<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-Q/A
                                 AMENDMENT NO. 2


          [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2002
                                           --------------


                         Commission File Number 1-15663
                                                -------

                         AMERICAN REALTY INVESTORS, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                    Nevada                                    75-2847135
        -------------------------------                -------------------------
        (State or Other Jurisdiction of                    (I.R.S. Employer
        Incorporation or Organization)                    Identification No.)


              1800 Valley View Lane, Suite 300, Dallas, Texas          75234
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices)             (Zip Code)


                                 (469) 522-4200
                        -------------------------------
                         (Registrant's Telephone Number,
                              Including Area Code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes  X    No
    ---      ---


                     APPLICABLE ONLY TO CORPORATE ISSUERS:


Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.


Common Stock, $.01 par value                           11,375,127
----------------------------             ---------------------------------------
          (Class)                            (Outstanding at April 26, 2002)

                                       1

<PAGE>

This Form 10-Q/A Amendment No. 2 amends the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2002 as follows:


ITEM 1. FINANCIAL STATEMENTS

        Consolidated Statements of Operations - pages 4, 5

        NOTE 1. "BASIS OF PRESENTATION" - pages 9, 10
        NOTE 10. "OPERATING SEGMENTS" - pages 19, 20
        NOTE 11. "DISCONTINUED OPERATIONS" - pages 20, 21

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

        "Results of Operations" - pages 28 - 30

This amendment is made pursuant to the SEC Staff comment letter dated January 7,
2003, to revise the presentation of discontinued operations, pursuant to
Statement of Financial Accounting Standards No. 144. See NOTE 1. "BASIS OF
PRESENTATION."

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The accompanying Consolidated Financial Statements have not been audited by
independent certified public accountants but in the opinion of the management of
American Realty Investors, Inc. ("ARI"), all adjustments (consisting of normal
recurring accruals) necessary for a fair presentation of consolidated results of
operations, consolidated financial position and consolidated cash flows at the
dates and for the periods indicated, have been included.

                         AMERICAN REALTY INVESTORS, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                   March 31,    December 31,
                                                                      2002          2001
                                                                 ------------- -------------
                                                                   (dollars in thousands,
                                      Assets                          except per share)
                                      ------
<S>                                                               <C>           <C>
Real estate held for investment ...............................   $   473,583   $   495,437
Less - accumulated depreciation ...............................      (116,003)     (121,777)
                                                                  -----------   -----------
                                                                      357,580       373,660

Real estate held for sale .....................................       212,626       214,543

Notes and interest receivable
    Performing ($21,217 in 2002 and $18,896 in 2001 from
        affiliates) ...........................................        23,320        22,612
    Nonperforming ($6,747 in 2002 and $6,994 in 2001
        from affiliates) ......................................         7,764        10,347
                                                                  -----------   -----------
                                                                       31,084        32,959

Less--allowance for estimated losses ..........................        (2,577)       (2,577)
                                                                  -----------   -----------
                                                                       28,507        30,382

Pizza parlor equipment ........................................        10,845        10,454
Less - accumulated depreciation ...............................        (4,052)       (3,747)
                                                                  -----------   -----------
                                                                        6,793         6,707

Leasehold interest - oil and gas properties ...................         4,719         4,719
Less - accumulated depletion ..................................            (1)           (1)
                                                                  -----------   -----------
                                                                        4,718         4,718

Oilfield equipment ............................................           511           511
Less - accumulated depreciation ...............................           (21)          (21)
                                                                  -----------   -----------
                                                                          490           490

Marketable equity securities, at market value .................           162            96
Cash and cash equivalents .....................................           903           709
Investments in equity investees ...............................        76,460        77,933
Intangibles, net of accumulated amortization ($2,681
    in 2002 and $2,666 in 2001) ...............................        15,580        15,594
Other assets ..................................................        31,996        33,931
                                                                  -----------   -----------
                                                                  $   735,815   $   758,763
                                                                  ===========   ===========
</TABLE>

The accompanying notes are an integral part of these Consolidated Financial
Statements.

