**Exhibit 31.2**

 

**CATELLUSDEVELOPMENT CORPORATION**

**CERTIFICATIONBY THE CHIEF FINANCIAL OFFICER**

**PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, C. William Hosler, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of CatellusDevelopment Corporation;

 

2. Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of CatellusDevelopment Corporation as of, and for, the periods presented in this report;

 

4. Catellus Development Corporation’s other certifying officer and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d –15(f)) for Catellus Development Corporation and have:

 

(a) Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to Catellus Development Corporation, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

 

(b) Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

 

(c) Evaluatedthe effectiveness of Catellus Development Corporation’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

 

(d) Disclosedin this report any change in Catellus Development Corporation’s internalcontrol over financial reporting that occurred during Catellus DevelopmentCorporation’s most recent fiscal quarter (Catellus Development Corporation’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, Catellus DevelopmentCorporation’s internal control over financial reporting; and

 

5. Catellus Development Corporation’s other certifying officer and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting, to Catellus Development Corporation’s auditors and theAudit Committee of Catellus Development Corporation’s Board of Directors (orpersons performing the equivalent functions):

 

(a) Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect Catellus Development Corporation’s ability to record, process,summarize and report financial information; and

 

(b) Anyfraud, whether or not material, that involves management or other employees whohave a significant role in Catellus Development Corporation’s internal controlover financial reporting.

 

Date: August 5, 2005

 

 
|   | /s/ C. WILLIAM HOSLER                                  |
|--------|--------------------------------------------------------|
|   | **C. William Hosler**                                  |
|   | **Senior Vice President and Chief Financial  Officer** |

 

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