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                                                                     Exhibit 4.8

                             CABOT INDUSTRIAL TRUST

                             ARTICLES SUPPLEMENTARY

                                2,600,000 SHARES

             8.625% SERIES C CUMULATIVE REDEEMABLE PREFERRED SHARES

      Cabot Industrial Trust, a Maryland real estate investment trust (the
"Company"), hereby certifies to the State Department of Assessments and Taxation
of Maryland (the "Department") that:

            FIRST: Under a power contained in Article 2, Section 1 of the
Amended and Restated Declaration of Trust of the Company, filed with, and
accepted for record by, the State Department of Assessments and Taxation of
Maryland (the "SDAT") on January 26, 1998, as supplemented by Articles
Supplementary filed with, and accepted for record by, the SDAT on July 10, 1998
and on April 29, 1999 (the "Charter"), the Board of Trustees of the Company, as
required by Section 8-203(b) of the Corporations and Associations Article of the
Annotated Code of Maryland, has unanimously adopted resolutions classifying and
designating 2,600,000 unissued shares of beneficial interest (the "Shares") as
8.625% Series C Cumulative Redeemable Preferred Shares, with the following
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications and terms
and conditions of redemption, and other terms and conditions, which upon any
restatement of the Charter shall be made part of Article 2 of the Charter, with
any necessary or appropriate changes to the enumeration and lettering thereof:

                  8.625% SERIES C CUMULATIVE REDEEMABLE SHARES

      SECTION 1. Designation and Number. A series of preferred shares,
designated the "8.625% Series C Cumulative Redeemable Preferred Shares" (the
"Series C Preferred Shares") is hereby established. The number of shares of
Series C Preferred Shares shall be 2,600,000.

      SECTION 2. Rank. The Series C Preferred Shares shall, with respect to
distributions and rights upon voluntary or involuntary liquidation, winding-up
or dissolution of the Company, rank senior to all classes or series of common
Shares and to all classes or series of equity securities of the Company now or
hereafter authorized, issued or outstanding, other than any class or series of
equity securities of the Company expressly designated as ranking on a parity
with or senior to the Series C Preferred Shares as to distributions and rights
upon voluntary or involuntary liquidation, winding-up or dissolution of the
Company. For purposes of these Articles Supplementary, the term "Parity
Preferred Shares" shall be used to refer to any class or series of equity
securities of the Company now or hereafter authorized, issued or outstanding
expressly designated by the Company to rank on a parity with Series C Preferred
Shares with respect to distributions and rights upon voluntary or involuntary
liquidation, winding-up or dissolution of the Company, including specifically
the Series B Cumulative Redeemable Preferred Shares. The term "equity
securities" does not include debt securities, which will rank senior to the
Series C Preferred Shares prior to conversion.

      SECTION 3. Distributions.

