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):  September 20,
1996



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

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


 6220 North Beltline, Suite 205, Irving,         
                  Texas                        75063
 (Address of principal executive offices)   (zip code)
                     
              (972) 550-6053
     (Registrant's telephone number,
           including area code)





Item 5.  Other Events

      On  September 23, 1996, American Industrial Properties
REIT  (the  "Trust")  announced  that  it  intends  to  seek
reconsideration  of the September 9, 1996  ruling  by  Judge
Barefoot Sanders of the U.S. District Court for the Northern
District of Texas (the "Ruling") which held that the Trust's
Bylaw  provision limiting share ownership  to  9.8%  of  the
Trust's  issued  and outstanding shares (the  "Excess  Share
Provision) is invalid under the Texas REIT Act.   The  court
entered  its  ruling  in response to a  motion  for  partial
summary  judgment  filed by Pure World,  Inc.  and  Paul  O.
Koether in connection with a lawsuit initiated by the Trust.
The  Trust's  suit  against Pure World,  Inc.  and  Paul  O.
Koether  alleges,  among  other  things,  violations   under
federal    and   state   securities   laws   for    material
misrepresentations and omissions made by the  defendants  in
filings made with the Securities and Exchange Commission.

      On  September  20, 1996, in an effort to  address  the
court's  concerns as expressed in the Ruling while  ensuring
the   protection  of  the  Trust  from  an  inadvertent   or
involuntary  loss  of  its REIT status  under  the  Internal
Revenue  Code  of 1986, as amended (the "Code"),  the  Trust
Managers  of  the  Trust adopted a modified Bylaw  provision
(the "Bylaw Amendment") that will become effective upon  the
existing Excess Share Provision being finally adjudicated to
be  invalid  or the Trust being enjoined from enforcing  the
existing  Excess Share Provision.  The Bylaw Amendment  does
not  contain  any  restrictions on  the  transfer  of  Trust
shares.   Rather,  the  Bylaw  Amendment  seeks  to   assure
preservation  of REIT status by imposing an ownership  limit
consistent  with  the  Code  and industry  standards.   When
triggered, the Bylaw Amendment results in the formation of a
charitable trust to own Trust shares purchased in  violation
of the Bylaw Amendment.

      The Trustee is entitled to vote all shares held in the
charitable  trust and to receive all distributions  on  such
shares, and will hold such distributions, for the benefit of
the  charitable  beneficiary.   If  any  distributions  with
respect  to such shares are paid to the person who otherwise
would   have  been  considered  the  owner  (the  "Conveying
Shareholder") before the Trust discovers the breach  of  the
ownership  limit, the Conveying Shareholder  must  pay  that
amount to the Trustee.  Distributions on shares held in  the
charitable trust will be used by the trustee first to defray
expenses  of  the  charitable trust and second  to  pay  any
excess   to   the  charitable  beneficiary.  The   Conveying
Shareholder will not receive any benefit from distributions.

      The  Trustee is obligated to sell shares held  in  the
charitable  trust as soon as practicable to a  person  whose
ownership  of  such shares would not cause a breach  of  the
ownership  limit.  The net sale proceeds will be distributed
first to defray expenses of the charitable trust, second  to
reimburse  the Conveying Shareholder an amount  intended  to
ensure that such person will not realize any appreciation in
value  of  the  shares and third to pay any  excess  to  the
charitable  beneficiary.  If a Conveying  Shareholder  sells
such  shares  prior  to  the  Trust  discovering  the  prior
automatic  conveyance to the charitable trust,  such  shares
shall  be  deemed  to  have  been  sold  on  behalf  of  the
charitable trust and the Conveying Shareholder must  deliver
to the charitable trust an amount equal to the excess of the
amount  received by the Conveying Shareholder in  such  sale
over  the  amount that the Conveying Shareholder would  have
received under the provisions of the Bylaw Amendment.

      The  Bylaw  Amendment requires any  person  who  would
beneficially  own  Trust shares in excess of  the  ownership
limit  but for the conveyance to a charitable trust, or  who
attempts to acquire such shares, to give the Trust immediate
written  notice  of  that event.  In  the  case  of  such  a
proposed  or attempted conveyance, the Conveying Shareholder
must give at least fifteen days' prior written notice of the
event  and  provide  any other information  that  the  Trust
Managers   request  in  order  to  determine  whether   such
conveyance  affects the Trust's status as a REIT  under  the
Code.



