SCHEDULE 14A
                                 (Rule 14a-101)
                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
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                     Exchange Act of 1934 (Amendment No. )

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    Rule 14a-11(c) or Rule 14a-12

                                     AMREIT
                (Name of Registrant as Specified in Its Charter)

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                                     AmREIT
                          8 Greenway Plaza, Suite 824
                              Houston, Texas 77046

                    Notice of Annual Meeting of Shareholders
                            To be Held June 13, 2003

To Our Shareholders:

         You are invited to attend the annual meeting of shareholders of
AmREIT, to be held at 8 Greenway Plaza, Suite 824, Houston, Texas, on Friday,
June 13, 2003, at 10:00 a.m., Houston time. The purpose of the meeting is to
vote on the following proposals:

         Proposal 1:       To elect five trust managers to serve for a one
                           year term, and until their successors are elected
                           and qualified.

         Proposal 2:       To approve an amendment to the Amended and
                           Restated Declaration of Trust to permit holders
                           of AmREIT class B common shares to vote on all
                           matters acted on by shareholders of AmREIT.

         Proposal 3:       To ratify an amendment to the Agreement and Plan
                           of Merger dated June 5, 1998 pursuant to which
                           AmREIT acquired American Asset Advisers Realty
                           Corporation, its former adviser, to extend the
                           period of time during which H. Kerr Taylor may earn
                           the balance of the consideration owed to him under
                           that agreement.

         Proposal 4:       To ratify the selection of KPMG LLP as our
                           independent auditors for the fiscal year ending
                           December 31, 2003.

         Proposal 5:       To transact any other business that may properly
                           be brought before the annual meeting or any
                           adjournments thereof.

         The board of trust managers has fixed the close of business on April
14, 2003 as the record date for determining shareholders entitled to notice of
and to vote at the annual meeting. A form of proxy card and a copy of our
annual report to shareholders for the fiscal year ended December 31, 2002 are
enclosed with this notice of annual meeting and proxy statement.

         Your proxy vote is important. Accordingly, you are asked to complete,
date, sign and return the accompanying proxy whether or not you plan to attend
the annual meeting. If you plan to attend the annual meeting to vote in person
and your shares are in the name of a broker or bank, you must secure a proxy
from the broker or bank assigning voting rights to you for your shares.

                            BY ORDER OF THE BOARD OF TRUST MANAGERS


                            /s/   H. Kerr Taylor
                            -----------------------------------------------
                            H. Kerr Taylor
                            Chairman of the Board, Chief Executive
                            Officer, and President

________, 2003
Houston, Texas





                                PROXY STATEMENT
                                ---------------

                         ANNUAL MEETING OF SHAREHOLDERS
                             Friday, June 13, 2003

AmREIT
8 Greenway Plaza, Suite 824
Houston, Texas

         The Board of Trust Managers of AmREIT is soliciting proxies to be used
at the 2003 annual meeting of shareholders to be held at 8 Greenway Plaza,
Suite 824, Houston, Texas, on Friday, June 13, 2003, at 10:00 a.m., Houston
time. This proxy statement, accompanying proxy and annual report to
shareholders for the fiscal year ended December 31, 2002 are first being mailed
to shareholders on or about April 21, 2003. Although the annual report is being
mailed to shareholders with this proxy statement, it does not constitute part
of this proxy statement.

Who Can Vote

         Only shareholders of record as of the close of business on April 14,
2003, are entitled to notice of and to vote at the annual meeting. As of April
14, 2003, we had ___________ class A common shares outstanding. Each
shareholder of record of the class A common shares on the record date is
entitled to one vote on each matter properly brought before the annual meeting
for each share held.

How You Can Vote

         Shareholders cannot vote at the annual meeting unless the shareholder
is present in person or represented by proxy. You are urged to complete, sign,
date and promptly return the proxy in the enclosed postage-paid envelope after
reviewing the information contained in this proxy statement and in the annual
report. Valid proxies will be voted at the annual meeting and at any
adjournments of the annual meeting as you direct in the proxy.

Revocation of Proxies

         You may revoke your proxy at any time prior to the start of the annual
meeting in three ways:

(1)      by delivering written notice to our Corporate  Secretary,  Charles C.
         Braun, at AmREIT, 8 Greenway Plaza, Suite 824, Houston, Texas 77046;

(2)      by submitting a duly executed proxy bearing a later date; or

(3)      by attending the annual meeting and voting in person.