                                        2

<PAGE>

                         AMERICAN REALTY INVESTORS, INC.
                     CONSOLIDATED BALANCE SHEETS - Continued

<TABLE>
<CAPTION>
                                                                                    March 31,  December 31,
                                                                                      2002         2001
                                                                                 --------------------------
                                                                                   (dollars in thousands,
                                                                                      except per share)
<S>                                                                              <C>            <C>
                      Liabilities and Stockholders' Equity

Liabilities
Notes and interest payable ($14,240 in 2002 and $1,598 in
    2001 to affiliates) .......................................................    $ 563,840    $ 564,298
Margin borrowings .............................................................       27,105       28,040
Accounts payable and other liabilities ($6,320 in 2002 and
    $11,389 in 2001 to affiliates) ............................................       40,951       48,960
                                                                                   ---------    ---------
                                                                                     631,896      641,298

Minority interest .............................................................       23,155       27,612

Series F Preferred Stock, 3,968.75 shares in 2002 and 2001
    (liquidation preference $3,969) ...........................................        3,969        3,969

Commitments and contingencies

Stockholders' equity
Preferred Stock, $2.00 par value, authorized 50,000,000 shares, issued and
    outstanding Series A, 2,724,910 shares in 2002 and 2001
        (liquidation preference $27,249) ......................................        4,850        4,850
    Series E, 50,000 shares in 2002 and 2001 (liquidation
        preference $5,000) ....................................................          100          100
Common Stock, $.01 par value, authorized 100,000,000
    shares; issued 11,375,127 shares in 2002 and 2001 .........................          114          114
Paid-in capital ...............................................................       96,529       97,140
Accumulated (deficit) .........................................................      (25,257)     (16,320)
Accumulated other comprehensive income ........................................          459           --
                                                                                   ---------    ---------

                                                                                      76,795       85,884
                                                                                   ---------    ---------

                                                                                   $ 735,815    $ 758,763
                                                                                   =========    =========
</TABLE>

The accompanying notes are an integral part of these Consolidated Financial
Statements.

                                        3

<PAGE>

                         AMERICAN REALTY INVESTORS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                For the Three Months
                                                                                  Ended March 31,
                                                                             -------------------------
                                                                                2002          2001
                                                                             -----------   -----------
                                                                              (dollars in thousands,
                                                                                 except per share)
<S>                                                                          <C>           <C>
Property revenue
   Rents ................................................................    $    28,634   $    32,145
   Property operations expenses .........................................         19,613        22,961
                                                                             -----------   -----------
    Operating income ....................................................          9,021         9,184

Land operations
   Sales ................................................................          5,580        20,490
   Cost of sales ........................................................          3,381        16,701
                                                                             -----------   -----------
    Gain on land sales ..................................................          2,199         3,789

Pizza parlor operations
   Sales ................................................................          8,540         7,826
   Cost of sales ........................................................          6,953         6,422
                                                                             -----------   -----------
    Gross margin ........................................................          1,587         1,404

Income from operations ..................................................         12,807        14,377

Other income
   Interest income ......................................................            612           384
   Equity in loss of investees ..........................................         (4,012)       (1,447)
   Equity in gain on sale of real estate by equity investees ............             --         1,442
   Loss on sale of investments in equity investees ......................           (531)           --
   Gain on sale of real estate ..........................................             --        16,426
   Other ................................................................            184            33
                                                                             -----------   -----------
                                                                                  (3,747)       16,838
Other expenses
   Interest .............................................................         18,352        17,742
   Depreciation and amortization ........................................          3,499         3,993
   General and administrative ...........................................          3,312         2,398
   Advisory fee to affiliate ............................................          1,736         1,760
   Incentive fee to affiliate ...........................................             --         1,521
   Minority interest ....................................................            787         1,575
                                                                             -----------   -----------
                                                                                  27,686        28,989
                                                                             -----------   -----------

