SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               ------------------

                             FORM 8-K CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                      ------------------------------------

                Date of Report (Date of earliest event reported)

                             December 23, 2002


                                  AmREIT, Inc.
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             (Exact name of registrant as specified in its charter)


                       Maryland                 000-28378
                (State of Incorporation) (Commission File Number)

                                   76-0410050
                       (IRS Employer Identification No.)

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                8 Greenway Plaza, Suite 824, Houston, Texas 77046
               (Address of principal executive offices) (Zip Code)

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                                 (713) 850-1400
                           ---------------------------
              (Registrant's telephone number, including area code)


                                      [N/A]
        ----------------------------------------------------------------
          (Former name or former address, if changed since last report)


<page>



ITEM 5.  OTHER EVENTS

                                 REORGANIZATION

General

          On   July   16,   2002,    the    stockholders    of   AmREIT,    Inc.
     ("AmREIT-Maryland"),   a   Maryland   corporation,   approved   a  proposal
     authorizing the  reorganization of  AmREIT-Maryland  as a Texas real estate
     investment  trust (a "Texas REIT")  pursuant to the provisions of the Texas
     Real Estate Investment Trust Act (the "TRA").  The  reorganization  will be
     accomplished in a transaction  exempt from federal income taxation by means
     of  a  merger  of   AmREIT-Maryland   into  a  newly   formed   Texas  REIT
     ("AmREIT-Texas"), pursuant to which each share of Class A Common Stock, par
     value $.01 per share, of  AmREIT-Maryland  (the "Class A Common Stock") and
     Class B Common Stock,  par value $.01 per  share, of  AmREIT-Maryland  (the
     "Class B Common Stock") will be converted,  respectively,  into one Class A
     common share of beneficial interest, par value $.01 per share (the "Class A
     Common  Shares"),  and one  share of Class B common  shares  of  beneficial
     interest, par value $.01 per share of AmREIT-Texas.  It is anticipated that
     the Class A  Common  Shares will be listed on the American  Stock  Exchange
     under the symbol  "AMY" (in  substitution  of the shares of Class A  Common
     Stock of  AmREIT-Maryland  presently  listed  on the  Exchange),  and it is
     expected that it will not be necessary for  stockholders  of the Company to
     surrender or exchange their existing stock certificates representing shares
     of  the  Common  Stock  of  AmREIT-Maryland   for  new  share  certificates
     representing common shares of AmREIT-Texas.

          The  reorganization  has been  structured  to preserve  unchanged  the
     existing  business,  purpose,  tax status,  management,  capitalization and
     assets,  liabilities  and net  worth  (other  than due to the  costs of the
     transaction) of  AmREIT-Maryland  and its subsidiaries  (collectively,  the
     "Company"),   and  the  economic   interests   and  voting  rights  of  the
     stockholders  of  AmREIT-Maryland  (who will  become  the  shareholders  of
     AmREIT-Texas  as a result of the merger).  The Board of Trust  Managers and
     the executive  officers of AmREIT-Texas will be identical to, and will have
     the same terms of office, as the Board of Directors and executive  officers
     of  AmREIT-Maryland.  AmREIT-Texas will assume all then-existing  incentive
     compensation plans of AmREIT-Maryland.

          PRIOR TO  EFFECTING  THE  REORGANIZATION,  THE BOARD OF  DIRECTORS  OF
     AMREIT-MARYLAND   MAY  ABANDON  OR  TERMINATE  THE  REORGANIZATION  UPON  A
     DETERMINATION THAT IT IS NO LONGER IN AMREIT-MARYLAND'S BEST INTEREST.

Description of Shares of AmREIT-Texas

          The following  sections  describe the anticipated  equity structure of
     AmREIT-Texas  following  the  reorganization  described  above.  The equity
     structure of  AmREIT-Texas  and the provisions of its  Declaration of Trust
     and Bylaws are designed to  duplicate  the  structure  of  AmREIT-Maryland,
     including  existing  Maryland  corporate  statutes.  Although  the Board of
     Directors of AmREIT-Maryland has the right, prior to filing the Declaration
     of Trust of AmREIT-Texas with the appropriate Texas regulatory authorities,
     to make ministerial and other changes approved by the Board if necessary or
     advisable to permit AmREIT-Texas to comply fully with the TRA and the rules
     relating to  qualification  as a real estate  investment  trust for federal
     income tax purposes (a "REIT"),  and also to conform to the  provisions  of
     the Articles of  Incorporation  of  AmREIT-Maryland,  it is not anticipated
     that there will be any significant  changes from either the existing equity
     structure  of  AmREIT-Maryland  or from the  following  description  of the
     anticipated equity structure of AmREIT-Texas.

          COMMON SHARES. The Declaration of Trust of AmREIT-Texas will authorize
     the Board of Trust  Managers of  AmREIT-Texas  to issue up to  Ninety-Three
     Million  (93,000,000)  Common  Shares,  consisting  of  (x)  Fifty  Million
     (50,000,000) Class A Common Shares (the "Class A Common Shares"), (y) Three
     Million  (3,000,000) Class B Common Shares (the "Class B Common Shares) and
     (z) Forty  Million  (40,000,000)  Common Shares (the  "Undesignated  Common
     Shares").
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<page>

          The Undesignated  Common Shares may be issued from time to time in one
     or more series as authorized by the Board of Trust Managers.

