SCHEDULE 14A INFORMATION 

             Proxy Statement Pursuant to Section 14(a) of the Securities
                       Exchange Act of 1934 (Amendment No.    )

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               Section 240.14a-12


                         AMERICAN INDUSTRIAL PROPERTIES REIT
          .................................................................
                   (Name of Registrant as Specified In Its Charter)

                                  PURE WORLD, INC
          .................................................................
       (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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                      MAJOR SHAREHOLDERS SUPPORT PURE WORLD
 
     Other major shareholders of the Trust, Black Bear Realty, Ltd. and Jonathan
Tratt,  announced yesterday  that they will  vote 1,158,306  Trust Shares (which
together with Pure World's shares adds up to approximately 23%) in favor of Pure
World's proposal to amend the bylaws and in favor of Pure World's nominees. Each
of these  shareholders is  a real  estate  expert and  each of  them  apparently
believes  that the Trust needs a new direction. We believe that after evaluating
the record of Trust Managers Bricker and Wolcott and our program for the  future
of the Trust, these Shareholders determined to support Pure World.
 
                 JOIN THEM AND SUPPORT PURE WORLD'S PROGRAM TO
                             MAXIMIZE SHARE VALUES!
 
             PERSONAL ATTACKS ARE NO SUBSTITUTE FOR HONEST DIALOGUE
 
     Yet  again  the Trust  Managers have  launched  a scathing  personal attack
against Pure World and its chairman  for exercising their democratic rights.  We
don't  think its justified, but we can  understand why the Trust Managers prefer
to lie about us rather than to tell the truth about themselves.
 
     Mr. Bricker, you have been  a Trust Manager with  the Trust since 1985  and
Mr. Wolcott, you have been an officer of the Trust every year since 1986 (except
1992).  Your  record of  leadership  speaks for  itself;  we think  it  has been
pitiful. Shareholders equity and share prices are down, down, down. Your salary,
bonus and perquisites are up, up, up. You erroneously claim that Pure World  has
no  real  estate  experience.  How has  your  so-called  real  estate experience
benefited the Trust and its shareholders?
 
                          WHAT'S THE DEAL MR. WOLCOTT?
 
     Now two shareholders have filed with the Securities and Exchange Commission
disclosing that they have spoken to  Mr. Wolcott about potential deals with  the
Trust,  including his compensation package. Why hasn't Mr. Wolcott disclosed the
terms of these deals to you so that you can evaluate them and compare what  they
offer  against this management's history? We have not discussed any transactions
with these shareholders but if the point of their proposals is that the Trust as
presently constituted is too  small and too leveraged  to succeed, we agree.  If
elected,  the first order of business will be to immediately cut costs. REMEMBER
OUR PLEDGE NOT TO TAKE FEES OR ANY OTHER TYPE OF COMPENSATION!
 
     The next  order of  business  will be  to  evaluate proposals  to  maximize
Shareholder  values. Why should  you trust us to  develop these proposals rather
than Mr. Wolcott?  It's very simple.  We have  already pledged not  to take  any
compensation.  So unlike Mr. Wolcott, we won't  be asking for nor will we accept
any compensation package. If our nominees are elected, we also pledge that  Pure
World will not compete with proposals from third parties. Instead we will retain
an  investment banker and  will remain independent in  the process of evaluating
every proposal for one factor only: MAXIMIZING SHAREHOLDER VALUES.


                             BEWARE! DANGER AHEAD!
 
     Mr. Wolcott has asked why we invested in the Trust since even he must admit
that the Trust's performance has been  poor relative to its competitors and  the
market  in general. Frankly, we made a mistake.  We believed him when he said he
had a plan to grow the Trust.
 
     Fellow shareholders, we believe that this  is the last chance we will  have
to  rectify that error  and change the course  of this Trust. The  Trust is in a
fight for its  life with  its principal creditor,  Manufacturers Life  Insurance
Company.  Yet  Mr.  Wolcott  in  our  view  has  not  adequately  discussed this
litigation with you. If  the Trust loses, Mr.  Wolcott has said that  bankruptcy
may be the only choice and if that happens we believe that all shareholders will
be  damaged.  Mr. Wolcott  will keep  getting  his salary  in bankruptcy  but we
believe shareholders  won't  see a  dividend  for a  long  time, if  ever.  YOUR
INVESTMENT AND OUR INVESTMENT IS IN DANGER!
 
                  JOIN US AND THE OTHER SHAREHOLDERS WHO HAVE
                       ALREADY VOTED TO AMEND THE BYLAWS

                          ELECT PURE WORLD'S NOMINEES

                      THE TRUST YOU SAVE, MAY BE YOUR OWN!
 
Don't  be fooled. Mr. Wolcott has told  you that the Trust's bylaws were amended
to conform to the recent amendments to  the Texas REIT Act ('Act'). That  simply
is not true. As he admits the Act pre-amendment required a 66 2/3% vote to elect
new  Trust  Managers. The  recently  enacted amendments  permit  shareholders to
change the required vote to  a simple majority. WHATEVER  ELSE YOU DECIDE TO  DO
PLEASE VOTE FOR THE BYLAW AMENDMENTS.
 
                               OTHER TEXAS REITS
 
     Mr.  Wolcott offers other Texas REITS  as a model for corporate governance.
We would offer Mr. Wolcott  these same Texas REITS  as a model for  performance!
According to Standard & Poor's, Weingarten Realty Investors has a yield of 6.4%;
Camden Property Trust has a yield of 8.2%; and Columbus Realty Trust has a yield
of  8.2%. Mr.  Wolcott: If  the Trust had  a yield  that compared  to your Texas
competitors we would even let you use the white proxy card.
 
               IMPORTANT VOTING INSTRUCTIONS -- DECEMBER 1, 1995
 
     IF YOU HAVE ALREADY EXECUTED MANAGEMENT'S BLUE PROXY, YOU HAVE EVERY  RIGHT
TO  CHANGE YOUR VOTE BY  SIGNING, DATING AND RETURNING  THE ENCLOSED WHITE PROXY
CARD. ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE MEETING. IF YOUR SHARES ARE
HELD IN 'STREET NAME' ONLY  YOUR BANK OR BROKER CAN  VOTE YOUR SHARES, AND  ONLY
UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS.
 
     IF YOU HAVE ANY QUESTIONS OR NEED FURTHER ASSISTANCE IN VOTING, PLEASE CALL
JOHN  W. GALUCHIE, JR.,  OF PURE WORLD,  INC. COLLECT AT  (908) 234-9220, OR OUR
PROXY SOLICITOR:
 
                           BEACON HILL PARTNERS, INC.
                                90 BROAD STREET
                            NEW YORK, NEW YORK 10004
                                 (800) 755-5001