content: <PAGE>   1
      As filed with the Securities and Exchange Commission on December 23, 1998
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                         AMERICAN INDUSTRIAL PROPERTIES REIT
               (Exact Name of Registrant as Specified in its Charter)
  
  
                   TEXAS                                          75-6335572
  (State or Other Jurisdiction of Incorporation                (I.R.S. Employer
              or Organization)                              Identification Number)
  
           6210 N. BELTLINE ROAD                                     75063
                 SUITE 170                                         (Zip Code)
               IRVING, TEXAS
           (Address of Principal
             Executive Officers)
  
             DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE TRUST MANAGERS
                              (Full Title of the Plan)
  
                                 CHARLES W. WOLCOTT
                               CHIEF EXECUTIVE OFFICER
                         AMERICAN INDUSTRIAL PROPERTIES REIT
                             6210 N. BELTLINE, SUITE 170
                                 IRVING, TEXAS 75063
                       (Name and Address of Agent for Service)
  
                                   (972) 756-6000
            (Telephone Number, Including Area Code, of Agent for Service)
  
                                     Copies to:
                                  BRYAN L. GOOLSBY
                                    GINA E. BETTS
                             LIDDELL, SAPP, ZIVLEY, HILL
                                  & LABOON, L.L.P.
                            2001 ROSS AVENUE, SUITE 3000
                                 DALLAS, TEXAS 75201
                                   (214) 849-5500
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =================================================================================================================
                                                            Proposed              Proposed
                                                            Maximum                Maximum               Amount of
  Title of Securities to be        Amount to be        Offering Price Per         Aggregate            Registration
  registered                        Registered               Share             Offering Price               Fee
  -----------------------------------------------------------------------------------------------------------------
  <S>                              <C>                 <C>                     <C>                     <C>
  Deferred Compensation             $1,000,000                N/A                    N/A                   $278
  Obligations (1)
  =================================================================================================================
  </TABLE>
  
  
  (1)  Represents obligations of the Registrant to make distributions of deferred
       compensation in the future in cash in accordance with the terms of the
       Deferred Compensation Plan for Non-Employee Trust Managers of the
       Registrant (the "Plan").
  
  
  <PAGE>   2
                         REGISTRATION STATEMENT ON FORM S-8
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.*
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
  *    Information required by Part I of Form S-8 to be contained in a prospectus
       meeting the requirements of Section 10(a) of the Securities Act of 1933 is
       omitted from this Registration Statement in accordance with the Note to
       Part I of Form S-8.
  
  
  <PAGE>   3
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Incorporated by reference in this Registration Statement are the
  following documents filed with the Securities and Exchange Commission (the
  "Commission"):
  
           (a)  American Industrial Properties REIT's (the "Trust") Annual Report
                on Form 10-K for the fiscal year ended December 31, 1997;
  
           (b)  The Trust's Quarterly Reports on Form 10-Q for the quarters ended
                March 31, 1998, June 30, 1998 and September 30, 1998; and
  
           (c)  The Trust's Current Reports on Form 8-K, including any amendments
                thereto, filed on January 20, 1998, February 13, 1998, February
                25, 1998, March 23, 1998, April 20, 1998, May 14, 1998, May 22,
                1998, June 17, 1998, August 5, 1998, September 17, 1998, October
                23, 1998, October 29, 1998 and November 24, 1998.
  
