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 16, 2004

AMB PROPERTY CORPORATION

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 (see General Instruction A.2. below):

£ 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))

Table of Contents

ITEM 8.01. OTHER EVENTS

     During the period January 1, 2004 through December 16, 2004, AMB Property, L.P., our subsidiary of which we are the general partner, and its affiliates acquired 62 operating buildings, aggregating approximately 7.3 million square feet, for a total purchase price, excluding estimated acquisition capital, of $667.2 million. The total purchase price includes non-cash increases of $5.1 million relating to mortgage premiums or discounts on existing assumed debt and $13.4 million associated with intangible liabilities for the value attributable to below market leases. The buildings were purchased with $206.1 million in assumed debt and $442.6 million in cash.

     All of these buildings were acquired from unrelated third parties in unrelated transactions and represent individually insignificant acquisitions.

FORWARD LOOKING STATEMENTS

     Some of the information included in this report contains forward-looking statements, such as those related to the purchase price and financial statements of property acquisitions, which are made pursuant to the safe-harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results to differ materially from those in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future events. The events or circumstances reflected in forward-looking statements might not occur. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements are necessarily dependent on assumptions, data or methods that may be incorrect or imprecise and we may not be able to realize them. We caution you not to place undue reliance on forward-looking statements, which reflect our analysis only and speak only as of the date of this report or the dates indicated in the statements. We assume no obligation to update or supplement forward-looking statements. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: defaults on or non-renewal of leases by tenants, increased interest rates and operating costs, our failure to obtain necessary outside financing, difficulties in identifying properties to acquire and in effecting acquisitions, our failure to successfully integrate acquired properties and operations, our failure to divest properties we have contracted to sell or to timely reinvest proceeds from any divestitures, risks and uncertainties affecting property development and construction (including construction delays, cost overruns, our inability to obtain necessary permits and public opposition to these activities), our failure to qualify and maintain our status as a real estate investment trust, environmental uncertainties, risks related to natural disasters, financial market fluctuations, changes in real estate and zoning laws, risks related to doing business internationally and increases in real property tax rates. Our success also depends upon economic trends generally, including interest rates, income tax laws, governmental regulation, legislation, population changes and certain other matters discussed under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Risks” and elsewhere in our most recent annual report for the year ended December 31, 2003 in Amendment No. 2 on Form 10-K/A.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements:

(i)

Historical Summaries of Revenues and Certain Expenses for International Airport Center – Boston Marine

	-	Report of Independent Auditors
	-	Historical Summaries of Revenues and Certain Expenses for International Airport Center – Boston Marine for the period from January 1, 2004 through February 11, 2004 (unaudited) and for the year ended December 31, 2003

-

Notes to Historical Summaries of Revenues and Certain Expenses for International Airport Center – Boston Marine for the period from January 1, 2004 through February 11, 2004 (unaudited) and for the year ended December 31, 2003

(ii)

Historical Summaries of Revenues and Certain Expenses for International Airport Center – LAX Gateway

	-	Report of Independent Auditors
	-	Historical Summaries of Revenues and Certain Expenses for International Airport Center – LAX Gateway for the period from January 1, 2004 through March 22, 2004 (unaudited) and for the year ended December 31, 2003
	-	Notes to Historical Summaries of Revenues and Certain Expenses for International Airport Center – LAX Gateway for the period from January 1, 2004 through March 22, 2004 (unaudited) and for the year ended December 31, 2003

(iii)

Historical Summaries of Revenues and Certain Expenses for International Airport Center – JFK A-C

	-	Report of Independent Auditors
	-	Historical Summaries of Revenues and Certain Expenses for International Airport Center – JFK A-C for the period from January 1, 2004 through June 22, 2004 (unaudited) and for the year ended December 31, 2003
	-	Notes to Historical Summaries of Revenues and Certain Expenses for International Airport Center – JFK A-C for the period from January 1, 2004 through June 22, 2004 (unaudited) and for the year ended December 31, 2003

(iv)

Historical Summaries of Revenues and Certain Expenses for AMB Tri-Port Distribution Center

	-	Report of Independent Auditors
	-	Historical Summaries of Revenues and Certain Expenses for AMB Tri-Port Distribution Center for the period from January 1, 2004 through August 31, 2004 (unaudited) and for the year ended December 31, 2003
	-	Notes to Historical Summaries of Revenues and Certain Expenses for AMB Tri-Port Distribution Center for the period from January 1, 2004 through August 31, 2004 (unaudited) and for the year ended December 31, 2003

