8-K

UNITED STATES

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)

December 1, 2008


Commission File Number0-28378AmREIT

(Exact name of registrant as specified in its charter)

TEXAS	76-0410050
(State or other jurisdiction of Incorporation or organization)	(IRS Employer Identification No.)

8 Greenway Plaza, Suite 1000, Houston, Texas 77046	713-850-1400
(Address of principal executive offices)	(Registrant’s telephone number)

[N/A]

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

Item 3.01.     Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On December 1, 2008, the Board of Trust Managers of AmREIT authorized the Company to withdraw the listing of its Class A common shares on the NYSE Euronext US (formerly the American Stock Exchange).  Also on December 1, 2008, the Company filed with the NYSE Euronext US its Notice of Withdrawal from Listing and notified AmREIT’s shareholders of its proposed action.  

Item 7.01.     Regulation FD Disclosure

On December 1, 2008, AmREIT issued a press release announcing its intention to withdraw the listing of its Class A common shares on the NYSE Euronext US, and posted certain materials to its website discussing the action taken.  A copy of the press release issued by the Company is attached hereto as Exhibit 99.1.  Attached as Exhibit 99.2 is a letter to shareholders.  Attached as Exhibit 99.3 is a Company presentation that has been posted to the Company’s web site.

The materials attached as Exhibits 99.1, 99.2 and 99.3 are furnished pursuant to Regulation FD and shall not be deemed “filed” for any purpose under the US federal securities laws.

Item 9.01.     Financial Statement and Exhibits

Exhibits.  The following exhibits are furnished as part of this current report on Form 8-K:

99.1     Press release dated December 1, 2008

99.2     Letter to shareholders dated December 1, 2008

99.3     Company presentation dated December 1, 2008

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		AmREIT
		By:	/s/ Chad C. Braun
			Chad C. Braun, Chief Financial Officer
Dated:	December 1, 2008

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EX-99.1

Exhibit 99.1

AmREIT Announces Plan to Privatize the Company by Discontinuing Trading of Shares on the NYX

Embarks on Phase Two of Vision 2010 Strategic Plan to Achieve Growth on Irreplaceable Corners™

HOUSTON--(BUSINESS WIRE)--December 1, 2008--AmREIT (NYX:AMY), a Houston-based real estate company that has elected to be taxed as a real estate investment trust, today announced that its Board of Trust Managers has approved the privatization of the Company through withdrawal of its Class A common shares from listing on the NYSE Euronext Exchange (“NYX”, formerly the American Stock Exchange). The company has filed with the NYX its notice of withdrawal of listing of its shares and intends to file with the Securities and Exchange Commission a Notification of Removal from Listing on or after December 11, 2008. The company expects trading on the NYX to cease on or after December 19, 2008. At the time its Class A common shares discontinue trading, all AmREIT share classes will be non-traded and AmREIT will remain an SEC reporting company. The Company expects to continue paying dividends on all classes of its shares.

Commenting on the Company’s decision, H. Kerr Taylor, AmREIT’s Chief Executive Officer commented: “For several years we believe there has been a substantial disconnect between the underlying value of our portfolio of Irreplaceable Corner properties and the market price of our stock. As the founder and chairman of this company and a client with my own assets here at AmREIT and within our funds, I feel positive about our long-term future. We own some of the highest quality real estate in 3 of the top 7 job growth markets in the US. As previously announced, we have launched Vision 2010, a strategic plan that will allow us to create value for our shareholders. Phase one of the plan has been to make our platform more efficient by eliminating those areas in the company that have led to volatility. The goal of phase two is to simplify our capital structure and phase three will be to prepare our company for growth as the country emerges from the current financial crisis. During the past six months we took some difficult but necessary steps to become more efficient by eliminating two businesses within our company. Through these “phase one” steps we have cut our overhead by 50% and dramatically reduced our need for transactional income. This restructuring has created a more stable company with less volatile earnings and cash flow.”

Taylor further stated: “Now we must simplify our capital structure so we can access capital to fund growth and provide superior long-term returns to our investors. As an initial step in this process to benefit all shareholders, our Board has unanimously decided to privatize our company by discontinuing trading of our Class A shares on the NYX. As we complete phase two of Vision 2010 by simplifying our capital structure, and focusing on building value on Irreplaceable Corners, we believe we will be in a good position to create meaningful liquidity for all our shareholders. This may take the form of re-listing on a major stock exchange, bringing in large institutional investors and/or launching an IPO. All this, of course, will depend upon the ability of our nation to navigate the financial crisis that our country now faces.”

