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:



   American Industrial Properties Letterhead appears here.
                              
                       ****NOTICE****

         PLEASE VOTE AMERICAN INDUSTRIAL PROPERTIES'
                  ENCLOSED BLUE PROXY CARD.

November 28, 1995


Dear Fellow Shareholders:

American Industrial Properties has in the past always sent a
white  proxy  card  to its shareholders; however,  for  this
years'  annual meeting, we have been required to use a  BLUE
PROXY  CARD  because  Paul  Koether  has  initiated  another
hostile  proxy  contest  and this time Koether  is  using  a
white proxy card to wage his campaign.

Koether is continuing to waste the Trust's and your time and
money  on  what  we  believe is yet  another  expensive  and
unproductive attempt to seize control of the Trust.  He  has
changed  the  name of his company from American Holdings  to
Pure  World and has sent you a white proxy card  even though
he  has  always  used a blue proxy card in  prior  campaigns
against  the  Trust.  We believe Koether  is  attempting  to
confuse shareholders and mislead those who have rejected his
agenda in the past into voting for him and his associates by
using a white proxy card.

              SAME OLD AGENDA  KOETHER'S AGENDA

In  previous correspondence to you, we questioned  Koether's
changing  agenda  and  whether he was being  straightforward
about  his  intentions towards the Trust. Koether  began  by
claiming  that his company, American Holdings,  was  in  the
real  estate business. Now he has abandoned that  claim  and
instead describes his renamed company, Pure World, as  being
in  the  "natural products" business. In his  current  proxy
materials, he once again refuses to disclose his  plans  for
the  Trust.  We  believe that Koether's constantly  changing
story is meant to disguise his true agenda, which we believe
is  solely  for his benefit and not for the benefit  of  all
shareholders.  The  question  is   what  is  Koether's  true
agenda?

      Is  it liquidation? Koether stated last year that  the
Trust should be liquidated.

      Is it a sale of the Trust? Koether then stated that we
should sell the Trust.

           Is it to rely on Koether to successfully grow the
     Trust?  Koether  finally stated in his proxy  materials
     last  year that shareholders should rely on him to grow
     the Trust.

                             OR
                              
    IS KOETHER SEEKING CONTROL TO FURTHER HIS OWN AGENDA?
                              
We believe that Koether wants to seize control of a publicly
traded  operating company to accommodate his hidden  agenda.
But he refuses to share that agenda with the shareholders of
the  Trust, resorting instead to vague promises to "maximize
shareholder  value". Ask yourself, how can Koether  possibly
maximize shareholder value if he doesn't have a plan, and if
he does have a plan, why does he continue to conceal it from
you.

Whatever  Koether's plans may be, we believe it is  safe  to
assume  that they serve his interests and not those  of  the
Trust  and  its shareholders. Shareholders should  be  aware
that   Koether   and  his  associates  have   been   labeled
greenmailers  by several courts.  In addition,  Koether  has
never  (according to SEC reports) distributed a single  cash
dividend  to the common shareholders of Pure World since  he
seized control of that company in 1988 when it was known  as
Computer Technologies.

               KOETHER'S "BACK DOOR" PROPOSAL

Koether  has  proposed  several amendments  to  the  Trust's
Bylaws,  all  of  which are designed to promote  his  agenda
which you, as shareholders of the Trust, rejected last  year
when  Koether failed to receive the vote necessary to  elect
his  nominees as Trust Managers. In trying to promote  these
self-serving amendments, Koether has failed to inform you of
the following:

          The Bylaws of the Trust, consistent with the Texas
     REIT  Act, have always provided that a 66 2/3% vote  of
     all  outstanding shares is required to elect new  Trust
     Managers.  Your  current Trust  Managers  were  validly
     elected under this standard.

