SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 13,
1995
AMERICAN INDUSTRIAL PROPERTIES REIT
(Exact name of registrant as specified in its charter)
Texas 1-9016 75-6335572
(State or Other Jurisdiction) (Commission File Number)
(I.R.S. Employer Identification
of Incorporation
Number)
6220 North Beltline, Suite 205, Irving, 75063
Texas (zip code)
(Address of principal executive
offices)
(214) 550-6053
(Registrant's telephone number,
including area code)
Item 5. Other Events
Effective November 13, 1995, the Registrant's Trust Managers
adopted a resolution amending the Registrant's Fourth Amended and
Restated Bylaws (the "Bylaws") to clarify that amendments to
Article XI of the Bylaws will require the affirmative vote of two-
thirds of the outstanding shares.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
99.1 Bylaw Amendment.
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/ Charles W. Wolcott
Charles W. Wolcott
President and Chief Executive
Officer
DATE: November 13, 1995
Index to Exhibits
Sequentially
Exhibit No. Description
Numbered Page
*99.1 Bylaw Amendment
* Filed herewith.
Exhibit 99.1
RESOLVED, that, in order to clarify the Trust's Bylaw
amendment requirements, the Fourth Amended and Restated Bylaws
shall be amended to delete Article XI and replace it with a new
Article XI to read as follows:
ARTICLE XI
Amendments
Except as otherwise provided by applicable law or
the Declaration of Trust, the power to alter, amend or
repeal these Bylaws or to adopt new Bylaws shall be
vested in the Trust Managers and (to the extent not
inconsistent with the Texas REIT Act and the
Declaration of Trust and specified in the notice of the
meeting) the shareholders. Such action to amend the
Bylaws may be taken (i) with respect to all Bylaw
provisions, by the affirmative vote of a majority of
the Trust Managers, or (ii)(a) with respect to Section
2.5, Section 3.3, Section 3.4, Section 3.6, Article IX
or Article XI of these Bylaws, by the affirmative vote
of the holders of two-thirds (2/3) of the Trust's
outstanding shares, or (b) with respect to all other
Bylaws, by the affirmative vote of the holders of a
majority of the Trust's outstanding shares.
