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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/20000801/0000950134-00-006142/0000950134-00-006142.txt : 20000921
<SEC-HEADER>0000950134-00-006142.hdr.sgml : 20000921
ACCESSION NUMBER:		0000950134-00-006142
CONFORMED SUBMISSION TYPE:	8-A12B/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20000801

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERICAN REALTY INVESTORS INC
		CENTRAL INDEX KEY:			0001102238
		STANDARD INDUSTRIAL CLASSIFICATION:	 [6510
]		IRS NUMBER:				752847135
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		8-A12B/A
			SEC ACT:		
			SEC FILE NUMBER:	001-15663
			FILM NUMBER:		683924
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		10670 NORTH CENTRAL EXPRESSWAY
				STREET 2:		SUITE 300
				CITY:			DALLAS
				STATE:			TX
				ZIP:			75231
				BUSINESS PHONE:		2147404700
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		10670 NORTH CENTRAL EXPRESSWAY
					STREET 2:		SUITE 300
					CITY:			DALLAS
					STATE:			TX
					ZIP:			75231
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-A12B/A
<SEQUENCE>1
<FILENAME>e8-a12ba.txt
<DESCRIPTION>AMENDMENT NO. 1 TO FORM 8-A 12(B)
<TEXT>

<PAGE>   1
      As filed with the Securities and Exchange Commission on August 1,2000
                               File No. 001-15663

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-A/A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         AMERICAN REALTY INVESTORS, INC.
             (Exact name of registrant as specified in its charter)



               NEVADA                                     75-2847135
(State of incorporation or organization)    (I.R.S. Employer Identification No.)


                         10670 NORTH CENTRAL EXPRESSWAY
                                    SUITE 600
                                DALLAS, TX 75231
                                 (214) 692-4700
          (Address of principal executive offices, including zip code,
                              and telephone number)

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]

If this Form relates to the registration of class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]

Securities to be registered pursuant to Section 12(b) of the Act:


           Title of each class                Name of each exchange on which
           to be so registered                each class is to be registered

  COMMON STOCK, PAR VALUE $.01 PER SHARE          NEW YORK STOCK EXCHANGE
            (Title of Class)

Securities to be registered pursuant to Section 12(g) of the Act:

                                      NONE
                                (Title of Class)



<PAGE>   2



ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

         The description of the registrant's securities to be registered hereby
is incorporated by reference from the description thereof set forth under the
heading "Description of Capital Stock" in the proxy statement/prospectus
contained in the registrant's Registration Statement on Form S-4, as amended,
initially filed with the Securities and Exchange Commission (Registration No.
333-93969) on December 30, 1999.

ITEM 2. EXHIBITS

         I. Not applicable.

         II. The following exhibits are filed herewith and made a part hereof:


EXHIBIT NUMBER

         1.1*     Amendment No. 1 to Registration Statement on Form S-4 (File
                  No. 333-93969) as filed with the Securities and Exchange
                  Commission on February 3, 2000.

         4.1*     Articles of Incorporation of the Registrant.

         4.2*     Bylaws of the Registrant.

         5.1      Specimen Common Stock Certificate.

- ----------
*   Previously filed.


                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.



                               By:  /s/ Robert Waldman
                                   -------------------------
                                       Senior Vice President


Date:  August 1, 2000



<PAGE>   3


                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER        DESCRIPTION
- ------        -----------
<S>           <C>
 5.1          Specimen Stock Certificate
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>ex5-1.txt
<DESCRIPTION>SPECIMEN COMMON STOCK CERTIFICATE
<TEXT>

<PAGE>   1
<TABLE>
<S>                               <C>                                                                             <C>
         [NUMBER]                                                                                                [SHARES]



                                    INCORPORATED UNDER THE LAWS                  COMMON STOCK
                                      OF THE STATE OF NEVADA

                                                                    [PHOTO]

                                                                                 CUSIP
                                           PAR VALUE $.01
                                    THIS CERTIFICATE IS TRANSFERABLE             SEE REVERSE FOR CERTAIN DEFINITIONS
                                    IN NEW YORK, NEW YORK




                                                        AMERICAN REALTY INVESTORS, INC.


THIS CERTIFIES THAT





IS THE OWNER OF


                                 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
                                                   CERTIFICATE OF STOCK

American Realty Investors, Inc. transferable on the books of the Corporation by the holder hereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed.  This Certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.

        Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.


                                                                                    Dated:

/s/ KARL L. [ILLEGIBLE]                                                             COUNTERSIGNED AND REGISTERED
              PRESIDENT                                                                     AMERICAN STOCK TRANSFER & TRUST COMPANY
                                                                                                (NEW YORK)          TRANSFER AGENT
                                                                                                                    AND REGISTRAR

/s/ [ILLEGIBLE]
             SECRETARY                                                              BY
                                                                                        /s/ [ILLEGIBLE]
                                                                                                    AUTHORIZED SIGNATURE


                                                                                                                    [SEAL]
</TABLE>
<PAGE>   2

                        AMERICAN REALTY INVESTORS, INC.

  The corporation will furnish to the holder hereof, upon request to the
corporation and its principal place of business, and without charge, a full
statement of the designations, preferences, limitations and relative rights,
and the variations in relative rights and preferences, between classes and
series of classes of stock which the corporation is authorized to issue,
together with the authority of the Board of Directors or shareholders to fix
and determine the relative rights and preferences of subsequent classes and
series.

        The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


<TABLE>
        <S>                                             <C>
        TEN COM -- as tenants in common                 UNIF GIFT MIN ACT -- _____________ Custodian ___________
        TEN ENT -- as tenants by the entireties                                 (Cust)                  (Minor)
        JT TEN  -- as joint tenants with right of                            under Uniform Gifts to Minors
                   survivorship and not as tenants                           Act __________________
                   in common                                                           (State)
</TABLE>

   Additional abbreviations may also be used though not in the above list.


For value received, __________________ hereby sell, assign and transfer unto

NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER.

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE
[                                    ]

_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

_______________________________________________________________________________

_______________________________________________________________________________

________________________________________________________________________ shares
of the Common Stock represented by the within certificate, and do hereby
irrevocably constitute and appoint ___________________________________________,
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.

Dated:_______________________


NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT  X _________________________________
MUST CORRESPOND WITH THE NAME(S) AS WRITTEN             (SIGNATURE)
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.          X _________________________________
                                                        (SIGNATURE)


                                     THE SIGNATURE(S) SHOULD BE GUARANTEED BY
                                     AN ELIGIBLE GUARANTOR INSTITUTION
                                     (BANKS, STOCKBROKERS, SAVINGS AND LOAN
                                     ASSOCIATIONS AND CREDIT UNIONS WITH
                                     MEMBERSHIP IN AN APPROVED SIGNATURE
                                     GUARANTEE MEDALLION PROGRAM), PURSUANT
                                     TO S.E.C. RULE 17Ad-16.

                                     SIGNATURE(S) GUARANTEED BY:

                                     ________________________________________


<TABLE>
AMERICAN BANK NOTE COMPANY              PRODUCTION COORDINATOR: BELINDA BECK: 215-630-2198
   680 BLAIR MILL ROAD                              PROOF OF NOVEMBER 29, 1999
    HORSHAM, PA 19044                            AMERICAN REALITY INVESTORS, INC.
      (215) 657-3480                                      H 64349 BACK
- ------------------------------------------------------------------------------------------
<S>                                     <C>
SALES:   M. GARRETT: 214-823-2700           OPERATOR:                     IR
- ------------------------------------------------------------------------------------------
NEW LIVE JOBS HOME 11 AMERICAN H64349                         NEW
</TABLE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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