          Subject to such preferential  rights as may be granted by the Board of
     Trust Managers in connection with the future issuance of Preferred  Shares,
     holders of Class A Common Shares are  exclusively  entitled to one vote for
     each Class A Common Share on all matters to be voted on by shareholders and
     are entitled to receive  ratably  such  dividends as may be declared on the
     Class A Common Shares by the Board of Trust Managers in its discretion from
     funds  legally  available  therefor.  In  the  event  of  the  liquidation,
     dissolution or winding up of AmREIT-Texas, holders of Class A Common Shares
     are entitled to share  ratably  with holders of Class B Common  Shares that
     portion of such aggregate  assets  available for distribution as the number
     of outstanding Class A Common Shares held by such holder bears to the total
     number of  (x) Class A  Common  Shares then  outstanding,  (y) the  Class B
     Common  Shares then  outstanding  and (z) any other series of Common Shares
     then outstanding that rank on a parity with the Class A Common Shares as to
     the distribution of assets upon liquidation.

          Holders of Common Shares have no subscription,  redemption, conversion
     or preemptive rights.  Matters submitted for shareholder approval generally
     require a majority vote of the shares present and voting thereon.

          The holders of Class B Common Shares will be entitled to receive, when
     and as  declared  by the  Board of  Trust  Managers,  out of funds  legally
     available for the payment of  dividends,  cumulative  cash  dividends in an
     amount per Class B Common  Share equal to $0.74 per annum.  Dividends  with
     respect to the Class B Common  Shares will be  cumulative  from the date of
     original  issuance  (the  "Issue  Date") and will be payable  quarterly  in
     arrears  on March 31,  June 30,  September  30 and  December  31  (each,  a
     "Dividend Payment Date"). Any dividend payable on the Class B Common Shares
     for any partial  dividend period will be computed on the basis of a 360-day
     year consisting of twelve 30-day months.  Dividends  payable on the Class B
     Common  Shares for each full  dividend  period will be computed by dividing
     the annual  dividend rate by four.  Such dividends shall be cumulative from
     the Issue  Date,  whether or not in any  dividend  period or  periods  such
     dividends  shall be declared or there shall be funds legally  available for
     the payment of such dividends, and shall be payable quarterly in arrears on
     the Dividend  Payment Dates,  commencing on the first Dividend Payment Date
     after the Issue  Date.  Dividends  will be  payable to holders of record as
     they  appear  in  the  shares  records  at the  close  of  business  on the
     applicable  record date,  which will be the  fifteenth  day of the calendar
     month in which the  applicable  Dividend  Payment  Date falls or such other
     date designated by the Board of Trust Managers for the payment of dividends
     that is no more than  thirty  (30) nor less than ten (10) days prior to the
     Dividend Payment Date.

          Holders  of  Series B  Common  Shares  shall  not be  entitled  to any
     dividends,  whether  payable  in cash,  property  or  shares,  in excess of
     cumulative dividends,  on the Class B Common Shares. No interest, or sum of
     money in lieu of  interest,  shall be payable  in  respect of any  dividend
     payment or payments on the Class B Common Shares that may be in arrears. If
     any  Class B Common  Shares  are  outstanding,  no full  dividends  will be
     declared or paid or set apart for payment on the Class A Common  Shares for
     any period unless full cumulative  dividends have been or contemporaneously
     are  declared  and paid or declared  and a sum  sufficient  for the payment
     thereof  set apart for such  payment  on the Class B Common  Shares for all
     past dividend periods and the then current dividend period. No interest, or
     sum of  money  in lieu of  interest,  will be  payable  in  respect  of any
     dividend  payment  or  payments  on Class B Common  Shares  which may be in
     arrears.  Any dividend  payment made on Class B Common Shares will first be
     credited  against the earliest accrued but unpaid dividend due with respect
     to Class B Common Shares which remains payable.
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<page>

          Holders of the Class B Common Shares will not have any voting  rights,
     except as set forth  below or as  otherwise  from time to time  required by
     law. In any matter in which the Class B Common  Shares may vote,  including
     any action by written  consent,  each Class B Common Share will be entitled
     to one vote. The holders of Class B Common Shares may separately  designate
     a proxy for the vote to which the Class B Common Shares are entitled.

          So long as any Class B Common Shares are  outstanding,  in addition to
     any  other  vote  or  consent  of  shareholders  required  by law or by the
     Declaration of Trust, the affirmative vote of at lease 66 2/3% of the votes
     entitled  to be case by the  holders of the Class B Common  Shares,  at the
     time  outstanding,  acting as a single class,  given in person or by proxy,
     either in writing  without a meeting or by vote at any  meeting  called for
     the purpose,  shall be necessary  for effecting or  validating,  subject to
     certain additional  protections  contained in the Declaration of Trust, (i)
     any sale of all or  substantially  all of the assets of  AmREIT-Texas,  any
     liquidation of AmREIT-Texas  or any amendment,  alteration or repeal of any
     of the provisions of the Declaration of Trust or the Bylaws of AmREIT-Texas
     that  materially  and  adversely  affects  the  voting  powers,  rights  or
     preferences  of the  holders  of the  Class B  Common  Shares,  or (ii) the
     authorization or creation of, or the increase in the authorized  amount of,
     any shares of any class or series or any security  convertible  into shares
     of any class or series ranking prior or senior to the Class B Common Shares
     in the distribution of assets on any liquidation, dissolution or winding up
     of AmREIT-Texas or in the payment of dividends.

