UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q


____X___ QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2002


TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE
ACT OF 1934

For the transition period from _____________ to  ____________


Commission File Number:         0-28378


                                  AMREIT, INC.
             (Exact Name of Registrant as Specified In Its Charter)

MARYLAND                                         76-0410050
(State or Other Jurisdiction of                  (I.R.S. Employer Identification
Incorporation or Organization)                          Number)

                 8 GREENWAY PLAZA, SUITE 824, HOUSTON, TX 77046
               (Address of Principal Executive Offices) (Zip Code)

                                 (713) 850-1400
              (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the issuer (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 issuer was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.
    X      Yes                 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:

As of  November  13,  2002,  there were  2,768,471.277  shares of Class A Common
Stock, $0.01 par value outstanding and 2,544,741 shares of Class B Common Stock,
$0.01 par value outstanding.

<page>
                         PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
                          AMREIT, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2002
                                   (Unaudited)

                                        September 30, 2002     December 31, 2001
ASSETS
Property:
     Land                                    $ 19,046,526          $ 13,136,693
     Buildings                                 32,169,632            17,312,379
     Furniture, fixtures and equipment            289,456               276,953
                                            --------------        --------------
                                               51,505,614            30,726,025
     Accumulated depreciation                  (2,198,836)           (2,066,067)
                                            --------------        --------------
     Total property, net                       49,306,778            28,659,958
                                            --------------        --------------

Net investment in direct financing leases      22,356,174             7,007,277

 Cash and cash equivalents                        751,019               227,117
 Accounts receivable                               61,527               671,392
 Escrow deposits                                   82,564                81,545
 Prepaid expenses, net                            261,569               252,868

 Other assets:
   Preacquisition costs                               387               209,200
   Loan acquisition cost, net                     278,283               268,837
   Accrued rental income                          428,057               469,260
   Investment in non-consolidated subsidiary      699,129               980,939
                                            --------------        --------------
        Total other assets                      1,405,856             1,928,236

                                            --------------        --------------
 TOTAL ASSETS                                $ 74,225,487          $ 38,828,393
                                            ==============        ==============

 LIABILITIES AND SHAREHOLDERS' EQUITY
 Liabilities:
    Notes payable                           $ 33,634,770           $ 16,971,549
    Accounts payable                             861,936              1,395,607
    Security deposit                              33,930                 32,123
                                           --------------         --------------
         TOTAL LIABILITIES                    34,530,636             18,399,279
                                           --------------         --------------

 Minority interest                               629,845              5,075,333

 Shareholders' equity:
  Preferred stock, $.01 par value,
  10,001,000 shares authorized, none issued            -                      -

  Class A Common stock, $.01 par value,
  100,010,000 shares authorized,
    2,702,242 shares issued                       27,022                 23,841

  Class B Common stock, $.01 par value,
  3,000,000 shares authorized,
    2,580,234 shares issued                       25,802                      -

  Capital in excess of par value              47,313,787             21,655,867

  Accumulated distributions in
     excess of earnings                       (7,976,256)            (6,037,757)
  Deferred compensation                         (220,811)                    -
  Cost of treasury stock, 19,471 shares         (104,538)              (288,170)
                                            -------------         --------------
         TOTAL SHAREHOLDERS' EQUITY           39,065,006             15,353,781
                                            -------------         --------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $74,225,487           $ 38,828,393
                                            =============         ==============

 See Notes to Consolidated Financial Statements.

                                     Page 2
<page>

                          AMREIT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30
                                   (Unaudited)


                                                                                       
                                                                Quarter                    Year to date
                                                         2002             2001          2002           2001
                                                     ------------    ------------   ------------   ------------
 Revenues:
   Rental income from operating leases               $ 1,085,083       $ 664,778    $ 2,469,437    $ 1,960,883
   Earned income from direct financing leases            594,429         151,615      1,222,780        467,936
   Service fees and other income                         776,877         264,919      1,985,466      1,927,314
   Gain on sale of property                              (37,061)              -        (37,061)       168,916
   Interest income                                           542           3,384          2,595          6,435
                                                     ------------    ------------   ------------   ------------
       Total revenues                                  2,419,870       1,084,696      5,643,217      4,531,484
                                                     ------------    ------------   ------------   ------------
  Expenses:
   General operating and administrative                  648,849         481,187      1,894,836      1,334,256
   Legal and professional                                365,400         101,379        694,861        752,204
   Interest                                              519,665         264,232      1,183,345        829,343
   Depreciation                                          241,275         118,025        494,945        345,142
   Merger Costs - Partnership                                  -          93,511              -         93,511
   Deferred acquisition costs                          1,904,370               -      1,904,370              -
                                                     ------------    ------------   ------------    -----------
       Total expenses                                  3,679,559       1,058,334      6,172,357      3,354,456
                                                     ------------    ------------   ------------    -----------
  Income before federal income taxes and minority
   interest in net income of consolidated joint
        ventures                                      (1,259,689)         26,362       (529,140)     1,177,028

 Federal income tax expense for taxable REIT
        subsidiary                                        75,000               -         90,000              -

 Minority interest in net income of
   consolidated joint ventures                           (35,339)       (131,922)      (307,284)      (395,458)
                                                     ------------    ------------   ------------    -----------

 Net (loss) income                                   $(1,370,028)     $ (105,560)    $ (926,424)     $ 781,570
                                                     ============    ============   ============    ===========

 Basic earnings per share:
   Income (loss) before deferred acquisition costs        $ 0.22         $ (0.04)        $ 0.41         $ 0.33
   Net (loss) income                                     $ (0.57)        $ (0.04)       $ (0.39)        $ 0.33
                                                     ============    ============   ============    ===========

Weighted average number of common shares outstanding   2,412,544       2,354,349      2,376,569      2,357,685
                                                     ============    ============   ============    ===========

 Diluted earnings per share:
   Income (loss) before deferred acquisition costs        $ 0.12         $ (0.04)        $ 0.32         $ 0.33
   Net (loss) income                                     $ (0.31)        $ (0.04)       $ (0.30)        $ 0.33
                                                     ============    ============   ============    ===========

 Weighted average number of common shares outstanding
    plus dilutive potential common shares              4,384,784       2,354,349      3,041,207      2,357,685
                                                     ============    ============   ============    ===========
</table>
  See Notes to Consolidated Financial Statements.



                                     Page 3
<page>
                          AMREIT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30
                                   (Unaudited)


                                                                                              
                                                                   Quarter                        Year to Date
                                                            2002             2001             2002           2001
                                                       -------------     ------------      -----------    -----------
Cash flows from operating activities:
 Net (loss) income                                     $ (1,370,028)      $ (105,560)      $ (926,424)     $ 781,570
 Adjustments to reconcile net income to net cash
   provided by operating activities:
     Gain on sale of property                                     -                -                -       (168,916)
     Depreciation                                           241,275          118,025          494,945        345,142
     (Increase) decrease in accounts receivable             (26,890)          18,615          609,865        217,674
     Decrease (increase) in prepaid expense                  49,719           14,624           (8,701)       (67,719)
     Increase (decrease) in accounts payable                255,758            9,702         (533,671)      (127,979)
     Cash receipts from direct financing leases
       less than income recognized                          (81,282)          (8,626)        (158,047)       (23,471)
     Increase in escrow deposits, net of
       minority interest partners                                 -            5,000                -              -
     Increase in accrued rental income                      (14,683)         (23,926)         (35,900)       (66,500)
     Decrease in prepaid rent                                (7,438)               -                -              -
     Increase in security deposits                           16,857                -            1,807              -
     Decrease (increase) in other assets                    105,554           (1,212)          (1,019)        (5,312)
     Increase in deferred compensation                     (141,810)               -         (220,811)             -
     Increase in minority interest                           35,339          131,922          307,284        395,458
                                                       -------------     ------------    -------------   ------------
 Net cash (used in) provided by operating activities       (937,629)         158,564         (470,672)     1,279,947
                                                       -------------     ------------    -------------   ------------

Cash flows from investing activities:
     Improvements to real estate                            (71,107)         (19,506)        (497,169)      (431,578)
     Acquisitions of real estate                        (32,071,216)               -      (41,882,231)             -
     Additions to furniture, fixtures and equipment          (8,329)               -          (12,503)             -
     (Investment in) distribution from joint ventures       (91,001)        (221,190)         281,810       (423,190)
     Proceeds from sale of property                       1,097,562                -        1,097,562      1,025,354
     Decrease (increase) in prepaid acquisition costs       280,372          (12,522)         208,813        (29,018)
                                                       -------------     ------------    -------------   ------------
 Net cash (used in) provided by investing acttivities   (30,863,719)        (253,218)     (40,803,718)       141,568
                                                       -------------     ------------    -------------   ------------

