5,974,005       5.03        6.42%        10.32%
   2007 ...................    8       1,210,831     7,612,402       6.29        6.55%        13.15%


</TABLE>


                                       -18-
<PAGE>

OPTIONS TO PURCHASE GRANTED TO CERTAIN TENANTS

         The following warehouse/industrial properties of the Company are
subject to purchase options granted to certain tenants as follows:

         -        A portion of the building complex at 4501 Augusta Boulevard is
                  subject to an option to purchase at fixed prices ranging from
                  $2,779,320 to $3,447,970 exercisable between September 1 and
                  October 31 of each year until 2003.

         -        One Waterfowl Way is subject to an option to purchase at any
                  time through October 31, 1999, exercisable on or before
                  February 1, 1999. The purchase price is equal to the
                  annualized monthly rent being paid as of the closing of the
                  purchase, capitalized at 10%.

         -        8901 102nd Street is subject to an option to purchase
                  exercisable on February 28, 2006 at a purchase price equal to
                  95% of "fair market value," equal to the average of three
                  independent appraisals.

         -        1700 West Hawthorne is subject to a purchase option
                  exercisable at any time prior to December 1, 1998 (with the
                  closing to occur during December, 1999 regardless of when the
                  option exercised) at a price of $12,809,333 and again between
                  December 1, 2002, and December 1, 2003 (with the closing to
                  occur during December, 2004 regardless of when the option is
                  exercised) at a price of $15,033,636. If the property is
                  expanded, at tenant's option, the purchase price will be
                  increased to $12,909,333 for the first exercise period, and
                  $15,233,636 for the second exercise period, plus the
                  construction cost of the expansion.

         -        850 Arthur Avenue is subject to an option exercisable during
                  March 1999 to purchase the premises on August 31, 1999 for a
                  purchase price equal to the fair market value of the premises
                  as determined by the Company or by an appraisal process.

         -        2600 Elmhurst Road is subject to an option exercisable on or
                  before July 31, 2000 to purchase the premises during January
                  2001 for a purchase price of $5,000,000.

         -        21399 Torrence Avenue is subject to an option exercisable
                  between December 1, 1998 and May 31, 2000 and again between
                  December 31, 2000 and May 31, 2002 to purchase the property on
                  November 30, 2000 for $8,941,920 and November 30, 2002 for
                  $9,314,500.

         In each case, the option price exceeds the Company's current net book
value. The Company believes that even if all of the purchase options are
exercised, such exercises will not have an adverse effect upon the operations of
the Company or its ability to maintain its dividend distribution policy. If any
purchase option is exercised, the Company intends to either distribute the cash
proceeds to shareholders or reinvest the cash proceeds in additional properties.
No assurance can be given that such distribution or reinvestment will occur.

         In addition to purchase options, the Company has granted to tenants of
certain properties a right of first refusal (in the event the Company has
received an unsolicited offer from a third party to purchase the property which
the Company desires to accept) or a right of first offer (in the event the
Company has not received an unsolicited third party offer for the property but
desires to entertain an offer). The properties subject to one or both of these
rights include One Waterfowl Way, 8901 102nd Street,


                                       -19-
<PAGE>

825 Tollgate Road, 1400 Busse Road, 1651 Frontenac Road, 7001 Adams Street,
950 Tower Road and 6312 W. 74th Street. The existence of those rights will
not compel the Company to sell a property for a price less than the price the
Company desires to accept.

THE COMPANY'S OTHER PROPERTIES

         In addition to its warehouse/industrial properties, the Company owns
three retail properties having approximately 61,000 square feet of GLA, one
682-unit apartment complex located at 440 North Lake Street, Miller, Indiana
and known as Lakeshore Dunes Apartments and a fully leased parking lot. The
Company does not intend to acquire properties other than warehouse/industrial
properties in the future. The Company believes, however, that these
properties are favorable investments for the Company, adding to distributable
cash flow per share. Furthermore, the Lakeshore Dunes Apartments were
financed through the issuance of tax-exempt revenue bonds on favorable terms,
benefiting the Company by reducing its overall borrowing costs. The Company
has no present plans to sell those properties but would entertain a sale if
the price were sufficiently high, given other investment opportunities that
would be available to the Company, and the enhanced operating performance
expected to result, from redeployment of the sales proceeds.

         The following table sets forth certain information regarding the
Company's retail properties:

<TABLE>
<CAPTION>

                                                                         PERCENT
                         YEAR OF                                            OF
                       ACQUISITION/                            PERCENT     GLA                    AVERAGE
                           LAST         YEAR OF       TOTAL      OF       LEASED                   RENT
                      REDEVELOPMENT     ORIGINAL       GLA      TOTAL     AS OF     ANNUALIZED      PER        NUMBER
                            OF        CONSTRUCTION/ (SQ. FT.)    GLA     DECEMBER   BASE RENT      SQ. FT.       OF
                      EXPANSION (1)    EXPANSION       (2)       (3)     31, 1997    REVENUE        (4)        TENANTS
                      -------------   ------------  ---------  -------   --------   ----------    --------     -------
<S>                   <C>             <C>           <C>        <C>       <C>        <C>           <C>          <C>
4-48 Barrington Rd.       1994           1991         38,633    63.1%     68.8%      $301,496       $7.80         8
Streamwood, IL
84-120 McHenry Rd.      1990/1993        1989         20,535    33.6%     89.5%       313,140       15.25         7
Wheeling, IL
351 North Rohlwing Rd.    1993           1989          2,015     3.3%    100.0%        61,440       30.49         1
Itasca, IL                                             -----     ----                  ------       -----        --

TOTAL                                                  61,183   100.0%                $676,076      $11.05       16
                                                       ======   ======                ========      ======       ==

</TABLE>

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

(1)      First date is year of acquisition; second date is year of most recent
         redevelopment or expansion. If only one date appears, it is the
         acquisition date; the property has not been redeveloped or expanded.

(2)      "GLA" means gross leasable area.

(3)      Determined as a percent of the total GLA for the retail properties.

(4)      Determined by dividing annualized base rent revenue by GLA.

         The tenants of the Company's retail properties are typical of
tenants in smaller retail centers in Greater Chicago. Generally, the leases
require tenants to pay a fixed base, or "minimum" rent, subject to scheduled
increases. Tenants generally are required to pay their proportionate share of
common area maintenance charges, insurance expenses, operating expenses and
real estate taxes or their portion of these expenses is included in their
base rent.


                                       20
<PAGE>

         The following table shows as of December 31, 1997 scheduled lease
expirations for the retail properties commencing January 1, 1998, and for the
next ten years, assuming no tenants exercise renewal options.

<TABLE>
<CAPTION>
                                                                                % OF TOTAL
                               GLA OF      ANNUALIZED                             RETAIL         % OF 1997 RETAIL
                  NO. OF      EXPIRING     BASE RENT     AVERAGE BASE RENT     PROPERTIES GLA        BASE RENT
YEAR ENDING       LEASES       LEASES       EXPIRING     PER SQ. FT. UNDER    REPRESENTED BY      REPRESENTED BY
DECEMBER 31      EXPIRING    (SQ. FT.)       LEASES       EXPIRING LEASES     EXPIRING LEASES    EXPIRING LEASES
-----------      --------    ---------       ------       ---------------     ---------------    ---------------
<S>              <C>         <C>          <C>            <C>                  <C>                <C>
   1998              3         8,214        $116,196          $14.15              18.93%              17.11%
   1999              2         3,937          57,468           14.60               9.08%               8.46%
   2000              3        10,334         107,295           10.38              23.82%              15.80%
   2001              3         9,242         112,759           12.20              21.30%              16.60%
   2002              0             0               0               0                  0%                  0%
   2003              0             0               0               0                  0%                  0%
   2004              0             0               0               0                  0%                  0%
   2005              1         2,400          86,089           35.87               5.53%              12.68%
   2006              3         9,254         199,299           21.54              21.33%              29.35%
   2007              0             0               0               0                  0%                  0%

</TABLE>

         Lakeshore Dunes Apartments, which was constructed in 1971 and renovated
between 1991 and September, 1993, is comprised of 682 units in 15 contiguous
buildings located on an approximately 20.12 acre site in Miller, Indiana, a
suburb of Gary, Indiana, located on Lake Michigan. The property is bordered by
the Indiana Dunes National Park and by the Calumet Lagoon and is less than
one-half mile from public beaches. Amenities of the complex include redesigned
units with updated kitchens and appliances, carpeting, lighting, windows and
mini-blinds, bathrooms and fixtures, elevators, laundry rooms, play lots, tennis
courts, picnic areas, a new outdoor pool, roads, parking areas, landscaping and
a 24-hour safety patrol and card access system. The community center also serves
as the management and leasing office. The Company maintains a complete
management, leasing and maintenance team at the property.

         As of December 31, 1997, 630 of the units, or 92%, were leased,
providing for a monthly base rent of approximately $287,000 or $7.72 per square
foot per annum (determined by dividing annualized base rent by total leased
square footage of the apartment units), or an annualized base rent of
$3,444,000. Current leases provide for customary one year terms and require that
tenants pay a fixed rent based on the type of apartment and square footage.
Tenants are responsible for utilities. The following table sets forth the
apartment mix at this property as of December 31, 1997:


                                       21
<PAGE>

<TABLE>
<CAPTION>

                                  NUMBER OF UNITS           TOTAL GLA        AVERAGE GLA PER       AVERAGE MONTHLY
TYPE OF APARTMENT                   IN COMPLEX              (SQ. FT.)      APARTMENT (SQ. FT.)      RENT PER UNIT
-----------------                 ---------------           ---------      -------------------      -------------
<S>                               <C>                       <C>            <C>                     <C>
Studio                                       48              20,208                421                $ 374
One Bedroom                                 171              99,009                579                  459
Deluxe One Bedroom                           43              29,283                681                  467
Two Bedroom                                 390             308,100                790                  533
Three Bedroom                                30              28,500                950                  656
                                            ---             -------
TOTALS:                                     682             485,100
                                            ===             =======

</TABLE>

              In 1996, a parking lot within an industrial park was purchased.
The parking lot is leased for ten years through January 2006 for an annual
minimum rent of $26,400. In 1997, the Company sold a 118,000 square foot office
building.

ITEM 3.       LEGAL PROCEEDINGS.

         The Company is not subject to or involved in, nor is the Company aware
of, any pending or threatened litigation which could be material to the
financial position or results of operations of the Company. For a description of
remediation activities currently underway at certain of the Company's
properties, see "Environmental Matters" under Item 1 above.

ITEM 4.       SUBMISSION OF CERTAIN ITEMS TO A VOTE OF SECURITY HOLDERS.

         The Company held a Special Meeting of Stockholders on October 1, 1997
to approve the reorganization of the Company from a Maryland corporation to a
Maryland real estate investment trust, pursuant to a Plan of Reorganization. At
the Special Meeting of Stockholders, the Plan of Reorganization was approved as
follows: 12,620,549 shares were voted in person or by proxy at the Special
Meeting of Stockholders; 12,593,693 shares were voted in favor of the Plan of
Reorganization; 5,427 shares were voted against the Plan of Reorganization; and
21,429 shares abstained from voting.


                                       22
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED MATTERS.

         (a) The Company's Common Shares are listed and traded on the New York
Stock Exchange under the symbol "CNT." The following table sets forth, for the
periods indicated, the high and low sale prices of the Common Shares (as
reported by the AMEX prior to June 12, 1996 and as reported by the NYSE on and
after June 12, 1996) and the cash distributions paid in such periods.

<TABLE>
<CAPTION>

                                                                               CASH
         QUARTERLY PERIOD ENDING                 HIGH          LOW       DISTRIBUTION/SHARE
         -----------------------                 ----          ---       ------------------
         <S>                                    <C>          <C>         <C>
         December 31, 1995...............       $23-3/8      $21-5/8          $0.390
         March 31, 1996..................        24-1/8       22               0.405
         June 30, 1996...................        27           26-1/8           0.405
         September 30, 1996..............        26-7/8       26-3/4           0.405
         December 31, 1996...............        32-3/4       30-7/8           0.405
         March 31, 1997..................        32-7/8       30-1/4           0.420
         June 30, 1997...................        31-7/8       28-1/2           0.420
         September 30, 1997..............        36-5/16      31-7/8           0.420
         December 31, 1997...............        37-1/16      31-1/4           0.420

</TABLE>

         (b) As of March 17, 1998, there were approximately 142 holders of
record of the Company's Common Shares.

         (c) Cash distributions paid on the Company's Class B Common Shares,
which are non-voting and are not publicly traded, were $0.4167 per share per
quarter for the last three quarters of 1996, and $0.4325 per share per quarter
in 1997.

                                       23

<PAGE>


ITEM 6.

                       SELECTED HISTORICAL FINANCIAL DATA

         The following tables set forth, on a historical basis, Selected
Financial Data for the Company. The following table should be read in
conjunction with the historical financial statements of the Company and
"MANAGEMENT DISCUSSION AND ANALYSIS STATEMENTS OF THE COMPANY AND RESULTS OF
OPERATION," both included elsewhere in this Form 10-K/A.

         As discussed in Note 2 to the financial statements, the Company
determined that it had recognized certain participation, assignment, consulting
and financing fees in periods in advance of that permitted and has revised
previously issued financial statements. Accordingly, the financial statements
and the Selected Financial Data for the year ended December 31, 1997 shown below
have been revised.

         The Selected Financial Data for the Company is not necessarily
indicative of the actual financial position of the Company or results of
operations at any future date or for a future period.

                  CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES
                       SELECTED HISTORICAL FINANCIAL DATA
   (IN THOUSANDS, EXCEPT FOR PER SHARE DATA, RATIOS AND NUMBER OF PROPERTIES)

<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31,
                                                                               -----------------------
                                                            1997
                                                           REVISED          1996          1995           1994           1993
                                                           -------          ----          ----           ----           ----
<S>                                                      <C>            <C>            <C>            <C>            <C>
Operating Data:
   Revenues                                              $  85,588      $  63,330      $  46,952      $  33,633      $   9,068

  Expenses:
    Operating expenses excluding depreciation and
     amortization (1)                                      (29,182)       (20,751)       (14,774)       (11,442)        (4,124)
    Depreciation and other amortization                    (15,278)       (10,648)        (8,456)        (6,176)        (2,539)
    General and administrative                              (3,105)        (2,567)        (2,150)        (1,573)        (3,223)
     Interest expense:
        Interest incurred, net                             (10,071)        (9,865)       (11,562)       (11,073)        (3,808)
        Amortization of deferred financing costs              (800)        (1,127)        (1,150)          (976)          (228)
                                                         ---------      ---------      ---------      ---------      ---------
  Operating income (loss)                                   27,152         18,372          8,860          2,393         (4,854)
     Other income (expense) (2)                                108           (100)           (16)           (34)           (76)
                                                         ---------      ---------      ---------      ---------      ---------
  Income (loss) before extraordinary item                   27,260         18,272          8,844          2,359         (4,930)
     Extraordinary item                                         --         (3,331)          (632)            --             --
                                                         ---------      ---------      ---------      ---------      ---------
  Net income (loss)                                         27,260         14,941          8,212          2,359         (4,930)
  Preferred dividend                                          (901)          (947)        (1,002)            --             --
                                                         ---------      ---------      ---------      ---------      ---------
  Net income (loss) available to common shareholders        26,359         13,994          7,210          2,359         (4,930)

  Per share net income (loss) available to
      common shareholders before extraordinary item:
         Basic                                                1.41           1.25           0.85           0.41          (3.90)
         Diluted                                              1.39           1.22           0.84           0.41          (3.90)

  Per share net income (loss) available
      to common shareholders:
         Basic                                                1.41           1.01           0.78           0.41          (3.90)
         Diluted                                              1.39           0.99           0.77           0.41          (3.90)

Balance Sheet Data (End of Period):
  Investment in real estate (before accumulated
      depreciation)                                      $ 662,275      $ 429,034      $ 317,460      $ 248,281      $ 180,396
  Net investment in real estate                            617,923        398,828        295,884        234,825        172,946



                                      24


<PAGE>


  Total assets                                             699,055        451,206        334,866        254,073        190,289
  Total debt                                               270,735        177,349        145,271        179,492        131,963
  Shareholders' equity                                     387,756        248,114        168,320         59,016         46,240

Other Data:
  Funds from Operations (3)                              $  42,684      $  30,445      $  20,492      $  13,138      $  (2,110)
  EBITDA (4)                                                53,409         39,912         30,013         20,584          1,564
  Net cash flow:
       Operating activities                                 39,411         29,552         16,473          8,976            275
       Investing activities                               (245,336)      (111,554)       (82,556)       (65,311)      (140,120)
       Financing activities                                206,507         80,194         68,541         52,837        142,443
  Distributions                                             32,046         24,065         15,953          8,775          1,295
  Return of capital portion of distribution                  3,916         12,280          8,554          4,320             --
  Number of properties included in operating                   101             76             69             53             38
      results (5)
  Ratio of earnings to fixed charges (6)                      3.24           2.33           1.63           1.19             --
  Ratio of earnings to combined fixed charges and
       preferred dividends (6)                                3.01           2.15           1.51           1.19             --
</TABLE>

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

(1)      Operating expenses include real estate taxes, repairs and maintenance,
         insurance and utilities and exclude interest, depreciation and
         amortization and general and administrative expenses.

