UNITED STATES
                       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 20, 2004

                                     AMREIT
             (Exact name of Registrant as specified in its Charter)

             Texas                        0-28378               76-0410050
(State or other jurisdiction of      (Commission file        (I.R.S. Employer
 incorporation or organization)           number)         Identification Number)

               8 Greenway Plaza, Suite 1000, Houston, Texas 77046
               (Address of principal executive offices) (Zip Code)

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

                                 Not applicable
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)
[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)
[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))
[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))


Item 1.01. Entry into a Material Definitive Agreement

         On December 20, 2004, all contingencies in AmREIT's contract to acquire
a grocery-anchored shopping center consisting of 198,443 square-feet located on
approximately 23 acres were satisfied, and the agreement became enforceable
against AmREIT. The property, which is expected to be acquired on December 23,
2004, is being purchased for $38.8 million and is located in the greater
Dallas/Fort Worth, Texas area. The property will be acquired through the
assumption of $13.4 million of long term fixed rate debt with the remainder of
the purchase price to be paid in cash. The weighted average remaining lease term
for the project is eight years. The shopping center is 100 percent occupied. The
annual net operating income contribution to AmREIT is expected to be
approximately $2.64 million.


                                    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 hereunto duly authorized.

Date: December 20, 2004

                                        AMREIT

                                        By: /s/  Chad C. Braun
                                            ----------------------------
                                            Chad C. Braun
                                            Executive Vice President and
                                            Chief Financial Officer