OMB APPROVAL
                                                   OMB Number 3235-0145
                                                   Expires: October 31, 1994
                                                   Estimated average burden
                                                   hours per response ... 14.90


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                (Amendment No. )*

                        Catellus Development Corporation
                       ----------------------------------
                                (Name of Issuer)

                                     Common
                                     ------
                         (Title of Class of Securities)

                                    149113102
                                    ---------
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement [ ] (A fee is
not required only if the person:  (1) has a previous statement on file reporting
beneficial  ownership  of more than  five  percent  of the  class of  securities
described in Item 1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in prior coverage.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of the Securities  Exchange Act of 1934 ("Act") or
otherwise  subject to the  liabilities  of that  section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).

SEC 1745 (2/92)
                                     Page 1







                                  SCHEDULE 13G

CUSIP No.   149113102                                         Page 2 of 4 Pages
-------------------------------------------------------------------------------
1)  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Cohen & Steers Capital Management, Inc.
          13-335336
-------------------------------------------------------------------------------
2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                          (a) [ ]
                                                          (b) [ ]

-------------------------------------------------------------------------------
3)  SEC USE ONLY



-------------------------------------------------------------------------------
4)  CITIZENSHIP OR PLACE OF ORGANIZATION

          New York

-------------------------------------------------------------------------------
    NUMBER        5)   SOLE VOTING POWER
    OF                   6,098,798
    SHARES        _____________________________________________________________
    BENEFICIALLY  6)   SHARED VOTING POWER
    OWNED BY
    EACH          _____________________________________________________________
    REPORTING     7)   SOLE DISPOSITIVE POWER
    PERSON               6,860,681
    WITH          _____________________________________________________________
                  8)   SHARED DISPOSITIVE POWER

-------------------------------------------------------------------------------
9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          6,860,681

-------------------------------------------------------------------------------
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES

          [ ]
-------------------------------------------------------------------------------
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


          7.47%
-------------------------------------------------------------------------------
12) TYPE OF REPORTING PERSON


          IA
-------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!

                                     Page 2





SCHEDULE 13G                                                        Page 3 of 4

Item 1(a)   Name of Issuer

                 Catellus Development Corporation

Item 1(b)   Address of Issuer's Principal Executive Office

                 201 Mission Street
                 Second Floor
                 San Francisco, CA  94105

Item 2(a)   Name of Person Filing

                 Cohen & Steers Capital Management, Inc.

Item 2(b)   Address of Principal Business Office

                 757 Third Avenue
                 New York, New York 10017

Item 2(c)   Citizenship

                 USA

Item 2(d)   Title of Class of Securities

                 Common

Item 2(e)   CUSIP Number

                149113102

Item 3.     If this statement is filed pursuant to Rule 13d-l(b), or
            13d-2(b), check whether the person filing is a

            (a)  [ ]  Broker or Dealer registered under Section 15 of the Act

            (b)  [ ]  Bank as defined in Section 3(a)(6) of the Act

            (c)  [ ]  Insurance Company as defined in section 3(a)(19) of
                      the Act

            (d)  [ ]  Investment Company registered under Section 8 of the
                      Investment Company Act

            (e)  [X]  Investment Adviser registered under Section 203 of the
                      Investment Advisers Act of 1940

            (f)  [ ]  Employee  Benefit Plan,  Pension Fund which is subject
                      to  the  provisions  of  the  Employee  Retirement  Income
                      Security  Act of  1974  or  Endowment  Fund;  see  Section
                      240.13d-1(b)(1)(ii)(F)

            (g)  [ ]  Parent Holding Company, in accordance with Section
                      240.13d-l(ii)(G) (Note:  See Item 7)

            (h)  [ ]  Group, in accordance with Section
                      240.13d-1(b)(l)(ii)(H)






Item 4       Ownership

             (a)  Amount of Shares Beneficially Owned     6,860,681

             (b)  Percent of Class                         7.47%

             (c)  Number of Shares as to which such person has:

                  (i)    sole power to vote or to direct
                         the vote                                   6,098,798

                  (ii)   shared power to vote or to direct the vote

                  (iii)  sole power to dispose or to direct the
                         disposition of                             6,860,681

                  (iv)   shared power to dispose or to direct
                         the disposition of

Item 5       Ownership of Five Percent or Less of a Class

             If this  statement is being filed to report the fact that as of the
             date hereof the  reporting  person has ceased to be the  beneficial
             owner of more than five percent of the class of  securities,  check
             the following. [ ]

Item 6       Ownership of More than Five Percent on Behalf of Another Person

                   NA

Item 7       Identification and Classification of the Subsidiary Which Acquired
             the Security Being Reported on By the Parent Holding Company

                   NA

Item 8       Identification and Classification of Members of the Group

                   NA

Item 9       Notice of Dissolution of the Group

                   NA

Item 10      Certification

By signing below I certify  that,  to the best of my knowledge  and belief,  the
securities  referred to above were  acquired in the ordinary  course of business
and were not  acquired for the purpose of and do not have the effect of changing
or  influencing  the  control  of the  issuer  of such  securities  and were not
acquired in connection with or as a participant in any  transaction  having such
purposes or effect.


Signature
---------

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

February 17, 2004


/s/Robert Steers
----------------------------------
Signature


Robert H. Steers, Chairman
----------------------------------
Name and Title