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		Per Share				Total
Public offering price		$	8.10			$	19,440,000
Underwriting discounts and commissions		$	0.5265			$	1,263,600
Proceeds, before expenses, to us		$	7.5735			$	18,176,400

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

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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 2,400,000 of our class A common shares in this offering, at the public offering price of $8.10 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			$	144,960,255
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 actual, 5,893,328 shares issued as adjusted				$	34,933			$	58,933
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			$	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			$	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			$	41,031
Capital in excess of par value					122,013,317				139,723,962
Accumulated distributions in excess of earnings					(15,741,363	)			(15,741,363	)
Deferred Compensation					(1,359,446	)			(1,359,446	)
Cost of Treasury Shares, 9,116 class A common shares					(54,991	)			(54,991	)
		Total shareholders’ equity		$	104,996,471			$	122,731,116

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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				17,734,645				(17,734,645	)			10,830,067
TOTAL ASSETS				$	205,474,785			$	17,734,645			$	53,847,939			$	277,057,369
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
	Notes payable			$	92,751,900			$	—			$	52,208,355	(4)		$	144,960,255
	Other liabilities				6,621,818				—				1,639,584				8,261,402
		TOTAL LIABILITIES			99,373,718				—				53,847,939				153,221,657
Minority interest					1,104,596				—				—				1,104,596
Shareholders’ equity					104,996,471				17,734,645				—				122,731,116
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY				$	205,474,785			$	17,734,645			$	53,847,939			$	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	)			—				(699,774	)(4)			(2,216,859	)
Other (expense) income				(18,026	)			—				—				(18,026	)
Income (loss) before discontinued operations				1,017,178				811,884				(1,140,183	)			688,879
Income from discontinued operations				340,682				—				—				340,682
Pro forma net income			$	1,357,860			$	811,884			$	(1,140,183	)		$	1,029,561
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			$	(1,140,183	)		$	(602,370	)
Net income per common share — basic and diluted
	Loss before discontinued operations		$	(0.18	)										$	(0.16	)
	Income from discontinued operations			0.10												0.06
	Net income (loss)		$	(0.08	)										$	(0.10	)
Weighted average common shares used to compute net income per share, basic and diluted				3,471,028												5,871,028

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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	)			(2,799,097	)(5)			(9,388,850	)
Other income (expense)				918,228				—				—				—				918,228
Income (loss) before discontinued operations				710,507				3,242,861				(937,984	)			(4,560,734	)			(1,545,350	)
Loss from discontinued operations				(122,520	)			—				—				—				(122,520	)
Pro forma net income			$	587,987			$	3,242,861			$	(937,984	)		$	(4,560,734	)		$	(1,667,870	)
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	)		$	(4,560,734	)		$	(6,121,432	)
Net income per common share — basic and diluted Loss before discontinued operations			$	(1.15	)														$	(1.06	)
	Loss from discontinued operations			(0.04	)															(0.02	)
	Net income (loss)		$	(1.19	)														$	(1.08	)
Weighted average common shares used to compute net income per share, basic and diluted				3,251,285																5,651,285

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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					960,000
BB&T Capital Markets					720,000
	A division of Scott & Stringfellow
J.J.B. Hilliard, W.L. Lyons, Inc.					720,000
		Total			2,400,000

						Full
		No Exercise				Exercise
Per share		$	0.5265			$	0.5265
Total		$	1,263,600			$	1,453,140

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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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(Mark One)
þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended March 31, 2005
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from           to

Texas		76-0410050
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
8 Greenway Plaza, Suite 1000 Houston, TX (Address of principal executive offices)		77046 (Zip Code)

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SUMMARY
RISK FACTORS
USE OF PROCEEDS
CAPITALIZATION
BUSINESS AND PROPERTIES
PRICE RANGE OF CLASS A COMMON SHARES
MANAGEMENT
AMREIT’S DECLARATION OF TRUST AND BYLAWS
CERTAIN ANTI-TAKEOVER PROVISIONS OF THE DECLARATION OF TRUST, BYLAWS AND TEXAS LAW
DESCRIPTION OF AMREIT’S CAPITAL SHARES
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
CERTAIN ERISA CONSIDERATIONS
UNDERWRITING
EXPERTS
LEGAL OPINIONS
ADDITIONAL INFORMATION
DOCUMENTS DELIVERED WITH THIS PROSPECTUS
PART I -- FINANCIAL INFORMATION
AmREIT AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2005
PART II -- OTHER INFORMATION
SIGNATURES
PART I
	Item 1. Description of Business
	Item 2. Description of Property
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
PART II
	Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities
	Item 6. Selected Financial Data
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 7A. Quantitative and Qualitative Disclosures about Market Risk
	Item 8. Financial Statements and Supplementary Data
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
	Item 9A. Controls and Procedures
	Item 9B. Other Information
PART III
	Item 10. Directors and Trust Managers of the Registrant
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
	Item 13. Certain Relationships and Related Transactions
	Item 14. Principal Accountant Fees and Services
PART IV
	Item 15. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.
SIGNATURES
Report of Independent Registered Public Accounting Firm
PART I -- FINANCIAL INFORMATION
	Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SCHEDULE III -- Consolidated Real Estate Owned and Accumulated Depreciation
ANNUAL MEETING OF SHAREHOLDERS
GOVERNANCE OF THE COMPANY
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
MANAGEMENT
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PROPOSAL ONE: ELECTION OF TRUST MANAGERS
AUDIT COMMITTEE REPORT
INDEPENDENT AUDITOR FEES
SHAREHOLDER PROPOSALS
ANNUAL REPORT

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Item 1.	Financial Statements

				March 31,				December 31,
				2005				2004
				(Unaudited)
ASSETS
Real estate investments at cost:
	Land			$	67,168			$	68,138
	Buildings				85,961				88,211
	Tenant improvements				4,248				4,243
					157,377				160,592
	Less accumulated depreciation and amortization				(3,990	)			(3,561	)
					153,387				157,031
	Real estate held for sale, net				9,925				6,326
	Net investment in direct financing leases held for investment				19,218				19,219
	Investment in retail partnerships and other affiliates				1,877				1,979
		Net real estate investments			184,407				184,555
Cash and cash equivalents					3,891				2,960
Tenant receivables					1,900				1,338
Accounts receivable					485				37
Accounts receivable — related party					1,535				910
Deferred costs					1,027				1,040
Intangible lease cost, net					10,238				10,628
Other assets					1,992				1,683
TOTAL ASSETS				$	205,475			$	203,151
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
	Notes payable			$	92,751			$	105,964
	Accounts payable and other liabilities				3,862				4,830
	Below market leases, net				2,393				2,504
	Security deposits				367				368
		TOTAL LIABILITIES			99,373				113,666
Minority interest					1,105				1,115
Shareholders’ equity:
	Preferred shares, $.01 par value, 10,000,000 shares authorized, none issued				—				—
	Class A Common shares, $.01 par value, 50,000,000 shares authorized, 3,493,328 and 3,462,767 shares issued, respectively				35				35
	Class B Common shares, $.01 par value, 3,000,000 shares authorized, 2,215,722 and 2,246,283 shares issued, respectively				22				22
	Class C Common shares, $.01 par value, 4,400,000 shares authorized, 4,083,276 and 4,079,174 shares issued, respectively				41				41
	Class D Common shares, $.01 par value, 17,000,000 shares authorized, 4,103,087 and 2,090,765 shares issued, respectively				41				21
	Capital in excess of par value				122,013				104,114
	Accumulated distributions in excess of earnings				(15,741	)			(15,038	)
	Deferred compensation				(1,359	)			(770	)
	Cost of treasury shares, 9,116 Class A shares				(55	)			(55	)
		TOTAL SHAREHOLDERS’ EQUITY			104,997				88,370
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY				$	205,475			$	203,151

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				2005				2004
				(Unaudited)
Revenues:
	Rental income from operating leases			$	4,313			$	1,521
	Earned income from direct financing leases				507				508
	Real estate fee income				994				367
	Securities commission income				2,123				1,905
	Asset management fee income				117				75
	Interest and other income				188				11
		Total revenues			8,242				4,387
Expenses:
	General and administrative				1,652				1,201
	Property expense				729				209
	Legal and professional				579				328
	Securities commissions				1,633				1,424
	Depreciation and amortization				1,097				225
	Deferred merger costs				—				1,320
		Total expenses			5,690				4,707
Operating income (loss)					2,552				(320	)
Other income (expense):
Income from retail partnerships and other affiliates					31				15
Federal income tax expense for taxable REIT subsidiary					(34	)			(171	)
Interest expense					(1,517	)			(620	)
Minority interest in income of consolidated joint ventures					(15	)			(44	)
Income (loss) before discontinued operations					1,017				(1,140	)
Income from discontinued operations					341				167
Gain on sales of real estate acquired for resale					—				608
		Income from discontinued operations			341				775
Net income (loss)					1,358				(365	)
Distributions paid to class B, C and D shareholders					(1,632	)			(813	)
Net loss available to class A shareholders				$	(274	)		$	(1,178	)
Net (loss) income per class A common share — basic and diluted
	Loss before discontinued operations			$	(0.18	)		$	(0.66	)
	Income from discontinued operations				0.10				0.26
	Net loss			$	(0.08	)		$	(0.40	)
Weighted average class A common shares used to compute net (loss) income per share, basic and diluted					3,471				2,953

