8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): November 20, 1998



                       AMERICAN INDUSTRIAL PROPERTIES REIT
               (Exact Name of Registrant as Specified in Charter)


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



              6210 N. Beltline Road, Suite 170, Irving, Texas 75063
               (Address of Principal Executive Offices) (Zip Code)


       Registrant's telephone number, including area code: (972) 756-6000



                                 Not applicable
          (Former Name or Former Address, if Changed Since Last Report)






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ITEM 5.  OTHER EVENTS.

         On November 20, 1998, American Industrial Properties REIT, a Texas real
estate investment trust (the "Trust"), issued the press release attached hereto
as Exhibit 99.1, which is incorporated herein by reference. The press release
announced that the Trust's shareholders have approved the issuance of shares of
the Trust pursuant to the Share Purchase Agreement, dated as of July 30, 1998,
between the Trust and Developers Diversified Realty Corporation, an Ohio
corporation ("DDR"), as amended by Amendment No. One to Share Purchase
Agreement, dated as of September 14, 1998, and the Agreement and Plan of Merger,
dated as of July 30, 1998, among the Trust, DDR and DDR Office Flex Corporation.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.


(c)      EXHIBITS.

         99.1           Press Release dated November 20, 1998


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                                   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/ Marc A. Simpson
                                   ---------------------------------------------
                                       Marc A. Simpson
                                       Senior Vice President and Chief Financial
                                       Officer, Secretary and Treasurer

Dated: November 23, 1998


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                                  EXHIBIT LIST


         99.1     Press Release dated November 20, 1998

EX-99.1

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                                                                   Exhibit 99.1


                                                          FOR IMMEDIATE RELEASE

                  AMERICAN INDUSTRIAL PROPERTIES REIT ANNOUNCES
                   RESULTS OF SPECIAL MEETING OF SHAREHOLDERS

IRVING, TEXAS, November 20, 1998 - American Industrial Properties REIT (AIP)
[NYSE: IND] today announced the results of its Special Meeting of Shareholders,
held this morning in Dallas.

AIP's shareholders overwhelmingly approved the issuance of shares of AIP to
Developers Diversified Realty Corporation [NYSE: DDR] (DDR) pursuant to the
previously announced Share Purchase Agreement. According to the Agreement, DDR
will purchase up to 5,226,583 newly issued common shares of AIP, increasing the
percentage of total outstanding shares of AIP held by DDR to approximately 40
percent. The Agreement further provides that, subject to certain conditions, DDR
will purchase additional common and Series A Convertible Preferred shares of AIP
to fund property acquisitions approved by AIP's Trust Managers.

Charles W. Wolcott, AIP's president and chief executive officer stated, "We are
pleased that AIP's shareholders have overwhelmingly approved this strategic
investment in AIP by DDR. DDR's capital assistance will allow us to continue our
plan of consolidating the light industrial office/flex sector. Recent
illiquidity in the market has shifted the advantage to those companies with
access to capital. As a result, we expect to source new investments at very
attractive initial returns. In addition, we believe that AIP will benefit
substantially from our association with DDR, which remains one of the most
highly respected companies in the REIT industry."

American Industrial Properties REIT, based in Irving, Texas, is a
self-administered equity real estate investment trust that, since its inception
in 1985, has acquired, managed and improved industrial and other commercial
properties, including office showroom, service center and flex properties,
low-rise offices and small bay distribution buildings. Additional information on
AIP is available at the Company's Internet web site at www.aipreit.com.

Statements made in this release that are not historical facts may be forward
looking statements within the meaning of Section 27A of the Securities Exchange
Act of 1933 and Section 21 E of the Securities Exchange Act of 1934, both as
amended. Actual results may differ materially from those projected in forward
looking statements, which are based on current expectations that involve risks
and uncertainties, including among other factors, local conditions such as
oversupply of space or a reduction in demand for real estate in the area,
competition from other available space, dependence on rental income from real
property and other risks outlined in AIP's Securities and Exchange Commission
filings.

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Investor Contact:                                      Media Contact:
Charles W. Wolcott                                     Michelle Eddins
President & Chief Executive Officer                    C. Pharr & Co.
American Industrial Properties REIT                    (972) 931-7248
(972) 756-6000