      (a) Payment of Distributions. Subject to the rights of holders of Parity
Preferred Shares and holders of equity securities ranking senior to the Series C
Preferred Shares as to payment of distributions, holders of Series C Preferred
Shares will be entitled to receive, when, as and if declared by the Board of
Trustees of the Company, out of funds legally available for the payment of
distributions, cumulative preferential cash distributions at the rate per annum
of 8.625", of the $25 liquidation preference per Series C Preferred Share. In
the event that on or prior to March 31, 2000 (i) the Company's senior unsecured
debt shall have an unconditional, published, Standard & Poor's rating of at
least "BBB" and (ii) neither Moody's nor any other rating agency with offices
located in at least five (5) cities in the United States shall have in effect an
unconditional, published, rating of the Company's senior unsecured
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debt which is lower than its rating for such senior unsecured debt as of the
date hereof, then beginning on the date on which each of such foregoing
conditions are met, the rate per annum shall be 8.50% of the $25 liquidation
preference per Series C Preferred Share, in which case the designation of the
Series C Preferred Shares will change accordingly to reflect such new
distribution rate; provided, that, if(y) either Moody's or any other rating
agency with offices located in at least five (5) cities in the United States
shall have in effect on March 31, 2000 an unconditional published rating of the
Company's senior unsecured debt which is lower than its rating of such senior
unsecured debt as of the date hereof or (z) a Standard & Poor's rating of at
least "BBB" shall no longer be in effect on March 31, 2000, then the revised
rate herein provided shall be void ab initio and the Company shall pay on March
31, 2000, in addition to the dividend then due to the holders of the Series C
Preferred Shares, the difference between (1) the dividend that would have
accrued at the original rate of 8.625% per annum during the current and any
prior quarterly distribution period and (2) the dividend that actually accrued
during such distribution periods at the voided rate of 8.50% per annum. Promptly
after April 1, 2000 the parties hereto shall execute, acknowledge and deliver or
cause to be executed acknowledged and delivered all instruments and documents as
may be reasonably necessary or desirable to memorialize the revised distribution
rate. Such distributions shall be cumulative, shall accrue from the original
date of issuance and will be payable (i) quarterly in arrears, on March 1, June
1, September 1 and December 1 of each year commencing on the first of such dates
to occur after the original date of issuance and, (ii) in the event of a
redemption, on the redemption date (each a "Preferred Shares Distribution
Payment Date"). The amount of the distribution payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months and for any
period shorter than a full quarterly period for which distributions are
computed, the amount of the distribution payable will be computed on the basis
of the actual number of days elapsed in such period. If any date on which
distributions are to be made on the Series C Preferred Shares is not a Business
Day (as defined herein), then payment of the distribution to be made on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date. Distributions on the Series C Preferred Shares
will be made to the holders of record of the Series C Preferred Shares on the
relevant record dates, which, unless otherwise provided by the Company with
respect to any distribution, will be fifteen (15) Business Days prior to the
relevant Preferred Shares Distribution Payment Date (each a "Distribution Record
Date"). Notwithstanding anything to the contrary set forth herein, each Series C
Preferred Share shall also continue to accrue all accrued and unpaid
distributions up to the exchange date on any Series C Preferred Unit (as defined
in the Second Amended and Restated Agreement of Limited Partnership of Cabot
Industrial Properties, L.P., dated as of February 4, 1998 (the "Partnership
Agreement"), as amended through the date hereof) validly exchanged into such
Series C Preferred Share in accordance with the provisions of such Partnership
Agreement.

      The term "Business Day" shall mean each day, other than a Saturday or a
Sunday, which is not a day on which banking institutions in New York, New York
are authorized or required by law, regulation or executive order to close.

      (b) Limitation on Distributions. No distributions on the Series C
Preferred Shares shall be declared or paid or set apart for payment by the
Company at such time as the terms and provisions of any agreement of the
Company, including any agreement relating to its indebtedness, prohibits such
declaration, payment or setting apart for payment or provides that such
declaration, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration, payment or setting
apart for payment shall be restricted or prohibited by law.

      (c) Distributions Cumulative. Notwithstanding the foregoing, distributions
on the Series C Preferred Shares will accrue whether or not the terms and
provisions set forth in Section 3(b) hereof at any time prohibit the current
payment of distributions, whether or not the Company has earnings, whether or
not there are funds legally available for the payment of such distributions and
whether or not such distributions are authorized or declared. Accrued but unpaid
distributions on the Series C Preferred Shares will accumulate as of the
Preferred Shares Distribution Payment Date on which they first become payable.
Accumulated and unpaid distributions will not bear interest.

      (d) Priority as to Distributions. (i) So long as any Series C Preferred
Shares are outstanding, no
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distribution of cash or other property shall be authorized, declared, paid or
set apart for payment on or with respect to any class or series of common Shares
or any class or series of other Shares of the Company ranking junior as to the
payment of distributions or rights upon voluntary or involuntary dissolution,
liquidation or winding up of the Company to the Series C Preferred Shares (such
common Shares or other junior Shares, including, without limitation Series A
Junior Participating Preferred Shares authorized pursuant to Articles
Supplementary filed with the Department on July 10, 1998, collectively, "Junior
Shares"), nor shall any cash or other property be set aside for or applied to
the purchase, redemption or other acquisition for consideration of any Series C
Preferred Shares, any Parity Preferred Shares or any Junior Shares, unless, in
each case, all distributions accumulated on all Series C Preferred Shares and
all classes and series of outstanding Parity Preferred Shares have been paid in
full. The foregoing sentence will not prohibit (i) distributions payable solely
in Shares of the Company ranking junior to the Series C Preferred Shares as to
distributions and upon liquidation, winding-up or dissolution, (ii) the
conversion of Junior Shares or Parity Preferred Shares into Shares of the
Company ranking junior to the Series C Preferred Shares as to distributions and
upon liquidation, winding up or dissolution, and (iii) purchase by the Company
of such Series C Preferred Shares. Parity Preferred Shares or Junior Shares
pursuant to Article 3 of the Charter to the extent required to preserve the
Company's status as a real estate investment trust.