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					Quarter Ended
					March 31,
					2005				2004
					(Unaudited)
Cash flows from operating activities:
	Net income (loss)				$	1,358			$	(365	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Investment in real estate acquired for resale				(1,369	)			(667	)
		Proceeds from sales of real estate acquired for resale				—				2,464
		Gain on sales of real estate acquired for resale				—				(608	)
		Gain on sales of real estate acquired for investment				(250	)			—
		Income from retail partnerships and other affiliates				(31	)			(15	)
		Depreciation and amortization				1,003				255
		Amortization of deferred compensation				144				64
		Minority interest in income of consolidated joint ventures				15				44
		Deferred merger costs				—				1,320
		(Increase) decrease in tenant receivables				(512	)			109
		Increase in accounts receivable				(448	)			(304	)
		Increase in accounts receivable — related party				(450	)			(1,494	)
		Cash receipts from direct financing leases more (less) than income recognized				1				(3	)
		Decrease (increase) in deferred costs				2				(42	)
		(Increase) decrease in other assets				(278	)			45
		Decrease in accounts payable				(1,701	)			(581	)
		Increase in security deposits				(1	)			—
			Net cash (used in) provided by operating activities			(2,517	)			222
Cash flows from investing activities:
	Improvements to real estate					(109	)			(231	)
	Notes receivable collections					—				43
	Additions to furniture, fixtures and equipment					(61	)			(119	)
	Investment in retail partnerships and other affiliates					(129	)			(1,313	)
	Distributions from retail partnerships and other affiliates					134				10
	Proceeds from sale of investment property					941				—
	Decrease (increase) in preacquisition costs					(4	)			(34	)
		Net cash provided by (used in) investing activities				772				(1,644	)
Cash flows from financing activities:
	Proceeds from notes payable					2,888				2,965
	Payments of notes payable					(16,045	)			(14,464	)
	Issuance of common shares					19,793				15,815
	Retirement of common shares					(410	)			—
	Issuance costs					(2,245	)			(1,796	)
	Common dividends paid					(1,280	)			(925	)
	Distributions to minority interests					(25	)			(25	)
		Net cash provided by financing activities				2,676				1,570
Net increase in cash and cash equivalents						931				148
Cash and cash equivalents, beginning of period						2,960				2,031
Cash and cash equivalents, end of period					$	3,891			$	2,179

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Cash paid during the year for:
	Interest		$	1,522,913			$	620,688
	Income taxes			654,886				48,600

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											Accumulated
							Capital in				Distributions								Cost of
			Common Shares				Excess of Par				in Excess of				Deferred				Treasury
			Amount				Value				Earnings				Compensation				Shares				Total
Balance at December 31, 2004			$	119			$	104,114			$	(15,038	)		$	(770	)		$	(55	)		$	88,370
	Net income			—				—				1,358				—				—				1,358
	Issuance of common shares, Class A			—				—				—				(733	)			—				(733	)
	Amortization of deferred compensation			—				—				—				144				—				144
	Issuance of common shares, Class C			—				417				—				—				—				417
	Retirement of common shares, Class C			—				(410	)			—				—				—				(410	)
	Issuance of common shares, Class D			20				17,892				—				—				—				17,912
	Distributions			—				—				(2,061	)			—				—				(2,061	)
Balance at March 31, 2005			$	139			$	122,013			$	(15,741	)		$	(1,359	)		$	(55	)		$	104,997

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1.	DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

F-7

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2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	BASIS OF PRESENTATION

	REVENUE RECOGNITION

	REAL ESTATE INVESTMENTS

F-8

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F-9

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	TENANT RECEIVABLES

	DEFERRED COSTS

	DEFERRED COMPENSATION

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	FEDERAL INCOME TAXES

	EARNINGS PER SHARE

		For the Three
		Months Ended
		March 31,
		2005				2004
Loss to Class A common shareholders (in thousands)*		$	(274	)		$	(1,178	)
Weighted average Class A common shares outstanding (in thousands)			3,471				2,953
Basic and diluted loss per share*		$	(0.08	)		$	(0.40	)

*

The operating results for the three months ended March 31, 2004 include a charge to earnings of $1.3 million which was the market value of the class A common shares issued to H. Kerr Taylor, President & CEO, related to the sale of his advisory company to AmREIT in 1998. The charge represented deferred merger costs related to this sale that was triggered by the issuance of additional common stock as part of the merger with AmREIT’s affiliated partnerships during 2002 and the issuance of Class C common stock in 2003 and in 2004.

	USE OF ESTIMATES

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	CONSOLIDATION OF VARIABLE INTEREST ENTITIES

	NEW ACCOUNTING STANDARDS

	DISCONTINUED OPERATIONS

			2005				2004
Rental revenue and earned income from DFL			$	124			$	338
Gain on sale of real estate held for investment				250				—
Gain on sale of real estate held for resale				—				608
	Total revenues			374				946
Property expense				(16	)			(44	)
General operating and administrative				—				(67	)
Legal and professional				(4	)			—
Depreciation and amortization				(13	)			(21	)
Interest expense				—				(39	)
	Total expenses			(33	)			(171	)
	Income from discontinued operations			341				775
Basic and diluted income from discontinued operations per Class A common share			$	0.10			$	0.26

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	STOCK ISSUANCE COSTS

	CASH AND CASH EQUIVALENTS

	RECLASSIFICATIONS

3.	INVESTMENTS IN RETAIL PARTNERSHIPS AND OTHER AFFILIATES

	Retail Partnerships

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																		Sharing
																		Ratios*
Retail		Capital				LP				GP				Scheduled
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 percent of the cash distributions until they receive an 8 percent preferred return. Thereafter, the LPs share in 90 percent of the cash distributions until they receive a 10 percent preferred return.

	Other affiliate

4.	ACQUIRED LEASE INTANGIBLES

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		March 31, 2005								December 31, 2004
		In-Place				Above-Market				In-Place				Above-Market
		Leases				Leases				Leases				Leases
Cost		$	10,834			$	328			$	10,858			$	328
Accumulated amortization			(860	)			(64	)			(538	)			(20	)
		$	9,974			$	264			$	10,320			$	308

5.	NOTES PAYABLE

				March 31,				December 31,
				2005				2004
Notes Payable:
	Fixed rate mortgage loans			$	66,864			$	67,190
	Fixed rate unsecured loans				760				760
		Total notes payable			67,624				67,950
Variable-rate unsecured line of credit					25,127				38,014
		Total		$	92,751			$	105,964

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			Scheduled
			Principal				Term-Loan				Total
Scheduled Payments by Year			Payments				Maturities				Payments
2005 (includes Line of Credit)			$	25,960			$	—			$	25,960
2006				1,184				—				1,184
2007				1,271				—				1,271
2008				1,365				13,410				14,775
2009				1,453				885				2,338
Beyond five years				30,059				15,887				45,946
Unamortized debt premiums				—				1,277				1,277
	Total		$	61,292			$	31,459			$	92,751

6.	CONCENTRATIONS

Tenant		2005				2004
Kroger		$	626			$	—
IHOP Corporation			562				658
CVS/pharmacy			236				229
Golden Corral			158				156
Linens ’N Things			155				—
Footstar			—				138
Landry’s			129				113
		$	1,866			$	1,294

7.	SHAREHOLDERS’ EQUITY AND MINORITY INTEREST

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8.	RELATED PARTY TRANSACTIONS

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9.	REAL ESTATE ACQUISITIONS AND DISPOSITIONS

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10.	COMMITMENTS

11.	FAIR VALUE OF FINANCIAL INSTRUMENTS

12.	SEGMENT REPORTING

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								Real Estate								Retail
For the Three Months Ended March 31, 2005				Portfolio				Operations				Securities				Partnerships				Total
Rental income				$	4,795			$	25			$	—			$	—			$	4,820
Securities commission income					—				—				2,123				—				2,123
Real estate fee income					—				994				—				—				994
Other income					140				48				—				117				305
		Total Revenue			4,935				1,067				2,123				117				8,242
Securities commission expense					—				—				1,633				—				1,633
Depreciation and amortization					1,097				—				—				—				1,097
Property expense					729				—				—				—				729
Professional fees					314				95				16				—				425
Real estate commission expense					—				154				—				—				154
General and administrative expense					329				661				623				39				1,652
		Total Expenses			2,469				910				2,272				39				5,690
Interest expense					(1,517	)			—				—				—				(1,517	)
Other income (expense)					(49	)			33				(4	)			2				(18	)
	Income from discontinued operations				318				23				—				—				341
		Net Income (loss)		$	1,218			$	213			$	(153	)		$	80			$	1,358

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							Real Estate								Retail
For the Three Months Ended March 31, 2004			Portfolio				Operations				Securities				Partnerships				Total
Rental income			$	2,029			$	—			$	—			$	—			$	2,029
Securities commission income				—				—				1,905				—				1,905
Real estate fee income				—				367				—				—				367
Other income				11				—				—				75				86
	Total Revenue			2,040				367				1,905				75				4,387
Deferred merger expense				1,320				—				—				—				1,320
Securities commission expense				—				—				1,424				—				1,424
Professional fees				141				16				11				—				168
Depreciation and amortization				225				—				—				—				225
Property expense				209				—				—				—				209
Real estate commission expense				—				160				—				—				160
General and administrative expense				265				338				582				16				1,201
	Total Expenses			2,160				514				2,017				16				4,707
Interest expense				(620	)			—				—				—				(620	)
Other income/(expense)				(45	)			(166	)			(4	)			15				(200	)
Income from discontinued operations				110				665				—				—				775
	Net Income (loss)		$	(675	)		$	352			$	(116	)		$	74			$	(365	)

13.	SUBSEQUENT EVENTS

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Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

F-22

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F-23

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		2005				2004
Operating activities		$	(2,517	)		$	222
Investing activities			772				(1,644	)
Financing activities			2,676				1,570

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			2005				2006				2007				2008				2009				Thereafter				Total
Unsecured debt:
	Revolving credit facility*		$	25,127			$	—			$	—			$	—			$	—			$	—			$	25,127
	5.46% dissenter notes			—				—				—				—				—				760				760
Secured debt**				833				1,184				1,271				14,775				2,338				45,186				65,587
Interest*				3,891				4,237				4,151				4,057				3,080				24,502				43,918
Non-cancelable operating																												—
	lease payments			203				267				267				267				174				—				1,178
Total contractual obligations			$	30,054			$	5,688			$	5,689			$	19,099			$	5,592			$	70,448			$	136,570

*

Interest expense includes our interest obligations on our revolving credit facility as well as on our fixed rate loans. Our revolving credit facility is a variable-rate debt instrument, and its outstanding balance fluctuates throughout the year based on our liquidity needs. This table assumes that the balance outstanding ($25 million) and the interest rate as of March 31, 2005 (5.2 percent) remain constant throughout all periods presented.