(v)

Historical Summaries of Revenues and Certain Expenses for AMB Turnberry Distribution

	-	Report of Independent Auditors
	-	Historical Summaries of Revenues and Certain Expenses for AMB Turnberry Distribution for the period from January 1, 2004 through September 30, 2004 (unaudited) and for the year ended December 31, 2003
	-	Notes to Historical Summaries of Revenues and Certain Expenses for AMB Turnberry Distribution for the period from January 1, 2004 through September 30, 2004 (unaudited) and for the year ended December 31, 2003

(b)	Pro Forma Financial Information for AMB Property Corporation (Unaudited):

-

Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2004

	-	Notes and adjustments to Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2004
	-	Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2004
	-	Notes and adjustments to Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2004
	-	Pro Forma Consolidated Statement of Operations for the year ended December 31, 2003
	-	Notes and adjustments to Pro Forma Consolidated Statement of Operations for the year ended December 31, 2003

(c)

Exhibits:

Report of Independent Auditors

To the Board of Directors and Stockholders of AMB Property Corporation:

We have audited the accompanying Historical Summary of Revenues and Certain Expenses (the “Historical Summary”) of International Airport Center – Boston Marine (the “Property”) for the year ended December 31, 2003. This Historical Summary is the responsibility of the Property’s management. Our responsibility is to express an opinion on this Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the United States Securities and Exchange Commission (for inclusion in the Form 8-K of AMB Property Corporation) as described in Note 1 and is not intended to be a complete presentation of the Property’s revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the revenues and certain expenses described in Note 1 of the Property for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

PricewaterhouseCoopers LLP
San Francisco, California
December 21, 2004

International Airport Center – Boston Marine
Historical Summaries of Revenues and Certain Expenses
For the Period from January 1, 2004 through February 11, 2004 (unaudited)
and Year Ended December 31, 2003

The accompanying notes are an integral part of these historical summaries.

International Airport Center – Boston Marine
Notes to Historical Summaries of Revenues and Certain Expenses
For the Period from January 1, 2004 through February 11, 2004 (unaudited)
and Year Ended December 31, 2003

1. Background and Basis of Presentation

The accompanying historical summaries of revenues and certain expenses (the “Summaries”) present the results of operations of International Airport Center – Boston Marine (the “Property”) for the year ended December 31, 2003 and the period from January 1, 2004 through February 11, 2004 (unaudited). The Property was acquired by AMB Institutional Alliance Fund III, L.P., a subsidiary of AMB Property Corporation (the “Company”), on February 11, 2004 from IAC, LLC for approximately $69.1 million. The Property consists of one industrial building aggregating approximately 376,267 square feet (unaudited) located in Boston, Massachusetts. The land the Property is situated on is subject to a ground lease (see footnote 3).

The accompanying Summaries have been prepared on the accrual basis of accounting. The Summaries have been prepared for the purpose of complying with the rules and regulations of the United States Securities and Exchange Commission and for inclusion in the Current Report on Form 8-K of the Company. The Summaries are not intended to be a complete presentation of the revenues and expenses of the Property as certain expenses, primarily depreciation and amortization expense, interest expense and other costs not directly related to the future operations of the Property, have been excluded.

2. Summary of Significant Accounting Policies

Revenue Recognition
Rental revenues from operating leases are recorded on a straight-line basis over the terms of the leases. Tenant reimbursements represent recoveries from tenants for utilities and certain property maintenance expenses. Tenant reimbursements are recognized as revenues in the period the applicable costs are accrued.

Property Operating Expenses
Property operating expenses represent the direct expenses of operating the Property and include maintenance, utilities, property management fees and repair costs that are expected to continue in the ongoing operations of the Property. Expenditures for maintenance and repairs are charged to operations as incurred.

Use of Estimates
The preparation of historical summaries in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and certain expenses during the reporting period, to disclose contingent assets and liabilities at the date of the historical summaries and report amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Interim Statements
The historical summary for the period from January 1, 2004 through February 11, 2004 is unaudited, however, in the opinion of management of the Company, all significant adjustments necessary for a fair presentation of the historical summary for the interim period have been included. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year for the operation of the Property.