           All documents subsequently filed by the Trust pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
  (the "Exchange Act"), prior to the filing of a post-effective amendment which
  indicates that all securities offered have been sold or which deregisters all
  securities then remaining unsold shall also be deemed to be incorporated by
  reference herein and to be a part hereof from the date of filing of such
  documents. Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or is
  deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any statement so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           The obligations registered hereunder (the "Obligations") are general,
  unsecured obligations of the Trust to pay deferred compensation in the future in
  accordance with the terms of the Trust's Deferred Compensation Plan for Non-
  Employee Trust Managers (the "Plan"), which is filed as Exhibit 4 to this
  Registration Statement. The Plan sets forth a description of the Obligations and
  is incorporated herein by reference in its entirety in response to this Item 4,
  pursuant to Rule 411(b)(3) promulgated under the Securities Act.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Subsections (B) and (O) of Section 9.20 of the Texas Real Estate
  Investment Trust Act, as amended (the "Act"), empowers a real estate investment
  trust to indemnify any person who was, is, or is threatened to be made a named
  defendant or respondent in any threatened, pending, or completed action, suit,
  or proceeding, whether civil, criminal, administrative, arbitrative, or
  investigative, any appeal in such an action, suit, or proceeding, or any inquiry
  or investigation that can lead to such an action, suit or proceeding because the
  person is or was a trust manager, officer, employee or agent of the real estate
  investment trust or is or was serving at the request of the real estate
  investment trust as a trust manager, director, officer, partner, venturer,
  proprietor, trustee, employee, agent, or similar functionary of another real
  estate investment trust, corporation, partnership, joint venture, sole
  proprietorship, trust, employee benefit plan, or other enterprise, against
  expenses (including court costs and attorney fees), judgments, penalties, fines
  and settlements provided that he conducted himself in good faith and reasonably
  believed his conduct was in, or in the case
  
  
  <PAGE>   4
  of non-trust manager indemnitees, not opposed to, the best interests of the real
  estate investment trust, and in the case of any criminal proceeding, had no
  reasonable cause to believe that his conduct was unlawful.
  
           The Act further provides that, except to the extent otherwise permitted
  by the Act, a person may not be indemnified in respect of a proceeding in which
  the person is found liable on the basis that personal benefit was improperly
  received by him or in which the person is found liable to the real estate
  investment trust. Indemnification pursuant to Subsection (B) of Section 9.20 of
  the Act is limited to reasonable expenses actually incurred and may not be made
  in respect of any proceeding in which the person has been found liable for
  willful or intentional misconduct in the performance of his duty to the real
  estate investment trust if he is found liable to the real estate investment
  trust or liable on the basis that an improper personal benefit was received.
  
           Subsection (C) of Section 15.10 of the Act provides that a trust
  manager shall not be liable for any claims or damages that may result from his
  acts in the discharge of any duty imposed or power conferred upon him by the
  real estate investment trust, if, in the exercise of ordinary care, he acted in
  good faith and in reliance upon information, opinions, reports, or statements,
  including financial statements and other financial data, concerning the real
  estate investment trust, that were prepared or presented by officers or
  employees of the real estate investment trust, legal counsel, public
  accountants, investment bankers, or certain other professionals, or a committee
  of trust manager of which the trust manager is not a member. In addition, no
  trust manager shall be liable to the real estate investment trust for any act,
  omission, loss, damage, or expense arising from the performance of his duty to a
  real estate investment trust, save only for his own willful misfeasance, willful
  malfeasance or gross negligence.
  
           Article Sixteen of the Trust's Third Amended and Restated Declaration
  of Trust provides that the Trust shall indemnify officers and trust managers, as
  set forth below:
  
                    (a) The Trust shall indemnify, to the fullest extent that
           indemnification is permitted by Texas law in accordance with the
           Trust's Bylaws, every person who is or was a trust manager or officer
           of the Trust and any person who is or was serving at the request of the
           Trust or its corporate predecessor as a director, officer, partner,
           venturer, proprietor, trustee, employee, agent or similar functionary
           of another real estate investment trust, foreign or domestic
           corporation, partnership, joint venture, sole proprietorship, trust,
           employee benefit plan or other enterprise with respect to all
           reasonable costs and expenses incurred by such person as a result of
           such person being made or threatened to be made a defendant or
           respondent in an action, suit or proceeding, whether civil, criminal,
           administrative, arbitrative or investigative, any appeal in such
           action, suit or proceeding, and any inquiry or investigation that could
           lead to such an action, suit or proceeding, by reason of his holding or
           having held a position named above in this paragraph as well as against
           all judgments, penalties, fines and amounts paid in settlement.
  