            (ii) So long as distributions have not been paid in full (or a sum
sufficient for such full payment is not irrevocably deposited in trust for
payment) upon the Series C Preferred Shares, all distributions authorized and
declared on the Series C Preferred Shares and all classes or series of
outstanding Parity Preferred Shares shall be authorized and declared so that the
amount of distributions authorized and declared per share of Series C Preferred
Shares and such other classes or series of Parity Preferred Shares shall in all
cases bear to each other the same ratio that accrued distributions per share on
the Series C Preferred Shares and such other classes or series of Parity
Preferred Shares (which shall not include any accumulation in respect of unpaid
distributions for prior distribution periods if such class or series of Parity
Preferred Shares do not have cumulative distribution rights) bear to each other.

      (e) No Further Rights. Holders of Series C Preferred Shares shall not be
entitled to any distributions, whether payable in cash, other property or
otherwise, in excess of the full cumulative distributions described herein.

      SECTION 4. Liquidation Preference.

      (a) Payment of Liquidating Distributions. Subject to the rights of holders
of Parity Preferred Shares and subject to equity securities ranking senior to
the Series C Preferred Shares with respect to rights upon any voluntary or
involuntary liquidation, dissolution or winding-up of the Company, the holders
of Series C Preferred Shares shall be entitled to receive out of the assets of
the Company legally available for distribution or the proceeds thereof, after
payment or provision for debts and other liabilities of the Company, but before
any payment or distributions of the assets shall be made to holders of common
Shares or any other class or series of shares of the Company that ranks junior
to the Series C Preferred Shares as to rights upon liquidation, dissolution or
winding-up of the Company, an amount equal to the sum of (i) a liquidation
preference of $25 per Series C Preferred Share, and (ii) an amount equal to any
accumulated and unpaid distributions thereon, whether or not declared, to the
date of payment. In the event that, upon such voluntary or involuntary
liquidation, dissolution or winding-up, there are insufficient assets to permit
full payment of liquidating distributions to the holders of Series C Preferred
Shares and any Parity Preferred Shares, all payments of liquidating
distributions on the Series C Preferred Shares and such Parity Preferred Shares
shall be made so that the payments on the Series C Preferred Shares and such
Parity Preferred Shares shall in all cases bear to each other the same ratio
that the respective rights of the Series C Preferred Shares and such other
Parity Preferred Shares (which shall not include any accumulation in respect of
unpaid distributions for prior distribution periods if such Parity Preferred
Shares do not have cumulative distribution rights) upon liquidation, dissolution
or winding-up of the Company bear to each other.

      (b) Notice. Written notice of any such voluntary or involuntary
liquidation, dissolution or winding-up of the Company, stating the payment date
or dates when, and the place or places where, the amounts distributable in such
circumstances shall be payable, shall be given by (i) fax and (ii) by first
class mail, postage pre-paid, not less than thirty (30) and not more than sixty
(60) days prior to the payment date stated therein, to each record holder of the
Series C Preferred Shares at the respective addresses of such holders as the
same shall appear on the share transfer records of the Company.
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      (c) No Further Rights. After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of Series C Preferred
Shares will have no right or claim to any of the remaining assets of the
Company.

      (d) Consolidation, Merger or Certain Other Transactions. The voluntary
sale, conveyance, lease, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the property
or assets of the Company to, or the consolidation or merger or other business
combination of the Company with or into any corporation, trust or other entity
(or of any corporation, trust or other entity with or into the Company) shall
not be deemed to constitute a liquidation, dissolution or winding-up of the
Company.

      SECTION 5. Optional Redemption.

      (a) Right of Optional Redemption. The Series C Preferred Shares may not be
redeemed prior to September 3, 2004. On or after such date, the Company shall
have the right to redeem the Series C Preferred Shares, in whole or in part, at
any time or from time to time, upon not less than thirty (30) nor more than
sixty (60) days' written notice, at a redemption price, payable in cash, equal
to $25 per share of Series C Preferred Shares plus accumulated and unpaid
distributions, whether or not declared, to the date of redemption. If fewer than
all of the outstanding Series C Preferred Shares are to be redeemed, the Series
C Preferred Shares to be redeemed shall be selected pro rata (as nearly as
practicable without creating fractional shares).

