SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D/A

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (Amendment No. 8)*


NAME OF ISSUER:  American Industrial Properties REIT

TITLE OF CLASS OF SECURITIES:  Shares of Beneficial Ownership

CUSIP NUMBER:   026791103000

NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS:

     Natalie I. Koether, Esq., Rosenman & Colin
     P. O. Box 97, Far Hills, New Jersey 07931      (908) 766-4101

DATE OF EVENT WHICH REQUIRES FILING:    May 15, 1995


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following: ________

Check the following if a fee is being paid with the statement:_________.  (A fee
is not required only if the reporting  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.)

     Note: Six copies of this statement, including all exhibits, should be filed
with the  Commission.  See Rule 13d-1(a) for other parties to whom copies are to
be sent.

*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
disclosures provided in a prior cover page.

The  information  required on the remainder of this cover shall not be deemed to
be "filed" for the purpose of Section 18 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).

                         (Continued on following pages)






CUSIP NO.:  026791103000


1.       NAME OF REPORTING PERSON:   American Holdings, Inc.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
         (a)      (b)   X

3.       [SEC USE ONLY]

4.       SOURCE OF FUNDS:  WC

5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEMS 2(d) OR 2(e): 

6.       CITIZENSHIP OR PLACE OF ORGANIZATION:   Delaware

7.       SOLE VOTING POWER:          888,000

8.       SHARED VOTING POWER:

9.       SOLE DISPOSITIVE POWER:     888,000

10.      SHARED DISPOSITIVE POWER:

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
         PERSON:                     888,000

12.      CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES:

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   9.785%

14.      TYPE OF REPORTING PERSON:   CO






     This Amendment No. 8 (the "Amendment") relates to the Schedule 13D filed on
February 2, 1994, in connection  with the ownership by American  Holdings,  Inc.
("AmHold") of Shares of Beneficial  Interest  ("Shares") of American  Industrial
Properties  REIT,  a Texas  real  estate  investment  trust (the  "Trust").  The
capitalized terms used in the Amendment,  unless otherwise  defined,  shall have
the same meaning as in the original Schedule 13D.

Item 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     Since the date of the last filing, AmHold has acquired an additional 18,000
Shares at an aggregate  purchase  price of  $25,295.00,  including any brokerage
commissions. AmHold purchased these Shares with its working capital.

Item 4.  PURPOSE OF TRANSACTION.

     Item 4 is amended hereby to add the following:

     AmHold mailed to  Shareholders of record owning 500 Shares or more a copy
of a letter  sent to Charles  Wolcott,  President  of the  Trust.  A copy of the
letter to Shareholders is attached as Exhibit H.




Item 5.  INTEREST IN SECURITIES OF THE ISSUER.

     Item 5 is amended hereby to add the following:

     (a) As of the close of business on May 15, 1995, AmHold  beneficially owned
888,000  Shares,   representing 9.785%  of  the  9,075,400  Shares  reported  as
outstanding in the Trust's Form 10-K for the year ended December 31, 1994.

     (b) The information  presented in Items 7 through 10 of the cover sheet
to this Amendment is incorporated herein by reference.



Item 7.  MATERIAL TO BE FILED AS EXHIBITS.

         Exhibit H -  Letter to Charles Wolcott dated May 15, 1995.

 








                                   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. 


Dated: May 16, 1995 

                              AMERICAN HOLDINGS, INC. 


                                                            
                              -----------------------------
                              John W. Galuchie, Jr. 
                              Executive Vice President



                                  EXHIBIT H(1)


                                         May 15, 1995



Mr. Charles Wolcott
President
American Industrial Properties REIT
6220 North Beltline, Suite 205
Irving, Texas  75063

Dear Mr. Wolcott:

     In two proxy contests American Holdings, Inc. ("AmHold") has accused you of
dissembling  to  Shareholders  and  operating  the Trust to your own  advantage.
Always you replied that the Trust was making significant progress.

     In October 1994,  when you were soliciting the votes of  Shareholders,  you
bragged that funds from  operations and net operating  income had increased.  We
warned that these so called  "improvements" were a mirage.  Indeed these alleged
"improvements"  disappeared  when  the  independent  accountant,  Ernst & Young,
examined the Trust's operations.

