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                                                              EXHIBIT 10.50

                        CATELLUS DEVELOPMENT CORPORATION



                                                               November 16, 1996




Mr. Timothy J. Beaudin
Senior Vice President Property Operations
Catellus Development Corporation
201 Mission Street
San Francisco, CA 94105

Dear Tim:

                  The purpose of this letter is to amend that certain Employment
Agreement dated as of February 10, 1995 (the "Employment Agreement") between
Catellus Development Corporation (the "Company") and you as follows:

          1. TERM OF AGREEMENT. The term of the Employment Agreement shall be
extended from February 9, 1998 to December 31, 2000

          2. BONUS. Section 1.4 of the Employment Agreement is hereby amended to
readin its entirety as follows:

         "1.4     Bonuses.

                           (a) Executive shall be eligible to receive an annual
         bonus (the "Base Bonus") equal to up to 100% of Base Salary commencing
         with the year beginning January 1, 1996. The Base Bonus each year shall
         be determined on the basis of the achievement of performance goals
         negotiated in good faith annually in advance with Executive by the
         Chief Executive Officer of the Company on or before February 28 of each
         year. The Base Bonus shall be payable each year no later than March 31.

                           (b) Executive shall be eligible to receive an
         additional bonus (the "Additional Bonus") equal to up to 100% of Base
         Salary commencing with the year beginning January 1, 1996. The
         Additional Bonus each year shall be determined on the basis of the
         achievement of performance goals negotiated in good faith annually in
         advance with Executive by the Chief Executive Officer of the Company on
         or before February 28 of each year; provided that the Additional

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         Bonus may not exceed the Base Bonus in any year. Such Additional Bonus
         will be payable for the achievement of results far in excess of
         expected performance and add tangible value to the Company beyond that
         anticipated in the Company's Annual Business Plan. The Additional Bonus
         shall be payable each year no later than March 31.

                    (c) All bonus payments shall be subject to appropriate
          withholding payments deducted therefrom."

               3. TERMINATION PAYMENTS. Section 1.8 of the Agreement is hereby
          amended to read in its entirety as follows:

         "1.8     Benefits Upon Termination.
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                           (a) If, at any time during the term of this
         Agreement, (i) Executive involuntarily ceases to be an employee of the
         Company for any reason other than (A) termination for Cause, (B)
         disability at a time when Executive is receiving disability benefits
         under a long-term disability plan or disability insurance provided by
         the Company, (C) death, or (D) normal retirement under the Company's
         pension plan or a qualified retirement plan of the Company or (ii)
         Executive terminates employment with the Company for Good Reason (as
         defined below), then the amount of benefits payable on account of such
         termination shall be equal to the sum of (1) unpaid accrued salary as
         of the Date of Termination, (2) unpaid salary with respect to any
         vacation days accrued but not taken as of the Date of Termination, (3)
         the number of full months remaining in this Agreement, but not to
         exceed 24, multiplied by the average monthly Base Salary (determined
         without regard to amounts payable under any bonus program, or other
         forms of extraordinary compensation) for the immediately preceding 2-
         year period or, if Executive has not served the Company for 24 months,
         then the average monthly Base Salary (determined without regard to
         amounts payable under any bonus program, or other forms of
         extraordinary compensation) for such shorter period; and (4) the number
         of full or partial months remaining in the period commencing on the
         first day following the most recent period in respect of which the Base
         Bonus has been paid and ending on December 31, 2000, but not to exceed
         24, multiplied by the average monthly Base Bonus and Additional Bonus
         for the immediately preceding 2-year period or, if Executive has not
         served the Company for 24 months, then the average monthly Base Bonus
         and Additional Bonus for such shorter period,

         provided, however,
         ------------------ that the amount of such benefits shall be reduced by
         any other benefits provided upon termination of employment to which
         Executive may be entitled under any severance agreement with the
         Company.

                           Executive shall not be required to mitigate the
         amount of any payment provided for in this Agreement by seeking other
         employment or

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         otherwise. The Company shall not be entitled to set off against the
         amounts payable to Executive under this Agreement any amounts owed to
         the Company by Executive, any amounts earned by Executive in other
         employment after termination of his employment with the Company, or any
         amounts which might have been earned by Executive in other employment
         had he sought such other employment.

                           The Company shall pay Executive, no later than the
         fifth day following the Date of Termination, a lump sum payment, in
         cash, equal to the amount due under Section 1.8(a) hereof; provided,
         however, Executive may elect any time prior to the Date of Termination
         to receive the amounts due under Section 1.8(a) hereof on an
         installment basis as may be mutually agreed by the Company and
         Executive.

                           (b) If, at any time during the term of this
         Agreement, Executive ceases to be an employee for any reason described
         in Section 1.8(a) hereof, during the remainder of the term of this
         Agreement, Executive shall continue to be treated as an employee for
         purposes of the Company's group health and dental programs, but not for
         purposes of life, dependent care reimbursement, health care
         reimbursement, business travel accident insurance, or long- or
         short-term disability programs (except to the extent Executive is
         drawing benefits at the time of termination), tax-qualified retirement
         plans, or any other employee benefit plan or program of the Company,
         and shall receive benefits substantially comparable to those in effect
         on the day before the Date of Termination subject to any reduction or
         termination of such benefits similarly affecting all senior management
         personnel of the Company.

                           (c) If, at any time during the term of this
         Agreement, Executive ceases to be an employee for any other reason,
         then Executive shall be entitled to the sum of (i) unpaid accrued
         salary, (ii) unpaid salary with respect to any vacation days accrued
         but not taken as of the Date of Termination and (iii) any bonus or
         portion thereof to which Executive is entitled under any then effective
         bonus plan or program."

                  Except as expressly set forth herein, all other terms and
provisions of the Employment Agreement shall remain in full force and effect and
in all other respects are hereby ratified and confirmed.

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                  If you are in agreement with the foregoing, please sign and
return an enclosed counterpart of this letter.

                                                     Very truly yours,

                                                     CATELLUS DEVELOPMENT
                                                              CORPORATION


                                                     By: /s/ Nelson C. Rising
                                                         ______________________
                                                     Title:  President and Chief
                                                             Executive Officer



AGREED this 18 day of November, 1996:

/s/ Timothy J. Beaudin
----------------------------
Timothy J. Beaudin

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