EXHIBIT 99.4

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                 USAA INCOME PROPERTIES III LIMITED PARTNERSHIP

                  SPECIAL MEETING TO BE HELD             , 199

 

    THIS PROXY IS SOLICITED ON BEHALF OF THE GENERAL PARTNER OF USAA INCOME

PROPERTIES III LIMITED PARTNERSHIP (THE "PARTNERSHIP").

 

   The undersigned hereby appoints Edward B. Kelley and Randal R. Seewald, and

each of them, jointly and severally, as Proxies, each with full power of

substitution, to vote all of the undersigned's Limited Partnership Units in the

Partnership, held of record on         , 199 , at the Special Meeting of Limited

Partners held on         , 199 or at any postponements or adjournments thereof,

on the proposals set forth below, as directed.

 

   

1. Approval of the Agreement and Plan of Merger, dated as of June 30, 1997, by

   and between American Industrial Properties REIT (the "Trust") and the

   Partnership and approval of amendments to the Agreement of Limited

   Partnership of the Partnership authorizing (i) the proposed merger of the

   Partnership with and into the Trust, whether or not the Trust would be

   regarded as an affiliate of the General Partner, (ii) the sale of the Curlew

   Crossing property by the Partnership to USAA Real Estate Company and (iii)

   such other actions as may be necessary under or contemplated by the Merger

   Agreement or the Joint Proxy Statement/Prospectus, irrespective of any

   provision of the Agreement of Limited Partnership of the Partnership which

   might otherwise prohibit such actions.

    

 

       [ ] FOR                  [ ] AGAINST                  [ ] ABSTAIN

 

   

2. Postponement or adjournment of the Special Meeting for any reason, including

   for the solicitation of additional votes, if necessary.

    

 

       [ ] FOR                  [ ] AGAINST                  [ ] ABSTAIN

 

3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER

   MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY POSTPONEMENTS

   OR ADJOURNMENTS THEREOF.

 

   

   THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH THE

DIRECTION MADE ABOVE. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR

PROPOSALS ONE AND TWO. THE PROXIES WILL VOTE WITH RESPECT TO THE THIRD PROPOSAL

ACCORDING TO THEIR BEST JUDGMENT. PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON

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