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

     (c)  Exhibits

                    99.1 Amendment to the Bylaws of American
               Industrial  Properties REIT, dated  September
               20, 1996, adding Article XIII to the Bylaws.


                           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:  September 24, 1996




                       Index to Exhibits

                                                      Sequentially
Exhibit No.       Description                         Numbered Pages
99.1              Amendment to the Bylaws of American   
                  Industrial Properties REIT, dated
                  September 20, 1996, adding Article
                  XIII to the Bylaws.

EX-99.1

                                                Exhibit 99.1

                          ARTICLE XIII
                 REIT QUALIFICATION PROVISIONS

           Section  13.1    Trust Compliance  with  Internal
Revenue Code REIT Provisions.  The Shares are, and shall  at
all  times remain, freely transferable and such Shares shall
retain,  at  all  times,  all of  the  rights  and  benefits
accorded  such  Shares  by  the  Declaration  of  Trust  and
applicable  law, provided however, that certain shareholders
shall  be subject to the provisions of this Article XIII  in
order  to  ensure that their Beneficial Ownership of  Shares
does not prevent the Trust from fully complying with Section
856(h) of the Code, and the Treasury Regulations and rulings
of  the  Internal  Revenue Service (the  "IRS")  promulgated
thereunder, and qualifying as a real estate investment trust
("REIT") under the Code.

           Section 13.2   Definitions.  For purposes of this
Article  XIII, the following terms shall have the  following
meanings:

      "Acquiring Shareholder" shall mean any Person  capable
of purchasing Shares from the Trustee in accordance with the
provisions of Subsection 13.7.5.

      "Beneficial Ownership" shall mean ownership of  Shares
by  a  Person,  whether the interest in the Shares  is  held
directly  by  such  Person  or indirectly  (including  by  a
nominee),  and shall include interests in Shares that  would
be  treated as owned through the application of Section  544
of the Code, as modified by Section 856(h) of the Code.  The
terms   "Beneficial   Owner,"   "Beneficially   Owns"    and
"Beneficially Owned" shall have correlative meanings.


      "Charitable Beneficiary" shall mean, with  respect  to
any  Charitable  Trust, one or more organizations  that  are
named   by   the  Trust  Managers  as  the  beneficiary   or
beneficiaries  of  such  Charitable  Trust  and  which   are
organized  in  accordance  with the  provisions  of  Section
501(c)(3)  of the code and in such manner that contributions
to  each such organization are eligible for deduction  under
Section 170(b)(1)(A) of the Code.

      "Charitable  Trust"  shall  mean  any  separate  trust
created  pursuant  to  Section  13.6  and  administered   in
accordance with the terms of Section 13.7 for the benefit of
any Charitable Beneficiary.

     "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

      "Conveyance" shall mean any issuance, sale,  transfer,
gift,  assignment, devise or other disposition, as  well  as
any  other  event that causes any Person to have or  acquire
Beneficial  Ownership, or any agreement  to  take  any  such
actions or cause any such events, of Shares or the right  to
vote  or  receive dividends on Shares, whether voluntary  or
involuntary, whether of record, or Beneficially, and whether
by  operation  of  law  or otherwise.  The  terms  "Convey,"
"Conveyed" and "Conveying" shall have correlative meanings.

     "Conveying Shareholder" shall mean, with respect to any
Conveyance,  any  Person  who, but  for  the  provisions  of
Section 13.6, would Beneficially Own Shares.

      "Ownership Limit" shall initially mean nine and eight-
tenths  percent (9.8%) of the lesser of the number or  value
of  the outstanding Shares, and after any adjustment as  set
forth   in  Subsection  13.4.1,  shall  mean  such   greater
percentage of the number or value of the outstanding  Shares
as  so  adjusted,  but not less than nine  and  eight-tenths
percent  (9.8%).  The number and value  of  the  outstanding
Shares  of  the  Trust  shall be  determined  by  the  Trust
Managers  in  good  faith,  which  determination  shall   be
conclusive.