(2)      Other income (expense) includes gains and losses on property
         dispositions in 1997 and 1996, and other miscellaneous operating and
         non-operating items.

(3)      Funds from Operations represents net income (loss), excluding
         extraordinary items, plus depreciation and amortization, convertible
         subordinated debenture interest and amortization of deferred financing
         costs on convertible subordinated debentures. Dividends on Convertible
         Preferred Shares for 1996 and 1995 are not excluded from net income as
         such shares were automatically converted to Class B Common Shares in
         1996. Funds from operations is computed as follows:


<TABLE>
<CAPTION>
                                                           1997
                                                         REVISED         1996         1995           1994         1993
                                                         -------         ----         ----           ----         ----
         <S>                                             <C>           <C>           <C>           <C>           <C>

         Net income (loss) available to common
              shareholders                               $26,359       $14,941       $ 8,212       $ 2,359       ($4,930)
         Extraordinary item                                              3,331           632            --            --
         Depreciation and amortization                    15,278        10,648         8,456         6,176         2,540
         Amortization of deferred financing costs,
              debentures                                      48            67           135           267            13
         Convertible subordinated debenture                  999         1,385         3,057         4,336           267
              interest
         Loss on disposition of properties                                  73            --            --            --
                                                         -------       -------       -------       -------       -------

         Funds from Operations                           $42,684       $30,445       $20,492       $13,138       ($2,110)
                                                         =======       =======       =======       =======       =======
</TABLE>


         Management of the Company believes that Funds from Operations is
         helpful to investors as a measure of the performance of equity REIT
         shares because, along with cash flows from operating activities,
         financing activities and investing activities, it provides investors an
         understanding of the ability of the Company to incur and service debt
         and to make capital expenditures. Funds from Operations does not
         represent cash flow from operations as defined by generally accepted
         accounting principles ("GAAP"), should not be considered by the reader
         as an alternative to net income as an indicator of the Company's
         operating performance or to cash flows as a measure of liquidity, and
         is not indicative of cash available to fund all cash flow needs.
         Investors are cautioned that Funds from Operations, as calculated by
         the Company, may not be comparable to similarly titled but differently
         calculated measures for other REITs.



                                      25


<PAGE>

         The National Association of Real Estate Investment Trusts (NAREIT)
         defines funds from operations as net income before extraordinary items
         plus depreciation and amortization less the amortization of deferred
         financing costs.

(4)      Earnings before interest, income taxes, depreciation and amortization.
         Management believes that EBITDA is helpful to investors as an
         indication of property operations, because it excludes costs of
         financing and non-cash depreciation and amortization amounts. EBITDA
         does not represent cash flows from operations as defined by GAAP,
         should not be considered by the reader as an alternative to net income
         as an indicator of the Company's operating performance, and is not
         indicative of cash available to fund all cash flow needs.

(5)      Increase in number of properties in 1994 reflects the acquisition of 15
         properties throughout 1994. Increase in number of properties in 1995
         reflects acquisition of 16 properties throughout 1995. Increase in
         number of properties in 1996 reflects acquisition of 15 properties and
         the disposition of 8 properties throughout 1996. Increase in number of
         properties in 1997 reflects the acquisition of 21 properties, the
         completion of 7 developments, and the disposition of 3 properties
         throughout 1997. See "MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS."

(6)      The ratio of earnings to fixed charges for the year ended December 31,
         1993, was less than one to one. The approximate dollar amount (in
         thousands) necessary to cover the deficiency in that period was $5,400.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

GENERAL BACKGROUND

         The following is a discussion of the historical operating results of
the Company. This discussion should be read in conjunction with the Financial
Statements and the information set forth under "SELECTED HISTORICAL FINANCIAL
DATA."

         The Company announced in the 3rd quarter 1999 that it was restating
previously audited and unaudited financial statements for the years 1997, 1998
and 1999. See Exhibit 99 to this Form 10-K/A.

         The revision reflects the recognition of gains, for financial reporting
purposes, on certain completed sales structured as tax-deferred exchanges under
Section 1031 of the Internal Revenue Code, where gains are not recognized for
tax purposes. Secondly, the revision reflects the timing of gain recognition
from other property sales related to the Company's development activity. While
the timing of the reported gains from these latter transactions has been
shifted, the aggregate gain remains unchanged and no cash or tax effect has
resulted. As of the 3rd quarter 1999, all gains have been recognized.


         The results of the Company reflect cumulative significant acquisition,
build-to-suit and redevelopment activities. Since 1989, the Company has grown
its portfolio of owned properties from 6 properties, with approximately 1.9
million square feet, to 101 properties with approximately 22.7 million

                                     26
<PAGE>

square feet as of December 31, 1997. This total excludes properties under
development and mortgage investments. Through the issuance of mortgages on
properties and build-to-suit projects under development, the Company has a
total of 109 property investments, excluding the parking lot, representing
approximately 25 million square feet.

         The Company grew its total property investments by 52% in 1997, which
includes build-to-suits in progress and mortgage investments. In addition, the
Company grew its portfolio of owned properties by 60.3% during the year by
concluding twenty-one warehouse/industrial property acquisitions and seven
warehouse/industrial build-to-suit properties. The Company disposed of two
warehouse/industrial properties and one office property in 1997. The Company's
total increase in owned warehouse/industrial area, net of dispositions, was 8.6
million square feet.

         Despite its growth in property investments and Funds from Operations
during 1997, the Company improved its EBITDA/ Debt Service Coverage to 5.3 to 1.
Also, as of December 31, 1997, the Company maintained a conservative Debt to
Total Market Capitalization of 25.1%.

         The Company's Consolidated Financial Statements for the year ended
December 31, 1997, 1996 and 1995 reflect partial period results for
acquisitions, dispositions and expansions made during each respective year.
These statements also include the lease-up of previously vacant space, related
to the properties owned by the Company as of January 1, 1997, 1996 and 1995,
respectively. The Company's 1996 acquisitions included three additional
properties and 1997 acquisitions include one additional property previously
owned by entities in which certain executive officers of the Company had an
interest. These transactions satisfied the Company's investment criteria and
were approved by the Company's independent trustees.

         Finally, the historical results of the Company reflect the Company's
significant property redevelopment and development activities in which
substantial capital costs and related expenses were incurred in advance of
receipt of rental income. At December 31, 1997, the Company and its subsidiaries
had $42 million invested in build-to-suit projects under development which were
not producing income as of the end of the year. Four of the Company's properties
preceding the Company's initial public offering in 1993, with a total area of
approximately 1.9 million square feet, were property redevelopments. The Company
has added nine properties totaling 4.5 million square feet that the Company has
redeveloped or is currently holding the property to redevelop. Redevelopments
are typically larger properties that are acquired, subdivided and released.
During construction, certain costs are capitalized; however, in certain
circumstances, such costs are expended after completion but prior to leasing,
resulting in a decline in net income.

RESULTS OF OPERATIONS

  COMPARISON OF YEAR ENDED DECEMBER 31, 1997 TO YEAR ENDED DECEMBER 31, 1996

         Total revenues increased by $22.3 million or 35.1% over the same period
last year. The revenues of the Company are derived primarily from base rents and
additional rents from expense reimbursements, pursuant to the terms of tenant
leases for occupied space at the warehouse/industrial properties.
Warehouse/industrial properties represented approximately 98% of the gross
leasable area of the Company's portfolio as of December 31, 1997.

         Operating and investment revenue increased by $23.8 million in 1997.
This was due in part to a full period of income from thirteen
warehouse/industrial properties totaling 3.3 million square feet

                                     27
<PAGE>

acquired in 1996 net of seven property dispositions. Also, this increase was
attributable to twenty-one properties acquired totaling 7.1 million square
feet and seven build-to-suit properties coming on-line totaling 1.6 million
square feet in 1997, net of three property dispositions. The initial
annualized minimum net rental income from the 1997 acquisition and completed
build-to-suit properties is approximately $25 million.

         Real estate fee income primarily consisting of fees earned by the
Company in connection with its build-to-suit and development activities and
third party management fees decreased by $2.6 million. The Company's equity in
net income of affiliate increased by $1.1 million due to the affiliate's
increase in property and build-to-suit sales. The Company's unconsolidated
affiliate, CenterPoint Realty Services, began operations during the third
quarter of 1995 and did not recognize income from development activities until
1996.

         On a "same-store" basis (comparing the results of operations, on a cash
basis, of the properties owned at December 31, 1996, with the results of
operations of the same properties at December 31, 1997), the Company recognized
an increase of approximately 6% in net operating income primarily due to lease
up of vacant space, rental increases on renewed leases and contractual increases
in minimum rent under leases in place.

         Real estate tax expense and property operating and leasing expense
increased by $8.4 million, from $20.8 million in 1996 to $29.2 million in 1997.
$5.2 million of the increase is due to real estate taxes. The majority of the
real estate tax increase, $5.0 million, resulted from 1995 and 1996 acquisitions
and the balance, $0.2 million, from net tax increases throughout the portfolio
with the largest increase in Cook County, Illinois. Property operating and
leasing expenses, including insurance, utilities, repairs and maintenance and
property management costs increased at levels comparable to the level of
acquisitions. Also, property operating and leasing costs as a percentage of
total revenues increased only slightly from 14.0% to 14.1% when comparing 1996
to 1997.

         Depreciation and other amortization increased by $4.7 million, from
$10.6 million in 1996 to $15.3 million in 1997. The increase is due primarily to
full period depreciation on acquisitions completed during 1996 and depreciation
from dates of acquisition for the 1997 acquisitions and fixed asset additions.
General and administrative expenses increased by $0.5 million, from $2.6 million
in 1996 to $3.1 million in 1997, due primarily to the growth of the Company.

         Interest incurred increased by approximately $206,000 over last year.
Although the acquisition level was higher during 1997, interest expense was held
to approximately the same level as 1996 due to the repayment of debt from public
offerings of common equity in March and preferred equity in November, 1997, and
reduced borrowing rates. Other income (expenses) increased by approximately
$208,000 from the same period last year due in part to the gain on disposition
of one property totaling approximately $140,000 in 1997. The remaining net
increase was the result of losses recorded on the disposition of three
properties in 1996.

         As a result of the factors described above, income before extraordinary
item increased by $9.0 million from $18.3 million in 1996 to $27.3 million in
1997, an increase of 49.2%. Earnings before interest, income taxes, depreciation
and amortization increased by $13.5 million, from $39.9 million in 1996 to $53.4
million in 1997.

         In 1996, the Company incurred an extraordinary loss of $3.3 million
representing a write off of unamortized deferred financing costs as a result of
the re-financing of its outstanding revenue bonds. In

                                     28
<PAGE>

addition, the Company replaced its $92 million secured lines of credit with a
$135 million unsecured credit facility at a significant savings in interest.
No debt was re-financed in 1997, and the unsecured credit facility was
increased to $150 million.

  COMPARISON OF YEAR ENDED DECEMBER 31, 1996 TO YEAR ENDED DECEMBER 31, 1995

         Total revenues in 1996 increased by $16.3 million or 34.9% over 1995.
Tenants occupied approximately 95% of the gross leasable area of the Company's
portfolio as of December 31, 1996.

         Rental revenues increased by $8.0 million in 1996 primarily because of
full period income from sixteen warehouse/industrial properties acquired
totaling 2.7 million square feet in 1995 and thirteen warehouse/industrial
properties acquired totaling 3.3 million square feet in 1996 net of seven
property disposals. Initial minimum net rental income from the 1996 acquisition
properties is approximately $13.1 million. In addition, mortgage interest income
from mortgage financing activities, which originated in December, 1995,
contributed $1.4 million to the increase in revenue. Real estate fee income
primarily consisting of fees earned by the Company in connection with its
build-to-suit and development activities and third party management fees
increased by $3.7 million. Also, equity in net income of affiliate increased by
$1.0 million due to their increased activity in build-to-suit activity. The
Company's unconsolidated affiliate, CenterPoint Realty Services, began
operations during the third quarter of 1995 and did not recognize income from
development activities until 1996.

         On a "same-store" basis (comparing the results of operations, on a cash
basis, of the properties owned at December 31, 1995, with the results of
operations of the same properties at December 31, 1996), the Company recognized
an increase of approximately 4% in net operating income primarily due to lease
up of vacant space, rental increases on renewed leases and contractual increases
in minimum rent under leases in place.

         Total operating expenses, excluding general and administrative
expenses, interest, depreciation and amortization, increased by $6.0 million,
from $14.8 million in 1995 to $20.8 million in 1996. $4.1 million of the
increase was due to real estate taxes. The majority of the real estate tax
increase, $3.3 million, resulted from 1995 and 1996 acquisitions and the
balance, $0.8 million, from tax increases throughout the portfolio, with the
largest increase in Cook County, Illinois. Property operating and leasing
expenses increased at levels comparable to the level of acquisitions.

         Depreciation and other amortization increased by $2.1 million, from
$8.5 million in 1995 to $10.6 million in 1996. The increase is due primarily to
full period depreciation on acquisitions completed during 1995 and depreciation
from dates of acquisition for the 1996 additions. General and administrative
expenses increased by $0.4 million, from $2.1 million in 1995 to $2.5 million in
1996, due primarily to the growth of the Company.

         Interest incurred decreased by $1.7 million over the same period in
1995 due in part to the conversion to common stock of $8.9 million of
convertible subordinated debentures. Although the acquisition level was higher
during 1996, interest expense was held to approximately the same level as 1995
due to the repayment of debt from a public offering that closed in July, 1996,
and reduced borrowing rates. Other expenses increased by approximately $84,000
from the same period last year due to the loss on disposition of three
properties totaling approximately $72,000.

         As a result of the factors described above, income before extraordinary
item increased by $9.5 million from $8.8 million in 1995 to $18.3 million in
1996, an increase of 108.0%. Earnings before

                                     29
<PAGE>

interest, income taxes, depreciation and amortization increased by $9.9
million, from $30.0 million in 1995 to $39.9 million in 1996.

         In 1996 and 1995, the Company incurred an extraordinary loss of
approximately $3.3 million and approximately $0.6 million, respectively,
representing the write-off of unamortized deferred financing costs as a result
of the early extinguishment of certain debt obligations resulting from the
Company's debt transactions.

LIQUIDITY AND CAPITAL RESOURCES

         Cash flow generated from Company operations has historically been
utilized for working capital purposes and distributions, while proceeds from
financings and capital raises have been used to fund acquisitions and other
capital costs. Cash flow from operations during 1997 of $39.4 million net of
$31.1 million of current year distributions provided $8.3 million of retained
capital to fund investment activities. The Company expects retained capital to
fund future investment activities.

         Acquisitions, construction in progress on development projects,
advances to affiliate, advances on mortgage notes receivable, advances to
affiliate and improvements and additions to properties of approximately $226.5
million for 1997 were funded with borrowings under the Company's unsecured line
of credit totaling $211.7 million, a portion of proceeds from the disposition of
real estate of $13.5 million, repayment of mortgage notes receivable of $5.7
million and a portion of the net proceeds from the March 6, 1997 public offering
of common shares.

         At December 31, 1997, the Company's debt constituted approximately
25.1% of its fully diluted market capitalization. Also, the Company's coverage
ratio remained high at 5.3 to 1. The Company's fully diluted equity market
capitalization was approximately $774 million, and its fully diluted total
market capitalization exceeded $1.0 billion. The Company's leverage ratios
benefited during 1997 from the conversion of approximately $2.6 million of its
8.22% Convertible Subordinated Debentures, due 2004, to 144,640 common shares.

         At December 31, 1997, the Company had a $150 million unsecured credit
facility co-led by First Chicago NBD and Lehman Brothers with participating
banks. As of December 31, 1997, the Company had outstanding borrowings of
approximately $97.7 million under the unsecured revolving line of credit
(approximately 9.5% of the Company's fully diluted market capitalization), and
the Company had remaining availability of approximately $52.3 million under its
unsecured line of credit.

         On September 18, 1997, the Company issued $55 million unsecured
tax-exempt bonds for the development costs of the Company's O'Hare Express air
freight center. With the completion of this issue, 34% of the Company's senior
debt (excluding line of credit) was tax exempt as of December 31, 1997, saving
approximately 200 basis points on average from comparable taxable financing.

         On March 6, 1997, the Company completed a public offering of 2,250,000
common shares at $31.50 per share under a shelf registration statement. Net
proceeds from the offering after the underwriting discounts and other offering
costs were approximately $66.8 million. The proceeds of the offering were used
to refund approximately $58.2 million outstanding under the Company's line of
credit with the balance of $8.6 million to fund investments.

         On November 10, 1997, the Company completed a public offering of
3,000,000 shares of 8.48% preferred at $25 per share under a shelf registration
statement. Net proceeds from the offering after

                                     30
<PAGE>

underwriting discounts and other offering costs were approximately $71.9
million. The proceeds of the offering were used to refund amounts outstanding
under the Company's line of credit.