                    (b) If the indemnification provided in paragraph (a) is either
           (i) insufficient to cover all costs and expenses incurred by any person
           named in such paragraph as a result of such person being made or
           threatened to be made a defendant or respondent in a proceeding by
           reason of his holding or having held a position named in such paragraph
           or (ii) not permitted by Texas law, the Trust shall indemnify, to the
           fullest extent that indemnification is permitted by Texas law, every
           person who is or was a trust manager or officer of the Trust and any
           person who is or was serving at the request of the Trust or its
           corporate predecessor as a director, officer, partner, venturer,
           proprietor, trustee, employee, agent or similar functionary of another
           real estate investment trust, foreign or domestic corporation,
           partnership, joint venture, sole proprietorship, trust, employee
           benefit plan or other enterprise with respect to all costs and expenses
           incurred by such person as a result of such person being made or
           threatened to be made a defendant or respondent in a proceeding by
           reason of his holding or having held a position named above in this
           paragraph.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  
  
  <PAGE>   5
  ITEM 8.  EXHIBITS.
  
  <TABLE>
  <CAPTION>
  Exhibit No.       Description
  -----------       -----------
  <S>               <C>
  3.1               The Trust's Third Amended and Restated Declaration of Trust
                    (filed as Exhibit 3.1 to the Trust's Registration Statement on
                    Form S-4 dated July 22, 1997 (Registration No. 33-31823), and
                    incorporated by reference herein)
  
  3.2               The Trust's Fifth Amended and Restated Bylaws (filed as
                    Exhibit 3.1 to the Trust's Current Report on Form 8-K dated
                    January 29, 1998 (File No. 1-09016) and incorporated by
                    reference herein)
  
  4                 The Trust's Deferred Compensation Plan for Non-Employee Trust
                    Managers
  
  5                 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
  
  23.1              Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
                    (included in their opinion filed as Exhibit 5)
  
  23.2              Consent of Ernst & Young LLP
  
  23.3              Consent of Easley, Endres, Parkhill & Brackendorff, P.C.
  
  23.4              Consent of KPMG Peat Marwick LLP
  
  23.5              Consent of Deloitte & Touche LLP
  
  23.6              Consent of PricewaterhouseCoopers LLP
  
  24                Powers of Attorney (included on signature page)
  </TABLE>
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)      The undersigned registrant hereby undertakes as follows:
  
           1. To file, during any period in which offers or sales are being made,
  a post-effective amendment to this registration statement:
  
                    (i)   To include any prospectus required by Section 10(a)(3) 
           of the Securities Act of 1933;
  
                    (ii)  To reflect in the prospectus any facts or events arising
           after the effective date of the registration statement (or the most
           recent post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set forth
           in the registration statement. Notwithstanding the foregoing, any
           increase or decrease in volume of securities offered (if the total
           dollar value of securities offered would not exceed that which was
           registered) and any deviation from the low or high and of the estimated
           maximum offering range may be reflected in the form of prospectus filed
           with the Commission pursuant to Rule 424(b) if, in the aggregate, the
           changes in volume and price represent no more than 20 percent change in
           the maximum aggregate offering price set forth in the "Calculation of
           Registration Fee" table in the effective registration statement.
  
                    (iii) To include any material information with respect to the
           plan of distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  registration statement is on Form S-3, Form S-8 or Form F-3, and the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
  Act of 1934 that are incorporated by reference in the registration statement.
  
           2. That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           3. To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
           4. That, for purposes of determining any liability under the Securities
  Act of 1933, each filing of the registrant's annual report pursuant to Section
  13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
  
  
  <PAGE>   6
  applicable, each filing of an employee benefit plan's annual report pursuant to
  Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
  reference in the registration statement shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
           5. To deliver or cause to be delivered with the prospectus, to each
  person whom the prospectus is sent or given, the latest annual report, to
  security holders that is incorporated by reference in the prospectus and
  furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
  under the Securities Exchange Act or 1934; and, where interim financial
  information required to be presented by Article 3 of Regulation S-X is not set
  forth in the prospectus, to deliver, or cause to be delivered to each person to
  whom the prospectus is sent or given, the latest quarterly report that is
  specifically incorporated by reference in the prospectus to provide such interim
  financial information.
  
