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                                                                    EXHIBIT 10.8


                       CATELLUS DEVELOPMENT CORPORATION
               AMENDED AND RESTATED EXECUTIVE STOCK OPTION PLAN
                      (Restated to Incorporate Amendments
                          through February 11, 1998)


1.  PURPOSES

          The purposes of the Catellus Development Corporation Amended and
Restated Executive Stock Option Plan (the "Plan") are to provide an incentive
program competitive in the real estate industry which will reward and retain
senior management whose performance will contribute to the long-term success and
growth of Catellus Development Corporation (the "Company") and to further the
identity of interests of senior management and the stockholders of the Company.
The Plan is also intended to further the identity of interests of the directors
of the Company with senior management and the stockholders.  The Plan provides
the committees described below with the discretion to grant key employees
incentives relating to the Company's common stock utilizing nonqualified stock
options.  The Plan also provides for automatic grants of nonqualified stock
options (pursuant to Section 18) to certain non-employee directors.

2.  DEFINITIONS

          (a) "Exchange Act" means the Securities Exchange Act of 1934 as in
effect from time to time.

          (b) "Board" means the Board of Directors of the Company.

          (c) "Code" means the Internal Revenue Code of 1986, as in effect from
time to time.

          (d) "Common Stock" means the common stock, par value $.01 per share,
of the Company or any security into which such common stock may be changed by
reason of any transaction or event of the type described in Section 12.

          (e) "Compensation and Benefits Committee" means the Compensation and
Benefits Committee of the Board, whose members are appointed by the Board from
time to time.  Although the Compensation and Benefits Committee has the
authority under the Plan to make grants of Stock Options to any Participant, it
is anticipated that the Compensation and Benefits Committee will make grants of
Options only to those Participants who are not subject to Section 16 of the
Exchange Act or Section 162(m) of the Code and the rules promulgated thereunder.

          (f) "Compensation Review Committee" means  the Compensation Review
Committee of the Board, whose members are appointed by the Board from time to
time.  All of the members of the Compensation Review Committee, which may not be
less than two, are intended at all times to qualify as "outside directors"
within the meaning of Section 162(m) of the Code, and as "non-employee
directors" within the meaning of Rule 16b-3; provided, however, that the failure
of a member of such committee to so qualify shall not be deemed to invalidate
any Option granted by such committee.  Although the Compensation Review
Committee has the authority under the Plan to make grants of Options to any
Participant, it is anticipated that the Compensation Review Committee will make
grants of Options only to those Participants who are subject to Section 16 of
the Exchange Act and/or Section 162(m) of the Code and the rules promulgated
thereunder.

          (g) "Date of Grant" means the date specified by the Compensation and
Benefits Committee, the Compensation Review Committee or the Special Committee,
as applicable, on which a grant of Options will become effective (which date
will not be earlier than the date on which such committee takes action with
respect thereto).

          (h) "Fair Market Value" means the closing price of the relevant
security for the applicable date as reported on the composite tape of New York
Stock Exchange issues (or, if the security is not so listed, the principal
national stock exchange on which the security is then listed or, if the security
is not listed on any
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national stock exchange, such other reporting system as selected by the
Compensation and Benefits Committee, the Compensation Review Committee or the
Special Committee, as applicable). The applicable committee will determine the
Fair Market Value of any security that is not publicly traded using criteria as
it determines, in such committee's discretion, to be appropriate for the
valuation.

          (i) "Option" means the right to purchase a share of Common Stock upon
exercise of an option granted pursuant to Section 6.

          (j) "Participant" means a person who is selected by the Compensation
and Benefits Committee, the Compensation Review Committee or the Special
Committee, as applicable, to receive Options under Section 6 of the Plan and who
is at that time (i) an executive officer or other senior manager of the Company
or any Subsidiary, or (ii) subject to Section 18 of the Plan, a non-employee
member of the Board.  Part-time employees (defined for purposes of the Plan as
individuals regularly working fewer than 30 hours per week) and temporary
employees of the Company or any Subsidiary are not eligible to participate in
the Plan.

          (k) "Rule 16b-3" means Rule 16b-3 under Section 16 of the Exchange Act
as such Rule is in effect from time to time.