**	Secured debt as shown above is $1.3 million less than total secured debt as reported due to the premium recorded on above-market debt assumed in conjunction with certain of our 2004 property acquisitions.

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			Class A				Class B				Class C				Class D
2005
	First Quarter		$	429			$	410			$	698			$	524
2004
	Fourth Quarter		$	418			$	416			$	727			$	224
	Third Quarter		$	410			$	425			$	710			$	33
	Second Quarter		$	383			$	429			$	677				N/A
	First Quarter		$	345			$	434			$	379				N/A
2003
	Fourth Quarter		$	320			$	437			$	156				N/A
	Third Quarter		$	308			$	443			$	15				N/A
	Second Quarter		$	310			$	439				N/A				N/A
	First Quarter		$	307			$	453				N/A				N/A

	Comparison of the three months ended March 31, 2005 to the three months ended March 31, 2004

	Revenues

	Expenses

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	Other

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		2005				2004
Income (loss) — before discontinued operations		$	1,017			$	(1,140	)
Income — from discontinued operations			341				775
Plus depreciation of real estate assets — from operations			955				223
Plus depreciation of real estate assets — from discontinued operations			13				21
Less gain on sale of real estate assets acquired for investment			(250	)			—
Less class B, C & D distributions			(1,632	)			(813	)
Total Funds From Operations available to class A shareholders*		$	444			$	(934	)
Cash dividends paid to class A shareholders		$	429			$	345
Dividends in excess of (less than) FFO*		$	15			$	(1,279	)

*

Based on adherence to the NAREIT definition of FFO, we have not added back the $1.3 million charge to earnings during 2004 resulting from shares issued to Mr. Taylor as the deferred merger consideration. Adding this charge back to earnings would result in adjusted funds from operations available to class A shareholders of $386 thousand and adjusted FFO in excess of dividends available to class A shareholders of $41 thousand in 2004.

Item 3.	Quantitative and Qualitative Disclosures about Market Risk

Item 4.	Controls and Procedures

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31.1		Rule 13a-4 Certification of Chief Executive Officer
31.2		Rule 13a-14 Certification of Chief Financial Officer
32.1		Section 1350 Certification of Chief Executive Officer
32.2		Section 1350 Certification of Chief Financial Officer

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	AmREIT
	/s/ H. Kerr Taylor
	H. Kerr Taylor,
	President and Chief Executive Officer

/s/ H. Kerr Taylor   H. KERR TAYLOR				President, Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)		May 13, 2005
/s/ Robert S. Cartwright, Jr.   ROBERT S. CARTWRIGHT, JR.				Trust Manager		May 13, 2005
/s/ G. Steven Dawson   G. STEVEN DAWSON				Trust Manager		May 13, 2005
/s/ Philip W. Taggart   PHILIP W. TAGGART				Trust Manager		May 13, 2005
/s/ Chad C. Braun   CHAD C. BRAUN				Chief Financial Officer, Executive Vice President and Secretary (Principal Accounting Officer)		May 13, 2005

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(Mark One)
þ		ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, 2004
or
o		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Texas		76-0410050
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
8 Greenway Plaza, Suite 1000 Houston, Texas (Address of principal executive offices)		77046 (Zip Code)

Title of Class		Name of Exchange on Which Registered
Securities registered pursuant to Class A Common Shares		American Stock Exchange

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Item 1.	Description of Business

	•	economic, demographic and regulatory conditions in the property’s local and regional market;
	•	location, environmental condition, construction quality and design and condition of the property;
	•	current and projected cash flow of the property and the potential to increase cash flow;
	•	potential for capital appreciation of the property;

2

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	•	terms of tenant leases, including the relationship between the property’s current rents and market rents and the ability to increase rents upon lease rollover;
	•	occupancy and demand by tenants for properties of a similar type in the market area;
	•	potential to complete a strategic renovation, expansion or re-tenanting of the property;
	•	the property’s current expense structure and the potential to increase operating margins; and
	•	competition from comparable properties in the market area.

	•	Real Estate Operating Business
	•	Securities Business, and
	•	Retail Partnership Business

3

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	Portfolio

4

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	Real Estate Operating and Development Company

	Securities Company

5

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	Retail Partnerships

6

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7

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Item 2.	Description of Property

8

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Grocery-Anchored Shopping Centers			City				State				GLA				% Leased
MacArthur Park				Dallas				TX				198,443				100	%
Plaza in the Park				Houston				TX				138,663				95	%
Cinco Ranch				Houston				TX				97,297				100	%
	Grocery-Anchored Shopping Centers Total											434,403				98	%

Multi-Tenant Shopping Centers			City				State				GLA				% Leased
Bakery Square				Houston				TX				34,614				100	%
Uptown Plaza				Houston				TX				26,400				95	%
Woodlands Plaza				The Woodlands				TX				20,018				100	%
Sugarland Plaza				Sugarland				TX				16,750				100	%
Terrace Shops				Houston				TX				16,395				100	%
Copperfield Medical				Houston				TX				14,000				100	%
Courtyard at Post Oak				Houston				TX				13,597				100	%
San Felipe and Winrock**				Houston				TX				8,400				**
	Multi-Tenant Shopping Centers Total											150,174				99	%

Single-Tenant (Ground Leases)			City				State				GLA				% Leased
CVS Corporation				Houston				TX				13,824				100	%
Darden Restaurants				Peachtree City				GA				6,867				100	%
Carlson Restaurants				Hanover				MD				6,802				100	%
410-Blanco**				San Antonio				TX				5,000				**
Bank of America				Houston				TX				4,420				100	%
Comerica Bank**				Houston				TX				4,277				**
Washington Mutual				Houston				TX				3,685				100	%
Washington Mutual				The Woodlands				TX				3,685				100	%
Yum Brands*				Houston				TX				2,818				100	%
	Single-Tenant (Ground Leases) Total											51,378				100	%

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Single-Tenant (Fee Simple)			City				State				GLA				% Leased
Vacant*				Baton Rouge				LA				20,575				0	%
Baptist Memorial Medical Plaza				Memphis				TN				15,000				100	%
Comp USA				Roseville				MN				15,000				100	%
Energy Wellness				Sugarland				TX				15,000				100	%
Transworld Entertainment				Independence				MO				14,047				100	%
Golden Corral				Houston				TX				12,000				100	%
Golden Corral				Humble				TX				12,000				100	%
Carlson Restaurants				Houston				TX				8,500				100	%
Pier One Imports Inc.				Longmont				CO				8,014				100	%
Hollywood Entertainment Corp.				Lafayette				LA				7,488				100	%
Hollywood Entertainment Corp.				Ridgeland				MS				7,488				100	%
Radio Shack Corporation				Dallas				TX				5,200				100	%
IHOP Corporation #1483				Sugarland				TX				4,020				100	%
IHOP Corporation #1737				Centerville				UT				4,020				100	%
IHOP Corporation #4462				Memphis				TN				4,020				100	%
IHOP Corporation #5318				Topeka				KS				4,020				100	%
Payless Shoesources Inc.				Austin				TX				4,000				100	%
AFC, Inc.				Atlanta				GA				2,583				100	%
Jack in the Box Inc.				Dallas				TX				2,238				100	%
Advance Auto* ** ****				Various				Various				49,000				**
	Single-Tenant (Fee Simple) Total											214,213				88	%

Single-Tenant (Leasehold)			City				State				GLA				% Leased
IHOP Corporation***				Various				Various				60,300				100	%
	Company Total GLA/% Leased											910,468				97	%

	*	Held for Sale

	**	Under Development (GLA represents proposed leasable square footage)

***	IHOP leasehold properties are located in NM, LA, OR, VA, TX, CA, TN CO, VA, NY, OR, KS and MO. Each of the properties has a GLA of 4,020 square feet.