Net income (loss) from continuing operations ............................        (18,626)        2,226

Discontinued operations
   Income (loss) from operations ........................................            (57)          164
   Gain on sale of real estate ..........................................          5,615            --
   Equity in gain on sale of real estate by equity investees ............          4,131            --
                                                                             -----------   -----------
Net income from discontinued operations .................................          9,689           164

Net income (loss) .......................................................         (8,937)        2,390

Preferred dividend requirement ..........................................           (611)         (642)
                                                                             -----------   -----------
Net income (loss) applicable to Common shares ...........................    $    (9,548)  $     1,748
                                                                             ===========   ===========
</TABLE>

The accompanying notes are an integral part of these Consolidated Financial
Statements.

                                        4

<PAGE>

                         AMERICAN REALTY INVESTORS, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS - Continued

<TABLE>
<CAPTION>
                                                                               For the Three Months
                                                                                 Ended March 31,
                                                                             -------------------------
                                                                                2002          2001
                                                                             -----------   -----------
                                                                              (dollars in thousands,
                                                                                 except per share)

<S>                                                                          <C>           <C>
Earnings per share

   Net income (loss) from continuing operations .........................    $     (1.69)  $       .16
   Discontinued operations ..............................................            .85           .01
                                                                             -----------   -----------

   Net income (loss) applicable to Common shares ........................    $      (.84)  $       .17
                                                                             ===========   ===========

Weighted average Common shares used in computing earnings per share .....     11,375,127    10,104,268
                                                                             ===========   ===========
</TABLE>

The accompanying notes are an integral part of these Consolidated Financial
Statements.

                                        5

<PAGE>

                         AMERICAN REALTY INVESTORS, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                    For the Three Months Ended March 31, 2002

<TABLE>
<CAPTION>
                                                                                                         Accumulated
                                                 Series A   Series E                                        Other
                                                Preferred  Preferred   Common   Paid-in    Accumulated  Comprehensive  Stockholders'
                                                  Stock      Stock      Stock   Capital     (Deficit)       Income        Equity
                                                  -----      -----      -----   -------      -------        ------        ------
                                                                       (dollars in thousands, except per share)
<S>                                             <C>        <C>         <C>        <C>       <C>           <C>          <C>
Balance, January 1, 2002 ......................   $4,850    $   100    $   114  $ 97,140    $(16,320)      $   --        $ 85,884

Comprehensive income
   Foreign currency translation gain                  --         --         --        --          --          459             459
   Net loss ...................................       --         --         --        --      (8,937)          --          (8,937)
                                                                                                                         --------
Preferred dividends                                                                                                        (8,478)
   Series A Preferred Stock ($.25 per
      share) ..................................       --         --         --      (604)         --           --            (604)
   Series E Preferred Stock ($.15 per
      share) ..................................       --         --         --        (7)         --           --              (7)
                                                  ------    -------    -------  --------    --------       ------        --------

Balance, March 31, 2002 .......................   $4,850    $   100    $   114  $ 96,529    $(25,257)      $  459        $ 76,795
                                                  ======    =======    =======  ========    ========       ======        ========
</TABLE>

The accompanying notes are an integral part of these Consolidated Financial
Statements.

                                       6

<PAGE>

                         AMERICAN REALTY INVESTORS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                   For the Three Months
                                                                                      Ended March 31,
                                                                                ---------------------------
                                                                                   2002              2001
                                                                                ---------         ---------
                                                                                  (dollars in thousands)
<S>                                                                             <C>               <C>
Cash Flows From Operating Activities
    Rents collected ......................................................       $ 29,045          $ 33,070
    Pizza parlor sales collected .........................................          8,303             7,848
    Interest collected ...................................................            666               231
    Payments for property operations .....................................        (21,603)          (29,149)
    Payments for pizza parlor operations .................................         (7,352)           (6,324)
    Interest paid ........................................................        (15,184)          (15,986)
    Advisory fee paid to affiliate .......................................         (1,736)           (1,760)
    Distributions to minority interest holders ...........................           (787)             (574)
    General and administrative expenses paid .............................         (3,312)           (2,398)
    Other ................................................................            398              (881)
                                                                                ---------         ---------