 Cash flows from financing activities:
     Proceeds from notes payable                          8,645,983                -       18,143,192      2,452,500
     Payments of notes payable                           (1,440,734)        (114,694)      (1,479,971)    (3,516,721)
     Loan acquisition costs, net                            (46,584)         (39,903)          (9,446)       (85,134)
     (Purchase) issuance of treasury stock                   (8,442)               -          176,678        (98,595)
     Issuance of common stock                            25,693,857                -       25,693,857              -
     Distributions paid to shareholders                    (680,898)        (137,025)      (1,012,075)      (354,742)
     Contributions from minority interest partners           11,542                -          620,542              -
     Distributions to minority interest partners            (35,339)        (144,332)        (334,485)      (432,998)
                                                       -------------     ------------    -------------   ------------
 Net cash provided by (used in) financing activities     32,139,385         (435,954)      41,798,292     (2,035,690)
                                                       -------------     ------------    -------------   ------------

 Net increase (decrease) in cash and cash equivalents       338,037         (530,608)         523,902       (614,175)
 Cash and cash equivalents, beginning of period             412,982          852,300          227,117        935,867
                                                       -------------     ------------    -------------   ------------
 Cash and cash equivalents, end of period                 $ 751,019        $ 321,692        $ 751,019      $ 321,692
                                                       =============     ============    =============   ============
</table>
 See Notes to Consolidated Financial Statements.



                                     Page 4
<page>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

AmREIT,  Inc.  ("AmREIT" or the  "Company")  is a real estate  investment  trust
("REIT") based in Houston,  Texas that was incorporated in the state of Maryland
on August 17, 1993. AmREIT sponsors real estate investment opportunities through
the  broker-dealer  financial  service  community.  For more than 17-years,  the
Company has invested in real estate on lease to national and regional commercial
tenants  with a focus on the  retail,  restaurant,  banking  and  financial  and
medical sectors.

AmREIT and its affiliates  own a real estate  portfolio that consists of over 66
properties  located in 23 states.  Its properties  include  single-tenant;  free
standing credit tenant leased projects and multi-tenant  frontage projects.  The
single tenant projects are located from coast to coast and are primarily  leased
to  corporate  tenants  where the lease is the direct  obligation  of the parent
companies. In so doing, the dependability of the lease payments are based on the
strength  and  viability  of the entire  company,  not just that  location.  The
multi-tenant  projects are situated primarily  throughout Texas.  Supporting the
real estate portfolio is an operating company subsidiary of AmREIT that provides
a complete range of services  including  development,  construction  management,
property management, brokerage and leasing.

AmREIT's  investment  sponsorship  business creates new investment entities that
buy and develop  commercial  real estate with proceeds  raised from  third-party
investors.  AmREIT has extensive  experience and long-term  relationships in the
commercial  real estate market - the basis of its ability to sponsor real estate
investment  opportunities  while  creating fee income and carried  interests for
AmREIT and its shareholders.

On July 23, 2002,  the Company  completed a merger with three of its  affiliated
partnerships, AAA Net Realty Fund IX, Ltd., AAA Net Realty Fund X, Ltd., and AAA
Net Realty Fund XI, Ltd. With the merger of the affiliated partnerships,  AmREIT
increased  its real  estate  assets by  approximately  $25  million  and  issued
approximately 2.6 million shares of Class B common stock to the limited partners
in the affiliated partnerships.  Approximately $760 thousand in 8 year, interest
only,  subordinated  notes were  issued to limited  partners  of the  affiliated
partnerships  who  dissented  against the merger.  The acquired  properties  are
unencumbered,  single tenant,  free standing properties on lease to national and
regional  tenants,  where  the  lease is the  direct  obligation  of the  parent
company.  A deferred merger expense stemmed from stock issued to H. Kerr Taylor,
President and Chief Executive  Officer,  based on a deferred  consideration that
was approved by the  stockholders  in 1998. Mr. Taylor was issued 302,281 shares
of Class A common stock,  which  resulted in the one-time  charge to earnings in
the third quarter 2002.

BASIS OF CONSOLIDATION

The consolidated  financial  statements include the accounts of AmREIT, Inc. and
its  wholly  or  majority  owned  subsidiaries.  All  significant  intercompany
accounts and transactions have been eliminated in consolidation.

BASIS OF ACCOUNTING

The  financial  records of the Company are  maintained  on the accrual  basis of
accounting,  whereby  revenues  are  recognized  when  earned and  expenses  are
reflected when incurred.


                                     Page 5
<page>
CASH AND CASH EQUIVALENTS

For purposes of the  statement of cash flows,  the Company  considers all highly
liquid  debt  instruments  with a  maturity  of three  months or less to be cash
equivalents.  Cash and cash equivalents consist of demand deposits at commercial
banks and money market funds.

PROPERTY

Property  is leased to  others,  primarily  on a net lease  basis,  whereby  the
operating  expenses  related  to  the  properties,   including  property  taxes,
insurance and common area maintenance are the  responsibility of the tenant. The
leases are  accounted  for under the  operating  method or the direct  financing
method in accordance with generally accepted  accounting  principles.  Under the
operating  lease method,  the properties are recorded at cost.  Rental income is
recognized  ratably over the life of the lease and depreciation is charged based
upon the estimated useful life of the property. Under the direct financing lease
method,  properties  are recorded at their net  investment.  Unearned  income is
deferred  and  amortized to income over the life of the lease so as to produce a
constant periodic rate of return.

Expenditures  related to the development of real estate are carried at cost plus
capitalized carrying charges,  acquisition costs and development costs. Carrying
charges,  primarily interest and loan acquisition costs, and direct and indirect
development  costs related to buildings  under  construction  are capitalized as
part of construction in progress. The Company capitalizes acquisition costs once
the acquisition of the property becomes probable. Prior to that time the Company
expenses these costs as acquisition expense.

Management  reviews its properties for impairment  whenever events or changes in
circumstances indicate that the carrying amount of the assets, including accrued
rental income, may not be recoverable through operations.  Management determines
whether an impairment in value  occurred by comparing the estimated  future cash
flows (undiscounted and without interest charges),  including the residual value
of the  property,  with  the  carrying  cost  of  the  individual  property.  If
impairment  is  indicated,  a loss will be recorded  for the amount by which the
carrying value of the asset exceeds its fair value.

DEPRECIATION

Buildings  are  depreciated  using the  straight-line  method over an  estimated
useful life of 39 years. Leasehold estate properties, where the Company owns the
building and  improvements  but not the related  ground,  therefore  there is no
residual value beyond the lease, are depreciated over life of lease.

INVESTMENT IN NON CONSOLIDATED SUBSIDIARIES

AmREIT  invested  $250  thousand  as a limited  partner  and $1,000 as a general
partner in AmREIT  Opportunity Fund, Ltd. ("AOF"),  which is accounted for using
the equity method. The limited partners have the right to remove and replace the
general  partner by a vote of the  limited  partners  owning a  majority  of the
outstanding  units.  AmREIT  currently owns a 10.6% limited partner  interest in
AOF. AOF was formed to develop,  own,  manage,  and hold for investment  and, or
resell  property  and to  make  or  invest  in  loans  for  the  development  or
construction of property. Liquidation of AOF commenced in July of 2002.

AmREIT  invested  $200  thousand  as a limited  partner  and $1,000 as a general
partner in AmREIT Income & Growth Fund, Ltd. )"AIG") that is accounted for using
the equity method. The limited partners have the right to remove and replace the
general  partner by a vote of the  limited  partners  owning a  majority  of the
outstanding  units.  AmREIT currently owns an approximately 2.9% limited partner
interest in AIG. AIG was formed to develop, own, manage, and hold for investment
and, or resell  property and to make or invest in loans for the  development  or
construction of property.

                                     Page 6
<page>
AmREIT  invested $70 thousand as a limited partner in AmREIT CDP #27, LP that is
accounted for using the equity method.  AmREIT CDP #27, LP was formed to acquire
commercial real property and to develop,  operate,  lease,  manage,  and or sell
real property.  AmREIT CDP #27, LP purchased two IHOP properties in 2001 located
in Memphis, Tennessee and Tupelo,  Mississippi.  The Memphis, Tennessee property
was sold for a profit in the first quarter of 2002.