           6. Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
  
  
  <PAGE>   7
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the city of Dallas, state of Texas, on this 21st day of December,
  1998.
  
  
                                         AMERICAN INDUSTRIAL PROPERTIES REIT
  
  
  
                                         By: /s/ Charles W. Wolcott
                                             -------------------------------------
                                             Charles W. Wolcott
                                             President and Chief Executive Officer
  
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated. Each of the undersigned officers and
  directors of the registrant hereby constitutes Charles W. Wolcott and Marc A.
  Simpson, any of whom may act, his true and lawful attorneys-in-fact with full
  power to sign for him and in his name in the capacities indicated below and to
  file any and all amendments to the registration statement filed herewith, making
  such changes in the registration statement as the registrant deems appropriate,
  and generally to do all such things in his name and behalf in his capacity as an
  officer and director to enable the registrant to comply with the provision of
  the Securities Act of 1933 and all requirements of the Securities and Exchange
  Commission.
  
  
  <TABLE>
  <CAPTION>
  Signature                                                     Title                                   Date
  ---------                                                     -----                                   ----
  <S>                                            <C>                                          <C> 
  /s/ Charles W. Wolcott                         Trust Manager, President and Chief           December 21, 1998
  ---------------------------------------        Executive Officer (Principal Executive
  Charles W. Wolcott                             Officer)                              
  
  /s/ Marc A. Simpson                            Senior Vice President and Chief Financial    December 21, 1998
  ---------------------------------------        Officer, Secretary and Treasurer   
  Marc A. Simpson                                (Principal Financial and Accounting
                                                 Officer)                           
  
  /s/ Scott A. Wolstein                          Trust Manager, Chairman of the Board of      December 21, 1998
  ---------------------------------------        Trust Managers
  Scott A. Wolstein                              
  
  /s/ Albert T. Adams                            Trust Manager                                December 21, 1998
  ---------------------------------------
  Albert T. Adams
  
  /s/ William H. Bricker                         Trust Manager                                December 21, 1998
  ---------------------------------------
  William H. Bricker
  
  /s/ T. Patrick Duncan                          Trust Manager                                December 21, 1998
  ---------------------------------------
  T. Patrick Duncan
  
  /s/ Robert H. Gidel                            Trust Manager                                December 21, 1998
  ---------------------------------------
  Robert H. Gidel
  
  /s/ Robert E. Giles                            Trust Manager                                December 21, 1998
  ---------------------------------------
  Robert E. Giles
  
  /s/ Edward B. Kelley                           Trust Manager                                December 21, 1998
  ---------------------------------------
  Edward B. Kelley
  
  /s/ Stanley J. Kraska, Jr.                     Trust Manager                                December 21, 1998
  ---------------------------------------
  Stanley J. Kraska, Jr.
  
  /s/ Russell C. Platt                           Trust Manager                                December 21, 1998
  ---------------------------------------
  Russell C. Platt
  
  /s/ James A. Schoff                            Trust Manager                                December 21, 1998
  ---------------------------------------
  James A. Schoff
  </TABLE>
  <PAGE>   8
                                    EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  Exhibit No.       Description
  -----------       -----------
  <S>               <C>
  3.1               The Trust's Third Amended and Restated Declaration of Trust
                    (filed as Exhibit 3.1 to the Trust's Registration Statement on
                    Form S-4 dated July 22, 1997 (Registration No. 33-31823), and
                    incorporated by reference herein)
  
  3.2               The Trust's Fifth Amended and Restated Bylaws (filed as
                    Exhibit 3.1 to the Trust's Current Report on Form 8-K dated
                    January 29, 1998 (File No. 1-09016) and incorporated by
                    reference herein)
  
  4                 The Trust's Deferred Compensation Plan for Non-Employee Trust
                    Managers
  
  5                 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
  
  23.1              Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
                    (included in their opinion filed as Exhibit 5)
  
