SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, for Use of the
|X| Definitive Proxy Statement Commission Only (as permitted
|_| Definitive Additional Materials by Rule 14a-6(e)(2))
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

AMREIT, INC.
(Name of Registrant as Specified in Its Charter)

Not Applicable
(Name of Person(s) Filing Proxy Statement if Other Than Registrant)

Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

AmREIT, INC.
8 Greenway Plaza, Suite 824
Houston, Texas 77046

Notice of Annual Meeting of Stockholders
To be Held July 15, 2002

To Our Stockholders:

You are invited to attend the annual meeting of stockholders of
AmREIT, Inc., to be held at 8 Greenway Plaza, Suite 824, Houston, Texas
77046, on Monday, July 15, 2002, at 10:00 a.m., Houston time. The purpose of
the meeting is to vote on the following proposals:

Proposal 1: To elect five directors to serve for a one year term, and
until their successors are elected and qualified.

Proposal 2: To ratify the selection of Deloitte & Touche LLP as our
independent auditors for the fiscal year ending December 31, 2002.

Proposal 3: To transact any other business that may properly be
brought before the annual meeting or any adjournments thereof.

The board of directors has fixed the close of business on May 15, 2002
as the record date for determining stockholders entitled to notice of and to
vote at the annual meeting. A form of proxy card and a copy of our annual report
to stockholders for the fiscal year ended December 31, 2001 are enclosed with
this notice of annual meeting and proxy statement.

Your proxy vote is important. Accordingly, you are asked to complete,
date, sign and return the accompanying proxy whether or not you plan to attend
the annual meeting. If you plan to attend the annual meeting to vote in person
and your shares are in the name of a broker or bank, you must secure a proxy
from the broker or bank assigning voting rights to you for your shares.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ H. Kerr Taylor
H. Kerr Taylor
Chairman of the Board, Chief Executive
Officer, and President

May 31, 2002
Houston, Texas

PROXY STATEMENT
---------------

ANNUAL MEETING OF STOCKHOLDERS
Monday, July 15, 2002

AmREIT, Inc.
8 Greenway Plaza, Suite 824
Houston, Texas

The Board of Directors of AmREIT, Inc. is soliciting proxies to be used
at the 2002 annual meeting of stockholders to be held at 8 Greenway Plaza, Suite
824, Houston, Texas, on Monday, July 15, 2002, at 10:00 a.m., Houston time. This
proxy statement, accompanying proxy and annual report to stockholders for the
fiscal year ended December 31, 2001 are first being mailed to stockholders on or
about May 31, 2002. Although the annual report is being mailed to stockholders
with this proxy statement, it does not constitute part of this proxy statement.

Who Can Vote

Only stockholders of record as of the close of business on May 15,
2002, are entitled to notice of and to vote at the annual meeting. As of April
30, 2002, we had 2,377,183 shares of common stock outstanding. Each common
stockholder of record on the record date is entitled to one vote on each matter
properly brought before the annual meeting for each share of common stock held.

How You Can Vote

Stockholders cannot vote at the annual meeting unless the stockholder
is present in person or represented by proxy. You are urged to complete, sign,
date and promptly return the proxy in the enclosed postage-paid envelope after
reviewing the information contained in this proxy statement and in the annual
report. Valid proxies will be voted at the annual meeting and at any
adjournments of the annual meeting as you direct in the proxy.

Revocation of Proxies

You may revoke your proxy at any time prior to the start of the annual
meeting in three ways:

(1) by delivering written notice to our Secretary, Charles C. Braun, at AmREIT,
Inc., 8 Greenway Plaza, Suite 824, 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.