AmREIT  invested $122 thousand as a limited  partner in AmREIT CDP SPE #33, Ltd.
that is  accounted  for using the equity  method.  AmREIT CDP SPE #33,  Ltd. was
formed to acquire  commercial  real  property  and to develop,  operate,  lease,
manage,  and or sell real  property.  In  December  2001,  AmREIT CDP #33,  Ltd.
purchased  three IHOP leasehold  estate  properties  located in Houston,  Texas,
Orem, Utah, and Hagerstown, Maryland.

OTHER ASSETS

Other assets include loan acquisition  costs of $278 thousand.  Loan acquisition
costs were  incurred  in  obtaining  property  financing  and are  amortized  to
interest expense on a straight-line  basis over the term of the debt agreements.
Accumulated  amortization  related to loan acquisition costs as of September 30,
2002 totaled $72 thousand.

DEFERRED COMPENSATION

Deferred  compensation includes stock grants to employees as a form of long term
compensation.  The stock  grants  vest over a period of time not to exceed  four
years.  This allows the Company to align the interest of its employees  with the
interest  of our  shareholders.  As the stock  grants  vest,  the  Company  will
amortize  to  compensation  expense  the vested  portion.  The  expense  will be
calculated by taking the number of shares vested  multiplied by the market price
per share as determined on the vesting dates.

STOCK ISSUANCE COSTS

Issuance  costs  incurred in the  raising of capital  through the sale of common
stock are treated as a reduction of shareholders' equity.

REVENUE RECOGNITION

Properties are primarily leased on a net lease basis. Revenue is recognized on a
straight-line  basis over the terms of the individual  leases.  Service fees are
recognized when earned.

FEDERAL INCOME TAXES

The Company is qualified as a real estate  investment  trust  ("REIT") under the
Internal Revenue Code of 1986, and is, therefore,  not subject to Federal income
taxes to the extent of  distributions  paid,  provided  it meets all  conditions
specified by the Internal Revenue Code for retaining its REIT status,  including
the requirement  that at least 90% of its real estate  investment  trust taxable
income is distributed by March 15 of the following year.

AmREIT Realty  Investment  Corporation  ("ARIC"),  a wholly owned  subsidiary of
AmREIT,  Inc., is treated as a taxable REIT  subsidiary  for federal  income tax
purposes. As such, ARIC has recorded a federal income tax liability at September
30, 2002 of $90 thousand, which represents the federal income tax obligations on
the consolidated taxable REIT subsidiaries taxable net income.

                                     Page 7
<page>
USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments consist primarily of cash, cash equivalents,
accounts receivable and accounts and notes payable.  The carrying value of cash,
cash equivalents, accounts receivable and accounts payable are representative of
their   respective  fair  values  due  to  the  short-term   maturity  of  these
instruments.  The fair value of the Company's debt obligations is representative
of its carrying value based upon the variable rate terms of the credit facility.

NEW ACCOUNTING STANDARDS

In June 1999, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial   Accounting   Standards  No.  133,   "Accounting  for  Derivative
Instruments and Hedging Activities ("SFAS 133"). SFAS 133 establishes accounting
and reporting standards for derivative instruments, including certain derivative
instruments  embedded in other  contracts  and for hedging  activities.  In June
1999,  the FASB issued SFAS 137 that deferred the effective  date of adoption of
SFAS 133 for one year.  This was  followed in June 2000 by the  issuance of SFAS
138,  "Accounting  for  Certain  Derivative   Instruments  and  Certain  Hedging
Activities", which amended SFAS 133.

The Company  adopted  these  standards  effective  January 1, 2001.  The Company
currently has no contracts that would be affected by these accounting  standards
and as a result there was no effect on the Company's financial position, results
of operation or cash flows from the adoption of SFAS 133, as amended.

On June 29,  2001,  SFAS No. 141,  "Business  Combinations"  was approved by the
Financial  Accounting  Standards Board ("FASB").  SFAS No. 141 requires that the
purchase  method of accounting be used for all business  combinations  initiated
after June 30, 2001.  Goodwill and certain  intangible assets will remain on the
balance sheet and not be amortized. On an annual basis, and when there is reason
to suspect that their values have been diminished or impaired, these assets must
be  tested  for  impairment,  and  write-downs  may be  necessary.  The  Company
implemented  SFAS No. 141 on July 1, 2001. The adoption of this Statement had no
effect  on  the  Company's   consolidated   financial  position  or  results  of
operations.

On June 29, 2001,  SFAS No. 142, "Goodwill  and Other  Intangible  Assets" was
approved by the FASB.  SFAS No. 142 changes the  accounting for goodwill from an
amortization  method to an impairment-only  approach.  Amortization of goodwill,
including  goodwill  recorded  in past  business  combinations,  will cease upon
adoption of this statement.  The Company  implemented SFAS No. 142 on January 1,
2002.  The  adoption  of SFAS No.  142 did not  have a  material  impact  on our
financial position, results of operations, or cash flows.

In June  2001,  FASB  issued  SFAS No.  143,  "Accounting  for Asset  Retirement
Obligations", which is effective for fiscal years beginning after June 15, 2002.
SFAS No. 143  addresses  financial  accounting  and  reporting  for  obligations
associated with the retirement of tangible  long-lived assets and the associated
asset  retirement  costs.  The adoption of SFAS No. 143 will not have a material
impact on our financial position, results of operations, or cash flows.


                                     Page 8
<page>
On January 1, 2002,  the  company  adopted  SFAS No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 addresses  accounting
and  reporting for the  impairment or disposal of a segment of a business.  More
specifically,   this  Statement   broadens  the   presentation  of  discontinued
operations to include a component of an entity whose  operations  and cash flows
can  be  clearly  distinguished,   operationally  and  for  financial  reporting
purposes, from the rest of the entity. The adoption of SFAS No. 144 did not have
a material  impact on our financial  position,  results of  operations,  or cash
flows.

The accompanying unaudited financial statements have been prepared in accordance
with the  instructions to Form 10-Q and include all of the disclosures  required
by generally accepted accounting  principles.  The financial  statements reflect
all normal and recurring  adjustments,  which are, in the opinion of management,
necessary to present a fair  statement  of results for the three and  nine-month
periods ended September 30, 2002 and 2001.

The financial  statements  of AmREIT,  Inc.  contained  herein should be read in
conjunction  with the  financial  statements  included in the  Company's  annual
report on Form 10-KSB for the year ended December 31, 2001.


2.   INVESTMENT IN NON CONSOLIDATED JOINT VENTURES

On June 29,  1998,  the Company  entered into a joint  venture,  GDC Vista Ridge
Partners, Ltd., with GDC Ltd. The joint venture was formed to acquire,  finance,
develop,  operate and dispose of a retail project located in Lewisville,  Texas.
The Company's interest in the joint venture is approximately 6.7%.

AmREIT  invested $70  thousand as a limited  partner in AmREIT CDP #27, LP ("CDP
27") that is accounted for using the equity method. CDP 27 was formed to acquire
commercial real property and to develop,  operate,  lease,  manage,  and or sell
real property.  CDP 27 purchased two IHOP properties in 2001 located in Memphis,
Tennessee and Tupelo,  Mississippi.  One of the two properties,  owned by CDP 27
was sold during the first quarter 2002. AmREIT received investment income of $33
thousand,  from the sale of the  property  located in Memphis  and still has $33
thousand invested in the IHOP in Tupelo.

AmREIT invested $330 thousand as a member in AmREIT CDP #31, LLC ("CDP 31") that
is  accounted  for  using  the  equity  method.  CDP 31 was  formed  to  acquire
commercial real property and to develop,  operate,  lease,  manage,  and or sell
real  property.  CDP 31  purchased  two  IHOP  properties  in  2001  located  in
Cookeville,  Tennessee and Scottsdale, Arizona. Both properties were sold during
the  first  quarter  2002,  and CDP 31 does  not own  any  real  property  as of
September 30, 2002.

AmREIT has invested  $121  thousand as a limited  partner in AmREIT CDP SPE #33,
Ltd. ("CDP 33") that is accounted for using the equity method. CDP 33 was formed
to acquire commercial real property and to develop,  operate, lease, manage, and
or sell real property.  In December 2001, CDP 33 purchased  three IHOP leasehold
estate  properties  located in  Houston,  Texas,  Orem,  Utah,  and  Hagerstown,
Maryland.



