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 REIT LETTERHEAD APPEARS HERE)


                                             December 4, 1995


Dear Fellow Shareholders:


      In the course of our litigation with The Manufacturers Life
Insurance Company ("MLI"), the Trust has learned information that
we believe is important that you consider in evaluating Koether's
latest hostile campaign to seize control of the Trust.

             KOETHER'S HIDDEN AGENDA...REVEALED!

      Testimony under oath from MLI's officers in connection with
the Trust's litigation has revealed a startling fact -- according
to  this  testimony,  Paul Koether met with and  participated  in
undisclosed  discussions with MLI in an attempt to  purchase  the
Trust's  $45  million unsecured notes at a discount!  Incredibly,
this  testimony  revealed  that  Koether  was  engaged  in  these
clandestine discussions around the same time that he  was  trying
to  get  his nominees elected as Trust Managers last year --  AND
KOETHER  HAS  NEVER PUBLICLY DISCLOSED THESE DISCUSSIONS  TO  THE
TRUST  OR  ITS SHAREHOLDERS!  In our judgement, this  is  clearly
outrageous  conduct for someone attempting to become a  fiduciary
to the Trust.

     WHY  DID  KOETHER KEEP THESE DISCUSSIONS WITH MLI  FROM  THE
     TRUST AND ITS SHAREHOLDERS?

     WHAT  OTHER  UNDISCLOSED TRANSACTIONS DOES KOETHER  HAVE  IN
     MIND FOR YOU AND THE TRUST?


 JONATHON TRATT AND BLACK BEAR REALTY?  REAL ESTATE EXPERTS?

     Koether has announced that he has secured the support of two
"major"  shareholders -- Jonathon Tratt and  Black  Bear  Realty,
Ltd.   Interestingly,  Tratt and Black  Bear's  major  principal,
Richard Osborne, have several things in common with Koether:

     Tratt,   Osborne  and  Koether  are  hardly  long-standing
  shareholders.    Both   Tratt   and   Osborne    purchased    a
  significant majority of their shares within the past year.

     In  addition  to  Koether's secret  discussions  with  MLI,
  the  Trust  has  been  informed that Tratt  and  associates  of
  Black  Bear  have also had discussions with MLI  regarding  the
  purchase of the MLI notes.

     Both  Tratt  and Osborne have in the past proposed  to  the
  Trust  what we believe are self-serving transactions  that  are
  clearly  not  in  the  best interests  of  the  Trust  and  its
  shareholders.

      In  addition,  Osborne through Black  Bear  and  a  related
entity,  have recently engaged in similar hostile actions against
two   other  REITS  --  First  Union  Real  Estate  and  Mortgage
Investments and Prudential Realty Trust.

       We   also  question  the  basis  on  which  Koether  could
characterize either Tratt or Black Bear as "real estate experts."

      Koether,  Osborne  and Tratt.  Do these  men  deserve  your
trust?

             PUBLIC STORAGE SUPPORTS MANAGEMENT

      A major shareholder in the Trust, Public Storage, Inc., has
announced  it intends to vote its 422,000 shares FOR Mr.  Bricker
and  Mr.  Wolcott as Trust Managers and against Koether and  Pure
World's  nominees  and against the Bylaw amendments  proposed  by
Koether and Pure World.

      Unlike  Koether,  Tratt and Black Bear, we  believe  Public
Storage  truly qualifies as a real estate expert.  Public Storage
is  a  NYSE-listed REIT with total assets of $1.8 billion and  is
considered a leading REIT in the self-storage industry.

      We  urge  you to vote the TRUST'S BLUE PROXY CARD and  once
again  reject Koether's attempts to seize control of  the  Trust.
If you have 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 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.