         Voting by proxy will in no way limit your right to vote at the annual
meeting if you later decide to attend in person. If your shares are held in the
name of a bank, broker or other holder of record, you must obtain a proxy,
executed in your favor, to be able to vote at the annual meeting. If no
direction is given and the proxy is validly executed, the shares represented by
the proxy will be voted as recommended by our board of directors. The persons
authorized under the proxies will vote upon any other business that may
properly come before the annual meeting according to their best judgment to the
same extent as the person delivering the proxy would be entitled to vote. At
the time of mailing this proxy statement, we do not anticipate that any other
matters would be raised at the annual meeting.




Required Vote

         The presence, in person or represented by proxy, of the holders of a
majority of our class A shares (_______ shares) entitled to vote at the annual
meeting is necessary to constitute a quorum at the annual meeting. However, if
a quorum is not present at the annual meeting, a majority of the shareholders,
present in person or represented by proxy, have the power to adjourn the annual
meeting until a quorum is present or represented.

         The affirmative vote of the holders of a majority of the class A
common shares present in person or represented by proxy is required to elect
trust managers.

         The affirmative vote of the holders of a majority of the class A
common shares present in person or represented by proxy is required to approve
all other matters to be voted upon at our annual meeting.

         Votes cast by proxy or in person will be counted by two persons
appointed by the Company to act as inspectors for the annual meeting. The
election inspectors will treat shares represented by proxies that reflect
abstentions as shares that are present and entitled to vote for the purpose of
determining the presence of a quorum and of determining the outcome of any
matter submitted to the shareholders for a vote; however, abstentions will not
be deemed outstanding and, therefore, will not be counted in the tabulation of
votes cast on proposals presented to shareholders.

         The Texas Real Estate Investment Trust Act and the Company's Bylaws do
not specifically address the treatment of abstentions and broker non-votes. The
election inspectors will treat shares referred to as "broker non-votes" (i.e.,
shares held by brokers or nominees as to which instructions have not been
received from the beneficial owners and as to which the broker or nominee does
not have discretionary voting power on a particular matter) as shares that are
present and entitled to vote for the purpose of determining the presence of a
quorum. However, for the purpose of determining the outcome of any matter as to
which the broker or nominee has indicated on the proxy that it does not have
discretionary authority to vote, those shares will be treated as not present
and not entitled to vote with respect to that matter (even though those shares
are considered entitled to vote for quorum purposes and may be entitled to vote
on other matters). Brokers will not have discretion to vote on the amendment to
the Merger Agreement (as described under Proposal Three). As a result, any
failure by a shareholder to instruct his or her broker as to how to vote on the
proposed amendment will have the same effect as a "No" vote.

Cost of Proxy Solicitation

         The cost of soliciting proxies will be borne by us. Proxies may be
solicited on our behalf by our directors, officers or employees in person, by
telephone, facsimile or by other electronic means.

         In accordance with SEC regulations, we will also reimburse brokerage
firms and other custodians, nominees and fiduciaries for their expenses
incurred in sending proxies and proxy materials and soliciting proxies from the
beneficial owners of shares of our common stock.


                                       2




                           GOVERNANCE OF THE COMPANY

         Pursuant to our declaration of trust and our bylaws, our business,
property and affairs are managed under the direction of our board of trust
managers. Members of our board are kept informed of our business through
discussions with the chairman of the board and officers, by reviewing materials
provided to them and by participating in meetings of our board and its
committees. During our 2002 fiscal year, our board of trust managers held five
meetings. No trust managers attended less than 75% of the total number of board
of trust managers and committee meetings.

Committees of the Board of Trust Managers



                                  Audit        Compensation
        Name                    Committee       Committee
        ----                    ---------       ---------
                                          
H. Kerr Taylor*
Robert S. Cartwright, Jr.           x
G. Steven Dawson                    x                x
Bryan L. Goolsby                                     x
Philip Taggart                      x                x
-------


*   Chairman of the Board

         During our 2002 fiscal year, our board of trust managers had two
standing committees: an audit committee and a compensation committee. We do not
have a nominating and corporate governance committee.

         The audit committee consists of three independent trust managers,
Robert S. Cartwright, Jr., Philip Taggart, and Steven Dawson. The functions of
the audit committee include recommending to our board the appointment of
independent auditors, approving the services provided by the independent
auditors, reviewing the range of audit and non-audit fees and considering the
adequacy of our internal accounting controls.

