SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D/A

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (Amendment No. 9)*


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:    June 29, 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. 9 (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 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 I.


Item 7.  MATERIAL TO BE FILED AS EXHIBITS.

         Exhibit I -  Letter to Charles Wolcott dated June 29, 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: June 29, 1995 

                              AMERICAN HOLDINGS, INC. 


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



                                  EXHIBIT I



                                   RED ALERT
                   WHAT DANGER LURKS IN THE TRUST'S DEFAULT?
                         ONLY THE TRUST MANAGERS KNOW -
                       AND AS USUAL THEY AREN'T TALKING!



                                           June 29, 1995



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

Dear Mr. Wolcott:

     American Holdings,  Inc.  ("AmHold") owns 888,000 shares of the Trust. That
equates to 888,000  reasons  why AmHold  hopes that you and the other  remaining
Trust  Manager,  Mr.  Bricker,  truly do have the  Trust's  interests  at heart.
Unfortunately,  if we are  destined  to have  the past  become  the  future  the
prospects for the Trust most certainly are grim.

THE FACTS, NOTHING BUT THE FACTS

     Numbers  don't lie,  and no matter how you tried to contort  the results in
the last quarterly  report,  the figures supported the contentions in our recent
letter. Shareholders have complained that you refuse to listen to any caller who
dares to disagree with your management.  Like us, these Shareholders  understand
that A LOSS IS A LOSS.  Every  quarter the Trust  loses money and  Shareholders'
equity declines. And that's a fact!

KING BRICKER AND HIS CROWN PRINCE, THE IMPERIAL TRUSTEES

     Every  action you and Mr.  Bricker  have taken since the Trust  became self
managed,  in our view, is designed to entrench control.  You barely received the
requisite  majority  to  continue  the  life of the  Trust,  you lost the bid to
emplace  anti-takeover  measures and you failed to be  re-elected as Trustees in
the fall  election.  Yet you  arrogantly  proceed  to try and usurp  Shareholder
prerogatives.  Since January of 1994,  you have amended the By-laws of the Trust
numerous times without the approval of the  Shareholders.  Each amendment served
to increase  management's power at the expense of Shareholders.  We believe that
these By-law changes are unlawful and not binding.

'BRICKER' MANSHIP

     Even given the strategic  necessities of litigation we believe that you and
Mr. Bricker have not adequately informed the Shareholders about the suit against
the Trust's principal lender,  Manufacturers Life Insurance Company ("MLI"). You
have failed to explain  the  consequences  to the Trust if the lawsuit  does not
succeed, a factor particularly  pertinent now that MLI has accelerated the debt.
You have failed to disclose any attempts you have made to avoid this serious and
perhaps  life  threatening  confrontation  between  the Trust and its  principal
lender. You claim that you are acting in the best interests of the Trust and its
Shareholders.  But we are concerned that this game of brinkmanship  with MLI may
be a scheme to leverage the Trust until it is forced into bankruptcy so that you
and Mr. Bricker can eliminate Shareholder value to your own advantage.


LIES, LIES AND MORE LIES

     You have told the  Shareholders  over and over that you have pursued  every
potential  proposal to refinance the Trust.  Simply put, this is a lie. You have
failed to respond to major investment bankers who might have submitted proposals
that would have enabled the Trust to discount  the MLI debt and increase  equity
for the benefit of every Shareholder. We are prepared to prove our position. Are
you prepared to defend yours?  

THE EYES OF SHAREHOLDERS ARE UPON YOU

     You and Mr.  Bricker  have  embarked on a course  which,  in our view,  has
unduly jeopardized  Shareholder interests.  As you point out, there is no way of
predicting  how long it will take before the results are in.  Assuredly,  if the
Trust does not  prevail,  the  Shareholders  will expect you and Mr.  Bricker to
answer personally for breaches of your duty of trust.

                                           Very truly yours,


                                           Paul O. Koether