PRELIMINARY PROXY MATERIAL
                                                       Dated January 22, 1998


              AMERICAN ASSET ADVISERS TRUST, INC.

                Eight Greenway Plaza, Suite 824
                     Houston, Texas  77046



           NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                TO BE HELD ON FEBRUARY ___, 1998



TO THE SHAREHOLDERS OF AMERICAN ASSET ADVISERS TRUST, INC.:

     A Special Meeting of the shareholders of American Asset
Advisers Trust, Inc. (the "Company") will be held at Eight
Greenway Plaza, Suite 824, Houston, Texas on ________, February
___, 1998 at __:__ __.m., Local Time for the following purposes:

     1.   To approve the acquisition of the Adviser by the Company.
     2.   To approve an amendment to the Company's Bylaws authorizing
          the Company's acquisition of the Adviser.
     3.   To approve an amendment to the Company's Articles of
          Incorporation to change the Company's name to AmREIT, Inc.

     THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY APPROVED
THESE PROPOSALS AND RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF
EACH ITEM LISTED ON THIS NOTICE OF SPECIAL MEETING OF SHAREHOLDERS.

     Shareholders of record at the close of business on January ___, 1998,
are the only persons entitled to notice of and to vote at the meeting.

     Your attention is directed to the attached Proxy Statement.  WHETHER OR
NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE FILL IN, SIGN,
DATE AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO SAVE THE
COMPANY FURTHER SOLICITATION EXPENSE.  If you are present at the meeting, you
may then revoke your proxy and vote in person, as explained in the Proxy
Statement in the section entitled "SPECIAL MEETING OF SHAREHOLDERS - FEBRUARY
___, 1998."  A return envelope is enclosed for your convenience.

                                                  
                                                  Secretary
Dated: January ___, 1998