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                                                                  EXHIBIT 10.52

                                   THIRD AMENDMENT
                            CENTERPOINT PROPERTIES TRUST
                               1993 STOCK OPTION PLAN
                                          
The CenterPoint Properties 1993 Stock Option Plan (as amended, the "Plan") is
hereby amended to provide for the vesting of stock options granted under the
Plan upon a change of control (as defined herein).

                                     ARTICLE 1
                                          
A new Section 7.6 is hereby added to the Plan, to read as follows:

     7.6  VESTING UPON A CHANGE OF CONTROL.  Notwithstanding anything to
          the contrary contained in any Stock Option Agreement, all Options
          heretofore or hereafter granted pursuant to the Plan which have
          not previously become exercisable shall become exercisable upon
          the occurrence of a Change of Control (as defined below).  
     
          As used herein, "Change of Control" means the occurrence of any
          of the following events:
     
               (A)  Any individual, entity or group (within the meaning of
          Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
          1934, as amended (the "Exchange Act") (a "Person") acquires
          beneficial ownership (within the meaning of Rule 13d-3
          promulgated under the Exchange Act) of twenty percent (20%) or
          more of the then outstanding voting securities of the Company;
          provided, however, that the following acquisitions shall not
          constitute a Change of Control:  (i) any acquisition directly
          from the Company (excluding an acquisition by virtue of the
          exercise of a conversion rights), (ii) any acquisition by the
          Company or (iii) any acquisition by any employee benefit plan (or
          related trust) sponsored or maintained by the Company; or
     
               (B)  Individuals who, as of the date hereof, constitute the
          Board of Trustees of the Company (the "Incumbent Board") cease
          for any reason to constitute at least a majority of the Board of
          Trustees of the Company; provided, however, that any individual
          becoming a trustee subsequent to the date hereof whose nomination
          for election by the Company's shareholders was approved by a vote
          of at least a majority of the trustees then comprising the
          Incumbent Board shall be considered as though such individual
          were a member of the Incumbent Board, unless such individual's
          initial assumption of office occurs as a result of either an
          actual or threatened election contest (as such terms are used in
          Rule 14a-

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          11 of Regulation 14A promulgated under the Exchange Act)
          or other actual or threatened solicitation of proxies or consents
          by or on behalf of a person other than the Board of Trustees; or
     
               (C)  The shareholders of the Company approve a
          reorganization, merger or consolidation, unless, following such
          reorganization, merger or consolidation, (i) more than sixty
          percent (60%) of the then outstanding shares of common shares of
          the entity resulting from such reorganization, merger or
          consolidation and the combined voting power of the then
          outstanding voting securities of such entity entitled to vote
          generally in the election of directors or trustees, as the case
          may be, is then beneficially owned, directly or indirectly, by
          all or substantially all of the individuals and entities who were
          the beneficial owners of the outstanding Common Shares of the
          Company immediately prior to such reorganization, merger or
          consolidation in substantially the same proportions as their
          ownership, immediately prior to such reorganization, merger or
          consolidation, of the outstanding Common Shares of the Company,
          (ii) no Person (excluding the Company, any employee benefit plan
          or related trust of the Company or such corporation resulting
          from such reorganization, merger or consolidation and any Person
          beneficially owning, immediately prior to such reorganization,
          merger or consolidation, directly or indirectly, twenty percent
          (20%) or more of the Common Shares of the Company) beneficially
          owns, directly or indirectly, twenty percent (20%) or more of the
          then outstanding shares of common stock of the entity resulting
          from such reorganization, merger or consolidation and (iii) at
          least a majority of the members of the board of directors or
          trustees, as the case may be, of the entity resulting from such
          reorganization, merger or consolidation were members of the
          Incumbent Board at the time of the execution of the initial
          agreement providing for such reorganization, merger or
          consolidation; or
     
               (D)  The shareholders of the Company approve (i) a complete
          liquidation or dissolution of the Company or (ii) the sale or
          other disposition of all or substantially all of the assets of
          the Company.
     
          Notwithstanding anything contained in this Plan to the contrary,
          if a Grantee's employment is terminated before a "Change of
          Control" as defined in this Section 7.6 and the Grantee
          reasonably demonstrates that such termination was at the request
          of a third party who has indicated an intention or taken steps
          reasonably calculated to effect a Change of Control and who
          effectuates a Change of Control, then for all purposes of this
          Plan, the date of a Change of Control with respect to such
          Grantee shall mean the date immediately prior to the date of such
          termination of the Grantee's employment.
                                          

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                                     ARTICLE 2
                                          
This amendment is effective as of the date of adoption by the Board.