  23.2              Consent of Ernst & Young LLP
  
  23.3              Consent of Easley, Endres, Parkhill & Brackendorff, P.C.
  
  23.4              Consent of KPMG Peat Marwick LLP
  
  23.5              Consent of Deloitte & Touche LLP
  
  23.6              Consent of PricewaterhouseCoopers LLP
  
  24                Powers of Attorney (included on signature page)
  </TABLE>
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text: 1
      As filed with the Securities and Exchange Commission on December 23, 1998
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                         AMERICAN INDUSTRIAL PROPERTIES REIT
               (Exact Name of Registrant as Specified in its Charter)
  
                   TEXAS                                          75-6335572
  (State or Other Jurisdiction of Incorporation                (I.R.S. Employer
              or Organization)                              Identification Number)
  
           6210 N. BELTLINE ROAD                                     75063
                 SUITE 170                                         (Zip Code)
               IRVING, TEXAS
           (Address of Principal
             Executive Officers)
  
             DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE TRUST MANAGERS
                              (Full Title of the Plan)
  
                                 CHARLES W. WOLCOTT
                               CHIEF EXECUTIVE OFFICER
                         AMERICAN INDUSTRIAL PROPERTIES REIT
                             6210 N. BELTLINE, SUITE 170
                                 IRVING, TEXAS 75063
                       (Name and Address of Agent for Service)
  
                                   (972) 756-6000
            (Telephone Number, Including Area Code, of Agent for Service)
  
                                     Copies to:
                                  BRYAN L. GOOLSBY
                                    GINA E. BETTS
                             LIDDELL, SAPP, ZIVLEY, HILL
                                  & LABOON, L.L.P.
                            2001 ROSS AVENUE, SUITE 3000
                                 DALLAS, TEXAS 75201
                                   (214) 849-5500
  
                           CALCULATION OF REGISTRATION FEE
  =================================================================================================================
                                                            Proposed              Proposed
                                                            Maximum                Maximum               Amount of
  Title of Securities to be        Amount to be        Offering Price Per         Aggregate            Registration
  registered                        Registered               Share             Offering Price               Fee
  -----------------------------------------------------------------------------------------------------------------
  Deferred Compensation             $1,000,000                N/A                    N/A                   $278
  Obligations (1)
  =================================================================================================================
  (1)  Represents obligations of the Registrant to make distributions of deferred
       compensation in the future in cash in accordance with the terms of the
       Deferred Compensation Plan for Non-Employee Trust Managers of the
       Registrant (the "Plan").
  2
                         REGISTRATION STATEMENT ON FORM S-8
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.*
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
  *    Information required by Part I of Form S-8 to be contained in a prospectus
       meeting the requirements of Section 10(a) of the Securities Act of 1933 is
       omitted from this Registration Statement in accordance with the Note to
       Part I of Form S-8.
  3
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Incorporated by reference in this Registration Statement are the
  following documents filed with the Securities and Exchange Commission (the
  "Commission"):
  
           (a)  American Industrial Properties REIT's (the "Trust") Annual Report
                on Form 10-K for the fiscal year ended December 31, 1997;
  
           (b)  The Trust's Quarterly Reports on Form 10-Q for the quarters ended
                March 31, 1998, June 30, 1998 and September 30, 1998; and
  
           (c)  The Trust's Current Reports on Form 8-K, including any amendments
                thereto, filed on January 20, 1998, February 13, 1998, February
                25, 1998, March 23, 1998, April 20, 1998, May 14, 1998, May 22,
                1998, June 17, 1998, August 5, 1998, September 17, 1998, October
                23, 1998, October 29, 1998 and November 24, 1998.
  
