AMERICAN HOLDINGS INC /DE/
DEFC14A, 1994-04-21
NON-OPERATING ESTABLISHMENTS
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                        AMERICAN HOLDINGS, INC.
                     376 Main Street, P.O. Box 74
                     Bedminster, New Jersey  07921
                            (908) 234-9220
                            (Call Collect)




                                      Date






Dear           :

     We understand that you are supporting the management of
American Industrial Properties REIT in the current proxy contest. 
American Holdings, Inc. would like an opportunity to discuss with
you the proxy materials you received from us and our position as
contained in those materials.  We may not be able to change your
mind, but at least we will have had a chance to talk things over
with you.

     I would appreciate it if you would call me collect at the
number listed above.  Thank you in advance for your time and
consideration.

                                      Sincerely yours,



                                      AMERICAN HOLDINGS, INC.





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