International Airport Center – Boston Marine
Notes to Historical Summaries of Revenues and Certain Expenses
For the Period from January 1, 2004 through February 11, 2004 (unaudited)
and Year Ended December 31, 2003

3. Commitments

The Property is subject to a ground lease whose term runs through 2049. The following is a schedule of minimum ground lease payments in effect as of December 31, 2003. The schedule does not reflect additional payments of 4.1% of gross rental revenue required under the ground lease contract.

Report of Independent Auditors

To the Board of Directors and Stockholders of AMB Property Corporation:

We have audited the accompanying Historical Summary of Revenues and Certain Expenses (the “Historical Summary”) of International Airport Center – LAX Gateway (the “Property”) for the year ended December 31, 2003. This Historical Summary is the responsibility of the Property’s management. Our responsibility is to express an opinion on this Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the United States Securities and Exchange Commission (for inclusion in the Form 8-K of AMB Property Corporation) as described in Note 1 and is not intended to be a complete presentation of the Property’s revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the revenues and certain expenses described in Note 1 of the Property for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

PricewaterhouseCoopers LLP
San Francisco, California
December 21, 2004

International Airport Center – LAX Gateway
Historical Summaries of Revenues and Certain Expenses
For the Period from January 1, 2004 through March 22, 2004 (unaudited)
and Year Ended December 31, 2003

The accompanying notes are an integral part of these historical summaries.

International Airport Center – LAX Gateway
Historical Summaries of Revenues and Certain Expenses
For the Period from January 1, 2004 through March 22, 2004 (unaudited)
and Year Ended December 31, 2003

1. Background and Basis of Presentation

The accompanying historical summaries of revenues and certain expenses (the “Summaries”) present the results of operations of International Airport Center – LAX Gateway (the “Property”) for the year ended December 31, 2003 and the period from January 1, 2004 through March 22, 2004 (unaudited). The Property was acquired by AMB Partners II, L.P., a subsidiary of AMB Property Corporation (the “Company”), on March 22, 2004 from IAC, LLC for approximately $27.8 million. The Property consists of one industrial building aggregating approximately 221,194 square feet (unaudited) located in Los Angeles, California. The land the Property is situated on is subject to a ground lease (see footnote 3).

The accompanying Summaries have been prepared on the accrual basis of accounting. The Summaries have been prepared for the purpose of complying with the rules and regulations of the United States Securities and Exchange Commission and for inclusion in the Current Report on Form 8-K of the Company. The Summaries are not intended to be a complete presentation of the revenues and expenses of the Property as certain expenses, primarily depreciation and amortization expense, interest expense and other costs not directly related to the future operations of the Property, have been excluded.

2. Summary of Significant Accounting Policies

Revenue Recognition
Rental revenues from operating leases are recorded on a straight-line basis over the terms of the leases. Tenant reimbursements represent recoveries from tenants for utilities and certain property maintenance expenses. Tenant reimbursements are recognized as revenues in the period the applicable costs are accrued.

Property Operating Expenses
Property operating expenses represent the direct expenses of operating the Property and include maintenance, utilities, property management fees and repair costs that are expected to continue in the ongoing operations of the Property. Expenditures for maintenance and repairs are charged to operations as incurred.

Use of Estimates
The preparation of historical summaries in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and certain expenses during the reporting period, to disclose contingent assets and liabilities at the date of the historical summaries and report amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Interim Statements
The historical summary for the period from January 1, 2004 through March 22, 2004 is unaudited, however, in the opinion of management of the Company, all significant adjustments necessary for a fair presentation of the historical summary for the interim period have been included. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year for the operation of the Property.

International Airport Center – LAX Gateway
Notes to Historical Summaries of Revenues and Certain Expenses
For the Period from January 1, 2004 through March 22, 2004 (unaudited)
and Year Ended December 31, 2003

3. Commitments

The Property is subject to a ground lease whose term runs through 2032. The following is a schedule of minimum ground lease payments in effect as of December 31, 2003. The schedule does not reflect additional payments of 5% of gross rental revenue required under the ground lease contract.