Voting by proxy will in no way limit your right to vote at the annual
meeting if you later decide to attend in person. If your shares are held in the
name of a bank, broker or other holder of record, you must obtain a proxy,
executed in your favor, to be able to vote at the annual meeting. If no
direction is given and the proxy is validly executed, the shares represented by
the proxy will be voted as recommended by our board of directors. The persons
authorized under the proxies will vote upon any other business that may properly
come before the annual meeting according to their best judgment to the same
extent as the person delivering the proxy would be entitled to vote. At the time
of mailing this proxy statement, we do not anticipate that any other matters
would be raised at the annual meeting.

Required Vote

The presence, in person or represented by proxy, of the holders of a
majority of our common stock (1,212,363 shares) entitled to vote at the annual
meeting is necessary to constitute a quorum at the annual meeting. However, if a
quorum is not present at the annual meeting, a majority of the stockholders,
present in person or represented by proxy, have the power to adjourn the annual
meeting until a quorum is present or represented.

The affirmative vote of the holders of a majority of the shares of our
common stock present in person or represented by proxy is required to elect
directors.

The affirmative vote of the holders of a majority of the shares of our
common stock present in person or represented by proxy is required to approve
all other matters to be voted upon at our annual meeting.

Cost of Proxy Solicitation

The cost of soliciting proxies will be borne by us. Proxies may be
solicited on our behalf by our directors, officers or employees in person, by
telephone, facsimile or by other electronic means.

In accordance with SEC regulations, we will also reimburse brokerage
firms and other custodians, nominees and fiduciaries for their expenses incurred
in sending proxies and proxy materials and soliciting proxies from the
beneficial owners of shares of our common stock.

GOVERNANCE OF THE COMPANY

Pursuant to our articles of incorporation and our bylaws, our business,
property and affairs are managed under the direction of our board of directors.
Members of our board are kept informed of our business through discussions with
the chairman of the board and officers, by reviewing materials provided to them
and by participating in meetings of our board and its committees. During fiscal
year 2001, our board of directors held four meetings. No director attended less
than 75% of the total number of board of directors and committee meetings.

Committees of the Board of Directors

Name Executive Audit Compensation Board Officer
Committee Committee
H. Kerr Taylor * x x x
Robert S. Cartwright, Jr. x x
G. Steven Dawson x x x
Bryan L. Goolsby x x
Philip Taggart x x
- -------
* Chairman

During fiscal year 2001, our board of directors had two ongoing
committees: an audit committee and a compensation committee.

The audit committee consisted of two independent directors, Robert S.
Cartwright, Jr. and Steven Dawson. During 2002, Philip Taggart was nominated as
a third independent director to serve on the audit committee. The functions of
the audit committee include recommending to our board the appointment of
independent auditors, approving the services provided by the independent
auditors, reviewing the range of audit and non-audit fees and considering the
adequacy of our internal accounting controls.

The compensation committee consists of three independent directors,
Steven Dawson, Bryan Goolsby and Philip Taggart. The functions of the
compensation committee include establishing the compensation of executive
officers and key employees and administering management incentive compensation
plans.

Compensation of Directors

During fiscal year 2001, each non-employee director received a monthly
fee of $1,000 for their services and a meeting fee of $1,000 per meeting
attended. Additionally, each non-employee director will receive a grant of 2,000
restricted shares of AmREIT, Inc. common stock.

SHARE OWNERSHIP OF MAJOR STOCKHOLDERS,
DIRECTORS AND MANAGEMENT

The following table sets forth certain information regarding the
beneficial ownership of our common stock as of May 31, 2002 by (1) each person
known by us to own beneficially more than 5% of our outstanding common stock,
(2) all current directors, (3) each current named executive officer, and (4) all
current directors and current named executive officers as a group. Unless
otherwise indicated, the shares listed in the table are owned directly by the
individual, or by both the individual and the individual's spouse. Except as
otherwise noted, the individual had sole voting and investment power as to
shares shown or, the voting power is shared with the individual's spouse.

