SCHEDULE 14A
                         (Rule 14a-101)
            INFORMATION REQUIRED IN PROXY STATEMENT

                    SCHEDULE 14A INFORMATION
  Proxy Statement Pursuant to Section 14(a) of the Securities
           Exchange Act of 1934 (Amendment No.      )

Filed by the Registrant  x
Filed by a Party other than the Registrant  o

Check the appropriate box:
o    Preliminary Proxy Statement   o Confidential, for Use of the
o    Definitive Proxy Statement     Commission Only (as permitted
x     Definitive Additional Materials    by Rule14a-6(e)(2))
o   Soliciting Material Pursuant to Rule 14a-11(c) or Rule  14a-12

              AMERICAN INDUSTRIAL PROPERTIES REIT
        (Name of Registrant as Specified in Its Charter)

                         Not Applicable
           (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
o    $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),  or
     14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
o    $500  per each party to the controversy pursuant to Exchange
     Act Rule 14a-6(i)(3).
o    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:

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

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

     (4)  Proposed maximum aggregate value of transaction:

     (5)  Total fee paid:

x     Fee paid previously.


o    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 statement  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:



        [AMERICAN INDUSTRIAL PROPERTIES LETTERHEAD APPEARS HERE]


                                                          November 17, 1995

Dear Fellow Shareholder:

      Paul  Koether, through his controlled company, Pure World, Inc.,  has
once  again  commenced a hostile campaign to attempt to  seize  control  of
American  Industrial Properties REIT (the "Trust").  Although  Koether  was
unsuccessful in his previous attempt to seize control of the Trust at  last
year's  annual  meeting (receiving less than 28% of the outstanding  shares
for  election of his nominees as Trust Managers), he has nonetheless chosen
to  engage the Trust in what we view as yet another expensive and  wasteful
proxy contest.

      Koether has proposed several amendments to the Trust's Bylaws, all of
which  we  believe are designed to promote his agenda.  Koether's  proposed
amendments  are  as  follows: (i) to require the  vote  of  a  majority  of
outstanding  shares to amend the Bylaws, to elect Trust  Managers,  and  to
fill  Trust Manager vacancies by shareholders; (ii) to eliminate any notice
requirements for shareholder proposals, including the nomination  of  Trust
Managers, (iii) to require an incumbent Trust Manager who fails to  receive
a  plurality  of  votes cast at a meeting to resign  after  electing  as  a
successor the nominee who received a plurality, and (iv) to permit a holder
of  9%  of  the  outstanding  shares to call a  shareholders  meeting.   In
evaluating Koether's proposed Bylaw amendments, the Trust Managers urge you
to consider the following:

All other  NYSE-listed  REITs formed under the Texas REIT  Act  --  each  a
     respected  name  in  the REIT community, including  Weingarten  Realty
     Investors, Camden Property Trust and Columbus Realty Trust --  require
     a 66 2/3% vote to elect new Trust Managers.

Since  Koether  mailed his proxy materials, the Trust Managers  have  taken
     action  to  amend the Bylaws to ensure that Koether's purported  Bylaw
     amendments would not be used to circumvent the validly adopted  Bylaws
     of  the Trust, which require that a 66 2/3% vote is required to  elect
     new Trust Managers.  The Trust Managers' Bylaw amendment requires that
     a  66  2/3%  vote  must be obtained to amend those provisions  of  the
     Bylaws which currently require a 66 2/3% vote.

Ask  yourself:   Why  is  Koether  now  attempting  to  change  the  voting
procedures  of  the Trust in a way which runs counter to the provisions  of
these  other  Texas REITs?  We believe he wants control  of  the  Trust  to
further his own agenda which we believe is not in the best interests of the
Trust or its shareholders.