Report of Independent Auditors

To the Board of Directors and Stockholders of AMB Property Corporation:

We have audited the accompanying Historical Summary of Revenues and Certain Expenses (the “Historical Summary”) of International Airport Center – JFK A-C (the “Portfolio”) for the year ended December 31, 2003. This Historical Summary is the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on this Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the United States Securities and Exchange Commission (for inclusion in the Form 8-K of AMB Property Corporation) as described in Note 1 and is not intended to be a complete presentation of the Portfolio’s revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the revenues and certain expenses described in Note 1 of the Portfolio for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

PricewaterhouseCoopers LLP
San Francisco, California
December 21, 2004

International Airport Center – JFK A-C
Historical Summaries of Revenues and Certain Expenses
For the Period from January 1, 2004 through June 22, 2004 (unaudited)
and Year Ended December 31, 2003

The accompanying notes are an integral part of these historical summaries.

International Airport Center – JFK A-C
Notes to Historical Summaries of Revenues and Certain Expenses
For the Period from January 1, 2004 through June 22, 2004 (unaudited)
and Year Ended December 31, 2003

1. Background and Basis of Presentation

The accompanying historical summaries of revenues and certain expenses (the “Summaries”) present the results of operations of International Airport Center – JFK A-C (the “Portfolio”) for the year ended December 31, 2003 and the period from January 1, 2004 through June 22, 2004 (unaudited). The Portfolio was acquired by AMB Institutional Alliance Fund III, L.P., a subsidiary of AMB Property Corporation (the “Company”), on June 22, 2004 from IAC, LLC for approximately $113.8 million. The Portfolio, which was under development during 2003 and a portion of 2004, consists of three industrial buildings aggregating approximately 385,153 square feet (unaudited) located in Jamaica, New York. The land the Portfolio is situated on is subject to a ground lease (see footnote 3).

The accompanying Summaries have been prepared on the accrual basis of accounting. The Summaries have been prepared for the purpose of complying with the rules and regulations of the United States Securities and Exchange Commission and for inclusion in the Current Report on Form 8-K of the Company. The Summaries are not intended to be a complete presentation of the revenues and expenses of the Portfolio as certain expenses, primarily depreciation and amortization expense, interest expense and other costs not directly related to the future operations of the Portfolio, have been excluded.

2. Summary of Significant Accounting Policies

Revenue Recognition
Rental revenues from operating leases are recorded on a straight-line basis over the terms of the leases. Tenant reimbursements represent recoveries from tenants for utilities and certain property maintenance expenses. Tenant reimbursements are recognized as revenues in the period the applicable costs are accrued.

Property Operating Expenses
Property operating expenses represent the direct expenses of operating the Portfolio and include maintenance, utilities, property management fees and repair costs that are expected to continue in the ongoing operations of the Portfolio. Expenditures for maintenance and repairs are charged to operations as incurred.

Use of Estimates
The preparation of historical summaries in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and certain expenses during the reporting period, to disclose contingent assets and liabilities at the date of the historical summaries and report amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Interim Statements
The historical summary for the period from January 1, 2004 through June 22, 2004 is unaudited, however, in the opinion of management of the Company, all significant adjustments necessary for a fair presentation of the historical summary for the interim period have been included. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year for the operation of the Portfolio.

International Airport Center – JFK A-C
Notes to Historical Summaries of Revenues and Certain Expenses
For the Period from January 1, 2004 through June 22, 2004 (unaudited)
and Year Ended December 31, 2003

3. Commitments

The Portfolio is subject to a ground lease with a term through 2027. Under the terms of the ground lease agreement, the Company has an option to purchase the land through 2027. The ground lease agreement provides for no payments to be made during the option period. The Company has not exercised this option as of December 21, 2004.

Report of Independent Auditors

To the Board of Directors and Stockholders of AMB Property Corporation:

We have audited the accompanying Historical Summary of Revenues and Certain Expenses (the “Historical Summary”) of AMB-Tri-Port Distribution Center (the “Property”) for the year ended December 31, 2003. This Historical Summary is the responsibility of the Property’s management. Our responsibility is to express an opinion on this Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the United States Securities and Exchange Commission (for inclusion in the Form 8-K of AMB Property Corporation) as described in Note 1 and is not intended to be a complete presentation of the Property’s revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the revenues and certain expenses described in Note 1 of the Property for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

PricewaterhouseCoopers LLP
San Francisco, California
December 21, 2004

AMB Tri-Port Distribution Center
Historical Summaries of Revenues and Certain Expenses
For the Period from January 1, 2004 through August 31, 2004 (unaudited)
and Year Ended December 31, 2003

The accompanying notes are an integral part of these historical summaries.