The publicly-traded shares have a float value of less than $13 million at the current price and extremely low trading volume where small orders disproportionately affect the price of our stock. We believe the value reflected in the Class A market price is a poor indicator of AmREIT’s intrinsic value, as the public float represents only approximately 20% of our total capital. We are also bearing ever-increasing hard and soft costs of being an exchange-traded REIT.

Taylor concluded: “AmREIT and its predecessors have weathered many financial storms in the past. Our properties are located in three of the top seven job growth markets in the US. Our management team is seasoned and has a track record of making prudent moves in difficult times. As a company with twenty-five years of experience, we are looking forward to taking advantage of the opportunities that will be afforded us as we emerge from this financial chaos.”

We encourage you to visit our website at www.amreit.com for more information on the Company, our Irreplaceable Corner portfolio and Vision 2010, including a pre-recorded company presentation and investor Q&A.

About AmREIT

AmREIT (NYX:AMY), is a full service real estate company dedicated to providing the highest standard of service and value to its clients, partners and investors. For 25 years, AmREIT has delivered on its vision to become the Irreplaceable Corners™ company through investments, acquisitions, value add developments and management of high quality retail and mixed-use properties. AmREIT is headquartered in Houston, Texas and has an office in Dallas, Texas. To learn more, please visit our website at www.amreit.com.

In addition to historical information, this press release contains forward-looking statements under the federal securities law. These statements are based on current expectations, estimates and projections about the industry and markets in which AmREIT operates, management’s beliefs and assumptions made by management. Past performance is not indicative of future returns. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict.

For more information, call Chad Braun, Chief Financial Officer of AmREIT, at (713) 850-1400. AmREIT is online at www.amreit.com.

CONTACT:
AmREIT
Chad C. Braun, 713-850-1400
cbraun@amreit.com

EX-99.2

Exhibit 99.2

December 1, 2008

Dear Shareholder:

As announced in our recent communications with you, we have launched Vision 2010, a strategic plan that will allow us to create value for our shareholders by making our platform more efficient (phase one), simplifying our capital structure (phase two) and preparing for growth as the financial crisis that our country is dealing with passes (phase three).  During the past six months we took some difficult but necessary steps to become more efficient by eliminating two inefficient areas of our company.  Through these “phase one” steps we have cut our overhead by 50% and dramatically reduced our need for transactional income.  This has created a more stable company with less volatile earnings and cash flows, allowing us, at this time, to continue paying dividends at historical rates for all share classes.

Now we must simplify our capital structure so we can access capital to fund growth and provide superior long-term returns to our investors.  As an initial step in this process, our Board has unanimously decided to privatize our company by discontinuing trading of our Class A shares, which will facilitate later steps in implementing phase two of Vision 2010.  We believe our shares will discontinue trading on or after December 19, 2008. Additionally, we will be discontinuing our dividend reinvestment program on all shares and suspending our optional redemption of Class C and Class D common shares in order to preserve cash and strengthen our balance sheet.

Our publicly-traded shares represent only about 20% of our equity capitalization.  Because of our very small trading volume, small orders, either buy-side or sell-side, can disproportionately move the price of our stock.    In other words, we believe our stock price is a poor indicator of the intrinsic value of the Company.  We also suffer increasing costs to be an exchange-listed company, which dilutes our dividend-paying ability.  As we complete phase two of Vision 2010 by simplifying our capital structure, and focusing on building value on Irreplaceable Corners, we believe we will be in a good position to build meaningful liquidity for all our shareholders.  This may take the form of re-listing on a major stock exchange, bringing in large institutional investors and/or launching of an IPO.  All this, of course, is contingent upon the ability of our nation to navigate the financial crisis that our country now faces.

AmREIT and its predecessors have weathered many financial storms in the past.    As the founder and chairman of this Company and a client with my own assets invested at AmREIT and within our funds, I feel positive about our long-term future.  But having lived through market downturns like this before, I do believe strong, courageous action is and will be necessary.  We will continue to communicate with you as we decide what next steps will allow our investors to succeed during these difficult times.

In the middle of the negative news about the US economy, is there anything to be optimistic about?  Absolutely.  Our portfolio is comprised of some of the highest quality properties in three of the top seven job growth markets in the US.  Our management team is experienced and has a track record of making prudent moves in difficult times.  As a 25 year old seasoned company, we are looking forward to taking advantage of the opportunities that will be afforded us as we emerge from this financial chaos. 

