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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): January 13, 2004

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 January 13, 2004, we reported fourth quarter and full year 2003 earnings per share (EPS) of $0.32 and $1.47, respectively.

Fourth quarter 2003 EPS decreased 25.6% from EPS of $0.43 in the same period of 2002. EPS for fourth quarter 2003 included $0.04 per share in net gains on disposition of real estate while the same period in the prior year included $0.16 per share in net gains. Full year 2003 EPS increased 7.3% from EPS of $1.37 in the same period of 2002.

Occupancy in our industrial operating portfolio increased 110 basis points over the prior quarter reaching 93.1% at December 31, 2003, compared with 92.0% at September 30, 2003 and 94.6% at December 31, 2002. Cash-basis same store net operating income decreased 14.5% in the quarter and decreased 5.6% for the full year, primarily reflecting the impact of lower occupancy and rental rate levels from the same period last year. Tenant retention in our operating portfolio increased from the prior quarter to 70.4% in the fourth quarter and totaled 65.3% for the full year 2003. Rents on renewal and rollover of leases decreased by 15.7% during the quarter and 10.1% for the year.

Investment Activity

During the fourth quarter, we acquired twelve properties for a total investment of $345 million, and completed $28 million in non-core and opportunistic dispositions. For the full year, acquisitions totaled $534 million; dispositions, including both direct sales and contributions of assets, totaled $366 million.

We completed and stabilized seven industrial development projects during the fourth quarter in the U.S., Mexico and France, comprising 821,000 square feet, for a total investment of $56 million. We began six new development and redevelopment projects during the quarter, representing 1.8 million square feet at an estimated total investment of $80 million. Our industrial development and renovation pipeline now stands at 16 projects in North America, Europe and Asia, totaling an estimated five million square feet with deliveries slated through 2006. Total investment in the development pipeline is estimated at $233 million, of which 39% has been funded and 34% is preleased.

Other investment activity for the year included the repurchase of 812,900 shares of our common stock for a total investment of $21 million, at a weighted average purchase price of $26.10 per share. In December 2003, our Board of Directors adopted a new two-year common stock repurchase program authorizing the acquisition of up to $200 million of our common shares. Since our IPO, we have repurchased more than six million shares of common stock for a total investment of $151 million, at a weighted average purchase price of $24.05 per share.

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Financing Activities

During the quarter, AMB Property, L.P. redeemed at par all of its 8 5/8% Series B Cumulative Redeemable Preferred Limited Partnership Units and we issued $58 million of 6 3/4% Series M Cumulative Redeemable Preferred Stock. As a result of this and other refinancing activity during 2003, we reduced the weighted average coupon on our outstanding preferred stock and units by 64 basis points.

AMB Property, L.P. issued $75 million of unsecured notes under its medium term note program during the quarter with a 5.53% coupon and ten-year term. Additionally, AMB Property, L.P. issued $50 million of floating-rate notes with a three-year term at 40 basis points over three-month LIBOR — 20 basis points below AMB Property, L.P.’s marginal borrowing rate of LIBOR plus 60 basis points on its $500 million line of credit.

Promotions and Addition of Company Officers

We announced four officer promotions effective January 1, 2004. A. Brent Elkins and Ellen F. Hall are now vice presidents of international transactions. Brent and Ellen are focused on our investments in Japan and Europe, respectively. Jonathan M. Hill and Christos F. Kombouras have been promoted to vice presidents, regional managers. Jon is responsible for our assets in the San Francisco East Bay; Chris is an asset manager with our Midwest team.

We further announced that two new vice presidents have joined the our U.S. development group reporting to Eugene F. Reilly, our executive vice president of North American development. Jay R. Cornforth is responsible for East Coast development and James McGill runs our Midwest development. Jay and Jim will work out of our Boston and Chicago offices, respectively.

Supplemental Earnings Measure

We report funds from operations per fully diluted share and unit (FFOPS) in accordance with the standards established by NAREIT. Fourth quarter 2003 FFOPS was $0.59, compared with $0.61 in the same period of 2002. FFOPS for the full year ended December 31, 2003 was $2.13, compared with $2.40 for the same period in 2002. Effective January 1, 2003, to comply with NAREIT’s definition of FFO, we no longer add back impairment losses when calculating FFOPS. For comparative purposes, FFOPS for the fourth quarter and full year 2002 have been adjusted by $0.03 in each period to reflect impairment losses.

In the footnotes to the following financial statements, we provide a discussion of why management believes FFO is a useful supplemental measure of operating performance, of ways in which investors might use FFO when assessing our financial performance, and of FFO’s limitations as a measurement tool.

A reconciliation from net income to funds from operations is provided in the following tables.

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CONSOLIDATED BALANCE SHEETS
(dollars in thousands)

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CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except share data)

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CONSOLIDATED STATEMENTS OF FUNDS FROM OPERATIONS (3)
(dollars in thousands, except share data)

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ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibits:

ITEM 12 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On January 13, 2004, we issued a press release entitled “AMB Property Corporation Announces Fourth Quarter and Full Year 2003 Results,” which sets forth our results of operations for the fourth quarter of 2003 and the full year 2003. A copy of the press release is attached hereto as Exhibit 99.1. This section 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 business strategy, future plans and future performance and operating results. 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. 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

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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.