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TEXAS		76-0410050
(State or other jurisdiction of incorporation or organization)		(IRS Employer) Identification Number)

Bryan L. Goolsby Kenneth L. Betts Locke Liddell & Sapp LLP 2200 Ross Avenue, Suite 2200 Dallas, Texas 75201-6776 (214) 740-8000		John A. Good Bass, Berry & Sims PLC 100 Peabody Place, Suite 900 Memphis, Tennessee 38103 (901) 543-5900

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The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

		Per Share				Total
Public offering price		$				$
Underwriting discounts and commissions(1)		$				$
Proceeds, before expenses, to us		$				$

(1)	Excludes a financial advisory fee of approximately $          (approximately $          if the underwriters’ over-allotment option is exercised in full) payable to Robert W. Baird & Co. Incorporated.

BB&T Capital Markets	J.J.B. Hilliard, W.L. Lyons, Inc.

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		Page
SUMMARY			1
RISK FACTORS			11
USE OF PROCEEDS			22
CAPITALIZATION			23
BUSINESS AND PROPERTIES			36
PRICE RANGE OF CLASS A COMMON SHARES			53
MANAGEMENT			55
AMREIT’S DECLARATION OF TRUST AND BYLAWS			59
CERTAIN ANTI-TAKEOVER PROVISIONS OF THE DECLARATION OF TRUST, BYLAWS AND TEXAS LAW			60
DESCRIPTION OF AMREIT’S CAPITAL SHARES			64
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES			79
CERTAIN ERISA CONSIDERATIONS			92
UNDERWRITING			95
EXPERTS			96
LEGAL OPINIONS			97
ADDITIONAL INFORMATION			97
DOCUMENTS DELIVERED WITH THIS PROSPECTUS			98
Form of Underwriting Agreement
List of Subsidiaries
Consent of KPMG LLP
Consent of KPMG LLP
Consent of KPMG LLP

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	Our class A common shares have limited average daily trading volume.

	Tenant, geographic or retail product concentrations in our real estate portfolio could make us vulnerable to negative economic and other trends.

	You cannot evaluate properties that we have not yet acquired or identified for acquisition.

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	We may increase our leverage without shareholder approval.

	Distribution payments in respect of our Class A common share are subordinate to payments on debt and other series of common shares.

	Bankruptcy of a significant tenant would adversely affect AmREIT’s operations.

	•	reduction or loss of lease payments related to the termination of the tenant’s leases;
	•	reduction of revenue resulting from the restructuring the original tenant’s leases;
	•	interruptions in the receipt of lease revenues from the tenant;
	•	increase in the costs associated with the maintenance and financing of vacant properties;
	•	increase in costs associated with litigation and the protection of the properties;
	•	increase in costs associated with improving and reletting the properties;
	•	reduction in the value of our shares; and
	•	decrease in distributions to shareholders.

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	There may be significant fluctuations in our quarterly results.

	•	interest rate changes;
	•	the volume and timing of our property acquisitions;
	•	the amount and timing of income generated by our real estate operating and development and securities company subsidiaries, as well as our retail partnerships;
	•	the recognitions of gains or losses on property sales;
	•	the level of competition in our market; and
	•	general economic conditions, especially those affecting the retail industries.

	Our plan to grow through the acquisition and development of additional properties could be adversely affected by trends in the real estate and financing businesses.

	If we cannot meet our REIT distribution requirements, we may have to borrow funds or liquidate assets to maintain our REIT status.

	Conversion of class B common shares could put downward pressure on the market price of our class A common shares.

	An increase in market interest rates may have an adverse effect on the market price of our class A common shares.

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	Limitations on share ownership required to maintain our REIT status may deter attractive tender offers for our class A common shares.

	Our declaration of trust contains anti-takeover provisions.

	•	the prohibition on any person owning, directly or indirectly, more than 9.0% of the outstanding common shares; and
	•	provisions authorizing the issuance of preferred shares on terms that board members determine make it more difficult for an aggressor to obtain a controlling number of shares.

	Provisions of our declaration of trust, bylaws and Texas law could restrict change in control.

	We may have refinancing risk with respect to short-term borrowings used to fund the development or acquisition of properties.

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	We will be subject to conflicts of interest.

	Our board can take many actions without shareholder approval.

	Our officers and trust managers have limited liability.

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	Our securities business is subject to government regulation and its activities are subject to a broad range of securities laws

	Real estate investments are relatively illiquid.

	Our properties are subject to general real estate operating risks.

	We may construct improvements, the cost of which may not be recoverable.

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	Net leases may not result in fair market lease rates over time.

	We may invest in joint ventures.

	•	the potential inability of our joint venture partner to perform;
	•	the joint venture partner may have economic or business interests or goals which are inconsistent with or adverse to ours;
	•	the joint venture partner may take actions contrary to our requests or instructions or contrary to our objectives or policies; and
	•	the joint venturers may not be able to agree on matters relating to the property they jointly own. Although each joint owner will have a right of first refusal to purchase the other owner’s interest, in the event a sale is desired, the joint owner may not have sufficient resources to exercise such right of first refusal.

	Our properties may be subject to environmental liabilities.

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	Anticipated borrowing creates risks.

	We may not have adequate insurance.

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	Our properties may not be profitable, may not result in distributions and/or may depreciate.

	•	may not operate at a profit,
	•	may not perform to AmREIT’s expectations,
	•	may not appreciate in value,
	•	may depreciate in value,
	•	may not ever be sold at a profit and
	•	may result in the loss of a portion of AmREIT’s investment.

	We may provide financing to purchasers of properties.

	We may engage in sale-leaseback transactions.

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	We must compete for acceptable investments.

	We may be unable to renew leases or relet spaces.

	Our properties face competing properties.