                                     Page 9
<page>
3.   NOTES PAYABLE

In November 1998,  the Company  entered into an unsecured  credit  facility (the
"Credit Facility"),  which is being used to provide funds for the acquisition of
properties and working capital. Under the Credit Facility, which had an original
term of one year, and has been extended  through  December 2002, the Company may
borrow up to $20 million subject to the value of unencumbered assets. The Credit
Facility contains covenants, which among other restrictions, require the Company
to maintain a minimum net worth and a maximum  leverage  ratio.  As of September
30, 2002, the Company is in compliance  with all the covenants and  restrictions
of the Credit Facility.  The Credit Facility bears interest at an annual rate of
LIBOR plus a spread of 2.0 % (3.8125% as of September 30, 2002). As of September
30, 2002,  $11.71 million was outstanding  under the Credit  Facility.  Thus the
Company has approximately  $2.8 million available under its line of credit based
upon the value of the  unemcumbered  assets,  subject to use of  proceeds by the
lender.

In March 1999, the Company entered into a ten-year mortgage note, amortized over
30 years,  for $1 million with $971 thousand being  outstanding at September 30,
2002.  The  interest  rate is fixed at 8.375%  with  payments of  principal  and
interest due monthly.  The note matures  April 1, 2009,  and as of September 30,
2002 the Company is in compliance  with all terms of the agreement.  The note is
collateralized  by a first lien mortgage on property with an aggregate  carrying
value of $1.18 million, net of $102 thousand of accumulated depreciation.

In February 2001, the Company entered into a ten-year  mortgage note,  amortized
over 20 years,  for $1.35  million  with $1.307  million  being  outstanding  at
September  30,  2002.  The  interest  rate is fixed at 8.25%  with  payments  of
principal and interest due monthly. The note matures February 28, 2011 and as of
September 30, 2002 the Company is in compliance with all terms of the agreement.
The  note is  collateralized  by a  first  lien  mortgage  on  property  with an
aggregate  carrying value of $1.630 million,  net of $74 thousand of accumulated
depreciation.

In October 2001,  the Company  entered into a ten-year  mortgage note  amortized
over 30 years,  for $2.4  million  with  $2.384  million  being  outstanding  at
September  30,  2002.  The  interest  rate is fixed at 7.60%  with  payments  of
principal and interest due monthly.  The note matures November 1, 2011 and as of
September 30, 2002 the Company is in compliance with all terms of the agreement.
The  note is  collateralized  by a  first  lien  mortgage  on  property  with an
aggregate carrying value of $3.988 million,  net of $309 thousand of accumulated
depreciation.

In October 2001, the Company entered into a note payable for $1.658 million with
$1.658  million being  outstanding  at September 30, 2002.  The interest rate is
equal to the thirty day LIBOR rate plus 280 basis points,  but in no event lower
than 6.75%,  which  equated to 6.75% at  September  30,  2002.  The note matured
November 1, 2002 and as of September 30, 2002, the Company is in compliance with
all terms of the agreement.  The Company is in  negotiations  with the lender to
extend the loan for a period of two years. The note is collateralized by a first
lien mortgage on property with an aggregate carrying value of $1.849 million net
of $31 thousand of accumulated depreciation.




                                    Page 10
<page>
Beginning  in  April  2002,  AAA  began  entering  into  non-recourse   ten-year
mortgages,  amortized  over 20 years,  related to the purchase of seventeen IHOP
properties.  The following table summarizes the terms of loan agreements and the
property  collateralizing  the non-recourse  notes. As of September 30, 2002 the
Company is in compliance with all terms of the agreement. The non-recourse notes
are cross-collateralized and defaulted with each other.


                                                                          
                                          Loan Amount at
                          Original Loan    September 30,     Fixed                       Net Investment in
            Location          Amount           2002         Interest      Date Loan      Direct Financing
                          (in thousands)   (in thousands)     Rate        Matures            Lease
                                                                                           (in thousands)
    Shawnee, KS             $ 751             $ 745          7.82%       May 1, 2012           $ 891
    El Paso, TX               760               755          7.82%       May 1, 2012             898
    Beaverton, OR             887               880          7.82%       May 1, 2012           1,049
    Rochester, NY             951               944          7.82%       May 1, 2012           1,138
    Baton Rouge, LA         1,250             1,242          7.82%       May 1, 2012           1,483
    Charlottesville, VA       630               626          7.82%       May 1, 2012             750
    Albuquerque, NM           767               751          7.82%       May 1, 2012             894
    Springfield, MO         1,030             1,025          7.82%       June 1, 2012          1,213
    Salem, OR                 621               617          7.82%       June 1, 2012            738
    Roanoke, VA               712               709          7.89%       July 1, 2012            846
    Alexandria, LA            716               715          7.89%       Aug. 1, 2012            845
    Centerville, UT         1,242             1,240          7.89%       Aug. 1, 2012          1,534
    Memphis, TN             1,342             1,340          7.89%       Aug. 1, 2012          1,084
    La Verne, CA              745               745          7.89%       Sept. 1, 2012           995
    El Paso, TX               894               894          7.89%       Sept. 1, 2012         1,153
    Memphis, TN               777               777          7.89%       Sept. 1, 2012         1,058
    Parker, CO                836               836          7.89%       Sept. 1, 2012         1,112
                         ---------         ---------                                        ---------
             Total        $14,910           $14,841                                          $17,681
                         =========         =========                                        =========

In July of 2002, the Company issued thirteen, 8 year subordinated, interest only
notes totaling $760 thousand, maturing July 2010. The notes were issued to those
partners who dissented against the Company's recent merger with three affiliated
public partnerships.

Aggregate  annual  maturity  of the  mortgage  notes  payable  for  each  of the
following five years ending September 30 are as follows:

                 (in thousands)
          2002       $14,228
          2003           398
          2004           430
          2005           465
          2006           503
          Thereafter  17,610
                    ---------
          Total      $33,635
                    =========


                                    Page 11
<page>
4.  MAJOR TENANTS

The  following  schedule  summarizes  rental  income by lessee for the three and
nine-months ended September 30:


                                                                           
                                         Quarter (in Thousands)      Year to Date (in Thousands)
                                           2002       2001             2002              2001
                                        --------    -------         --------           -------
International House of Pancakes          $  612      $ 122           $1,221             $ 365
Footstar, Inc.                              187        178              543               532
OfficeMax, Inc                              130        130              389               389
Wherehouse Entertainment                     96         94              285               283
Hollywood Entertainment Corp.                68         68              205               205
Sugar Land Imaging Affiliates Ltd.           63         53              189               156
Mattress Giant, Inc                          41         35              123                67
Washington Mutual                            39         39              118               118
Radio Shack                                  27         27               82                82
Golden Corral  (4)                           76          0               76                 0
Texas Children's Pediatrics (2)              41          0               67                 0
Don Pablos                                   20         20               59                60
One Care Health Industries, Inc. (1)          0         50               57               151
Comp USA  (4)                                51          0               51                 0
Baptist Memorial Hospital  (4)               43          0               43                 0
TGI Friday's  (4)                            38          0               38                 0
Dr. Pucillo  (4)                             36          0               36                 0
Pier 1  (4)                                  27          0               27                 0
America's Favorite Chicken Co. (3) (4)       22          0               22                21
Blockbuster  (4)                             19          0               19                 0
Waldenbooks  (4)                             17          0               17                 0
Jack in the Box  (4)                         15          0               15                 0
Goodyear  (4)                                11          0               11                 0
                                        --------    -------         --------          --------
                     Total               $1,680      $ 816           $3,692            $2,429
                                        ========    =======         ========          ========


(1)  One Care Health Industries, Inc. was a tenant at Copperfield Medical Plaza.
     In April of 2002, AmREIT negotiated a lease buy out agreement with One Care
     for approximately $190 thousand.  As a result,  AmREIT immediately released
     approximately 75% of the available space to Texas Children's Pediatrics and
     the Company has negotiated a lease for balance of the space.

(2)  Texas  Children's  Pediatrics  entered into a long-term  lease with AmREIT,
     beginning in May 2002, at Copperfield  Medical Plaza. The lease was entered
     into as a result of the  negotiated  lease  buy out by AmREIT  and One Care
     Health Industries, Inc.

(3)  America's  Favorite  Chicken Co., located in Atlanta and was sold by AmREIT
     during the first quarter 2001.

(4)  Properties were purchased from three affiliated partnerships in July 2002.

5.   EARNINGS PER SHARE

Basic  earnings  per share  has been  computed  by  dividing  net  income by the
weighted average number of common shares outstanding. Diluted earnings per share
has been computed by dividing net income (as  adjusted) by the weighted  average
number of common shares outstanding plus the weighted average number of dilutive
potential common shares.