Amount and Nature of
Name Beneficial Ownership Percent of Class
---------- -------------------- ----------------
H. Kerr Taylor 265,182 11.16%
Robert S. Cartwright 6,166 *
G. Steven Dawson 4,000 *
Bryan L. Goolsby 4,000 *
Philip Taggart 4,000 *
Chad C. Braun 892 *
All directors and executive
officers as a group 284,240 11.96%
- ---------
* Less than 1%.

Set forth below is a table setting forth the securities authorized for issuance
under our equity compensation plans.

Equity Compensation Plan Information

Number of
securities
remaining available
for future issuance
under equity
compensation plans
Number of securities to be Weighted-average (excluding
issued upon exercise of exercise price of securities
outstanding options, outstanding options, reflected
Plan category warrants and rights warrants and rights in column (a))
------------- ------------------- ------------------- --------------
(a) (b) (c)

Equity compensation plans approved by -0- -0- 140,688(1)
security holders..................

Equity compensation plans not approved
by security holders............... -0- -0- -0-

Total........................ -0- -0- 140,688(1)
- ---------
(1) 6% of the outstanding shares of common stock.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors and executive officers and persons who own more than 10%
of a registered class of our equity securities, to file reports of holdings and
transactions in our securities with the SEC. Executive officers, directors and
greater than 10% beneficial owners are required by applicable regulations to
furnish us with copies of all Section 16(a) forms they file with the SEC.

Based solely upon a review of the reports furnished to us with respect
to fiscal year 2001, we believe that all SEC filing requirements applicable to
our directors and executive officers were satisfied.

PROPOSAL ONE
ELECTION OF DIRECTORS

At the annual meeting, five directors will be elected by the stockholders,
each director to serve until his successor has been duly elected and qualified,
or until the earliest of his death, resignation or retirement.

The persons named in the enclosed proxy will vote your shares as you
specify on the enclosed proxy form. If you return your properly executed proxy
but fail to specify how you want your shares voted, the shares will be voted in
favor of the nominees listed below. Our board of directors has proposed the
following nominees for election as directors at the annual meeting.

Nominees

H. Kerr Taylor - Mr. Taylor has been our chairman of the board of
directors, chief executive officer and president since August 1993. Mr. Taylor
was president, director and sole shareholder of American Asset Advisers Realty
Corp. from 1989 to June 1998. Mr. Taylor has a bachelor's degree from Trinity
University, a Masters of Business Degree from Southern Methodist University and
a Doctor of Jurisprudence from South Texas College of Law. Mr. Taylor has over
twenty-five years experience and has participated in over 300 real estate
transactions. Mr. Taylor has served on a board and governing bodies of a bank,
numerous private and public corporations and charitable institutions. Mr. Taylor
is a member of the National Board of Realtors, the Texas Association of Realtors
and the Texas Bar Association. Mr. Taylor is married to his wife Jill and they
have three children.

Robert S. Cartwright, Jr. - Mr. Cartwright has been a director since 1993.
Mr. Cartwright earned a bachelor's degree magna cum laude in Applied Mathematics
from Harvard College in 1971 and a doctoral degree in Computer Science from
Stanford University in 1977. Mr. Cartwright is a Professor of Computer Science
at Rice University and has been a member of the Rice faculty since 1980 and
twice served as department Chair. Mr. Cartwright has compiled an extensive
record of professional service. He is a Fellow of the Association for Computing
Machinery (ACM) and chair of the ACM Pre-College Education Committee. He is also
a member of the board of directors of the Computing Research Association, an
umbrella organization representing academic and industrial computing
researchers. Mr. Cartwright has served as a charter member of the editorial
boards of two professional journals and has chaired several major ACM
conferences. From 1991-1996, he was a member of the ACM Turing Award Committee,
which selects the annual recipient of the most prestigious international prize
for computer science research. Mr. Cartwright is married to his wife Mary and
they have two sons.