          Net cash used in operating activities ..........................        (11,562)          (15,923)

Cash Flows From Investing Activities
    Collections on notes receivable ......................................          3,689             2,695
    Pizza parlor equipment purchased .....................................           (391)             (292)
    Proceeds from sale of real estate ....................................         22,175            30,771
    Notes receivable funded ..............................................         (1,868)          (13,654)
    Earnest money/escrow deposits ........................................            232            (4,347)
    Investment in real estate entities ...................................          1,071                --
    Acquisition of partnership interest ..................................             --            (9,734)
    Real estate improvements .............................................         (2,063)           (3,435)
                                                                                ---------         ---------

          Net cash provided by investing activities ......................         22,845             2,004

Cash Flows from Financing Activities
    Proceeds from notes payable ..........................................         26,084            28,998
    Payments on notes payable ............................................        (29,628)          (16,111)
    Deferred borrowing costs .............................................           (915)           (1,858)
    Net (payments to)/advances from affiliates ...........................         (5,069)            4,159
    Margin borrowings, net ...............................................           (950)            2,402
    Repurchase of Common Stock ...........................................             --              (133)
    Preferred dividends paid .............................................           (611)              (37)
                                                                                ---------         ---------

          Net cash (used in) provided by financing activities ............        (11,089)           17,420

          Net increase in cash and cash equivalents ......................            194             3,501
Cash and cash equivalents, beginning of period ...........................            709             4,177
                                                                                ---------         ---------
Cash and cash equivalents, end of period .................................       $    903          $  7,678
                                                                                =========         =========
</TABLE>

The accompanying notes are an integral part of these Consolidated Financial
Statements.

                                       7

<PAGE>

                         AMERICAN REALTY INVESTORS, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued

<TABLE>
<CAPTION>
                                                                    For the Three Months
                                                                       Ended March 31,
                                                                   ----------------------
                                                                      2002        2001
                                                                   ----------  ----------
                                                                   (dollars in thousands)
<S>                                                                <C>         <C>
Reconciliation of net income to net cash used in
  operating activities
  Net income (loss) .............................................  $   (8,937) $    2,390
  Adjustments to reconcile net income to net cash
    used in operating activities
    Depreciation, depletion and amortization ....................       3,555       4,079
    Gain on sale of real estate .................................      (7,814)    (20,215)
    Distributions to minority interest holders ..................          --       1,001
    Equity in (income) loss of investees ........................        (119)          5
    Loss on sale of investments in equity investees .............         531          --
    (Increase) decrease in accrued interest receivable ..........          54        (153)
    Decrease in other assets ....................................       2,551       1,187
    Increase (decrease) in accrued interest payable .............         712        (199)
    Decrease in accounts payable and other liabilities ..........      (2,095)     (4,018)
                                                                   ----------  ----------

      Net cash used in operating activities .....................  $  (11,562) $  (15,923)
                                                                   ==========  ==========


Schedule of noncash investing and financing

  Notes payable assumed by buyer on sale of real estate .........  $    1,389  $   12,215

  Notes receivable from sale of real estate .....................          --       2,123
</TABLE>

The accompanying notes are an integral part of these Consolidated Financial
Statements.

                                        8

<PAGE>

                         AMERICAN REALTY INVESTORS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.   BASIS OF PRESENTATION

The accompanying Consolidated Financial Statements have been prepared in
conformity with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. Dollar amounts in tables are in thousands, except per share amounts.
Certain balances for 2001 have been reclassified to conform to the 2002
presentation.