         The compensation committee consists of three independent directors,
Steven Dawson, Bryan Goolsby and Philip Taggart. The functions of the
compensation committee include establishing the compensation of executive
officers and key employees and administering management incentive compensation
plans.

Compensation of Trust Managers

         During our 2002 fiscal year, each non-employee trust managers received
a monthly fee of $1,000 for their services and a meeting fee of $1,000 per
meeting attended in person, a meeting fee of $500 per meeting attended by
telephone and a committee meeting fee of $500 per meeting attended in person or
by telephone. Additionally, each non-employee trust manager receives a grant of
2,000 restricted class A common shares in February of each year in which they
serve on the board. On February 15, 2003, each of Messrs. Cartwright, Dawson,
Goolsby and Taggart received a grant of 2,000 restricted class A common shares.
The stock vests 33% immediately at date of grant, 33% on the first anniversary
of date of grant and 34% on the second anniversary of date of grant.


                                        3




                     SHARE OWNERSHIP OF MAJOR SHAREHOLDERS,
                         TRUST MANAGERS AND MANAGEMENT

         The following table sets forth certain information regarding the
beneficial ownership of our common shares as of April 14, 2003 by (1) each
person known by us to own beneficially more than 5% of our outstanding class A
common shares, (2) all current trust managers, (3) each current named executive
officer, and (4) all current trust managers and current named executive
officers as a group. Unless otherwise indicated, the shares listed in the table
are owned directly by the individual, or by both the individual and the
individual's spouse. Except as otherwise noted, the individual had sole voting
and investment power as to shares shown or, the voting power is shared with the
individual's spouse.


                                                 Amount of Nature of                     Percent of Class A
      Name                                       Beneficial Ownership                      Common Shares
      ----                                       --------------------                   --------------------
                                                                                  
H. Kerr Taylor                                          580,096                                21.43%
Robert S. Cartwright                                      8,166                                   *
G. Steven Dawson                                          6,000                                   *
Bryan L. Goolsby                                          6,000                                   *
Philip Taggart                                            6,800                                   *
Charles C. Braun                                         18,664                                   *
All trust managers and executive                        625,726                                23.12%
   officers as a group
---------


*        Less than 1%.

                                   MANAGEMENT



        Name                            Age                     Principal Occupation
        ----                            ---                     --------------------
                                           
H. Kerr Taylor*                          52      Chairman of the Board, Chief Executive Officer and President
Charles C. Braun*                        31      Treasurer, Secretary and Chief Financial Officer
Jim O'Neill                              40      Corporate Controller
Wade Greene                              45      Senior Vice President
Jason Lax                                30      Vice President
Todd McDonald                            29      Vice President
Preston Cunningham                       26      Acquisitions Manger
Kirby Dixon                              45      Regional Sales Manager
Jeff Noblin                              37      Regional Sales Manager
David M. Thailing                        32      Vice President - Sales
Neize Ferreira                           34      Marketing Manager

----------------------------
* Executive Officers


Business Experience

         For a description  of the business  experience of Mr.  Taylor,
see "Election of Trust Managers" above.

         Charles C. Braun - Mr. Braun serves as our Executive Vice President,
Treasurer and Secretary. Mr. Braun oversees the financial accounting and
reporting and is responsible for AmREIT's capital formation, debt placement and
joint venture initiatives. Mr. Braun received a B.B.A degree in accounting and
finance from Hardin Simmons University and subsequently earned the CPA
designation and his Series 63, 7, 24, and 27 securities licenses. He has over
nine years of accounting and real estate experience, including five years with


                                       4




Ernst & Young, LLP. At Ernst & Young, LLP, Mr. Braun served as a manager in the
real estate advisory services group and has provided extensive consulting and
audit services to a number of Real Estate Investment Trusts and private real
estate companies. These services included financial statement audits, portfolio
acquisition and disposition, real estate portfolio management, merger
integration and process improvement, financial analysis and due diligence. Mr.
Braun is a member of the National Association of Real Estate Investment Trusts,
Financial Planning Association, and the Texas Society of Certified Public
Accountants.

         Jim O'Neill - Mr. O'Neill serves as Corporate Controller and oversees
the daily accounting activities of AmREIT and its affiliated partnerships, debt
placement and project financial reporting. Additionally, he is directly
involved in the SEC and financial reporting and supervises the accounting
department. Mr. O'Neill is a graduate of Texas A&M University, where he
received his B.B.A in accounting and subsequently earned the CPA designation.
Mr. O'Neill has 15 years of experience in financial accounting and reporting.
Prior to joining AmREIT, Mr. O'Neill served as controller at Continental Emsco
in Houston, Texas, Wedge Energy Group in Houston, Texas and Markborough
Development Company in Denver Colorado.