G. Steven Dawson - Mr. Dawson has been a director since 2000. Since 1990,
Mr. Dawson has served as senior vice president and chief financial officer of
Camden Property Trust (NYSE:CPT), a public real estate company, which
specializes in the acquisition, development, and management of over 159
apartment communities throughout the United States, with major concentrations in
Dallas, Houston, Las Vegas, Denver, Southern California, and the Tampa/Orlando
areas. Prior to 1990, Mr. Dawson served in various related capacities with
companies involved in commercial real estate including land and office building
development as well as the construction and management of industrial facilities
located on airports throughout the country. Mr. Dawson currently serves on the
boards of US Restaurant Properties, Inc. (NYSE:USV) and His Grace Foundation.
Mr. Dawson is married to his wife Deanna and they have four children.

Bryan L. Goolsby - Mr. Goolsby has been a director since 2000. Mr. Goolsby
has a bachelor's degree from Texas Tech University and a Doctor of Jurisprudence
from the University of Texas. Mr. Goolsby is the Managing Partner of Locke
Liddell & Sapp LLP, and has practiced in the area of corporate and securities
since 1977. Mr. Goolsby is an associate member of the Board of Governors of the
National Association of Real Estate Investment Trusts and is a member of the
National Multi-Family Housing Association and the Pension Real Estate
Association. Mr. Goolsby is currently a director, associate board member at the
Edwin L. Cox School of Business at Southern Methodist University and is a member
of the board of the Junior Achievement of Dallas. Mr. Goolsby is also a director
of Web-Real-Estate, Inc. Mr. Goolsby is married to his wife Michelle and they
have five children.

Philip Taggart - Mr. Taggart has been a director since 2000. Mr. Taggart
has specialized in investor relations activities since 1964 and is the chairman
and chief executive officer of The Philip Taggart Company. He is the co-author
of the book Taking Your Company Public, and has provided communications services
for 58 initial public offerings, more than 200 other new issues, 210 mergers and
acquisitions, 3,500 analyst meetings and annual and quarterly reports for over
25 years. Mr. Taggart serves on the boards of International Expert Systems, Inc.
and Salon Group International and served on the board of the Foundation of Texas
State Technical College for 10 years. A distinguished alumnus of the University
of Tulsa, he also has been a university instructor in investor relations at the
University of Houston. Mr. Taggart is married to his wife Shirley and they have
6 children.

The board of directors unanimously recommends that you vote FOR the
election of directors as set forth in Proposal One. Proxies solicited by the
board of directors will be so voted unless you specify otherwise in your proxy.

AUDIT COMMITTEE REPORT

The audit committee has reviewed and discussed the audited financial
statements with management and Deloitte & Touche LLP, our independent auditors.
The audit committee has also discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61, written
communication from the independent auditors required by Independence Standards
Board Standard No. 1, and has discussed their independence with the independent
auditors. Based upon these reviews and discussions, the audit committee
recommended to the board of directors that the audited financial statements be
included in our Annual Report on Form 10-KSB for the fiscal year ended December
31, 2001 for filing with the SEC.

The members of the audit committee are independent, as independence is
defined in Rule 4200(a)(15) of the National Association of Securities Dealers'
Listing Standards.

The audit committee also recommended the reappointment, subject to
stockholder ratification, of Deloitte & Touche LLP as our independent auditors
for 2002 and the board of directors concurred with such recommendation.

This section of the proxy statement is not deemed "filed" with the SEC and
is not incorporated by reference into our Annual Report on Form 10-KSB.

This audit committee report is given by the following members of the audit
committee:

Robert S. Cartwright, Jr.
G. Steven Dawson

PROPOSAL TWO
RATIFICATION OF INDEPENDENT AUDITORS

Based upon the recommendation of the audit committee, the stockholders
are urged to ratify the appointment by our board of directors of Deloitte &
Touche LLP as independent auditors for the fiscal year ending December 31, 2002.
Deloitte & Touche has served as our independent auditor since our inception in
August 1993 and is familiar with our affairs and financial procedures.
Representatives of Deloitte & Touche are not expected to be present at the
annual meeting.

