1
EXHIBIT 1.1

AMB PROPERTY, L.P.

MEDIUM-TERM NOTES

TERMS AGREEMENT

January 4, 2001

AMB Property, L.P.
Pier 1, Bay 1
San Francisco, California 94111

Attention: General Counsel

Re: Distribution Agreement dated August 15, 2000 (the "Distribution
Agreement") between AMB Property, L.P. and Morgan Stanley & Co.
Incorporated and the other Agents named therein

We agree to purchase your fixed rate Medium-Term Notes (the "Notes")
having the following terms:

Principal Amount: $25,000,000 Settlement Date: January 9, 2001

Specified Currency: United States Dollars

Maturity Date: January 30, 2006

Form: Book Entry Trade Date: January 4, 2001

Interest Payment Dates: January 30 and July 30, Agent's Commission or Discount: .500%
commencing July 30, 2001 ($125,000)

Redemption and Repayment: Not subject Net Proceeds to Issuer: 99.5%
to redemption or repayment prior to maturity ($24,875,000)

Price to Public: 100% of principal amount Authorized Denomination: $1,000 and
integral multiples thereof

Interest Rate: 6.90% Regular Record Dates: the January 15
and July 15 before each Interest
Payment Date

Other/Additional Terms:

THE NOTES WILL INITIALLY BE LIMITED TO
$25,000,000 IN AGGREGATE PRINCIPAL AMOUNT. THE
OPERATING PARTNERSHIP MAY CREATE AND ISSUE
ADDITIONAL NOTES WITH THE SAME TERMS AS THE
NOTES ISSUED HEREUNDER SO THAT THE ADDITIONAL
NOTES WILL BE COMBINED WITH THIS INITIAL
ISSUANCE OF NOTES.

With respect to this issuance only and subject to execution by the
Agents under the Distribution Agreement of the waiver attached as Schedule I
hereto, for all purposes with respect to the Notes, we

shall be deemed to be a party to and an Agent under the Distribution Agreement,
and shall, without limitation of the foregoing, be entitled to the benefit of
the representations, warranties, covenants and agreements of the Operating
Partnership and the Guarantor contained therein. The provisions of Sections 1,
2(b), 2(c), 3 through 6, and 9 through 13 of the Distribution Agreement and the
related definitions are incorporated by reference herein and shall be deemed to
have the same force and effect as if set forth in full herein.

This Terms Agreement may be terminated at any time by any party upon the
giving of written notice of such termination to the other parties herein, but
without prejudice to any rights, obligations or liabilities of any party hereto
accrued or incurred prior to such termination. The termination of the
Distribution Agreement shall not require termination of this Terms Agreement,
and the termination of this Terms Agreement shall not require termination of the
Distribution Agreement. This Agreement is also subject to termination on the
terms incorporated by reference herein. If this Agreement is terminated, the
provisions of Sections 3(h), 6, 9, 10 and 13 of the Distribution Agreement shall
survive for the purposes of this Agreement.

On the Settlement Date, the following information, opinions,
certificates, letters and documents referred to in Section 4 of the Distribution
Agreement shall be delivered to A.G. Edwards & Sons, Inc.: opinions of counsel
referred to in Sections 4(b)(i), (ii), (iii) and (iv), certificate on behalf of
the Guarantor referred to in Section 4(c) and comfort letter referred to in
Section 4(d).

A.G. EDWARDS & SONS, INC.

By: /s/ RICHARD A. RYFFEL
-------------------------------
Name: Richard A. Ryffel
Title: Vice President

ACCEPTED AND AGREED

AMB PROPERTY, L.P.

By: AMB Property Corporation,
its General Partner

By: /s/ MICHAEL A. COKE
--------------------------------
Name: Michael A. Coke
Title: Chief Financial Officer

AMB PROPERTY CORPORATION

By: /s/ MICHAEL A. COKE
--------------------------------
Name: Michael A. Coke
Title: Chief Financial Officer

Schedule I

January 4, 2001

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, N.Y. 10036

and

the other Agents listed on
Exhibit A hereto

Re: Addition of A.G. Edwards as Agent under Distribution Agreement

Dear Sirs:

We hereby notify you that we have added A.G. Edwards & Sons, Inc. ("A.G.
Edwards") as an Agent under the Distribution Agreement dated August 15, 2000
between the Agents set forth on Schedule II thereto, AMB Property, L.P. and AMB
Property Corporation (the "Distribution Agreement") with respect to the sale
(the "Sale") of $25,000,000 principal amount of medium-term notes to A.G.
Edwards as principal. A.G. Edwards has been added as an Agent only with respect
to the Sale. This notice shall constitute a supplement to the Distribution
Agreement.

By signing below, the undersigned Agents under the Distribution
Agreement hereby waive the notice specified in Section 11 of the Distribution
Agreement with respect to such addition of A.G. Edwards as an Agent as set forth
above.

AMB PROPERTY L.P.

By: AMB Property Corporation,
its General Partner

By: /s/ MICHAEL A. COKE
-------------------------------
Name: Michael A. Coke
Title: Chief Financial Officer

AMB PROPERTY CORPORATION

By: /s/ MICHAEL A. COKE
-------------------------------
Name: Michael A. Coke
Title: Chief Financial Officer

Accepted and Acknowledged:

Morgan Stanley & Co. Incorporated

By: /s/ ERIC G. DOBI
--------------------------------
Name: Eric G. Dobi
Its: Vice President

Banc of America Securities LLC

By: /s/ RICHARD D. WILLIAMS, IV
--------------------------------
Name: Richard D. Williams, IV
Its: Principal

Banc One Capital Markets, Inc.

By: /s/ KATHERINE COKIC
--------------------------------
Name: Katherine Cokic
Its: Associate Director

Chase Securities Inc.

By: /s/ Hun L. Richards
--------------------------------
Name: Hun L. Richards
Its: Vice President

Merrill Lynch, Pierce, Fenner & Smith Incorporated

By: /s/ Scott G. Primrose
--------------------------------
Name: Scott G. Primrose
Its: Authorized Signatory

J.P. Morgan Securities Inc.

By: /s/ Robert Nordlinger
--------------------------------
Name: Robert Nordlinger
Its: Vice President

Salomon Smith Barney Inc.

By: /s/ Mark R. Patterson
--------------------------------
Name: Mark R. Patterson
Its: Managing Director

Exhibit A

Banc of America Securities LLC
101 North Tryon Street
7th Floor
Charlotte, N.C. 28255

Banc One Capital Markets, Inc.
1 Bank One Plaza
Chicago, IL. 60670

Chase Securities Inc.
270 Park Avenue
New York, N.Y. 10017

Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center
North Tower
250 Vesey Street
New York, N.Y. 10281

J.P. Morgan Securities Inc.
60 Wall Street
New York, N.Y. 10260

Salomon Smith Barney Inc.
388 Greenwich Street
32nd Floor
New York, N.Y. 10013