SC 13D/A

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                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                   SCHEDULE 13D

                   Under the Securities and Exchange Act of 1934
                                (Amendment No. 3)*

                        American Industrial Properties REIT
- -------------------------------------------------------------------------------
                                 (Name of Issuer)

                           Shares of Beneficial Interest
- -------------------------------------------------------------------------------
                          (Title of Class of Securities)

                                    026791-10-3
- -------------------------------------------------------------------------------
                                  (CUSIP Number)

                     Marc C. Krantz, Kohrman Jackson & Krantz,
             1375 East 9th Street, Cleveland, Ohio 44114, 216-736-7204
- -------------------------------------------------------------------------------
             (Name, Address and Telephone Number of Person Authorized
                      to Receive Notices and Communications)

                                 November 30, 1995
- -------------------------------------------------------------------------------
              (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

Check the following box if a fee is being paid with the statement [ ].  (A fee
is not required only if the reporting person:  (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.) 
(See Rule 13d-7.)

Note:  Six copies of this statement, including all exhibits, should be filed
with the Commission.  See Rule 13d-1(a) for other parties to whom copies are to
be sent.

*The remainder of this cover page shall be filled out for a reporting person s
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

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CUSIP No. 026791-10-3



     Pursuant to Rule 13d-1(f)(1), this Amendment No. 3 to Schedule 13D
Statement is filed jointly on behalf of Black Bear Realty, Ltd., an Ohio
limited liability company (the "Fund"), Christopher L. Jarratt of Nashville,
Tennessee (the Fund and Mr. Jarratt are sometimes referred to as the
"Purchasers"), and Jarratt Associates, Inc., a Tennessee corporation ("Jarratt
Associates").


Item 4.   Purpose of Transaction.

     Item 4 is amended and supplemented by the following:

     In connection with the annual meeting of American Industrial Properties
REIT, a Texas equity real estate investment trust ("American Industrial"), to
be held on December 13, 1995, the Fund and Mr. Jarratt hereby announce their
present intention to vote all of their respective shares in favor of (1) the
nominees proposed by Pure World, Inc., (2) the amendments to the American
Industrial by-laws as proposed by Pure World, Inc., and (3) the ratification of
the appointment of Ernst & Young as independent auditors. Neither the Fund nor
Mr. Jarratt has any agreement or understanding with Pure World, Inc. regarding
the voting of the shares by the Fund and Mr. Jarratt.

     Since the filing on October 11, 1995 of Amendment No. 2 to the Schedule
13D by the Purchasers, Richard M. Osborne, the sole managing member of the
Fund, has continued to have discussions with the members of the Board of Trust
Managers of American Industrial regarding whether American Industrial would
grant the Purchasers permission to purchase up to 30% of the outstanding shares
of beneficial interest, $0.10 par value per share of American Industrial,
whether American Industrial would nominate Mr. Osborne for election to the
Board of Trust Managers, and employment arrangements between American
Industrial and Charles W. Wolcott, President and Chief Executive Officer of
American Industrial.  No agreements or understandings have been reached with
respect to such transactions or actions.


Item 7.   Material to be Filed as Exhibits.

     Exhibit 7.5        --    Joint Filing Agreement

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CUSIP No. 026791-10-3    

     After reasonable inquiry and to the best of my knowledge and belief, I

certify that the information set forth in this statement is true, complete and

correct.


Dated: November 30, 1995                     BLACK BEAR REALTY, LTD.



                                          /s/ Richard M. Osborne
                                        -----------------------------------     
                                        Richard M. Osborne, Managing Member






     After reasonable inquiry and to the best of my knowledge and belief, I

certify that the information set forth in this statement is true, complete and

correct.




Dated: November 30, 1995                  /s/ Christopher L. Jarratt
                                        -----------------------------           
                                        Christopher L. Jarratt


                                        JARRATT ASSOCIATES, INC.


                                         /s/ Christopher L. Jarratt
                                        -----------------------------           
                                        Christopher L. Jarratt, President









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                                   Exhibit Index
              
     Exhibit 7.5   --    Joint Filing Agreement

     

EX-7.5

                                                       EXHIBIT 7.5

                             AGREEMENT OF JOINT FILING


     Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned persons hereby agree to file with the
Securities and Exchange Commission, the Statement on Schedule 13D (the
"Statement") to which this Agreement is attached as an exhibit, and agree that
such Statement, as so filed, is filed on behalf of each of them.

     This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original, and all of which together shall be
deemed to constitute one and the same instrument.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement.




Dated:  November 30, 1995                    BLACK BEAR REALTY, LTD.


                                        By: /s/ Richard M. Osborne              
                                           -----------------------------------
                                           Richard M. Osborne, Managing Member



                                        /s/ Christopher L. Jarratt              
                                        --------------------------------------
                                        Christopher L. Jarratt


                                   
                                        JARRATT ASSOCIATES, INC.


                                        By: /s/ Christopher L. Jarratt          
                                           ----------------------------------
                                           Christopher L. Jarratt, President