         In February, 1998, Duff & Phelps Credit Rating Co. joined Moody's
Investors Service's January, 1997 evaluation by assigning investment grade
rating to the Company's senior unsecured debt and preferred stock issuable under
the Company's shelf registration and convertible subordinated notes. Also in
1997, Standard and Poors assigned an investment grade rating to the Company's
senior unsecured debt. These investment grade ratings further enhance the
Company's financial flexibility.

         As of December 31, 1997, the Company had approximately $36.5 million in
restricted cash, $34.6 million of which was held in a construction escrow for
the Company's build-to-suit development at O'Hare Express Center. Most of the
remainder of the restricted cash is made up of real estate tax escrows for
tenants requiring such escrows under the terms of their leases.

         During 1997, the Company declared and paid distributions on common
shares of $27.2 million or $1.68 per share and on class B common shares of $3.9
million or $1.73 per share. Also, in 1997, the Company declared dividends on
preferred shares of $1.43 million or $0.477 per share, payable in January 1998.
The dividends on preferred shares attributable to 1997 income, which appear on
the Company's Consolidated Statements of Operations and Shareholders' Equity
were $901 thousand or $0.30 per share. The following factors, among others, will
affect the future availability of funds for distribution: (i) scheduled
increases in base rents under existing leases and (ii) changes in minimum base
rents attributable to replacement of existing leases with new or replacement
leases.

         The Company has considered its short-term (one year or less) capital
needs, in conjunction with its estimated future cash flow from operations and
other expected sources. The Company believes that its ability to fund operating
expenses, building improvements, debt service requirements and the minimum
distribution required to maintain the Company's REIT qualification under the
Internal Revenue Code, will be met by recurring operating and investment revenue
and other real estate income.

         Long-term (greater than one year) capital needs for property
acquisitions, scheduled debt maturities, major redevelopment projects,
expansions, and construction of build-to-suit properties will be supported
through draws on the Company's unsecured line of credit, the issuance of
long-term unsecured indebtedness and the issuance of equity securities.

INFLATION

         Inflation has not had a significant impact on the Company because of
the relatively low inflation rates in the Company's markets of operation. Most
of the Company's leases require the tenants to pay their share of operating
expenses, including common area maintenance, real estate taxes and insurance,
thereby reducing the Company's exposure to increases in costs and operating
expenses resulting from inflation. In addition, many of the leases are for
remaining terms less than five years which may enable the Company to replace
existing leases with new leases at higher base rental rates if rents of existing
leases are below the then-existing market rate.

ACCOUNTING PRONOUNCEMENTS

         In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income" and SFAS No. 131, "Disclosures About Segments of an Enterprise and
Related Information." Both SFAS No. 130 and SFAS

                                     31
<PAGE>

No. 131 are effective for financial statements for years beginning after
December 15, 1997. SFAS No. 130 requires the reporting of comprehensive
income beginning 1998 and SFAS No. 131 establishes standards for
publicly-held business enterprises to report information about operating
segments in annual financial statements and requires that these enterprises
report selected information about operating segments in interim financial
reports issued to shareholders. The Company plans to adopt SFAS No. 130 and
No. 131 in 1998.

YEAR 2000 COMPLIANCE

         In response to the Year 2000 issue, the Company initiated a project in
early 1997 to identify, evaluate and implement a new computerized real estate
management system. The Company is addressing the issue through a combination of
modifications to existing programs and conversion to Year 2000 compliant
software. In addition, the Company is discussing with its tenants, vendors, and
other service providers the possibility of any interface difficulties relating
to the Year 2000 issue which may effect the Company. If the Company and those it
conducts business with do not make modifications or conversions in a timely
manner, the Year 2000 issue may have a material adverse affect on the Company's
business, financial condition, and results of operations. The total cost
associated with the required modifications is not expected to be material to the
Company's consolidated results of operations and financial position, and is
being expensed as incurred.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         See Index to Financial Statements on Page F-1 of this Annual Report on
Form 10-K/A for the financial statements and financial statement schedules.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         None.


                                     32


<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         Item 10 is incorporated herein pursuant to General Instruction G to
Form 10-K/A by referencing the Company's definitive proxy statement, which will
be filed with the Securities and Exchange Commission pursuant to Regulation 14A
not later than 120 days after the close of the fiscal year.

ITEM 11.  EXECUTIVE COMPENSATION

         Item 11 is incorporated herein pursuant to General Instruction G to
Form 10-K/A by referencing the Company's definitive proxy statement, which will
be filed with the Securities and Exchange Commission pursuant to Regulation 14A
not later than 120 days after the close of the fiscal year.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Item 12 is incorporated herein pursuant to General Instruction G to
Form 10-K/A by referencing the Company's definitive proxy statement, which will
be filed with the Securities and Exchange Commission pursuant to Regulation 14A
not later than 120 days after the close of the fiscal year.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Item 13 is incorporated herein pursuant to General Instruction G to
Form 10-K/A by referencing the Company's definitive proxy statement, which will
be filed with the Securities and Exchange Commission pursuant to Regulation 14A
not later than 120 days after the close of the fiscal year.


                                     33
<PAGE>

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

         The following documents are filed as part of this report:

                  (1)(2)   The consolidated financial statements and related
                           schedules indicated in Part II, Item 8, "Financial
                           Statements and Supplementary Data."

                  (3)      Exhibit 12-1 - Computation of Ratio of Combined
                           Earnings to Fixed Charges

                  (4)      Exhibit 12-2 - Computation of Ratio of Combined
                           Earnings to Fixed Charges and Preferred Dividends

                  (5)      Exhibit 27 - Financial Data Schedule

                  (6)      Exhibit 99 - Press release dated September 28, 1999.

                  The following exhibits are incorporated by reference from the
                  Registrant's Registration Statement on Form S-11 (File No.
                  33-69710), referencing the exhibit numbers used in such
                  Registration Statement:

<TABLE>
<CAPTION>
                  Exhibit
                  Number   Description
                  -------  -----------
                  <C>      <S>
                  4.3      Form of Indenture

                  10.3(a)  Mortgage Documents regarding 440 North Lake Street,
                           Gary, IN

                  10.3(c)  Mortgage Documents regarding 905-909 Irving Park
                           Road, Itasca, IL

                  10.3(d)  Mortgage Documents regarding 6845 Santa Fe, Hodgkins,
                           IL

                  10.4     Form of Noncompetition Agreement for Executive
                           Officers

                  10.5     Form of Employment Agreement for Executive Officers

                  10.10    Indemnification Agreement among John S. Gates, Jr.,
                           Capital and Regional Properties and the Company

                  10.11    Indemnification Agreement among Robert L. Stovall,
                           Michael M. Mullen and the Company

                  10.12    Indemnification Agreement between David Kahnweiler
                           and the Company
</TABLE>

                                      34
<PAGE>

                  The following exhibits are incorporated by reference from
                  Pre-Effective Amendment No. 2 to the Registrant's
                  Registration Statement on Form S-11 (File No. 33-69710),
                  referencing the exhibit numbers used in such Amendment No.
                  2:

<TABLE>
<CAPTION>
                  Exhibit
                  Number   Description
                  -------  -----------
                  <C>      <S>
                  10.1     Stock Option Plan
</TABLE>

                  The following exhibits are incorporated by reference from the
                  Registrant's Registration Statement on Form S-11 (File No.
                  33-85440), referencing the numbers used in such Registration
                  Statement:

<TABLE>
<CAPTION>
                  Exhibit
                  Number   Description
                  -------  -----------
                  <C>      <S>
                  10.32    Registration Rights Agreement between the Company and
                           Corum Zeller Venture

                  10.38    Promissory Note from the Company to the Prudential
                           Insurance Company of America

                  10.39    Mortgage, Security Agreement and Fixture Filing
                           relating to the Promissory Note form the Company to
                           The Prudential Insurance Company of America
</TABLE>

                  The following exhibits are incorporated by reference from the
                  Registrant's Form 10-Q for the fiscal quarter ended September
                  30, 1995, referencing the numbers used in such Form 10-Q:

<TABLE>
<CAPTION>
                  Exhibit
                  Number   Description
                  -------  -----------
                  <C>      <S>
                  4.1      1995 Restricted Stock Incentive Plan

                  4.2      1995 Director Stock Plan

                  4.3      Bonus Stock Grant Agreement between the Company and
                           John S. Gates, Jr.

                  4.4      Bonus Stock Grant Agreement between the Company and
                           Robert L. Stovall

                  4.5      Series A Preferred Stock Purchase Agreement between
                           the Company and LaSalle Advisors Limited Partnership

                  4.6      Registration Rights Agreement between the Company and
                           LaSalle Advisors Limited Partnership
</TABLE>

                  The following exhibits are incorporated by reference from the
                  Registrant's Form 10-K for the fiscal year ended December 31,
                  1995, referencing the numbers used in such Form 10-K:


                                        35
<PAGE>

<TABLE>
<CAPTION>
                  Exhibit Number             Description
                  --------------             -----------
<S>                                          <C>
                  4.1                        Indenture of CP Financing Trust

                  10.1                       First Amendment to Stock Option Plan

                  10.2                       Mortgage Documents regarding 850 Arthur Street, Elk
                                             Grove Village, Illinois

                  10.3(a)                    Mortgage, Assignment of Rents and Leases and Security
                                             Agreement of CP Financing Trust regarding the
                                             following properties in Cook County, Illinois
                                                  1520 Pratt, Elk Grove Village
                                                  1201 Lunt, Elk Grove Village
                                                  1390 Lunt, Elk Grove Village
                                                  5619-25 W. 115th St., Alsip
                                                  900 University Dr., Arlington Heights

                  10.3(b)                    Mortgage, Assignment of Rents and Leases and Security
                                             Agreement of CP Financing Trust regarding the
                                             following properties in DuPage County, Illinois
                                                  7001 Adams, Willowbrook
                                                  245 Benoris, Wood Dale
                                                  1733 Downs Dr., W. Chicago
                                                  1645 Downs Dr., W. Chicago

                  10.3(c)                    Mortgage, Assignment of Rents and Leases and Security
                                             Agreement of CP Financing Trust regarding the
                                             following properties in Lake County, Illinois
                                                  1300 Northpoint, Waukegan
                                                  1800 Industrial Dr., Libertyville
                                                  950-970 Tower Rd., Mundelein
                                                  1 Wildlife Way, Long Grove
                                                  1810-20 Industrial Dr., Libertyville
                                                  1700 Butterfield, Mundelein

                  10.3(d)                    Mortgage, Assignment of Rents and Leases and Security
                                             Agreement of CP Financing Trust regarding the
                                             following property in Kane County, Illinois
                                                  315 Kirk Rd., St. Charles

                  10.3(e)                    Mortgage, Assignment of Rents and Leases and Security
                                             Agreement of CP Financing Trust regarding the
                                             following property in Will County, Illinois
                                                  1319 Marquette, Romeoville

                  10.3(f)                    Mortgage, Assignment of Rents and Leases and Security
                                             Agreement of CP Financing Trust regarding the
                                             following properties in Wisconsin

                                       36

<PAGE>

                                                  8200 100th St., Pleasant Prairie
                                                  8901 102nd St., Pleasant Prairie

                  10.3(g)                    Mortgage, Assignment of Rents and Leases and Security
                                             Agreement of CP Financing Trust regarding the
                                             following property in Indiana
                                                  201 E. Mississippi, Gary

                  10.3(h)                    Assignment and Assumption of Mortgage and Other
                                             Obligations between CP Financing Trust and Great
                                             Lakes Industrial Partners, L.P.

                  10.3(i)                    Assignment and Assumption of Tenant Leases and
                                             Contracts between CP Financing Trust and the Company

                  10.3(j)                    Assignment and Assumption of Tenant Leases and
                                             Contracts between CP Financing Trust and Great Lakes
                                             Industrial Partners, L.P.
</TABLE>

                  The following exhibit is incorporated by reference from the
                  Registrant's Form 10-Q for the fiscal quarter ended
                  September 30, 1996, referencing the number used in such
                  Form 10-Q:

<TABLE>
<CAPTION>
                  Exhibit Number             Description
                  --------------             -----------
<S>                                          <C>
                  10.43                      Unsecured Revolving Credit Agreement among The First
                                             National Bank of Chicago, Lehman Brothers Holdings
                                             Inc., the other Lenders named therein and the Company
</TABLE>

                  The following exhibits are incorporated by reference from
                  the Registrant's Registration Statement on Form S-3 (File
                  No. 333-18235), referencing the exhibit numbers used in
                  such Form S-3:

<TABLE>
<CAPTION>
                  Exhibit Number             Description
                  --------------             -----------
<S>                                          <C>
                  4.3                        Form of Senior Securities Indenture

                  4.4                        Form of Subordinated Securities Indenture
</TABLE>

                  The following exhibits are incorporated by reference from the
                  Registrant's Form 10-K for the fiscal year ended December 31,
                  1996, referencing the numbers used in such Form 10-K:

<TABLE>
<CAPTION>
                  Exhibit Number             Description
                  --------------             -----------
<S>                                          <C>
                  10.44                      Second Amendment to Stock Option Plan

                  10.45                      Settlement Agreement and Mutual Release

                  10.46                      Employment Separation Agreement between the Company
                                             and Robert L. Stovall

                                       37

<PAGE>

                  10.47                      Documents relating to City of Gary, Indiana Revenue
                                             Refinancing Bonds, Series 1996A and Series 1996B, of
                                             the Miller Partnership, L.P.

                  10.48                      First Amendment to Unsecured Revolving Credit
                                             Agreement

                  10.49                      Second Amendment to Unsecured Revolving Credit
                                             Agreement

                  21                         List of Subsidiaries
</TABLE>

                  The following exhibits are incorporated by reference from the
                  Registrant's Registration Statement on Form S-4 (File No.
                  333-33515), referencing the numbers used in such Form S-4:

<TABLE>
<CAPTION>
                  Exhibit Number             Description
                  --------------             -----------
<S>                                          <C>
                  2                          Plan of Reorganization

                  3.3                        Declaration of Trust of the Registrant

                  3.4                        By-Laws of the Registrant
</TABLE>

                  The following exhibits are incorporated by reference from
                  the Registrant's Pre-Effective Amendment No. 1 to Form S-4
                  (File No. 333-33515), referencing the numbers used in such
                  Pre-Effective Amendment No. 1:

<TABLE>
<CAPTION>
                  Exhibit Number             Description
                  --------------             -----------
<S>                                          <C>
                  4.1                        Form of certificate representing common shares of
                                             beneficial interest in the Registrant

                  4.2                        Form of certificate representing 8.22% Convertible
                                             Subordinated Debentures

                  4.4                        Form of First Supplemental Indenture
</TABLE>

                  The following exhibits are incorporated by reference from the
                  Registrant's Form 8-A filed on November 5, 1997, referencing
                  the numbers used in such Form 8-A:

<TABLE>
<CAPTION>
                  Exhibit Number             Description
                  --------------             -----------
<S>                                          <C>
                  1                          Articles Supplementary to the Declaration of Trust of
                                             the Registrant establishing and fixing the rights and
                                             preferences of the Series A Preferred Shares

                  4                          Form of certificate representing Series A Preferred
                                             Shares of beneficial interest in the Registrant
</TABLE>

                  The following exhibits are incorporated by reference from the
                  Registrant's Form 10-Q for the fiscal quarter ended September
                  30, 1997, referencing the numbers used in such Form 10-Q:

                                       38

<PAGE>

<TABLE>
<CAPTION>
                  Exhibit Number             Description
                  --------------             -----------
<S>                                          <C>
                  10.50                      Documents relating to $55 million City of Chicago
                                             Variable/Fixed Rate Demand Special Facilities Airport
                                             Revenue Bonds (CenterPoint O'Hare, L.L.C. Project)
                                             Series 1997
</TABLE>

         (b) During the fourth quarter of 1997, the Company filed a Current
Report on Form 8-K on December 30, 1997 to report the acquisition by the Company
of properties which constituted more than 10% of the total assets of the Company
and its consolidated subsidiaries.

         (c) An annual report will be sent to Stockholders subsequent to this
filing, and the Company will furnish copies of such report to the Securities and
Exchange Commission.

         (d)      Not applicable.
(1)     Exhibit 99 - Press release dated September 28, 1999.