       "Person"   shall  mean  an  individual,  corporation,
partnership,   limited  liability  company,  estate,   trust
(including  a  trust  qualified  under  Section  401(a)   or
501(c)(17)  of the Code), group (as that term  is  used  for
purposes of Section 13(d)(3) of the Securities Exchange  Act
of  1934, as amended), a portion of a trust permanently  set
aside  for  or  to  be  used exclusively  for  the  purposes
described  in  Section  642(c)  of  the  Code,  association,
private  foundation within the meaning of Section 509(a)  of
the Code, joint stock company or other entity.

      "Shares" shall mean all of the shares, par value $0.10
per share, of beneficial interest in the Trust.

     "Trustee" shall mean the Person, unaffiliated with both
the  Trust and any Conveying Shareholder, that is designated
by  the  Trust  Managers to act as trustee of  a  Charitable
Trust,  or  any successor trustee designated  by  the  Trust
Managers.

     Section 13.3   Basic REIT Ownership Provisions.  In the
event that the provisions of Article IX of these Bylaws  are
finally adjudicated by a court of competent jurisdiction  to
be unenforceable or otherwise invalid, including any and all
appeals  or other appellate review, or the Trust is enjoined
from  enforcing any or all of the provisions of Article  IX,
this  Article  XIII shall automatically become effective  in
its entirety as of February 1, 1994.

            13.3.1      Ownership  Provisions.   Except   as
provided  in Subsections 13.4.2 and 13.4.3, no Person  shall
Beneficially Own Shares in excess of the Ownership Limit.

           13.3.2    Basic REIT Ownership Tests.  No  Person
shall  Beneficially  Own  Shares to  the  extent  that  such
Beneficial  Ownership  would  cause  the  Trust  to   become
"closely held" within the meaning of Section 856(h)  of  the
Code, or otherwise fail to qualify as a REIT.

     Section 13.4   Modification of Ownership Provisions.

           13.4.1    Changes to Ownership Limit.  Subject to
the  limitations contained in Subsection 13.4.4,  the  Trust
Managers may from time to time increase the Ownership Limit.

            13.4.2     Underwriter  Exception  to  Ownership
Limit.   The  Trust Managers may permit an underwriter  that
participates  in a public offering or private  placement  of
any  securities of the Trust to Beneficially Own  Shares  in
excess of the Ownership Limit pursuant to the provisions  of
Subsection 13.4.3.


           13.4.3    Exceptions to Ownership Limit.  Subject
to  Subsections  13.3.2 and 13.4.4, the  Trust  Managers  in
their  sole  discretion may exempt from any Ownership  Limit
any Person who provides the Trust Managers such evidence and
assurances satisfactory to the Trust Managers in their  sole
discretion that such Person's Beneficial Ownership of Shares
above  the  Ownership Limit will not thereby jeopardize  the
qualification  of  the Trust as a REIT under  the  Code,  or
otherwise  hinder the maintenance of its REIT  status  under
the Code.

             13.4.4   Limitations   on   Modifications   and
Exceptions.   Prior to any modification or creation  of,  or
establishment of an exception to, any Ownership  Limit,  the
Trust  Managers  may require such opinions  of  counsel  (or
rulings   from   the   IRS),  affidavits,   representations,
certificates,  undertakings or agreements as they  may  deem
necessary  or advisable in order to determine or ensure  the
Trust's status as REIT under the Code and the favorable  tax
treatment  of  its  (and  its shareholders')  income  or  to
ascertain  any facts relevant to determinations  under  this
provision.

     Section 13.5   Reporting of Ownership.

             13.5.1       Notice   of   Possibly   Violative
Conveyances.   Any Person who has acquired, or acquires,  or
attempts  to  acquire,  or intends  to  acquire,  Beneficial
Ownership  of Shares that will or may violate Section  13.3,
or  any  Person who would have so Beneficially Owned  Shares
that resulted in a Conveyance to a Charitable Trust pursuant
to  the  provisions of Section 13.6, shall immediately  give
written  notice to the Trust Managers of such event,  or  in
the  case of such a proposed or attempted transaction,  give
at  least  15  days'  prior written  notice  to  such  Trust
Managers, and shall provide to the Trust Managers such other
information  as the Trust Managers may request in  order  to
determine  the  effect, if any, of such  Conveyance  on  the
Trust's status as a REIT under the Code.

