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):  June 9, 1997



              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 June 9, 1997, the Trust entered into an agreement
contemplating the merger of four real estate limited partnerships
into the Trust.  The four real estate limited partnerships are
USAA Real Estate Income Investments I Limited Partnership, USAA
Real Estate Income Investments II Limited Partnership, USAA
Income Properties III Limited Partnership, and USAA Income
Properties IV Limited Partnership (collectively, the "RELPs").
The agreement is subject to negotiation of the financial terms of
the merger including the respective exchange ratios for each of
the RELPs, obtaining fairness opinions with respect to the
transactions, completion of definitive merger agreements,
approval by the Board of Directors of each of the general
partners of the RELPs and the Board of Trust Managers of the
Trust, approval by the partners of the RELPs and the shareholders
of the Trust, and completion of satisfactory due diligence.



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

     (c)  Exhibits

                    99.1 Press Release dated June 10, 1997


                           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:  June 13, 1997




                       Index to Exhibits

EX-99.1

                        NEWS RELEASE
Released by PR Newswire                For Immediate Release


             AMERICAN INDUSTRIAL PROPERTIES REIT
                ANNOUNCES AGREEMENT WITH FOUR
              REAL ESTATE LIMITED PARTNERSHIPS


     Dallas, Texas, June 10, 1997 - American Industrial
Properties REIT [NYSE:IND]  (the "Trust") today announced
that an agreement had been signed contemplating the merger
of four real estate limited partnerships into the Trust.
The four real estate limited partnerships are USAA Real
Estate Income Investments I Limited Partnership, USAA Real
Estate Income Investments II Limited Partnership, USAA
Income Properties III Limited Partnership, and USAA Income
Properties IV Limited Partnership (collectively, the
"RELPs").  Each of the RELPs is affiliated with USAA Real
Estate Company ("USAA REALCO"), which currently owns 31.8%
of the outstanding shares of the Trust.  Among other things,
the agreement is subject to negotiation of the financial
terms of the merger including the respective exchange ratios
for each of the RELPs, obtaining fairness opinions with
respect to the transactions, completion of definitive merger
agreements, approval by the Board of Directors of each of
the general partners of the RELPs and the Board of Trust
Managers of the Trust, approval by the partners of the RELPs
and the shareholders of the Trust, and completion of
satisfactory due diligence.  Accordingly, there can be no
assurance that definitive merger agreements will be reached
or that the mergers will be ultimately consummated.

     The merger will be subject to the completion of a joint
proxy statement/prospectus filed on Form S-4 with the
Securities and Exchange Commission.  If the merger moves
forward, the Trust anticipates that shareholder and limited
partner meetings will be held in the fourth quarter of 1997
to vote on the merger agreement.

     The RELPs own a total of eleven properties with an
aggregate of 1,601,000 square feet, comprised of office
properties (34%), office/R&D properties (28%), industrial
properties (20%) and retail properties (18%).  Net book
value of real estate held by the RELPs at March 31, 1997 was
approximately $105 million.  USAA REALCO owns approximately
9.9% of the limited partner units of the RELPs, which have a
total of approximately 18,700 limited partners.


     Charles W. Wolcott, President and CEO of the Trust,
stated "We believe this transaction will substantially
benefit the Trust and its shareholders.  The Trust's asset
base will increase considerably while the capital structure
will be further deleveraged.  The Trust's shareholder base
will broaden and strengthen.  We believe the transaction
will also benefit the limited partners of the RELPs by
providing freely tradable securities in a New York Stock
Exchange listed company.  As shareholders, these investors
will participate in the attractive growth opportunities
currently available to the Trust and to the real estate
investment trust industry in general."

     American Industrial Properties REIT is a self-
administered equity real estate investment trust that has
acquired, managed and improved industrial and other
commercial properties since 1985.


For information, contact:
Charles W. Wolcott
President
(972) 550-6053