      (b) Limitation on Redemption. The Company may not redeem fewer than all of
the outstanding shares of Series C Preferred Shares unless all accumulated and
unpaid distributions have been paid on all outstanding Series C Preferred Shares
for all quarterly distribution periods terminating on or prior to the date of
redemption.

      (c) Procedures for Redemption. (i) Notice of redemption will be (i) faxed,
and (ii) mailed by the Company, postage prepaid, not less than thirty (30) nor
more than sixty (60) days prior to the redemption date, addressed to the
respective holders of record of the Series C Preferred Shares to be redeemed at
their respective addresses as they appear on the transfer records of the
Company. No failure to give or defect in such notice shall affect the validity
of the proceedings for the redemption of any Series C Preferred Shares except as
to the holder to whom such notice was defective or not given. In addition to any
information required by law or by the applicable rules of any exchange upon
which the Series C Preferred Shares may be listed or admitted to trading, each
such notice shall state: (i) the redemption date, (ii) the redemption price,
(iii) the number of Series C Preferred Shares to be redeemed, (iv) the place or
places where such Series C Preferred Shares are to be surrendered for payment of
the redemption price, (v) that distributions on the Series C Preferred Shares to
be redeemed will cease to accumulate on such redemption date and (vi) that
payment of the redemption price and any accumulated and unpaid distributions
will be made upon presentation and surrender of such Series C Preferred Shares.
If fewer than all of the Series C Preferred Shares held by any holder are to be
redeemed, the notice mailed to such holder shall also specify the number of
Series C Preferred Shares held by such holder to be redeemed.

            (ii) If the Company gives a notice of redemption in respect of
Series C Preferred Shares (which notice will be irrevocable) then, by 12:00
noon, New York City time, on the redemption date, the Company will deposit
irrevocably in trust for the benefit of the holders of the Series C Preferred
Shares being redeemed, funds sufficient to pay the applicable redemption price,
plus any accumulated and unpaid distributions, whether or not declared, if any,
on such shares to the date fixed for redemption, without interest, and will give
irrevocable instructions and authority to pay such redemption price and any
accumulated and unpaid distributions, whether or not declared, if any, on such
shares to the holders of the Series C Preferred Shares upon surrender of the
certificates for the Series C Preferred Shares by such holders at the place
designated in the notice of redemption. If fewer than all Series C Preferred
Shares evidenced by any certificate are being redeemed, a new certificate shall
be issued upon surrender of the certificate evidencing all Series C Preferred
Shares, evidencing the unredeemed Series C Preferred Shares without cost to the
holder thereof. On and after the date of redemption, distributions will cease to
accumulate on the Series C Preferred Shares or portions thereof called for
redemption, unless the Company defaults
<PAGE>

in the payment thereof. If any date fixed for redemption of Series C Preferred
Shares is not a Business Day, then payment of the redemption price payable on
such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay) except that,
if such Business Day falls in the next calendar year, such payment will be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date fixed for redemption. If payment of the
redemption price or any accumulated or unpaid distributions in respect of the
Series C Preferred Shares is improperly withheld or refused and not paid by the
Company, distributions on such Series C Preferred Shares will continue to
accumulate from the original redemption date to the date of payment, in which
case the actual payment date will be considered the date fixed for redemption
for purposes of calculating the applicable redemption price and any accumulated
and unpaid distributions.

      (e) Status of Redeemed Shares. Any Series C Preferred Shares that shall at
any time have been redeemed shall after such redemption, have the status of
authorized but unissued Shares, without designation as to class or series until
such shares are once more designated as part of a particular class or series by
the Board.

      SECTION 6. Voting Rights.

      (a) General. Holders of the Series C Preferred Shares will not have any
voting rights, except as set forth below.