AMB Tri-Port Distribution Center
Notes to Historical Summaries of Revenues and Certain Expenses
For the Period from January 1, 2004 through August 31, 2004 (unaudited)
and Year Ended December 31, 2003

1. Background and Basis of Presentation

The accompanying historical summaries of revenues and certain expenses (the “Summaries”) present the results of operations of AMB Tri-Port Distribution Center (the “Property”) for the year ended December 31, 2003 and the period from January 1, 2004 through August 31, 2004 (unaudited). The Property was acquired by AMB Property, L.P., a subsidiary of AMB Property Corporation (the “Company”), from DNJ Associates, LP on September 28, 2004 for approximately $45.5 million. The Property consists of one industrial building aggregating approximately 490,830 square feet (unaudited) and one parcel of land consisting of approximately 13.6 acres (unaudited), located in Elizabeth, New Jersey.

The accompanying Summaries have been prepared on the accrual basis of accounting. The Summaries have been prepared for the purpose of complying with the rules and regulations of the United States Securities and Exchange Commission and for inclusion in the Current Report on Form 8-K of the Company. The Summaries are not intended to be a complete presentation of the revenues and expenses of the Property as certain expenses, primarily depreciation and amortization expense, interest expense and other costs not directly related to the future operations of the Property, have been excluded.

2. Summary of Significant Accounting Policies

Revenue Recognition
Rental revenues from operating leases are recorded on a straight-line basis over the terms of the leases. Tenant reimbursements represent recoveries from tenants for utilities and certain property maintenance expenses. Tenant reimbursements are recognized as revenues in the period the applicable costs are accrued.

Property Operating Expenses
Property operating expenses represent the direct expenses of operating the Property and include maintenance, utilities, property management fees and repair costs that are expected to continue in the ongoing operations of the Property. Expenditures for maintenance and repairs are charged to operations as incurred.

Use of Estimates
The preparation of historical summaries in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and certain expenses during the reporting period, to disclose contingent assets and liabilities at the date of the historical summaries and report amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Interim Statements
The historical summary for the period from January 1, 2004 through August 31, 2004 is unaudited, however, in the opinion of management of the Company, all significant adjustments necessary for a fair presentation of the historical summary for the interim period have been included. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year for the operation of the Property.

Report of Independent Auditors

To the Board of Directors and Stockholders of AMB Property Corporation:

We have audited the accompanying Historical Summary of Revenues and Certain Expenses (the “Historical Summary”) of AMB Turnberry Distribution (the “Portfolio”) for the year ended December 31, 2003. This Historical Summary is the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on this Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the United States Securities and Exchange Commission (for inclusion in the Form 8-K of AMB Property Corporation) as described in Note 1 and is not intended to be a complete presentation of the Portfolio’s revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the revenues and certain expenses described in Note 1 of the Portfolio for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

PricewaterhouseCoopers LLP
San Francisco, California
December 21, 2004

AMB Turnberry Distribution
Historical Summaries of Revenues and Certain Expenses
For the Period from January 1, 2004 through September 30, 2004 (unaudited)
and Year Ended December 31, 2003

The accompanying notes are an integral part of these historical summaries.

AMB Turnberry Distribution
Historical Summaries of Revenues and Certain Expenses
For the Period from January 1, 2004 through September 30, 2004 (unaudited)
and Year Ended December 31, 2003

1. Background and Basis of Presentation

The accompanying historical summaries of revenues and certain expenses (the “Summaries”) present the results of operations of AMB Turnberry Distribution (the “Portfolio”) for the year ended December 31, 2003 and the period from January 1, 2004 through September 30, 2004 (unaudited). The Portfolio was acquired by AMB Institutional Alliance Fund III, L.P., a subsidiary of AMB Property Corporation (the “Company”), from CIGNA Employees Pension Fund on December 16, 2004 for approximately $97.5 million. The Portfolio consists of five industrial buildings aggregating approximately 1,678,910 square feet (unaudited) located in Chicago, Illinois.

