BASIC US REIT INC
8-A12B, 1996-11-27
REAL ESTATE
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                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                ----------------------

                                       FORM 8-A
                                REGISTRATION STATEMENT
                  FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                       PURSUANT TO SECTION 12(b) OR (g) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

                                    --------------
                                BASIC U.S. REIT, INC.
                (Exact name of registrant as specified in its charter)


                  MARYLAND                        65-0695958
    (State incorporation or organization)      (I.R.S. Employer
                                             Identification Number)


                             7850 Northwest 146th Street
                                      Suite 308
                                   Miami, FL  33016
          (Address and telephone number of registrant's principal executive
                            offices and place of business)

Securities to be registered pursuant to Section 12(b) of the Act:

           Title of each class              Name of each exchange on which
           to be so registered              each class is to be registered

 Common Stock, $0.01 par value per share         American Stock Exchange

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]

Securities to be Registered Pursuant to Section 12(g) of the Act:

                                         None
                                   (Title of class)

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          INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

          A description of the Registrant's common stock, $0.01 par value per
          share (the "Common Stock") is incorporated herein by reference to the
          registrant's Registration Statement on Form S-11 (Registration
          Statement No. 333-13153) as filed with the Securities and Exchange
          Commission on October 1, 1996 together with all amendments thereto
          (the "Registration Statement") and in particular to the statements
          made in the Prospectus included therein under the captions
          "Description of Capital of the Corporation" and "Certain Provisions of
          Maryland Law and of the Amended and Restated Articles of Incorporation
          and Bylaws."


          A copy of the description of the Common Stock has previously been
          filed with the American Stock Exchange, Inc.

ITEM 2.   EXHIBITS

          The following exhibits are filed as a part of this Registration
          Statement:

          1.   Articles of Amendment and Restatement of the Registrant,
               incorporated herein by reference to Exhibit 3.1 contained in the
               Registration Statement.

          2.   Bylaws of the Registrant, incorporated herein by reference to
               Exhibit 3.2 contained in the Registration Statement.

          3.   Specimen of the Form of Share Certificate for the Registrant's
               Common Stock, incorporated herein by reference to Exhibit 4.1
               contained in the Registration Statement.


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                                      SIGNATURES

          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

(Registrant) BASIC U.S. REIT, INC.

Date: November 26, 1996

                                   By: /s/ Terry McCrae
                                       ------------------------------------
                                       Name:  Terry McCrae
                                       Title: Treasurer, Chief Financial Officer
                                              and Vice President-Finance



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