     Wade Greene.  Mr. Greene  serves as Senior Vice  President and oversees the
business  development  and growth of the company's  third party  brokerage.  Mr.
Greene has 20 years of experience in the real estate investment banking/services
industry and has successfully  developed and implemented  investment  strategies
and capital market  transactions.  He has managed over a billion dollars of real
estate  investment,  lease and development  transactions.  Mr. Greene received a
B.S. in Economics  from the  University  of South Alabama and is a licensed Real
Estate Broker, a Certified Commercial  Investment Member and holds a NASD Series
7 license.

     Todd  McDonald.  Mr.  McDonald  serves as Vice  President  and oversees the
analysis,  marketing,  and sales process  related to properties  currently being
marketing by the Company.  Mr. McDonald received his B.S. in Business  Economics
from  Wofford  College.  Mr.  McDonald  has real estate  experience  in which he
reviewed property level financial  statements,  produced project proformas,  and
provided  analysis on acquisition  and  disposition  prospects.

     Jason Lax. Mr. Lax serves as Vice  President  and oversees all  development
and construction  projects.  Mr. Lax has nationwide experience in the commercial
construction   industry  obtained  from  previous   employment  with  ExxonMobil
Corporation and Trammell Crow Company.  During his career, he has managed over a
hundred projects valued over $150 million from grassroots  development  projects
to minor remodeling  projects and has been involved in all phases of development
from conceptual site plan  preparation to project  turnover after  completion of
construction.  Mr. Lax received a B.S. in Mechanical Engineering from Texas Tech
University  and has  received his  Engineer In Training  certification  from the
Texas Board of Professional  Engineers.  He is also a Texas licensed Real Estate
Salesperson.

     Preston Cunningham,  JD. Mr. Cunningham serves as our Acquisitions  Manager
for existing  retail  properties and land suitable for infill  development.  Mr.
Cunningham  received a B.B.A.  degree in Financial  Planning  and Services  from
Baylor  University and Doctor of Jurisprudence  from South Texas College of Law.
Mr.  Cunningham has  significant  real estate  experience  with The Howard Smith
Company,  Albritton Properties and Community Bank and Trust. Mr. Cunningham is a
member of the American Bar  Association.


                                       5





     Kirby Dixon, Series 7, 24, 65 Securities Licenses-Insurance Group I and IV.
Mr. Dixon serves as Regional Sales Manager. Mr. Dixon's responsibilities include
building,   developing  and  maintaining  our  relationship  with  Broker-Dealer
representatives  with the  purpose  of raising  capital  to fund our  investment
programs.  Mr. Dixon  attended The University of Houston and has twelve years of
experience in the financial  services  industry with Bank of America  Securities
and Raymond James Financial  Services  serving as a branch manager and financial
representative  to over three hundred  individual and small business  clients in
the Greater  Houston area.

     Jeff Noblin,  MBA,  Series 7, 63, 65 and 31. Mr.  Noblin serves as Regional
Sales  Manager.   He  is  responsible  for  raising  capital  through  the  NASD
marketplace into our company-sponsored  programs. Mr. Noblin received his B.B.A.
degree  in  Marketing,  with  a  minor  in  Sociology,  from  Mississippi  State
University.  He received his MBA in Finance from Texas A&M University.  Prior to
joining AmREIT,  Mr. Noblin served in a managerial  capacity at Dillards Company
and Environmental  Designs and Construction,  Inc. He also served as a Financial
Planner at Morgan Stanley Dean Witter.

     David M.  Thailing  MBA,  Series 63, 65. As the East Coast  Regional  Sales
Manager,  Mr. Thailing is responsible  for raising capital for AmREIT  sponsored
investment  programs  through the NASD  marketplace.  Mr. Thailing  received his
B.B.A.  degree in management  from Southern  Methodist  University  and earned a
Masters of Business from the Jones Graduate School at Rice University.  Prior to
joining  AmREIT,  Mr.  Thailing  gained  financial  consulting  experience as an
associate with Andersen's Corporate Finance and Restructuring  practice. He also
has five years of  experience  as a financial  advisor and public  speaker  with
PaineWebber.