      Based on the foregoing, the Trust Managers unanimously recommend that
shareholders  vote AGAINST Koether's Bylaw amendments as set forth  as  the
third  proposal  on the TRUST'S BLUE PROXY CARD.  The Trust  Managers  also
unanimously  recommend  that shareholders vote FOR  the  first  and  second
proposals  on  the  TRUST'S BLUE PROXY CARD relating  to  the  election  of
William  H.  Bricker  and  Charles W. Wolcott as  Trust  Managers  and  the
ratification  of  Ernst  &  Young  as Independent  Auditors.   We  will  be
communicating  with  you  again  shortly to  ensure  you  receive  all  the
information necessary to make an informed vote on your proxy.

Very truly yours,
AMERICAN INDUSTRIAL PROPERTIES REIT

/s/ Charles W. Wolcott
Charles W. Wolcott
President and CEO

                              **IMPORTANT**

     Be  sure to vote only on the TRUST'S BLUE PROXY CARD.  WE URGE YOU NOT
     TO  SIGN  ANY  WHITE  PROXY CARDS YOU RECEIVE FROM  PURE  WORLD,  PAUL
     KOETHER OR THEIR ASSOCIATES.

     If  your shares are held in "street name," only your broker or  banker
     can   vote  your  shares  and  only  upon  receipt  of  your  specific
     instructions.   Please  return the TRUST'S  BLUE  PROXY  CARD  in  the
     envelope  provided or contact the person responsible for your  account
     and  instruct that individual to vote the TRUST'S BLUE PROXY  CARD  on
     your behalf today.

     If  you  have  executed Pure World's white proxy card you  have  every
     right to change your vote by signing, dating and returning the TRUST'S
     BLUE  PROXY  CARD.   Any proxy may be revoked by a later-dated  proxy.
     Only  your  latest  dated proxy will count at the  Annual  Meeting  of
     Shareholders.

     If  you  have any questions or need assistance in voting your  shares,
     please  feel  free  to contact me, Charles Wolcott, at  our  toll-free
     number,  1-800-550-6053, or contact Corporate Investor  Communications
     at 1-800-346-7885.


      Proxies  on  the TRUST'S BLUE PROXY CARD are being solicited  by  the
Trust  Managers  of the Trust.  The business address of  Mr.  Wolcott,  the
President and CEO of the Trust, is 6220 North Beltline, Suite 205,  Irving,
Texas  75063.  The business address of Mr. Bricker, a Trust Manager of  the
Trust, is 16475 Dallas Parkway, Suite 350, Dallas, Texas 75248.

      In addition to mailing this material to Trust shareholders, the Trust
has asked banks and brokers to forward copies to persons for whom they hold
stock  of  the Trust and to request authority for execution of the proxies.
The Trust will reimburse the banks and brokers for their reasonable out-of-
pocket expenses in doing so.  Information regarding the solicitors who will
assist the Trust in soliciting proxies and the methods they will employ  to
solicit  proxies is contained in the Trust's Proxy Statement.  The  expense
of preparing, printing and mailing the Proxy Statement and all supplemental
materials, as well as the cost of the solicitors and attorneys, anticipated
to  be  approximately  $120,000, will be borne  by  the  Trust.   Of  these
expenses,  the  estimated fees for Corporate Investor Communications,  Inc.
are  $35,000  and for Proveaux, Stephen & Spencer, Inc. are $10,000.   Both
parties will be reimbursed for reasonable out-of-pocket expenses.  To date,
the Trust has spent $19,500 of the anticipated expenses.

      During  the  past ten years, neither Mr. Bricker nor Mr. Wolcott  has
been  convicted in a criminal proceeding (excluding traffic  violations  or
similar misdemeanors).