The accompanying Summaries have been prepared on the accrual basis of accounting. The Summaries have been prepared for the purpose of complying with the rules and regulations of the United States Securities and Exchange Commission and for inclusion in the Current Report on Form 8-K of the Company. The Summaries are not intended to be a complete presentation of the revenues and expenses of the Portfolio as certain expenses, primarily depreciation and amortization expense, interest expense and other costs not directly related to the future operations of the Portfolio, have been excluded.

2. Summary of Significant Accounting Policies

Revenue Recognition
Rental revenues from operating leases are recorded on a straight-line basis over the terms of the leases. Tenant reimbursements represent recoveries from tenants for utilities and certain property maintenance expenses. Tenant reimbursements are recognized as revenues in the period the applicable costs are accrued.

Property Operating Expenses
Property operating expenses represent the direct expenses of operating the Portfolio and include maintenance, utilities, property management fees, and repair costs that are expected to continue in the ongoing operations of the Portfolio. Expenditures for maintenance and repairs are charged to operations as incurred.

Use of Estimates
The preparation of historical summaries in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and certain expenses during the reporting period, to disclose contingent assets and liabilities at the date of the historical summaries and report amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Interim Statements
The historical summary for the period from January 1, 2004 through September 30, 2004 is unaudited, however, in the opinion of management of the Company, all significant adjustments necessary for a fair presentation of the historical summary for the interim period have been included. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year for the operation of the Portfolio.

AMB PROPERTY CORPORATION

PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
BACKGROUND

The accompanying unaudited pro forma condensed consolidated balance sheet as of September 30, 2004 has been prepared to reflect the incremental effect of acquisitions by AMB Property Corporation (the “Company”) for the period from October 1, 2004 through December 16, 2004, as if such transactions had occurred on September 30, 2004.

The accompanying unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2004 has been prepared to reflect: (i) the incremental effect of the acquisitions of properties by the Company through December 16, 2004 (the “2004 Property Acquisitions”) and (ii) the divestiture of certain properties in the period from October 1, 2004 through December 16, 2004, as if such transactions had occurred on January 1, 2003 and were carried forward through September 30, 2004.

The accompanying unaudited pro forma consolidated statement of operations for the year ended December 31, 2003 has been prepared to reflect: (i) the incremental effect of the acquisition of properties during 2003 by the Company (the “2003 Property Acquisitions”), (ii) the divestiture of certain properties during 2003 and 2004, (iii) the 2004 Property Acquisitions and (iv) the issuance of unsecured senior debt securities in November 2003, as if such transactions and adjustments had occurred on January 1, 2003 and were carried forward through their issuance dates.

These unaudited pro forma consolidated statements should be read in connection with the historical consolidated financial statements and notes thereto included in the Company’s Annual Report in Amendment No. 2 on Form 10-K/A for the year ended December 31, 2003 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. In the opinion of management, the pro forma consolidated financial information provides for all adjustments necessary to reflect the effects of the above transactions.

The pro forma information is unaudited and is not necessarily indicative of the consolidated results that would have occurred if the transactions and adjustments reflected therein had been consummated in the period or on the date presented, or on any particular date in the future, nor does it purport to represent the financial position, results of operations or cash flows for future periods.

AMB PROPERTY CORPORATION

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2004
(UNAUDITED, DOLLARS IN THOUSANDS)

AMB PROPERTY CORPORATION

NOTES AND ADJUSTMENTS TO PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2004
(UNAUDITED, DOLLARS IN THOUSANDS)

(1) Reflects the unaudited condensed consolidated balance sheet of the Company as of September 30, 2004. See the historical consolidated financial statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.

(2) Reflects the acquisition of the AMB CDG Cargo Center, AMB Schipohl Distribution, AMB Shady Oak Industrial Center, AMB Northpoint Industrial Center, AMB Industrial Park Business Center, AMB District Industrial, AMB Sivert Distribution and AMB Turnberry Distribution which were acquired after September 30, 2004. The AMB CDG Cargo Center purchase price has been reduced by $4,819 reflecting the non-cash increase to its purchase price associated with an intangible liability for the value attributable to below market leases. The source of funding for these acquisitions consisted of approximately $90,313 in cash and $80,682 of assumed debt. The cash portion of the acquisition price was funded with existing cash and contributions from joint venture partners. The following table sets forth the sources and uses of funding used for these acquisitions:

Sources of Fundings

Uses of Fundings

AMB PROPERTY CORPORATION

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
(UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

AMB PROPERTY CORPORATION

NOTES AND ADJUSTMENTS TO PRO FORMA
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
(UNAUDITED, DOLLARS IN THOUSANDS)

(1) Reflects the unaudited consolidated operations of the Company related to continuing operations for the nine months ended September 30, 2004. Revenues and expenses related to discontinued operations are not included. See the historical consolidated financial statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. The Company is the general partner of AMB Property, L.P. (the “ Operating Partnership”).