****	Advance Auto properties are located in MO and IL. Each of the properties has a proposed GLA of 7,000 square feet.

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

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	Grocery-anchored Shopping Centers

	Multi-tenant Shopping Centers

13

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	Single-tenant Properties

Item 3.	Legal Proceedings

Item 4.	Submission of Matters to a Vote of Security Holders

Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities

Calendar Period			High				Low				Dividends
2004
	Fourth Quarter		$	8.32			$	7.45			$	.122
	Third Quarter		$	8.20			$	6.60			$	.120
	Second Quarter		$	7.35			$	6.30			$	.118
	First Quarter		$	7.20			$	6.25			$	.116
2003
	Fourth Quarter		$	6.68			$	6.30			$	.114
	Third Quarter		$	6.56			$	6.15			$	.112
	Second Quarter		$	6.80			$	6.10			$	.111
	First Quarter		$	6.80			$	6.05			$	.109

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Item 6.	Selected Financial Data

			December 31,				December 31,				December 31,				December 31,				December 31,
			2004				2003				2002				2001				2000
Balance sheet data (at end of period)
	Real estate investments before accumulated depreciation		$	160,592,291			$	70,539,056			$	47,979,848			$	30,726,025			$	30,020,340
	Total assets			203,150,530				101,326,607				73,975,753				38,828,393				36,522,276
	Notes payable			105,964,278				48,484,625				33,586,085				16,971,549				15,472,183
Other data
	Funds from operations, available to class A(1)			(2,032,000	)			603,000				(845,000	)			979,000				223,000
	Adjusted funds from operations, available to class A(2)			2,070,000				1,520,000				1,060,000				979,000				223,000
Operating Data
Revenues				21,758,780				10,289,742				6,099,654				4,350,966				2,345,390
Operating expenses(3)				18,591,002				8,686,171				6,524,874				3,274,324				2,137,379
Other expenses (income)				2,457,271				1,773,257				1,578,472				1,735,565				1,866,743
Income from discontinued operations(4)				(1,949,020	)			1,381,190				1,344,919				1,449,431				1,446,240
Gain (loss) on sale of real estate acquired for resale				1,826,500				787,245				—				—				—
Net income (loss)			$	587,987			$	1,998,749			$	(658,773	)		$	790,508			$	(212,492	)
Net income (loss) available to class A shareholders			$	(3,865,575	)		$	56,093			$	(1,524,066	)		$	790,508			$	(212,492	)
Net (loss) income per class A common share — basic and diluted
	(Loss) income before discontinued operations		$	(1.15	)		$	(0.76	)		$	(1.16	)		$	(0.28	)		$	(0.70	)
	(Loss) income from discontinued operations			(0.04	)			0.78				0.54				0.62				0.61
Net income (loss)			$	(1.19	)		$	0.02			$	(0.62	)		$	0.34			$	(0.09	)
Distributions per share — class A				0.48			$	0.45			$	0.35			$	0.26			$	0.10

(1)	AmREIT has adopted the National Association of Real Estate Investment Trusts (NAREIT) definition of FFO. FFO is calculated as net income (computed in accordance with generally accepted accounting principles) excluding gains or losses from sales of depreciable operating property, depreciation and amortization of real estate assets, and excluding results defined as “extraordinary items” under generally accepted accounting principles. The Company considers FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or losses on dispositions and excluding depreciation, FFO is a helpful tool that can assist in the comparison of the operating performance of a company’s real estate between periods, or as compared to different companies. FFO should not be considered an alternative to cash flows from operating, investing and financing activities in accordance with general accepted accounting principles and is not necessarily indicative of cash available to meet cash needs. AmREIT’s computation of FFO may differ from the methodology for calculating FFO utilized by other equity REITs and, therefore, may not be comparable to such other REITS. FFO is not defined by generally accepted accounting principles and should not be considered an alternative to net income as an indication of AmREIT’s performance, or of cash flows as a measure of liquidity. Please see reconciliation of Income (loss) before discontinued operations to FFO in Item 7 below under Funds From Operations.
(2)	Based on the adherence to the NAREIT definition of FFO, we have not added back the $1.7 million, $915 thousand or $1.90 million charge to earnings during 2004, 2003 and 2002, respectively, resulting from shares issued to Mr. Taylor as deferred merger cost stemming from the sale of his advisory company to AmREIT in June 1998. Additionally, we have not added back the $2.4 million charge to earnings for the year ended December 31, 2004, resulting from two asset impairments and corresponding write-downs of value. Adding these charges back to earnings would result in Adjusted FFO of $2.07 million, $1.52 million and $1.06 million, for the years ended December 31, 2004, 2003 and 2002, respectively.

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(3)	Operating expenses for the years ended December 31, 2004, 2003 and 2002 include a charge of $1.7 million, $915 thousand and $1.9 million, respectively, resulting from shares issued to Mr. Taylor as deferred merger cost stemming from the sale of his advisory company to AmREIT in June 1998.
(4)	Income from discontinued operations in 2004 includes an impairment charge of $2.4 million, resulting from two asset impairments and corresponding write-downs of value.

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Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

18

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		2004				2003				2002
Operating activities		$	7,250			$	925			$	3,459
Investing activities			(53,665	)			(21,719	)			(14,851	)
Financing activities			47,344				20,319				13,672

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			2005				2006				2007				2008				2009				Thereafter				Total
Unsecured debt:
	Revolving credit facility*		$	38,014			$	—			$	—			$	—			$	—			$	—			$	38,014
	5.46% dissenter notes			—				—				—				—				—				760				760
Secured debt**				1,103				1,184				1,271				14,775				2,338				45,186				65,857
Interest*				5,577				4,240				4,164				4,077				3,108				24,502				45,668
Non-cancelable operating lease payments				228				224				224				224				146				—				1,046
Total contractual obligations			$	44,922			$	5,648			$	5,659			$	19,076			$	5,592			$	70,448			$	151,345

	*	Interest expense includes our interest obligations on our revolving credit facility as well as on our fixed rate loans. Our revolving credit facility is a variable-rate debt instrument, and its outstanding balance fluctuates throughout the year based on our liquidity needs. This table assumes that the balance outstanding ($38 million) and the interest rate as of December 31, 2004 (4.4%) remain constant throughout all periods presented.

**	Secured debt as shown above is $1.3 million less than total secured debt as reported due to the premium recorded on above-market debt assumed in conjunction with certain of our 2004 property acquisitions.

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			Class A				Class B				Class C				Class D
2004
	Fourth Quarter		$	418			$	416			$	727			$	224
	Third Quarter		$	410			$	425			$	710			$	33
	Second Quarter		$	383			$	429			$	677				N/A
	First Quarter		$	345			$	434			$	379				N/A
2003
	Fourth Quarter		$	320			$	437			$	156				N/A
	Third Quarter		$	308			$	443			$	15				N/A
	Second Quarter		$	310			$	439				N/A				N/A
	First Quarter		$	307			$	453				N/A				N/A

	Comparison of the year ended December 31, 2004 to the year ended December 31, 2003

	Revenues

	Expenses

23

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	Other

	Comparison of the year ended December 31, 2003 to the year ended December 31, 2002

	Revenues

24

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	Expenses

25

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			2004				2003				2002
Income (loss) — before discontinued operations			$	711			$	(169	)		$	(2,003	)
(Loss) income — from discontinued operations				(123	)			2,168				1,345
Plus depreciation of real estate assets — from operations				1,897				713				451
Plus depreciation of real estate assets — from discontinued operations				74				146				179
Less (gain) loss on sale of real estate assets acquired for investment				(137	)			(312	)			48
	Less class B, C & D distributions			(4,454	)			(1,943	)			(865	)
Total Funds From Operations available to class A shareholders*			$	(2,032	)		$	603			$	(845	)
Cash dividends paid to class A shareholders			$	1,556			$	1,245			$	866
Dividends in excess of FFO*			$	(3,588	)		$	(642	)		$	(1,711	)

*

Based on adherence to the NAREIT definition of FFO, we have not added back the $1.7 million, $915 thousand or $1.9 million charge to earnings during 2004, 2003 and 2002, respectively, resulting from shares issued to Mr. Taylor as the deferred merger consideration. Additionally, we have not added back the $2.4 million charge to earnings for the year ended December 31, 2004, resulting from two asset impairments and corresponding write-downs of value. Adding these charges back to earnings would result in $2.07 million, $1.52 million and $1.06 million adjusted funds from operations available to class A shareholders, respectively and in adjusted FFO in excess of dividends available to class A shareholders of $498 thousand, $272 thousand and $193 thousand, respectively.

Item 7A.	Quantitative and Qualitative Disclosures about Market Risk

26

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Item 8.	Financial Statements and Supplementary Data

	Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2004, 2003 and 2002
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2003 and 2002

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.	Controls and Procedures

Item 9B.	Other Information

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Item 10.	Directors and Trust Managers of the Registrant

Item 11.	Executive Compensation

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

(a)

(b)

(c)

Number of Securities

Remaining Available for

Number of Securities

Future Issuances Under

to be Issued

Weighted Average

Equity Compensation Plans

Upon Exercise of

Exercise Price of

(Excluding Securities

Plan Category

Outstanding Options

Outstanding Options

Reflected in Column (a))

Equity compensation plans approved by security holders

—

—

712,192

Equity compensation plans not approved by security holders

—

—

—

Item 13.	Certain Relationships and Related Transactions

Item 14.	Principal Accountant Fees and Services

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Item 15.	Exhibits, Financial Statements, Schedules and Reports on Form 8-K.

