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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): July 8, 2003

AMB PROPERTY CORPORATION

Pier 1, Bay 1, San Francisco, California 94111

415-394-9000

n/a

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ITEM 5      OTHER EVENTS.

On July 8, 2003, AMB Property Corporation announced second quarter 2003 results as follows:

AMB Property Corporation today reported second quarter 2003 earnings per share (EPS) of $0.19, compared with EPS of $0.31 for the same period in 2002. EPS in the quarter was below the company’s guidance of $0.28 to $0.33 per share; the variance was largely a result of the company’s decision to postpone the sale of, and the corresponding gain from, one of the company’s remaining retail assets. The sale is expected to be completed before year end.

In the first half of 2003, EPS was $0.89, including $0.50 per share of gains on disposition of real estate, up from $0.65 per share in first half 2002 which included $0.03 of gains. The company’s industrial operating portfolio was 91.5% leased at the end of the second quarter, down 100 basis points from March 31, 2003 and down 290 basis points from June 30, 2002. Preliminary data indicate national industrial occupancy at the end of the second quarter was 88.5%. Cash-based same store net operating income decreased 2.4% in the quarter and increased 0.7% year to date.

Investment Activity

During second quarter 2003, AMB acquired 16 buildings totaling 2.1 million square feet for a total investment of $120.1 million. The company sold two buildings totaling 229,700 square feet for a disposition price of $15.1 million during the same period.

AMB began four development projects during the quarter with an estimated total investment of $42.1 million. AMB’s committed industrial development and renovation pipeline through 2005 currently stands at $157.3 million and consists of an expected 2.8 million square feet, of which 60% has been funded and 20% has been preleased.

In addition to the developments begun in the second quarter, AMB has agreed to purchase a 32-acre (13 hectare) development parcel adjacent to Tokyo’s Narita International Airport – one of the world’s busiest airports for international air cargo. The land purchase, which is subject to customary closing conditions and completion of infrastructure by the seller, is expected to be completed in May 2004.

Financing Activity and Staffing Update

During the quarter, AMB issued and sold 2,000,000 shares of its 6.5% Series L Cumulative Redeemable Preferred Stock at a price of $25.00 per share. In addition, the company announced the redemption of all 3,995,800 shares of its outstanding 8.5% Series A Cumulative Redeemable Preferred Stock; the shares will be redeemed on July 28, 2003.

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In a recent promotion, Alison M. Hill was appointed senior vice president of AMB and senior vice president and chief operating officer of AMB’s wholly owned subsidiary, AMB Capital Partners, LLC.

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Consolidated Balance Sheets
(dollars in thousands)

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Consolidated Statements of Operations
(dollars in thousands, except share data)

(1)  Interest expense for the quarter and six months ended June 30, 2002, was adjusted for the retroactive adoption of SFAS No. 145, which resulted in the reclassification of debt extinguishment costs of $0.1 million and $0.3 million, respectively, from extraordinary items.

(2)  Includes unrealized losses resulting from the impairment of investments in real estate and leasehold interests that continue to he held for long-term investment. For the quarter and six months ended June 30, 2003, such amounts totaled $5.2 million. Also, during the quarter ended June 30, 2003, the Company recorded a reduction of depreciation expense of $2.1 million for the recovery, through a legal settlement, of capital expenditures paid in prior years.

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ITEM 7      FINANCIAL STATEMENTS AND EXHIBITS.

(c)

Exhibits:

In accordance with SEC Release No. 33-8216, the following information, required to be furnished under “Item 12. Results of Operations and Financial Condition,” is furnished under “Item 9. Regulation FD Disclosure.”

On July 8, 2003, we issued a press release entitled “AMB Property Corporation announced Second Quarter 2003 Results,” which sets forth our results of operations for the second quarter of 2003. A copy of the press release is attached hereto as Exhibit 99.1. This Item 9 and the attached exhibit are provided under Item 12 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission.

Forward Looking Statements

Some of the information included in this report contains forward-looking statements, such as statements pertaining to earnings and results of operations and future plans. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them 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. 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 of 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 on Form 10-K and quarterly report on Form 10-Q.

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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.