                                       39
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                             CENTERPOINT PROPERTIES TRUST,
                                   a Maryland corporation


                             By:     /s/ John S. Gates, Jr.
                                   ---------------------------------------
                                   John S. Gates, Jr., President
                                   and Chief Executive Officer
                                   (Principal 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 of 1934, this report
has been signed by the following persons on behalf of the registrant in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                          NAME AND TITLE                        DATE
---------                          --------------                        ----
<S>                            <C>                                   <C>

/s/ Martin Barber              Martin Barber, Chairman               Dec. 29, 1998
-----------------------------  and Trustee


/s/ John S. Gates, Jr.         John S. Gates, Jr., President         Dec. 29, 1998
-----------------------------  Chief Executive Officer and
                               Trustee


/s/ Robert L. Stovall          Robert L. Stovall, Vice               Dec. 29, 1998
-----------------------------  Chairman and Trustee


/s/ Nicholas C. Babson         Nicholas C. Babson, Trustee           Dec. 29, 1998
-----------------------------


/s/ Alan D. Feld               Alan D. Feld, Trustee                 Dec. 29, 1998
-----------------------------


/s/ John J. Kinsella           John J. Kinsella, Trustee             Dec. 29, 1998
-----------------------------


/s/ Thomas E. Robinson         Thomas E. Robinson,                   Dec. 29, 1998
-----------------------------  Trustee
</TABLE>


                                         40
<PAGE>

                          CENTERPOINT PROPERTIES TRUST
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                        AND FINANCIAL STATEMENT SCHEDULES


<TABLE>
<CAPTION>
                                                                                                       Page(s)
<S>                                                                                                  <C>
Consolidated Financial Statements:

         Report of Independent Accountants.......................................................        F-2

         Consolidated Balance Sheets as of December 31, 1997 and 1996............................        F-3

         Consolidated Statements of Operations for the years ended
           December 31, 1997, 1996 and 1995......................................................        F-4

         Consolidated Statements of Shareholders' Equity for
           the years ended December 31, 1997, 1996 and 1995......................................        F-5

         Consolidated Statements of Cash Flows for the years ended
           December 31, 1997, 1996 and 1995......................................................        F-6

         Notes to Consolidated Financial Statements..............................................    F-7 to F-21

Financial Statement Schedules:

         Schedule II - Valuation and Qualifying Accounts.........................................        F-22

         Schedule III - Real Estate and Accumulated Depreciation.................................    F-23 to F-28
</TABLE>


                                      F-1
<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and
Shareholders of CenterPoint Properties Trust

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, shareholders' equity and cash flows
present fairly, in all material respects, the financial position of
CenterPoint Properties Trust and its subsidiaries at December 31, 1997 and
1996, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 1997 in conformity with
accounting principles generally accepted in the United States. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States which require that
we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

As discussed in Note 2, the financial statements as of December 31, 1997 and
for the year then ended have been revised with respect to the timing of
recognition of certain fees.

                                            PRICEWATERHOUSECOOPERS LLP

Chicago, Illinois
February 10, 1998
except for Note 2 for which the date is November 15, 1999


                                      F-2
<PAGE>

                  CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                  (IN THOUSANDS, EXCEPT FOR SHARE INFORMATION)

<TABLE>
<CAPTION>
                                     ASSETS
                                                                                        DECEMBER 31,
                                                                                        ------------
                                                                                   1997
                                                                                  REVISED           1996
                                                                                  -------           ----
<S>                                                                              <C>             <C>
Assets:
   Investment in real estate:
     Land and leasehold                                                          $ 124,011       $  72,004
     Buildings                                                                     418,303         284,626
     Building improvements                                                          64,372          43,583
     Furniture, fixtures, and equipment                                             13,912          10,429
     Construction in progress                                                       41,677          18,392
                                                                                 ---------       ---------
                                                                                   662,275         429,034
     Less accumulated depreciation and amortization                                 44,352          30,206
                                                                                 ---------       ---------
       Net investment in real estate                                               617,923         398,828

   Cash and cash equivalents                                                         1,652           1,070
   Restricted cash and cash equivalents                                             36,509             977
   Tenant accounts receivable, net                                                  12,416          10,193
   Mortgage notes receivable                                                         9,668          22,665
   Investment in and advances to affiliate                                          11,107           9,673
   Prepaid expenses and other assets                                                 3,119           3,630
   Deferred expenses, net                                                            6,661           4,170
                                                                                 ---------       ---------
                                                                                 $ 699,055       $ 451,206
                                                                                 =========       =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
   Mortgage notes payable                                                        $  85,755       $ 114,451
   Line of credit                                                                   97,700          46,100
   Bonds payable                                                                    75,540
   Convertible subordinated debentures payable                                      11,740          14,380
   Notes payable                                                                     2,418
   Preferred dividends payable                                                         901
   Accounts payable                                                                 10,311           4,130
   Accrued expenses                                                                 24,593          17,914
   Rents received in advance and security deposits                                   4,759           3,700
                                                                                 ---------       ---------
                                                                                   311,299         203,093
                                                                                 ---------       ---------

Commitments and contingencies

Shareholders' equity:
   Preferred shares of beneficial interest, $.001 par value, 10,000,000 shares
     authorized; 3,000,000 and 0 issued and outstanding, respectively,
     having a liquidation preference of $25 per share ($75,000)                          3
   Common shares of beneficial interest, $.001 par value, 47,727,273 shares
     authorized; 16,891,951 and 14,333,231 issued and outstanding, respectively         17                  14
   Class B common shares of beneficial interest, $.001 par value, 2,272,727
     shares authorized; 2,272,727 issued and outstanding                                 2                   2
   Additional paid-in-capital                                                      420,743             276,142
   Retained earnings (deficit)                                                     (32,512)            (27,726)
   Unearned compensation - restricted stock                                           (497)               (319)
                                                                                 ---------           ---------
     Total shareholders' equity                                                    387,756             248,113
                                                                                 ---------           ---------
                                                                                 $ 699,055           $ 451,206
                                                                                 =========           =========
</TABLE>

       The accompanying notes are an integral part of these consolidated
                             financial statements.


                                     F-3
<PAGE>

                  CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  (IN THOUSANDS, EXCEPT FOR SHARE INFORMATION)

<TABLE>
<CAPTION>
                                                                            YEARS ENDED DECEMBER 31,
                                                                            ------------------------
                                                                   1997
                                                                 REVISED             1996               1995
                                                                 -------             ----               ----
<S>                                                             <C>                <C>                <C>
Revenue:
   Operating and investment revenue:
     Minimum rents                                              $ 57,878           $ 42,107           $ 34,066
     Straight-line rents                                           2,732              2,087              1,349
     Expense reimbursements                                       18,228             11,413              8,781
     Mortgage interest income                                      2,098              1,514                 84
                                                                --------           --------           --------

       Total operating and investment revenue                     80,936             57,121             44,280
                                                                --------           --------           --------
   Other revenue:
     Real estate fee income                                        2,514              5,140              2,639
     Equity in net income of affiliate                             2,138              1,069                 33
                                                                --------           --------           --------

       Total other revenue                                         4,652              6,209              2,672
                                                                --------           --------           --------

       Total revenue                                              85,588             63,330             46,952
                                                                --------           --------           --------

Expenses:
   Real estate taxes                                              17,091             11,868              7,719
   Property operating and leasing                                 12,091              8,883              7,055
   General and administrative                                      3,105              2,567              2,150
   Depreciation and amortization                                  15,278             10,648              8,456
   Interest expense:
     Interest incurred, net                                       10,071              9,865             11,562
     Amortization of deferred financing costs                        800              1,127              1,150
                                                                --------           --------           --------

       Total expenses                                             58,436             44,958             38,092
                                                                --------           --------           --------

       Operating income                                           27,152             18,372              8,860

Other income (expense)                                               108               (100)               (16)
                                                                --------           --------           --------

Income before extraordinary item                                  27,260             18,272              8,844

Extraordinary item, early extinguishment of debt                                     (3,331)              (632)
                                                                --------           --------           --------

Net income                                                        27,260             14,941              8,212

   Preferred dividends                                              (901)              (947)            (1,002)
                                                                --------           --------           --------

Net income available to common shareholders                     $ 26,359           $ 13,994           $  7,210
                                                                ========           ========           ========

Per share net income available to common shareholders
   before extraordinary item:
     Basic                                                      $   1.41           $   1.25           $   0.85
     Diluted                                                    $   1.39           $   1.22           $   0.84

Per share net income available to common shareholders:
     Basic                                                      $   1.41           $   1.01           $   0.78
     Diluted                                                    $   1.39           $   0.99           $   0.77

Distributions per common share                                  $   1.68           $   1.62           $   1.56
</TABLE>

        The accompanying notes are an integral part of these consolidated
                             financial statements.


                                     F-4
<PAGE>


                                 CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                 (IN THOUSANDS, EXCEPT FOR SHARE INFORMATION)

<TABLE>
<CAPTION>
                                                                          CLASS B COMMON
                                                 PREFERRED SHARES             SHARES              COMMON SHARES
                                               --------------------    -------------------    -------------------  ADDITIONAL
                                                NUMBER                   NUMBER                NUMBER                PAID-IN
                                               OF SHARES     AMOUNT    OF SHARES    AMOUNT    OF SHARES    AMOUNT    CAPITAL
                                               ---------     ------    ---------    ------    ---------    ------    -------
<S>                                           <C>           <C>       <C>          <C>       <C>          <C>       <C>
Balance, January 1, 1995                               0        $0             0     $0       6,415,883        $6    $69,871
Issuance of common shares,
      less $5,160 of offering costs                                                           2,736,700         3     45,446
Shares issued for purchase of property                                                           48,261                1,122
Issuance of convertible preferred shares
      in private offering                      2,272,727         2                                                    49,998
Conversion of convertible subordinated
   debentures to common shares                                                                1,137,165         1     20,315
Shares issued for stock options exercised                                                           600                   11
Incentive share awards                                                                           17,499                  341
Director share awards                                                                             2,850                   57
Amortization of unearned compensation
Distributions declared on common shares,
   $1.56 per share
Distributions declared on convertible
        preferred shares,  $0.44 per share
Net income
                                               ---------     ------    ---------    ------    ---------    ------    -------
Balance, December 31, 1995                     2,272,727         2             0      0      10,358,958        10    187,161
   Issuance of common shares,
less $2,387 of offering costs                                                                 3,450,000         3     79,547
   Conversion of convertible preferred shares
        to Class B common shares              (2,272,727)       (2)   2,272,7272      2
   Conversion of convertible subordinated
debentures to common shares                                                                     485,680         1      8,683
   Shares issued for stock options exercised                                                     27,787                  508
   Incentive shares awards                                                                        8,290                  186
   Director shares awards                                                                         2,516                   57
   Amortization of unearned compensation
   Distributions declared on common shares,
$1.62 per share
   Distributions declared on convertible
         preferred shares,  $0.42 per share
   Distributions declared on Class B common
shares, $1.25 per share
   Net income
                                               ---------     ------    ---------    ------    ---------    ------    -------
Balance, December 31, 1996                             0         0     2,272,727      2      14,333,231        14    276,142
Issuance of common shares,
    less $4,054 of offering costs                                                             2,250,000         2     66,819
Issuance of preferred shares,
    less $3,101 of offering costs              3,000,000         3                                                    71,896
   Conversion of convertible subordinated
debentures to common shares                                                                     144,640                2,564
   Shares issued for stock options exercised                                                    149,715         1      2,873
   Incentive share awards                                                                        12,444                  392
   Director share awards                                                                          1,921                   57
   Amortization of unearned compensation
   Distributions declared on common shares,
    $1.68 per share
   Distributions declared on preferred shares,
    $0.30 per share
   Distributions declared on Class B common
    shares, $1.73 per share
   Net income - revised
                                               ---------     ------    ---------    ------    ---------    ------    -------
Balance, December 31, 1997 as revised          3,000,000        $3     2,272,727     $2      16,891,951       $17   $420,743
                                               =========     ======    =========    ======   ==========    ======   ========
<CAPTION>
                                                               UNEARNED
                                                  RETAINED   COMPENSATION-    TOTAL
                                                  EARNINGS     RESTRICTED  SHAREHOLDERS'
                                                  (DEFICIT)    SHARES         EQUITY
                                                  ---------    ------         -------
<S>                                               <C>       <C>             <C>
Balance, January 1, 1995                          ($10,861)       $0          $59,016
Issuance of common shares,
      less $5,160 of offering costs                                            45,449
Shares issued for purchase of property                                          1,122
Issuance of convertible preferred shares
      in private offering                                                      50,000
Conversion of convertible subordinated
   debentures to common shares                                                 20,316
Shares issued for stock options exercised                                          11
Incentive share awards                                          (341)
Director share awards                                                              57
Amortization of unearned compensation                             90               90
Distributions declared on common shares,
   $1.56 per share                                 (14,951)                   (14,951)
Distributions declared on convertible
        preferred shares,  $0.44 per share          (1,002)                    (1,002)
Net income                                           8,212                      8,212
                                                   -------     ------         -------
Balance, December 31, 1995                         (18,602)     (251)         168,320
   Issuance of common shares,
less $2,387 of offering costs                                                  79,550
   Conversion of convertible preferred shares
        to Class B common shares
   Conversion of convertible subordinated
debentures to common shares                                                     8,684
   Shares issued for stock options exercised                                      508
   Incentive shares awards                                      (186)
   Director shares awards                                                          57
   Amortization of unearned compensation                         118              118
   Distributions declared on common shares,
$1.62 per share                                    (20,277)                   (20,277)
   Distributions declared on convertible
         preferred shares,  $0.42 per share           (947)                      (947)
   Distributions declared on Class B common
shares, $1.25 per share                             (2,841)                    (2,841)
   Net income                                       14,941                     14,941
                                                   -------     ------         -------
Balance, December 31, 1996                         (27,726)     (319)         248,113
Issuance of common shares,
    less $4,054 of offering costs                                              66,821
Issuance of preferred shares,
    less $3,101 of offering costs                                              71,899
   Conversion of convertible subordinated
debentures to common shares                                                     2,564
   Shares issued for stock options exercised                                    2,874
   Incentive share awards                                       (392)
   Director share awards                                                           57
   Amortization of unearned compensation                         214              214
   Distributions declared on common shares,
    $1.68 per share                                (27,221)                   (27,221)
   Distributions declared on preferred shares,
    $0.30 per share                                   (901)                      (901)
   Distributions declared on Class B common
    shares, $1.73 per share                         (3,924)                    (3,924)
   Net income - revised                             27,260                     27,260
                                                   -------     -----         --------
Balance, December 31, 1997 as revised             ($32,512)    ($497)        $387,756
                                                  ========     =====         ========
</TABLE>


        The accompanying notes are an integral part of these consolidated
                             financial statements.


                                       F-5
<PAGE>


                  CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                    YEARS ENDED DECEMBER 31,
                                                                                    ------------------------
                                                                        1997
                                                                       REVISED                1996                1995
                                                                       -------                ----                ----
<S>                                                                   <C>                 <C>                 <C>
Cash flows from operating activities:
     Net income                                                       $  27,260           $  14,941           $   8,212
     Adjustments to reconcile net income to net
           cash provided by operating activities:
         Extraordinary item-early extinguishment of debt                                      3,331                 632
         Bad debts                                                          279                 462                 433
         Depreciation                                                    14,275              10,199               8,161
         Amortization of deferred financing costs                           800               1,127               1,150
         Other amortization                                               1,003                 449                 295
         Straight-line rents                                             (2,732)             (2,087)             (1,349)
         Incentive stock awards                                             271                 175                 147
         Interest on converted debentures                                    12                  77                 235
         Equity in net income of affiliate                               (2,138)             (1,069)                (33)
         (Gain) / loss on disposal of real estate                          (140)                 60
         Net changes in:
             Tenant accounts receivable                                    (973)                197              (2,654)
             Prepaid expenses and other assets                              (21)               (937)               (293)
             Rents received in advance and security deposits                317                 589                 119
             Accounts payable and accrued expenses                        1,198               2,036               1,418
                                                                        -------             -------             -------
Net cash provided by operating activities                                39,411              29,552              16,473
                                                                        -------             -------             -------
Cash flows from investing activities:
     Change in restricted cash and cash equivalents                     (35,532)                325                   5
     Acquisition of real estate                                        (122,090)            (85,268)            (61,881)
     Construction in progress                                           (42,311)            (17,063)
     Improvements and additions to properties                           (42,441)            (12,575)             (5,031)
     Disposition of real estate                                          13,510              18,991               2,384
     Change in deposits on acquisitions                                   1,303               1,037                (502)
     Issuance of mortgage notes receivable                                                  (18,523)             (9,588)
     Repayment of mortgage notes receivable                               5,670               5,543
     Investment in and advances to affiliate                            (19,639)             (1,048)             (5,324)
     Receivables from affiliates and employees                               (3)                106                 274
     Additions to deferred expenses                                      (3,803)             (3,079)             (2,893)
                                                                        -------             -------             -------
Net cash used in investing activities                                  (245,336)           (111,554)            (82,556)
                                                                        -------             -------             -------
Cash flows from financing activities:
     Proceeds from sale of preferred shares                              75,000                                  50,000
     Proceeds from sale of common shares                                 73,749              82,445              50,620
     Offering costs paid                                                 (7,155)             (2,387)             (4,386)
     Proceeds from line of credit                                       211,650              46,100
     Repayment of line of credit                                       (160,050)
     Proceeds from issuance of bonds payable                             55,000              45,882              50,000
     Repayments of mortgage notes payable                                (8,156)            (62,705)            (63,930)
     Repayments of notes payable                                         (2,385)               (123)               (112)
     Distributions                                                      (31,145)            (29,017)            (13,650)
     Conversion of convertible subordinated
      debentures payable                                                     (1)                 (1)                 (1)
                                                                        -------             -------             -------
Net cash provided by financing activities                               206,507              80,194              68,541
                                                                        -------             -------             -------
Net change in cash and cash equivalents                                     582              (1,808)              2,458
Cash and cash equivalents, beginning of the year                          1,070               2,878                 420
                                                                        -------             -------             -------
Cash and cash equivalents, end of year                                $   1,652           $   1,070           $   2,878
                                                                        =======             =======             =======
</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements


                                       F-6
<PAGE>


                  CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA)


1.       ORGANIZATION

         CenterPoint Properties Trust (the "Company"), a Maryland trust, and
its subsidiaries, owns and operates primarily warehouse/industrial properties
in the metropolitan Chicago area and operates as a real estate investment
trust.

