content: 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) April 25, 2002
  
  
                           American Spectrum Realty, Inc.
  --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
  
  
  
  Maryland                           001-16785                           522258674
  --------------------------------------------------------------------------------
  (State or Other                   (Commission                   (I.R.S. Employer
  Jurisdiction of                   File Number)                    Identification
  incorporation)                                                              No.)
  
  
  
  
  
                7700 Irvine Center Drive, Suite 555, Irvine CA 92618
  --------------------------------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
  
  
  
                                   (949) 753-7111
                (Registrant's Telephone Number, Including Area Code)
  
  
  
  --------------------------------------------------------------------------------
           (Former Name or Former Address, If Changed Since Last Report.)
  
  
  
  <PAGE>
  
  
  ITEM 5.  OTHER EVENTS.
  
           Attached is a cover letter being sent to stockholders of American
  Spectrum Realty, Inc., which will accompany American Spectrum Realty, Inc.'s
  Annual Report on Form 10-K, which was placed in the mail to shareholders on
  April 25, 2002.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
  (c)  EXHIBITS.
  
  Exhibit  Description
  
  1.1      Cover letter to stockholders of American Spectrum Realty, Inc. dated
           April 2002
  
  
  
  
                                         2
  
  <PAGE>
  
  
                                     SIGNATURES
  
           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.
  
  
  
                                     AMERICAN SPECTRUM REALTY, INC.
  
  
  
  
                                     BY:     /s/ Harry A. Mizrahi
                                        --------------------------------------
                                        Name: Harry A. Mizrahi
                                        Title: Chief Operating Officer
  
  
  
  Date:  April 25, 2002
  
  
  
                                         3
  
  <PAGE>
  
                                     Exhibit 1.1
  
  April 2002
  
  Dear Stockholder:
  
  
  American Spectrum Realty, Inc., a real estate investment and management company,
  became a publicly  traded  company in 2001. We would like to extend our personal
  appreciation  to all of our  valued  employees,  the  members  of the  Board  of
  Directors,  and you, the  stockholders,  for providing  your support in reaching
  this first milestone.
  
  The  consolidation  of the Company's real estate  holdings and operations into a
  single corporation has been achieved:
  
       -     More  than   11,500   stockholders,   who  now  have  daily   trading
             opportunities  on the American  Stock  Exchange under the symbol AQQ,
             represent Company ownership.
       -     The  Company's  operating  efficiency  and synergy is symbolized by a
             cohesive corporate entity and strategy, a result of the consolidation
             of various companies and properties.
       -     The Company's  diversified and balanced portfolio totals in excess of
             3.6 million  square feet of high  quality  office,  office/warehouse,
             apartment  and retail  space and  represents  a variety of tenants in
             multiple markets.
       -     The  Company's  streamlined  operations,  both at the  corporate  and
             property  levels,  have maximized the  effectiveness of its full-time
             employees.
       -     The Company has better access to investment opportunities and to debt
             and equity  financing,  thereby  providing strong potential for asset
             and earnings growth. The Company has received positive reactions from
             Wall Street and other capital sources based upon its growth prospects
             and market platform.
  
  Many of the  Company's  goals have been  accomplished,  although much work still
  remains.  The Company's current priority is to sell and refinance certain of its
  property holdings in order to achieve better operating  results,  lower interest
  rates,  additional  capital for capital  expenditures and new asset growth.  The
  Company's  focus  for  growth  is  in  office  and  office/warehouse  investment
  opportunities in its core markets. The disposition of non-core assets continues,
  both by geographic  region and product type, and includes certain  apartment and
  retail properties, subject to market conditions.
  
  
  The Company's  management  team remains excited by its forecast for earnings and
  asset growth
  
  
  <PAGE>
  
  
  and is committed to enhancing stockholder value.
  
  Thank you for your continued support.
  
  Sincerely,
  
  
  
  William J. Carden
  Chairman, Chief Executive Officer and President
  
  
  
  
  
                                         2
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text: 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) April 25, 2002
  
                           American Spectrum Realty, Inc.
  --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
  Maryland                           001-16785                           522258674
  --------------------------------------------------------------------------------
  (State or Other                   (Commission                   (I.R.S. Employer
  Jurisdiction of                   File Number)                    Identification
  incorporation)                                                              No.)
  
                7700 Irvine Center Drive, Suite 555, Irvine CA 92618
  --------------------------------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
                                   (949) 753-7111
                (Registrant's Telephone Number, Including Area Code)
  
  --------------------------------------------------------------------------------
           (Former Name or Former Address, If Changed Since Last Report.)
  ITEM 5.  OTHER EVENTS.
  
           Attached is a cover letter being sent to stockholders of American
  Spectrum Realty, Inc., which will accompany American Spectrum Realty, Inc.'s
  Annual Report on Form 10-K, which was placed in the mail to shareholders on
  April 25, 2002.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
  (c)  EXHIBITS.
  
  Exhibit  Description
  
  1.1      Cover letter to stockholders of American Spectrum Realty, Inc. dated
           April 2002
  
                                         2
  SIGNATURES
  
           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.
  
                                     AMERICAN SPECTRUM REALTY, INC.
  
                                     BY:     /s/ Harry A. Mizrahi
                                        --------------------------------------
                                        Name: Harry A. Mizrahi
                                        Title: Chief Operating Officer
  
  Date:  April 25, 2002
  
                                         3
  Exhibit 1.1
  
  April 2002
  
  Dear Stockholder:
  
  American Spectrum Realty, Inc., a real estate investment and management company,
  became a publicly  traded  company in 2001. We would like to extend our personal
  appreciation  to all of our  valued  employees,  the  members  of the  Board  of
  Directors,  and you, the  stockholders,  for providing  your support in reaching
  this first milestone.
  
  The  consolidation  of the Company's real estate  holdings and operations into a
  single corporation has been achieved:
  
       -     More  than   11,500   stockholders,   who  now  have  daily   trading
             opportunities  on the American  Stock  Exchange under the symbol AQQ,
             represent Company ownership.
       -     The  Company's  operating  efficiency  and synergy is symbolized by a
             cohesive corporate entity and strategy, a result of the consolidation
             of various companies and properties.
       -     The Company's  diversified and balanced portfolio totals in excess of
             3.6 million  square feet of high  quality  office,  office/warehouse,
             apartment  and retail  space and  represents  a variety of tenants in
             multiple markets.
       -     The  Company's  streamlined  operations,  both at the  corporate  and
             property  levels,  have maximized the  effectiveness of its full-time
             employees.
       -     The Company has better access to investment opportunities and to debt
             and equity  financing,  thereby  providing strong potential for asset
             and earnings growth. The Company has received positive reactions from
             Wall Street and other capital sources based upon its growth prospects
             and market platform.
  
  Many of the  Company's  goals have been  accomplished,  although much work still
  remains.  The Company's current priority is to sell and refinance certain of its
  property holdings in order to achieve better operating  results,  lower interest
  rates,  additional  capital for capital  expenditures and new asset growth.  The
  Company's  focus  for  growth  is  in  office  and  office/warehouse  investment
  opportunities in its core markets. The disposition of non-core assets continues,
  both by geographic  region and product type, and includes certain  apartment and
  retail properties, subject to market conditions.
  
  The Company's  management  team remains excited by its forecast for earnings and
  asset growth
  and is committed to enhancing stockholder value.
  
  Thank you for your continued support.
  
  Sincerely,
  
  William J. Carden
  Chairman, Chief Executive Officer and President
  
                                         2