           All documents subsequently filed by the Trust pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
  (the "Exchange Act"), prior to the filing of a post-effective amendment which
  indicates that all securities offered have been sold or which deregisters all
  securities then remaining unsold shall also be deemed to be incorporated by
  reference herein and to be a part hereof from the date of filing of such
  documents. Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or is
  deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any statement so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           The obligations registered hereunder (the "Obligations") are general,
  unsecured obligations of the Trust to pay deferred compensation in the future in
  accordance with the terms of the Trust's Deferred Compensation Plan for Non-
  Employee Trust Managers (the "Plan"), which is filed as Exhibit 4 to this
  Registration Statement. The Plan sets forth a description of the Obligations and
  is incorporated herein by reference in its entirety in response to this Item 4,
  pursuant to Rule 411(b)(3) promulgated under the Securities Act.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Subsections (B) and (O) of Section 9.20 of the Texas Real Estate
  Investment Trust Act, as amended (the "Act"), empowers a real estate investment
  trust to indemnify any person who was, is, or is threatened to be made a named
  defendant or respondent in any threatened, pending, or completed action, suit,
  or proceeding, whether civil, criminal, administrative, arbitrative, or
  investigative, any appeal in such an action, suit, or proceeding, or any inquiry
  or investigation that can lead to such an action, suit or proceeding because the
  person is or was a trust manager, officer, employee or agent of the real estate
  investment trust or is or was serving at the request of the real estate
  investment trust as a trust manager, director, officer, partner, venturer,
  proprietor, trustee, employee, agent, or similar functionary of another real
  estate investment trust, corporation, partnership, joint venture, sole
  proprietorship, trust, employee benefit plan, or other enterprise, against
  expenses (including court costs and attorney fees), judgments, penalties, fines
  and settlements provided that he conducted himself in good faith and reasonably
  believed his conduct was in, or in the case
  4
  of non-trust manager indemnitees, not opposed to, the best interests of the real
  estate investment trust, and in the case of any criminal proceeding, had no
  reasonable cause to believe that his conduct was unlawful.
  
           The Act further provides that, except to the extent otherwise permitted
  by the Act, a person may not be indemnified in respect of a proceeding in which
  the person is found liable on the basis that personal benefit was improperly
  received by him or in which the person is found liable to the real estate
  investment trust. Indemnification pursuant to Subsection (B) of Section 9.20 of
  the Act is limited to reasonable expenses actually incurred and may not be made
  in respect of any proceeding in which the person has been found liable for
  willful or intentional misconduct in the performance of his duty to the real
  estate investment trust if he is found liable to the real estate investment
  trust or liable on the basis that an improper personal benefit was received.
  
           Subsection (C) of Section 15.10 of the Act provides that a trust
  manager shall not be liable for any claims or damages that may result from his
  acts in the discharge of any duty imposed or power conferred upon him by the
  real estate investment trust, if, in the exercise of ordinary care, he acted in
  good faith and in reliance upon information, opinions, reports, or statements,
  including financial statements and other financial data, concerning the real
  estate investment trust, that were prepared or presented by officers or
  employees of the real estate investment trust, legal counsel, public
  accountants, investment bankers, or certain other professionals, or a committee
  of trust manager of which the trust manager is not a member. In addition, no
  trust manager shall be liable to the real estate investment trust for any act,
  omission, loss, damage, or expense arising from the performance of his duty to a
  real estate investment trust, save only for his own willful misfeasance, willful
  malfeasance or gross negligence.
  
           Article Sixteen of the Trust's Third Amended and Restated Declaration
  of Trust provides that the Trust shall indemnify officers and trust managers, as
  set forth below:
  
                    (a) The Trust shall indemnify, to the fullest extent that
           indemnification is permitted by Texas law in accordance with the
           Trust's Bylaws, every person who is or was a trust manager or officer
           of the Trust and any person who is or was serving at the request of the
           Trust or its corporate predecessor as a director, officer, partner,
           venturer, proprietor, trustee, employee, agent or similar functionary
           of another real estate investment trust, foreign or domestic
           corporation, partnership, joint venture, sole proprietorship, trust,
           employee benefit plan or other enterprise with respect to all
           reasonable costs and expenses incurred by such person as a result of
           such person being made or threatened to be made a defendant or
           respondent in an action, suit or proceeding, whether civil, criminal,
           administrative, arbitrative or investigative, any appeal in such
           action, suit or proceeding, and any inquiry or investigation that could
           lead to such an action, suit or proceeding, by reason of his holding or
           having held a position named above in this paragraph as well as against
           all judgments, penalties, fines and amounts paid in settlement.
  