      Share  purchases by Charles Wolcott during the past two years are  as
follows:

                  Number   Price                   
   Date        of Shares    Per                    
 Purchased     Purchased   Share              Total
                              
  5/13/93          3,500  $ 2.375    $     8,312.50
  5/13/93          1,000  $ 2.500    $     2,500.00
  9/14/93         10,000  $ 2.125    $    21,250.00
9/16-24/94        35,000  $ 1.375    $    48,125.00
  4/26/95          5,000  $ 1.375    $     6,875.00
   Total          54,500             $    87,062.50
                                                   
      Neither  Mr.  Bricker nor Mr. Wolcott is or was ever a party  to  any
contract,  arrangements or understandings with any person with  respect  to
any securities of the Trust, including, but not limited to, joint ventures,
loan  or  option  arrangements, puts or calls, guaranties against  loss  or
guaranties  of  profit, division of losses or profits,  or  the  giving  or
withholding of proxies.

      Neither  Mr.  Bricker  nor  Mr.  Wolcott  has  ever  engaged  in  any
transaction  or  series of similar transactions, to  which the  Trust  was
or is to be a party, in which the amount involved exceeds $60,000.

       Neither  Mr.  Bricker  nor  Mr.  Wolcott  has  any  arrangement   or
understanding with any person with respect to any future employment by  the
Trust or with respect to any future transactions to which the Trust will or
may be a party.

      Neither Mr. Bricker nor Mr. Wolcott has been indebted to the Trust at
any time.
(PROXY CARD)


               AMERICAN INDUSTRIAL PROPERTIES REIT
   This Proxy is Solicited on Behalf of the Trust Managers of
               American Industrial Properties REIT
           Annual Meeting to be held December 13, 1995

P         The undersigned hereby appoints William H. Bricker and
R     Charles W. Wolcott, and each of them, as Proxies, each
O    with the power to appoint his substitute, and hereby
X    authorizes them to represent and vote all of the
Y    undersigned's Shares of Beneficial Interest in the Trust,
     held of record on November 9, 1995, at the Annual Meeting
     of Shareholders to be held on December 13, 1995 or at any
     postponements or adjournments thereof, on the proposals set
     forth on the reverse side, as directed.

          This Proxy, when properly executed, will be voted in
     the manner described above.  If no direction is made, the
     Proxy will be voted FOR the first and second proposals and
     AGAINST the third proposal.  The Proxies will vote with
     respect to the fourth proposal according to their best
     judgment.  Please sign exactly as your name appears on your
     Share certificate. When Shares are held in more than one
     name, all parties should sign.  When signing as attorney,
     executor, administrator, trustee or guardian, please give
     full title as such.  If a corporation, please sign in full
     corporate name by an authorized officer.  If a partnership,
     please sign in partnership name by an authorized person.
                                            SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE        SIDE

- -----------------------------------------------------------------

[ X ]     Please mark votes as in this example.

1.   Election of Trust Managers*        FOR       WITHHELD
Nominees:  William H. Bricker and       /  /      /  /
          Charles W. Wolcott

/   / * To withhold authority to vote for either of the above
nominees, write that nominee's name on the line above.

2.   Ratification of the selection of   FOR  AGAINST   ABSTAIN
     Ernst & Young as independent       /  / /  / /  /
     auditors.

3.   Amendments of the Bylaws           AGAINST   FOR  ABSTAIN
(i)to require the vote of a majority    /  / /  /      /  /
of outstanding shares to amend the Bylaws,
to elect Trust Managers, and to fill Trust
Manager vacancies by Shareholders; (ii)to    (Instruction: To
eliminate any notice requirements for        vote against any of
shareholder proposals, including the         the proposed Bylaws,
nomination of Trust Managers; (iii)to        you must vote
require an incumbent Trust Manager who       against all).
fails to receive a plurality of votes cast
at a meeting to resign after electing as a
successor the nominee who received a plurality;
and(iv)to permit a holder of 9% of the outstanding
shares to call a shareholders meeting.

4.   IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
     SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL
     MEETING OR ANY POSTPONEMENT OR ADJOURNMENTS THEREOF.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT         /  /

By signing and returning this Proxy, the undersigned acknowledges
receipt of the Notice of Annual Meeting and Proxy Statement
delivered herewith.


Signature:  ________________________Date____________________

Signature: _________________________Date____________________

PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.