     Neize Ferreira. Mrs. Ferreira serves as Marketing Manager. She oversees and
coordinates the production of marketing materials and information throughout the
marketplace  and is  responsible  for both internal and external  communications
regionally  and  nationally  for the  company.  Mrs.  Ferreira  attended the New
Orleans  Baptist  Theological  Seminary and has over 15 years of  marketing  and
public relations experience. Having worked with Principal Financial Services and
Harris Research Inc. she brings her expertise in marketing strategy and research
to the table. She also has extensive  practical hands-on  experience as an owner
of a small business.


Compensation of Executive Officers



                                                 Annual Compensation                     Long-Term Compensation
                                                                                                 Awards
                                                                                    
                                                                                       Securities
                                                                      Other Annual     Underlying       All Other
Name and Principal Position     Year       Salary      Cash Bonus     Compensation      Options       Compensation
---------------------------     ----       ------      ----------     ------------      -------       ------------
 H. Kerr Taylor                 2002      $175,000      $122,500       $52,914(1)          ---            (4)
 Chief Executive Officer and    2001      $175,000     $  61,250       $28,878(1)          ---            ---
 President                      2000      $102,500           ---          ---              ---            ---
 Chad C. Braun                  2002      $115,000       $49,750       $21,488(2)          ---        $99,996(3),(4)
 Executive Vice President and   2001      $ 85,000       $17,500       $ 8,251(2)          ---            ---
 Chief Financial Officer        2000      $ 82,500        $7,125          ---              ---            ---


---------

(1)      Mr. Taylor was granted 8,333 and 3,122 common shares as part of his
         bonus for 2002 and 2001, respectively. The restrictions on these
         shares lapse equally over a four year period beginning on February 15,
         2003 and equally over a three year period beginning February 15, 2002.


                                       6





(2)      Mr. Braun was granted 3,384 and 892 common shares as part of his bonus
         for 2002 and 2001, respectively. The restrictions on these shares
         lapse equally over a four year period beginning on February 15, 2003
         and equally over a three year period beginning on February 15, 2002.

(3)      Mr. Braun was granted 14,388 common shares as a bonus related to the
         completion of the merger of three affiliated investment funds with the
         Company, completed in 2002. The restrictions on these shares lapse
         equally over a four year period beginning on February 15, 2003.

(4)      Mr. Taylor and Mr. Braun were assigned 45% and 5%, respectively, in
         the income and cash flow of the general partner of AAA CTL Notes,
         Ltd., which is comprised of a portfolio of seventeen IHOP properties.
         Mr. Taylor's interest is 100% vested immediately. Mr. Braun's interest
         vests 100% on February 15, 2008. The value of the assigned interest
         can not be determined or estimated at this time.


Employment Agreements

         The Company does not have employment contracts with any of its key
executives or employees.

            SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our trust managers and executive officers and persons who own more
than 10% of a registered class of our equity securities, to file reports of
holdings and transactions in our securities with the SEC. Executive officers,
trust managers and greater than 10% beneficial owners are required by
applicable regulations to furnish us with copies of all Section 16(a) forms
they file with the SEC.

         Based solely upon a review of the reports furnished to us with respect
to our 2002 fiscal year, we believe that all SEC filing requirements applicable
to our trust managers and executive officers were satisfied.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On June 5, 1998, our shareholders voted to approve an agreement and
plan of merger (the "Merger Agreement") with American Asset Advisers Realty
Corporation (the "Former Adviser"), whereby Mr. Taylor, the sole shareholder of
the Former Adviser, agreed to exchange 100% of the outstanding common stock of
the Former Adviser for up to 900,000 of our common shares. As a result of the
merger, we became a fully integrated, self-administered real estate investment
trust. Effective June 5, 1998, we issued Mr. Taylor 213,260 shares of common
stock and he deferred the right to receive the remaining 686,740 common shares
until certain goals were achieved following the merger. The Merger Agreement
currently requires those goals to be met by June 2004. See "Proposal Two --
Amendment of the Merger Agreement." As a result of the merger of AAA Realty
Fund IX, AAA Net Realty Fund X and AAA Net Realty Fund XI into the Company,
completed on July 23, 2003, the Company issued to Mr. Taylor an additional
302,281 class A common shares on September 19, 2002. Since July 23, 2002, Mr.
Taylor has not earned any of the remaining 384,459 class A common shares
payable to him pursuant to the terms of the Merger Agreement.