	The inability of a tenant to make lease and mortgage payments could have an adverse effect on our financial condition and results of operations.

	•	national, regional and local economic conditions (which may be adversely affected by industry slowdowns, employer relocations, prevailing employment conditions and other factors), which may reduce consumer demand for the products offered by our tenants;
	•	local real estate conditions;
	•	changes or weaknesses in specific industry segments;
	•	perceptions by prospective customers of the safety, convenience, services and attractiveness of our tenants;
	•	changes in demographics, consumer tastes and traffic patterns;
	•	the ability to obtain and retain capable management;
	•	changes in laws, building codes, similar ordinances and other legal requirements, including laws increasing the potential liability for environmental conditions existing on properties;
	•	increases in operating expenses; and
	•	increases in minimum wages, taxes (including income, service, real estate and other taxes) or mandatory employee benefits.

	We have properties specifically suited to few tenants.

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	We do not have control over market and business conditions.

	We will have no economic interest in leasehold estate properties.

	Our failure to qualify as a REIT for tax purposes would result in taxation of us as a corporation and the reduction of funds available for shareholder distribution.

	We may be liable for prohibited transaction tax and/or penalties.

	Changes in the tax law may adversely affect our REIT status.

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	Investment in AmREIT may not be suitable under ERISA and IRA requirements.

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	•	On an actual basis; and
	•	On a pro forma, as adjusted basis to give effect to our sale of 3,000,000 of our class A common shares in this offering, at the public offering price of $           per share and the application of the net proceeds therefrom to acquire Uptown Park (after deducting the underwriters’ discounts and commissions and estimated offering expenses payable by us and assuming the underwriters do not exercise their over-allotment option), as well as to reflect the incurrence of additional debt in connection with the proposed Uptown Park acquisition.

				As of March 31, 2005
								Pro forma
				Actual				As Adjusted
Debt:
	Notes Payable			$	92,751,900			$
Shareholders’ equity:
	Preferred stock, par value $0.01: 10,000,000 shares authorized; no shares issued and outstanding actual or as adjusted				—
Class A common shares, par value $0.01: 50,000,000 shares authorized; 3,493,328 shares issued and outstanding actual, 6,609,212 shares issued and outstanding as adjusted				$	34,933			$
Class B common shares, par value $0.01: 3,000,000 shares authorized; 2,215,722 shares issued and outstanding actual and as adjusted				$	22,157			$
Class C common shares, par value $0.01: 4,400,000 shares authorized; 4,083,276 shares issued and outstanding actual and as adjusted				$	40,833			$
Class D common shares, par value $0.01: 17,000,000 shares authorized; 4,103,087 shares issued and outstanding in actual and as adjusted				$	41,031			$
Capital in excess of par value					122,013,317
Accumulated distributions in excess of earnings					(15,741,363	)
Deferred Compensation					(1,359,446	)
Cost of Treasury Shares, 9,116 class A common shares					(54,991	)
		Total shareholders’ equity		$	104,996,471			$

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	KPMG LLP

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								Three Months
				Year Ended				Ended
				December 31,				March 31,
				2004				2005
								(Unaudited)
Gross income:
	Rental income			$	3,706,131			$	961,907
	Tenant expense recoveries				1,268,015				347,768
	Other income				78,402				2,428
					5,052,548				1,312,103
Direct operating expenses:
	Operating expenses				1,010,955				292,853
	Real estate taxes				737,143				192,240
	Insurance				61,589				15,126
		Total direct operating expenses			1,809,687				500,219
		Excess of gross income over direct operating expenses		$	3,242,861			$	811,884

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(1)	Business

(2)	Basis of Presentation and Combination

(3)	Gross Income

2005			$	3,714,123
2006				3,753,356
2007				3,597,784
2008				3,090,247
2009				2,655,629
Thereafter				5,553,970
	Total		$	22,365,109

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(4)	Direct Operating Expenses

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				AmREIT				Common A				Uptown
				Historical(1)				Offering(2)				Park(3)				Pro Forma
ASSETS
Property:
	Land			$	67,168,248			$	—			$	53,900,000			$	121,068,248
	Buildings				85,960,806				—				6,814,901				92,775,707
	Tenant improvements				4,248,070				—				2,489,708				6,737,778
					157,377,124				—				63,204,609				220,581,733
	Less accumulated depreciation and amortization				(3,989,839	)			—				—				(3,989,839	)
		Net real estate held for investment			153,387,285				—				63,204,609				216,591,894
	Real estate held for sale, net				9,925,108				—				—				9,925,108
	Net investment in direct financing leases held for investment				19,217,083				—				—				19,217,083
	Investment in retail partnerships and other affiliates				1,876,889				—				—				1,876,889
		Net real estate investments			184,406,365				—				63,204,609				247,610,974
Intangible lease cost, net					10,238,353				—				8,377,975				18,616,328
Other assets					10,830,067				21,840,000				(21,840,000	)			10,830,067
TOTAL ASSETS				$	205,474,785			$	21,840,000			$	49,742,584			$	277,057,369
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
	Notes payable			$	92,751,900			$	—			$	48,103,000	(4)		$	140,854,900
	Other liabilities				6,621,818				—				1,639,584				8,261,402
		TOTAL LIABILITIES			99,373,718				—				49,742,584				149,116,302
Minority interest					1,104,596				—				—				1,104,596
Shareholders’ equity					104,996,471				21,840,000				—				126,836,471
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY				$	205,474,785			$	21,840,000			$	49,742,584			$	277,057,369