                                    Page 12


<page>
The  following  table  presents  information  necessary to  calculate  basic and
diluted earnings per share for the periods indicated:


                                                                                            
                                                                        Quarter                  Year to Date
BASIC EARNINGS PER SHARE                                          2002          2001          2002        2001
                                                                --------      --------      --------    --------
Weighted  average  common shares  outstanding (in thousands)     2,413          2,354        2,377        2,358

Earnings per share before deferred merger costs                  $ .22          $(.04)       $ .41        $ .33
                                                                ========      ========      ========    ========

Basic earnings per share                                         $(.57)         $(.04)       $(.39)       $ .33
                                                                ========      ========      ========    =======

DILUTED EARNINGS PER SHARE
Weighted average common shares outstanding (in thousands)        4,385          2,354        3,041        2,358

Earnings per share before deferred merger costs                   $.12          $(.04)        $.32         $.33
                                                                ========      ========      ========    =======

Diluted earnings per share                                       $(.31)         $(.04)       $(.30)        $.33
                                                                ========      ========      ========    =======

EARNINGS FOR BASIC AND DILUTED COMPUTATION

Earnings  (loss)  to  common  shareholders  before
 deferred merger costs (in thousands)                             $534          $(106)        $978         $782
                                                               ========       ========      ========    =======

(Loss)earnings to common shareholders (in thousands)           $(1,370)         $(106)       $(926)        $782
                                                               ========       ========      ========    =======

6.   RELATED PARTY TRANSACTIONS

See Note 1 regarding investments in non-consolidated subsidiaries.

On July 23, 2002,  the Company  completed a merger with three of its  affiliated
partnerships, AAA Net Realty Fund IX, Ltd., AAA Net Realty Fund X, Ltd., and AAA
Net Realty Fund XI, Ltd. With the merger of the affiliated partnerhsips,  AmREIT
increased  its real  estate  assets by  approximately  $25  million  and  issued
approximately 2.6 million shares of Class B common stock to the limited partners
in the affiliated partnerships.  Approximately $760 thousand in 8 year, interest
only,  subordinated  notes were  issued to limited  partners  of the  affiliated
partnerships  who  dissented  against the merger.  The acquired  properties  are
unencumbered,  single tenant,  free standing properties on lease to national and
regional  tenants,  where  the  lease is the  direct  obligation  of the  parent
company.  A deferred merger expense stemmed from stock issued to H. Kerr Taylor,
President and Chief Executive  Officer,  based on a deferred  consideration that
was approved by the  stockholders  in 1998.  Mr.  Taylor was issued 302 thousand
shares  of Class A common  stock,  which  resulted  in the  one-time  charge  to
earnings in the third quarter 2002. As the Company raises additional equity, Mr.
Taylor is eligible to receive up to an additional 384 thousand shares of Class A
common stock pursuant to the deferred consideration approved by the stockholders
in 1998.

The  Company  provides  property   acquisition,   leasing,   administrative  and
management services for ten affiliated real estate limited partnerships that are
under common management (the "Partnerships").  The president and director of the
Company  owns between 45% and 100% of the stock of the  companies  that serve as
the general partner of the Partnerships. For the nine months ended September 30,
service fees of $219 thousand and $246 thousand were paid by the Partnerships to
the Company for 2002 and 2001 respectively.

As a sponsor  of real  estate  investment  opportunities  to the NASD  financial
planning  broker dealer  community,  the Company  maintains a 1% general partner
interest  in the  investment  funds that it  sponsors.  The funds are  typically
structured such that the limited partners receive 99% of the available cash flow
until 100% of their original  invested capital has been returned and a preferred
return has been met. Once this has  happened,  then the general  partner  begins
sharing in the available cash flow at various promoted levels.  The Company also
assigns a portion of this general partner  interest in these investment funds to
its employees as long term,  contingent  compensation.  In so doing, the Company
believes  that it  will  align  the  interest  of  management  with  that of the
shareholders,  while at the same time  allowing for a  competitive  compensation
structure  in order to  attract  and  retain key  management  positions  without
increasing the overhead burden.

                                    Page 13
<page>
On May 20, 1999, the Company  entered into a partnership  agreement with various
individual  investors to form AmREIT  Opportunity Fund, Ltd. The partnership was
formed to develop,  own, manage,  hold for investment and or resell property and
to make and or invest in loans for the  development or construction of property.
The  Company  invested  $250  thousand  as a Limited  Partner  and $1,000 as the
General Partner.

On January 26, 2001,  the Company  entered  into a  partnership  agreement  with
various  individual  investors  to form AmREIT  Income & Growth  Fund,  Ltd. The
partnership  was formed to develop,  own,  manage,  hold for  investment  and or
resell  property  and to make and or  invest  in loans  for the  development  or
construction  of  property.  The  Company  invested  $200  thousand as a Limited
Partner and $1,000 as the General Partner.

On March 20, 2002, the Company formed AAA CTL Notes,  Ltd. ("AAA") through which
the Company  purchased fifteen IHOP leasehold estate properties and two IHOP fee
simple  properties.  At  September  30,  2002,  AAA  had  closed  all  seventeen
properties.  Below is a condensed summary of the balance sheet and the statement
of  operations  of AAA on a stand  alone  basis  as of  September  30,  2002 (in
thousands):

      Current Assets                         $    200
      Investment in direct financing leases    17,681
      Land                                        470
      Other Assets                                125
                                              --------
         Total Assets                          18,475

      Notes Payable                            14,841
      Other Liabilities                           187
      Partners Capital                          3,447
                                              --------
      Total Liabilities and Partners Capital $ 18,475


      Earned Income From DF Leases           $    562
                                              --------
         Total Income                             562

      Interest & Loan Costs                       349
      Other Expense                                17
         Total Expense                            366
                                              --------
          Net Income                         $    197


7.   COMMITMENTS

The Company has a one-year  lease  agreement for its office  facilities  through
December 31, 2002.  Rental expense for the nine months ended  September 30, 2002
and 2001 was $57 thousand and $52 thousand respectively.



                                    Page 14
<page>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.

AmREIT sponsors real estate investment  opportunities  through the broker-dealer
financial services community.  For more than 17-years,  the Company has invested
in real estate on lease to national and regional commercial tenants with a focus
on the retail, restaurant, banking and financial and medical sectors.

AmREIT and its affiliates  own a real estate  portfolio that consists of over 66
properties  located in 23 states.  Its properties  include  single-tenant,  free
standing credit tenant leased projects and multi-tenant  frontage projects.  The
single tenant projects are located from coast to coast and are primarily  leased
to  corporate  tenants  where the lease is the direct  obligation  of the parent
companies. In so doing, the dependability of the lease payments are based on the
strength  and  viability  of the entire  company,  not just that  location.  The
multi-tenant  projects are situated primarily  throughout Texas.  Supporting the
real estate portfolio is an operating company subsidiary of AmREIT that provides
a complete range of services  including  development,  construction  management,
property management, brokerage and leasing.

AmREIT's  investment  sponsorship  business creates new investment entities that
buy and develop  commercial  real estate with proceeds  raised from  third-party
investors.  AmREIT has extensive  experience and long-term  relationship  in the
commercial  real estate  market - the basis of its ability to sponsor solid real
estate investment  opportunities while creating fee income and carried interests
for AmREIT and its shareholders.

LIQUIDITY AND CAPITAL RESOURCES

Cash flow from  operations has been the principal  source of capital to fund the
Company's ongoing operations. The Company's issuance of common stock and the use
of the Company's  credit  facility  have been the  principal  sources of capital
required to fund its growth.

In order to continue to expand and develop its portfolio of properties and other
investments,  the  Company  intends to finance  future  acquisitions  and growth
through the most advantageous sources of capital available to the Company at the
time. Such capital sources may include proceeds from public or private offerings
of the Company's debt or equity securities, secured or unsecured borrowings from
banks or other lenders,  mergers or  acquisitions or the disposition of assets,
as well as  undistributed  funds from operations which the Company believes will
be sufficient to meet its short term obligations and long term goals.

The Company's  primary uses of funds have  included  property  acquisitions  and
development,  distributions to stockholders,  debt service, and working capital.
The  Company  made  cash  distributions  to its Class A  shareholders  for three
month's  ended  September  30, 2002 and 2001 of $257  thousand and $137 thousand
respectively.  Additionally,  the Company made cash distributions to its Class B
shareholders of $424 thousand for the three months ended September 30, 2002.