Operating results for the three month period ended March 31, 2002, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2002. For further information, refer to the Consolidated Financial
Statements and Notes thereto included in ARI's Annual Report on Form 10-K for
the year ended December 31, 2001 (the "2001 Form 10-K").

On January 1, 2002, ARI adopted Statement 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("SFAS No. 144"). The Statement superceded
Statement 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of" ("SFAS No. 121") and Accounting Principles
Board Opinion No. 30, "Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions" ("APB 30"), for segments of a
business to be disposed of. SFAS 144 retains the requirements of SFAS No. 121
relating to the recognition and measurement of an impairment loss and resolves
certain implementation issues resulting from SFAS No. 121. The adoption of SFAS
No. 144 did not have a material impact on the consolidated financial position or
results of operations of ARI.

The financial statements and accompanying footnotes have been amended to revise
the presentation of discontinued operations, pursuant to SFAS No. 144. The
revision had no impact on the net income (loss) for the periods reported.

In April 2002, the FASB issued Statement 145, "Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Correction"
("SFAS No. 145"). Statement 4, "Reporting Gains and Losses from Extinguishment
of Debt" ("SFAS No. 4"), required that gains and losses from the extinguishment
of debt that were included in the determination of net income be aggregated and,
if material, classified as an extraordinary item. The provisions of SFAS No. 145
related to the rescission of SFAS No. 4 become effective in fiscal years
beginning after May 15, 2002. The adoption of SFAS No. 145 will not have a
material impact on the consolidated financial position or results of operations
of ARI.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which addresses accounting for restructuring
and similar costs. SFAS No. 146 supersedes previous

                                        9

<PAGE>

                         AMERICAN REALTY INVESTORS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 1.    BASIS OF PRESENTATION (Continued)

accounting guidance, principally Emerging Issues Task Force ("EITF") Issue No.
94-3. ARI will adopt the provisions of SFAS No. 146 for restructuring activities
initiated after December 31, 2002. SFAS No. 146 requires that the liability for
costs associated with an exit or disposal activity be recognized when the
liability is incurred. Under EITF No. 94-3, a liability for an exit cost was
recognized at the date of a company's commitment to an exit plan. SFAS No. 146
also establishes that the liability should initially be measured and recorded at
fair value. Accordingly, SFAS No. 146 may affect the timing of recognizing
future restructuring costs as well as the amount recognized.

NOTE 2.    REAL ESTATE

In 2002, ARI purchased the following property:

<TABLE>
<CAPTION>
                                                         Purchase    Net Cash       Debt      Interest    Maturity
     Property           Location        Sq.Ft./Acres       Price       Paid       Incurred      Rate        Date
-----------------     ------------     --------------   ----------  ----------   ----------  ----------  ---------
<S>                   <C>              <C>              <C>         <C>          <C>         <C>         <C>
First Quarter
Shopping Center
Plaza on Bachman
 Creek/(1)/           Dallas, TX          80,278 Sq.Ft.     $3,103      $  --       $  --           --          --

Second Quarter
Land
Willow Springs        Beaumont, CA          20.7 Acres         140        152          --           --          --
</TABLE>

----------------------------

(1)  Exchanged with Transcontinental Realty Investors, Inc. ("TCI"), a related
     party, for the Oaktree Village Shopping Center, Rasor land parcel and
     Lakeshore Villas land parcel.