          If and whenever six (6) consecutive quarterly dividends payable on the
     Class B Common Shares shall be in arrears (which shall, with respect to any
     such quarterly  dividend,  mean that any such dividend has not been paid in
     full), whether or not earned or declared, the number of Trust Managers then
     constituting  the Board of Trust Managers shall be increased by two (2) and
     the holders of the Class B Common Shares shall be entitled to elect the two
     (2) additional  Trust Managers to serve on the Board of Trust Managers,  by
     the vote of a  plurality  of the votes by the holders of the Class B Common
     Shares,  at an annual meeting of  shareholders  or special  meeting held in
     place thereof,  or at special  meeting of the holders of the Class B Common
     Shares called as hereinafter provided.

          Whenever all arrears in  dividends  on the Class B Common  Shares then
     outstanding  shall have been paid and  dividends  thereon  for the  current
     quarterly  dividend  period  shall have been paid or declared and set apart
     for payment,  then the right of the holders of the Class B Common Shares to
     elect such  additional  two (2) Trust  Managers  shall  cease (but  subject
     always to the same  provision  of the vesting of such voting  rights in the
     case of any similar  future  arrearages  in six (6)  consecutive  quarterly
     dividends),  and the  terms  of  office  of all  persons  elected  as Trust
     Managers  by the  holders  of the  Class B Common  Shares  shall  forthwith
     terminate  and the number of the Board of Trust  Managers  shall be reduced
     accordingly.  At any time after such voting power shall have been so vested
     in the holders of Class B Common Shares, the Secretary of AmREIT-Texas may,
     and  upon the  written  request  of any  holder  of  Class B Common  Shares
     (addressed to the Secretary at the principal office of AmREIT-Texas)  shall
     call a special  meeting of the holders of the Class B Common Shares for the
     election  of the two (2) Trust  Managers  to be  elected  by them as herein
     provided,  such call to be made by notice  similar to that  provided in the
     Bylaws of  AmREIT-Texas  for a special  meeting of the  shareholders  or as
     required by law. If any such special meeting required to be called as above
     provided,  shall not be called by the  Secretary  within  twenty  (20) days
     after receipt of any such request, then any holder of Class B Common Shares
     may call such meeting, upon the notice above provided, and for that purpose
     shall have access to the share records of AmREIT-Texas.  The Trust Managers
     elected at any such special meeting shall hold office until the next annual
     meeting of the shareholders or special meeting held in lieu thereof if such
     office  shall not have  previously  terminated  as above  provided.  If any
     vacancy shall occur among the Trust Managers  elected by the holders of the
     Class B Common Shares,  a successor  shall be elected by the Board of Trust
     Managers,  upon the nomination of the then remaining Trust Managers elected
     by the  holders  of the  Class B Common  Shares  or the  successor  of such
     remaining  Trust  Manager,  to serve until the next  annual  meeting of the
     shareholders  or special meeting held in place thereof if such office shall
     not have previously terminated as above provided.
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<page>

          PREFERRED  SHARES.  The  Declaration  of  Trust of  AmREIT-Texas  will
     authorize  the  Board  of Trust  Managers  of  AmREIT-Texas  to issue up to
     10,000,000  preferred  shares of  beneficial  interest,  par value $.01 per
     share (the  "Preferred  Shares"),  to establish  one or more series of such
     Preferred Shares and to determine,  with respect to any series of Preferred
     Shares, the terms, rights,  restrictions and qualifications of such series.
     It is not  anticipated  that  any  Preferred  Shares  will  be  outstanding
     following  completion  of the  reorganization.  Although the Board of Trust
     Managers has no present intention to do so, it could, in the future,  issue
     a series of  Preferred  Shares  which,  due to its  terms,  could  impede a
     merger,  tender offer or other  transaction  that some,  or a majority,  of
     AmREIT-Texas'  shareholders  might believe to be in their best interests or
     in which  shareholders  might receive a premium over then prevailing market
     prices for their Common Shares.

          OWNERSHIP  LIMITS AND  RESTRICTIONS ON TRANSFER.  For  AmREIT-Texas to
     qualify as a REIT under the Internal  Revenue Code of 1986, as amended (the
     "Code"), (i) not more than 50% in value of outstanding equity securities of
     all classes ("Equity Securities") may be owned, directly or indirectly,  by
     five or  fewer  individuals  (as  defined  in the Code to  include  certain
     entities)  during  the  last  half  of a  taxable  year;  (ii)  the  Equity
     Securities  must be  beneficially  owned by 100 or more  persons  during at
     least  335 days of a taxable  year of 12  months or during a  proportionate
     part  of  a  shorter  taxable  year;  and  (iii)  certain   percentages  of
     AmREIT-Texas' gross income must come from certain activities.

