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
 
     [ ] Definitive additional materials
 
     [X] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
 
                      AMERICAN INDUSTRIAL PROPERTIES REIT
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                (Name of Registrant as Specified in Its Charter)
 
                            AMERICAN HOLDINGS, INC.
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                   (Name of Person(s) Filing Proxy Statement)
 
Payment of filing fee (Check the appropriate box):
 
     [ ]  $125  per  Exchange   Act  Rule  0-11(c)(1)(ii),  14a-6(i)(1),  or
          14a-6(j)(2).
 
     [X] $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
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(2) Aggregate number of securities to which transactions applies:


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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11: *


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(4) Proposed maximum aggregate value of transaction:


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     [ ] 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:


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(2) Form, schedule or registration statement no.:


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(3) Filing party:


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(4) Date filed:


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 *  Set  forth the amount on which the filing fee is calculated and state how it
    was determined.
 
                                                                             

                                                                OCTOBER 11, 1994
 
          AN IMPORTANT MESSAGE FROM AMERICAN HOLDINGS, INC. ('AMHOLD')
                              FELLOW SHAREHOLDERS
              OF AMERICAN INDUSTRIAL PROPERTIES REIT (THE 'TRUST')
 
                                     STOP!
 
     We  urge you not to return the WHITE  proxy card you will be receiving from
the management of the Trust. Do not vote to elect management's nominees as Trust
Managers at the Annual  Meeting on November 21,  1994 (the 'Meeting') until  you
have had an opportunity to consider our proxy statement which shall be mailed as
soon as practicable.
 
     In  December 1993, the Trust management  cancelled the payment of dividends
to Shareholders but paid Mr.  Wolcott a bonus of  $50,000. Then last Spring  the
Trust  management spent  over $400,000  in a  losing attempt  to impose numerous
restrictions on the Trust and its Shareholders.  Now they say the Trust may  not
be able to pay its debts on time and may have to seek 'protection under the law'
which  we believe means bankruptcy. We successfully opposed what we believed was
nothing more than  a bold  attempt by management  to entrench  itself and  usurp
power  which now rests with all of us, the Shareholders. Because of our efforts,
among other things, there is no  staggered board and we Shareholders can  change
the management of the Trust at this Meeting.
 
                                     LOOK!
 
     Look  at the  record of  this management.  Compare the  performance of your
Shares with the  Standard and  Poor's ('S&P') 500  Index and  the NAREIT  Equity
(REIT)  Index. Assuming that on December 31, 1988 an investment of $100 was made
in the  Shares and  in  each of  the foregoing  indices  and also  assuming  the
reinvestment  of dividends, by December 31, 1993  the $100 investment in the S&P
Index would  have almost  doubled  to $197  and in  the  RElT Index  would  have
increased  by 71% to $171.  In stark contrast that  $100 investment in the Trust
would have shrunk almost in half to $58.
 
     Last time,  we  believe  Mr. Wolcott  tried  to  pass himself  off  as  new
management.  Even he concedes he  was the chief operating  officer or CEO of the
Trust since 1988 (except 1992)  and Mr. Bricker has  been a Trust Manager  since
1985,  certainly long enough, we think, for both to share the responsibility for
the dismal performance of the Trust.
 
                                    LISTEN!
 
     Listen to our message about what this  management has been up to and  about
our  program for the Trust's future both of which shall be detailed in our proxy
statement. In short, we shall seek to maximize the value of all Shares, ours and
yours. We believe a change is essential not only to dislodge a management we see
as moribund  and self-serving,  but  to install  leadership which  will  develop
alternatives, first to stem the Trust's decline and then to expand its prospects
for growth.
 

 
                 
STOP                Don't vote Management's White Proxy Card. You have more than five weeks to
                    vote.
 
LOOK                For our Proxy Material and our BLUE Proxy Card.
 
LISTEN              To our program which we believe will increase shareholder values.


 
                               I M P O R T A N T
 
     IF  YOUR SHARES ARE HELD IN 'STREET NAME' ONLY YOUR BANK OR BROKER CAN VOTE
YOUR SHARES, AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. PLEASE CONTACT
THE PERSON RESPONSIBLE FOR YOUR  ACCOUNT AND INSTRUCT THEM  NOT TO VOTE AT  THIS
TIME.
 
     IF  YOU HAVE ANY QUESTIONS OR NEED  FURTHER ASSISTANCE, PLEASE CALL PAUL O.
KOETHER, OF  AMERICAN HOLDINGS,  INC., COLLECT  AT (908)  766-7220, OR  JOHN  W.
GALUCHIE,  JR., OF  AMERICAN HOLDINGS, INC.,  COLLECT AT (908)  234-9220, OR OUR
PROXY SOLICITOR: BEACON HILL PARTNERS, INC., 90 BROAD STREET, NEW YORK, NEW YORK
10004 (212) 742-1318.
 
                   INFORMATION ABOUT AMERICAN HOLDLNGS, INC.
 
     AmHold was engaged in the business of real estate asset management  through
its  majority-owned  subsidiary, NorthCorp  Realty Advisors,  Inc. ('NorthCorp')
until August 1994  when it  sold its interest  in NorthCorp  to an  unaffiliated
party.  It  currently is  seeking to  redeploy its  assets to  another operating
business.
 
          DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN HOLDINGS, INC.
 


                                                                            PERCENTAGE OF DIRECT OR
                                                                             INDIRECT OWNERSHIP OF
                                                                             VOTING SECURITIES OF
         NAME OF PERSON              POSITION AND OFFICE PRESENTLY HELD     AMERICAN HOLDINGS, INC.
- ---------------------------------    -----------------------------------    -----------------------
                                                                      
Paul O. Koether                      Chairman and President                          36.04%(1)
John W. Galuchie, Jr.                Executive Vice President,
                                     Treasurer and Director                          28.94%(1)
Richard M. Bossert                   Director                                          *
Alfredo Mena                         Director                                          *
William Mahomes, Jr.                 Director                                          *
Mark W. Jaindl                       Senior Vice President                            1.64%
Mark Koscinski                       Vice President                                    *

 
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  * Less than 1%.
 
(1) Includes 27.80% owned by Sun Equities Corporation ('Sun Equities') of  which
    Messrs.  Koether  and Galuchie  are  directors and  executive  officers. Sun
    Equities is a  private company the  business of  which is to  own shares  of
    other corporations including AmHold.