We have attached a general Q&A document that will assist you with some of the questions you may have.  We have also posted a Company presentation to our website at www.amreit.com that goes into additional detail on our Company, our portfolio of properties and our plans.   In addition, please contact us if you would like additional insight or help by calling 713-850-1400 and speaking to Chad Braun, our Chief Financial Officer at extension 124, our investors services group at extension 130 or 151, or myself at extension 114.

Best Regards,

/s/ H. Kerr Taylor
H. Kerr Taylor
Chairman and CEO
AmREIT

Questions and Answers:

1.  Why did you decide to move from a Public (publicly listed) platform to a Private (non-traded) platform?

    a.     Our class A shares are thinly traded and liquidity is more illusory than real because trading blocks of modest size can significantly “move the market”, severely depressing our stock price if many shareholders try to liquidate their holdings.  Many advisors have concurred that given our size, lack of broad interest in our stock, and the excellent quality of our assets, we are currently better positioned to be a non-traded private company than a publicly traded company.  In addition, our class C and class D shares, which comprise about 75% of our outstanding capital (at original issuance prices), do not trade but have liquidation rights and voting rights that are essentially the same as our class A shares.  Therefore, our view is that our financing flexibility is complicated by having liquid and illiquid shares that have essentially the same rights.  With the potential conversion of class C and class D shares in 2010 and thereafter, there is risk that ALL shareholders would see a serious diminution in value if class A shares continued to trade as they do now.  Our plan of continuing to operate as a private REIT, we believe, will allow us to execute upon phase two of Vision 2010, grow our Company through phase three of Vision 2010 and provide liquidity to all shareholders on a fair basis through an eventual re-listing of our shares, IPO, institutional privatization, or other appropriate liquidity event.

2.  May I continue to maintain ownership of my class A shares?

    a.     Yes.  You may continue to hold your class A shares indefinitely.  

3.  Will the Company lower our dividends?  

    a.     Many real estate companies and REITs are lowering distributions and dividends because of the uncertainty of our financial times.  We are not currently lowering our AmREIT dividends; however, we cannot make any assurances that they will not be lowered in the future.  As a REIT, we are required to pay out 90% of our annual REIT taxable income to shareholders.  Although we have over-distributed our earnings in 2007 and 2008 (due in part to one-time charges associated with phase one of Vision 2010), we do not intend to over-distribute our earnings in 2009 and will seek to improve our liquidity, strengthen our balance sheet and prepare to take advantage of opportunities that arise out of these turbulent market conditions.  

4.  How have you come to this decision?

    a.     Management and The Board have had  many long and extensive discussions regarding how to best build value for our shareholders.  This has resulted in what we call Vision 2010, a three phase strategic plan aimed at creating a more efficient and streamlined company.  The first phase was business model changes to reach greater efficiency and reduce the volatility of earnings.  The second phase is capital structure changes to simplify our capital structure in order to bring better valuation and liquidity to investors.  And the third phase is to pursue our goal to grow to a $5 billion platform within seven of the top growth markets in the US.

We have also had numerous conversations with some of the leading real estate investment bankers, attempting to vet our thoughts and determine if our direction is best for our shareholders.  Most recently, we returned from the annual meeting of the National Association of Real Estate Investment Trusts where we discussed our plans with three of the top real estate investment banking firms.  Their consensus, in our opinion, validates and supports the actions we are now taking on behalf of our shareholders.

5.  Do you think the current stock price accurately represents the value of the Company?

    a.     No.  Management and the Board do not believe the current stock price reflects the quality of the properties or the Company we have built.  Management and the Board believe that the steps that we are taking will help build long-term share value so that when a shareholder is able to sell shares, the shareholder will obtain a price that more closely represents the value of the high quality portfolio that we have built.

6.  Can the Company re-list at a later date?

    a.     Yes.  We should be able to re-list on any of the major exchanges at any time in the future subject to meeting listing requirements as to float, asset size and earnings levels.  

7.  What is the health and quality of the overall real estate portfolio?

    a.     We encourage you to visit our website at www.amreit.com where we have posted our company’s latest investor presentation as well as a photo/information gallery on our properties.  You will find that our Irreplaceable Corner portfolio is institutional quality with high barriers to entry and the highest demographic metrics (average household income within a 3-mile radius and number of households within a 1-mile radius) of any of our shopping center peers.  Our occupancy is currently greater than 95%, has historically remained above 90%, and while we will certainly see some vacancies as the economic recession deepens, we believe the quality of our portfolio will outperform the peer group.