      (b) Right to Elect Trustees. (i) If at any time full distributions shall
not have been timely made on any Series C Preferred Shares with respect to any
six (6) prior quarterly distribution periods, whether or not consecutive (a
"Preferred Distribution Default"), the holders of such Series C Preferred
Shares, voting together as a single class with the holders of each class or
series of Parity Preferred Shares upon which like voting rights have been
conferred and are exercisable, will have the right to elect two additional
Trustees to serve on the Company's Board (the "Preferred Shares Trustees") at a
special meeting called by the holders of record of at least 10% of the
outstanding Series C Preferred Shares or any such class or series of Parity
Preferred Shares or at the next annual meeting of Shareholders, and at each
subsequent annual meeting of Shareholders or special meeting for the election of
Trustees held in place thereof, until all such distributions in arrears and
distributions for the current quarterly period on the Series C Preferred Shares
and each such class or series of Parity Preferred Shares have been paid in full.

            (ii) At any time when such voting rights shall have vested, a proper
officer of the Company shall call or cause to be called, upon written request of
holders of record of at least 10% of the outstanding Series C Preferred Shares,
a special meeting of the holders of Series C Preferred Shares and all the series
of Parity Preferred Shares upon which like voting rights have been conferred and
are exercisable (collectively, the "Parity Securities") by mailing or causing to
be mailed to such holders a notice of such special meeting to be held not less
than ten and not more than 45 days after the date such notice is given. The
record date for determining holders of the Parity Securities entitled to notice
of and to vote at such special meeting will be the close of business on the
third Business Day preceding the day on which such notice is mailed. At any such
special meeting, all of the holders of the Parity Securities, by plurality vote,
voting together as a single class without regard to series will be entitled to
elect two Trustees on the basis of one vote per $25.00 of liquidation preference
to which such Parity Securities are entitled by their terms (excluding amounts
in respect of accumulated and unpaid dividends) and not cumulatively. The holder
or holders of one-third of the Parity Securities then outstanding, present in
person or by proxy, will constitute a quorum for the election of the Preferred
Shares Trustees except as otherwise provided by law. Notice of all meetings at
which holders of the Series C Preferred Shares shall be entitled to vote will be
given to such holders at their addresses as they appear in the transfer records.
At any such meeting or adjournment thereof in the absence of a quorum, subject
to the provisions of any applicable law, a majority of the holders of the Parity
Securities present in person or by proxy shall have the power to adjourn the
meeting for the election of the Preferred Shares Trustees, without notice other
than an announcement at the meeting, until a quorum is present. If a Preferred
Distribution Default shall terminate after the notice of a special meeting has
been given but before such special meeting has been held, the Company shall, as
soon as practicable after such termination, mail or cause to be mailed notice of
such termination to holders of the Series C Preferred Shares that would have
been entitled to vote at such special meeting.
<PAGE>

            (iii) If and when all accumulated distributions and the
distributions for the current distribution period on the Series C Preferred
Shares shall have been paid in full or a sum sufficient for such payment is
irrevocably deposited in trust for payment, the holders of the Series C
Preferred Shares shall be divested of the voting rights set forth in this
Section 6(b) herein (subject to revesting in the event of each and every
Preferred Distribution Default) and, if all distributions in arrears and the
distributions for the current distribution period have been paid in full or set
aside for payment in full on all other classes or series of Parity Preferred
Shares upon which like voting rights have been conferred and are exercisable,
the term and office of each Preferred Shares Trustee so elected shall terminate.
Any Preferred Shares Trustee may be removed at any time with or without cause by
the vote of, and shall not be removed otherwise than by the vote of, the holders
of record of a majority of the outstanding Parity Securities when they have the
voting rights set forth in this Section 6(b). So long as a Preferred
Distribution Default shall continue, any vacancy in the office of a Preferred
Shares Trustee may be filled by written consent of the Preferred Shares Trustee
remaining in office, or if none remains in office, by a vote of the holders of
record of a majority of the outstanding Parity Securities when they have the
voting rights set forth in this Section 6(b). The Preferred Shares Trustees
shall each be entitled to one vote per trustee on any matter.