	(a)	Exhibits

	3	.1		Amended and Restated Declaration of Trust (included as Exhibit 3.1 of the Exhibits to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2002, and incorporated herein by reference).
	3	.2		By-Laws, dated December 22, 2002 (included as Exhibit 3.1 of the Exhibits to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2002, and incorporated herein by reference).
	10	.1		Revolving Credit Agreement, dated November 6, 1998, by and among AmREIT, Inc., certain lenders and Wells Fargo Bank, as the Agent, relating to a $30,000,000 loan (included as Exhibit 10.1 of the Exhibits to the Company’s Quarterly Report on Form 10-QSB for the quarter ended September 30, 1998 and incorporated herein by reference).
	10	.2		Amended and Restated Revolving Credit Agreement, effective August 1, 2000, by and among AmREIT, Inc., certain lenders and Wells Fargo Bank, as the Agent, relating to a $13,000,000 loan (included as Exhibit 10.1 of the Exhibits to the Company’s Quarterly Report on Form 10-QSB for the quarter ended September 30, 1998 and incorporated herein by reference).
	10	.3		Revolving Credit Agreement, effective September 4, 2003, by and among AmREIT 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	.4		Amended and Restated Revolving Credit Agreement, effective December 8, 2003, by and among AmREIT 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			Subsidiaries of the Company.
	31	.1*		Certification pursuant to Rule 13a-14(a) of Chief Executive Officer dated March 30, 2004.
	31	.2*		Certification pursuant to Rule 13a-14(a) of Chief Financial Officer dated March 30, 2004.
	32	.1*		Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32	.2*		Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed herewith

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	AmREIT
	/s/ H. Kerr Taylor
	H. Kerr Taylor,
	President and Chief Executive Officer

/s/ H. Kerr Taylor   H. KERR TAYLOR				President, Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)		March 31, 2005
/s/ Robert S. Cartwright, Jr.   ROBERT S. CARTWRIGHT, JR.				Trust Manager		March 31, 2005
/s/ G. Steven Dawson   G. STEVEN DAWSON				Trust Manager		March 31, 2005
/s/ Philip W. Taggart   PHILIP W. TAGGART				Trust Manager		March 31, 2005
/s/ Chad C. Braun   CHAD C. BRAUN				Chief Financial Officer, Executive Vice President and Secretary (Principal Accounting Officer)		March 31, 2005

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		Page
FINANCIAL STATEMENTS:
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets as of December 31, 2004 and 2003			F-3
Consolidated Statements of Operations for the years ended December 31, 2004, 2003 and 2002			F-4
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2004, 2003 and 2002			F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002			F-6 to F-7
Notes to Consolidated Financial Statements			F-8 to F-25
FINANCIAL STATEMENT SCHEDULE:
Schedule III Consolidated Real Estate Owned and Accumulated Depreciation for the year ended December 31, 2004			F-26 to F-27

F-1

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	/s/ KPMG LLP

F-2

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Item 1.	Financial Statements

				December 31,
				2004				2003
ASSETS
Real estate investments at cost:
	Land			$	68,137,786			$	36,242,482
	Buildings				88,211,128				33,906,917
	Tenant improvements				4,243,377				389,657
					160,592,291				70,539,056
	Less accumulated depreciation and amortization				(3,561,494	)			(2,520,633	)
					157,030,797				68,018,423
	Real estate held for sale, net				6,325,643				4,384,342
	Net investment in direct financing leases held for investment				19,218,854				22,046,210
	Investment in retail partnerships and other affiliates				1,978,568				544,892
		Net real estate investments			184,553,862				94,993,867
Cash and cash equivalents					2,960,377				2,031,440
Tenant receivables					1,338,044				1,039,220
Accounts receivable					36,547				36,279
Accounts receivable — related party					909,825				201,774
Notes receivable					—				999,777
Deferred costs					1,040,461				672,278
Intangible lease cost, net					10,627,959				613,171
Other assets					1,683,455				738,801
TOTAL ASSETS				$	203,150,530			$	101,326,607
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
	Notes payable			$	105,964,278			$	48,484,625
	Accounts payable and other liabilities				4,829,231				3,102,048
	Below market leases, net				2,503,898				—
	Security deposits				368,267				97,040
		TOTAL LIABILITIES			113,665,674				51,683,713
Minority interest					1,114,709				846,895
Shareholders’ equity:
	Preferred shares, $.01 par value, 10,000,000 shares authorized, none issued				—
	Class A Common shares, $.01 par value, 50,000,000 shares authorized, 3,462,767 and 2,939,404 shares issued, respectively				34,628				29,394
	Class B Common shares, $.01 par value, 3,000,000 shares authorized, 2,246,283 and 2,362,522 shares issued, respectively				22,463				23,625
	Class C Common shares, $.01 par value, 4,400,000 shares authorized, 4,079,174 and 1,402,788 shares issued, respectively				40,792				14,028
	Class D Common shares, $.01 par value, 17,000,000 shares authorized, 2,090,765 and 0 shares issued, respectively				20,908				—
	Capital in excess of par value				104,114,487				59,350,988
	Accumulated distributions in excess of earnings				(15,037,804	)			(9,616,551	)
	Deferred compensation				(770,336	)			(143,710	)
	Cost of treasury shares, 9,116 and 133,822 Class A shares, respectively				(54,991	)			(861,775	)
		TOTAL SHAREHOLDERS’ EQUITY			88,370,147				48,795,999
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY				$	203,150,530			$	101,326,607

F-3

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				Years Ended December 31,
				2004				2003				2002
Revenues:
	Rental income from operating leases			$	9,778,242			$	4,036,789			$	2,390,007
	Earned income from direct financing leases				2,029,290				2,015,123				1,383,532
	Real estate fee income				1,851,582				1,031,201				1,222,944
	Securities commission income				7,656,145				2,958,226				846,893
	Asset management fee income				361,344				240,465				252,072
	Interest and other income				82,177				7,938				4,206
		Total revenues			21,758,780				10,289,742				6,099,654
Expenses:
	General operating and administrative				5,719,301				3,418,994				2,487,431
	Property expense				1,560,790				466,225				313,498
	Legal and professional				1,646,303				877,979				679,154
	Securities commissions				5,942,685				2,288,027				653,034
	Depreciation and amortization				2,040,053				720,258				487,387
	Deferred merger costs				1,681,870				914,688				1,904,370
		Total expenses			18,591,002				8,686,171				6,524,874
Operating income (loss)					3,167,778				1,603,571				(425,220	)
Other income (expense):
Income from retail partnerships and other affiliates					1,121,100				312,147				416,904
Federal income tax (expense) benefit for taxable REIT subsidiary					(15,799	)			254,041				(61,721	)
Interest expense					(3,375,499	)			(2,160,890	)			(1,625,645	)
Minority interest in income of consolidated joint ventures					(187,073	)			(178,555	)			(308,010	)
Income (loss) before discontinued operations					710,507				(169,686	)			(2,003,692	)
(Loss) income from discontinued operations					(1,949,020	)			1,381,190				1,344,919
Gain on sales of real estate acquired for resale					1,826,500				787,245				—
		(Loss) income from discontinued operations			(122,520	)			2,168,435				1,344,919
Net income (loss)					587,987				1,998,749				(658,773	)
Distributions paid to class B, C and D shareholders					(4,453,562	)			(1,942,656	)			(865,293	)
Net (loss) income available to class A shareholders				$	(3,865,575	)		$	56,093			$	(1,524,066	)
Net (loss) income per class A common share — basic and diluted
	Loss before discontinued operations			$	(1.15	)		$	(0.76	)		$	(1.16	)
	(Loss) income from discontinued operations			$	(0.04	)		$	0.78			$	0.54
	Net (loss) income			$	(1.19	)		$	0.02			$	(0.62	)
Weighted average class A common shares used to compute net (loss) income per share, basic and diluted					3,251,285				2,792,190				2,469,725

F-4

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											Accumulated
							Capital in				Distributions								Cost of
			Common Shares				Excess of Par				in Excess of				Deferred				Treasury
			Amount				Value				Earnings				Compensation				Shares				Total
Balance at December 31, 2001			$	23,856			$	21,655,852			$	(6,037,757	)		$	—			$	(288,170	)		$	15,353,781
	Net loss			—				—				(658,773	)			—				—				(658,773	)
	Issuance of common shares, Class A			3,023				1,901,347				—				—				—				1,904,370
	Issuance of common shares, Class A — for class B conversion			1,248				—																1,248
	Issuance of common shares, Class B, net of 124,750 shares that converted to Class A			24,642				23,468,401				—				—				—				23,493,043
	Issuance of restricted shares, Class A			250				157,017				—				(256,877	)			185,119				85,509
	Amortization of deferred compensation			—				—				—				51,524				—				51,524
	Repurchase of common shares, Class A (46,069 shares)			—				—				—				—				(294,138	)			(294,138	)
	Distributions			—				—				(1,730,316	)			—				—				(1,730,316	)
Balance at December 31, 2002			$	53,019			$	47,182,617			$	(8,426,846	)		$	(205,353	)		$	(397,189	)		$	38,206,248
	Net income			—				—				1,998,749				—				—				1,998,749
	Issuance of common shares, Class A			1,017				—				—				—				—				1,017
	Conversion of common shares, Class B			(1,017	)			—				—				—				—				(1,017	)
	Issuance of restricted shares, Class A			—				15,184				—				(152,819	)			137,635				—
	Amortization of deferred compensation			—				—				—				214,462				—				214,462
	Repurchase of common shares, Class A (92,700 shares)			—				—				—				—				(602,221	)			(602,221	)
	Issuance of common shares, Class C			14,028				12,153,187				—				—				—				12,167,215
	Distributions			—				—				(3,188,454	)			—				—				(3,188,454	)
Balance at December 31, 2003			$	67,047			$	59,350,988			$	(9,616,551	)		$	(143,710	)		$	(861,775	)		$	48,795,999
	Net income											587,987												587,987
	Issuance of common shares, Class A			5,235				2,740,476				—				26,963				65,060				2,837,734
	Conversion of common shares, Class B			(1,162	)			—				—				—				—				(1,162	)
	Issuance of restricted shares, Class A			—				7,257				—				(917,981	)			741,724				(169,000	)
	Amortization of deferred compensation			—				—				—				264,392				—				264,392
	Issuance of common shares, Class C			27,227				24,242,002				—				—				—				24,269,229
	Retirement of common shares, Class C			(464	)			(463,826	)			—				—				—				(464,290	)
	Issuance of common shares, Class D			20,908				18,237,590				—				—				—				18,258,498
	Distributions			—				—				(6,009,240	)			—				—				(6,009,240	)
Balance at December 31, 2004			$	118,791			$	104,114,487			$	(15,037,804	)		$	(770,336	)		$	(54,991	)		$	88,370,147