8.  Will the Company be able to provide a liquidity event within the next 2-3 years?

    a.     While we cannot give assurance on a time frame due to the complexity of the current economic conditions and other factors outside of our control, we are focused on increasing long term shareholder value and providing liquidity to all our shareholders in accordance with our goals and objectives.

9.  Will the Company continue the dividend reinvestment program and continue the optional redemption program?

    a.     No.  We will suspend our dividend re-investment program, as we deem it prudent at this time while we implement Vision 2010.  Since we have suspended dividend reinvestment, we are also suspending the optional redemption programs in an effort to preserve cash and strengthen our balance sheet.  

10.  Is the Company at risk of failure?

    a.     No, we do not believe so.  We have some of the best real estate in some of the strongest markets in the country.  Our occupancy remains high.  Our debt is 85% fixed rate debt with no material near term maturities.  The greatest risk we face, we believe, is to ignore the problems with our capital structure.  We believe that taking the steps we have outlined will be very helpful in overcoming the capital structure issues that we face and will lead to a stronger and more valuable company for shareholders.

11.  What is the long term vision for the Company?

    a.     Vision 2010 is a plan that we believe will create value for all shareholders.  Phase one of the strategic plan has been substantially accomplished and has led to a more stable stream of income by reducing volatile profit centers of the company, cutting expenses and focusing our growth on our high quality portfolio of Irreplaceable Corners™.  We are in the midst of phase two of Vision 2010 and we believe it will lead to a more stable capital structure and allow institutional investors to embrace our company more fully.  This, we believe, will provide a better share price and real liquidity for shareholders.  The third phase of Vision 2010 envisions growth.  We are consulting with some of the most experienced real estate investment counselors and many of them are advising us to “stick to our knitting” regarding our real estate, our strong growth markets and our conservative debt structure.  What they are also telling us is that we should consider growing our platform by consolidating our affiliated partnerships and REITPlus into AmREIT.  They believe this will create a larger, more diverse, and more stable company that will be able to attract capital, grow dividends and ultimately emerge as a publicly listed company on the New York Stock Exchange or grow as an institutional grade private company (where institutions would potentially buy out current shareholders at intrinsic value and not depressed marketplace values).  We are studying all these options and will share our thoughts with you in the near future.

12.  How can I get more information?

    a.     Communication is the “3^rd C” of AmREIT’s  “4 C culture”  emphasizing Character, Competence, Communication and Chemistry. We take communication very seriously and we will do everything we can to give you clear and truthful understanding of the steps we hope to take and the rationale behind those steps.

That is why we have worked so hard on this question and answer document.  Along with our public filings we also have provided an informative PowerPoint presentation on our website at www.amreit.com that we hope will be helpful in understanding the Company better.  The presentation was recorded on December 1, 2008 and can be found at the lower left side of the front page of the website.  Our customer relations team is also available for you at 713-850-1400 ext. 130 during the hours of 9:00 am to 5:00 pm CST.

Finally, we will also be sending out regular communication to you in our monthly dividend statements as we make progress toward the realization of our goals in Vision 2010.

EX-99.3

Exhibit 99.3

The Irreplaceable Corner TM Company AmREIT Institutional Quality Real Estate Operating Platform Approaching $1 Billion Invested in Three of the Top Seven Employment Growth Markets in U.S. Creating Value for a Quarter of a Century Partnering with Wall Street and Institutional Investors

Pre-Vision 2010 –Operation Platform 2 AmREIT Development Property Management Leasing Asset Management General Contracting IBD Securities Total 2008 Budgeted G&A: $14.8 million Total 2008 Budged Transactional Fee Income: $10.0 million

Pre-Vision 2010 –Asset Platform 3 Advised Funds (AIG -REITPlus) $300 Million Tomorrow’s Irreplaceable Corners AmREIT $450 Million Irreplaceable Corners Institutional Joint Ventures $160 Million Total Real Estate Platform Approaching $1 Billion

Vision 2010 -Phases 4 Phase I:Business Model–changes to reach greater efficiency and reduce volatility of earnings. This phase includes the elimination of the general contracting business and IBD Securities business. Estimated G&A Savings of $4 - $4.5 million per year. Phase I was executed during the 3rdand 4thquarters of 2008. Phase II:Capital Structure–changes to reach greater efficiency and reduce volatility of earnings. This will include the simplification of AmREIT’s equity capitalization into one Class of stock, the consolidation of our advised funds and the privatization of the Company. Phase II will be executed during 2009. Phase III:Growth–made possible by Phase I and II as we pursue our goal to grow to a $5 billion platform within seven of the top growth markets of the U.S.