          To ensure that five or fewer  individuals  do not own more than 50% in
     value of the outstanding  Equity Securities,  AmREIT-Texas'  Declaration of
     Trust will provide generally that no holder may own, or be deemed to own by
     virtue of certain attribution provisions of the Code, more than 9.0% of the
     issued and  outstanding  Common  Shares or more than 9.9% of the issued and
     outstanding  shares of any series of Preferred Shares,  except that H. Kerr
     Taylor,   the  Chairman  of  the  Board  and  Chief  Executive  Officer  of
     AmREIT-Texas, and certain related persons together may own, or be deemed to
     own, by virtue of certain  attribution  provisions  of the Code, up to 9.8%
     (the "Taylor Ownership Limit") of the issued and outstanding  Common Shares
     (collectively,  the "Ownership Limit").  The Board of Trust Managers,  upon
     receipt of a ruling from the IRS, an opinion of counsel,  or other evidence
     satisfactory to the Board of Trust Managers,  in its sole discretion,  will
     be permitted to waive or change,  in whole or in part,  the  application of
     the  Ownership  Limit with respect to any person that is not an  individual
     (as such term is used in Section 542(a)(2) of the Code). In connection with
     any such  waiver  or  change,  the  Board of Trust  Managers  will have the
     authority to require such representations and undertakings from such person
     or  affiliates  and to impose such other  conditions  as the Board of Trust
     Managers deems necessary,  advisable or prudent, in its sole discretion, to
     determine  the effect,  if any, of a proposed  transaction  or ownership of
     Equity  Securities on  AmREIT-Texas'  status as a REIT.  The Board of Trust
     Managers also will have the authority to reduce the Taylor Ownership Limit,
     with the  written  consent of Mr.  Taylor or his  successor-in-interest  or
     designee, after any transfer permitted by the Declaration of Trust.

          In addition,  the Board of Trust  Managers  will have the right,  from
     time to time, to increase the Common Shares Ownership Limit, except that it
     will not be permissible for the Board of Trust Managers (i) to increase the
     Ownership  Limit or create  additional  limitations if, after giving effect
     thereto, AmREIT-Texas would be "closely held" within the meaning of Section
     856(h) of the Code,  (ii) to increase  either the Common  Shares  Ownership
     Limit or the  Preferred  Shares  Ownership  Limit to a  percentage  that is
     greater than 9.9%, or (iii) to increase the Taylor Ownership  Limit.  Prior
     to any  modification of the Ownership  Limit or the Taylor  Ownership Limit
     with respect to any person, the Board of Trust Managers will have the right
     to require such opinions of counsel, affidavits, undertakings or agreements
     as it may deem necessary,  advisable or prudent, in its sole discretion, in
     order to determine or ensure AmREIT-Texas' status as a REIT.

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<page>

          Under  the  Declaration  of Trust,  the  Ownership  Limit  will not be
     automatically  removed even if the REIT  provisions of the Code are changed
     so as to no longer contain any ownership concentration limitation or if the
     ownership  concentration  limit is  increased.  In addition  to  preserving
     AmREIT-Texas'  status  as a REIT  for  federal  income  tax  purposes,  the
     Ownership  Limit may  prevent  any person or small  group of  persons  from
     acquiring control of AmREIT-Texas.

          The Declaration of Trust of AmREIT-Texas also will provide that if any
     issuance,  transfer or acquisition of Equity Securities (i) would result in
     a holder exceeding the Ownership Limit, (ii) would cause AmREIT-Texas to be
     beneficially  owned  by less  than  100  persons,  (iii)  would  result  in
     AmREIT-Texas  being  "closely held" within the meaning of Section 856(h) of
     the Code, or (iv) would otherwise  result in the failure of AmREIT-Texas to
     qualify as a REIT for  federal  income tax  purposes,  then such  issuance,
     transfer or acquisition  shall be null and void to the intended  transferee
     or holder (the "Prohibited  Owner"),  and the Prohibited Owner will acquire
     no rights to the  shares.  Pursuant  to the  Declaration  of Trust,  Equity
     Securities  owned,  transferred  or proposed to be transferred in excess of
     the  Ownership  Limit or which  would  otherwise  jeopardize  AmREIT-Texas'
     status as a REIT under the Code  ("Excess  Shares")  automatically  will be
     deemed  to have been  transferred  to a trustee  ("Trustee")  appointed  by
     AmREIT-Texas,  unaffiliated  with AmREIT-Texas and the Prohibited Owner, to
     serve  as  trustee  of a  charitable  trust  ("Charitable  Trust")  for the
     exclusive  benefit of one or more  nonprofit  organizations  designated  by
     AmREIT-Texas ("Charitable Beneficiary") such that the Excess Shares held in
     the Charitable Trust would not violate ownership  restrictions set forth in
     the  Declaration of Trust.  Such transfer to the Trustee shall be deemed to
     be  effective  as of the close of business on the business day prior to the
     purported  transfer  or other  event that  results in the  transfer  to the
     Charitable  Trust.  Excess  Shares held by the Trustee  shall be issued and
     outstanding  Equity Securities of AmREIT-Texas.  The Prohibited Owner shall
     have no rights in the Excess Shares,  shall not benefit  economically  from
     the Excess Shares, shall have no rights to dividends or other distributions
     associated  with the Excess Shares and shall not possess any rights to vote
     or other rights  attributable to the Excess Shares.  The Trustee shall have
     all voting rights and rights to dividends or other  distributions  to which
     such Excess  Shares are entitled with respect to such Excess Shares held in
     the  Charitable  Trust,  which rights shall be exercised  for the exclusive
     benefit of the Charitable  Beneficiary.  Any dividend or other distribution
     paid prior to the  discovery by  AmREIT-Texas  that Excess Shares have been
     deemed transferred to the Trustee shall be paid with respect to such Excess
     Shares to the Trustee  upon demand and any  dividend or other  distribution
     authorized but unpaid shall be paid when due to the Trustee.  Any dividends
     or distributions so paid over to the Trustee shall be held in trust for the
     benefit of the Charitable Beneficiary for distribution at such times as may
     be determined  by the Trustee.  The  Prohibited  Owner shall have no voting
     rights  with  respect to Excess  Shares held in the  Charitable  Trust and,
     subject to Texas law, effective as of the date that Excess Shares have been
     deemed transferred to the Trustee, the Trustee shall have the authority (i)
     to rescind as void any vote cast,  to the  extent  such  Excess  Shares are
     entitled  to  vote,  by a  Prohibited  Owner  prior  to  the  discovery  by
     AmREIT-Texas that Excess Shares have been deemed transferred to the Trustee
     and (ii) to recast such vote, to the extent such Excess Shares are entitled
     to vote,  in  accordance  with the  desires of the  Trustee  acting for the
     benefit of the Charitable Beneficiary. Within twenty (20) days of receiving
     notice  from  the   AmREIT-Texas   that  Excess  Shares  have  been  deemed
     Transferred to the Charitable  Trust,  the Trustee of the Charitable  Trust
     shall  sell the Excess  Shares  held in the  Charitable  Trust to a person,
     designated  by the Trustee,  whose  ownership of the Excess Shares will not
     violate the Ownership Limit or otherwise jeopardize AmREIT-Texas' status as
     a REIT  under the Code.  Upon such sale,  the  interest  of the  Charitable
     Beneficiary in the Excess Shares sold shall terminate and the Trustee shall
     distribute the net proceeds of the sale to the Prohibited  Owner and to the
     Charitable  Beneficiary as follows:  (i) The Prohibited Owner shall receive
     the  lesser of (1) the price  paid by the  Prohibited  Owner for the Excess
     Shares or, if the Prohibited Owner did not give value for the Excess Shares
     in  connection  with the event that resulted in the transfer of such Excess
     Shares to the  Charitable  Trust  (e.g.,  in the case of a gift,  devise or
     other such transaction),  the market price at the time of such gift, devise
     or other  transaction  which  resulted in the transfer of the Excess Shares
     and (2) the price per Excess Share (net of costs of sales)  received by the
     Trustee from the sale or other disposition of the Excess Shares held in the
     Charitable  Trust;  and (ii) Any net sales proceeds in excess of the amount
     payable to the Prohibited Owner shall be immediately paid to the Charitable
     Beneficiary.  If, prior to the discovery by AmREIT-Texas that Excess Shares
     have been deemed transferred to the Trustee, such Excess Shares are sold by