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			AmREIT				Uptown				Pro Forma
			Historical(1)				Park(2)				Adjustments				Pro Forma
Revenues
	Rental income and earned income		$	4,820,593			$	1,309,675			$	66,680	(3)		$	6,196,948
	Other income			3,421,750				2,428				—				3,424,178
	Total Revenues			8,242,343				1,312,103				66,680				9,621,126
Expenses
	General operating and administrative			1,651,651				—				—				1,651,651
	Property expense			729,120				500,219				—				1,229,339
	Depreciation and amortization			1,097,532				—				507,089	(3)			1,604,621
	Other expenses			2,211,751				—				—				2,211,751
	Total Expenses			5,690,054				500,219				507,089				6,697,362
Operating income				2,552,289				811,884				(440,409	)			2,923,764
Interest expense				(1,517,085	)			—				(657,825	)(4)			(2,174,910	)
Other (expense) income				(18,026	)			—				—				(18,026	)
Income (loss) before discontinued operations				1,017,178				811,884				(1,098,234	)			730,828
Income from discontinued operations				340,682				—				—				340,682
Pro forma net income			$	1,357,860			$	811,884			$	(1,098,234	)		$	1,071,510
Distributions paid to class B and class C shareholders				(1,631,931	)			—				—				(1,631,931	)
Net income (loss) available to class A shareholders			$	(274,071	)		$	811,884			$	(1,098,234	)		$	(560,421	)
Net income per common share — basic and diluted
	Loss before discontinued operations		$	(0.18	)										$	(0.14	)
	Income from discontinued operations			0.10												0.05
	Net income (loss)		$	(0.08	)										$	(0.09	)
Weighted average common shares used to compute net income per share, basic and diluted				3,471,028												6,471,028

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			AmREIT				Uptown				2004				Pro Forma
			Historical(1)				Park(2)				Acquisitions(3)				Adjustments				Pro Forma
Revenues
	Rental income and earned income		$	11,807,532			$	4,974,146			$	7,225,098			$	266,721	(4)		$	24,273,497
	Other income			9,951,248				78,402				—				—				10,029,650
	Total Revenues			21,758,780				5,052,548				7,225,098				266,721				34,303,147
Expenses
	General operating and administrative			5,719,301				—				—				—				5,719,301
	Property expense			1,560,790				1,809,687				2,422,995				—				5,793,472
	Depreciation and amortization			2,040,053				—				2,525,833				2,028,358	(4)			6,594,244
	Other expenses			9,270,858				—				—				—				9,270,858
	Total Expenses			18,591,002				1,809,687				4,948,828				2,028,358				27,377,875
Operating income				3,167,778				3,242,861				2,276,270				(1,761,637	)			6,925,272
Interest expense				(3,375,499	)			—				(3,214,254	)			(2,631,300	)(5)			(9,221,053	)
Other income (expense)				918,228				—				—				—				918,228
Income (loss) before discontinued operations				710,507				3,242,861				(937,984	)			(4,392,937	)			(1,377,553	)
Loss from discontinued operations				(122,520	)			—				—				—				(122,520	)
Pro forma net income			$	587,987			$	3,242,861			$	(937,984	)		$	(4,392,937	)		$	(1,500,073	)
Distributions paid to class B and class C shareholders				(4,453,562	)			—				—				—				(4,453,562	)
Net income (loss) available to class A shareholders			$	(3,865,575	)		$	3,242,861			$	(937,984	)		$	(4,392,937	)		$	(5,953,635	)
Net income per common share — basic and diluted Loss before discontinued operations			$	(1.15	)														$	(0.93	)
	Loss from discontinued operations			(0.04	)															(0.02	)
	Net income (loss)		$	(1.19	)														$	(0.95	)
Weighted average common shares used to compute net income per share, basic and diluted				3,251,285																6,251,285

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	•	Acquiring real estate on Irreplaceable Corners, which we define as premier retail frontage locations in a submarket generally characterized by the following attributes:

	•	a population of at least 100,000 within a three-mile radius;
	•	area average household income of at least $80,000 per year;
	•	high traffic visibility;
	•	traffic counts of at least 30,000 cars per day; and
	•	little available land suitable for competitive development in the area.

	•	Focusing on the Sun Belt states with an emphasis on the Texas markets where our management team has substantial experience and local market knowledge.
	•	Anchoring our centers with national/ regional grocery or drug stores or chain restaurants.
	•	Adding value to our properties through active, hands-on management, improving tenant quality and increasing cash flows by increasing occupancy and rental rates.
	•	Conducting extensive due diligence using a proprietary process called AmREIT Decision Logic, involving our integrated team of real estate professionals with experience in construction, property management, leasing and finance.
	•	Enhancing our core business through the activities of our real estate operating and development business, our affiliated retail partnership business and our securities broker-dealer.

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	•	Continuing to form partnerships to develop and/or acquire retail properties that we believe possess significant potential for short-term appreciation in value and prospects for capturing such value through disposition and retaining financial upside in those properties while earning management fees. At the same time, we preserve the REIT’s ability to later acquire some or all of these properties.
	•	Continuing to acquire grocery-anchored, strip center and lifestyle properties on Irreplaceable Corners, primarily in major Texas markets.
	•	Continuing to selectively divest properties which no longer meet our core criteria and replace them primarily with high-quality multi-tenant shopping centers on Irreplaceable Corners.

	•	Our fully-integrated business structure provides an advantage in evaluating properties for acquisition or development, raising capital to finance our properties and managing properties for our retail partnerships.
	•	Our focus on Irreplaceable Corners provides long-term stability and opportunities for enhanced cash flows from high occupancy and increasing rents, resulting in higher valuations for our property portfolio.
	•	We place an emphasis on major Texas markets, and our senior management team averages more than 15 years of real estate experience in one or more of these markets.
	•	Our emphasis on major Texas markets provides us with a substantial footprint in one of the largest and most economically stable states in the United States, where our management team lives and has developed extensive real estate contacts, market knowledge and investment expertise.

	•	Real Estate Operating and Development Business;
	•	Retail Partnership Business; and
	•	Securities Business.

