SCHEDULE 14A
                                (Rule 14a-101)

                   INFORMATION REQUIRED IN PROXY STATEMENT

                           SCHEDULE 14A INFORMATION
             Proxy Statement Pursuant to Section 14(a) Securities
                             Exchange Act of 1934

Filed by the registrant [   ]
Filed by a party other than the registrant [ X ]
Check the appropriate box:

      [    ] Preliminary proxy statement
      [    ] Definitive proxy statement
      [ X ]  Definitive additional materials
      [    ] Soliciting material pursuant to Rule 14a-11(c) or    
             Rule 14a-12
                  
                   American Industrial Properties REIT            
            (Name of Registrant as Specified in Its Charter)

                         American Holdings, Inc.                  
                 (Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

      [ X ] $125 per Exchange Act Rule 0-11(c)(1)(ii),            
            14a-6(i)(1), or 14a-6(j)(2).*
      [   ] $500 per each party to the controversy pursuant to   
             Exchange Act Rule 14a-6(i)(3).
      [   ] Fee computed on table below per Exchange Act Rules   
             14a-6(i)(4) and 0-11.

(1)  Title of each class of securities to which transaction applies:
           
                  Shares of Beneficial Interest                         

                                                              
(2)  Aggregate number of securities to which transactions applies:


(3)  Per unit price or other underlying value of transaction
     computed pursuant to Exchange Act Rule 0-11:1
                                                                  
 
(4)  Proposed maximum aggregate value of transaction:
                                                                 

[ ]  Check box if any part of the fee is offset as provided      
by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously.  Identify the previous
filing by registration number, or the form or schedule and the
date of its filing.

(1)  Amount previously paid:
(2)  Form, schedule or registration statement no.:
(3)  Filing party:
(4)  Date filed:
                                                                 
___________________
1Set forth the amount on which the filing fee is calculated and
 state how it was determined.

*Previously paid in connection with the filing of preliminary
 proxy materials on March 17, 1994.










                                   April 26, 1994





Dear Fellow Shareholders of 
American Industrial Properties REIT:

     In response to inquiries from shareholders, American Holdings, Inc. has
disclosed that it will not sell its trust shares to American Industrial 
Properties REIT or any of its affiliates except in a transaction which 
includes all shareholders.

                                   Sincerely yours,



                                   Paul O. Koether
                                   Chairman