AMERICAN HOLDINGS, INC.
                     376 Main Street, P.O. Box 74
                     Bedminster, New Jersey  07921
                            (908) 234-9220
                            (Call Collect)

Dear Shareholder:

           On behalf of American Holdings, Inc., I thank you for
sending in your proxy for the Annual Meeting of Shareholders of
American Industrial Properties REIT to be held on May 10, 1994.

           To avoid any possible dispute as to the validity of your
proxy for the reason(s) stated below, we are requesting you to
date, sign and mail the enclosed new BLUE proxy with the
correction indicated below.  The enclosed new BLUE proxy, which
automatically revokes any previous proxy, should be returned to
us in the postage paid envelope provided for your convenience.

           Your previous proxy was unsigned.  (If signing as
attorney, executor, administrator, personal representative of the
estate, corporate officer, partner, trustee, custodian or      
guardian, please sign and give your full title as such.)

           Your previous proxy was undated.  (Please sign and
date to conform to the name shown on the proxy.)

           Your previous proxy was not signed by all joint owner
or trustees.  (If shares are registered in the name of more than
one person, each person should sign the proxy.  If a joint tenant
is deceased, please indicate that you are the surviving joint
owner.  If a tenant-in-common is deceased, the proxy should also
be signed by the executor or administrator of the deceased
tenant-in-common, and a copy of proof of such person's status as
executor or administrator should be sent with the proxy.)

           Your previous proxy omitted your title or authority. 
(If signing as attorney, executor, administrator, personal
representative of the estate, corporate officer, partner,
trustee, custodian or guardian, please sign and give your full
title as such.)

           Your previous proxy, as signed, did not conform to the
name shown on the proxy. (Please date and sign the proxy EXACTLY
as the registration appears on the proxy card, including your
full title if signing other than in an individual capacity.)

           Your previous proxy, as marked, did not clearly
specify your voting instructions.  (Please sign, date and clearly
mark your proxy.)

  




       Other.                                                     
                                              
               
_________________________________________________________________
           
                
     Since the Annual Meeting is to be held on May 10, 1994, we
would greatly appreciate your signing, dating and mailing this
new BLUE proxy as soon as possible.  Please mail it in the
envelope provided for your convenience.

                                      Sincerely,

                                      AMERICAN HOLDINGS, INC.



                                      John W. Galuchie, Jr.
                                      Executive Vice President