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	Our Portfolio

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	Our Real Estate Operating and Development Business

	Our Retail Partnership Business

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																		Sharing
																		Ratios*
		Capital				LP				GP				Scheduled
Retail Partnership		Under Mgmt.				Interest				Interest				Liquidation				LP				GP				LP Preference*
AIG		$	10  million				2.0	%			1.0	%			2008				99	%			1	%			8%
																			90	%			10	%			10%
																			80	%			20	%			12%
																			70	%			30	%			15%
																			0	%			100	%			40% Catch UP
																			60	%			40	%			Thereafter
MIG		$	15  million				1.4	%			1.0	%			2010				99	%			1	%			8%
																			90	%			10	%			10%
																			80	%			20	%			12%
																			0	%			100	%			40% Catch Up
																			60	%			40	%			Thereafter
MIG II		$	25  million				1.6	%			1.0	%			2011				99	%			1	%			8%
																			85	%			15	%			12%
																			0	%			100	%			40% Catch Up
																			60	%			40	%			Thereafter

*	Illustrating the Sharing Ratios and LP Preference provisions using AIG as an example, the LPs share in 99% of the cash distributions until they receive an 8% preferred return. Thereafter, the LPs share in 90% of the cash distributions until they receive a 10% preferred return and so on.

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	Our Securities Business

	General

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	Location of Properties

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																			Annualized
Multi-Tenant											Date								Base Rent as of				%
Shopping Centers			Major Tenants		MSA		State				Acquired				GLA				March 31, 2005				Leased
MacArthur Park			Kroger		Dallas			TX				12/27/04				198,443			$	2,964,192				100	%
Plaza in the Park			Kroger		Houston			TX				07/01/04				138,663				2,498,854				96	%
Cinco Ranch			Kroger		Houston			TX				07/01/04				97,297				1,245,828				100	%
Bakery Square			Walgreens & Bank of America		Houston			TX				07/21/04				34,614				849,456				100	%
Uptown Plaza			CVS/pharmacy		Houston			TX				12/10/03				26,400				1,236,646				100	%
Woodlands Plaza			FedEx/Kinkos & Rug Gallery		Houston			TX				06/03/98				20,018				377,332				100	%
Sugarland Plaza			Mattress Giant		Houston			TX				07/01/98				16,750				349,545				100	%
Terrace Shops			Starbucks		Houston			TX				12/15/03				16,395				457,160				100	%
Copperfield Medical			Texas Children’s Pediatrics		Houston			TX				09/26/95				14,000				219,212				100	%
Courtyard at Post Oak			Verizon Wireless		Houston			TX				06/15/04				13,597				477,360				100	%
San Felipe and Winrock(1)					Houston			TX				11/17/03				8,400				(1	)			(1	)
	Multi-Tenant Shopping Centers Total															584,577			$	10,675,585				99	%

Single Tenant																	Annualized
(Fees Simple Subject									Date								Base Rent as of				%
to Ground Leases)			MSA		State				Acquired				GLA				March 31, 2005				Leased
CVS Corporation			Houston			TX				01/10/03				13,824			$	327,167				100	%
Darden Restaurants			Atlanta			GA				12/18/98				6,867				79,366				100	%
Carlson Restaurants			Baltimore			MD				09/16/03				6,802				141,674				100	%
410-Blanco(1)			San Antonio			TX				12/17/04				5,000				(1	)			(1	)
Bank of America			Houston			TX				11/17/03				4,420				247,975				100	%
Comerica Bank(1)			Houston			TX				04/30/04				4,277				(1	)			(1	)
Washington Mutual			Houston			TX				12/11/96				3,685				98,160				100	%
Washington Mutual			Houston			TX				09/23/96				3,685				61,060				100	%
Yum Brands(2)(3)			Houston			TX				10/14/03				2,818				79,440				100	%
	Single Tenant (Fees Simple Subject to Ground Leases) Total													51,378			$	1,034,842				100	%

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Single Tenant																	Annualized
(Fees Simple Subject									Date								Base Rent as of				%
to Building Leases)			MSA		State				Acquired				GLA				March 31, 2005				Leased
Vacant(2)			Baton Rouge			LA				06/09/97				20,575				(1	)			0	%
Baptist Memorial Medical Plaza			Memphis			TN				07/23/02				15,000				222,643				100	%
Comp USA			Minneapolis			MN				07/23/02				15,000				267,584				100	%
Energy Wellness			Houston			TX				07/23/02				15,000				187,857				100	%
Transworld Entertainment			Independence			MO				07/23/02				14,047				135,000				100	%
Golden Corral			Houston			TX				07/23/02				12,000				182,994				100	%
Golden Corral			Houston			TX				07/23/02				12,000				181,688				100	%
Carlson Restaurants			Houston			TX				07/23/02				8,500				200,000				100	%
Pier One Imports Inc.			Denver			CO				07/23/02				8,014				135,152				100	%
Hollywood Entertainment Corp.			Lafayette			LA				10/31/97				7,488				150,874				100	%
Hollywood Entertainment Corp.			Jackson			MS				12/31/97				7,488				155,067				100	%
Radio Shack Corporation			Dallas			TX				06/15/94				5,200				108,900				100	%
IHOP Corporation #1483			Houston			TX				09/22/99				4,020				188,112				100	%
IHOP Corporation #1737(5)			Salt Lake			UT				07/25/02				4,020				160,849				100	%
IHOP Corporation #4462(5)			Memphis			TN				08/23/02				4,020				176,768				100	%
IHOP Corporation #5318			Topeka			KS				09/30/99				4,020				156,395				100	%
Payless Shoesources Inc.			Austin			TX				07/23/02				4,000				80,000				100	%
AFC, Inc.			Atlanta			GA				07/23/02				2,583				119,279				100	%
Advance Auto(1)(2)(3)(4)			Various			Various				Various				49,000				(1	)			(1	)
	Single Tenant (Fees Simple Subject to Building Leases) Total													211,975			$	2,809,162				88	%