In 2002, ARI sold the following properties:

<TABLE>
<CAPTION>
                                                Units/            Sales        Net Cash        Debt         Gain/(Loss)
     Property              Location           Acres/Sq.Ft.        Price        Received     Discharged        on Sale
-----------------       -------------        --------------     ---------      ----------   ------------    -----------
<S>                     <C>                  <C>                <C>            <C>          <C>             <C>
First Quarter
Apartments
Mallard Lake/(1)/        Greensboro, NC          336 Units       $ 14,400       $   --       $ 7,362          $   --
Villas                   Plano, TX               208 Units          8,525        3,701         4,023           5,615

Land
Katrina                  Palm Desert, CA         2.1 Acres       $  1,323       $  (40)      $ 1,237          $  978
Lakeshore Villas/(2)/    Harris County, TX      16.9 Acres          1,499          215            --              --
Rasor/(2)/               Plano, TX              24.5 Acres          1,211          174            --              --
Thompson II              Dallas County, TX        .2 Acres             21           20            --             (11)
Vista Ridge              Lewisville, TX         10.0 Acres          1,525          130         1,220             401

Shopping Center
Oaktree Village/(2)/     Lubbock, TX          45,623 Sq.Ft.         2,302          131         1,389/(3)/         --

Second Quarter
Land
Mason Goodrich           Houston, TX             7.9 Acres            672           46           554             258
</TABLE>

------------------------
(1)  Exchanged for Governor's Square, Grand Lagoon, Park Avenue, Greenbriar,
     Regency and Westwood Apartments.

                                       10

<PAGE>

                         AMERICAN REALTY INVESTORS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 2.    REAL ESTATE (Continued)

(2) Exchanged with TCI, a related party, for the Plaza on Bachman Creek Shopping
    Center.
(3) Debt assumed by purchaser.

In 2001, ARI sold the following properties:

<TABLE>
<CAPTION>
                                              Units/         Sales     Net Cash       Debt        Gain on
    Property            Location           Acres/Sq.Ft.      Price     Received    Discharged      Sale
----------------  ------------------      --------------   -------    ----------  ------------   ---------
<S>              <C>                      <C>              <C>        <C>         <C>           <C>
First Quarter
Apartments
Carriage Park     Tampa, FL                   46 Units     $ 2,005     $   757      $ 1,069      $   663
Rockborough       Denver, CO                 345 Units      16,675       3,654       12,215       13,471

Land
Frisco Bridges    Collin County, TX         27.8 Acres       4,500       4,130           --           25
Katrina           Palm Desert, CA           20.0 Acres       2,831        (124)         596          830/(2)/
Las Colinas       Las Colinas, TX            1.7 Acres         825         233          400          539
Plano Parkway     Plano, TX                 11.3 Acres       1,445         312          950           --
Scoggins          Tarrant County, TX       232.8 Acres       2,913         892        1,800          181
Scout             Tarrant County, TX       408.0 Acres       5,087       1,586        3,200        2,969
Tree Farm         Dallas County, TX         10.4 Acres       2,888         (87)       2,644           75

Shopping Center
Regency Pointe    Jacksonville, FL         67,063 Sq.Ft.     7,350       5,126        1,500        2,232
</TABLE>

----------------------
(1) Debt assumed by purchaser.
(2) Gain deferred until 2002, when ARI-provided financing was collected.

NOTE 3.    NOTES RECEIVABLE

In March 2001, ARI sold a 20.0 acre tract of its Katrina land parcel for $2.8
million, receiving $700,000 in cash and providing purchase money financing of
the remaining $2.1 million of the sales price. The loan bore interest at 12.0%
per annum and matured in July 2001. All principal and interest were due at
maturity. In January 2002, $274,000 in principal and $226,000 in interest was
collected. In March 2002, the note was collected in full, including accrued but
unpaid interest.

In November 2001, ARI sold a 12.7 acre tract of its Santa Clarita parcel for
$1.9 million, receiving $1.5 million in cash and providing purchase money
financing of the remaining $437,000 of the sales price. The loan bears interest
at 8.0% per annum and matures in November 2002. All principal and accrued but
unpaid interest are due at maturity.

Also in November 2001, ARI sold the Blackhawk Apartments for $7.1 million,
receiving $1.5 million in cash after the assumption of $4.0 million of mortgage
debt and providing purchase money financing of the remaining $1.6 million of the
sales price. The loan bore interest at 10.0% per annum and matured in May 2002.
Monthly principal and interest payments were required. In April 2002, the note
was collected in full, including accrued but unpaid interest.