Principal Accounting Firm Fees

Aggregate fees billed to the Company for the year ended
December 31, 2001 by the Company's principal accounting firm, Deloitte & Touche,
LLP were as follows:

Audit Fees $ 24,690
Financial Information, Systems,
Design and Implementation Fees $ -0-
All Other Fees $ 15,730(1)
========
Total Fees $ 40,420
-------------
(1) Represents fees charged for federal, state and local tax advice.

The Audit Committee has determined that the provision of the services
included within "Financial Information Ststems Design and Implementation Fees"
and "All Other Fees" to be compatible with maintaining the principal
accountant's independence.

Based on the foregoing review and discussions and relying thereon, we
have recommended to the Company's board of directors that the audited financial
statement for the year ended December 31, 2001 be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2001 for filing with
the Securities and Exchange Commission.

The board of directors unanimously recommends that you vote FOR this
proposal. Proxies solicited by the board of directors will be so voted unless
you specify otherwise in your proxy.

MANAGEMENT

Name Age Principal Occupation

H. Kerr Taylor * 51 Chairman of the Board,
Chief Executive Officer
and President

Charles C. Braun * 30 Treasurer, Secretary and
Executive Vice President of Finance

Tom Pagel 55 Director of Property and Project
Management

Jim O'Neill 39 Controller

Presley Bottoms 67 Vice President of Construction

* executive officers

Business Experience

For a description of the business experience of Mr. Taylor, see
"Election of Directors" above.

Charles C. Braun - Mr. Braun serves as our Executive Vice President,
Treasurer and Secretary. Mr. Braun oversees the financial accounting and
reporting and is responsible for AmREIT's capital formation, debt placement and
joint venture initiatives. Mr. Braun received a B.B.A degree in accounting and
finance from Hardin Simmons University and subsequently earned the CPA
designation and his Series 63, 7, 24, and 27 securities licenses. He has over
nine years of accounting and real estate experience, including five years with
Ernst & Young, LLP. At Ernst & Young, LLP, Mr. Braun served as a manager in the
real estate advisory services group and has provided extensive consulting and
audit services to a number of Real Estate Investment Trusts and private real
estate companies. These services included financial statement audits, portfolio
acquisition and disposition, real estate portfolio management, merger
integration and process improvement, financial analysis and due diligence. Mr.
Braun is a member of the National Association of Real Estate Investment Trusts,
Financial Planning Association, and the Texas Society of Certified Public
Accountants. Mr. Braun is married to his wife Kathy and they have two children.

Thomas M. Pagel - Mr. Pagel serves as Director of Property and Project
Management and oversees the company's real estate development activities, as
well as the asset and property management of the company's real estate
portfolio. Mr. Pagel received his B.A. degree from the University of Texas at
Austin, is a licensed Texas Real Estate Broker and a Certified Property manager
(CPM). Mr. Pagel brings to AmREIT 25 years of real estate experience with some
of the industry's top companies. His accomplishments include expanding
Trammell-Crow Houston's fee management business from three projects to over
thirty projects, and directing the leasing, management, value enhancement, and
sale of properties worth over $275,000,000 for Camden, Goldman Sachs and
American General. He is a member of the National Association of Realtors,
Institute of Property Management and the International Council of Shopping
Centers. Mr. Pagel is married to his wife Patty and they have two children.

Jim O'Neill - Mr. O'Neill serves as Corporate Controller and oversees
the daily accounting activities of AmREIT and its affiliated partnerships, debt
placement and project financial reporting. Additionally, he is directly involved
in the SEC and financial reporting and supervises the accounting department. Mr.
O'Neill is a graduate of Texas A&M University, where he received his B.B.A in
accounting and subsequently earned the CPA designation. Mr. O'Neill has 15 years
of experience in financial accounting and reporting. Prior to joining AmREIT,
Mr. O'Neill served as controller at Continental Emsco in Houston, Texas, Wedge
Energy Group in Houston, Texas and Markborough Development Company in Denver
Colorado. Mr. O'Neill is married to his wife Mary and they have two children.