																			Annualized
Single Tenant											Date								Base Rent as of				%
(Ground Lessee Leaseholds)			MSA				State				Acquired				GLA				March 31, 2005				Leased
IHOP Corporation(5)				Various				Various				Various				60,300			$	1,565,674				100	%
	Company Total															908,230			$	16,085,263				97	%

(1)	Under Development (GLA represents proposed leasable square footage).
(2)	Held for Sale.
(3)	Held in a joint venture of which we are the managing 50% owner.
(4)	Advance Auto properties are located in MO and IL. Each of the properties has a proposed GLA of 7,000 square feet.
(5)	IHOP properties are located in NM, LA, OR, VA, TX, CA, TN, CO, VA, NY, OR, KS, UT and MO. Each of the properties has a GLA of 4,020 square feet. These properties are held by a consolidated subsidiary, 79.0% of which is owned by AmREIT, 19.6% of which is owned by AmREIT Income & Growth Corporation, one of our affiliated retail partnerships, and 1.4% of which is owned by unaffiliated third parties.

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			Rental				Rental
State/City			Income				Concentration
Texas — Houston			$	7,879,000				67.4	%
Texas — Dallas				244,000				2.1	%
Texas — other				323,000				2.8	%
	Total Texas			8,446,000				72.3	%
Louisiana				373,000				3.2	%
Tennessee				517,000				4.4	%
Minnesota				268,000				2.3	%
Missouri				256,000				2.2	%
Kansas				253,000				2.2	%
Colorado				246,000				2.1	%
Georgia				198,000				1.7	%
Oregon				181,000				1.6	%
Virginia				172,000				1.5	%
Utah				161,000				1.4	%
Mississippi				155,000				1.3	%
Maryland				142,000				1.2	%
New York				124,000				1.1	%
California				111,000				0.9	%
New Mexico				85,000				0.6	%
Illinois				—				—
Total			$	11,688,000				100.0	%

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	Lease Expirations

		Number
		of Lease				Square				Percent
Expiration Year		Expiring				Footage				of Total
2005			14				37,450				4.40	%
2006			18				45,589				5.35	%
2007			9				51,431				6.04	%
2008			17				63,560				7.47	%
2009			21				74,732				8.78	%
2010			9				43,797				5.14	%
2011			25				125,064				14.69	%
2012			8				55,039				6.46	%
2013			2				11,131				1.31	%
2014			5				8,050				0.95	%
2015			0				0				0.00	%
2016			1				15,120				1.78	%
2017			0				0				0.00	%
2018			0				0				0.00	%
2019			3				12,838				1.51	%
2020			3				71,413				8.39	%
2021			2				82,265				9.66	%
2022			1				4,020				0.47	%
2023			1				63,373				7.44	%
2024			4				26,284				3.09	%
2025			6				32,100				3.77	%
2026			4				16,080				1.89	%
2027			3				12,060				1.42	%
Totals			156				851,396				100.00	%

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	Top Ten Tenants

										Percent of Total
						Annualized Base				Annualized Base
						Rent as of				Rent as of
Tenant		Number of Leases				December 31, 2004				December 31, 2004
IHOP Corporation			19			$	2,247,798				14.05	%
Kroger			3				2,116,165				13.22	%
CVS/pharmacy			2				921,945				5.76	%
Bank of America			2				412,198				2.58	%
Linens ’n’ Things			1				402,500				2.52	%
Golden Corral			2				364,683				2.28	%
TGI Friday’s			2				341,674				2.14	%
Landry’s			1				338,122				2.11	%
Washington Mutual			3				325,396				2.03	%
Hallmark			3				321,200				2.01	%

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	Long-Term Debt Maturity

			Amount				Interest				Annual Debt
Description			Outstanding				Rate				Service				Maturity Date
Credit Facility*			$	25,127,130				4.40	%		$	1,672,606				10/4/2005
	2005 Maturities		$	25,127,130
MacArthur Park			$	13,410,000				6.17	%		$	827,397				12/1/2008
	2008 Maturities		$	13,410,000
Hollywood Video, MS			$	943,134				8.38	%		$	91,208				4/1/2009
	2009 Maturities		$	943,134
Merger Dissenters			$	760,410				5.47	%		$	42,583				7/23/2010
	2010 Maturities		$	760,410
Sugarland IHOP			$	1,224,167				8.25	%		$	138,035				3/1/2011
Sugar Land Plaza				2,329,887				7.60	%			203,349				11/1/2011
	2011 Maturities		$	3,554,053
Albuquerque IHOP			$	706,804				7.89	%		$	74,930				4/24/2012
Baton Rouge IHOP				1,168,000				7.89	%			123,822				4/24/2012
Beaverton IHOP				828,305				7.89	%			87,811				4/16/2012
Charlottesville IHOP				588,527				7.89	%			62,391				4/24/2012
El Paso #1934 IHOP				710,400				7.89	%			75,311				4/16/2012
Rochester IHOP				887,999				7.89	%			94,139				4/16/2012
Shawnee IHOP				701,128				7.89	%			74,328				4/18/2012
5115 Buffalo Spdwy				2,781,302				7.58	%			241,008				5/11/2012
Salem IHOP				581,085				7.89	%			61,461				5/17/2012
Springfield IHOP				964,616				7.89	%			102,026				6/21/2012
Roanoke IHOP				668,262				7.89	%			70,855				7/26/2012
Centerville IHOP				1,168,532				7.89	%			123,620				7/26/2012
Memphis #4462 IHOP				1,262,870				7.89	%			133,600				7/19/2012
Alexandria IHOP				674,124				7.89	%			71,316				7/19/2012
El Paso #1938 IHOP				843,590				7.89	%			89,046				8/23/2012
La Verne IHOP				702,837				7.89	%			74,189				8/23/2012
Memphis #4482 IHOP				732,431				7.89	%			77,312				8/23/2012
Parker IHOP				788,294				7.89	%			83,209				8/23/2012
	2012 Maturities		$	16,759,106
Cinco Ranch			$	8,524,131				5.60	%		$	600,716				7/10/2013
Plaza in the Park				18,016,024				5.60	%			1,269,633				7/10/2013
	2013 Maturities		$	26,540,155
Bakery Square			$	4,380,808				8.00	%		$	571,418				2/10/2017
	2017 Maturities		$	4,380,808
	Total Maturities**		$	91,474,798