         On October 15, 1997, the Company completed a reorganization pursuant
to which it converted from a Maryland corporation to a Maryland real estate
investment trust by means of a merger of CenterPoint Properties Corporation
(the "Corporation") with and into the Company, which prior to the merger was
a wholly-owned subsidiary of the Corporation, with the Company as the
surviving entity. Pursuant to a Plan of Reorganization, which was approved by
the stockholders of the Corporation at a Special Meeting of Stockholders held
on October 1, 1997, each issued and outstanding share of common stock of the
corporation, par value $.001 per share (the "Common Stock"), was converted
into one common share of beneficial interest in the Company, par value $.001
per share (the "Common Shares"), each outstanding share of Class B common
stock of the Corporation was converted into one Class B common share of
beneficial interest (the "Class B Common Shares") in the Company; and the
outstanding principal amount of the Corporation's 8.22% Convertible
Subordinated Debentures due 2004 was assumed by the Company and converted
into the same principal amount of 8.22% Convertible Subordinated Debentures
due 2004 of the Company.

2.       REVISION

         During the third quarter of 1999, the Company determined that it had
recognized certain participation, assignment, consulting and financing fees
in 1997 in advance of that permitted and has revised previously issued
financial statements accordingly. The financial statement revisions effect
only the timing of fee revenue recognition and HAVE NO EFFECT ON PREVIOUSLY
REPORTED CASH FLOW or on the total fee revenue to be recognized.


                                       F-7
<PAGE>

         The effect of this revised reporting on the Company's condensed
balance sheet, condensed statement of operations, net income and earnings per
share for the year ended December 31, 1997 is as follows (1996 was not
affected):

<TABLE>
<CAPTION>

                                                                             1997
                                                                          ----------
                                                               Previously               As
                                                                Reported              Revised
                                                               ----------             --------
<S>                                                            <C>                    <C>
Condensed Balance Sheets:
     Investment in real estate, net                               597,294             617,923
     Mortgage notes receivable                                     30,297               9,668
     Other assets                                                  71,684              71,464
                                                                ---------           ---------
        Total assets                                            $ 699,275           $ 699,055
                                                                =========           =========

     Long term debt                                             $ 270,735           $ 270,735
     Other liabilities                                             40,414              40,564
     Shareholders' equity                                         388,126             387,756
                                                                ---------           ---------

        Total liabilities and shareholders' equity              $ 699,275           $ 699,055
                                                                =========           =========

Condensed Statement of Operations:
     Operating and investment revenue                           $  80,625           $  80,936
     Other revenue                                                  5,333               4,652
                                                                ---------           ---------
        Total revenue                                              85,958              85,588
Operating expenses                                                (58,436)            (58,436)
                                                                ---------           ---------
Other income (expense)                                                108                 108
                                                                ----------          ----------
Net income                                                      $  27,630           $  27,260
                                                                ==========          ==========

Net income available to common shareholders per share:
Net income per share- basic                                     $    1.43           $    1.41
Net income per share- diluted                                   $    1.41           $    1.39

</TABLE>

3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         REVENUE RECOGNITION

         Minimum rents are recognized on a straight-line basis over the terms
of the respective leases. Unbilled rents receivable represents the amount
that straight-line rental revenue exceeds rents due under the lease
agreements. Unbilled rents receivable, included in tenants accounts
receivable, at December 31, 1997 and 1996 were $5,075 and $4,099,
respectively. Recoveries from tenants for taxes, insurance and other property
operating expenses are recognized in the period the applicable costs are
incurred.

         Real estate fee income includes tenant lease termination fees of
$1,894 in 1997 and $1,200 in 1995.

         The Company provides an allowance for doubtful accounts against the
portion of accounts receivable which is estimated to be uncollectible.
Accounts receivable in the consolidated balance sheets are shown net of an
allowance for doubtful accounts of $272 and $748 as of December 31, 1997 and
1996, respectively.

         DEFERRED EXPENSES

         Deferred expenses consist principally of financing fees and leasing
commissions. Leasing commissions are amortized on a straight-line basis over the
terms of the respective lease agreements ranging from 1 to 8 years.


                                       F-8
<PAGE>

Financing costs are amortized over the terms of the respective loan
agreements. Deferred expenses relating to debenture conversions of $86 and
$257 were charged to paid-in capital in 1997 and 1996, respectively, and
fully amortized deferred expenses of $1,207 and $57 were written off in 1997
and 1996, respectively. The balances are as follows:

<TABLE>
<CAPTION>

                                                                                       DECEMBER 31,
                                                                                       ------------
                                                                                  1997             1996
                                                                                  ----             ----
                  <S>                                                            <C>              <C>
                  Deferred financing costs, net of accumulated
                     amortization of $1,081 and $823                             $2,766           $2,019
                  Deferred leasing and other costs, net of accumulated
                     amortization of $1,478 and $1,387                            3,895            2,151
                                                                                 ------           ------
                                                                                 $6,661           $4,170
                                                                                 ======           ======
</TABLE>

         PROPERTIES

         Real estate assets are stated at cost. Interest and real estate
taxes and other directly related expenses incurred during construction
periods are capitalized and amortized on the same basis as the related
assets. Depreciation expense is computed using the straight-line method based
upon the following estimated useful lives:

<TABLE>
<CAPTION>

                                                                                   YEARS
                                                                                   -----
         <S>                                                                    <C>
         Building and improvements                                              31.5 and 40
         Land improvements                                                          15
         Furniture, fixtures and equipment                                        4 to 15

</TABLE>

         Construction allowances for tenant improvements are capitalized and
amortized over the terms of each specific lease. Repairs and maintenance are
charged to expense when incurred. Expenditures for improvements are
capitalized. When assets are sold or retired, their cost and related
accumulated depreciation are removed from the accounts with the resulting
gains or losses reflected in operations.

         The Company annually reviews the recoverability of the carrying
value of its investment in real estate. The reviews are conducted by
estimating the fair value of its properties generally by analysis and
comparison of the capitalized values of the expected net operating cash flows
of the properties. If management determines that an impairment of property
has occurred, the carrying value of such property will be reduced to its fair
value.

         CASH AND CASH EQUIVALENTS

         For purposes of the consolidated financial statements, the Company
considers all liquid investments purchased with original maturities of three
months or less to be cash equivalents.

         INVESTMENT IN AND ADVANCES TO AFFILIATE

         The Company accounts for its investment in affiliate using the
equity method whereby its cost of the investment is adjusted for its share of
equity in net income or loss from the date of acquisition and reduced by
distributions received.

         ESTIMATES

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

         INCOME TAXES


                                       F-9
<PAGE>

         The Company qualifies as a real estate investment trust ("REIT") under
sections 856-860 of the Internal Revenue Code beginning January 1, 1994. In
order to qualify as a REIT, the Company is required to distribute at least 95%
of its taxable income to shareholders and to meet certain asset and income tests
as well as certain other requirements. As a REIT, the Company will generally not
be liable for Federal income taxes, provided it satisfies the necessary
distribution requirements. The distributions declared and paid for the years
ended December 31, 1997, 1996 and 1995 represent a return of capital of
approximately 12%, 51% and 54%, respectively.

         EARNINGS PER COMMON SHARE

         In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings per Share," which became effective for both interim
and annual financial statement periods ending after December 15, 1997. As
required by this statement, the Company adopted the new standards for computing
and presenting earnings per share ("EPS") for 1997, and for all prior period
earnings per share data presented. Following are the reconciliations of the
numerators and denominators of the basic and diluted EPS.

<TABLE>
<CAPTION>

                                                                                          YEARS ENDED DECEMBER 31,
                                                                                          ------------------------
                                                                             1997                   1996                1995
                                                                             ----                   ----                ----
<S>                                                                      <C>                 <C>                 <C>
Numerators:
    Income before extraordinary items                                    $     27,260        $     18,272        $      8,844
       Dividends on preferred shares                                             (901)                  -                   -
       Dividends on convertible preferred stock                                     -                (947)             (1,002)
                                                                         ------------        ------------        ------------

       Income available to common shareholders
          before extraordinary item - for basic and diluted EPS          $     26,359        $     17,325        $      7,842
       Extraordinary items                                                          -              (3,331)               (632)
                                                                         ------------        ------------        ------------

    Net income available to common shareholders - for
       basic and diluted EPS                                             $     26,359        $     13,994        $      7,210
                                                                         ============        ============        ============

Denominators:

    Weighted average common shares outstanding - for
          basic EPS                                                        18,634,850          13,890,049           9,236,612
       Effect of dilutive securities - options                                312,280             285,913             121,810
                                                                         ------------        ------------        ------------
    Weighted average common shares outstanding - for
          diluted EPS                                                      18,947,130          14,175,962           9,358,422
                                                                         ============        ============        ============

</TABLE>

         The assumed conversion of the convertible subordinated debentures
into common shares for purposes of computing diluted EPS by adding interest
expense for the debentures to the numerators and adding assumed share
conversions to the denominators for 1997, 1996 and 1995 would be anti
dilutive. The assumed conversion of the convertible preferred stock in 1996
and 1995 would also be anti dilutive.

         RECLASSIFICATIONS

         Certain items presented in the consolidated statements of operations
for prior periods have been reclassified to conform with current
classifications with no effect on results of operations.


                                       F-10

<PAGE>


ACCOUNTING PRONOUNCEMENTS

         In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income" and SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information." Both SFAS No. 130 and SFAS No. 131 are
effective for financial statements for years beginning after December 15,
1997. SFAS No. 130 requires the reporting of comprehensive income beginning
1998 and SFAS No. 131 establishes standards for publicly-held business
enterprises to report information about operating segments in annual
financial statements and requires that these enterprises report selected
information about operating segments in interim financial reports issued to
shareholders. The Company plans to adopt SFAS No. 130 and No. 131 in 1998.

4.       PROPERTY ACQUISITIONS AND DISPOSITIONS

         During each of the years ended December 31, 1997 and 1996, the
Company acquired twenty-one and fifteen properties, respectively, consisting
principally of single-tenant buildings for an aggregate amount of
approximately $124,923 and $103,532, respectively. Substantially all
properties were acquired in singular transactions, and except for one
transaction in 1997 and three transactions in 1996, were acquired from
unrelated third parties. The properties were funded with borrowings under the
Company's lines of credit, proceeds from properties sold during 1997 and
1996, from proceeds of public offerings of the Company's common shares
completed on July 2, 1996 and March 6, 1997, and from proceeds of a public
offering of the Company's preferred shares completed on November 10, 1997.
The acquisitions have been accounted for utilizing the purchase method of
accounting, and accordingly, the results of operations of the acquired
properties are included in the consolidated statements of operations from the
dates of acquisition.

         The Company disposed of three properties during the year ended
December 31, 1997 and eight properties during the year ended December 31,
1996.


                                     F-11
<PAGE>

         Due to the effect of the July, 1996 public offering, the March, 1997
public offering, the November, 1997 public offering and the acquisitions and
dispositions of properties, the historical results are not indicative of the
future results of operations. The following unaudited pro forma information
is presented as if the 1995 and 1996 acquisitions and dispositions of
properties, the July, 1996 public offering, and the corresponding repayment
of certain debt had occurred on January 1, 1995, and as if the March, 1997
public offering, the November 1997 public offering, the corresponding
repayment of certain debt, and the 1997 acquisitions and dispositions had all
occurred on January 1, 1996 (or on the date the property first commenced
operations with a third party tenant, if later). The unaudited pro forma
information is based upon the historical consolidated statements of
operations before any extraordinary items and does not purport to present
what actual results would have been had the transactions, in fact, occurred
at the beginning of 1996 or 1995, or to project results for any future period.

<TABLE>
<CAPTION>

                                                                              PROFORMA FOR THE YEARS
                                                                              ----------------------
                                                                          ENDED DECEMBER 31, (UNAUDITED)
                                                                          ------------------------------
                                                                       1997            1996             1995
                                                                       ----            ----             ----
         <S>                                                        <C>             <C>              <C>
         Total revenues                                             $ 91,299        $ 80,294         $ 57,411
         Total expenses                                               59,108          50,103           41,764
                                                                    --------        --------         --------
         Income before extraordinary item                             32,191          30,191           15,647
         Preferred dividends                                          (6,360)         (7,307)          (1,002)
                                                                    --------        --------         --------
         Income available to common shareholders
             before extraordinary item                              $ 25,831        $ 22,884         $ 14,645
                                                                    ========        ========         ========

         Per share income available to common shareholders
             before extraordinary item:
                Basic                                               $   1.39        $   1.28         $   1.14
                Diluted                                             $   1.36        $   1.26         $   1.13
</TABLE>

5.       MORTGAGE NOTES RECEIVABLE

         As of December 31, 1997 and 1996, the Company had notes receivable
outstanding of $9,668 and $22,665, respectively, consisting of mortgage loans
and construction loans. The notes bear interest from 8.25% to 11.25% and mature
from March, 1998 to June, 2010.


         As of December 31, 1997 mortgage notes receivable mature as follows:

<TABLE>

         <S>                                                                        <C>
         1998....................................................                   $     17
         1999....................................................                         24
         2000....................................................                      8,782
         2001....................................................                         41
         2002....................................................                         50
         Thereafter..............................................                        754
                                                                                    --------
                  Total.........................................                    $  9,668
                                                                                    ========
</TABLE>

         Based on borrowing rates available at the end of 1997 and 1996 for
mortgage loans with similar terms and maturities, the fair value of the mortgage
notes receivable approximates the carrying values.

         Land and buildings have been pledged as collateral for the above notes
receivable.

6.       INVESTMENT IN AND ADVANCES TO AFFILIATE

         The Company holds approximately 99% of the economic interest in
CenterPoint Realty Services Corporation ("CRS"). To maintain compliance with
limitations on income from business activities received by


                                     F-12
<PAGE>

REITs and their qualified REIT subsidiaries, the Company holds its interest
in CRS in the form of non-voting equity ownership which qualifies as an
unconsolidated taxable subsidiary.

         As of December 31, 1997 and 1996, the Company had an outstanding
balance due from CRS of $7,868 and $6,333, respectively, under a demand loan
with an interest rate of 8.125%. The proceeds of the loans were required for
development projects.

         Certain revisions to the Company's previously issued financial
statements described in Note 2 are derived from revisions to the 1997 financial
statements of CRS. Accordingly, the summarized financial information of CRS as
of December 31, 1997 and for the year then ended (shown below) have been
revised.

Summarized financial information of CRS is shown below.


Balance Sheets:

<TABLE>
<CAPTION>

                                                     DECEMBER 31,
                                                     ------------
                                                 1997
                                               REVISED          1996
                                               -------          ----
<S>                                           <C>             <C>
Assets:
     Investment in real estate                $ 11,140        $ 10,024
     Notes receivable                               59
     Other assets                                  832           1,050
                                              --------        --------
                                              $ 12,031        $ 11,074
                                              ========        ========

Liabilities:
     Note payable to affiliate                $  7,868        $  6,333
     Other liabilities                             929           3,566
                                              --------        --------
                                                 8,797           9,899

Stockholder's equity                             3,234           1,175
                                              --------        --------
                                              $ 12,031        $ 11,074
                                              ========        ========

</TABLE>

Statements of Operations:

<TABLE>
<CAPTION>

                                              YEARS ENDED DECEMBER 31,
                                              ------------------------
                                                1997
                                               REVISED          1996
                                               -------          ----
<S>                                           <C>             <C>
Total Income                                  $ 40,092        $ 16,000
Operating Expenses                             (36,627)        (14,261)
Provision for income taxes                      (1,305)           (659)
                                              --------        --------

Net income                                    $  2,160        $  1,080
                                              ========        ========
</TABLE>

7.       MORTGAGE NOTES PAYABLE

         MORTGAGE NOTES PAYABLE

         As of December 31, 1997 and 1996, the Company had mortgage notes
payable outstanding of $84,075 and $92,231, respectively. The mortgage notes are
collateralized by two designated pools of properties in both 1997 and 1996 and
two and three other individual properties, at December 31, 1997 and 1996,
respectively.