Phase I –Business Model Changes 5 Pre-Phase I Post Phase I G & A $14.8 million $6.5 million No. of Employees 70 50 Transaction Fee Received $10 million $1.1 million AmREIT Development Property Management Leasing Asset Management General Contracting IBD Securities

Phase II –Capital Structure (Two Step Combination) 6 $300 Million AmREIT $450 Million New Company Step One: AmREIT Equity Simplification and Privatize through delisting class A shares; Potential Step Two: Merge all MIG Funds into REITPlus; and/or Combine AmREIT and REITPlus. AmREIT A -$35 Million C -$41 Million D -$110 Million MIG $30 MM MIG II $40 MM MIG III $125 MM MIG IV $95 MM $10 MM $300 Million

Investing in Three of the Top Seven U.S. Growth Markets 7 Three Top U.S. Growth Markets Prior/Non-core Holdings

Top Twelve Population Growth Markets 8 Rank Metropolitan Statistical Area Increase from 2006 to 2007 1. Dallas-Fort Worth-Arlington, TX 162,250 2. Atlanta-Sandy Springs-Marietta, GA 151,063 3. Phoenix-Mesa-Scottsdale, AZ 132,513 4. Houston-Sugar Land-Baytown, TX 120,544 Austin-San Antonio, TX* 119,805 5. Riverside-San Bernardino-Ontario, CA 86,660 6. Charlotte-Gastonia-Concord, NC-SC 66,724 7. Chicago-Naperville-Joliet, IL-IN-WI 66,231 8. Austin-Round Rock, TX 65,880 9. Las Vegas-Paradise, NV 59,165 10. San Antonio, TX 53,925 11. Denver-Aurora, CO 53,030 12. Raleigh-Cary, NC 47,052 *For calculation purposes, we consider Austin and San Antonio, Texas as one market. Source: U.S. Census Bureau.

Top Twelve Employment Growth Markets 9 Rank Metropolitan Statistical Area Trailing 12 Months September 2008 1. Houston-Sugar Land-Baytown 55,700 2. Dallas-Fort Worth-Arlington 54,300 3. Washington-Arlington-Alexandria 40,700 4. Seattle-Tacoma-Bellevue 33,900 Austin-San Antonio, TX* 32,000 5. New York-Northern NJ-Long Island 20,200 6. Boston-Cambridge-Quincy 19,300 7. San Antonio 17,400 8. Virginia Beach-Norfolk-Newport News 17,000 9. Austin-Round Rock 14,600 10. Charlotte-Gastonia-Concord 13,500 11. Denver-Aurora 11,000 12. Raleigh-Cary 9,700 *For calculation purposes, we consider Austin and San Antonio, Texas as one market. Source: Bureau of Labor Statistics.

AmREIT –Debt Maturities as of September 30, 2008 10 Secured Debt Maturities Year Outstanding Amount Percent of Total 2008 $ 13,410 9% 2009 $ 2,644 2% 2011 $ 3,311 2% 2012 $ 15,121 10% 2013 $ 25,058 16% 2015 $ 49,000 32% 2016 $ 20,000 13% 2017 $ 23,392 15% 2013 16% 2015 33% 2016 13% 2017 15% 2012 10% 2011 2% 2008 9% 2009 2% As of 9/30/08, AmREIT’s Unsecured Revolving Credit Facility Balance is $27,880,000.

AmREIT Portfolio -Household Population Density Comparison 11 2,300 1,794 1,326 1,268 1,121 962 919 0 500 1,000 1,500 2,000 2,500 Density (HH per Square Mile) AMY FRT WRI KIM REG EQY DDR Shopping Center REIT Average: 1,232 National Average: 800 Source: Merrill Lynch Research, as of September 2007. AmREIT’s portfolio population density is 87% greater than the shopping center sample group and 188% greater than the national average.

AmREIT Portfolio -Household Income Comparison 12 $77,556 $68,828 $67,381 $54,670 $53,489 $52,864 $51,683 $0 $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 $80,000 Median HH Income (3 mile radius) AMY FRT REG KIM DDR EQY WRI Peer Group REITs Shopping Center REIT Average: $58,153 National Average: $48,775 Source: Merrill Lynch Research, as of September 2007. AmREIT’s median household income is 34% greater than the shopping center sample group and 60% higher than the national average.