                                       7





                                  PROPOSAL ONE
                           ELECTION OF TRUST MANAGERS

         At the annual meeting, five trust managers will be elected by the
shareholders, each trust manager to serve until his successor has been duly
elected and qualified, or until the earliest of his death, resignation or
retirement.

         The persons named in the enclosed proxy will vote your shares as you
specify on the enclosed proxy form. If you return your properly executed proxy
but fail to specify how you want your shares voted, the shares will be voted in
favor of the nominees listed below. Our board of trust managers has proposed
the following nominees for election as trust managers at the annual meeting.

Nominees

         H. Kerr Taylor - Mr. Taylor has been our chairman of the board of
trust managers, chief executive officer and president since August 1993. Mr.
Taylor was president, director and sole shareholder of American Asset Advisers
Realty Corp. from 1989 to June 1998. Mr. Taylor has a bachelor's degree from
Trinity University, a Masters of Business Degree from Southern Methodist
University and a Doctor of Jurisprudence from South Texas College of Law. Mr.
Taylor has over twenty-five years experience and has participated in over 300
real estate transactions. Mr. Taylor has served on a board and governing bodies
of a bank, numerous private and public corporations and charitable
institutions. Mr. Taylor is a member of the National Board of Realtors, the
Texas Association of Realtors and the Texas Bar Association.

         Robert S. Cartwright, Jr. - Mr. Cartwright has been a trust manager or
a director of our predecessor since 1993. Mr. Cartwright earned a bachelor's
degree magna cum laude in Applied Mathematics from Harvard College in 1971 and
a doctoral degree in Computer Science from Stanford University in 1977. Mr.
Cartwright is a Professor of Computer Science at Rice University and has been a
member of the Rice faculty since 1980 and twice served as department Chair. Mr.
Cartwright has compiled an extensive record of professional service. He is a
Fellow of the Association for Computing Machinery (ACM) and chair of the ACM
Pre-College Education Committee. He is also a member of the board of directors
of the Computing Research Association, an umbrella organization representing
academic and industrial computing researchers. Mr. Cartwright has served as a
charter member of the editorial boards of two professional journals and has
chaired several major ACM conferences. From 1991-1996, he was a member of the
ACM Turing Award Committee, which selects the annual recipient of the most
prestigious international prize for computer science research.

         G. Steven Dawson - Mr. Dawson has been a trust manager or a director
of our predecessor since 2000. Since 1990, Mr. Dawson has served as senior vice
president and chief financial officer of Camden Property Trust (NYSE:CPT), a
public real estate company, which specializes in the acquisition, development,
and management of over 159 apartment communities throughout the United States,
with major concentrations in Dallas, Houston, Las Vegas, Denver, Southern
California, and the Tampa/Orlando areas. Prior to 1990, Mr. Dawson served in
various related capacities with companies involved in commercial real estate
including land and office building development as well as the construction and
management of industrial facilities located on airports throughout the country.
Mr. Dawson currently serves on the boards of US Restaurant Properties, Inc.
(NYSE:USV) and His Grace Foundation.


                                       8





         Bryan L. Goolsby - Mr. Goolsby has been a trust manager or a director
of our predecessor since 2000. Mr. Goolsby has a bachelor's degree from Texas
Tech University and a Doctor of Jurisprudence from the University of Texas. Mr.
Goolsby is the Managing Partner of Locke Liddell & Sapp LLP, and has practiced
in the area of corporate and securities since 1977. Mr. Goolsby is a associate
member of the Board of Governors of the National Association of Real Estate
Investment Trusts and is a member of the National Multi-Family Housing
Association and the Pension Real Estate Association. Mr. Goolsby is currently a
director, Associate Board of Directors, Edwin L. Cox School of Business,
Southern Methodist University and is a member of the board of the Junior
Achievement of Dallas. Mr. Goolsby is also a director of Web-Real-Estate, Inc.

         Philip Taggart - Mr. Taggart has been a trust manager or a director of
our predecessor since 2000. Mr. Taggart has specialized in investor relations
activities since 1964 and is the president and chief executive officer of
Taggart Financial Group, Inc.   He is the co-author of the book Taking Your
Company Public, and has provided communications services for 58 initial public
offerings, more than 200 other new issues, 210 mergers and acquisitions, 3,500
analyst meetings and annual and quarterly reports for over 25 years. Mr.
Taggart serves on the boards of International Expert Systems, Inc. and Salon
Group International and served on the board of the Foundation of Texas State
Technical College for 10 years. A distinguished alumnus of the University of
Tulsa, he also has been a university instructor in investor relations at the
University of Houston.