(2) Reflects the elimination of the historical revenues and expenses for the applicable period related to the classification of certain properties as held for sale as of December 16, 2004 as follows:

AMB PROPERTY CORPORATION

NOTES AND ADJUSTMENTS TO PRO FORMA
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
(UNAUDITED, DOLLARS IN THOUSANDS)

(3) The following table sets forth the incremental rental revenues and operating expenses of the 2004 Property Acquisitions during the nine month period ended September 30, 2004 based on the historical operations of such properties for the periods prior to acquisition by the Operating Partnership or its affiliates. In addition, the following table sets forth the private capital income which is earned based on 7.5% of the minority interests’ share of net operating income.

The Operating Partnership or its affiliates purchased the 2004 Property Acquisitions with proceeds from dispositions, borrowings on the unsecured credit facility, the assumption of mortgage indebtedness and contributions from minority interests.

Each of the Coltongo Distribution Center, AMB Capronilaan Logistics Center, International Airport Center - JFK D, Cobia Distribution Center, IAH Logistics Center, AMB District Industrial and AMB Sivert Distribution does not have historical revenue and operating expenses as each of them was either a sale/leaseback transaction or was vacant prior to acquisition and would be deemed a development property. As such, no property operations have been reflected in the accompanying pro forma statement of operations related to these acquisition.

The minority interests’ share of income includes the minority interests’ share of depreciation and amortization and the minority interests’ share of interest expense (see (4) and (5), respectively, for the depreciation and amortization and the interest expense adjustment).

AMB PROPERTY CORPORATION

NOTES AND ADJUSTMENTS TO PRO FORMA
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
(UNAUDITED, DOLLARS IN THOUSANDS)

(4) The following table sets forth the initial allocation of land and building and other costs based on the preliminary purchase price allocation for the 2004 Property Acquisitions and may differ from the actual purchase price allocation upon realization of any accrued costs. Building and other costs include intangible assets for the value attributable to above market leases, in-place leases and lease origination costs. The total purchase price is increased by intangible liabilities for the value attributable to below market leases. This table also reflects the estimated incremental depreciation and amortization for the 2004 Property Acquisitions in accordance with Statement of Financial Accounting Standard No. 141, Business Combinations (“SFAS 141”), using the estimated useful lives of the real estate investments and related intangibles based on the preliminary purchase price allocation. The 2004 Property Acquisitions that are located on-tarmac, which is land owned by federal, state or local airport authorities, and subject to ground leases, are depreciated over the lesser of 40 years or the contractual term of the underlying ground lease.

Each of the Coltongo Distribution Center, AMB Capronilaan Logistics Center, International Airport Center - JFK D, Cobia Distribution Center, IAH Logistics Center, AMB District Industrial and AMB Sivert Distribution was either a sale/leaseback transaction or was vacant prior to acquisition and would be deemed a development property. As such, no depreciation and amortization adjustment has been reflected in the accompanying pro forma statement of operations related to these acquisitions.

AMB PROPERTY CORPORATION

NOTES AND ADJUSTMENTS TO PRO FORMA
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
(UNAUDITED, DOLLARS IN THOUSANDS)

(5) The following table sets forth the assumed mortgages, interest rates and the incremental interest expense related to the assumed mortgages for the 2004 Property Acquisitions. Any mortgage premium or discount on existing debt that is assumed is amortized into interest expense over the term of the related debt instrument using the effective-interest method. In addition, this table sets forth the incremental interest expense for the line of credit based on the average additional outstanding balance of the line of credit multiplied by the average interest rate.

If the market rates of interest on the variable debt changed by a 1/8 percent variance (or approximately 24 basis points), then the increase or decrease in interest expense on the variable rate debt would be $0.4 million annually.

(6) Reflects the limited partnership unitholders share of income based on the limited partnership unitholders average ownership of 5.44%.

AMB PROPERTY CORPORATION

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
(UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)