                                       6
<page>

     a  Prohibited  Owner,  then (i) such Excess  Shares shall be deemed to have
     been sold on behalf of the Charitable Trust and (ii) to the extent that the
     Prohibited Owner received an amount for such Excess Shares that exceeds the
     amount that such  Prohibited  Owner would have been  entitled to receive if
     such Excess  Shares had been sold by the Trustee  such excess shall be paid
     to the Trustee upon demand.  Excess Shares will be subject to repurchase by
     AmREIT-Texas  at its  election.  Excess Shares shall be deemed to have been
     offered  for sale to  AmREIT-Texas  or its  designee,  at a price per share
     equal to the  lesser of (i) the price  per  share in the  transaction  that
     resulted in such deemed  transfer to the Charitable  Trust (or, in the case
     of a devise or gift or event  other than a transfer  or  acquisition  which
     results in the deemed  transfer of Excess  Shares,  the market price at the
     time of such devise or gift or event  other than a transfer or  acquisition
     which results in the deemed  transfer of Excess Shares) and (ii) the market
     price of the  Excess  Shares  on the date  AmREIT-Texas,  or its  designee,
     accepts such offer.  AmREIT-Texas and its assignees shall have the right to
     accept such offer until the Trustee has  otherwise  sold the Excess  Shares
     held in the  Charitable  Trust.  Upon  such a sale to  AmREIT-Texas  or its
     designees,  the interest of the Charitable Beneficiary in the Excess Shares
     sold  shall  terminate  and the  Trustee  shall  distribute  all net  sales
     proceeds of the sale to the Prohibited Owner.

          If the  Board  of Trust  Managers  or any  duly  authorized  committee
     thereof shall at any time  determine in good faith that a transfer or other
     event has taken or is otherwise proposed to take place that results or will
     result in a  violation  of the  Ownership  Limit or  otherwise  jeopardizes
     AmREIT-Texas  status as a REIT under the Code,  the Board of Trust Managers
     or a  committee  thereof  shall take such action as it deems  advisable  to
     refuse to give  effect  to or to  prevent  such  transfer  or other  event,
     including,  without  limitation,  causing  AmREIT-Texas  to  redeem  Equity
     Securities,  refusing  to give  effect  to such  transfer  on the  books of
     AmREIT-Texas  or  instituting  proceedings to enjoin such transfer or other
     event;  provided,  however that any transfer or attempted transfer or other
     event in violation of the Declaration of Trust shall  automatically  result
     in the  transfer  to the  Charitable  Trust  described  above,  and,  where
     applicable,  such  transfer  (or  other  event)  shall be void ab initio as
     provided above  irrespective  of any action (or non-action) by the Board of
     Trust Managers or a committee thereof.

          Under the Declaration of Trust,  AmREIT-Texas will have the authority,
     at any  time,  to waive  the  requirement  that  Excess  Shares  be  deemed
     outstanding in accordance  with the provisions of the  Declaration of Trust
     if the fact that such Excess Shares is deemed to be outstanding  would,  in
     the opinion of nationally recognized tax counsel,  jeopardize the status of
     AmREIT-Texas as a REIT for federal income tax purposes.