On July 23, 2002,  the Company  completed a merger with three of its  affiliated
partnerships, AAA Net Realty Fund IX, Ltd., AAA Net Realty Fund X, Ltd., and AAA
Net Realty Fund XI, Ltd. With the merger of the affiliated partnerhsips,  AmREIT
increased  its real  estate  assets by  approximately  $25  million  and  issued
approximately 2.6 million shares of Class B common stock to the limited partners
in the affiliated partnerships.  Approximately $760 thousand in 8 year, interest
only,  subordinated  notes were  issued to limited  partners  of the  affiliated
partnerships  who  dissented  against the merger.  The acquired  properties  are
unencumbered,  single tenant,  free standing properties on lease to national and
regional  tenants,  where  the  lease is the  direct  obligation  of the  parent
company.  A deferred merger expense stemmed from stock issued to H. Kerr Taylor,
President and Chief Executive  Officer,  based on a deferred  consideration that
was approved by the  stockholders  in 1998.  Mr.  Taylor was issued 302 thousand
shares  of Class A common  stock,  which  resulted  in the  one-time  charge  to
earnings in the third quarter 2002.


                                    Page 15
<page>
The Company's leases typically provide that the tenant bears  responsibility for
substantially   all  property  costs  and  expenses   associated   with  ongoing
maintenance and operation, including utilities, property taxes and insurance. In
addition,  the Company's leases generally provide that the tenant is responsible
for roof and structural repairs. Some of the tenant's leases require the Company
to be  responsible  for roof and structural  repairs.  In these  instances,  the
Company  normally  requires  warranties,  and/or  guarantees  from  the  related
vendors,  suppliers  and/or  contractors,  to mitigate  the  potential  costs of
repairs during the primary terms of the leases.  Because many of the properties,
which are subject to leases that place these responsibilities on the Company are
recently  constructed,  management  anticipates  that  capital  demands  to meet
obligations with respect to these properties will be minimal for the foreseeable
future  and can be met with funds  from  operations  and  working  capital.  The
Company may be required to use bank borrowing or other sources of capital in the
event of unforeseen significant capital expenditures.

In November 1998,  the Company  entered into an unsecured  credit  facility (the
"Credit Facility"),  which is being used to provide funds for the acquisition of
properties and working capital. Under the Credit Facility, which had an original
term of one year,  and has been extended  through  December 1, 2002, the Company
may borrow up to $20 million  subject to the value of unencumbered  assets.  The
Credit Facility contains covenants, which among other restrictions,  require the
Company to  maintain a minimum  net worth and a maximum  leverage  ratio.  As of
September  30, 2002,  the Company is in  compliance  with all the  covenants and
restrictions  of the Credit Facility and is in negotiations to extend the Credit
Facility for a period of not less than six months after it expiration  date. The
Credit Facility bears interest at an annual rate of LIBOR plus a spread of 2.0 %
(3.8125% as of September 30, 2002). As of September 30, 2002, $11.71 million was
outstanding under the Credit Facility.  Thus the Company has approximately  $2.8
million  available  under its line of credit  subject to use of  proceeds by the
lender.

In March 1999, the Company entered into a ten-year mortgage note, amortized over
30 years,  for $1 million with $971 thousand being  outstanding at September 30,
2002.  The  interest  rate is fixed at 8.375%  with  payments of  principal  and
interest due monthly.  The note  matures  April 1, 2009 and as of September  30,
2002 the Company is in compliance  with all terms of the agreement.  The note is
collateralized  by a first lien mortgage on property with an aggregate  carrying
value of $1,184 thousand, net of $102 thousand of accumulated depreciation.

In February 2001, the Company entered into a ten-year  mortgage note,  amortized
over 20 years,  for $1,350  thousand with $1,308  thousand being  outstanding at
September  30,  2002.  The  interest  rate is fixed at 8.25%  with  payments  of
principal and interest due monthly. The note matures February 28, 2011 and as of
September 30, 2002 the Company is in compliance with all terms of the agreement.
The  note is  collateralized  by a  first  lien  mortgage  on  property  with an
aggregate carrying value of $1,630 thousand,  net of $74 thousand of accumulated
depreciation.

In October 2001, the Company  entered into a ten-year  mortgage note,  amortized
over 30 years,  for $2.400  million with $2.384  million  being  outstanding  at
September  30,  2002.  The  interest  rate is fixed  at 7.6%  with  payments  of
principal and interest due monthly.  The note matures November 1, 2011 and as of
September 30, 2002 the Company is in compliance with all terms of the agreement.
The  note is  collateralized  by a  first  lien  mortgage  on  property  with an
aggregate carrying value of $3.988 million,  net of $309 thousand of accumulated
depreciation.


                                    Page 16
<page>
In October  2001,  the Company  entered into a interest  only,  note payable for
$1,658  thousand with $1,658  thousand being  outstanding at September 30, 2002.
The interest  rate is equal to the thirty day LIBOR rate plus 280 basis  points,
but in no event lower than 6.75%,  which equated to 6.75% at September 30, 2002.
The note matured  November 1, 2002 and as of September 30, 2002,  the Company is
in compliance  with all terms of the agreement.  The Company is in  negotiations
with the  lender  to  extend  the loan for a period  of two  years.  The note is
collateralized  by a first lien mortgage on property with an aggregate  carrying
value  of  $1,849   thousand  which  is  net  of  $31  thousand  of  accumulated
depreciation.

Beginning in April 2002, AAA began entering into ten-year  mortgages,  amortized
over 20 years,  related to the purchase of seventeen  IHOP. The following  table
summarizes  the terms of loan  agreements and the property  collateralizing  the
notes.  As of September 30, 2002 the Company is in compliance  with all terms of
the agreement. The notes are cross-collateralized and defaulted with each other.


                                                                          
                                          Loan Amount at
                          Original Loan    September 30,     Fixed                       Net Investment in
            Location          Amount           2002         Interest      Date Loan      Direct Financing
                          (in thousands)   (in thousands)     Rate        Matures            Lease
                                                                                           (in thousands)
    Shawnee, KS             $ 751             $ 745          7.82%       May 1, 2012           $ 891
    El Paso, TX               760               755          7.82%       May 1, 2012             898
    Beaverton, OR             887               880          7.82%       May 1, 2012           1,049
    Rochester, NY             951               944          7.82%       May 1, 2012           1,138
    Baton Rouge, LA         1,250             1,242          7.82%       May 1, 2012           1,483
    Charlottesville, VA       630               626          7.82%       May 1, 2012             750
    Albuquerque, NM           767               751          7.82%       May 1, 2012             894
    Springfield, MO         1,030             1,025          7.82%       June 1, 2012          1,213
    Salem, OR                 621               617          7.82%       June 1, 2012            738
    Roanoke, VA               712               709          7.89%       July 1, 2012            846
    Alexandria, LA            716               715          7.89%       Aug. 1, 2012            845
    Centerville, UT         1,242             1,240          7.89%       Aug. 1, 2012          1,534
    Memphis, TN             1,342             1,340          7.89%       Aug. 1, 2012          1,084
    La Verne, CA              745               745          7.89%       Sept. 1, 2012           995
    El Paso, TX               894               894          7.89%       Sept. 1, 2012         1,153
    Memphis, TN               777               777          7.89%       Sept. 1, 2012         1,058
    Parker, CO                836               836          7.89%       Sept. 1, 2012         1,112
                         ---------         ---------                                        ---------
             Total        $14,910           $14,841                                          $17,681
                         =========         =========                                        =========


Until  properties are acquired by the Company,  proceeds are held in short-term,
highly liquid investments that the Company believes will provide the appropriate
safety of  principal.  This  investment  strategy has allowed,  and continues to
allow,  high liquidity to facilitate the Company's use of these funds to acquire
properties at such time as properties  suitable for acquisition are located.  At
September  30,  2002,  the  Company's  cash and cash  equivalents  totaled  $751
thousand.


                                    Page 17
<page>
CASH FLOW

Comparison of the Three Months Ended September 30, 2002 to September 30, 2001:

Net cash  provided by operating  activities  decreased  $1,096  thousand for the
three month period  ended  September  30, 2002 when  compared to the three month
period  ended  September  30, 2001.  The decrease in cash  provided by operating
activities was due primarily to the following components:  (1) a decrease in net
income of $1,264  thousand,  from a loss of $106  thousand  in 2001 to a loss of
$1,370 thousand in 2002. The 2002 loss includes a non-recurring charge of $1,904
thousand in connection with a deferred payment of merger related  expenses.  (2)
an increase in deferred compensation of $142 thousand, from $0 change in 2001 to
an increase of $142 thousand in 2002. The above decreases are offset somewhat by
an increase in depreciation of $123 thousand, from $118 thousand in 2001 to $241
thousand in 2002, and an increase in accounts  payable of $246 thousand,  from a
$10 thousand increase in 2001 to a $256 thousand increase in 2002.

