SC TO-C

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   SCHEDULE TO
                                 (RULE 14d-100)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     TRANSCONTINENTAL REALTY INVESTORS, INC.
                              (Name of the Issuer)

                         AMERICAN REALTY INVESTORS, INC.
                                 (Other Person)
                         BASIC CAPITAL MANAGEMENT, INC.
                                 (Other Person)
                                GENE E. PHILLIPS
                                 (Other Person)
                    TRANSCONTINENTAL ACQUISITION CORPORATION
                                    (Offeror)
                     TRANSCONTINENTAL REALTY INVESTORS, INC.
                                    (Issuer)
                   INCOME OPPORTUNITY ACQUISITION CORPORATION
                                 (Other Person)
                            (Names of Filing Persons)

                      COMMON STOCK, PAR VALUE .01 PER SHARE
                         (Title of Class of Securities)

                                   893617-20-9
                      (CUSIP Number of Class of Securities)

                                ROBERT A. WALDMAN
                        1800 VALLEY VIEW LANE, SUITE 300
                               DALLAS, TEXAS 75234
                                 (469) 522-4200
                              (469) 522-4360 (FAX)

                                 ---------------
                                   With copies
                                       to:
                                 ---------------

   STEVEN C. METZGER, ESQ.                              JEFFREY M. SONE, ESQ.
PRAGER METZGER & KROEMER, PLLC                          JACKSON WALKER L.L.P.
  2626 COLE AVENUE, SUITE 900                        901 MAIN STREET, SUITE 6000
     DALLAS, TEXAS 75204                                 DALLAS, TEXAS 75202
       (214) 969-7600                                      (214) 953-6000
     (214) 523-3838 (FAX)                                (214) 953-5822 (FAX)
      (Name, Address, and Telephone Numbers of Person Authorized to Receive
      Notices and Communications on Behalf of the Persons Filing Statement)






                            Calculation of Filing Fee
================================================================================
       Transaction valuation                       Amount of filing fee
- --------------------------------------------------------------------------------
                                                
          Not Applicable                              Not Applicable
================================================================================


Amount Previously Paid:  Not Applicable           Filing Party:  Not Applicable
Form or Registration No.:  Not Applicable         Date Filed:   Not Applicable

[X]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.

     Check the appropriate boxes below to designate any transactions to which
     the statement relates

     [X] third-party tender offer subject to Rule 14d-1.

     [ ] issuer tender offer subject to Rule 13e-4.

     [X] going private transaction subject to Rule 13e-3

     [ ] amendment to Schedule 13D under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the
     results of the tender offer: [ ]



                                TABLE OF CONTENTS

Item 12. Exhibits

Exhibit Index

         Exhibit (A)(5)(i)

         (A)(5)(i) Press Release issued by American Realty Investors, Inc. on
                   November 8, 2002




                                  EXHIBIT INDEX

        
(a)(5)(i)  Press release issued by American Realty Investors, Inc. on
           November 8, 2002.

EX-99.(A)(5)(I)

AMERICAN REALTY ANNOUNCES TENDER OFFER FOR COMMON SHARES OF TRANSCONTINENTAL
REALTY AND INCOME OPPORTUNITY REALTY

Thursday November 7, 5:01 pm ET

DALLAS, Nov. 7, 2002 (PRIMEZONE) -- American Realty Investors (NYSE:ARL - News)
announced Wednesday that it intends to commence, through subsidiaries, a tender
offer for shares of common stock of its affiliates Transcontinental Realty
Investors, Inc. (NYSE:TCI - News) and Income Opportunity Realty Investors, Inc.
(AMEX:IOT - News). The price per share to be paid will be $17.50 for
Transcontinental Realty Investors shares and $19.00 for Income Opportunity
Realty Investors shares. American Realty Investors expects to commence the
tender offer on or before November 15, 2002.

The tender offer will be for the shares of common stock of Transcontinental
Realty Investors and of Income Opportunity Realty Investors not held by American
Realty Investors or its affiliates. Consummation of the tender offers will be
subject to, among other conditions, obtaining necessary financing. American
Realty Investors and its affiliates own approximately 64.3% of the issued and
outstanding common stock of Transcontinental Realty Investors and approximately
59.9% of the issued and outstanding common stock of Income Opportunity Realty
Investors.

American Realty Investors, Inc. previously proposed to enter into merger
agreements with each of Transcontinental Realty Investors and Income Opportunity
Realty Investors. American Realty Investors will defer further action on these
proposed mergers until the consummation or abandonment of its tender offers for
the shares of Transcontinental Realty Investors and Income Opportunity Realty
Investors. If the tender offers for the shares of Transcontinental Realty
Investors and Income Opportunity Investors are consummated for less than the
outstanding shares of those companies held by persons not affiliated with
American Realty Investors, Inc., American Realty Investors, Inc. expects to
continue to pursue mergers with those entities.

American Realty Investors is a real estate investment company that holds a
diverse portfolio of equity real estate located across the U.S., including
office buildings, apartments, hotels, shopping centers and developed and
undeveloped land. Transcontinental Realty Investors is a real estate investment
company that invests in real estate similar to ARL's holdings. Income
Opportunity Realty Investors is a real estate investment trust that invests in
real estate. For more information on the companies, visit their Websites at
http://www.bcm-inc.com.

This news release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, which can be identified by
the use of forward-looking terminology, such as "intend," "may," "will,"
"expect," "anticipate," "estimate," or "continue" or the use of the negative
thereof or other variations thereon or comparable terminology. In particular,
any statement expressed or implied, concerning future events is a
forward-looking statement. There can be no assurance that any expectation
expressed or implied herein will prove to be correct, or that any contemplated
event or result will occur as anticipated. Among other factors, the inability to
obtain requisite financing may cause actual results to differ from those
anticipated.

THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF TRANSCONTINENTAL REALTY INVESTORS, INC. OR SHARES OF INCOME
OPPORTUNITY REALTY INVESTORS, INC. AT THE TIME THE OFFER IS COMMENCED, EACH
ACQUIRING ENTITY WILL FILE A TENDER OFFER STATEMENT AND EACH TARGET ENTITY WILL
FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION WITH RESPECT TO THE OFFER. THE TENDER OFFER STATEMENT
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER. THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER OFFER DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION
STATEMENT, WILL BE MADE AVAILABLE TO ALL STOCKHOLDERS OF EACH TARGET ENTITY, AT
NO EXPENSE TO THEM. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE,
THE RELATED LETTER OF TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED WITH THE
COMMISSION) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE
AT NO CHARGE AT THE COMMISSION'S WEBSITE AT WWW.SEC.GOV. ONCE THE TENDER OFFER
IS COMMENCED, THE TENDER OFFER STATEMENT AND RELATED MATERIALS MAY BE OBTAINED
FOR FREE BY DIRECTING SUCH REQUESTS TO AMERICAN REALTY'S INFORMATION AGENT,
GEORGESON SHAREHOLDER COMMUNICATIONS, INC. FOR TRANSCONTINENTAL INFORMATION,
CALL TOLL-FREE (866) 423-4880. FOR INCOME OPPORTUNITY INFORMATION, CALL
TOLL-FREE (866) 423-4879.


Contact:
         American Realty Investors, Inc.
         Phyllis Wolper, Director, Investor Relations
         (800) 400-6407 (469) 522-4245
         investor.relations@bcminc.com