          (l) "Special Committee" means a committee consisting of one or more
members of the Board that is appointed by the Board from time to time.  The
member or members of the Special Committee need not qualify as "outside
directors" within the meaning of Section 162(m) of the Code, or as "non-employee
directors" within the meaning of Rule 16b-3.  Although the Special Committee has
the authority under the Plan, within limits (if any) authorized by the
Compensation and Benefits Committee, the Compensation Review Committee or the
Board, to make grants of Options to any Participant, it is anticipated that the
Special Committee will make grants of Options only to those Participants who are
not subject to Section 16 of the Exchange Act or Section 162(m) of the Code and
the rules promulgated thereunder.

          (m) "Subsidiary" means any corporation, partnership, joint venture or
other entity in which the Company owns or controls, directly or indirectly, not
less than 50% of the total combined voting power or equity interests represented
by all classes of stock issued by such corporation, partnership, joint venture
or other entity.

3.  SHARES SUBJECT TO THE PLAN

          The maximum aggregate number of shares as to which Options may at any
time be granted under the Plan will be 4,250,000 shares of Common Stock, subject
to adjustment in accordance with Section 12.  Such Common Stock may be either
authorized but unissued shares or shares previously issued and reacquired by the
Company.  If and to the extent Options granted under the Plan terminate, expire
or are canceled without having been exercised, the shares subject to such
Options will again be available for purposes of the Plan, provided, however,
that any terminated, expired or canceled Option (i) will continue to count
against the Individual Limit (described at Section 6(h)) of the Participant to
whom such Option was originally granted and (ii) will also count against the
Individual Limit of any Participant subsequently awarded such Option.

4.  PLAN ADMINISTRATION

          (a) The Plan and all Options granted under the Plan will be
administered by the Compensation and Benefits Committee, the Compensation Review
Committee and the Special Committee.  For purposes of any action taken by the
Compensation and Benefits Committee, the Compensation Review Committee or the
Special Committee, whichever is applicable, a majority of the members will
constitute a quorum, and the action of the members present at any meeting at
which a quorum is present, or acts unanimously approved in writing, will be the
acts of the applicable committee.

          (b) The Compensation and Benefits Committee, the Compensation Review
Committee and the Special Committee have the full authority and discretion to
administer the Plan and to take any action that is

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necessary or advisable in connection with the administration of the Plan,
including without limitation the authority and discretion to interpret and
construe any provision of the Plan or of any agreement, notification or document
evidencing the grant of an Option. The interpretation and construction by the
Compensation and Benefits Committee, the Compensation Review Committee or the
Special Committee, as applicable, of any such provision and any determination by
the Compensation and Benefits Committee, the Compensation Review Committee or
the Special Committee pursuant to any provision of the Plan or of any such
agreement, notification or document will be final and conclusive; provided, that
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in the event the Compensation and Benefits Committee and the Compensation Review
Committee disagree (or either or both disagree with the Special Committee) with
respect to such interpretation, construction or determination, the Compensation
Review Committee's determination will be final and conclusive. No member of the
Compensation and Benefits Committee, the Compensation Review Committee or the
Special Committee will be liable for any such action or determination made in
good faith.

          (c) Notwithstanding any provision of the Plan to the contrary, the
Compensation Review Committee will have the exclusive authority and discretion
to take any action required or permitted to be taken under the provisions of
this Section, Section 12 and Section 13 with respect to Options granted under
the Plan that are intended to comply with the requirements of Section 162(m) of
the Code.

          (d) Each Committee may delegate to the officers or employees of the
Corporation the authority to execute and deliver those instruments and
documents, to do all acts and things, and to take all other steps deemed
necessary, advisable or convenient for the effective administration of this Plan
in accordance with its terms and purpose, except that a Committee may not
delegate any discretionary authority to grant or amend an Option award or with
respect to the timing, eligibility, pricing, amount or other material terms of
Awards to executive officers subject to Section 16 of the Exchange Act.  In
making any determination or in taking or not taking any action under this Plan,
each Committee may obtain and may rely upon the advice of experts, including
professional advisors to the Company.

5.  ELIGIBILITY FOR PARTICIPATION

          Participants other than non-employee directors will be selected from
time to time by the Compensation and Benefits Committee, the Compensation Review
Committee or the Special Committee.  Subject to the provisions of Section 18 of
the Plan, certain non-employee directors of the Company elected or appointed
prior to May 22, 1996 will also be eligible to participate in the Plan.  Nothing
contained in the Plan will be construed to limit the right of the Company to
grant options otherwise than under the Plan.