           Koether is attempting to circumvent the Bylaws of
     the  Trust  by  his "back door" proposal to  amend  the
     provisions related to future amendments of the  Bylaws,
     including  the  voting provisions.  We  have  prevented
     Koether's   attempt  by  clarifying   the   Bylaws   to
     specifically state that a 66 2/3% vote is  required  to
     amend provisions which currently require a 66 2/3% vote
     (such   as   the  election  of  new  Trust   Managers).
     Notwithstanding this 66 2/3% requirement,  Koether  has
     threatened court action if he gets a majority vote  and
     the Trust Managers refuse to conform to his amendments.
     We believe that this litigation would be a wasteful and
     unproductive exercise for the Trust and ultimately  not
     successful for Koether.

           Koether  doesn't tell you that  all  other  NYSE-
     listed REITs formed under the Texas REIT Act, including
     Weingarten Realty Investors, Camden Property Trust  and
     Columbus Realty Trust, require a 66 2/3% vote to  elect
     Trust  Managers.  We  believe this is  because  Koether
     doesn't want to acknowledge that the Trust's Bylaws are
     consistent  with the Texas REIT Act and  with  industry
     practice for other Texas REITs.

Why  is  Koether  attempting to promote  these  "back  door"
amendments  to  change the voting provisions of  the  Trust?
The  answer is simple -- we believe Koether wants  to  seize
control  of  the Trust by any means possible to further  his
own  agenda.  In  fact,  Koether  himself  has  admitted  to
utilizing  coercive tactics to achieve his  agenda.  In  his
current  proxy,  Koether states that "If  our  nominees  are
elected,  these  endless and senseless  confrontations  will
end".  Please be assured that we will not be coerced in this
manner into accepting Koether's agenda, which we believe  is
not in the best interests of the Trust or its shareholders.


            KOETHER'S CAMPAIGN OF MISINFORMATION

In his attempt to gloss over his purported Bylaw amendments,
Koether  has complained about the Trust's recent  amendments
to  the  Bylaws.  Not surprisingly, Koether  has  completely
misstated  the  effect of and the reasons  for  these  Bylaw
changes, which have been made to conform the Trust to recent
modifications in the Texas REIT Act and otherwise  to  align
the Trust with standard practices in the REIT industry.  The
Trust's  Bylaws have always provided for a 66 2/3%  vote  of
all   outstanding  shares  to  elect  new  Trust   Managers.
Koether's  allegation that the Trust Managers  have  amended
the  Bylaws  to  override  previous  shareholder  votes   is
outrageous and simply untrue.

In  summary,  we  believe that Koether has again  chosen  to
engage  your  Trust in a time consuming and  wasteful  proxy
contest simply to promote his own agenda. Because we believe
it   is   important  to  keep  you  informed,  we  will   be
communicating with you throughout this process to ensure you
receive all the information necessary to vote your proxy.

We  urge  you to vote the TRUST'S BLUE PROXY CARD  and  once
again  reject  Koether's attempt to  seize  control  of  the
Trust.  If you have any further questions, please feel  free
to  call us at our toll free number 1-800-550-6053, and  ask
to speak with me. I will look forward to your call.

                         Very truly yours,
                         AMERICAN INDUSTRIAL PROPERTIES REIT

                         /s/ Charles W. Wolcott

                         Charles W. Wolcott
                         President and CEO




                              
                          IMPORTANT
                              
                              
1.         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.

2.         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.

3.        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.

4.         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.

5.         If  you wish to vote on Pure World's proposal  to
     amend  the  Bylaws, you may do so on the  TRUST'S  BLUE
     PROXY CARD.

6.         If you do not indicate how your shares should  be
     voted,  the  Proxy will be voted AGAINST  Pure  World's
     proposal  and  in  the discretion of the  proxies  with
     respect  to  all other matters that may  properly  come
     before the meeting.



(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   FOR  AGAINST  ABSTAIN
of Ernst & Young as independent     /  /   /  /     /  /
auditors.

3.  Amendments of the Bylaws (i)  AGAINST  FOR   ABSTAIN
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      (Instruction:  To
any notice requirements for            vote against any of
shareholder proposals, including the   the proposed Bylaws,
nomination of Trust Managers; (iii)    you must vote against
to require an incumbent Trust Manager   all).
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.

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.