          All certificates issued by AmREIT-Texas representing Equity Securities
     will bear a legend referring to the restrictions described above.

          The  Declaration of Trust of  AmREIT-Texas  also will provide that all
     persons who own, directly or by virtue of the attribution provisions of the
     Code,  more than 5.0% of the outstanding  Equity  Securities (or such lower
     percentage as may be set by the Board of Trust Managers), must give written
     notice to AmREIT-Texas  containing information specified in the Declaration
     of  Trust  no  later  than  January  30 of each  year.  In  addition,  each
     shareholder will be required,  upon demand,  to disclose to AmREIT-Texas in
     writing  such  information  with  respect  to  the  direct,   indirect  and
     constructive  ownership of shares as the Trust  Managers deem  necessary to
     comply with the  provisions  of the Code,  as  applicable  to a REIT, or to
     comply with the requirements of a governmental authority or agency.

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<page>

          The  ownership  limitations  described  above  may have the  effect of
     inhibiting or impeding  acquisitions  of control of AmREIT-Texas by a third
     party.  See "Certain  Provisions of the  Declaration  of Trust,  Bylaws and
     Texas Law," below.

     Certain  Provisions of the  Declaration of Trust and Bylaws of AmREIT-Texas
     and of Texas Law.

          The Declaration of Trust and the Bylaws of  AmREIT-Texas  will contain
     certain  provisions  that may inhibit or impede  acquisition  or  attempted
     acquisition of control of  AmREIT-Texas by means of a tender offer, a proxy
     contest  or  otherwise.   These  provisions,   which  are  like  those  for
     AmREIT-Maryland,  are  expected  to  discourage  certain  types of coercive
     takeover  practices and inadequate  takeover bids and to encourage  persons
     seeking to acquire  control of  AmREIT-Texas  to  negotiate  first with the
     Board  of Trust  Managers.  AmREIT-Texas  believes  that  these  provisions
     increase the likelihood that proposals initially will be on more attractive
     terms than would be the case in their  absence and increase the  likelihood
     of  negotiations,  which could  outweigh  the  potential  disadvantages  of
     discouraging  such proposals  because,  among other things,  negotiation of
     such proposals  might result in improvement of terms.  The  description set
     forth below is only a summary of the expected  terms of the  Declaration of
     Trust and the Bylaws (copies of which will be filed with the Securities and
     Exchange  Commission  following  completion  of  the  reorganization).  See
     "Description of Shares of AmREIT-Texas -- Ownership Limits and Restrictions
     on Transfer."

          NUMBER OF TRUST MANAGERS;  REMOVAL; FILLING VACANCIES. The Declaration
     of Trust will provide that the initial  number of trust  managers  shall be
     five (5) but that the number of trust managers will  thereafter be fixed by
     the Bylaws,  although  never less than three (3) nor more than nine (9). In
     addition,  the Bylaws will provide that, unless the Board of Trust Managers
     otherwise  determines,  any vacancies  (other than vacancies  created by an
     increase  in the  total  number  of trust  managers)  will be filled by the
     affirmative  vote of a majority of the remaining trust  managers,  although
     less than a quorum,  and any vacancies  created by an increase in the total
     number of trust managers may be filled by a majority of the entire Board of
     Trust Managers.  Accordingly, the Board of Trust Managers could temporarily
     prevent any shareholder from enlarging the Board of Trust Managers and then
     filling the new directorship with such shareholder's own nominees.

          The  Declaration  of Trust and the Bylaws also will provide that trust
     managers may be removed only for cause upon the affirmative vote of holders
     of at least  80% of the  entire  voting  power of all the  then-outstanding
     shares entitled to vote generally in the election of trust managers, voting
     together as a single class.

          RELEVANT FACTORS TO BE CONSIDERED BY THE BOARD OF TRUST MANAGERS.  The
     Declaration of Trust will provide that, in determining  what is in the best
     interest of AmREIT-Texas in evaluating a "business combination," "change in
     control"  or other  transaction,  a trust  manager  of  AmREIT-Texas  shall
     consider all of the relevant  factors,  which may include (i) the immediate
     and  long-term   effects  of  the   transaction  on  the   shareholders  of
     AmREIT-Texas, including shareholders, if any, who do not participate in the
     transaction; (ii) the social and economic effects of the transaction on the
     employees,  suppliers,  creditors and customers of AmREIT-Texas  and others
     dealing with  AmREIT-Texas  and on the  communities  in which  AmREIT-Texas
     operates and is located; (iii) whether the transaction is acceptable, based
     on the historical and current operating results and financial  condition of
     AmREIT-Texas; (iv) whether a more favorable price could be obtained for the
     shares or other  securities of AmREIT-Texas  in the future;  (v) the future
     value of the  securities  of  AmREIT-Texas;  (vii) any legal or  regulatory
     issues  raised by the  transaction;  and (viii) the business and  financial
     condition  and  earnings  prospects  of the other  party or  parties to the
     proposed transaction including,  without limitation, debt service and other
     existing  financial  obligations,  financial  obligations to be incurred in
     connection with the transaction, and other foreseeable financial objections
     of such other party or parties.  Pursuant to this  provision,  the Board of
     Trust  Managers  may  consider  subjective  factors  affecting  a proposal,
     including  certain  nonfinancial  matters,  and,  on  the  basis  of  these
     considerations,  may oppose a  business  combination  or other  transaction
     which, evaluated only in terms of its financial merits, might be attractive
     to some, or a majority, of the shareholders of AmREIT-Texas.