	*	Our revolving credit facility is a variable-rate debt instrument, and its outstanding balance fluctuates throughout the year based on our liquidity needs. Annual Debt Service on this debt instrument

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		assumes that the amount outstanding and the interest rate as of March 31, 2005 remain constant through maturity.

**	Total maturities above is $1.3 million less than total debt as reported in our consolidated financial statements due to the premium recorded on above-market debt assumed in conjunction with certain of our 2004 property acquisitions.

	Grocery-Anchored Shopping Centers

	Multi-Tenant Shopping Centers

	Single-Tenant Properties

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	Land to be Developed

	Property Acquisitions and Dispositions

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Calendar Period			High				Low				Dividends
2002
	Third Quarter (from July 23, 2002)(1)		$	7.50			$	6.20			$	.095
	Fourth Quarter		$	6.55			$	6.15			$	.100
2003
	First Quarter		$	6.80			$	6.05			$	.109
	Second Quarter		$	6.80			$	6.10			$	.111
	Third Quarter		$	6.56			$	6.15			$	.112
	Fourth Quarter		$	6.68			$	6.30			$	.114
2004
	First Quarter		$	7.20			$	6.25			$	.116
	Second Quarter		$	7.35			$	6.30			$	.118
	Third Quarter		$	8.20			$	6.60			$	.120
	Fourth Quarter		$	8.32			$	7.45			$	.122
2005
	First Quarter		$	8.75			$	7.90			$	.123

(1)	AmREIT listed its class A common shares on the American Stock Exchange on July 23, 2002. Prior to July 23, 2002, AmREIT’s shares were not listed on a public exchange, and therefore, there is no public trading or pricing information available.

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Name		Age				Position Held
H. Kerr Taylor			53			Chairman of the Board, Chief Executive Officer and President
Chad C. Braun			33			Executive Vice President and Chief Financial Officer
Robert S. Cartwright, Jr.			54			Trust Manager, Chair of Corporate Governance and Nominating Committee, Audit Committee
G. Steven Dawson			46			Trust Manager, Chair of Audit Committee, Chair of Compensation Committee and Corporate Governance and Nominating Committee
Philip Taggart			74			Trust Manager, Compensation Committee, Audit Committee and Corporate Governance and Nominating Committee

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	(1) the issuance of class A common shares as a dividend or distribution on class A common shares;
	(2) the subdivision, combination or reclassification of the outstanding class A common shares;
	(3) the issuance to all holders of class A common shares of rights or warrants to subscribe for or purchase class A common shares (or securities convertible into class A common shares) at a price per share less than the then current market price per share;
	(4) the distribution to all holders of class A common shares of evidences of indebtedness or assets (including securities, but excluding Ordinary Cash Distributions, as defined below, and those dividends, distributions, rights or warrants referred to above); and
	(5) the distribution to all holders of class A common shares of rights or warrants to subscribe for securities (other than those referred to in clause (3) above).

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	•	rents from real property;
	•	interest on loans secured by real property;
	•	gains from the sale of real property or loans secured by real property (excluding gain from the sale of property held primarily for sale to customers in the ordinary course of our business, referred to below as “dealer property”);
	•	income from the operation and gain from the sale of property acquired in connection with the foreclosure of a mortgage securing that property (“foreclosure property”);
	•	distributions on, or gain from the sale of, shares of other qualifying REITs;
	•	abatements and refunds of real property taxes;
	•	amounts received as consideration for entering into agreements to make loans secured by real property or to purchase or lease real property; and
	•	“qualified temporary investment income” (described below).

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	•	We would be subject to tax on any income or gain from foreclosure property which is held primarily for sale to customers in the ordinary course of business at the highest corporate rate (currently 35%). Foreclosure property is generally defined as property acquired through foreclosure or after a default on a loan secured by the property or a lease of the property.
	•	A confiscatory tax of 100% applies to any net income from prohibited transactions which are, in general, certain sales or other dispositions of property held primarily for sale to customers in the ordinary course of business other than foreclosure property.
	•	If we fail to meet either the 75% or 95% source of income tests described above, but still qualify for REIT status under the reasonable cause exception to those tests, a 100% tax would be imposed equal to the amount obtained by multiplying (a) the greater of the amount, if any, by which it failed either the 75% income test or the 95% income test, times (b) a fraction intended to reflect our profitability.
	•	We will be subject to the alternative minimum tax on items of tax preference, excluding items specifically allocable to our shareholders.
	•	If we should fail to distribute with respect to each calendar year at least the sum of (a) 85% of our REIT ordinary income for that year, (b) 95% of our REIT capital gain net income for that year, and (c) any undistributed taxable income from prior years, we would be subject to a 4% excise tax on the excess of the required distribution over the amounts actually distributed.
	•	Treasury Regulations provide that we will be taxed at the highest regular corporate tax rate on any built-in gain attributable to assets that we acquire in certain tax-free corporate transactions, to the extent the gain is recognized during the first ten years after we acquire those assets. Built-in gain is the excess of (a) the fair market value of the asset over (b) our adjusted basis in the asset, in each case determined as of the beginning of the ten-year recognition period. The results described in this paragraph with respect to the recognition of built-in gain assume that the transferor C corporation refrains from making an election to receive different treatment pursuant to the Treasury Regulations.