AmREIT Portfolio -REIT Demographic Positioning 13 Source: Merrill Lynch Research, as of September 2007. AMY FRT REG KIM DDR EQY WRI National Avg Shopping Center Avg $40,000 $45,000 $50,000 $55,000 $60,000 $65,000 $70,000 $75,000 $80,000 600 800 1,000 1,200 1,400 1,600 1,800 2,000 2,200 2,400 Households per Square Mile Median HH Income in a 3 mile radius

All Properties Under Management -Demographic Positioning 14 Source: Merrill Lynch Research, as of September 2007. When all properties under management are considered, the quality of the portfolio still outperforms the peer group. AMY FRT REG KIM DDR EQY WRI National Avg Shopping Center Avg $40,000 $45,000 $50,000 $55,000 $60,000 $65,000 $70,000 $75,000 $80,000 600 800 1,000 1,200 1,400 1,600 1,800 2,000 2,200 Households Per Square Mile Median HH Income in a 3 Mile Radius

AmREIT Portfolio –Three Year Portfolio Occupancy 15 94.7% 96.0% 96.0% 96.5% 97.4% 98.1% 97.9% 98.1% 97.9% 97.1% 98.4% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Percent Occupied 1Q 2006 2Q 2006 3Q 2006 4Q 2006 1Q 2007 2Q 2007 3Q 2007 4Q 2007 1Q 2008 2Q 2008 3Q 2008

AmREIT Portfolio –Rental Rate Increase Upon Renewal 16 11.69% 14.16% 10.29% 0.00% 5.00% 10.00% 15.00% 2006 2007 2008 YTD Rental Rate Increase Upon Renewal

Plaza in the Park; Houston, Texas 17 Center is anchored by one of the top performing Kroger stores in the country Entrance to the affluent West University submarket. 3 Miles 5 Miles Estimated Population: 148,619 410,882 Estimated Ave. HHI: $110,381 $83,529 Year Acquired: 2004 Retail SF: 344,623 SF

Courtyard on Post Oak; Houston, Texas 18 Uptown Plaza; Houston, Texas Capitalized Income Value (at 6.5%) is approximately $7.7 million. Land value (at $150/s.f.) is over $10 million. Capitalized Income Value (at 6.5%) is approximately $17.7 million. Land value (at $175/s.f.) is over $20 million.

 South Bank on the Riverwalk; San Antonio, TX 19 The Alamo and Riverwalk are the #1 and #2 tourist destinations in Texas. Due to percentage rent, NOI was $190,000 more than the original projection upon  acquisition. Tenant sales have increased consistently for over 10 years.

Uptown Plaza; Dallas, TX 20 Across from the prestigious Crescent Court and the Ritz Carlton. Assembled two properties to control city block. 0.9 acre development tract under contract with option to invest in the development.

Uptown Park; Houston, TX –Future Development Potential 21 Uptown Park Houston TX -June 2005 Demographics better than Buckhead and Beverly Hills. Development potential for 200 room hotel and 200,000 s.f. office. Market rents have increased from high $20’s to low $40’s with NOI exceeding initial underwriting by $800,000. Urban Context Conceptual Rendering

AmREIT –Track Record & Benchmarks 22 1985 – 2001 2002 – 2008 2009 - Platform Assets $0 - $100 million $100 million – $1 Billion $1 Billion – $5 Billion Capital Source IBD IBD / Wall Street / Institutions Wall Street / Institutions Equity Capitalization Private Public Private Real Estate Markets 1 of Top 7 3 of Top 7 7 of Top 10

AmREIT –Board of Directors 23 AmREIT Board of Directors H.L. “Hank” Rush, Jr. Phillip Taggart Robert S. Cartwright, Jr. REITPlus Board of Directors Mack D. Pridgen, III Scot J. Luther Brent M. Longnecker

AmREIT –Board of Directors 23 AmREIT Board of Directors H.L. “Hank” Rush, Jr. Phillip Taggart Robert S. Cartwright, Jr. REITPlus Board of Directors Mack D. Pridgen, III Scot J. Luther Brent M. Longnecker  AmREIT –Management Team 24 H. Kerr Taylor Founder, Chairman, CEO Chad Braun Executive Vice President & CFO President, AmREIT Securities Company Tenel Tayar Senior Vice President & Chief Investment Officer Charles Scoville Managing Vice President & Director of Operations Brett Treadwell Managing Vice President - Finance Ron Lindsey Managing Vice President - Development Steve Hefner Managing Vice President – Director of Dallas Operations Jason Lax Managing Vice President - Construction