           13.5.2     Beneficial Owners Required To  Provide
Information.   Each  Person who is  a  Beneficial  Owner  of
Shares and each Person (including the shareholder of record)
who  is  holding shares for a Beneficial Owner shall provide
to  the  Trust  Managers such information as the  Trust  may
request in order to determine the Trust's status as  a  REIT
under  the  Code,  to ensure compliance with  the  Ownership
Limit,  and  to comply with the requirements of  any  taxing
authority or governmental agency, or to determine  any  such
compliance.

      Section 13.6   Creation of Charitable Trust.  If there
is  a  Conveyance,  regardless  of  whether  the  Conveyance
results  from a transaction entered into through  facilities
of  the New York Stock Exchange ("NYSE"), such that,  if  it
were effective, any Person would Beneficially Own Shares  in
violation of the provisions of Subsections 13.3.1 or 13.3.2,
then  that number of Shares that otherwise would cause  such
Person  to violate Subsections 13.3.1 or 13.3.2 (rounded  up
to  the nearest whole Share) shall be automatically Conveyed
to  a  Charitable  Trust  for the benefit  of  a  Charitable
Beneficiary, as described in this Section 13.6  and  Section
13.7,  and the Person who otherwise would have been  treated
as holding such Shares shall have no Beneficial Ownership of
such  Shares.   If  the Conveyance to the  Charitable  Trust
described  in the preceding sentence would not be  effective
for any reason  to prevent that Person from violating the
applicable  Ownership Limit, then the  Conveyance  shall  be
ineffective  from the time the Conveyance was initiated  and
the   intended   transferee  shall  acquire  no   Beneficial
Ownership of such Shares.

     Section 13.7   Charitable Trust Terms.

           13.7.1    Trust Creation.  Any Shares Conveyed to
a Charitable Trust pursuant to the first sentence of Section
13.6 shall be deemed to have been Conveyed automatically and
by  operation  of  law to the Trustee  in  its  capacity  as
trustee  of a Charitable Trust for the exclusive benefit  of
one  or more Charitable Beneficiaries.  The Conveyance to  a
Charitable  Trust  shall be effective as  of  the  close  of
business  on  the  business day prior to  the  date  of  the
Conveyance  that results in the Conveyance to the Charitable
Trust.  Within five (5) business days after discovery of the
existence  of  a Charitable Trust, the Trust Managers  shall
appoint  a  Trustee,  which shall be unaffiliated  with  the
Trust  and any Conveying Shareholder, and shall name one  or
more Charitable Beneficiaries of each such Charitable Trust.

           13.7.2    Status of Shares Held in Trust.  Shares
in  a  Charitable Trust shall remain issued and  outstanding
Shares of the Trust and shall be entitled to the same rights
and  privileges  on  identical terms and conditions  as  all
other  issued and outstanding Shares of the Trust, and  such
Shares  shall  be,  and  at all times shall  remain,  freely
transferable  as  set forth in Section 13.1  and  Subsection
13.7.5,   shall  retain  voting  rights  as  set  forth   in
Subsection  13.7.4 and shall receive all distributions  with
respect to such Shares as set forth in Subsection 13.7.3.

           13.7.3    Distribution Rights.  The Trustee shall
be   entitled  to  receive  all  distributions  as  may   be
authorized and declared by the Trust Managers of  the  Trust
on  Shares held in the Charitable Trust and shall hold  such
distributions  in  trust for the benefit of  the  Charitable
Beneficiary  or  Charitable Beneficiaries as  set  forth  in
Subsection  13.7.6.  If any distributions  with  respect  to
Shares  held in the Charitable Trust were paid prior to  the
discovery  of  the Conveyance to the Charitable  Trust,  the
recipient  of  those payments shall pay that amount  to  the
Trustee  immediately upon written demand to  do  so  by  the
Trust  Managers (or the Trustee).  The Trust Managers  shall
take  all  measures that they determine  to  be   reasonably
necessary  to  recover the amount of any such distributions,
including, if necessary, withholding any portion  of  future
distributions payable on Shares Beneficially  Owned  by  the
Conveying   Shareholder,  and,   as   soon   as   reasonably
practicable following the Trust's receipt or withholding
thereof,  shall pay over to the Trustee for the  benefit  of
the  Charitable Beneficiary or Charitable Beneficiaries  and
to  apply such distributions so received or withheld, as the
case may be, as set forth in Subsection 13.7.6.