Net cash used in investing activities increased for the three month period ended
September 30, 2002 when  compared to the three month period ended  September 30,
2001, from $253 thousand to $30,864  thousand in 2002. The increase in cash used
was  primarily  due to an  increase  in  acquisitions  of real estate from $0 to
$32,071  thousand  related  to the  property  acquisitions  of AAA and the three
affiliated  partnerships.  The property from the  affiliated  partnerships  were
purchased  through the issuance of Class B common  stock.  This increase in cash
used was partially  offset by an increase in proceeds from the sale of property,
from $0 in 2001 to $1,098 thousand in 2002.

Net cash provided by financing  activities  increased  $32,575  thousand for the
three month period  ended  September  30, 2002 when  compared to the three month
period ended September 30, 2001. The increase was primarily due to proceeds from
the issuance of common stock,  which totaled $25,694 thousand.  The increase was
also due to proceeds from notes payable, which totaled $8,646 thousand, and were
related to the acquisition of real estate in AAA.

Comparison of the Nine Months Ended September 30, 2002 to September 30, 2001:

Net cash provided by operating activities decreased $1,751 thousand for the nine
month period  ended  September  30, 2002 when  compared to the nine month period
ended September 30, 2001. The decrease in cash provided by operating  activities
was due primarily to the following  components:  (1) a decrease in net income of
$1,708  thousand from income of $782 thousand in 2001 to a loss of $926 thousand
in 2002.  The 2002 loss includes a  non-recurring  charge of $1,904  thousand in
connection with a deferred payment of merger related  expenses.  (2) an increase
in cash used to pay down accounts  payable of $406 thousand,  from a decrease of
$128  thousand  in 2001 to a decrease of $534  thousand  in 2002.  The above are
offset  somewhat  by an  increase in  accounts  receivable  collections  of $392
thousand, from $218 thousand in 2001 to $610 thousand in 2002.

Net cash used in investing  activities  increased  $40,945 thousand for the nine
month period  ended  September  30, 2002 when  compared to the nine month period
ended  September  30, 2001.  The increase in cash used was  primarily  due to an
increase  in  acquisitions  of real  estate  from $0 to  $41,882  thousand.  The
acquisitions  are from the purchase of  properties  in AAA as well as properties
purchased from the three affiliated  partnerships in exchange for Class B common
stock.  Distributions  from  joint  ventures  increased  $705  thousand  from an
investment of $423 thousand in 2001 to distributions of $282 thousand in 2002.



                                    Page 18
<page>
Net cash provided by financing  activities  increased  $43,834  thousand for the
nine month  period  ended  September  30,  2002 when  compared to the nine month
period ended September 30, 2001. The increase was primarily due to proceeds from
issuance of common stock,  which totaled $25,694 thousand.  The stock was issued
to the  partners in the three  merged  affiliated  partnerships  in exchange for
their  property.  In addition  proceeds  from notes  payable  increased  $15,691
thousand  from $2,452  thousand in 2001 to $18,143  thousand in 2002,  which was
related to the  acquisition  of real estate in AAA.  Payments  of notes  payable
decreased  $2,037  thousand from $3,517  thousand in 2001 to $1,480  thousand in
2002.

Inflation  has had very  little  effect on income  from  operations.  Management
expects  that  increases  in store  sales  volumes due to  inflation  as well as
increases in the Consumer Price Index, may contribute to capital appreciation of
the Company properties.  These factors, however, also may have an adverse impact
on the operating margins of the tenants of the properties.
FUNDS FROM OPERATIONS

Funds from  operations  (FFO)  increased  $339 thousand to $352 thousand for the
three  months  ended  September  30, 2002 from $12 thousand for the three months
ended September 30, 2001. For the nine month period ended September 30, 2002 FFO
increased $91 thousand  from $958  thousand in 2001 to $1,049  thousand in 2002.
The  increase in FFO is  primarily  attributed  to  increased  earnings  after a
non-recurring charge of $1,904 thousand in connection with a deferred payment of
merger  related  expenses.  The  non-recurring  charge is excluded  from the FFO
calculation. The Company is on track to meet its FFO target for 2002, which is a
22% increase over 2001 FFO. The Company has adopted the National  Association of
Real Estate Investment  Trusts (NAREIT)  definition of FFO. FFO is calculated as
net  income   (computed  in  accordance  with  generally   accepted   accounting
principles)  excluding  gains or  losses  from  sales of  depreciable  operating
property,  depreciation  and  amortization of real estate assets,  and excluding
results defined as  "extraordinary  items" under generally  accepted  accounting
principles.  FFO  should not be  considered  an  alternative  to cash flows from
operating,  investing and financing  activities  in  accordance  with  generally
accepted  accounting  principles  and  is not  necessarily  indicative  of  cash
available to meet cash needs.  The Company's  computation of FFO may differ from
the  methodology  for  calculating  FFO  utilized  by other  equity  REITs  and,
therefore,  may not be  comparable  to such other  REITs.  FFO is not defined by
generally  accepted  accounting  principles  and  should  not be  considered  an
alternative to net income as an indication of the Company's performance.

Below is the reconciliation of net income to funds from operations for the three
and nine months ended September 30, (in thousands):


                                                                  
                                                    Quarter             Year to Date
                                               2002        2001        2002      2001
                                             --------    --------   --------  --------
Net (loss) income                            $(1,370)    $(106)     $(  926)   $  782
Plus depreciation                                241       118          495       345
Plus Deferred acquisition costs                1,904         -        1,904         -
Less Dividends paid to Class B                (  424)        -        ( 424)        -
Less Gain on sale of operating properties          -         -           -       (169)
                                             --------    --------   --------  --------
Total funds from operations                  $   352     $  12      $ 1,049    $  958
                                             ========    ========   ========  ========
</table>

Cash  flows from  operating  activities,  investing  activities,  and  financing
activities for the three and nine months ended  September 30 are presented below
(in thousands):
                              Quarter                  Year to date
                          2002      2001           2002        2001
Operating activities   $  ( 938)   $  159       $  ( 471)    $ 1,280
Investing activities   $(30,864)   $( 253)      $(40,804)    $   142
Financing activities   $ 32,139    $( 436)      $ 41,798     $(2,036)


                                    Page 19
<page>
RESULTS OF OPERATIONS

Comparison of the Three Months Ended September 30, 2002 to September 30, 2001:

During the three months ended  September 30, 2002 and  September  30, 2001,  the
Company earned $1,680 thousand and $816 thousand, respectively, in rental income
from  operating  leases and earned  income from  direct  financing  leases.  The
additional  properties  purchased by AAA as well as the newly merged  properties
from the three  affiliated  partnerships  resulted in the increased  income from
rents and earned  income from direct  financing  leases.  Service fees and other
income  increased  $512  thousand from $265 thousand in 2001 to $777 thousand in
2002. The increase is primarily attributable to a non-recurring transaction that
resulted in service fee income of $247 thousand as well as increased commissions
earned from equity investments as well as sales and leasing of property.

During the three months ended  September 30, 2002 and  September  30, 2001,  the
Company's  expenses were $3,680 thousand and $1,058 thousand  respectively.  The
$2,621   thousand   increase  in  expenses  is  primarily   attributable   to  a
non-recurring charge of $1,904 thousand in connection with a deferred payment of
merger related expenses. Additionally legal and professional fees increased $264
thousand from $101  thousand in 2001 to $365  thousand in 2002.  The increase is
primarily  attributable  to  increased  commissions  paid  on  increased  equity
investments. Additionally, interest expense increased by $255 thousand from $264
thousand in 2001 to $520 thousand in 2002,  which is due to the additional  debt
used to finance the acquisitions of additional properties. General operating and
administrative  expenses increased $168 thousand,  from $481 thousand in 2001 to
$649 thousand in 2002.

Comparison of the Nine Months Ended September 30, 2002 to September 30, 2001:

During the nine months ended  September  30, 2002 and  September  30, 2001,  the
Company  earned $3,692  thousand and $2,429  thousand,  respectively,  in rental
income from operating leases and earned income from direct financing leases. The
additional  properties  acquired by AAA as well as the newly  merged  properties
from the three  affiliated  partnerships  resulted in the increased  income from
rents and earned  income from direct  financing  leases.  Service fees and other
income increased $58 thousand from $1,927 thousand in 2001 to $1,985 thousand in
2002.  The  increase  in  service  fees and other  income was  primarily  due to
increased  commissions earned on equity raised as well as increased  development
fees received this year.