         One of the designated pool of properties consists of 20 properties
collateralizing $50,000 bonds at December 31, 1997 and 1996, bearing interest of
7.62% and maturing in November, 2002. The second designated


                                      F-13
<PAGE>

pool of properties consists of 18 properties collateralizing $30,000 of debt
at December 31, 1997 and 1996, bearing interest of 6.91% and maturing in May,
1999.

         The other mortgage notes payable aggregate $4,075 and $12,231 at
December 31, 1997 and 1996, respectively, and bear interest ranging from 6.9% to
8.0%. In October, 1997, $8,156 of mortgage notes were repaid. The mortgage notes
outstanding as of December 31, 1997, mature from November, 1998 to October,
2000.

         REVENUE BONDS

         As of December 31, 1997 and 1996, the Company had revenue bonds,
consisting of Economic Development Revenue Bonds issued by the City of Gary,
Indiana ($22,220 outstanding at December 31, 1997 and 1996) and Variable/Fixed
Rate Demand Special Facilities Airport Revenue Bonds issued by the City of
Chicago, Illinois ($55,000 outstanding at December 31, 1997).

         The Economic Development Revenue Bonds issued by the City of Gary,
Indiana are collateralized by a letter of credit. The letter of credit contains
certain financial covenants pertaining to the tangible net worth and liabilities
in relation to portfolio value of the Company. In April 1996, the bonds
outstanding at December 31, 1995 were refunded. The new bonds were issued in two
series; $20,540,000 tax exempt and $1,680,000 taxable, bearing interest in the
Weekly Adjustable Interest Rate Mode at a rate determined by the Remarketing
Agent (4.20% on the tax exempt bonds and 6.10% on the taxable bonds at December
31, 1997). The new bonds require monthly payments of interest only and mature in
March, 2031.

         The Variable/Fixed Rate Demand Special Facilities Airport Revenue Bonds
issued by the City of Chicago, Illinois are enhanced by a letter of credit. The
letter of credit contains certain financial convenants pertaining to
consolidated net worth. The tax-exempt bonds bear initial interest at a Weekly
Adjustable Interest Rate, which from time to time may be changed by the Company,
at a rate determined by the Remarketing Agent (3.95% at December 31, 1997). The
bonds require monthly payments of interest only and mature in September, 2032.
Of the original proceeds, the Company holds $34,593 in escrow at December 31,
1997 for future construction costs.


As of December 31, 1997 mortgage notes mature as follows:

<TABLE>
        <S>                                                                        <C>
         1998....................................................................    $  3,500
         1999....................................................................      30,000
         2000....................................................................         575
         2001....................................................................           0
         2002....................................................................      50,000
         Thereafter..............................................................      77,220
                                                                                     --------
                  Total..........................................................    $161,295
                                                                                     ========
</TABLE>

         Based on borrowing rates available to the Company at the end of 1997
and 1996 for mortgage loans with similar terms and maturities, the fair value of
the mortgage notes payable approximates the carrying values.

         Land, buildings and equipment related to such mortgages with an
aggregate net book value of approximately $199,000 at December 31, 1997 have
been pledged as collateral for the above debt.

8.       LINE OF CREDIT

         In October, 1996, the Company obtained a $135 million unsecured line of
credit, and subsequently increased the line to $150 million in November 1997.
The current interest rate is LIBOR plus .80% for LIBOR borrowings (a range of
6.8% to 6.863% at December 31, 1997) and Prime Rate (8.5% at December 31, 1997)
for other borrowings. The Company may receive competitive bids for up to half
its commitment (a range of 6.60% to 6.75% at December 31, 1997). The line
requires payments of interest only when LIBOR contracts mature and


                                     F-14

<PAGE>

monthly on borrowings under Prime Rate. The line matures on October 24, 1999.
There is a fee of 1/5% per year on the total line commitment. At December 31,
1997 and 1996, the Company had $52,300 and $88,900, respectively, available
under the line. As the line of credit is at a variable rate, the carrying
value approximates fair value.

9.       EXTRAORDINARY ITEM

         In 1996 and 1995, the Company incurred losses of $3,331 (per share -
basic $0.24; diluted $0.23) and $632 (per share - basic $0.07; diluted $0.07),
respectively, representing a write off of unamortized deferred financing costs
as a result of early extinguishment of certain debt obligations.

10.      CONVERTIBLE SUBORDINATED DEBENTURES PAYABLE

         Concurrent with the initial public offering in December, 1993, the
Company issued $58,500 of convertible subordinated debentures ("Debentures") due
2004. At December 31, 1997 and 1996, $11,740 and $14,380 of debentures were
outstanding, respectively. The Debentures are unsecured general obligations of
the Company and are subordinate to all existing and subsequently incurred
indebtedness of the Company. The Debentures are optionally redeemable by the
Company, at par, commencing December 4, 1998. Holders may convert the Debentures
at any time, without premium, to Common Shares of the Company at a conversion
price of $18.25 per share, subject to certain adjustments. The Debentures bear
interest at 8.22% per annum, payable semiannually on January 15 and July 15 of
each year, commencing July 15, 1994. During 1997, 1996 and 1995 debentures
totaling $2,640, $8,864 and $20,754, respectively, were converted into shares of
common stock. Based principally on the conversion feature and share price of
common stock at the end of 1997 and 1996, the fair value of the outstanding
Debentures approximates $22,595 and $25,805, respectively.

11.      RELATED PARTY TRANSACTIONS

         In December 1997, the Company purchased a fully leased building,
located in Des Plaines, Illinois, from a partnership, in which one of the
Company's Senior Officers and a Company Director were limited partners, for
approximately $4.7 million. In June, 1996, the Company acquired three properties
in which the Company's Chief Operations Officer and Director, and the Company's
Executive Vice President of Acquisitions during 1996 had an interest and, in
which they, continue to own an insignificant interest in two of the properties.
The three properties were purchased for an aggregate amount of approximately
$24.6 million. The above transactions satisfied the Company's investment
criteria and were approved by the Company's independent directors.

         Notes payable at December 31, 1997 and 1996 includes amounts payable to
related parties as a consequence of properties acquired and settlement of tax
reimbursement obligations of the Company during 1996 totaling $33 and $483,
respectively.

12.      SHAREHOLDERS' EQUITY

         COMMON SHARES OF BENEFICIAL INTEREST

         As of December 31, 1997 the Company has reserved 584,229 Common Shares
for future issuance under the 1993 Stock Option Plan, 119,596 Common Shares for
future issuance under the 1995 Restricted Stock Incentive Plan, 67,713 Common
Shares for future issuance under the 1995 Director Stock Plan, 643,288 Common
Shares for issuance upon the conversion of the Debentures and 1,000,000 Common
Shares for future issuance under the dividend reinvestment and stock purchase
plan.

         CLASS B COMMON SHARES OF BENEFICIAL INTEREST

         On September 22, 1995, the Company completed a $50 million private
equity placement of non-voting preferred shares of beneficial interest. In May,
1996, the preferred shares of beneficial interest automatically


                                     F-15

<PAGE>

converted, on a share for share basis, to non-voting Class B Common Shares,
upon shareholder approval of an amendment to the Company's charter permitting
non-voting Class B Common Shares at the Company's annual meeting. The
distribution on the non-voting shares is equal to the distribution paid on
the voting shares of the Company plus an additional $.0468 per share. Unless
previously converted, after three years, the shares will be converted to
voting common shares on a share for share basis up to 4.9 percent of the
Company's then outstanding voting shares with all shares to fully convert
within ten years. As the shares convert to voting common, the distribution
paid shall be the same as all other voting common shares.


                                     F-16

<PAGE>

         PREFERRED SHARES OF BENEFICIAL INTEREST

         On November 10, 1997, the Company issued 3 million shares of 8.48%
Series A Cumulative Redeemable Preferred Shares of Beneficial Interest
("Preferred Shares") at a purchase price of $25 per share. Dividends on the
Preferred Shares are cumulative from the date of issuance and payable quarterly
commencing on January 30, 1998. The payment of dividends and amounts upon
liquidation will rank senior to the Common Shares and Class B Common Shares,
which are the only other shares of the Company currently outstanding. The
Preferred Shares are not redeemable prior to October 30, 2002. On or after
October 30, 2002 the Preferred Shares will be redeemable for cash at the option
of the Company, in whole or part, at the redemption price of $25 per share, plus
dividends accrued and unpaid to the redemption date. The Preferred Shares are
not convertible into or exchangeable for any other property or securities of the
Company.

         RESTRICTED STOCK INCENTIVE PLAN

         Under the terms of the 1995 Restricted Stock Incentive Plan, adopted in
1995 the Company initially reserved 150,000 common shares for future grants. In
1997, 1996 and 1995 certain key employees were granted 12,444, 8,290 and 9,670
restricted shares, respectively. Shares were awarded in the name of each of the
participants, who have all the rights of other common shareholders, subject to
certain restrictions and forfeiture provisions. Restrictions on the shares
expire no more than eight years after the date of award, or earlier if certain
performance targets are met.

         Under the terms of the Company's Restricted Stock Grant Agreements,
certain key employees were granted 7,829 restricted shares of the Company's
common shares in 1995. Shares were awarded in the name of each of the employees,
who have all the rights of other common shareholders, subject to certain
restrictions and for future provisions. Restrictions on the shares expired one
year after the date of the award.

         Unearned compensation is recorded at the date of awards based on the
market value of shares. Unearned compensation, which is shown as a separate
component of shareholders' equity, is being amortized to expense over the eight
year vesting period. The amount amortized to expense during 1997, 1996 and 1995
was $214, $118 and $90, respectively.

         DIRECTOR STOCK PLAN

         The 1995 Director Stock Plan is for an aggregate of 75,000 common
shares and provides that each independent director, upon election or re-election
to the Board, may elect to receive 50% of his annual retainer fee in Common
Shares at the market price on such date. In 1997, 1996 and 1995, 1,921, 2,516
and 2,850 Common Shares were issued under this plan, respectively. In connection
with the issuance of such shares, $57, $57 and $57 was charged to expense in
1997, 1996 and 1995, respectively.

13.      STOCK OPTION PLAN

         The Company has adopted the 1993 Stock Option Plan (the "Plan") and in
May, 1996, increased the maximum number of shares from 750,000 to 1,500,000
common shares of beneficial interest which may be granted for qualified and
non-qualified options. The Company adopted the Plan to provide additional
incentives to attract and retain directors, officers and key employees. The Plan
was amended in 1995 to provide that each independent director receive an option
for 3,000 common shares of beneficial interest at fair market value at the time
of being elected or re-elected to the Board. Options are to be granted by the
Compensation Committee of the Board of Directors. The term of the option shall
be fixed by the Compensation Committee, but no option shall be exercisable more
than 10 years after the date of grant.

         The options granted are at fair market value on the date of grant, are
for 10 year terms and become exercisable in 20% annual increments after one year
from date of grant. Option activity for the three years ended December 31, 1997
is as follows:


                                     F-17

<PAGE>
<TABLE>
<CAPTION>
                                                         1997                  1996                  1995
                                                         ----                  ----                  ----
                                                           WEIGHTED              WEIGHTED               WEIGHTED
                                                            AVERAGE               AVERAGE                AVERAGE
                                                           EXERCISE              EXERCISE               EXERCISE
                                                   SHARES    PRICE       SHARES    PRICE       SHARES     PRICE
                                                   ----------------      ----------------      -----------------
<S>                                              <C>       <C>          <C>       <C>         <C>       <C>
Outstanding at beginning of year                   683,480  $19.20       606,839  $18.59      494,460   $18.37
   Granted                                         241,769   31.38       104,428   22,50      112,979    19.55
   Exercised                                      (149,715)  19.19       (27,787)  18.28         (600)   18.25
   Expired                                         (34,865)  24.73             -                    -
                                                  --------               -------              -------
Outstanding at end of year                         740,669  $22.92       683,480  $19.20      606,839   $18.59
                                                  ========               =======              =======

Exercisable at end of year                         327,137               282,784              189,084

Available for future grant at year end             584,229               791,133              145,561

Weighted average per share fair value of
   options granted during the year                   $3.65                 $2.43                $2.41

</TABLE>

         The fair value of each option grant was estimated on the date of grant
using the Black-Scholes option-pricing model with the following assumptions:

<TABLE>
<CAPTION>
                                                                   1997             1996              1995
                                                                   ----             ----              ----
<S>                                                            <C>              <C>               <C>
         Risk free interest rate                                   6.4%             6.1%              7.0%
         Dividend yield                                            6.5%             6.5%              6.5%
         Expected lives                                         6 years          6 years           6 years
         Expected volatility                                      17.5%            17.4%             17.4%
</TABLE>
         The following table summarized information about stock options at
December 31, 1997:

<TABLE>
<CAPTION>
                                 OPTIONS OUTSTANDING                                     OPTIONS EXERCISABLE
                                 -------------------                                     -------------------
                                                 WEIGHTED
                                                  AVERAGE           WEIGHTED                         WEIGHTED
                                  NUMBER         REMAINING           AVERAGE         NUMBER           AVERAGE
             RANGE OF           OUTSTANDING     CONTRACTUAL         EXERCISE       EXERCISABLE       EXERCISE
          EXERCISE PRICE        AT 12/31/97         LIFE             PRICE         AT 12/31/97        PRICE
          --------------        -----------     -----------        ---------       -----------       --------
        <S>                     <C>            <C>                <C>              <C>               <C>
         $18.25-$31.50            740,669        7.8 years           $22.92           327,137          $18.66
</TABLE>
         The Company has applied Accounting Principles Board Opinion No. 25 and
related interpretations in accounting for its Plan, accordingly, no compensation
costs have been recognized. Had compensation costs for the Company's Plan been
determined based on the fair value at the grant date for options granted in
1997, 1996 and 1995 in accordance with the method required by Statement of
Financial Accounting Standards No. 123, the Company's net income and net income
per share would have been reduced to the pro forma amounts as follows:

<TABLE>
<CAPTION>
                                                                        Year ended December 31,
                                                                 (in thousands, except per share data)
                                                                  -----------------------------------
                                                             1997                1996            1995
                                                             ----                ----            ----
<S>                                                        <C>                 <C>             <C>
Net income available to common shareholders
    As reported                                             $26,359            $13,994         $7,210
    Pro forma                                               $26,221             13,901          7,169

Per share net income available to common shareholders
    As reported
       Basic                                                   1.41               1.01           0.78


                                     F-18

<PAGE>

       Diluted                                                 1.39               0.99           0.77

    Pro forma
       Basic                                                   1.41               1.00           0.78
       Diluted                                                 1.38               0.98           0.77
</TABLE>

14.      FUTURE RENTAL REVENUES

         Under existing noncancelable operating lease agreements as of December
31, 1997, tenants of the warehouse/industrial properties are committed to pay in
aggregate the following minimum rentals:

<TABLE>
        <S>                                                                           <C>
         1998.....................................................................     $ 60,765
         1999.....................................................................       52,448
         2000.....................................................................       43,926
         2001.....................................................................       35,683
         2002.....................................................................       29,339
         Thereafter...............................................................       88,670
                                                                                       --------
                 Total............................................................     $310,831
                                                                                       ========
</TABLE>

         At December 31, 1997, 630 of the total 682 apartments available for
rental at the Lakeshore Dunes property were leased. Lease terms are generally
for one year.

         No single tenant represented more than 10% of consolidated minimum
rents in 1997, 1996 and 1995.

15.      SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                               YEAR ENDED DECEMBER 31,
                                                                                               -----------------------
                                                                                       1997             1996             1995
                                                                                       ----             ----             ----
       <S>                                                                            <C>               <C>              <C>
         Supplemental disclosure of cash flow information:
                  Interest paid, net of interest capitalized                           $  11,820        $  10,603        $  13,344
                  Interest capitalized                                                       893              142               20
                  Dividends declared, not paid                                               901                -            4,952
                  Assignment of note receivable to affiliate                               4,650                -                -
                  Repayment of advance from affiliate
                       with real estate at book value                                     24,993                -                -

         In  conjunction with the property acquisitions, the Company
             assumed the following assets and liabilities:

                  Purchase of real estate                                              $ 125,352        $ 103,532        $  65,828
                  Liabilites, net of other assets                                         (3,262)          (4,956)          (2,250)
                  Mortgage notes payable                                                                  (13,308)            (575)
                  Issuance of Common Stock                                                                                  (1,122)
                                                                                       ---------        ---------        ---------
                  Acquisition of real estate                                           $ 122,090        $  85,268        $  61,881
                                                                                       =========        =========        =========
         In  conjunction with the property dispositions, the Company
             disposed of the following assets and liabilities:

                  Sale of real estate                                                  $ (12,877)       $ (22,481)       $  (2,429)
                  Liabilities, net of other assets                                          (633)           1,421               45
                  Mortgage notes payable                                                                    2,069
                                                                                       ---------        ---------        ---------
                  Disposition of real estate                                           $ (13,510)       $ (18,991)       $  (2,384)
                                                                                       =========        =========        =========


                                     F-19

<PAGE>

         Conversion of convertible subordinated debentures payable:

                  Convertible subordinated dentures converted                          $   2,640        $   8,864        $  20,754
                  Common shares issued at $18.25 per share;
                      144,640, 485,680 and 1,137,165                                       2,639            8,863           20,753
                                                                                       ---------        ---------        ---------
                  Cash disbursed for fractional shares                                 $       1        $       1        $       1
                                                                                       =========        =========        =========
</TABLE>

16.      COMMITMENTS AND CONTINGENCIES

         In the normal course of business, from time to time, the Company is
involved in legal actions relating to the ownership and operations of its
properties. In management's opinion, the liabilities, if any, that may
ultimately result from such legal actions are not expected to have a materially
adverse effect on the consolidated financial position, results of operations, or
liquidity of the Company.

