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 13, 2004

AMB PROPERTY CORPORATION

Pier 1, Bay 1, San Francisco, California 94111

415-394-9000

n/a

ITEM 5 OTHER EVENTS.

On July 13, 2004, we reported second quarter 2004 earnings per share of $0.22 exceeding our guidance of $0.19 to $0.20 per share. The quarter’s earnings per share results compare to earnings per share of $0.19 reported in the same period last year.

In the first half of 2004, earnings per share was $0.41 per share compared with $0.89 in the first half of 2003. The first half 2003 results included $0.47 of gains on sale from discontinued operations and dispositions, compared with $0.02 in the first six months of 2004.

Our industrial operating portfolio was 93.6% leased as of June 30, 2004, up 90 basis points from March 31, 2004 and up 210 basis points from June 30, 2003. Preliminary data from Torto Wheaton Research indicate national industrial occupancy at the end of the second quarter was 88.6%, representing a 30 basis point increase from March 31, 2004 — the first improvement in national occupancy in 14 quarters.

Cash-basis same store net operating income decreased 6.1% in second quarter 2004, driven by lower rents on lease renewals in the current period and receipt of lease termination fees in the same quarter in 2003, partially offset by current period occupancy improvements. Without the effect of lease termination fees, same store net operating income declined 1.6%. For the year to date, same store net operating income declined 4.4%; without the impact of lease termination fees, year to date same store net operating income was down 2.3%.

Investment Activity

During the second quarter, we acquired 2.7 million square feet in 39 buildings for a total acquisition cost of $305.1 million. Significant acquisitions in the quarter expanded our industrial holdings in northern New Jersey, marked our initial investment at Amsterdam Airport Schiphol, and completed the acquisition of the final phase of the previously announced International Airport Centers portfolio with four buildings at JFK International Airport and a single facility at Houston’s George Bush Intercontinental Airport.

During the quarter, we stabilized 470,600 square feet of newly developed facilities in Los Angeles and Mexico City. Together, the fully leased facilities have a total investment of $26.9 million. Our industrial development and renovation pipeline in North America, Europe and Asia totals an estimated 6.2 million square feet with deliveries slated through 2006. Expected investment in the current development pipeline now totals $353.8 million.

The quarter included dispositions of two buildings for an aggregate $12.9 million. In addition, we generated $2.6 million of net development profits through sales of land and projects from our development for sale pipeline.

Prospective Target Markets

In May, we appointed executive vice president David S. Fries as chairman of AMB China, Ltd. Mr. Fries has relocated to Shanghai and is leading our evaluation of industrial development opportunities at airport and seaport locations in Shanghai, Beijing and the Pearl River Delta.

Financing Activities

Also during the quarter and as previously announced, AMB Property, L.P., in which we are the general partner, completed the early renewal of its senior unsecured revolving line of credit in the amount of $500 million. The three-year credit facility includes a multi-currency component under which up to $250 million can be drawn in yen, euros or pounds sterling. The line, which matures in June 2007 and carries a one-year extension option, can be increased to $700 million upon certain conditions, and replaces AMB Property, L.P.’s previous $500 million credit facility that was to mature in December 2005. The line is priced at 60 basis points over the applicable LIBOR index, with an annual facility fee of 20 basis points, based on the current credit rating of our long-term debt.

During the quarter, we completed a series of financings in support of our global operations. We, through a subsidiary, entered into an unsecured revolving credit facility for loans of up to 24 billion Japanese yen (approximately $220 million at current exchange rates). The facility is currently priced at TIBOR plus 60 basis points with an annual facility fee of 20 basis points. The facility matures in June 2007 and has a one-year extension option.

Continuing our strategy of borrowing in local currencies to fund international investments, we completed our first yen-based long-term financing with the closing of seven-year financing on four AMB-owned properties in greater Tokyo totaling 4.5 billion Japanese yen (approximately $41 million at current exchange rates). The debt carries a fixed interest rate of 2.94 percent.

Staffing Updates

During the quarter, we announced three officer promotions. In Chicago, Steven T. Kimball has been named Senior Vice President, Regional Manager. In San Francisco, Tracy M. Abels has been promoted to Vice President, Associate Counsel and Michael P. Brown has been promoted to Vice President, Capital Markets. Further, in Amsterdam, we announced the appointment of Arthur Tielens as Vice President and Regional Manager Europe, and Mo Barzegar as Chief Investment Officer Europe.

Supplemental Earnings Measure

We report funds from operations per fully diluted share and unit (FFOPS) in accordance with the standards established by NAREIT. Second quarter 2004 FFOPS increased nearly six percent to $0.55 from $0.52 at June 30, 2003, exceeding our guidance of $0.52 — $0.53 per share. The improved results were due to stronger core operations and $0.02

of development profits realized in the quarter that had been expected later in the year. FFOPS for the first half of 2004 was $1.08, below 2003 FFOPS for the same period of $1.13.

Included in the footnotes to our attached financial statements is a discussion of why management believes funds from operations is a useful supplemental measure of operating performance, of ways in which investors might use funds from operations when assessing the company’s financial performance, and of funds from operations’ limitations as a measurement tool.

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

CONSOLIDATED BALANCE SHEETS
(dollars in thousands)

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

CONSOLIDATED STATEMENTS OF FUNDS FROM OPERATIONS (1)
(dollars in thousands, except share data)

ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS.

(c)

Exhibits:

ITEM 12 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On July 13, 2004, we issued a press release entitled “AMB Property Corporation Announces Second Quarter 2004 Results,” which sets forth our results of operations for the second quarter of 2004. 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 U.S. Securities and Exchange Commission.

Forward Looking Statements

Some of the information included in this report contains forward-looking statements, such as statements pertaining to our business strategy, future plans and performance, and operating results, including expected project completion dates and expected total investments. 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 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.

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.

	AMB Property Corporation (Registrant)
Date: July 14, 2004	By:	/s/ Tamra Browne
		Tamra Browne
		Senior Vice President, General Counsel and Secretary

Exhibit Index