<PAGE> 1
EXHIBIT 4
REVOCABLE PROXY OF
GOTHAM PARTNERS INTERNATIONAL, LTD.,
A CAYMAN ISLAND COMPANY
447,040 SHARES OF COMMON STOCK
OF TRANSCONTINENTAL REALTY INVESTORS, INC.
Gotham Partners International, LTD., a Cayman Island Company, as holder
of the shares described above, revokes any previously executed proxies and
appoints American Realty Investors, Inc. and Income Opportunity Realty
Investors, Inc. as its proxy to act jointly to attend the Annual Shareholders'
Meeting of Transcontinental Realty Investors, Inc. to be held at 1800 Valley
View Lane, Suite 300, Dallas, Texas, on October 19, 2000, at 11:00 a.m. (CST),
and any continuation or adjournment of that Shareholders' Meeting (the
"Shareholders' Meeting") for the sole purpose of approving proposal one (to
elect five Directors); proposal two (to approve the Director Stock Option Plan);
proposal three (to approve the 2000 Stock Option Plan); and proposal four (to
approve an amendment to the Articles of Incorporation to increase the number of
authorized shares of common and preferred stock); all as more fully set forth in
the Proxy Statement for such Annual Meeting attached hereto and made a part
hereof (the "Proxy Statement"). This proxy shall be for no other or additional
matters and shall be limited to proposals one through four as described in the
Proxy Statement, without taking into account any amendments or supplements
thereto. This proxy shall act in its stead and on its behalf to represent, vote,
execute consents and otherwise to act for Gotham Partners International, LTD.
(only as described above) in the same manner and with the same effect as if we
were personally present.
We authorize the proxy to substitute any other person to act under this
proxy, to revoke any substitution and to file this proxy and any substitution or
revocation with the corporation.
This proxy and the authority represented by this proxy may be revoked
at any time by the undersigned. Unless revoked, this proxy shall terminate on
October 20, 2000, the day after the Shareholders' Meeting, or if the meeting is
continued or adjourned, the day after the continuation or adjournment.
GOTHAM PARTNERS INTERNATIONAL, LTD.,
A CAYMAN ISLAND COMPANY
By: Gotham International Advisors, L.L.C.
Date: 10/03/00 By: /s/ William Ackerman
--------- ----------------------------------------
William Ackerman, Sr. Managing Member