         The Company has entered into several contracts for the acquisition of
properties. Each acquisition is subject to satisfactory completion of due
diligence and, in the case of developments, completion and occupancy of the
project.

         At December 31, 1997, seven of the properties owned are subject to
purchase options held by certain tenants. The purchase options are exercisable
at various intervals through 2006 for amounts which are greater than the net
book value of the assets. The tenant at a property in Woodale, IL exercised its
option to purchase the building in May, 1997.


                                     F-20

<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders
CenterPoint Properties Trust


         Our report on the consolidated financial statements of CenterPoint
Properties Trust and Subsidiaries is included as page F-2 of this Form 10-K/A.
In connection with our audits of such financial statements, we have also audited
the related financial statement schedules listed in the Index to Consolidated
Financial Statements on page F-1 of this Form 10-K/A.

         In our opinion, these revised financial statement schedules referred to
above, when considered in relation to the basic financial statements taken as a
whole, present fairly, in all material respects, the information required to be
included therein.


Chicago, Illinois                                     PRICEWATERHOUSECOOPERS LLP
November 15, 1999


                                     F-21

<PAGE>


CENTERPOINT PROPERTIES TRUST
                                         VALUATION AND QUALIFYING ACCOUNTS
                                                    SCHEDULE II
                                              (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                          BEGINNING    CHARGE TO COST                                      ENDING
                                           BALANCE      AND EXPENSES      RECOVERIES     DEDUCTIONS(a)     BALANCE
                                          ---------    --------------     ----------     -------------     -------
DESCRIPTION
-----------
<S>                                        <C>          <C>               <C>             <C>               <C>
For year ended December 31, 1997:
  Allowance for doubtful accounts               $748               $279        $ -               ($755)         $272
For year ended December 31, 1996:               ====                ===        ===               ======          ===
  Allowance for doubtful accounts                500                462          -                (214)          748
For year ended December 31, 1995:                ===                ===        ===                =====          ===
  Allowance for doubtful accounts               $120               $433          -                 (53)         $500
                                                ====               ====        ===                 ===          ====
</TABLE>
---------------------------
NOTE:    (a) Deductions represent write-off of accounts receivable against the
             allowance for doubtful accounts.


                                     F-22

<PAGE>

          CENTERPOINT PROPERTIES CORPORATION AND SUBSIDIARIES       SCHEDULE III
               REAL ESTATE AND ACCUMULATED DEPRECIATION
                        AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                            INITIAL COSTS            COSTS CAPITALIZED          GROSS AMOUNTS AT WHICH
                                        ---------------------    SUBSEQUENT TO ACQUISITION     CARRIED AT CLOSE OF PERIOD
                                                BUILDINGS AND  -----------------------------   --------------------------
                          ENCUMBRANCES          IMPROVEMENTS         BUILDINGS AND  CARRYING              BUILDINGS AND
DESCRIPTION                   (e)         LAND      (a)        LAND  IMPROVEMENTS   COSTS (b)    LAND      IMPROVEMENTS  TOTAL(c)(d)
--------------------      ------------  -------   -----------  ----  -------------  ---------  -------    -------------  -----------
<S>                       <C>           <C>       <C>          <C>   <C>            <C>        <C>        <C>            <C>
WAREHOUSE/INDUSTRIAL
  PROPERTIES:

425 W. 151st Street
  East Chicago, IN                      $  252    $ 1,805      $ 33    $ 4,410       $ 1,155   $  285        $ 7,370       $ 7,655
201 Mississippi Street
  Gary, IN                 $50,000(h)      807      9,948       275     14,697                  1,082         24,645        25,727
1201 Lunt Avenue
  Elk Grove Village, IL           (h)       57        146                    4                     57            150           207
620 Butterfield Road
  Mundelein, IL             30,000(g)      335      1,974        61                               396          1,974         2,370
1319 Marquette Drive
  Romeoville, IL                  (h)      948      2,530                    7                    948          2,537         3,485
900 E. 103rd Street
  Chicago, IL                            2,226     10,693                3,631                  2,226         14,324        16,550
1520 Pratt Avenue
  Elk Grove Village, IL           (h)      498      1,558                    6                    498          1,564         2,062
1850 Greenleaf
  Elk Grove Village, IL                    509      1,386                    1                    509          1,387         1,896
2743 Armstrong Court
  Des Plaines, IL                        1,320      2,679                  133                  1,320          2,812         4,132
5990 Touhy Avenue
  Niles, IL                              2,047      8,509                1,073                  2,047          9,582        11,629
950 Tower Road
  Mundelein, IL                   (h)      171        778                  131                    171            909         1,080
2339 Ernie Krueger Court
  Waukegan, IL                    (g)      158      1,819                                         158          1,819         1,977
4501 W. Augusta Blvd.
  Chicago, IL                              175      4,988                  700                    175          5,688         5,863
1800 Industrial Drive
  Libertyville, IL                (h)      673      3,741       395      4,452                  1,068          8,193         9,261
1400 Busse Road
  Elk Grove Village, IL                    439      5,719                  277                    439          5,996         6,435
1250 Carolina Drive
  West Chicago, IL                (g)      583      3,836                  231                    583          4,067         4,650
5619 W. 115th Street
  Alsip, IL                       (h)    2,267     12,169                1,621                  2,267         13,790        16,057
825 Tollgate Road
  Elgin, IL                       (g)      712      3,584                   12                    712          3,596         4,308
720 Frontenac
  Naperville, IL                  (g)    1,014      4,055        22        102                  1,036          4,157         5,193
820 Frontenac
  Naperville, IL                  (g)      906      3,626                   17                    906          3,643         4,549
1120 Frontenac
  Naperville, IL                  (g)      791      3,164        23        612                    814          3,776         4,590
1510 Frontenac
  Naperville, IL                  (g)      621      2,485        16         69                    637          2,554         3,191
1020 Frontenac
  Naperville, IL                  (g)      591      2,363        11        214                    602          2,577         3,179
1560 Frontenac
  Naperville, IL                  (g)      508      2,034        11         66                    519          2,100         2,619

<CAPTION>
                                                                   LIFE UPON
                                                                     WHICH
                                                                  DEPRECIATION
                                                                   IN LATEST
                                                                     INCOME
                           ACCUMULATED      DATE OF       DATE    STATEMENT IS
DESCRIPTION               DEPRECIATION   CONSTRUCTION   ACQUIRED    COMPUTED
--------------------      ------------   ------------   --------  ------------
<S>                       <C>           <C>             <C>       <C>
WAREHOUSE/INDUSTRIAL
  PROPERTIES:

425 W. 151st Street
  East Chicago, IN          $(2,555)    1913/1988-1990    1987        (f)
201 Mississippi Street
  Gary, IN                   (8,286)    1946/1985-1988    1985        (f)
1201 Lunt Avenue
  Elk Grove Village, IL         (19)        1971          1993        (f)
620 Butterfield Road
  Mundelein, IL                (254)        1990          1993        (f)
1319 Marquette Drive
  Romeoville, IL               (326)      1990-1991       1993        (f)
900 E. 103rd Street
  Chicago, IL                (1,710)        1910          1993        (f)
1520 Pratt Avenue
  Elk Grove Village, IL        (201)        1968          1993        (f)
1850 Greenleaf
  Elk Grove Village, IL        (178)        1965          1993        (f)
2743 Armstrong Court
  Des Plaines, IL              (354)      1989-1990       1993        (f)
5990 Touhy Avenue
  Niles, IL                  (1,140)        1957          1993        (f)
950 Tower Road
  Mundelein, IL                (109)        1979          1993        (f)
2339 Ernie Krueger Court
  Waukegan, IL                 (234)        1990          1993        (f)
4501 W. Augusta Blvd.
  Chicago, IL                  (693)      1942-1943       1993        (f)
1800 Industrial Drive
  Libertyville, IL             (761)      1992-1993       1993        (f)
1400 Busse Road
  Elk Grove Village, IL        (764)        1987          1993        (f)
1250 Carolina Drive
  West Chicago, IL             (506)      1989-1990       1993        (f)
5619 W. 115th Street
  Alsip, IL                  (1,704)        1974          1993        (f)
825 Tollgate Road
  Elgin, IL                    (462)      1989-1991       1993        (f)
720 Frontenac
  Naperville, IL               (529)        1991          1993        (f)
820 Frontenac
  Naperville, IL               (467)        1988          1993        (f)
1120 Frontenac
  Naperville, IL               (468)        1980          1993        (f)
1510 Frontenac
  Naperville, IL               (325)        1986          1993        (f)
1020 Frontenac
  Naperville, IL               (313)        1980          1993        (f)
1560 Frontenac
  Naperville, IL               (267)        1987          1993        (f)
</TABLE>


                                                              F-23
<PAGE>

<TABLE>
<CAPTION>
                                            INITIAL COSTS            COSTS CAPITALIZED          GROSS AMOUNTS AT WHICH
                                        ---------------------    SUBSEQUENT TO ACQUISITION     CARRIED AT CLOSE OF PERIOD
                                                BUILDINGS AND  -----------------------------   --------------------------
                          ENCUMBRANCES          IMPROVEMENTS         BUILDINGS AND  CARRYING              BUILDINGS AND
DESCRIPTION                   (e)         LAND      (a)        LAND  IMPROVEMENTS   COSTS (b)    LAND      IMPROVEMENTS  TOTAL(c)(d)
--------------------      ------------  -------   -----------  ----  -------------  ---------  -------    -------------  -----------
<S>                       <C>           <C>       <C>          <C>   <C>            <C>        <C>        <C>            <C>
1500 Shore Road
  Naperville, IL                  (g)      260      1,042         7         37                    267         1,079          1,346
800 Enterprise
  Naperville, IL                  (g)      212        849         6         25                    218           874          1,092
1651 Frontenac
  Naperville, IL                  (g)      185        742         5         19                    190           761            951
1150 Shore Road
  Naperville, IL                  (g)      184        736         5         22                    189           758            947
2764 Golfview
  Naperville, IL                  (g)      125        498         3         27                    128           525            653
920 Frontenac
  Naperville, IL                  (g)      717      2,367                  482                    717         2,849          3,566
1300 Northpoint Road
  Waukegan IL                     (h)      592      2,366                   17                    592         2,383          2,975
1 Wildlife Way
  Long Grove, IL                  (h)      530      2,122                  122                    530         2,244          2,774
900 W. University Drive
  Arlington Heights, IL           (h)      817      3,268        17         96                    834         3,364          4,198
7001 Adams Street
  Willowbrook, IL                 (h)      297      1,326                    4                    297         1,330          1,627
745 Birginal Drive
  Bensenville, IL                          601      2,406                   16                    601         2,422          3,023
21399 Torrence Avenue
  Sauk Village , IL                      1,550      6,199       557        707                  2,107         6,906          9,013
2600 N. Elmhurst Road
  Elk Grove Village, IL.          (g)      842      3,366         8         46                    850         3,412          4,262
8901 W. 102nd Street
  Pleasant Prarie, WI             (h)      900      3,608                   36                    900         3,644          4,544
8200 100th Street
  Pleasant Prarie, WI             (h)    1,220      4,890                   42                  1,220         4,932          6,152
1700 Hawthorne
  West Chicago, IL                       2,522     10,089         1         25                  2,523        10,114         12,637
1015 E. State Parkway
  Schaumburg, IL                           190        760                   13                    190           773            963
245 Beinoris Drive
  Wood Dale, IL                   (h)      168        570                    5                    168           575            743
800-1000 Chase Avenue
  Elk Grove Village, IL                  2,250      9,001      (444)        41                  1,806         9,042         10,848
750 E. 110th Street
  Chicago, IL                              335      1,340        15        331                    350         1,671          2,021
825-845 Hawthorne
  West Chicago, IL                (g)      721      2,884        23        302                    744         3,186          3,930
1700 Butterfield Road
  Mundelein, IL                   (h)      343      1,371        (1)       141                    342         1,512          1,854
1810-1820 Industrial Drive
  Libertyville, IL                (h)      407      1,629        (5)        26                    402         1,655          2,057
1733 Downs Drive
  West Chicago                    (h)      488      1,953         1         22                    489         1,975          2,464
1645 Downs Drive
  West Chicago                    (h)      508      2,033         1        470                    509         2,503          3,012
10601 Seymour Avenue
  Franklin Park, IL                      2,020      8,081       183      1,034                  2,203         9,115         11,318
11701 South Central
  Alsip, IL                              1,241      4,964        22        618                  1,263         5,582          6,845

<CAPTION>
                                                                   LIFE UPON
                                                                     WHICH
                                                                  DEPRECIATION
                                                                   IN LATEST
                                                                     INCOME
                           ACCUMULATED      DATE OF       DATE    STATEMENT IS
DESCRIPTION               DEPRECIATION   CONSTRUCTION   ACQUIRED    COMPUTED
--------------------      ------------   ------------   --------  ------------
<S>                       <C>            <C>            <C>       <C>
1500 Shore Road
  Naperville, IL              (137)          1985         1993        (f)
800 Enterprise
  Naperville, IL              (111)          1985         1993        (f)
1651 Frontenac
  Naperville, IL               (97)          1978         1993        (f)
1150 Shore Road
  Naperville, IL               (96)          1985         1993        (f)
2764 Golfview
  Naperville, IL               (66)          1985         1993        (f)
920 Frontenac
  Naperville, IL              (320)          1987         1993        (f)
1300 Northpoint Road
  Waukegan IL                 (274)          1994         1994        (f)
1 Wildlife Way
  Long Grove, IL              (257)          1994         1994        (f)
900 W. University Drive
  Arlington Heights, IL       (372)          1974         1994        (f)
7001 Adams Street
  Willowbrook, IL             (146)          1994         1994        (f)
745 Birginal Drive
  Bensenville, IL             (272)          1974         1994        (f)
21399 Torrence Avenue
  Sauk Village , IL           (737)          1987         1994        (f)
2600 N. Elmhurst Road
  Elk Grove Village, IL.      (301)          1995         1995        (f)
8901 W. 102nd Street
  Pleasant Prarie, WI         (369)          1990         1994        (f)
8200 100th Street
  Pleasant Prarie, WI         (500)          1990         1994        (f)
1700 Hawthorne
  West Chicago, IL            (991)        1959/1969      1994        (f)
1015 E. State Parkway
  Schaumburg, IL               (77)          1980         1994        (f)
245 Beinoris Drive
  Wood Dale, IL                (73)          1988         1984        (f)
800-1000 Chase Avenue
  Elk Grove Village, IL       (848)          1972         1995        (f)
750 E. 110th Street
  Chicago, IL                 (142)          1966         1995        (f)
825-845 Hawthorne
  West Chicago, IL            (262)          1974         1995        (f)
1700 Butterfield Road
  Mundelein, IL               (121)          1976         1995        (f)
1810-1820 Industrial Drive
  Libertyville, IL            (133)          1977         1995        (f)
1733 Downs Drive
  West Chicago                (159)          1976         1995        (f)
1645 Downs Drive
  West Chicago                (198)          1976         1995        (f)
10601 Seymour Avenue
  Franklin Park, IL           (618)        1963/1965      1995        (f)
11701 South Central
  Alsip, IL                   (376)          1972         1995        (f)
</TABLE>