     The loan from AMRESCO  Capital  Corporation  (the "AMRESCO Loan") which you
touted to  Shareholders  as "critical to the Trust's future growth" has led to a
major  lawsuit  with the Trust's  biggest  lender who has  declared the Trust in
default and called the AMRESCO Loan unlawful.

     AMRESCO  Loan. In October you claimed that the AMRESCO Loan would result in
"...future growth" and "much needed  liquidity..." We said that the AMRESCO Loan
just placed the Trust DEEPER IN DEBT,  closer to a financial crisis and likelier
to fund past  mistakes and  increased  salaries  and bonuses.  Did the Loan fund
growth or fund increased compensation?  Hint: In 1994, you were paid a salary of
$180,000  (compared to $150,000 in 1993, an increase of 20%); a bonus of $62,100
(compared to $50,000 in 1993, an increase of 24%); plus a contribution of $7,222
to the profit sharing plan, an aggregate  increase in compensation  over 1993 to
you of 25%.

And did the Loan improve the  prospects for improved  liquidity?  Hint: On April
21, 1995, the Trust's principal lender, The Manufacturers Life Insurance Company
("MLI") sent a notice of default alleging,  among other things, that the AMRESCO
Loan was an unlawful action under its loan agreements with the Trust and stating
that it may accelerate the payment of $45,239,000 in outstanding principal.  Now
the Trust is litigating against MLI alleging "bad
faith".






The MLI Lawsuit.  You accuse MLI of bad faith.  Is this not the same lender that
patiently  awaited  payment of  interest  when the Trust  twice was in danger of
default last year?

Funds from  Operations.  During the October proxy contest you claimed that funds
from operations were positive by $344,000 for the quarter ended September,  1994
and $295,000 for the nine months.  The annual report  certified by Ernst & Young
reported  that funds from  operations  for the year  ended  December,  1994 were
negative  by  ($109,000).  That means that funds  from  operations  declined  by
$404,000 in the fourth quarter. Was the fourth quarter deficit just bad luck? Or
was the third  quarter just a convenient  upswing to fool the  Shareholders  and
persuade them to vote for you? Hint:  Funds from operations were negative before
and after the  "miraculous"  upturn in the September  1994 quarter and continued
negative in the first quarter of 1995.

Net Operating  Income.  In October you claimed that net operating  income in the
third  quarter had  increased for the fifth  consecutive  quarter.  But when the
auditors showed up in the fourth quarter even though property  revenues were up,
net  operating  income was down  compared to the prior  quarter.  Was the fourth
quarter of 1994 just an aberration in an otherwise  upward trend?  Hint: As your
salary and  benefits  mounted so did the  Trust's  debt (from $57 million to $66
million)  and losses ($4.7  million at  year-end).  Preliminary  results for the
first quarter ended March 1995 indicate that losses seem as unremitting as ever.

The Same Agenda.  You have accused  AmHold of having a changing  agenda.  AmHold
accuses you of having the same old agenda.  We cautioned the  Shareholders  that
you were  operating  the  Trust to  entrench  current  management  and to secure
benefits to which you were not entitled.  You have amply  demonstrated  that you
are willing to defend your control of the Trust to the last dollar of the Trust.

Phony Progress.  Over and over you claimed progress where none existed. Now, the
Trust has  "progressed"  to the brink of bankruptcy or at best to a crossroad of
possibly unsatisfactory alternatives.  Numerous potential acquirers,  individual
investors and major  investment  bankers have contacted you to discuss  possible
transactions with the Trust. At least some of these proposals would have enabled
the  Shareholders  to benefit from any discount of the MLI debt.  You previously
claimed that you pursued and evaluated each proposal which you deemed  "serious"
and "in the best interests" of Shareholders.  Each purportedly was found wanting
by you.  Paraphrasing  one  stock  analyst  it looks as if what you were  really
trying  to do was make  sure you had the best  possible  deal for you as long as
possible.  But as we predicted the time has come when there is at stake not only
the  survivance  of your  control  but  the  survivance  of  value  for  current
Shareholders.

     The Eyes of  Shareholders  Are Upon  You.  They and the law will  determine
whether the choices you make serve them or you.

                                          Very truly,

                                          /s/ Paul O. Koether   

                                          PAUL O. KOETHER
                                          Chairman