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					Years Ended December 31,
					2004				2003				2002
Cash flows from operating activities:
	Net income (loss)				$	587,987			$	1,998,749			$	(658,773	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Investment in real estate acquired for resale				(5,053,252	)			(7,807,597	)			—
		Proceeds from sales of real estate acquired for resale				6,672,811				6,179,145				—
		Gain on sales of real estate acquired for resale				(1,826,500	)			(787,244	)			—
		(Gain) loss on sales of real estate acquired for investment				(137,246	)			(311,873	)			47,553
		Impairment charges				2,403,144				—				—
		Income from retail partnerships and other affiliates				(1,121,100	)			(312,147	)			(416,904	)
		Depreciation and amortization				2,133,726				942,326				723,607
		Amortization of deferred compensation				264,392				214,462				51,524
		Minority interest in income of consolidated joint ventures				368,962				178,311				308,010
		Deferred merger costs				1,681,870				914,688				1,904,370
		Increase in tenant receivables				(325,272	)			(1,146,461	)			(33,638	)
		(Increase) decrease in accounts receivable				(268	)			518,672				1,221,608
		(Increase) decrease in accounts receivable — related party				(708,051	)			(132,840	)			378,494
		Cash receipts from direct financing leases (less) more than income recognized				(4,532	)			24,854				282,805
		Increase in deferred costs				(142,603	)			(233,668	)			(127,452	)
		Increase in other assets				(491,746	)			(206,282	)			(129,725	)
		Increase (decrease) in accounts payable				2,676,017				828,375				(92,209	)
		Increase in security deposits				271,227				63,110				—
			Net cash provided by operating activities			7,249,566				924,580				3,459,270
Cash flows from investing activities:
	Improvements to real estate					(1,511,278	)			(534,554	)			(623,124	)
	Acquisition of investment properties					(58,210,885	)			(23,922,118	)			(18,951,523	)
	Notes receivable collections (advances)					999,777				(999,777	)			—
	Additions to furniture, fixtures and equipment					(462,949	)			(64,859	)			(25,131	)
	Investment in retail partnerships and other affiliates					(1,533,631	)			(201,070	)			—
	Distributions from retail partnerships and other affiliates					1,221,055				517,661				848,508
	Proceeds from sale of investment property					5,851,831				3,497,267				3,692,544
	Decrease (increase) in preacquisition costs					(18,914	)			(11,417	)			207,435
		Net cash used in investing activities				(53,664,994	)			(21,718,867	)			(14,851,291	)
Cash flows from financing activities:
	Proceeds from notes payable					57,683,965				36,203,535				19,253,403
	Payments of notes payable					(46,292,651	)			(24,118,829	)			(3,399,277	)
	Purchase of treasury shares					—				(602,221	)			(294,138	)
	Issuance of common shares					46,413,570				13,912,816				—
	Retirement of common shares					(464,290	)			—				(106,500	)
	Issuance costs					(5,608,369	)			(1,845,357	)			(517,857	)
	Common dividends paid					(4,286,712	)			(3,088,698	)			(1,730,316	)
	Contributions from minority interests					—				—				809,971
	Distributions to minority interests					(101,147	)			(142,387	)			(343,514	)
		Net cash provided by financing activities				47,344,366				20,318,859				13,671,772
Net increase (decrease) in cash and cash equivalents						928,937				(475,428	)			2,279,751
Cash and cash equivalents, beginning of year						2,031,440				2,506,868				227,117
Cash and cash equivalents, end of year					$	2,960,377			$	2,031,440			$	2,506,868

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Cash paid during the year for:
	Interest		$	3,056,474			$	2,168,546			$	1,691,927
	Income taxes			164,934				46,838				133,841

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1.	DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

F-8

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2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	BASIS OF PRESENTATION

	REVENUE RECOGNITION

	REAL ESTATE INVESTMENTS

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	TENANT RECEIVABLES

F-10

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	DEFERRED COSTS

	DEFERRED COMPENSATION

	FEDERAL INCOME TAXES

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	EARNINGS PER SHARE

		For the Years Ended December 31,
		2004				2003				2002
(Loss) income to Class A common shareholders (in thousands)*		$	(3,866	)		$	56			$	(1,524	)
Weighted average class A common shares outstanding (in thousands)			3,251				2,792				2,470
Basic and diluted (loss)/income per share*		$	(1.19	)		$	0.02			$	(0.62	)

*

The operating results for 2004, 2003 and 2002 include a charge to earnings of $1.7 million, $915 thousand and $1.9 million, respectively, which was the market value of the class A common shares issued to H. Kerr Taylor, President & CEO, related to the sale of his advisory company to AmREIT in 1998. The charge represented deferred merger costs related to this sale that was triggered by the issuance of additional common stock as part of the merger with AmREIT’s affiliated partnerships during 2002 and the issuance of common C stock in 2003 and in 2004. Additionally, these operating results include impairment charges of $2.4 million, which are related to two of our single-tenant properties that were held for sale during 2004, one of which was sold during the year.

	USE OF ESTIMATES

	FAIR VALUE OF FINANCIAL INSTRUMENTS

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	CONSOLIDATION OF VARIABLE INTEREST ENTITIES

	NEW ACCOUNTING STANDARDS

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	DISCONTINUED OPERATIONS

			2004				2003				2002
Rental revenue and earned income from DFL			$	516			$	1,837			$	1,721
Interest and other income				936				129				—
Gain on sale of real estate held for resale				1,827				787				—
Gain (loss) on sale of real estate held for investment				137				312				(48	)
	Total revenues			3,416				3,065				1,673
Property expense				(212	)			(64	)			—
General operating and administrative				(70	)			—				(1	)
Legal and professional				(2	)			(3	)			—
Depreciation and amortization				(73	)			(146	)			(179	)
Income tax				(521	)			(491	)			1
Interest expense				(76	)			(193	)			(149	)
Minority interest				(182	)			—				—
Impairment charge				(2,403	)			—				—
	Total expenses			(3,539	)			(897	)			(328	)
	(Loss) income from discontinued operations			(123	)			2,168				1,345
Basic and diluted (loss) income from discontinued operations per class A common share			$	(0.04	)		$	0.78			$	0.54

	STOCK ISSUANCE COSTS

	CASH AND CASH EQUIVALENTS

	RECLASSIFICATIONS

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3.	OPERATING LEASES

2005		$	13,800
2006			12,867
2007			12,011
2008			10,732
2009			9,654
2010-thereafter			61,866
		$	120,930

4.	NET INVESTMENT IN DIRECT FINANCING LEASES

		2004				2003
Minimum lease payments receivable		$	48,871			$	55,094
Unguaranteed residual value			1,763				3,378
Less: Unearned income			(31,415	)			(36,426	)
		$	19,219			$	22,046

2005			$	2,037
2006				2,038
2007				2,137
2008				2,217
2009				2,229
2010-thereafter				38,213
	Total		$	48,871

5.	INVESTMENTS IN RETAIL PARTNERSHIPS AND OTHER AFFILIATES

	Retail Partnerships

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																		Sharing
																		Ratios*
Retail		Capital				LP				GP				Scheduled
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.

	Other affiliate

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				2004				2003
				(In thousands)
Combined Balance Sheet
Assets
	Property, net			$	35,847			$	10,682
	Cash				18,697				4,667
	Notes receivable				—				4,173
	Other assets				11,103				5,739
	TOTAL ASSETS				65,647				25,261
Liabilities and Partners’ Capital:
	Notes payable				19,017				1,228
	Other liabilities				1,536				979
	Partners capital				45,094				23,054
		TOTAL LIABILITIES AND PARTNERS’ CAPITAL		$	65,647			$	25,261
		AMREIT’S SHARE OF PARTNERS’ CAPITAL		$	1,979			$	545

			2004				2003				2002
			(In thousands)
Combined Statement of Operations
Total Revenue			$	4,788			$	3,501			$	2,625
Expense
	Interest			715				113				359
	Depreciation and amortization			304				168				189
	Other			1,135				405				189
	TOTAL EXPENSE			2,154				686				737
	NET INCOME		$	2,634			$	2,815			$	1,888
	AMREIT’S SHARE OF NET INCOME		$	1,121			$	312			$	417

6.	ACQUIRED LEASE INTANGIBLES

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						Amortization				Rental
Year Ending						Expense				Income
December 31,						(in-place lease value)				(out-of-market leases)
	2005					$	3,062			$	(268	)
	2006						1,435				(271	)
	2007						1,069				(206	)
	2008						978				(186	)
	2009						856				(182	)

7.	NOTES PAYABLE

				2004				2003
Notes Payable:
	Fixed rate mortgage loans			$	67,190			$	21,826
	Variable rate mortgage loans				—				3,107
	Fixed rate unsecured loans				760				760
		Total notes payable			67,950				25,693
Variable-rate unsecured line of credit					38,014				22,792
		Total		$	105,964			$	48,485

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			Scheduled
			Principal				Term-Loan				Total
Scheduled Payments by Year			Payments				Maturities				Payments
2005 (includes Line of Credit)			$	39,117			$	—			$	39,117
2006				1,184				—				1,184
2007				1,271				—				1,271
2008				1,365				13,410				14,775
2009				1,453				885				2,338
Beyond five years				30,059				15,887				45,946
Unamortized debt premiums				—				1,333				1,333
	Total		$	74,449			$	31,515			$	105,964

8.	CONCENTRATIONS

Tenant		2004				2003				2002
IHOP Corporation		$	2,499			$	2,731			$	1,784
CVS/pharmacy			935				—				—
Kroger			804				—				—
Landry’s			436				—				—
Golden Corral			429				430				167
TGI Friday’s			342				240				83
Hollywood Entertainment			306				312				273
Texas Children’s			274				286				137
River Oaks Imaging			272				280				264
Comp USA			268				268				123
Footstar, Inc.			260				740				735
Baptist Memorial Hospital			223				223				102
Dr. Pucillo			189				189				87
Mattress Giant, Inc.			175				179				168
Washington Mutual			159				159				158
Wherehouse Entertainment Corp.			138				386				381
Pier 1			135				135				62
Office Max, Inc.			—				256				509
		$	7,844			$	6,814			$	5,033

