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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 5

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940

o	Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
o	Form 3 Holdings Reported
o	Form 4 Transactions Reported

1.

Name and Address of Reporting Person* (Last, First, Middle)

2.

Issuer Name and Ticker or Trading Symbol

3.

I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)

Cole, David A.

AMB Property Corporation (NYSE: AMB)

c/o AMB Property Corporation Pier 1, Bay 1

4.

Statement for Month/Year

5.

If Amendment, Date of Original (Month/Year)

December 2002

(Street)

6.

Relationship of Reporting Person(s) to Issuer (Check all applicable)

7.

Individual or Joint/Group Reporting (Check applicable line)

San Francisco, CA 94111 (City)                (State)           (Zip)

x

Director

o

10% Owner

x

Form Filed by One Reporting Person

o

Officer (give title below)

o

Form Filed by More than One Reporting Person

o

Other (specify below)

*

If the form is filed by more than one reporting person, see instruction 4(b)(v).

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date (Month/Day/Year)

2A.

Deemed Execution Date, if any (Month/Day/Year)

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at End of Issuers Fiscal Year (Instr. 3 and 4)

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

Amount

(A) or (D)

Price

Common Stock (1)

5/30/02

A

1,141

A

$29.24

20,168 (2)

D

N/A

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned   (e.g., puts, calls, warrants, options, convertible securities)

1.

Title of Derivative Security (Instr. 3)

2.

Conversion or Exercise Price of Derivative Security

3.

Transaction Date (Month/Day/Year)

3A.

Deemed Execution Date, if any (Month/Day/Year)

4.

Transaction Code (Instr. 8)

5.

Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

(A)

(D)

Stock Option (Right to Purchase)

$29.24

5/30/02

A

17,341

Page 3

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued (e.g., puts, calls, warrants, options, convertible securities)

6.

Date Exercisable and Expiration Date (Mo/Day/Year)

7.

Title and Amount of Underlying Securities (Instr. 3 and 4)

8.

Price of Derivative Security (Instr. 5)

9.

Number of Derivative Securities Beneficially Owned at End of Year (Instr. 4)

10.

Ownership of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11.

Nature of Indirect Beneficial Ownership (Instr. 4)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

5/30/03

5/30/12

Common Stock

17,341

71,692

D

N/A

Explanation of Responses:

(1) Shares were granted pursuant to the Company's 2002 Stock Option and Incentive Plan and are subject to a repurchase right held by AMB Property Corporation, which lapses fully on May 30, 2003.

(2) Of the 20,168 shares of Common Stock beneficially owned, 12,168 are directly owned (D) and 8,000 shares are indirectly owned (I) through a custodial account for a child.

/s/ David A. Cole		2/4/03
**Signature of Reporting Person		Date

Page 4