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 Rule 14a-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:



             (AIP REIT Letterhead appears here)




                        URGENT NOTICE



November 27, 1995


Dear Fellow Shareholder:

The  Annual  Meeting of Shareholders for American Industrial
Properties  REIT  is scheduled to be held  on  December  13,
1995,  and we have attempted to contact you by telephone  to
discuss  this year's important meeting agenda.  To  date  we
have been unable to reach you by phone.

It  is  extremely  important that we  discuss  a  number  of
critical  issues with you.  We would appreciate  it  if  you
would  take  a  moment and please call our proxy  solicitor,
Corporate  Investor Communications, Inc. (CIC) at  (800)346-
7885.

Thank  you for your interest in the affairs of your company,
American  Industrial  Properties REIT.   I  appreciate  your
cooperation.


Sincerely,

/s/Charles W. Wolcott
Charles W. Wolcott
President and Chief Executive Officer