Presley Bottoms - Mr. Bottoms serves as Vice President of Construction
and oversees all development and construction projects. In his 30 years of
management in the commercial construction business, Mr. Bottoms has been
involved in all aspects of the business, from concept and design development to
close out. Prior to jointing AmREIT, Mr. Bottoms completed over twenty-five
retail construction projects representing over 1 million square feet as
construction manager for SCC Development Corporation. In addition, Mr. Bottoms
has been instrumental in the research of design and construction concepts to
improve labor and cost savings, material assessments for long lead time items
and has coordinated and monitored design activities for fast track schedules.
Mr. Bottoms is married to his wife Loyal and they have three children and six
grandchildren.

Compensation of Executive Officers

Long-Term
Annual Compensation Compensation Awards
Securities
Other Annual Underlying All Other
- -
Name and Principal Position Year Salary Bonus Compensation Options Compensation
--------------------------- ---- ------ ----- ------------ ------- ------------
H. Kerr Taylor 2001 $175,000 $61,250 (1) --- ---
2000 $102,500 $ -- --- --- ---
1999 $ 30,000 $ -- --- --- ---

- ---------
(1) Mr. Taylor was granted 3,121.62 shares of our common stock as part of
his bonus for 2001. The restrictions on these shares lapse equally over
a three year period beginning February 15, 2002.

None of our other executive officers received salary or bonus in excess
of $100,000 during the fiscal year ended December 31, 2001.

Employment Agreement

We entered into a three year employment agreement with Mr. Taylor in
June 1998, which expired in June 2001. Currently, the Company does not have
employment contracts with any of its key executives or employees.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 5, 1998, our shareholders voted to approve an agreement and
plan of merger with American Asset Advisers Realty Corp., whereby Mr. Taylor,
the sole stockholder of American Asset Advisers Realty Corp., agreed to exchange
100% of the outstanding common stock of American Asset Advisers Realty Corp. for
up to 900,000 shares of our common stock. As a result of the merger, we became a
fully integrated, self-administered real estate investment trust. Effective June
5, 1998, we issued Mr. Taylor 213,260 shares of common stock and he has the
right to receive up to an additional 686,740 shares of our common stock over a
six year period, to the extent certain goals are achieved after the merger.
Since June 5, 1998, Mr. Taylor has not earned any of the additional 686,740
shares of our common stock.

STOCKHOLDER PROPOSALS

To be included in the proxy statement, any proposals of holders of
common stock of the Company intended to be presented at the annual meeting of
stockholders of the company to be held in 2002 must be received by the Company,
addressed to Mr. Charles C. Braun, secretary of the company, 8 Greenway Plaza,
Suite 824, Houston, Texas, 77046, no later than March 2, 2003 and must otherwise
comply with the requirements of Rule 14a-8 under the Securities Exchange Act of
1934.

Any holder of common stock of the company desiring to bring business
before the 2003 annual meeting of stockholders in a form other than a
stockholder proposal in accordance with the preceding paragraph must give
written notice that is received by the company, addressed to Mr. Charles C.
Braun, the secretary of the company, 8 Greenway Plaza, Suite 824, Houston,
Texas, 77046, no later than January 31, 2003.

ANNUAL REPORT

We have provided without charge a copy of the annual report to
stockholders for fiscal year 2001 to each person being solicited by this proxy
statement. Upon the written request by any person being solicited by this proxy
statement, we will provide without charge a copy of the annual report on Form
10-KSB as filed with the SEC (excluding exhibits, for which a reasonable charge
shall be imposed). All requests should be directed to: H. Kerr Taylor, chairman
of the board, chief executive officer and president at AmREIT, Inc., 8 Greenway
Plaza, Suite 824, Houston, Texas 77046.