           13.7.4     Voting Rights.  The Trustee  shall  be
entitled  to  vote all Shares held in the Charitable  Trust.
The Conveying Shareholder shall be deemed to have given,  as
of  the close of business the business day prior to the date
of  the  Conveyance  that results in the Conveyance  to  the
Charitable  Trust, an irrevocable proxy to  the  Trustee  to
vote  the Shares held in the Charitable Trust in the  manner
in  which  the Trustee, in its sole and absolute discretion,
desires.    Any  vote  by  or  on  behalf  of  a   Conveying
Shareholder as a holder of Shares prior to the discovery  by
the   Trust  Managers  that  the  Shares  are  held  in  the
Charitable  Trust  shall be subject  to  rescission  by  the
Trustee if the rescission is permitted by applicable law and
in  the  case of such a rescission, any such votes shall  be
ineffective  at  the time cast with respect to  such  Shares
held in the Charitable Trust.

           Notwithstanding the provisions  of  this  Article
XIII,  until the Trust has received notification that Shares
have been Conveyed to a Charitable Trust pursuant to Section
13.6,  the  Trust  shall be entitled to rely  on  its  Share
transfer  and  other  shareholder records  for  purposes  of
preparing  lists  of  shareholders  entitled  to   vote   at
meetings, determining the validity and authority of  proxies
and otherwise conducting votes of shareholders.

           13.7.5    Conveyance of Shares Held in Trust.  As
reasonably  promptly as practicable after the Conveyance  of
Shares  to a Charitable Trust pursuant to Section 13.6,  the
Trustee shall Convey the Shares held in the Charitable Trust
to   an  Acquiring  Shareholder  selected  by  the  Trustee,
provided,  however, that (a) the Acquiring Shareholder  must
purchase for valuable consideration (whether in a public  or
private  sale) such Shares and (b) the Acquiring Shareholder
must  acquire such Shares without such acquisition resulting
in  a  Conveyance to a Charitable Trust pursuant to  Section
13.6.

          Upon completion of such Conveyance, the Trustee of
the Charitable Trust shall:  (a) cause to be Conveyed to the
Acquiring Shareholder that number of Shares acquired by  the
Acquiring Shareholder; (b) cause to be recorded on the books
of the Trust that the Acquiring Shareholder is the holder of
record of such number of Shares; and (c) distribute the  net
proceeds  of  the Conveyance pursuant to Subsection  13.7.6.
Amounts received by the Trustee with respect to Shares  held
in  the  Charitable Trust upon the liquidation of the  Trust
shall be treated in the same fashion as would proceeds  from
the Conveyance of the Shares.

           If  prior to the discovery by the Trust  Managers
that  Shares have been Conveyed to a Charitable Trust, those
Shares  are Conveyed by the Conveying Shareholder, then  (a)
such  Shares shall be deemed to have been Conveyed on behalf
of  a  Charitable Trust; (b) to the extent that  the  amount
received  in  that Conveyance exceeds the  amount  that  the
Conveying  Shareholder would have been  entitled  to  retain
from  a  Conveyance under the preceding provisions  of  this
Subsection 13.7.5, the excess shall be immediately delivered
to  a Charitable Trust under Section 13.6; and (c) any votes
of  the Conveying Shareholder shall be subject to Subsection
13.7.4.

           Section  13.7.6      Application of Distributions
and Sale Proceeds.

     (a)       The Trustee shall apply any distributions on Shares
held in the Charitable Trust in the following order:

          (1)       first, to pay any expenses of the Charitable Trust;

          (2)       second, to pay any expenses of the Trust incurred in
connection with the Charitable Trust or the Conveyance of the
Shares held in the Charitable Trust; and

          (3)       finally, to pay any excess to the Charitable
Beneficiary (or Charitable Beneficiaries).