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	•	We will be taxed at regular corporate rates on any undistributed REIT taxable income, including undistributed net capital gains.
	•	Beginning in the 2005 taxable year, if we fail, in more than a de minimis fashion, to satisfy one or more of the asset tests under the REIT provisions of the Internal Revenue Code for any quarter of a taxable year, but nonetheless continue to qualify as a REIT because we qualify under certain relief provisions, we may be required to pay a tax of the greater of $50,000 or a tax computed at the highest corporate rate on the amount of net income generated by the assets causing the failure from the date of failure until the assets are disposed of or we otherwise return to compliance with the asset test.
	•	Beginning in the 2005 taxable year, if we fail to satisfy one or more of the requirements for REIT qualification under the REIT provisions of the Internal Revenue Code (other than the income tests or the asset tests), we nevertheless may avoid termination of our REIT election in such year if the failure is due to reasonable cause and not due to willful neglect and we pay a penalty of $50,000 for each failure to satisfy the REIT qualification requirements.

	•	Redetermined rents do not include de minimis payments received by the REIT with respect to non-customary services rendered to the tenants of a property owned by the REIT that do not exceed 1% of all amounts received by the REIT with respect to the property.
	•	The redetermined rent provisions do not apply with respect to any services rendered by a taxable REIT subsidiary to the tenants of the REIT, as long as the taxable REIT subsidiary renders a significant amount of similar services to persons other than the REIT and to tenants who are unrelated to the REIT, the taxable REIT subsidiary and the REIT tenants, and the charge for these services is substantially comparable to the charge for similar services rendered to such unrelated persons.
	•	The redetermined rent provisions do not apply to any services rendered by a taxable REIT subsidiary to a tenant of a REIT if the rents paid by tenants leasing at least 25% of the net leaseable space in the REIT’s property who are not receiving such services are substantially comparable to the rents paid by tenants leasing comparable space who are receiving the services and the charge for the services is separately stated.
	•	The redetermined rent provisions do not apply to any services rendered by a taxable REIT subsidiary to tenants of a REIT if the gross income of the taxable REIT subsidiary from these services is at least 150% of the taxable REIT subsidiary’s direct cost of rendering the service.
	•	The Secretary of the Treasury has the power to waive the tax that would otherwise be imposed on redetermined rents if the REIT establishes to the satisfaction of the Secretary that rents charged to tenants were established on an arm’s length basis even though a taxable REIT subsidiary provided services to the tenants.

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	•	is a citizen or resident of the United States;
	•	is a corporation, partnership, limited liability company or other entity treated as a corporation or partnership for federal income tax purposes created or organized in or under the laws of the United States or of any State thereof or in the District of Columbia unless, in the case of a partnership or limited liability company, Treasury Regulations provide otherwise;
	•	is an estate the income of which is subject to federal income taxation regardless of its source; or
	•	is a trust whose administration is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust. Notwithstanding the preceding sentence, to the extent provided in the Treasury Regulations, certain trusts in existence on August 20, 1996 and treated as United States persons prior to this date that elect to continue to be treated as United States persons, shall also be considered U.S. shareholders.

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	•	include its proportionate share of our undistributed long-term capital gains in computing its long-term capital gains in its return for its taxable year in which the last day of our taxable year falls;
	•	be deemed to have paid the capital gains tax imposed on us on the designated amounts included in the U.S. shareholder’s long-term capital gains;
	•	receive a credit or refund for the amount of tax deemed paid by it; and
	•	increase the adjusted basis of its shares of common stock by the difference between the amount of includable gains and the tax deemed to have been paid by it; and, in the case of a U.S. shareholder that is a corporation, appropriately adjust its earnings and profits for the retained capital gains in accordance with Treasury Regulations to be prescribed by the IRS.

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	•	plan asset transactions determined by independent qualified professional asset managers (PTE 84-14),
	•	certain transactions involving bank collective investment funds (PTE 91-38),
	•	certain transactions involving insurance company pooled separate accounts (PTE 90-1),

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	•	certain transactions involving insurance company general accounts (PTE 95-60), and
	•	plan asset transactions determined by in-house asset manager (PTE 96-23).

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				Number of
				Class A
Underwriters				Common Shares
Robert W. Baird & Co. Incorporated
BB&T Capital Markets
	A division of Scott & Stringfellow
J.J.B. Hilliard, W.L. Lyons, Inc.
		Total

		No				Full
		Exercise				Exercise
Per share		$				$
Total		$				$

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	•	Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the SEC on March 31, 2005;
	•	Definitive Proxy Statement on Schedule 14A as filed with the SEC on April 22, 2005;
	•	Form 8-A registering the class A common shares as filed with the SEC on July 17, 2002;
	•	Quarterly Report on Form 10-Q for the quarter ended March 31, 2005;
	•	Current Report on Form 8-K/ A as filed with the SEC on March 10, 2005;
	•	Current Report on Form 8-K as filed with the SEC on March 18, 2005; and
	•	Current Report on Form 8-K as with SEC on May 13, 2005.

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	•	our most recent Quarterly Report on Form 10-Q (which is currently our Quarterly Report for the quarter ended March 31, 2005);
	•	our most recent Annual Report on Form 10-K (which is currently our Annual Report for the fiscal year ended December 31, 2004); and
	•	our definitive Proxy Statement on Schedule 14A relating to our 2005 annual meeting.

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BB&T Capital Markets	J.J.B. Hilliard, W.L. Lyons, Inc.