                    (b) If the indemnification provided in paragraph (a) is either
           (i) insufficient to cover all costs and expenses incurred by any person
           named in such paragraph as a result of such person being made or
           threatened to be made a defendant or respondent in a proceeding by
           reason of his holding or having held a position named in such paragraph
           or (ii) not permitted by Texas law, the Trust shall indemnify, to the
           fullest extent that indemnification is permitted by Texas law, every
           person who is or was a trust manager or officer of the Trust and any
           person who is or was serving at the request of the Trust or its
           corporate predecessor as a director, officer, partner, venturer,
           proprietor, trustee, employee, agent or similar functionary of another
           real estate investment trust, foreign or domestic corporation,
           partnership, joint venture, sole proprietorship, trust, employee
           benefit plan or other enterprise with respect to all costs and expenses
           incurred by such person as a result of such person being made or
           threatened to be made a defendant or respondent in a proceeding by
           reason of his holding or having held a position named above in this
           paragraph.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  5
  ITEM 8.  EXHIBITS.
  Exhibit No.       Description
  -----------       -----------
  3.1               The Trust's Third Amended and Restated Declaration of Trust
                    (filed as Exhibit 3.1 to the Trust's Registration Statement on
                    Form S-4 dated July 22, 1997 (Registration No. 33-31823), and
                    incorporated by reference herein)
  
  3.2               The Trust's Fifth Amended and Restated Bylaws (filed as
                    Exhibit 3.1 to the Trust's Current Report on Form 8-K dated
                    January 29, 1998 (File No. 1-09016) and incorporated by
                    reference herein)
  
  4                 The Trust's Deferred Compensation Plan for Non-Employee Trust
                    Managers
  
  5                 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
  
  23.1              Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
                    (included in their opinion filed as Exhibit 5)
  
  23.2              Consent of Ernst & Young LLP
  
  23.3              Consent of Easley, Endres, Parkhill & Brackendorff, P.C.
  
  23.4              Consent of KPMG Peat Marwick LLP
  
  23.5              Consent of Deloitte & Touche LLP
  
  23.6              Consent of PricewaterhouseCoopers LLP
  
  24                Powers of Attorney (included on signature page)
  ITEM 9.  UNDERTAKINGS.
  
           (a)      The undersigned registrant hereby undertakes as follows:
  
           1. To file, during any period in which offers or sales are being made,
  a post-effective amendment to this registration statement:
  
                    (i)   To include any prospectus required by Section 10(a)(3) 
           of the Securities Act of 1933;
  
                    (ii)  To reflect in the prospectus any facts or events arising
           after the effective date of the registration statement (or the most
           recent post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set forth
           in the registration statement. Notwithstanding the foregoing, any
           increase or decrease in volume of securities offered (if the total
           dollar value of securities offered would not exceed that which was
           registered) and any deviation from the low or high and of the estimated
           maximum offering range may be reflected in the form of prospectus filed
           with the Commission pursuant to Rule 424(b) if, in the aggregate, the
           changes in volume and price represent no more than 20 percent change in
           the maximum aggregate offering price set forth in the "Calculation of
           Registration Fee" table in the effective registration statement.
  
                    (iii) To include any material information with respect to the
           plan of distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  registration statement is on Form S-3, Form S-8 or Form F-3, and the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
  Act of 1934 that are incorporated by reference in the registration statement.
  
           2. That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           3. To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
           4. That, for purposes of determining any liability under the Securities
  Act of 1933, each filing of the registrant's annual report pursuant to Section
  13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
  6
  applicable, each filing of an employee benefit plan's annual report pursuant to
  Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
  reference in the registration statement shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
           5. To deliver or cause to be delivered with the prospectus, to each
  person whom the prospectus is sent or given, the latest annual report, to
  security holders that is incorporated by reference in the prospectus and
  furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
  under the Securities Exchange Act or 1934; and, where interim financial
  information required to be presented by Article 3 of Regulation S-X is not set
  forth in the prospectus, to deliver, or cause to be delivered to each person to
  whom the prospectus is sent or given, the latest quarterly report that is
  specifically incorporated by reference in the prospectus to provide such interim
  financial information.
  
