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                                                                     Exhibit 4.6

                             CABOT INDUSTRIAL TRUST

                             ARTICLES SUPPLEMENTARY

                                1,300,000 SHARES

            8.625% SERIES B 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
(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
1,300,000 unissued shares of beneficial interest (the "Shares") as 8.625% Series
B 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 B CUMULATIVE REDEEMABLE SHARES

            Section 1. Designation and Number. A series of preferred shares,
designated the "8.625% Series B Cumulative Redeemable Preferred Shares" (the
"Series B Preferred Shares") is hereby established. The number of shares of
Series B Preferred Shares shall be 1,300,000.

            Section 2. Rank. The Series B 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 B 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 B Preferred
Shares with respect to distributions and rights upon voluntary or involuntary
liquidation, winding-up or dissolution of the Company. The term "equity
securities" does not include debt securities, which will rank senior to the
Series B 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 B Preferred Shares as to payment of
distributions, holders of Series B 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 $50 liquidation preference
per Series B Preferred Share. In the event that on or prior to December 31, 1999
(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,
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published, rating of the Company's senior unsecured 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 $50 liquidation preference per Series B Preferred Share,
in which case the designation of the Series B 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 December 31, 1999 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
December 31, 1999, then the revised rate herein provided shall be void ab initio
and the Company shall pay on December 31, 1999, in addition to the dividend then
due to the holders of the Series B 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 January 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 31, June 30, September 30 and
December 31 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 B 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 B Preferred Shares will be made to the
holders of record of the Series B 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 B
Preferred Share shall also continue to accrue all accrued and unpaid
distributions up to the exchange date on any Series B 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 B 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 B
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 a part 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 B 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 B 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.
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      (d) Priority as to Distributions. (i) So long as any Series B Preferred
Shares are outstanding, no 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 B 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 B Preferred Shares, any Parity Preferred Shares or
any Junior Shares, unless, in each case, all distributions accumulated on all
Series B 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 B 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
B Preferred Shares as to distributions and upon liquidation, windingup or
dissolution, and (iii) purchase by the Company of such Series B 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 B Preferred Shares, all distributions authorized and
declared on the Series B 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 B 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 B 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 B 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 B Preferred Shares
with respect to rights upon any voluntary or involuntary liquidation,
dissolution or winding-up of the Company. the holders of Series B 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 B
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 $50 per
Series B 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 B Preferred Shares and any Parity
Preferred Shares, all payments of liquidating distributions on the Series B
Preferred Shares and such Parity Preferred Shares shall be made so that the
payments on the Series B 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 B 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.
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      (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 B Preferred Shares at the respective addresses of such holders as the
same shall appear on the share transfer records of the Company.

      (c) No Further Rights. After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of Series B 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 B Preferred Shares may not be redeemed prior to April 29, 2004. On or
after such date, the Company shall have the right to redeem the Series B
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 $50 per share of Series B Preferred
Shares plus accumulated and unpaid distributions, whether or not declared, to
the date of redemption. If fewer than all of the outstanding Series B Preferred
Shares are to be redeemed, the Series B 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 B Preferred Shares unless all accumulated and
unpaid distributions have been paid on all outstanding Series B 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 B 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 B 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 B 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 B Preferred Shares to be redeemed, (iv) the place or
places where such Series B Preferred Shares are to be surrendered for payment of
the redemption price, (v) that distributions on the Series B 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 B Preferred Shares.
If fewer than all of the Series B Preferred Shares held by any holder are to be
redeemed, the notice mailed to such holder shall also specify the number of
Series B Preferred Shares held by such holder to be redeemed.

            (ii) If the Company gives a notice of redemption in respect of
Series B 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 B Preferred
Shares being redeemed, funds sufficient to pay the applicable redemption price,
plus any accumulated and unpaid distributions, whether or not
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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 B Preferred Shares
upon surrender of the certificates for the Series B Preferred Shares by such
holders at the place designated in the notice of redemption. If fewer than all
Series B Preferred Shares evidenced by any certificate are being redeemed, a new
certificate shall be issued upon surrender of the certificate evidencing all
Series B Preferred Shares, evidencing the unredeemed Series B Preferred Shares
without cost to the holder thereof. On and after the date of redemption,
distributions will cease to accumulate on the Series B Preferred Shares or
portions thereof called for redemption, unless the Company defaults in the
payment thereof. If any date fixed for redemption of Series B 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 B Preferred
Shares is improperly withheld or refused and not paid by the Company,
distributions on such Series B 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 B 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 B
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 B 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 B 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 B 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 B 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 B Preferred Shares,
a special meeting of the holders of Series B 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
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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 B
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 B Preferred Shares that would have been entitled to vote
at such special meeting.

            (iii) If and when all accumulated distributions and the
distributions for the current distribution period on the Series B 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 B
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 B Preferred Shares remain
outstanding. the Company shall not, without the affirmative vote of the holders
of at least two thirds of the Series B Preferred Shares outstanding at the time
(i) designate or create, or increase the authorized or issued amount of, any
class or series of shares ranking senior to or on parity with the Series B
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, 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 B 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 B Preferred Shares remain outstanding 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 B Preferred
Shares for other preferred Shares having substantially the same terms and same
rights as the Series B 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 B Preferred Shares and no vote of the Series
B 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 B
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 B Preferred Shares with respect to payment of
<PAGE>

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 Series
B Preferred Shares shall be required.

            Section 7. Transfer Restrictions. The Series B 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 B
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).

            Section 8. No Conversion Rights. The holders of the Series B
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 B Preferred Shares.

            Section 10. No Preemptive Rights. No holder of the Series B
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 B 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 _____th day of April, 1999.

                                           CABOT INDUSTRIAL TRUST


                                           By:
                                                 Name:
                                                 Title:


       [SEAL]

       ATTEST:


       Name:
       Title: Secretary