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<page>

          ADVANCE NOTICE PROVISIONS FOR SHAREHOLDER NOMINATIONS. The Bylaws will
     provide  for  an  advance  notice   procedure  for   shareholders  to  make
     nominations  of  candidates  for trust  manager  (the  "Shareholder  Notice
     Procedure").

          Pursuant to the  Shareholder  Notice  Procedure  only  persons who are
     nominated by, or at the direction of, the Board of Trust Managers,  or by a
     shareholder  who has  given  timely  written  notice  containing  specified
     information to the Secretary of AmREIT-Texas  prior to the meeting at which
     trust  managers  are to be elected,  will be eligible for election as trust
     managers of AmREIT-Texas. In general, for notice of shareholder nominations
     to be timely,  it will be a  requirement  that such  notice be  received by
     AmREIT-Texas  at least  ninety  (90)  days  prior to an annual  meeting  of
     shareholders  and within seven (7) days  following the date on which notice
     of a special meeting of shareholders to elect trust managers is first given
     to shareholders.

          The purpose of requiring  shareholders  to give  AmREIT-Texas  advance
     notice of nominations is to afford the Board of Trust Managers a meaningful
     opportunity to consider the qualifications of the proposed nominees and, to
     the extent deemed necessary or desirable by the Board of Trust Managers, to
     inform shareholders and make recommendations  about such nominees,  as well
     as to ensure an orderly procedure for conducting  meetings of shareholders.
     Although  the  Bylaws  will not give the Board of Trust  Managers  power to
     block shareholder  nominations for the election of trust managers, they may
     have the effect of  discouraging  a shareholder  from  proposing  nominees,
     precluding  a contest  for the  election of trust  managers  if  procedural
     requirements  are not met, and  deterring  third  parties  from  soliciting
     proxies for a non-management slate of trust managers, without regard to the
     merits of such slate.

          PREFERRED SHARES. The Declaration of Trust will authorize the Board of
     Trust  Managers to establish one or more series of Preferred  Shares and to
     determine,  with  respect to any  series of  Preferred  Shares,  the terms,
     rights,  restrictions,  qualifications  and other terms of such series. See
     "Description of Shares of AmREIT-Texas -- Preferred  Shares."  AmREIT-Texas
     believes  that the  ability of the Board of Trust  Managers to issue one or
     more series of Preferred  Shares will provide  AmREIT-Texas  with increased
     flexibility in structuring possible future financings and acquisitions, and
     in meeting other corporate needs.  The authorized  Preferred Shares will be
     available   for   issuance   without   further   action  by   AmREIT-Texas'
     shareholders, unless such action is required by applicable law or the rules
     of any stock exchange or automated  quotation system on which AmREIT-Texas'
     securities  may be listed or traded.  Although the Board of Trust  Managers
     has no present intention to do so, it could, in the future,  issue a series
     of Preferred Shares which, due to its terms, could impede a merger,  tender
     offer or other transaction that some, or a majority, of the shareholders of
     AmREIT-Texas  might  believe  to be in  their  best  interests  or in which
     shareholders might receive a premium over then prevailing market prices for
     their Common Shares.

          AMENDMENT  OF  DECLARATION  OF TRUST.  The  Declaration  of Trust will
     provide  AmREIT-Texas  reserves the right at any time and from time to time
     to  amend,   alter,  change  or  repeal  any  provision  contained  in  its
     Declaration of Trust and any other provisions authorized by the laws of the
     State of Texas at the time in force may be added or  inserted in the manner
     now or hereafter  prescribed in the  Declaration  of Trust or by applicable
     law,  and all rights,  preferences  and  privileges  of  whatsoever  nature
     conferred upon shareholders, trust managers or any other persons whomsoever
     by and pursuant to the  Declaration  of Trust are granted  subject to these
     rights; provided, however, that any amendment or repeal of certain articles
     of the  Declaration  of Trust  shall  not  adversely  affect  any  right or
     protection  existing  thereunder  immediately  prior to such  amendment  or
     repeal.

                                       9
<page>

          RIGHTS TO PURCHASE  SECURITIES AND OTHER PROPERTY.  The Declaration of
     Trust will authorize the Board of Trust Managers to create and issue rights
     entitling  the holders  thereof to  purchase  from  AmREIT-Texas  shares of
     beneficial interest or other securities or property. The times at which and
     terms upon which such rights are to be issued are within the  discretion of
     the Board of Trust  Managers.  This  provision  is  intended to confirm the
     authority  of the Board of Trust  Managers to issue share  purchase  rights
     which could have terms that would  impede a merger,  tender  offer or other
     takeover attempt, or other rights to purchase securities of AmREIT-Texas or
     any other entity.