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9.	FEDERAL INCOME TAXES

			2004
			(estimate)				2003				2002
Ordinary income				48.8	%			52.8	%			0.0	%
Qualified				19.6	%			—				—
Return of capital				31.0	%			31.8	%			100.0	%
Capital gain				0.6	%			15.4	%			0.0	%
	Total			100.0	%			100.0	%			100.0	%

10.	STOCKHOLDERS’ EQUITY AND MINORITY INTEREST

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11.	RELATED PARTY TRANSACTIONS

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12.	REAL ESTATE ACQUISITIONS AND DISPOSITIONS

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13.	COMMITMENTS

2005			$	228
2006				224
2007				224
2008				224
2009				146
2010 & thereafter				—
	Total		$	1,046

14.	SEGMENT REPORTING

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						Real Estate
						Operating &								Retail				Corporate
2004		Portfolio				Development				Securities				Partnerships				and Other				Total
Revenue		$	11,688			$	1,971			$	7,656			$	361			$	83			$	21,759
Income from retail partnership and other affiliates			—				—				—				1,121				—				1,121
Expenses			(7,163	)			—				(5,951	)			(7	)			(7,366	)			(20,487	)
Deferred merger cost			—				—				—				—				(1,682	)			(1,682	)
Income (loss) before discontinued operations		$	4,525			$	1,971			$	1,705			$	1,475			$	(8,965	)		$	711

						Real Estate
						Operating &								Retail				Corporate
2003		Portfolio				Development				Securities				Partnerships				and Other				Total
Revenue		$	6,052			$	1,031			$	2,958			$	240			$	9			$	10,290
Income from retail partnership and other affiliates			—				—				—				312				—				312
(Expenses)/Income			(3,526	)			169				(2,241	)			39				(4,298	)			(9,857	)
Deferred merger cost			—				—				—				—				(915	)			(915	)
Income (loss) before discontinued operations		$	2,526			$	1,200			$	717			$	591			$	(5,204	)		$	(170	)

						Real Estate
						Operating &								Retail				Corporate
2002		Portfolio				Development				Securities				Partnerships				and Other				Total
Revenue		$	3,774			$	1,223			$	847			$	252			$	4			$	6,100
Income from retail partnership and other affiliates			—				—				—				417				—				417
Expenses			(2,735	)			(46	)			(657	)			(12	)			(3,167	)			(6,617	)
Deferred merger cost			—				—				—				—				(1,904	)			(1,904	)
Income (loss) before discontinued operations		$	1,039			$	1,177			$	190			$	657			$	(5,067	)		$	(2,004	)

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15.	SUMMARY OF QUARTERLY FINANCIAL DATA (UNAUDITED)

			1st				2nd				3rd				4th
			Quarter				Quarter				Quarter				Quarter
2004:
Revenues as originally reported			$	4,552			$	4,713			$	5,797			$	7,031
Reclassified to discontinued operations				(85	)			(305	)			56				—
	Adjusted Revenues			4,467				4,408				5,853				7,031
Net loss for class A common shareholders				(1,178	)			(1,009	)			(48	)			(1,630	)
Net loss per class A common share — basic and diluted				(0.40	)			(0.31	)			(0.01	)			(0.48	)
2003:
Revenues as originally reported			$	2,142			$	2,884			$	3,193			$	4,621
Reclassified to discontinued operations				(409	)			(531	)			(596	)			(1,015	)
	Adjusted Revenues			1,733				2,353				2,597				3,606
Net income (loss) for class A common shareholders				6				210				202				(362	)
Net income (loss) per class A common share — basic and diluted				0.00				0.08				0.07				(0.13	)

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															Investment in
			Building and								Real Estate				Direct Finance								Accumulated				Date				Encumbrances
Property Description			Improvements				Land				Held for Sale				Lease				Total Cost				Depreciation				Acquired				(Note A)
SHOPPING CENTERS
Copperfield Medical, Texas			$	1,531,977			$	534,086			$	—			$	—			$	2,066,063			$	331,627				9-26-95			$	—
Lake Woodlands Plaza, Texas				3,494,004				1,369,064				—				—				4,863,068				541,557				6-3-98				—
Sugar Land Plaza, Texas				3,016,816				1,280,042				—				—				4,296,858				501,960				7-1-98				2,336,364
Uptown Plaza, Texas				5,033,359				7,796,383				—				—				12,829,742				133,053				12-10-03				—
Terrace Shops, Texas				2,575,931				2,212,278				—				—				4,788,209				72,096				12-15-03				2,788,802
Courtyard Square, Texas				1,777,160				4,133,640				—				—				5,910,800				33,921				6-15-04				—
Plaza in the Park, Texas				17,380,465				13,261,792				—				—				30,642,257				291,311				7-01-04				18,080,604
Cinco Ranch, Texas				11,565,300				2,668,226				—				—				14,233,526				188,657				7-01-04				8,554,686
Bakery Square, Texas				4,806,518				4,325,612				—				—				9,132,130				71,000				7-21-04				5,192,547
McArthur Park, Texas				26,468,785				8,647,098				—				—				35,115,883				13,551				12-27-04				13,985,700
	Total Shopping Centers			77,650,315				46,228,221				—				—				123,878,536				2,178,733								50,938,703
SINGLE-TENANT
Radio Shack, Texas				788,330				337,856				—				—				1,126,186				213,033				06-15-94				—
Blockbuster Music, Missouri				1,247,461				534,483				—				—				1,781,944				202,616				11-14-94				—
Washington Mutual, Texas				—				562,846				—				—				562,846				n/a				09-23-96				—
Washington Mutual, Texas				—				851,974				—				—				851,974				n/a				12-11-96				—
Just For Feet, Louisiana				—				—				1,654,243				—				1,654,243				n/a				06-09-97				—
Hollywood Video, Louisiana				784,123				443,544				—				—				1,227,667				115,847				10-31-97				—
Hollywood Video, Mississippi				835,854				450,000				—				—				1,285,854				150,025				12-30-97				946,147
Smokey Bones, Georgia				—				713,386				—				—				713,386				n/a				12-18-98				—
IHOP, Texas				—				740,882				—				1,018,731				1,759,613				n/a				9-22-99				1,233,301
IHOP, Kansas				—				450,984				—				1,012,056				1,463,040				n/a				9-30-99				—
IHOP, Oregon				—				—				—				1,051,599				1,051,599				Note B				4-16-02				833,990
IHOP, Texas				—				—				—				904,315				904,315				Note B				4-16-02				715,275
IHOP, New York				—				—				—				1,145,256				1,145,256				Note B				4-16-02				894,094
IHOP, Kansas				—				—				—				892,563				892,563				Note B				4-16-02				705,941
IHOP, New Mexico				—				—				—				867,918				867,918				Note B				4-23-02				711,656
IHOP, Louisiana				—				—				—				1,411,295				1,411,295				Note B				4-23-02				1,176,016
IHOP, Virginia				—				—				—				751,789				751,789				Note B				4-23-02				592,566
IHOP, Oregon				—				—				—				712,494				712,494				Note B				5-17-02				585,038
IHOP, Missouri				—				—				—				1,183,192				1,183,192				Note B				5-17-02				971,179
IHOP, Virginia				—				—				—				848,413				848,413				Note B				6-21-02				672,735
IHOP, Virginia				—				—				—				857,685				857,685				Note B				7-18-02				678,597
Jack in the Box, Texas				504,230				216,099				—				—				720,329				31,784				7-23-02				—
Baptist Memorial Health, Tennessee				1,456,017				624,006				—				—				2,080,023				90,287				7-23-02				—
Payless Shoe Source, Texas				498,098				212,907				—				—				711,005				31,397				7-23-02				—
Golden Corral, Texas				1,099,817				722,949				—				—				1,822,766				69,326				7-23-02				—
Golden Corral, Texas				1,297,850				556,222				—				—				1,854,072				81,809				7-23-02				—
TGI Friday’s, Texas				1,453,769				623,043				—				—				2,076,812				91,637				7-23-02				—
Guitar Center, Minnesota				1,782,470				763,917				—				—				2,546,387				112,357				7-23-02				—
Popeye’s, Georgia				778,772				333,758				—				—				1,112,530				49,089				7-23-02				—
Energy Wellness Center, Texas				1,276,836				547,214				—				—				1,824,050				80,484				7-23-02				—
Pier One Imports, Colorado				1,000,563				422,722				—				—				1,423,285				63,070				7-23-02				—
IHOP, Utah				—				457,492				—				1,093,910				1,551,402				n/a				7-25-02				1,176,286
IHOP, Tennessee				—				469,502				—				1,127,072				1,596,574				n/a				7-26-02				1,271,250
IHOP, California				—				—				—				1,006,844				1,006,844				Note B				8-23-02				707,460
IHOP, Texas				—				—				—				1,167,221				1,167,221				Note B				8-23-02				849,138
IHOP, Tennessee				—				—				—				1,070,932				1,070,932				Note B				8-23-02				737,249
IHOP, Colorado				—				—				—				1,095,569				1,095,569				Note B				8-23-02				793,479
CVS Pharmacy, Texas				—				2,688,996				—				—				2,688,996				n/a				1-10-03				—
TGI Friday’s, Maryland				—				1,474,474				—				—				1,474,474				n/a				9-16-03				—