      (c) Certain Voting Rights. So long as any Series C Preferred Shares or
Series C Preferred Units remain outstanding, the Company shall not, without the
affirmative vote of the holders of at least two-thirds of the Series C Preferred
Shares and Series C Preferred Units outstanding at the time (together, as
applicable, voting as a single class) (collectively, the "Voting Securities")
(i) designate or create, or increase the authorized or issued amount of, any
class or series of shares ranking senior to the Series C Preferred Shares with
respect to payment of distributions or rights upon liquidation, dissolution or
winding-up of the Company or reclassify any authorized shares of the Company
into any such shares, or create, authorize or issue any obligations or security
convertible into or evidencing the right to purchase any such shares, (ii)
designate or create, or increase the authorized or issued amount of, any Parity
Preferred Shares or reclassify any authorized shares of the Company into any
such shares, or create, authorize or issue any obligations or security
convertible into or evidencing the right to purchase any such shares, but only
to the extent such Parity Preferred Shares are issued to an affiliate of the
Company (unless the affiliate is purchasing on the same terms as a
non-affiliate), or (iii) either (A) consolidate, merge into or with, or convey,
transfer or lease its assets substantially as an entirety, to any corporation or
other entity, or (B) amend, alter or repeal the provisions of the Company's
Charter (including these Articles Supplementary) or By-laws, whether by merger,
consolidation or otherwise, in each case that would materially and adversely
affect the powers, special rights, preferences, privileges or voting power of
the Series C Preferred Shares or the holders thereof; provided, however, that
with respect to the occurrence of a merger, consolidation or a sale or lease of
all or substantially all of the Company's assets as an entirety, so long as (a)
the Company is the surviving entity and the Series C Preferred Shares remain
outstanding (or the Series C Preferred Units remain exchangeable for Series C
Preferred Shares) with the terms thereof unchanged, or (b) the resulting,
surviving or transferee entity is a corporation organized under the laws of any
state and substitutes the Series C Preferred Shares for other preferred Shares
having substantially the same terms and same rights as the Series C Preferred
Shares, including with respect to distributions, voting rights and rights upon
liquidation, dissolution or winding-up of the Company, then the occurrence of
any such event shall not be deemed to materially and adversely affect such
rights, privileges or voting powers of the holders of the Series C Preferred
Shares and no vote of the Series C Preferred Shares shall be required; and
provided further that any increase in the amount of authorized Shares or the
creation or issuance of any other class or series of Shares, or any increase in
an amount of authorized shares of each class or series, in each case ranking
either (a) junior to the Series C Preferred Shares with respect to payment of
distributions and the distribution of assets upon liquidation, dissolution or
winding-up of the Company, or (b) on a parity with the Series C Preferred Shares
with respect to payment of distributions or the distribution of assets upon
liquidation, dissolution or winding-up of the Company to the extent such Shares
are not issued to an affiliate of the Company, shall not be deemed to materially
and adversely affect such rights, preferences, privileges or voting powers and
no vote of the Voting Securities shall be required.

      SECTION 7. Transfer Restrictions. The Series C Preferred Shares shall be
subject to the provisions of Article 3 of the Charter; provided, however, in no
event shall the Ownership Limit with respect to the Series C Preferred Shares
(as defined in the Charter) be decreased pursuant to Section 10 of Article 3 of
the Charter or otherwise (other than a decrease as a result of a retroactive
change in existing law that would require a decrease to retain real estate
investment trust status under the Internal Revenue Code of 1986, as amended).
<PAGE>

      SECTION 8. No Conversion Rights. The holders of the Series C Preferred
Shares shall not have any rights to convert such shares into shares of any other
class or series of Shares or into any other securities of, or interest in, the
Company.

      SECTION 9. No Sinking Fund. No sinking fund shall be established for the
retirement or redemption of Series C Preferred Shares.

      SECTION 10. No Preemptive Rights. No holder of the Series C Preferred
Shares of the Company shall, as such holder, have any preemptive rights to
purchase or subscribe for additional Shares of the Company or any other security
of the Company which it may issue or sell.

            FOURTH: The Series C Preferred Shares have been classified and
designated by the Board under the authority contained in the Charter.

            FIFTH: These Articles Supplementary have been approved by the Board
in the manner and by the vote required by law.

            SIXTH: The undersigned President of the Company acknowledges these
Articles Supplementary to be the corporate act of the Company and, as to all
matters or facts required to be verified under oath, the undersigned President
acknowledges that to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is
made under the penalties for perjury.
<PAGE>

      IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to
be executed under seal in its name and on its behalf by its President and
attested to by its Secretary on this __ day of September, 1999.

                                     CABOT INDUSTRIAL TRUST


                                     By:______________________________
                                           Name:
                                           Title: President


[SEAL]

ATTEST:


By:______________________________
       Name:
       Title: Secretary