          BUSINESS COMBINATIONS. The Declaration of Trust will establish special
     requirements with respect to "business  combinations"  (including,  but not
     limited  to, a  merger,  consolidation,  share  exchange,  or,  in  certain
     circumstances,  an asset transfer or issuance or reclassification of equity
     securities)  between  AmREIT-Texas  and any person who  beneficially  owns,
     directly or  indirectly,  10% or more of the voting power of  AmREIT-Texas'
     shares (an "Interested Shareholder"),  subject to certain exemptions. These
     provisions  will be  structured to  duplicate,  as nearly as possible,  the
     existing Maryland corporate statutes relating to business combinations.  In
     general,   the  Declaration  of  Trust  will  provide  that  an  Interested
     Shareholder  or  any  affiliate  thereof  may  not  engage  in a  "business
     combination"  with  AmREIT-Texas  for a period of five years  following the
     date he becomes an  Interested  Shareholder.  Thereafter,  pursuant  to the
     Declaration of Trust, such transactions will be required to be (i) approved
     by the Board of Trust  Managers of  AmREIT-Texas  and (ii)  approved by the
     affirmative vote of at least 80 percent of the votes entitled to be cast by
     outstanding  shares of voting stock of  AmREIT-Texas,  voting together as a
     single voting  group;  and  two-thirds of the votes  entitled to be cast by
     holders of voting  stock  other than  voting  stock held by the  interested
     shareholder  who will (or whose  affiliate will) be a party to the business
     combination or by an affiliate or associate of the interested  shareholder,
     voting  together  as  a  single  voting  group.  These  provisions  of  the
     Declaration of Trust will not apply, however, to business combinations that
     are  approved or exempted  by the Board of Trust  Managers of  AmREIT-Texas
     prior to the time that the  Interested  Shareholder  becomes an  Interested
     Shareholder.

          CONTROL SHARE ACQUISITIONS. The Declaration of Trust will provide that
     "control  shares" of AmREIT-Texas  acquired in a control share  acquisition
     have no voting rights except to the extent approved by a vote of two-thirds
     of the votes entitled to be cast by shareholders, excluding shares owned by
     the acquiror,  officers of AmREIT-Texas  and employees of AmREIT-Texas  who
     are  also  trust  managers  of  AmREIT-Texas.   These  provisions  will  be
     structured  to  duplicate,  as nearly as possible,  the  existing  Maryland
     corporate  statutes  relating to control share  acquisitions.  Accordingly,
     "control  shares" will be defined as shares which,  if aggregated  with all
     other  shares  previously  acquired  which the person is  entitled to vote,
     would entitle the acquiror to vote (i) 20% or more but less than one-third;
     (ii) one-third or more but less than a majority; or (iii) a majority of the
     outstanding  shares.  Control  shares  will  not  include  shares  that the
     acquiring  person is  entitled  to vote on the  basis of prior  shareholder
     approval.  A "control share acquisition" will be defined as the acquisition
     of control shares, subject to certain exemptions that will be enumerated in
     the Declaration of Trust.

          The  Declaration  of Trust will  provide that a person who has made or
     proposed  to make a  control  share  acquisition  and who  has  obtained  a
     definitive  financing  agreement with a responsible  financial  institution
     providing  for any amount of financing  not to be provided by the acquiring
     person may compel the Board of Trust  Managers  of  AmREIT-Texas  to call a
     special  meeting  of  shareholders  to be held  within 50 days of demand to
     consider  the voting  rights of the shares.  If no request for a meeting is
     made, the Declaration of Trust will permit  AmREIT-Texas  itself to present
     the question at any shareholders' meeting.

                                       10
<page>

          Pursuant  to the  Declaration  of  Trust,  if  voting  rights  are not
     approved at a  shareholders'  meeting or if the  acquiring  person does not
     deliver an acquiring  person  statement as required by the  Declaration  of
     Trust,  then, subject to certain conditions and limitations to be set forth
     in the Declaration of Trust, AmREIT-Texas will have the right to redeem any
     or all of the control shares, for fair value determined,  without regard to
     voting rights,  as of the date of the last control share  acquisition or of
     any meeting of  shareholders  at which the voting rights of such shares are
     considered  and not approved.  Under the  Declaration  of Trust,  if voting
     rights for control shares are approved at a shareholders'  meeting and as a
     result the  acquiror  would be  entitled  to vote a majority  of the shares
     entitled to vote, all other shareholders will have the rights of dissenting
     shareholders under the TRA. The Declaration of Trust also will provide that
     the fair value of the shares for purposes of such appraisal  rights may not
     be less  than the  highest  price  per share  paid by the  acquiror  in the
     control share acquisition, and that certain limitations and restrictions of
     the TRA otherwise applicable to the exercise of dissenters' rights will not
     apply.

          These  provision of the  Declaration of Trust will not apply to shares
     acquired in a merger,  consolidation or share exchange if AmREIT-Texas is a
     party to the transaction,  or if the acquisition is approved or excepted by
     the Declaration of Trust or Bylaws of AmREIT-Texas prior to a control share
     acquisition.

          OWNERSHIP  LIMIT.  The  limitation  on  ownership  of shares of Common
     Shares set forth in the Declaration of Trust of AmREIT-Texas could have the
     effect of discouraging offers to acquire AmREIT-Texas and of increasing the
     difficulty of consummating  any such offer.  See  "Description of Shares of
     AmREIT-Texas -- Ownership Limits and Restrictions on Transfer."

                                       11
<page>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

1.       Financial Statements of Businesses Acquired.

                  Not applicable.

2.       Pro Forma Financial Information.

                  Not applicable.

3.       Exhibits.

                  None.


                                                               SIGNATURE

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

                                                     AmREIT, Inc.



                                               By:          /s/ H. Kerr Taylor
                                                                H. Kerr Taylor
                                                                President

Dated:  December 23, 2002








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