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Item 14.	Other Expenses of Issuance and Distribution

SEC Registration Fee			$	3,382
AMEX Listing Fee			$	45,000
NASD Filing Fee*			$	3,373
Legal fees and expenses*			$	260,000
Accounting fees and expenses *			$	50,000
Printing, engraving and mailing expenses*			$	65,000
Miscellaneous (including solicitation costs)*			$	15,000
	TOTAL*		$	441,755

*	Estimated.

†	To be filed by amendment.

Item 15.	Indemnification of Trust Managers and Officers

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Item 16.	Exhibits

Exhibit
No.				Exhibit
	1	.1*		Form of Underwriting Agreement.
	4	.1		Amended and Restated Declaration of Trust (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-KSB for the fiscal year ended December 31, 2002).
	4	.2		Bylaws (included as Exhibit 4.2 to the Registrant’s Form S-2 filed with the SEC on April 22, 2005 and incorporated herein by reference).
	4	.3		Statement of Designation of Class C Common Shares (incorporated by reference to Exhibit 3.3 to the Registrant’s Form S-11/A filed on August 7, 2003).
	4	.4		Statement of Designation of Class D Common Shares (included as Exhibit 4.4 to the Registrant’s Form S-2 filed with the SEC on April 22, 2005 and incorporated herein by reference).
	5	.1		Opinion of Locke Liddell & Sapp LLP regarding legality of the securities (included as Exhibit 5.1 to the Registrant’s Form S-2 filed with the SEC on April 22, 2005 and incorporated herein by reference).
	8	.1		Opinion of Locke Liddell & Sapp LLP regarding tax matters (included as Exhibit 8.1 to the Registrant’s Amendment No. 1 to Form S-2 filed with the SEC on May 13, 2005 and incorporated herein by reference).
	10	.1		Revolving Credit Agreement, effective September 4, 2003, by and among the Registrant and Wells Fargo Bank, as the Agent, relating to a $20,000,000 loan (included as Exhibit 10.3 of the Exhibits to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2003 and incorporated herein by reference).
	10	.2		Amended and Restated Revolving Credit Agreement, effective December 8, 2003, by and among the Registrant and Wells Fargo Bank, as the Agent, relating to a $30,000,000 loan (included as Exhibit 10.4 of the Exhibits to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2003 and incorporated herein by reference).
	21	.1*		List of Subsidiaries.
	23	.1		Consent of Locke Liddell & Sapp LLP (included in Exhibits 5.1 and 8.1).
	23	.2*		Consent of KPMG LLP.
	23	.3*		Consent of KPMG LLP.
	23	.4*		Consent of KPMG LLP.
	24	.1		Power of Attorney (included on signature page).

*	Filed herewith.

Item 17.	Undertakings

	(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

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	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 end 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 a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
	(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;

	(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 section 15(d) of the Securities Exchange Act of 1934 (and, where 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) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trust managers, 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.
	(6) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to 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 of 1934; and where interim financial information required to be presented by Article 3 of Regulation S-X are 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.

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Table of Contents

	AMREIT
	(Registrant)

	By:	/s/ H. Kerr Taylor

	Name: H. Kerr Taylor

	Title:	President and Chief Executive Officer

Signature				Title		Date
/s/ H. Kerr Taylor   H. Kerr Taylor				President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)		May 20, 2005
/s/ Chad C. Braun   Chad C. Braun				Executive Vice President and Chief Financial Officer (Principal Financial Officer)		May 20, 2005
/s/  *   Robert S. Cartwright				Trust Manager		May 20, 2005
/s/  *   G. Steven Dawson				Trust Manager		May 20, 2005
/s/  *   Philip W. Taggart				Trust Manager		May 20, 2005
*By: Chad C. Braun, as Attorney-in-Fact

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Table of Contents

Exhibit
No.				Exhibit
	1	.1*		Form of Underwriting Agreement.
	4	.1		Amended and Restated Declaration of Trust (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-KSB for the fiscal year ended December 31, 2002).
	4	.2		Bylaws (included as Exhibit 4.2 to the Registrant’s Form S-2 filed with the SEC on April 22, 2005 and incorporated herein by reference).
	4	.3		Statement of Designation of Class C Common Shares (incorporated by reference to Exhibit 3.3 to the Registrant’s Form S-11/A filed on August 7, 2003).
	4	.4		Statement of Designation of Class D Common Shares (included as Exhibit 4.4 to the Registrant’s Form S-2 filed with the SEC on April 22, 2005 and incorporated herein by reference).
	5	.1		Opinion of Locke Liddell & Sapp LLP regarding legality of the securities (included as Exhibit 5.1 to the Registrant’s Form S-2 filed with the SEC on April 22, 2005 and incorporated herein by reference).
	8	.1		Opinion of Locke Liddell & Sapp LLP regarding tax matters (included as Exhibit 8.1 to the Registrant’s Amendment No. 1 to Form S-2 filed with the SEC on May 13, 2005 and incorporated herein by reference).
	10	.1		Revolving Credit Agreement, effective September 4, 2003, by and among the Registrant and Wells Fargo Bank, as the Agent, relating to a $20,000,000 loan (included as Exhibit 10.3 of the Exhibits to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2003 and incorporated herein by reference).
	10	.2		Amended and Restated Revolving Credit Agreement, effective December 8, 2003, by and among the Registrant and Wells Fargo Bank, as the Agent, relating to a $30,000,000 loan (included as Exhibit 10.4 of the Exhibits to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2003 and incorporated herein by reference).
	21	.1*		List of Subsidiaries.
	23	.1		Consent of Locke Liddell & Sapp LLP (included in Exhibits 5.1 and 8.1).
	23	.2*		Consent of KPMG LLP.
	23	.3*		Consent of KPMG LLP.
	23	.4*		Consent of KPMG LLP.
	24	.1		Power of Attorney (included on signature page).

*	Filed herewith.