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											Real Estate				Investment in
			Building and								Held for Sale				Direct Finance								Accumulated				Date				Encumbrances
Property Description			Improvements				Land				(Note D)				Lease				Total Cost				Depreciation				Acquired				(Note A)
5/8wYUM Brands, Texas				—				—			$	631,034				—			$	631,034				n/a				10-14-03				—
San Felipe at Winrock, Texas				—			$	2,349,590				—				—				2,349,590				n/a				11-17-03				—
Bank of America, Texas				—				2,502,413				—				—				2,502,413				n/a				11-17-03				—
Advance Auto, Missouri				—				—				361,187				—				361,187				n/a				2-13-04				—
Research Forest, Texas				—				516,709				—				—				516,709				n/a				4-30-04				—
Advance Auto, Illinois				—				—				637,166				—				637,166				n/a				6-3-04				—
Advance Auto, Missouri				—				—				356,307				—				356,307				n/a				9-24-04				—
Advance Auto, Missouri				—				—				732,076				—				732,076				n/a				9-28-04				—
Advance Auto, Illinois				—				—				899,731				—				899,731				n/a				9-30-04				—
Advance Auto, Illinois				—				—				455,588				—				455,588				n/a				10-19-04				—
Advance Auto, Illinois				—				—				598,311				—				598,311				n/a				11-16-04				—
410 and Blanco, Texas			—   $	14,804,190			1,341,597   21,909,565					—   6,325,643			—   $	19,218,854			1,341,597   62,258,252				n/a   $	1,382,761				12-17-04			—   $	16,251,397
	Total Single-Tenant		$	92,454,505			$	68,137,786			$	6,325,643			$	19,218,854			$	186,136,788			$	3,561,494							$	67,190,100
	Total

	Note A — Encumbrances do not include $38.0 million outstanding under a $41 million 1-year revolving credit facility, payable to Wells Fargo bank secured by a pool of properties that include four multi-tenant, twenty-one single-tenant properties and one property under development.
	Note B — The portion of the lease relating to the building of this property has been recorded as a direct financing lease for financial reporting purposes. Consequently, depreciation is not applicable.
	Note C — Activity within real estate and accumulated depreciation during the three years in the period ended December 31, 2004 is as follows:

						Accumulated
		Cost				Depreciation
Balance at December 31, 2001		$	30,563,730			$	1,998,701
Acquisitions/additions			20,103,861				—
Disposals			(2,875,168	)			(238,591	)
Depreciation expense			—				262,042
Balance at December 31, 2002		$	47,792,423			$	2,022,152
Acquisitions/additions			29,435,427				—
Disposals			(4,984,583	)			(267,016	)
Depreciation expense			—				765,497
Balance at December 31, 2003		$	72,243,267			$	2,520,633
Acquisitions/additions			104,136,245				—
Disposals			(7,682,772	)			(478,806	)
Impairment charge			(1,300,000	)
Transfer to held for sale			(478,806	)
Depreciation expense			—				1,519,667
Balance at December 31, 2004		$	166,917,934			$	3,561,494

	Note D — The carrying amount of real estate held for sale is net of accumulated amortization of $479 thousand.

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	Proposal 1:	To elect four trust managers to serve for a one year term and until their successors are elected and qualified.
	Proposal 2:	To transact any other business that may properly be brought before the annual meeting or any adjournments thereof.

	BY ORDER OF THE BOARD OF TRUST MANAGERS
	H. Kerr Taylor
	Chairman of the Board, Chief Executive Officer,
	and President

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	(1) by delivering written notice to our Corporate Secretary, Chad C. Braun, at AmREIT, 8 Greenway Plaza, Suite 1000, Houston, Texas 77046;
	(2) by submitting a duly executed proxy bearing a later date; or
	(3) by attending the annual meeting and voting in person.

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	•	prohibiting the re-pricing of options under our incentive plan;
	•	increasing the overall independence of our board and the Committees;
	•	scheduling executive sessions of the non-management trust managers on a regular basis;
	•	conducting annual evaluations of our board, the Committees and individual trust managers;
	•	establishing share ownership guidelines for senior officers of the Company;
	•	requesting trust managers to visit properties every year;
	•	limiting members of its Audit Committee to service on not more than three other public company audit committees without prior board approval;
	•	adopting a Pre-Approval Policy for Audit and Non-Audit Services;
	•	limiting the CEO’s service to not more than three other public company boards;
	•	reviewing and revising the existing Audit Committee Charter; and
	•	adopting formal charters for the Committees.

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Nominating and

Executive

Audit

Corporate

Name

Committee

Committee

Compensation

Governance

H. Kerr Taylor*

x

Robert S. Cartwright, Jr.

x

x

G. Steven Dawson

x

x

x

Philip Taggart

x

x

x

*	Chairman of the Board

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		Amount and Nature of				Percent of Voting
Name		Beneficial Ownership				Common Shares
H. Kerr Taylor — Chairman, President & CEO			1,211,153				8.54	%
Robert S. Cartwright — Trust Manager			20,986				*
G. Steven Dawson — Trust Manager			17,905				*
Philip Taggart — Trust Manager			15,562				*
Chad C. Braun — Secretary, CFO and Executive VP			53,310				*
All trust managers and executive officers as a group			1,318,916				9.30	%
All other employees combined			173,394				1.22	%
All trust managers, executive officers, and employees as a group			1,492,310				10.52	%

*	Less than 1%.

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Name		Age				Principal Occupation
H. Kerr Taylor*			54			President and CEO
Chad C. Braun*			33			EVP & CFO
Todd McDonald			31			Managing VP — JVs and Sale/Leasebacks
Jason Lax			32			VP — Construction
Preston Cunningham			28			VP — Development
David M. Thailing			34			Managing VP — Investment Sponsorship
Tenel Tayar			35			VP — Acquisitions
Brett P. Treadwell			35			VP — Finance
Debbie Lucas			28			VP — Corporate Communications
John N. Anderson, Jr.			30			VP — Dispositions
Kristen Barker			35			VP — Leasing
Max Shilstone			49			VP — Property Management
Robyn Walden			29			VP — Investor Relations

*	Executive Officers

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																			Long-Term Compensation
																			Awards
							Annual Compensation
																			Securities
															Other Annual				Underlying				All Other
Name and Principal Position			Year				Salary				Cash Bonus				Compensation				Options				Compensation
H. Kerr Taylor				2004			$	195,000			$	136,000			$	58,500	(1)			—			$	400,000	(1)
	Chief Executive Officer			2003			$	195,000			$	136,500			$	58,500	(1)			—					(5)
	and President			2002			$	175,000			$	122,500			$	52,914	(1)			—					(4)
Chad C. Braun				2004			$	131,650			$	92,150			$	39,494	(2)			—			$	90,000	(2)
	Executive Vice President			2003			$	122,000			$	100,000			$	46,927	(2)			—			$	75,000	(1)(5)
	and CFO			2002			$	115,000			$	49,750			$	21,488	(2)			—			$	99,996	(3)(4)

(1)	Mr. Taylor was granted 7,178, 9,000 and 8,333 common shares as part of his bonus for 2004, 2003 and 2002, respectively. The restrictions on these shares lapse 25% at the date of grant and 25% on each of the three following anniversaries of the date of grant. Additionally, Mr. Taylor was granted 50,000 shares as a long term 2004 retention bonus. The restrictions on the shares issued as long term 2004 compensation lapse equally over a seven year period beginning on February 15, 2006.
(2)	Mr. Braun was granted 4,846, 7,219 and 3,384 common shares as part of his bonus for 2004, 2003 and 2002, respectively. The restrictions on these shares lapse 25% at the date of grant and 25% on each of the three following anniversaries of the date of grant. Additionally, Mr. Braun was granted 11,043 and 11,538 shares as a long term 2004 and 2003 retention bonus. The restrictions on the shares issued as long term 2004 compensation lapse 70% in year five, 15% in year six and 15% in year seven, from the date of the grant. The restrictions on the shares issued as long term 2003 compensation lapse on the fifth anniversary of the issuance.
(3)	Mr. Braun was granted 14,388 common shares as a bonus related to the completion of the merger of three affiliated investment funds with AmREIT, completed in 2002. The restrictions on these shares lapse equally over a four year period beginning on February 15, 2003.
(4)	Mr. Taylor and Mr. Braun were assigned 45% and 5%, respectively, in the income and cash flow of the general partner of AAA CTL Notes, Ltd., which is comprised of a portfolio of seventeen IHOP properties, the remainder of which is owned by AmREIT. Mr. Taylor’s interest is 100% vested immediately. Mr. Braun’s interest vests 100% on February 15, 2008. The value of the assigned interest can not be determined or estimated at this time.
(5)	Mr. Taylor and Mr. Braun were assigned 37% and 4%, respectively, in the income and cash flow of the general partner of AmREIT Income & Growth Fund, Ltd. (“AIG”), AmREIT Income & Growth Corporation. AIG is an affiliated retail partnership with a seven year operating lifecycle. In June 2008, AIG will enter into liquidation and commence a final sale of all of its real estate assets. In accordance with the limited partnership agreement, net sales proceeds will be allocated to the limited partners, and to the general partner as, if, and when certain annual returns have been achieved by the limited partners. Mr. Taylor and Mr. Braun’s interest vests equally over a four year period beginning on February 15, 2004. The value of the assigned interest can not be determined or estimated at this time.

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G. Steven Dawson	Robert S. Cartwright, Jr.	Philip Taggart

			2004				2003
Audit Fees			$	124,365			$	142,350
Audit Related Fees			$	17,000			$	-0-
Tax Fees			$	10,000			$	-0-
All Other Fees			$	-0-			$	-0-
	Total Fees		$	151,365			$	142,350

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