     (b)       The Trustee shall apply any net proceeds realized from
the Conveyance of Shares held in the Charitable Trust in the
following order:

          (1)       first, to pay any expenses of the Charitable Trust not
paid out of distributions under clause (a)(1) above;

          (2)       second, to pay any expenses of the Trust incurred in
connection with the Trust or the Conveyance of the Shares held in
the Charitable Trust not paid out of distributions under clause
(a)(2) above;

          (3)       third, to pay to the Conveying Shareholder out of any
remaining net proceeds from any such Conveyance, the lesser of

               (i)       in the case of (A) a Conveyance in which the Conveying
Shareholder gave value for Shares, the price per share, if any,
such  Conveying Shareholder paid for such Shares, or  (B)  a
Conveyance in which the Conveying Shareholder did not give value
for such Shares (e.g., if the Shares were received through a gift
or devise), the price per share equal to the last sale price,
regular way, on the date of such Conveyance, or, in case no such
sale takes place on such day, the average of the closing bid and
asked prices, regular way, in either case as reported in the
principal  consolidated transaction system with  respect  to
securities listed or admitted to trading on the NYSE, of the
Shares of the Trust; or

               (ii)      the price per Share received by the Trustee of the
Charitable Trust from the Conveyance of such Shares in accordance
with Subsection 13.7.5; provided, however, that in computing any
amount under this clause 13.7.6(b)(3), any amounts paid pursuant
to  clauses (a)(1) and (b)(1) and (a)(2) and (b)(2) of  this
Subsection  13.7.6 shall be treated as amounts paid  to  the
Conveying Shareholder and shall reduce any amount that otherwise
would be payable to the Conveying Shareholder; and

          (4)       finally, to the Charitable Beneficiary (or Charitable
Beneficiaries).
(5)
           Section  13.8   Legend.  In the event  that  this
Article  XIII  becomes effective, the Trust  Managers  shall
place  an  appropriate legend reflecting the  provisions  of
this Article XIII on each certificate for Shares.

          Section 13.9   Interpretation; Remedies.

                13.9.1     Ambiguity.  In the  case  of  any
ambiguity   or   uncertainty  in   the   interpretation   or
application  of any of the provisions of this Article  XIII,
including  any  definition contained in  Section  13.2,  the
Trust  Managers  shall  have  the  power  to  determine  the
interpretation  or  application of the  provisions  of  this
Article  XIII  with respect to any situation  based  on  the
facts known to them.

                13.9.2    Severability.  If any provision in
this  Article XIII or any application of any such  provision
is  determined to be invalid by any Federal or  state  court
having  jurisdiction over the issues, the  validity  of  the
remaining  provisions  shall  not  be  affected  and   other
applications of such provision shall be affected only to the
extent  necessary to comply with the determination  of  such
court.

                13.9.3     Remedies.  If the  Trust  or  its
designees shall at any time determine in good faith  that  a
Conveyance has taken place in violation of Section  13.3  or
that  a  Person  intends to acquire or dispose  of,  or  has
attempted to acquire or dispose of, Beneficial Ownership  of
any  Shares in violation of Section 13.3 (whether or not the
violation  is  intended), or in a manner that results  in  a
Conveyance  to a Charitable Trust pursuant to  Section  13.6
subject to Subsection 13.9.5, the Trust Managers shall  take
such  action as they deem advisable to refuse to give effect
to  or  to  prevent such Conveyance or acquisition or  other
event,  including,  but not limited  to,  refusing  to  give
effect  to  any  Conveyance on the books  of  the  Trust  or
instituting  proceedings to enjoin such  Conveyance  on  the
books of the Trust or instituting proceedings to enjoin such
Conveyance,  acquisition or other  event.   Any  action  (or
inaction)  by  the Trust pursuant to this Subsection  13.9.3
shall  not affect the automatic Conveyance into a Charitable
Trust  or  the treatment of such Conveyance as set forth  in
Section 13.7.1.

                13.9.4    Remedies Not Limited.  Other  than
Subsection  13.9.5, nothing contained in this  Article  XIII
shall  limit the authority of the Trust to take  such  other
action  as  it deems necessary or advisable to  protect  the
Trust  and the interests of its shareholders by preservation
of the Trust's status as a REIT under the Code and to ensure
compliance with the Ownership Limit and the other provisions
of this Article XIII.

                13.9.5     Exchange or Market  Transactions.
Nothing  in  the provisions of this Article  XIII  or  these
Bylaws  shall preclude the settlement of any transaction  in
the  stock of this Trust entered into through the facilities
of   the  NYSE.   The  fact  that  the  settlement  of   any
transactions takes place shall not negate the effect of  any
other provision of this Article XIII or these Bylaws and any
transferee in such a transaction shall be subject to all  of
the provisions and limitations set forth in these Bylaws.