8-K

               SECURITIES AND EXCHANGE COMMISSION

                      WASHINGTON, DC 20549



                            FORM 8-K

                         CURRENT REPORT
             PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

Date  of Report (Date of earliest event reported):  November  13,
1995



              AMERICAN INDUSTRIAL PROPERTIES REIT
     (Exact name of registrant as specified in its charter)


            Texas              1-9016             75-6335572
      (State  or  Other  Jurisdiction) (Commission  File  Number)
(I.R.S. Employer Identification
                              of                    Incorporation
Number)

6220 North Beltline, Suite 205, Irving,       75063
                 Texas                     (zip code)
    (Address of principal executive
                offices)
                    
             (214) 550-6053
    (Registrant's telephone number,
          including area code)






Item 5.  Other Events

     Effective November 13, 1995, the Registrant's Trust Managers
adopted a resolution amending the Registrant's Fourth Amended and
Restated  Bylaws  (the "Bylaws") to clarify  that  amendments  to
Article XI of the Bylaws will require the affirmative vote of two-
thirds of the outstanding shares.

Item  7.   Financial Statements, Pro Forma Financial  Information
and Exhibits

     (c)  Exhibits

                    99.1 Bylaw Amendment.
                           SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act
of  1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.


                              AMERICAN INDUSTRIAL PROPERTIES REIT
                              
                              

                               /s/ Charles W. Wolcott
                              Charles W. Wolcott
                                President  and  Chief   Executive
Officer
DATE:  November 13, 1995


                       Index to Exhibits

                                                     Sequentially
Exhibit                  No.                          Description
Numbered Page

 *99.1         Bylaw Amendment





  * Filed herewith.

EX-99.1

                                                     Exhibit 99.1

      RESOLVED,  that,  in  order to clarify  the  Trust's  Bylaw
amendment  requirements, the Fourth Amended and  Restated  Bylaws
shall  be amended to delete Article XI and replace it with a  new
Article XI to read as follows:

                           ARTICLE XI

                           Amendments

           Except as otherwise provided by applicable law or
     the Declaration of Trust, the power to alter, amend  or
     repeal  these  Bylaws or to adopt new Bylaws  shall  be
     vested  in  the Trust Managers and (to the  extent  not
     inconsistent   with  the  Texas  REIT   Act   and   the
     Declaration of Trust and specified in the notice of the
     meeting)  the shareholders.  Such action to  amend  the
     Bylaws  may  be  taken (i) with respect  to  all  Bylaw
     provisions,  by the affirmative vote of a  majority  of
     the  Trust Managers, or (ii)(a) with respect to Section
     2.5, Section 3.3, Section 3.4, Section 3.6, Article  IX
     or  Article XI of these Bylaws, by the affirmative vote
     of  the  holders  of two-thirds (2/3)  of  the  Trust's
     outstanding  shares, or (b) with respect to  all  other
     Bylaws,  by  the affirmative vote of the holders  of  a
     majority of the Trust's outstanding shares.