<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>12
<FILENAME>d93379ex99-2.txt
<DESCRIPTION>TCI FORM OF PROXY CARD
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.2

                     TRANSCONTINENTAL REALTY INVESTORS, INC.

                         SPECIAL MEETING OF STOCKHOLDERS
                                 MARCH 27, 2002


    1.  Proposal to approve the acquisition of all of the outstanding common
        stock of the Company by American Realty Investors, Inc. ("ARL") through
        the merger of a recently formed wholly-owned subsidiary of ARL with and
        into the Company.

            [ ] FOR             [ ] AGAINST           [ ] ABSTAIN

    2.  In the discretion of the proxies on any other matters that may properly
        come before the Meeting or any adjournments thereof.


Please date this proxy and sign exactly as your name appears hereon. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.

   DATED: __________________ , 2002


   -----------------------------------------
   Signature of Stockholder


   -----------------------------------------
   Signature if held jointly

Please mark, date, sign and mail your proxy promptly in the envelope provided.



<PAGE>


                     TRANSCONTINENTAL REALTY INVESTORS, INC.

     THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS.

             The undersigned hereby (1) acknowledges receipt of the Notice of
        Special Meeting of Stockholders of Transcontinental Realty Investors,
        Inc. (the "Company") to be held at 1800 Valley View Lane, Suite 300,
        Dallas, TX 75234 at 3:00 p.m. local time on March 27, 2002, and the
        Joint Proxy Statement and Prospectus mailed therewith and (2) appoints
        Mark W. Branigan and Robert A. Waldman, or either of them, the
        undersigned's proxy with full power of substitution for and in the name,
        place and stead of the undersigned to vote all common stock of the
        Company owned by the undersigned standing in the name of the
        undersigned, or with respect to which the undersigned is entitled to
        vote at the Meeting and any adjournments thereof, on the following
        matters as indicated below and such other business as may properly come
        before the Meeting.

             THIS PROXY, WHEN PROPERLY EXECUTED AND TIMELY RETURNED, WILL BE
        VOTED IN THE MANNER DIRECTED HEREIN BY THE STOCKHOLDER. IF NO DIRECTION
        IS MADE, THIS PROXY WILL BE VOTED (i) FOR THE PROPOSAL TO APPROVE THE
        ACQUISITION BY AMERICAN REALTY INVESTORS, INC. ("ARL") OF ALL OF THE
        OUTSTANDING COMMON STOCK, PAR VALUE $.0.01 PER SHARE, OF THE COMPANY
        THROUGH THE MERGER OF A RECENTLY FORMED WHOLLY-OWNED SUBSIDIARY OF ARL
        WITH AND INTO THE COMPANY, AND (ii) IN THE DISCRETION OF THE PROXY
        HOLDERS ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING
        OR ANY ADJOURNMENTS THEREOF.

             The undersigned hereby revokes any proxy heretofore given to vote
        or act with respect to the common stock of the Company and hereby
        ratifies and confirms all that the proxies, their substitutes, or any of
        them lawfully do by virtue hereof.

             PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
        THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
        STATES.

                 (CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)




</TEXT>
</DOCUMENT>