6.  GRANTING OF OPTIONS

          (a) The Compensation and Benefits Committee, the Compensation Review
Committee or the Special Committee may from time to time authorize grants to any
Participant of nonqualified Options upon such terms and conditions as such
committee, as applicable, may determine in accordance with provisions set forth
in this Section.  Options granted pursuant to the Plan are not intended to
qualify under particular provisions of the Code.  Any grant of Options to a non-
employee member of the Board will be subject to the provisions of Section 18.

          (b) Each grant will specify the number of shares of Common Stock to
which it pertains.

          (c) Each grant will specify the Option exercise price, which will not
be less than 100% of the Fair Market Value per share on the Date of Grant.

          (d) Each grant will specify whether the Option exercise price will be
payable  (i) in cash or by check acceptable to the Company,  (ii) by the
transfer to the Company of shares of Common Stock owned by the Participant for
at least six months (or, with the consent of the Compensation and Benefits
Committee, the Compensation Review Committee or Special Committee, as
applicable, for less than six months) having an aggregate Fair Market Value per
share at the date of exercise equal to the aggregate Option exercise price,
(iii) with the consent of the Compensation and Benefits Committee, the
Compensation Review Committee or the

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Special Committee, as applicable, by authorizing the Company to withhold a
number of shares of Common Stock otherwise issuable to the Participant having an
aggregate Fair Market Value per share on the date of exercise equal to the
aggregate Option exercise price, (iv) with the consent of the Compensation and
Benefits Committee, the Compensation Review Committee or the Special Committee,
as applicable, by promissory note, or other obligation for the future payment in
money, acceptable to such committee, or (v) by a combination of such methods of
payment; provided, however, that the payment methods described in clauses (ii)
and (iii) will not be available at any time that the Company is prohibited from
purchasing or acquiring such shares of Common Stock. Any grant may provide for
deferred payment of the Option exercise price from the proceeds of sale through
a bank or broker of some or all of the shares to which such exercise relates.

          (e) Successive grants may be made to the same Participant whether or
not any Options previously granted to such Participant remain unexercised.

          (f) Each grant will specify the required period or periods (if any) of
continuous service by the Participant with the Company or any Subsidiary and/or
any other conditions to be satisfied before the Options or installments thereof
will become exercisable, and any grant may provide, or may be amended to
provide, for the earlier exercise of the Options in the event of a change in
control of the Company (as defined in the stock option agreement evidencing such
grant or in any agreement referred to in such stock option agreement) or in the
event of any other similar transaction or event.

          (g) The Company will not be required to issue any fractional share of
Common Stock pursuant to the Plan, and no cash will be issued in lieu of
fractional shares.

          (h) Notwithstanding any other provision of the Plan or Option
agreement to the contrary, no Participant will receive any grant of an Option
under the Plan to the extent that the sum of (i) the number of shares of Common
Stock subject to such grant, and (ii) the number of shares of Common Stock
subject to all other prior grants to the Participant of Options under the Plan
during the three-year period ending on the Date of Grant, would exceed the
Participant's Individual Limit (as hereinafter defined) under the Plan.  The
determination made under the foregoing provisions of this paragraph will be
based on the shares subject to grant at the Date of Grant, regardless of when
the Options became exercisable (or were exercised).  A Participant's Individual
Limit will be 1,000,000 Common Shares.  Awards to a Participant may be less than
the Participant's Individual Limit, but may never exceed such amount.

7.     MAXIMUM TERM OF OPTIONS

          Unless the stock option agreement provides otherwise, Options granted
to employees hereunder will be exercisable for a term of ten years from the Date
of Grant.  No Option granted to a non-employee member of the Board will be
exercisable more than ten years from the Date of Grant.

8.  EXERCISE OF OPTIONS

          No Option may be exercised for a period of six months from the Date of
Grant.  Options will be exercised by a Participant giving written notice of such
exercise to the Company.  An Option will be exercisable during a Participant's
lifetime only by the Participant, or, if the Participant has become disabled, by
his legal representative.

9.  WITHHOLDING TAXES

          To the extent that the Company is required to withhold federal, state,
local or foreign taxes in connection with any benefit realized by an optionee
under the Plan, or is requested by an optionee to withhold additional amounts
with respect to such taxes, and the amounts available to the Company for such
withholding are insufficient, it will be a condition to the realization of such
benefit that the optionee make arrangements satisfactory to the Company for
payment of the balance of such taxes required or requested to be withheld.  In
addition, if permitted by the Compensation and Benefits Committee, the
Compensation Review Committee or the

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Special Committee, an optionee may elect to have any withholding obligation of
the Company satisfied with shares of Common Stock that would otherwise be
transferred to the optionee on exercise of the Option.