In December 1999, a note with a principal balance of $1.2 million, secured by a
pledge of a partnership interest in a partnership which

                                       11

<PAGE>

                         AMERICAN REALTY INVESTORS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 3.    NOTES RECEIVABLE (Continued)

owns real estate in Addison, Texas, matured. The maturity date was extended to
April 2000 in exchange for an increase in the interest rate to 14.0% per annum.
All other terms remained the same. In February 2001, the loan amount was
increased to $1.6 million and the maturity date was extended to June 2001. In
February 2002, $1.5 million in principal and $87,000 in interest were collected.
At May 2002, terms are being negotiated for collection of the remaining $84,000
in principal plus accrued but unpaid interest.

Related Party. In March 2001, ARI funded $13.6 million of a $15.0 million
unsecured line of credit to One Realco Corporation ("One Realco"), which owns
approximately 14.8% of the outstanding shares of ARI's Common Stock. The line of
credit bears interest at 12.0% per annum. All principal and interest were due at
maturity in February 2002. The line of credit is guaranteed by Basic Capital
Management, Inc. ("BCM"), ARI's advisor. In June 2001, $394,000 in principal and
$416,000 in interest was collected. In December 2001, $21,000 in principal and
$804,000 in interest was collected. In February 2002, the maturity date was
extended to February 2004. In March 2002, ARI funded an additional $1.8 million,
increasing the outstanding principal balance to $15.0 million. All principal and
interest are due at maturity. Ronald E. Kimbrough, Executive Vice President and
Chief Financial Officer of ARI, is a 10% shareholder of One Realco. Mr.
Kimbrough does not participate in day-to-day operations or management of One
Realco.

In October 1999, ARI funded a $4.7 million loan to Realty Advisors, Inc., an
affiliate. The loan was secured by all of the outstanding shares of common stock
of American Reserve Life Insurance Company. The loan bore interest at 10.25% per
annum and matured in November 2001. In January 2000, $100,000 was collected. In
November 2001, the maturity date was extended to November 2004. The collateral
was changed to a subordinate pledge of 850,000 shares of ARI Common Stock owned
by BCM. The shares are also pledged to a lender on ARI's behalf. The interest
rate was changed to 2% over the prime rate, currently 6.75% per annum, and the
accrued but unpaid interest of $984,000 was added to the principal. The new
principal balance is $5.6 million. All principal and accrued interest are due at
maturity.

In December 2000, an unsecured loan with a principal balance of $1.8 million to
Warwick of Summit, Inc. ("Warwick") matured. All principal and interest were due
at maturity. In February 2002, $275,000 of interest was received. At March 2002,
the loan, and $239,000 of accrued interest, remained unpaid. At May 2002,
settlement terms are being negotiated. Richard D. Morgan, a Warwick shareholder,
served as a director of ARI until October 2001.

In December 2000, a loan with a principal balance of $1.6 million to Bordeaux
Investments Two, L.L.C. ("Bordeaux"), matured. The loan is secured by (1) a 100%
interest in Bordeaux, which owns a shopping center

                                       12

<PAGE>

                         AMERICAN REALTY INVESTORS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 3.   NOTES RECEIVABLE (Continued)

in Oklahoma City, Oklahoma; (2) 100% of the stock of Bordeaux Investments One,
Inc., which owns 6.5 acres of undeveloped land in Oklahoma City, Oklahoma; and
(3) the personal guarantees of the Bordeaux members. At March 2002, the loan,
and $520,000 of accrued interest, remained unpaid. At May 2002, settlement terms
are being negotiated. Richard D. Morgan, a Bordeaux member, served as a director
of ARI until October 2001.

