UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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): July 8, 2005

AMB PROPERTY CORPORATION

Pier 1, Bay 1, San Francisco, California 94111

415-394-9000

n/a

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Table of Contents

Item 1.01. Entry into a Material Definitive Agreement

     On July 8, 2005, AMB Property, L.P., in which we are the sole general partner, and Teachers Insurance and Annuity Association of America entered into an Exchange Agreement which provides for the issuance by AMB Property, L.P. on July 11, 2005 of $112,491,000 in aggregate principal amount of 5.094% Notes Due 2015 (the “Notes”) in a private placement to Teachers in exchange for all of AMB Property, L.P.’s outstanding $100,000,000 aggregate principal amount of 6.9% Reset Put Securities (REPS (SM)) Due June 30, 2015 – Putable/Callable 2005 at a reset coupon of 6.704% currently held by Teachers. AMB Property, L.P. issued the Notes under the Sixth Supplemental Indenture to the Indenture (as defined below) dated July 11, 2005, by and among us, AMB Property, L.P. and U.S. Bank National Association, as successor-in-interest to State Street Bank and Trust Company of California, N.A. The Notes are redeemable, at AMB Property, L.P.’s option, in whole or in part, at any time before the maturity date. If AMB Property, L.P. redeems any Notes prior to June 30, 2012, the redemption price will be an amount equal to the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the redemption date), discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 25 basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to, but excluding the redemption date. If AMB Property, L.P., redeems any Notes on or after June 30, 2012, the redemption price will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding the redemption date. The Notes are guaranteed by us and will mature on June 30, 2015. The REPS were cancelled upon issuance of the Notes.

     AMB Property, L.P. issued the REPS on June 30, 1998 pursuant to an Indenture dated as of June 30, 1998, by and among us, AMB Property, L.P. and State Street Bank and Trust Company of California, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, each dated as of June 30, 1998, the Fourth Supplemental Indenture, dated as of August 15, 2000, and the Fifth Supplemental Indenture, dated as of May 7, 2002 (collectively, the “Indenture”). Pursuant to the terms of the Indenture, Morgan Stanley & Co. International exercised its right to call the REPS, and on June 30, 2005, purchased the aggregate principal amount of the issued and outstanding REPS. Pursuant to the terms of the Indenture, Morgan Stanley & Co. Incorporated obtained bids for the purchase of the REPS, matched the bid with the lowest stated yield to maturity on the REPS and, on June 30, 2005, purchased the REPS from Morgan Stanley & Co. International.

     On June 30, 2005, Morgan Stanley & Co Incorporated sold the REPS to Teachers in a private placement.

     The Exchange Agreement provides that until July 11, 2008, AMB Property, L.P. has the right to require Teachers to return to it for cancellation all or any portion of the aggregate principal amount of the Notes for an obligation of equal dollar amount under one or more first mortgage loans to be secured by properties to be agreed to by Teachers and AMB Property, L.P.

However, the aggregate principal amount of the Notes that AMB Property, L.P. can require Teachers to return to it for cancellation may not be less than $20,000,000 at any one time, or more than $52,491,000 after January 11, 2007. On the date of any such mortgage closing, AMB Property, L.P. will be required to pay Teachers any accrued but unpaid interest due on the Notes to be cancelled to, but excluding, the date of the mortgage loan closing, and a cancellation fee equal to 0.20% of the principal amount of the Notes to be cancelled.

     If Teachers decides to sell all or a portion of the Notes, AMB Property, L.P. has an option to repurchase all or any portion of the Notes that Teachers desires to sell at a repurchase price equal to 100% of the aggregate principal amount of such Notes, plus any accrued but unpaid interest due on the Notes to, but excluding, the date of repurchase.

     The Sixth Supplemental Indenture, the Note and the Exchange Agreement are filed as Exhibits 4.1, 4.2 and 10.1, respectively, to this Form 8-K and are incorporated by reference herein.

Forward Looking Statements

     Some of the information included in this report contains forward-looking statements, such as statements pertaining to future plans, including anticipated closings and transactions, 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

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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 annual report on Form 10-K for the year ended December 31, 2004 and quarterly report on Form 10-Q for the quarter ended March 31, 2005.

Item 9.01. Financial Statements and Exhibits

     (c) Exhibits

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 12, 2005

	By:	/s/ Tamra D. Browne
		Tamra D. Browne
		Senior Vice President and General Counsel

EXHIBIT INDEX