10.  FORFEITURE OF BENEFITS

          (a) Notwithstanding any other provision of this Plan or any provision
of a stock option agreement, any and all unexercised Options and all rights
under the Plan of a Participant who received such Option grant (or his
designated beneficiary or legal representatives) and the exercise thereof, will
be forfeited if, prior to the time of such exercise, the Participant shall (i)
be employed by a competitor of, or shall be engaged in any activity in
competition with, the Company without the Company's consent, (ii) divulge
without the Company's consent any secret or confidential information belonging
to the Company or any Subsidiary or (iii) engage in any other activities which
would constitute grounds for termination "for cause" as defined in the
Participant's stock option agreement, or in the absence of a definition in such
agreement, as defined in this Section.

          (b) For purposes of the Plan, "for cause" means (i) the continued
failure by the Participant to substantially perform his duties with the Company
or a Subsidiary (other than any such failure resulting from his incapacity due
to physical or mental illness) or (ii) conduct by the Participant which is
materially injurious to the Company or a Subsidiary, monetarily or otherwise, in
either case as determined by the Company.

11.  NON-TRANSFERABILITY OF OPTIONS

          A Participant's rights and interests under this Plan (including the
right to exercise unexercised Options) may not be assigned or transferred
except, in the case of a Participant's death, to the person or persons to whom
the option shall have been transferred by will or by the laws of descent and
distribution, or pursuant to a qualified domestic relations order as defined by
the Code, or Title I of the Employee Retirement Income Security Act of 1974, or
the rules thereunder.

12.  ADJUSTMENTS FOR CERTAIN EVENTS

          The Compensation and Benefits Committee, the Compensation Review
Committee or the Special Committee may make or provide for such adjustments in
the maximum number of shares specified in Section 3, in the number of shares of
Common Stock covered by outstanding Options granted hereunder, in the Option
exercise price applicable to any such Options, and/or in the kind of shares
covered thereby (including shares of another issuer), as such committee, as
applicable, in its sole discretion, exercised in good faith, may determine is
equitably required to prevent dilution or enlargement of the rights of
Participants that otherwise would result from any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure
of the Company, merger, consolidation, spin-off, reorganization, partial or
complete liquidation, issuance of rights or warrants to purchase securities or
any other corporate transaction or event having an effect similar to any of the
foregoing.  In the event the Compensation and Benefits Committee and the
Compensation Review Committee disagree (or either or both disagree with the
Special Committee) with respect to the foregoing adjustments, the Compensation
Review Committee's determination will be final and conclusive. Any adjustment
pursuant to this Section may provide for the elimination of any fractional share
which might otherwise result from such adjustment.

13.   AMENDMENT AND TERMINATION

          (a) The Compensation and Benefits Committee, the Compensation Review
Committee or the Board may from time to time terminate, modify or amend the Plan
in any respect; provided, that, unless also approved or ratified by a vote of
the holders of the outstanding shares of the capital stock of the Company
entitled to a majority of the voting power of the Company, any such modification
or amendment will not (subject, however, to the provisions of Section 12) (i)
increase the maximum number of Common Shares for which Options may be granted
under the Plan; (ii) reduce the Option price at which Options may be granted;
(iii) extend the period during which Options may be granted or exercised beyond
the times originally prescribed; (iv) materially

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modify the requirements as to eligibility for participation in the Plan; or (v)
materially increase the benefits accruing to Participants under the Plan. No
such termination, modification or amendment (other than as expressly permitted
by the terms of the stock option agreement or by Section 12) may adversely
affect the rights of a Participant under an outstanding Option without such
Participant's written consent.

          (b) The Compensation and Benefits Committee, the Compensation Review
Committee or the Special Committee may amend outstanding Options in a manner not
inconsistent with the terms of the Plan, but no such amendment (other than as
expressly permitted by the terms of the stock option agreement or by Section 12)
may adversely affect the rights of a Participant under an outstanding Option
without such Participant's written consent.

