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                                                                      Exhibit 24

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or officer of Catellus Development Corporation, a Delaware corporation
(the "Company"), hereby constitutes and appoints Nelson C. Rising, C. William
Hosler, Vanessa L. Washington, and Paul A. Lockie and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead in any
and all capacities, to sign one or more Annual Reports for the Company's fiscal
year ended December 31, 2002, on Form 10-K under the Securities Exchange Act of
1934, as amended, or such other form as any such attorney-in-fact may deem
necessary or desirable, any amendments thereto, and all additional amendments
thereto, each in such form as they or any one of them may approve, and to file
the same with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done so
that such Annual Report shall comply with the Securities Exchange Act of 1934,
as amended, and the applicable Rules and Regulations adopted or issued pursuant
thereto, as fully and to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitute or resubstitute, may lawfully do or
cause to be done by virtue hereof.

     IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her
hand this 21st day of March, 2003.


/s/ Nelson C. Rising                      /s/ William M. Kahane
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Nelson C. Rising                         William M. Kahane
Chairman and Chief Executive Officer


/s/ Joseph F. Alibrandi                   /s/ Leslie D. Michelson
-------------------------------------    ---------------------------------------
Joseph F. Alibrandi                      Leslie D. Michelson
Director                                 Director


/s/ Stephen F. Bollenbach                 /s/ Deanna W. Oppenheimer
-------------------------------------    ---------------------------------------
Stephen F. Bollenbach                    Deanna W. Oppenheimer
Director                                 Director


/s/ Daryl J. Carter                       /s/ Thomas M. Steinberg
-------------------------------------    ---------------------------------------
Daryl J. Carter                          Thomas M. Steinberg
Director                                 Director


/s/ Richard D. Farman                     /s/ Cora M. Tellez
-------------------------------------    ---------------------------------------
Richard D. Farman                        Cora M. Tellez
Director                                 Director


/s/ Christine Garvey
-------------------------------------
Christine Garvey
Director