         The board of trust managers unanimously recommends that you vote FOR
the election of trust managers as set forth in Proposal One. Proxies solicited
by the board of directors will be so voted unless you specify otherwise in your
proxy.


                             AUDIT COMMITTEE REPORT

         The audit committee has reviewed and discussed the audited financial
statements with management and KPMG LLP, our independent auditors. The audit
committee has also discussed with the independent auditors the matters required
to be discussed by Statement on Auditing Standards No. 61, written
communication from the independent auditors required by Independence Standards
Board Standard No. 1, and has discussed their independence with the independent
auditors. Based upon these reviews and discussions, the audit committee
recommended to the board of directors that the audited financial statements be
included in our Annual Report on Form 10-KSB for the fiscal year ended December
31, 2002 for filing with the SEC.

         Based on the foregoing review and discussions and relying thereon, we
have recommended to the Company's Board of Trust Managers that the audited
financial statement for the year ended December 31, 2002 be included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2002 for
filing with the Securities and Exchange Commission.

         The members of the audit committee are independent, as independence is
defined in Rule 4200(a)(15) of the National Association of Securities Dealers'
Listing Standards.

         The audit committee also recommended the appointment, subject to
shareholder ratification, of KPMG LLP as our independent auditors for 2003 and
the board of trust managers concurred with such recommendation.

         This section of the proxy statement is not deemed "filed" with the SEC
and is not incorporated by reference into our Annual Report on Form 10-KSB.


                                       9





         This audit committee report is given by the following members of the
audit committee:

                                   Robert S. Cartwright, Jr.
                                   Philip Taggart
                                   G. Steven Dawson



                                  PROPOSAL TWO
                       AMENDMENT OF DECLARATION OF TRUST

         AmREIT's Amended and Restated Declaration of Trust (the "Declaration
of Trust") currently only permit holders of AmREIT's Class B common shares to
vote on matters specified in the Declaration of Trust, which consist primarily
of matters pertaining to material changes to the rights and preferences of the
class B common shares.  Management has held numerous discussions with potential
financing sources and many of these financing sources expressed concern over
the voting control Mr. Taylor continues to have over AmREIT.  At April 14,
2003, Mr. Taylor owned 21.43% of the class A common shares, which are currently
AmREIT's only voting securities.  In order to alleviate these concerns and to,
thereby, make AmREIT a potentially more attractive financing vehicle, the
board of trust managers is recommending that the holders of class A shares
approve the following amendment to the Declaration of Trust:

         The first sentence of Section 4D of the Declaration of Trust is
hereby deleted and replaced in its entirety with the following sentence:

           Except as otherwise expressly provided in this Declaration
           of Trust or as required by law, each holder of class B
           common shares shall be entitled to vote on all matters to
           be acted upon by the shareholders of the Trust.

         The board of trust managers unanimously recommends that you vote
FOR this proposal.  Proxies solicited by the trust managers will be so voted
unless you specify otherwise in your proxy.


                                  PROPOSAL THREE
                         AMENDMENT OF MERGER AGREEMENT

         The terms of the Merger Agreement, pursuant to which we acquired the
Former Adviser in July 1998, provided for the issuance to Mr. Taylor of 213,260
common shares upon the closing of the Merger and for the issuance of Mr. Taylor
of up to 686,740 additional common shares (the "Deferred Shares"), the receipt
of which he deferred under the terms of the Merger Agreement. The terms of the
Merger Agreement provide that the Deferred Shares are to be paid out to Mr.
Taylor, quarterly, in amounts equal to 9.8% of the increase in the total number
of our common shares outstanding at the end of each fiscal quarter over the
number of shares outstanding at the end of the prior fiscal quarter. The
current terms of the Merger Agreement provide that such payments shall be made
until the earlier of the payment in full of the Deferred Shares or the end of
the 24th consecutive quarter following the closing of the Merger. As a result,
the termination date for the payment of the Deferred Shares is currently June
4, 2004 (the "Termination Date").

         In July 2002, we completed the merger of AAA Net Realty Fund IX, AAA
Net Realty Fund X and AAA Net Realty Fund XI (collectively, the "Funds") into
the Company. In consideration for the partnership interests of the partners in
each of these Funds, we issued an aggregate of 2,600,327 class B common shares.
As a result, at the end of the September 30, 2002 fiscal quarter, we had
5,263,005 common shares outstanding, including 302,281 Deferred Shares that
were issued to Mr. Taylor on September 9, 2002 pursuant to the terms of the
Merger Agreement. No other Deferred Shares have been issued since that date,
and as of the date of the Proxy Statement, there are still 384,459 Deferred
Shares remaining to be earned and issued.


