1 [Boston EquiServe Logo] May 28, 1998 Marc A. Simpson American Industrial Properties Reit 6210 N Beltline Suite 170 Irving, TX 75063 CERTIFICATE OF TABULATION Dear Mr. Simpson: In connection with the Annual Meeting of Shareholders of American Industrial Properties Reit held on May 27, 1998, we tabulated proxies representing 8,702,729 shares of Common Stock or 78% of the total outstanding shares voted in the following manner: PROPOSAL I (ELECTION OF TRUST MANAGERS) For Against Abstain - - --- ------- ------- 8,641,043 56,900 4,786 (See attached Schedule for breakdown of votes cast for each Nominee) PROPOSAL II (RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1998) For Against Abstain - - --- ------- ------- 8,649,770 28,499 24,460 PROPOSAL III (IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF) For Against Abstain - - --- ------- ------- 6,678,105 110,011 1,914,613 2 [LOGO] We further certify that on the record date of April 24, 1997, there were 11,151,434 shares of Common Stock of the Company issued and outstanding and entitled to be voted at the Annual Meeting, if represented. Sincerely, /s/ MONIQUE HUGHES ----------------------------------- Monique Hughes Account Administrator cc: Jocelyn J. Turner, Account Manager 3 SCHEDULE OF VOTES CAST FOR EACH DIRECTOR Total Vote for Total Vote Withheld Each Director Each Director -------------- ------------------- William H. Bricker 8,643,578 59,151 T. Patrick Duncan 8,643,999 58,730 Robert E. Giles 8,645,829 56,900 Edward B. Kelley 8,641,043 61,686 Stanley J. Kraska, Jr. 8,645,091 57,638 Russell C. Platt 8,644,990 57,739 Charles W. Wolcott 8,644,361 58,368