PRELIMINARY PROXY MATERIAL

                                         

              AMERICAN ASSET ADVISERS TRUST, INC.

                Eight Greenway Plaza, Suite 824
                     Houston, Texas  77046



           NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                TO BE HELD ON APRIL ___, 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 ________, April 
___, 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 Bylaws removing
          certain policy restrictions regarding the nature and leasing
          of the Company's properties.     
     4.   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 March 
___, 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 - APRIL ___, 1998."  A return envelope is
enclosed for your convenience.

                                                  
                                                  Secretary
Dated: April ___, 1998