                                       10




         It was the intention of the Company that the structure of the payment
of the Deferred Shares would incentivize Mr. Taylor to develop plans to acquire
additional assets and to do so, in part, directly or indirectly, through the
issuance of additional equity. The board of trust managers believes this
performance based payout structure continues to provide benefits to the
Company's shareholders, as evidenced by the successful completion of the recent
merger of the Funds into the Company. The board also believes that it is
important to provide Mr. Taylor and the rest of the Company's management team
sufficient time to implement their growth plans and not to penalize Mr. Taylor
through the loss of the remaining Deferred Shares for being prudent in
designing and implementing the Company's growth strategy. As a result, the
board of trust managers has unanimously approved (with Mr. Taylor abstaining)
amending the Merger Agreement to (1)extend the Termination Date for the issuance
of Deferred Shares from June 4, 2004 to June 6, 2006 and (2) change the quarter
end calculation for purposes of determining the number of Deferred Shares, if
any, to be issued to Mr. Taylor to include all outstanding equity securities of
AmREIT at the end of each fiscal quarter, including both common shares and
preferred shares (together, the "Amendment"). The board of trust managers
believes this additional time will provide Mr. Taylor with the continued
incentive to increase the size of the Company, but will allow management the
time to do so in a manner so as to optimize the returns the Company receives
from the equity issued to finance the growth plans.

         While the terms of the Merger Agreement do not expressly require
shareholder approval of any amendments to the agreement, the board of trust
managers nevertheless has determined that it is in the best interest of the
shareholders to seek their ratification of the Amendment. The affirmative vote
of the holders of a majority of the class A common shares present in person or
by proxy is required to ratify the Amendment.

         The board of trust managers (other than Mr. Taylor) unanimously
recommends that you vote FOR this proposal. Proxies solicited by the trust
managers will be so voted unless you specify otherwise in your proxy.


                                       11






                                 PROPOSAL FOUR
                      RATIFICATION OF INDEPENDENT AUDITORS

         Based upon the recommendation of the audit committee, the shareholders
are urged to ratify the appointment by our audit committee of KPMG LLP as
independent auditors for the fiscal year ending December 31, 2003. KPMG has
served as our independent auditor since November 2002 and is familiar with our
affairs and financial procedures. Representatives of KPMG are not expected to
be present at the annual meeting.

Principal Accounting Firm Fees

         Aggregate fees billed to the Company for the year ended December 31,
2002 by the Company's principal accounting firm, KPMG LLP were as follows:


                                                  
        Audit Fees                                             $75,000
        Financial Information Systems
             Design and Implementation Fees                       -0-
        All Other Fees                                         $  -0-
                                                        ======================
                                                        ======================

             Total Fees                                        $75,000



         The Audit Committee has determined that the provision of the services
included within "Financial Information Systems Design and Implementation Fees"
and "All Other Fees" to be compatible with maintaining the principal
accountant's independence.

         The board of trust managers unanimously recommends that you vote FOR
this proposal. Proxies solicited by the board of trust managers will be so
voted unless you specify otherwise in your proxy.

                             SHAREHOLDER PROPOSALS

         To be included in the proxy statement, any proposals of holders of
class A common shares of the Company intended to be presented at the annual
meeting of shareholders of the Company to be held in 2003 must be received by
the Company, addressed to Mr. Charles C. Braun, secretary of the Company, 8
Greenway Plaza, Suite 824, Houston, Texas, 77046, no later than February 15,
2004 and must otherwise comply with the requirements of Rule 14a-8 under the
Securities Exchange Act of 1934.


                                 ANNUAL REPORT

         We have provided without charge a copy of the annual report to
shareholders for fiscal year 2002 to each person being solicited by this proxy
statement. Upon the written request by any person being solicited by this proxy
statement, we will provide without charge a copy of the annual report on Form
10-KSB as filed with the SEC (excluding exhibits, for which a reasonable charge
shall be imposed). All requests should be directed to: H. Kerr Taylor, chairman
of the board, chief executive officer and president at AmREIT, 8 Greenway
Plaza, Suite 824, Houston, Texas 77046.


                                       12