During the nine months ended  September  30, 2002 and  September  30, 2001,  the
Company's  expenses were $6,172 thousand and $3,354 thousand  respectively.  The
$2,818   thousand   increase  in  expenses  is  primarily   attributable   to  a
non-recurring charge of $1,904 thousand in connection with a deferred payment of
merger related expenses.  Additionally general operating expenses increased $561
thousand  primarily  due to: 1) an  increase  in  commissions  and  compensation
related to our real estate and sponsorship activities,  2) property cost expense
related to repairs and maintenance at Copperfield  Medical Plaza and 3) accruals
made for board  compensation  paid in Company stock based on vesting  schedules.
Interest expense  increased $354 thousand due to additional debt used to finance
the acquisition of additional  properties.  Depreciation increased $150 thousand
due to additional  properties  added to our  portfolio.  Legal and  professional
expense  decreased  $57 thousand  from $752 thousand in 2001 to $695 thousand in
2002. The decrease is primarily attributable to a non-recurring transaction that
occurred in 2001.

                                    Page 20
<page>
Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

AmREIT uses fixed and  floating-rate  debt to finance its capital  requirements.
AmREIT  does  not use  derivative  financial  instruments  to hedge  against  an
increase in the interest rate on its  floating-rate  debt.  These  floating-rate
transactions,  without  the  protection  of  derivative  financial  instruments,
exposes  the Company to market risk  related to changes in  interest  rates.  At
September  30,  2002,  the  Company  had  fixed-rate  debt of $20.2  million and
variable-rate  debt of $13.4  million.  The  variable-rate  debt had an  average
interest rate of 4.18%.  Should short-term interest rates increase by as much as
100 basis points,  the Company  would report an increase in interest  expense of
$30 thousand per quarter.


Item 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief  Executive  Officer  and  Executive  Vice  President  of Finance  have
reviewed  and  evaluated  the  effectiveness  of  our  disclosure  controls  and
procedures  (as defined in Exchange Act  Rules-13a-14(c)  and 15d-14(c)) as of a
date within 90 days before the filing date of this  quarterly  report.  Based on
that  evaluation,  the Chief  Executive  Officer and Executive Vice President of
Finance have concluded that our current  disclosure  controls and procedures are
effective and timely,  providing them with material  information  relating to us
required to be  disclosed  in the reports we file or submit  under the  Exchange
Act.

Changes in Internal Controls

There have not been any significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.  We are not aware of any significant  deficiencies or material
weaknesses, therefore no corrective actions were taken.

                                    Page 21
<page>
PART II - OTHER INFORMATION

Item 1. Legal Proceedings

NONE
Item 2. Changes in Securities and Use of Proceeds
NONE
Item 3. Defaults Upon Senior Securities
NONE
Item 4. Submission of Matters to a Vote of Security Holders
NONE
Item 5. Other Information
NONE
Item 6. Exhibits and Reports on Form 8-K

(a)       Exhibits

     2.1  Amended  and  Restated  Agreement  and Plan of Merger  by and  between
          AmREIT and AAA Net Realty  Fund IX,  Ltd.,  dated  September  10, 2001
          (Incorporated   by   reference   to  Exhibit  2.1  to  the   Company's
          Registration  Statement  on Form S-4 filed June 29,  1999,  as amended
          (File No. 333-81895)).

     2.2  Amended  and  Restated  Agreement  and Plan of Merger  by and  between
          AmREIT  and AAA Net Realty  Fund X, Ltd.,  dated  September  10,  2001
          (Incorporated   by   reference   to  Exhibit  2.2  to  the   Company's
          Registration  Statement  on Form S-4 filed June 29,  1999,  as amended
          (File No. 333-81895)).

     2.3  Amended  and  Restated  Agreement  and Plan of Merger  by and  between
          AmREIT and AAA Net Realty  Fund XI,  Ltd.,  dated  September  10, 2001
          (Incorporated   by   reference   to  Exhibit  2.3  to  the   Company's
          Registration  Statement  on Form S-4 filed June 29,  1999,  as amended
          (File No. 333-81895)).

     99.1 Chief Executive Officer  certification  pursuant to 18 U.S.C.  Section
          1350, as Adopted Pursuant to Section 906 of the  Sarbanes-Oxley Act of
          2002.

     99.2 Chief  Financial  Officer  certification  pursuant to 18 U.S.C Section
          1350, as Adopted Pursuant to Section 906 of the  Sarbanes-Oxley Act of
          2002.


(b)  Reports on Form 8-K

     Current  report  on Form  8-K  dated  July  24,  2002  and  filed  with the
     Commission  on July 24,  2002  contained  information  under  Item 5 (Other
     Events) and Item 7 (Financial  Statements,  Pro Forma Financial Information
     and Exhibits).

     Current  report  on Form  8-K  dated  July  31,  2002  and  filed  with the
     Commission  on July 31,  2002  contained  information  under  Item 5 (Other
     Events) and Item 7 (Financial  Statements,  Pro Forma Financial Information
     and Exhibits).

     Current  report on Form 8-K  dated  September  9,  2002 and filed  with the
     Commission on September 9, 2002 contained  information  under Item 5 (Other
     Events) and Item 7 (Financial  Statements,  Pro Forma Financial Information
     and Exhibits).


                                    Page 22
<page>

                                   SIGNATURES



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






                                   AmREIT, Inc.
                                  (Issuer)




November 14, 2002                  /s/ H. Kerr Taylor
Date                               H. Kerr Taylor, President





November 14, 2002                  /s/ Chad C. Braun
Date                               Chad C. Braun (Principal Accounting Officer)





                                    Page 23
<page>

               FORM OF SARBANES-OXLEY SECTION 302(a) CERTIFICATION


I, H. Kerr Taylor, Chief Executive Officer, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of AmREIT, Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          i.   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          ii.  evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          iii. presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

          i.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could aversely  affect the  registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          ii.  any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report  whether  or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.


Date:November 14, 2002                By: /s/ H. Kerr Taylor
                                      H. Kerr Taylor, Chief Executive Officer




                                    Page 24
<page>

               FORM OF SARBANES-OXLEY SECTION 302(a) CERTIFICATION


I, Chad C. Braun, Executive Vice President of Finance, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of AmREIT, Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          i.   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          ii.  evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          iii. presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

          i.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could aversely  affect the  registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          ii.  any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report  whether  or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.


Date:  November 14, 2002     By: /s/ Chad C. Braun
                             Chad C. Braun, Executive Vice President of Finance


                                    Page 25
<page>
                                    Exhibits

     2.1  Amended  and  Restated  Agreement  and Plan of Merger  by and  between
          AmREIT and AAA Net Realty  Fund IX,  Ltd.,  dated  September  10, 2001
          (Incorporated   by   reference   to  Exhibit  2.1  to  the   Company's
          Registration  Statement  on Form S-4 filed June 29,  1999,  as amended
          (File No. 333-81895)).

     2.2  Amended  and  Restated  Agreement  and Plan of Merger  by and  between
          AmREIT  and AAA Net Realty  Fund X, Ltd.,  dated  September  10,  2001
          (Incorporated   by   reference   to  Exhibit  2.2  to  the   Company's
          Registration  Statement  on Form S-4 filed June 29,  1999,  as amended
          (File No. 333-81895)).

     2.3  Amended  and  Restated  Agreement  and Plan of Merger  by and  between
          AmREIT and AAA Net Realty  Fund XI,  Ltd.,  dated  September  10, 2001
          (Incorporated   by   reference   to  Exhibit  2.3  to  the   Company's
          Registration  Statement  on Form S-4 filed June 29,  1999,  as amended
          (File No. 333-81895)).

     99.1 Chief Executive Officer  certification  pursuant to 18 U.S.C.  Section
          1350, as Adopted Pursuant to Section 906 of the  Sarbanes-Oxley Act of
          2002.

     99.2 Chief  Financial  Officer  certification  pursuant to 18 U.S.C Section
          1350, as Adopted Pursuant to Section 906 of the  Sarbanes-Oxley Act of
          2002.






                                    Page 26
<page>
                                  EXHIBIT 99.1


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of AmREIT,  Inc. (the "Company") on Form
10-QSB for the period ended  September 30, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"),  I, H. Kerr Taylor, Chief
Executive Officer of the Company, certify,  pursuant to 18-U.S.C.  Section 1350,
as adopted pursuant to Section-906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section-13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Company.


/s/ H. Kerr Taylor


H. Kerr Taylor
Chief Executive Officer
November 14, 2002



                                    Page 27
<page>
                                  EXHIBIT 99.2


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of AmREIT,  Inc. (the "Company') on Form
10-QSB for the period ended  September 30, 2002 as filed with the Securities and
Exchange  Commission on the date hereof (the "Report"),  I, Chad C. Braun, Chief
Financial Officer of the Company, certify,  pursuant to 18-U.S.C.  Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Company.


/s/ Chad C. Braun


Chad C. Braun
Chief Financial Officer
November 14, 2002




                                    Page 28