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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-Q/A
                               AMENDMENT NO. 2

             [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
   SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED SEPTEMBER 30, 1997
                                                        -------------------

                         Commission File Number 1-9948
                                                ------

                          AMERICAN REALTY TRUST, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

              Georgia                                           54-0697989
    --------------------------------                        -------------------
    (State or Other Jurisdiction of                          (I.R.S. Employer
    Incorporation or Organization)                          Identification No.)

         10670 North Central Expressway, Suite 300, Dallas, Texas 75231
         --------------------------------------------------------------
           (Address of Principal Executive Offices)          (Zip Code)

                                 (214) 692-4700
                        -------------------------------
                        (Registrant's Telephone Number,
                              Including Area Code)


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]


                     APPLICABLE ONLY TO CORPORATE ISSUERS:


Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.


Common Stock, $.01 par value                     10,711,921
- -----------------------------         ---------------------------------
          (Class)                     (Outstanding at October 31, 1997)



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This Form 10-Q/A  Amendment No. 2 amends the Registrant's quarterly report on 
Form 10-Q for the quarter ended September 30, 1997 as follows:


Cover Page:   Corrects number of shares outstanding.


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                                 SIGNATURE PAGE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                            AMERICAN REALTY TRUST, INC.






Date:    November 25, 1997                  By:  /s/ Karl L. Blaha
     -------------------------                 --------------------------------
                                                Karl L. Blaha
                                                President






Date:    November 25, 1997                  By:  /s/ Thomas A. Holland
     -------------------------                 --------------------------------
                                                Thomas A. Holland
                                                Executive Vice President and
                                                Chief Financial Officer
                                                (Principal Financial and
                                                Accounting Officer)




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