14.  RIGHTS OF PARTICIPANTS

          No Participant or other person will have any claim or right to be
granted an Option under the Plan.  Neither the Plan nor any action taken
hereunder will be construed as giving any Participant any right to be retained
in the employment or service of the Company or any Subsidiary, nor will it
interfere in any way with any right the Company or any Subsidiary would
otherwise have to terminate a Participant's employment or other service at any
time.

15.  RIGHTS AS A STOCKHOLDER

          A Participant or a transferee of an Option will have no rights as a
stockholder with respect to any share of Common Stock covered by his Option
until he becomes the holder of record of such share, and, except for stock
dividends as provided in Section 12 hereof, no adjustment will be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights in respect of such share for which
the record date is prior to the date on which he becomes the holder of record
thereof.

16.  AGREEMENTS WITH PARTICIPANTS

          Each Option grant will be evidenced by a stock option agreement
executed on behalf of the Company by an executive officer of the Company (other
than the recipient), or his or her delegate, and delivered to the Participant,
and containing such terms and provisions, consistent with the Plan, as the
Compensation and Benefits Committee, the Compensation Review Committee or the
Special Committee, as applicable, may approve.  By executing the stock option
agreement, a Participant shall be deemed to have accepted and consented to the
terms of this Plan and any action taken in good faith under this Plan by and
within the discretion of any Committee, the Board or their delegates.  Unless
the stock option agreement otherwise expressly provides, there shall be no third
party beneficiaries of the obligations of the Company to the Participant under
the agreement.

17.  REQUIREMENTS FOR ISSUANCE OF SHARES

          No shares of Common Stock will be issued or transferred hereunder
unless and until all legal requirements applicable to the issuance or transfer
of such shares have been complied with to the satisfaction of the Compensation
and Benefits Committee, the Compensation Review Committee or the Special
Committee.  The applicable committee may condition any award or the issuance of
Common Stock made to any Participant hereunder on such Participant's undertaking
in writing to comply with such restrictions on his subsequent disposition of
such shares as such committee deems necessary or advisable as a result of any
applicable law, regulation or official interpretation thereof, and certificates
representing such shares may be legended to reflect any such restrictions.

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18.  GRANTS TO DIRECTORS

          A single grant was made automatically under the Plan to each member of
the Board (excluding Board members who are employees) of the Company as of
February 27, 1992 and each non-employee director elected or appointed after
February 27, 1992 and prior to May 22, 1996.  Each such non-employee director
received an Option to purchase 5,000 shares of Common Stock and will not be
eligible to receive any future grant of Options as a non-employee director.  The
exercise price for an Option granted to a non-employee director as of February
27, 1992 was $13.78, increasing 5%, compounded annually, on each anniversary of
the grant date, commencing February 1998.  The exercise price for an Option
granted to a non-employee director thereafter was equal to 127.63% of the Fair
Market Value of a share of such stock on the date the Option was granted (which
will be deemed to be the date of such person's initial election or appointment
to the Board), increasing 5%, compounded annually, on each anniversary of such
grant date, commencing on the sixth anniversary of such grant date.  Options
granted pursuant to this Section to non-employee directors will become
exercisable in installments on a cumulative basis at a rate of 20% each year
beginning on the first anniversary of the grant date.

19.  MISCELLANEOUS

          (a) The Plan was originally effective as of February 27, 1992.  The
Plan, as amended and restated, is effective as of December 10, 1997.

          (b) This Plan, Option agreements, and the grant, exercise, conversion,
operation and vesting of Options, and the issuance and delivery of shares of
Common Stock and/or other securities under this Plan, are subject to compliance
with all applicable federal and state laws, rules and regulations (including,
but not limited to, state and federal insider trading, registration, reporting
and other securities laws and federal margin requirements) and to such approvals
by any listing, regulatory or governmental authority as may, in the opinion of
counsel for the Company, be necessary or advisable in connection therewith.  Any
securities delivered under this Plan shall be subject to such restrictions (and
the person acquiring such securities shall, if requested by the Company, provide
such evidence, assurance and representations to the Company as to compliance
with any thereof) as the Company may deem necessary or desirable to assure
compliance with all applicable legal requirements.

          (c) This Plan, Option agreements and any related documents and matters
shall be governed in accordance with the laws of the State of California, except
as to matters of Federal law.

          (d) In case any provision in this Plan shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions, or of such provision in any other jurisdiction, shall
not in any way be affected or impaired thereby.

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