                                                            F-24
<PAGE>
<TABLE>
<CAPTION>
                                                           INITIAL COSTS                        COSTS CAPITALIZED
                                                   -------------------------------          SUBSEQUENT TO ACQUISITION
                                                                    BUILDINGS AND     ------------------------------------------
                                   ENCUMBRANCES                      IMPROVEMENTS                   BUILDINGS AND     CARRYING
DESCRIPTION                            (e)              LAND            (a)              LAND       IMPROVEMENTS     COSTS (b)
--------------------------------   ------------    -------------    --------------    ----------    -------------   ------------
<S>                                <C>             <C>              <C>               <C>           <C>             <C>
11601 South Central
  Alsip, IL                                               1,071             4,285            48              380
850 Arthur Avenue
  Elk Grove Village, IL                    575              270             1,081             1              230
1827 North Bendix Drive
  South Bend, IN                            (h)           1,010             4,040            24              105
4400 S. Kolmar
  Chicago, IL                               (h)             603             2,412             9               70
6600 River Road
  Hodgkins, IL                                            2,640            10,562            47              350
7501 N. 81st Street
  Milwaukee, WI                                           1,018             4,073            19               81
1100 Chase Avenue
  Elk Grove Village, IL                                     248               993             7              238
2553 N. Edgington
  Franklin Park, IL                      6,000            1,870             7,481            67              925
875 Fargo Avenue
  Elk Grove Village, IL                                     572             2,284            14              424
1800 Bruning Drive
  Itasca, IL                                              1,999             7,995            26              108
1501 Pratt
  Elk Grove Village, IL                                   1,047             4,189            67              459
400 N. Wolf Road
  Northlake, IL                                           4,504            18,017            49            6,735
10740 W. Grand Avenue
  Franklin Park, IL                                         383             1,532             8              172
911 Commerce Court
  Buffalo Grove, IL                                       1,171             4,686            14              475
16400 W. 103rd Street
  Lemont, IL                                                446             1,748            21              122
425 S. 37th Avenue
  St. Charles, IL                                           644             2,575             7              236
1500 W. Dundee Road
  Arlington Heights, IL                                   4,995            10,006        (1,076)           3,030
Lot 51-Naperville Business Center
  Naperville, IL                                            220                             (11)
3145 Central Avenue
  Waukeegan, IL                                           1,270             5,080            20            1,133
2003-2207 South 114th Street
  West Allis, WI                                            942             3,770             5               54
2501-2701 Busse Road
  Elk Grove Village, IL                                   1,875             7,556            12              733
6464 West 51st Street
  Forest View, IL                                           934             3,734             3              156
6500 West 51st Street
  Forest View, IL                                           805             3,221             4               21
7447 South Central Avenue
  Bedford Park, IL                                          437             1,748             7               37
7525 S. Sayre Avenue
  Bedford Park, IL                                          587             2,345             4               26
2901 Centre Circle
  Downers Grove, IL                                         207               828             4              557
1 Allsteel Drive
  Aurora, IL                                              2,458             9,832            27            5,120


<CAPTION>
                                                                                                                        LIFE UPON
                                                                                                                          WHICH
                                       GROSS AMOUNTS AT WHICH                                                          DEPRECIATION
                                     CARRIED AT CLOSE OF PERIOD                                                         IN LATEST
                                     --------------------------                                                           INCOME
                                                  BUILDINGS AND                   ACCUMULATED     DATE OF       DATE   STATEMENT IS
DESCRIPTION                           LAND        IMPROVEMENTS    TOTAL (c)(d)    DEPRECIATION  CONSTRUCTION  ACQUIRED   COMPUTED
--------------------------------     ----------   -------------   -------------   ------------  ------------  --------   --------
<S>                                  <C>          <C>             <C>             <C>           <C>           <C>        <C>
11601 South Central
  Alsip, IL                               1,119          4,665             5,784           (320)     1971         1995        (f)
850 Arthur Avenue
  Elk Grove Village, IL                     271          1,311             1,582            (88)   1972/1973      1995        (f)
1827 North Bendix Drive
  South Bend, IN                          1,034          4,145             5,179           (279)   1964/1990      1995        (f)
4400 S. Kolmar
  Chicago, IL                               612          2,482             3,094           (166)     1964         1995        (f)
6600 River Road
  Hodgkins, IL                            2,687         10,912            13,599           (583)    Unknown       1996        (f)
7501 N. 81st Street
  Milwaukee, WI                           1,037          4,154             5,191           (213)     1987         1996        (f)
1100 Chase Avenue
  Elk Grove Village, IL                     255          1,231             1,486            (64)     1969         1996        (f)
2553 N. Edgington
  Franklin Park, IL                       1,937          8,406            10,343           (376)   1967/1989      1996        (f)
875 Fargo Avenue
  Elk Grove Village, IL                     586          2,708             3,294           (123)     1979         1996        (f)
1800 Bruning Drive
  Itasca, IL                              2,025          8,103            10,128           (396)   1975/1978      1996        (f)
1501 Pratt
  Elk Grove Village, IL                   1,114          4,648             5,762           (223)     1973         1996        (f)
400 N. Wolf Road
  Northlake, IL                           4,553         24,752            29,305           (895)   1956/1965      1996        (f)
10740 W. Grand Avenue
  Franklin Park, IL                         391          1,704             2,095            (70)   1964/1970      1996        (f)
911 Commerce Court
  Buffalo Grove, IL                       1,185          5,161             6,346           (193)     1992         1996        (f)
16400 W. 103rd Street
  Lemont, IL                                467          1,870             2,337            (71)     1983         1996        (f)
425 S. 37th Avenue
  St. Charles, IL                           651          2,811             3,462           (106)     1976         1996        (f)
1500 W. Dundee Road
  Arlington Heights, IL                   3,919         13,036            16,955           (386)   1969/1971      1996        (f)
Lot 51-Naperville Business Center
  Naperville, IL                            209                              209                     1996         1996        (f)
3145 Central Avenue
  Waukeegan, IL                           1,290          6,213             7,503           (192)     1960         1997        (f)
2003-2207 South 114th Street
  West Allis, WI                            947          3,824             4,771            (90)   1965/1966      1997        (f)
2501-2701 Busse Road
  Elk Grove Village, IL                   1,887          8,289            10,176           (189)     1997         1997        (f)
6464 West 51st Street
  Forest View, IL                           937          3,890             4,827            (81)     1973         1997        (f)
6500 West 51st Street
  Forest View, IL                           809          3,242             4,051            (69)     1974         1997        (f)
7447 South Central Avenue
  Bedford Park, IL                          444          1,785             2,229            (38)     1980         1997        (f)
7525 S. Sayre Avenue
  Bedford Park, IL                          591          2,371             2,962            (50)     1980         1997        (f)
2901 Centre Circle
  Downers Grove, IL                         211          1,385             1,596            (23)     1975         1997        (f)
1 Allsteel Drive
  Aurora, IL                              2,485         14,952            17,437           (248)   1957-1967      1997        (f)

</TABLE>


                                      F-25

<PAGE>

<TABLE>
<CAPTION>

                                                     INITIAL COSTS                 COSTS CAPITALIZED
                                               ------------------------        SUBSEQUENT TO ACQUISITION
                                                          BUILDINGS AND   ------------------------------------
                                ENCUMBRANCES               IMPROVEMENTS              BUILDINGS AND   CARRYING
DESCRIPTION                         (e)          LAND         (a)           LAND    IMPROVEMENTS    COSTS (b)
----------------------------    ------------    --------   -------------   --------  -------------  -----------
<S>                             <C>            <C>        <C>             <C>       <C>            <C>
2525 Busse Highway
  Elk Grove Village, IL                           5,400          12,601         29            510
106th and Buffalo Avenue
  Chicago, IL                                       248             992          9            534
7400 South Narraganset
  Bedford Park,IL                                   743           2,972          9             38
2701 S. Busse Road
  Elk Grove Village, IL                                                          1              3
East Avenue and 55th Street
  McCook, IL                                      1,190           4,761         33            197
6757 S. Sayre
  Bedford Park, IL                                1,236           4,945          4             16
1951 Landmeir Road
  Elk Grove Village, IL                             280           1,120         10             39
1355 Enterprise Drive
  Romeoville, IL                                    580           2,320          2              9
5700 West Touhy Avenue
  Niles, IL                                      18,005             139        174              8
110-190 Old Higgins Road
  Des Plaines, IL                                 1,862           7,447          7              28
1475 S. 101st Street
  West Allis, WI                                    331           1,323          1               4
1333 Grandview Drive
  Yorkville, WI                                   1,516           6,062          1               7
2301 Route 30
  Plainfield, IL                                  1,217           4,868         64             254
1796 Sherwin Avenue
  Des Plaines, IL                                   944           3,778          1             530
2885 W. Diehl Road
  Naperville, IL                                  1,539           8,630
2727 W. Diehl Road
  Naperville, IL                                  3,071          14,233
O'hare Express Center - A2
  Elk GroveVillage, IL                            1,097           7,060                                    110
O'hare Express Center - B1
  Elk GroveVillage, IL                            1,683          10,500                                     96
755 Remmington
  Bolingbrook, IL                                   997           3,989

CONSTRUCTION IN PROGRESS:

O'hare West
  Elk Grove Village, IL                           1,875           5,667          7                         281
O'hare Express - B2
  Elk Grove Village, IL                           1,618           2,981                                     37
O'hare Express - C
  Elk Grove Village, IL                           2,603           1,537          0                          36
1808 Swift Road
  Oak Brook, IL                                                   7,535
Champion
  North Lake, IL                                                  5,514
Ameritech
  Gurnee, IL                                                      2,446
Dial
  Granite City, IL                                               15,643

<CAPTION>

                                                                                                                      LIFE UPON
                                                                                                                        WHICH
                              GROSS AMOUNTS AT WHICH                                                                DEPRECIATION
                             CARRIED AT CLOSE OF PERIOD                                                               IN LATEST
                             --------------------------                                                                 INCOME
                                        BUILDINGS AND                      ACCUMULATED       DATE OF        DATE     STATEMENT IS
DESCRIPTION                    LAND     IMPROVEMENTS      TOTAL(c)(d)     DEPRECIATION    CONSTRUCTION    ACQUIRED     COMPUTED
------------------           --------  ---------------  ---------------  --------------  --------------  ----------   ----------
<S>                          <C>       <C>              <C>              <C>             <C>             <C>         <C>
2525 Busse Highway
  Elk Grove Village, IL         5,429           13,111           18,540            (169)       1975          1997         (f)
106th and Buffalo Avenue
  Chicago, IL                     257            1,526            1,783             (22)       1971          1997         (f)
7400 South Narraganset
  Bedford Park,IL                 752            3,010            3,762             (32)       1977          1997         (f)
2701 S. Busse Road
  Elk Grove Village, IL             1                3                4                        1997          1997         (f)
East Avenue and 55th Street
  McCook, IL                    1,223            4,958            6,181             (39)       1979          1997         (f)
6757 S. Sayre
  Bedford Park, IL              1,240            4,961            6,201             (39)       1975          1997         (f)
1951 Landmeir Road
  Elk Grove Village, IL           290            1,159            1,449              (9)       1967          1997         (f)
1355 Enterprise Drive
  Romeoville, IL                  582            2,329            2,911             (19)     1980/1986       1997         (f)
5700 West Touhy Avenue
  Niles, IL                    18,179              147           18,326                        1948          1997         (f)
110-190 Old Higgins Road
  Des Plaines, IL               1,869            7,475            9,344                        1980          1997         (f)
1475 S. 101st Street
  West Allis, WI                  332            1,327            1,659                      1968/1988       1997         (f)
1333 Grandview Drive
  Yorkville, WI                 1,517            6,069            7,586                        1994          1997         (f)
2301 Route 30
  Plainfield, IL                1,281            5,122            6,403                      1972/1984       1997         (f)
1796 Sherwin Avenue
  Des Plaines, IL                 945            4,308            5,253                        1964          1997         (f)
2885 W. Diehl Road
  Naperville, IL                1,539            8,630           10,169                        1997          1997         (f)
2727 W. Diehl Road
  Naperville, IL                3,071           14,233           17,304                        1997          1997         (f)
O'hare Express Center - A2
  Elk GroveVillage, IL          1,097            7,170            8,267            (117)       1997          1997         (f)
O'hare Express Center - B1
  Elk GroveVillage, IL          1,683           10,596           12,279            (155)       1997          1997         (f)
755 Remmington
  Bolingbrook, IL                 997            3,989            4,986                        1997          1997         (f)

CONSTRUCTION IN PROGRESS:

O'hare West
  Elk Grove Village, IL         1,662            5,948            7,830
O'hare Express - B2
  Elk Grove Village, IL         1,618            3,018            4,636             (52)
O'hare Express - C
  Elk Grove Village, IL         2,603            1,573            4,176             (82)
1808 Swift Road
  Oak Brook, IL                                  7,535            7,535
Champion
  North Lake, IL                                 5,514            5,514
Ameritech
  Gurnee, IL                                     2,446            2,446
Dial
  Granite City, IL                              15,643           15,643


                                      F-26
<PAGE>

                                                     INITIAL COSTS                 COSTS CAPITALIZED
                                               ------------------------        SUBSEQUENT TO ACQUISITION
                                                          BUILDINGS AND   ------------------------------------
                               ENCUMBRANCES               IMPROVEMENTS              BUILDINGS AND   CARRYING
DESCRIPTION                        (e)           LAND         (a)           LAND    IMPROVEMENTS    COSTS (b)
----------------------------   ------------    --------   -------------   --------  -------------  -----------
<S>                             <C>            <C>        <C>             <C>       <C>            <C>
RETAIL PROPERTIES:

84 Old McHenry Road
  Wheeling, IL                                      482           2,152                        31
351 N. Rohlwing Road
  Itasca, IL                                         81             464          0
4-48 Barrington Road
  Streamwood, IL                                    573           2,297        (62)            82

RESIDENTIAL PROPERTIES:

440 North Lake Street
  Miller, IN                         22,220         710           3,086        102         17,698        3,980

OFFICES OF THE MANAGEMENT
COMPANY
CHICAGO, IL                                                                                 4,228

                                  ---------   ---------       ---------    -------       --------      -------
Totals                            $ 108,795   $ 122,940       $ 449,184    $ 1,071       $ 83,385      $ 5,695
                                  =========   =========       =========    =======       ========      =======
<CAPTION>
                                                                                                                      LIFE UPON
                                                                                                                        WHICH
                             GROSS AMOUNTS AT WHICH                                                                  DEPRECIATION
                             CARRIED AT CLOSE OF PERIOD                                                               IN LATEST
                             --------------------------                                                                 INCOME
                                         BUILDINGS AND                      ACCUMULATED       DATE OF        DATE     STATEMENT IS
DESCRIPTION                    LAND      IMPROVEMENTS      TOTAL(c)(d)     DEPRECIATION    CONSTRUCTION    ACQUIRED     COMPUTED
---------------              --------  ---------------  ---------------  --------------  --------------  ----------   ----------
<S>                          <C>       <C>              <C>              <C>             <C>             <C>         <C>
RETAIL PROPERTIES:

84 Old McHenry Road
  Wheeling, IL                    482            2,183            2,665            (281)    1989-1990        1993         (f)
351 N. Rohlwing Road
  Itasca, IL                       81              464              545             (60)       1989          1983         (f)
4-48 Barrington Road
  Streamwood, IL                  511            2,379            2,890            (225)       1989          1994         (f)

RESIDENTIAL PROPERTIES:

440 North Lake Street
  Miller, IN                      812           24,764           25,576          (5,099) 1971/1990-1993      1990         (f)

OFFICES OF THE MANAGEMENT
COMPANY
CHICAGO, IL                                      4,228            4,228          (1,742)                     Var.         (f)

                           ----------       ----------       ----------      ----------
Totals                     $  124,011       $  538,264       $  662,275      $  (44,352)
                           ==========       ==========       ==========      ==========
</TABLE>


                                      F-27
<PAGE>

                  CENTERPOINT PROPERTIES TRUST AND SUBSIDIARIES
                            SCHEDULE III (CONTINUED)
                             (DOLLARS IN THOUSANDS)


Notes to Schedule III:

(a)      Initial cost for each respective property is the total acquisition
         costs associated with its purchase.

(b)      Carrying costs consist of capitalized construction period interest,
         taxes and insurance.

(c)      At December 31, 1997, the aggregate cost of land and buildings and
         equipment for Federal income tax purposes was approximately $681
         million.

(d)      Reconciliation of real estate and accumulated depreciation:

                          RECONCILIATION OF REAL ESTATE
<TABLE>
<CAPTION>

                                                                YEAR ENDED DECEMBER 31,
                                                                -----------------------
                                                        1997              1996             1995
                                                        ----              ----             ----
<S>                                                   <C>               <C>              <C>
Balance at the beginning of year                      $429,034          $317,460         $248,281
         Additions                                     246,463           135,342           71,315
         Dispositions                                  (13,222)          (23,768)          (2,136)
                                                      --------          --------         --------
Balance at close of year                              $662,275          $429,034         $317,460
                                                      ========          ========         ========
</TABLE>

                   RECONCILIATION OF ACCUMULATED DEPRECIATION

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                                                -----------------------
                                                        1997              1996             1995
                                                        ----              ----             ----
<S>                                                    <C>               <C>              <C>
Balance at beginning of year                           $30,206           $21,576          $13,455
         Depreciation and amortization                  14,494            10,199            8,161
         Dispositions                                     (348)           (1,569)             (40)
                                                       -------           -------          -------
Balance at close of year                               $44,352           $30,206          $21,576
                                                       =======           =======          =======
</TABLE>

(e)      See description of encumbrances in Note 6 to Consolidated Financial
         Statements.

(f)      Depreciation is computed based upon the following estimated lives:
<TABLE>
                  <S>                                                <C>
                  Buildings, improvements and carrying costs         31.5 to 40 years
                  Land improvements                                          15 years
                  Furniture, fixtures and equipment                     4 to 15 years
</TABLE>
(g)      These 18 properties collateralize a $30,000 mortgage loan payable.

(h)      These 20 properties collateralize $50,000 of mortgage bonds payable.


                                     F-28