           6. Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  7
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the city of Dallas, state of Texas, on this 21st day of December,
  1998.
  
                                         AMERICAN INDUSTRIAL PROPERTIES REIT
  
                                         By: /s/ Charles W. Wolcott
                                             -------------------------------------
                                             Charles W. Wolcott
                                             President and Chief Executive Officer
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated. Each of the undersigned officers and
  directors of the registrant hereby constitutes Charles W. Wolcott and Marc A.
  Simpson, any of whom may act, his true and lawful attorneys-in-fact with full
  power to sign for him and in his name in the capacities indicated below and to
  file any and all amendments to the registration statement filed herewith, making
  such changes in the registration statement as the registrant deems appropriate,
  and generally to do all such things in his name and behalf in his capacity as an
  officer and director to enable the registrant to comply with the provision of
  the Securities Act of 1933 and all requirements of the Securities and Exchange
  Commission.
  Signature                                                     Title                                   Date
  ---------                                                     -----                                   ----
  /s/ Charles W. Wolcott                         Trust Manager, President and Chief           December 21, 1998
  ---------------------------------------        Executive Officer (Principal Executive
  Charles W. Wolcott                             Officer)                              
  
  /s/ Marc A. Simpson                            Senior Vice President and Chief Financial    December 21, 1998
  ---------------------------------------        Officer, Secretary and Treasurer   
  Marc A. Simpson                                (Principal Financial and Accounting
                                                 Officer)                           
  
  /s/ Scott A. Wolstein                          Trust Manager, Chairman of the Board of      December 21, 1998
  ---------------------------------------        Trust Managers
  Scott A. Wolstein                              
  
  /s/ Albert T. Adams                            Trust Manager                                December 21, 1998
  ---------------------------------------
  Albert T. Adams
  
  /s/ William H. Bricker                         Trust Manager                                December 21, 1998
  ---------------------------------------
  William H. Bricker
  
  /s/ T. Patrick Duncan                          Trust Manager                                December 21, 1998
  ---------------------------------------
  T. Patrick Duncan
  
  /s/ Robert H. Gidel                            Trust Manager                                December 21, 1998
  ---------------------------------------
  Robert H. Gidel
  
  /s/ Robert E. Giles                            Trust Manager                                December 21, 1998
  ---------------------------------------
  Robert E. Giles
  
  /s/ Edward B. Kelley                           Trust Manager                                December 21, 1998
  ---------------------------------------
  Edward B. Kelley
  
  /s/ Stanley J. Kraska, Jr.                     Trust Manager                                December 21, 1998
  ---------------------------------------
  Stanley J. Kraska, Jr.
  
  /s/ Russell C. Platt                           Trust Manager                                December 21, 1998
  ---------------------------------------
  Russell C. Platt
  
  /s/ James A. Schoff                            Trust Manager                                December 21, 1998
  ---------------------------------------
  James A. Schoff
  8
                                    EXHIBIT INDEX
  Exhibit No.       Description
  -----------       -----------
  3.1               The Trust's Third Amended and Restated Declaration of Trust
                    (filed as Exhibit 3.1 to the Trust's Registration Statement on
                    Form S-4 dated July 22, 1997 (Registration No. 33-31823), and
                    incorporated by reference herein)
  
  3.2               The Trust's Fifth Amended and Restated Bylaws (filed as
                    Exhibit 3.1 to the Trust's Current Report on Form 8-K dated
                    January 29, 1998 (File No. 1-09016) and incorporated by
                    reference herein)
  
  4                 The Trust's Deferred Compensation Plan for Non-Employee Trust
                    Managers
  
  5                 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
  
  23.1              Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
                    (included in their opinion filed as Exhibit 5)
  
  23.2              Consent of Ernst & Young LLP
  
  23.3              Consent of Easley, Endres, Parkhill & Brackendorff, P.C.
  
  23.4              Consent of KPMG Peat Marwick LLP
  
  23.5              Consent of Deloitte & Touche LLP
  
  23.6              Consent of PricewaterhouseCoopers LLP
  
  24                Powers of Attorney (included on signature page)