In March 2000, a loan with a principal balance of $2.5 million to Lordstown,
L.P., matured. The loan is secured by a second lien on land in Ohio and Florida,
by 100% of the general and limited partner interest in Partners Capital, Ltd.,
the limited partner of Lordstown, L.P., and a profits interest in subsequent
land sales. At March 2002, the loan, and $820,000 of accrued interest, remained
unpaid. At May 2002, settlement terms are being negotiated. A corporation
controlled by Richard D. Morgan is the general partner of Lordstown, L.P. Mr.
Morgan served as a director of ARI until October 2001.

NOTE 4.   OIL AND GAS OPERATIONS

In May 2001, ARI purchased the leasehold interests in 37 oil and gas mineral
development properties, which include 131 drilled wells. The total proved
reserves are 6.5 million barrels of oil and 3.3 billion cubic feet of natural
gas. The total purchase price was $4.7 million, plus a 40% profit participation.
The Operator's Interest was purchased for $375,000, with $25,000 cash paid at
closing. ARI gave a note payable for the remaining $350,000. The note bears no
interest, and matures in May 2002. Monthly principal payments of $25,000 are
required. The Working Interests were purchased for $4.3 million, with $125,000
cash paid at closing. ARI gave a note payable for $250,000. The note bears no
interest, and matured in November 2001. One-half of the principal was paid in
August 2001. The remaining $4.0 million was paid by issuing 3,968.75 shares of
ARI Series F Preferred Stock, which is redeemable quarterly in an amount equal
to 20% of net cash flow from the oil and gas operations. The stock has a
liquidation value of $1,000 per share, and pays no dividends.

NOTE 5.   INVESTMENTS IN EQUITY INVESTEES

Real estate entities. ARI's investment in real estate entities at March 31,
2002, included equity securities of two publicly traded real estate companies,
Income Opportunity Realty Investors, Inc. ("IORI") and TCI, and interests in
real estate joint venture partnerships. BCM, ARI's advisor, serves as advisor to
IORI and TCI.

ARI accounts for its investment in IORI and TCI and the joint venture
partnerships using the equity method. The equity securities of IORI and TCI are
pledged as collateral for borrowings. See NOTE 8. "MARGIN BORROWINGS."

                                       13

<PAGE>

                         AMERICAN REALTY INVESTORS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 5.   INVESTMENTS IN EQUITY INVESTEES (Continued)

ARI's investment in real estate entities, accounted for using the equity method,
at March 31, 2002 was as follows:

                  Percentage       Carrying       Equivalent
                   of ARI's        Value of        Investee       Market Value
                 Ownership at   Investment at   Book Value at   of Investment at
   Investee     March 31, 2002  March 31, 2002  March 31, 2002   March 31, 2002
--------------  --------------  --------------  --------------   --------------
IORI ........       28.49%         $  8,234        $ 11,480         $  7,440
TCI .........       49.99%           67,147         107,650           66,745
                                   --------                         --------
                                     75,381                         $ 74,185
                                                                    ========
Other .......                         1,079
                                   --------
                                   $ 76,460
                                   ========

Management continues to believe that the market value of both IORI and TCI
undervalues their assets, and, therefore, ARI may continue to increase its
ownership in these entities in 2002, as its liquidity permits. On October 3,
2000, ARI and IORI entered into a stock option agreement which provided IORI and
ARI with an option to purchase 1,858,900 shares of TCI common stock from a third
party. On October 19, 2000, IORI assigned all of its rights to purchase such
shares to ARI. The total cost to purchase the TCI shares was $30.8 million. In
October 2000, ARI paid $5.6 million of the option price. In April 2001, the
remainder of the option price was paid and ARI acquired the TCI shares. See ITEM
2. "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" for discussion of the proposed acquisition of TCI and IORI by ARI.

Set forth below is summarized results of operations of equity investees for the
three months ended March 31, 2002:

     Revenues .....................................................  $  35,097
     Equity in income of partnerships .............................     (1,778)
     Property operating expenses ..................................     26,308
     Depreciation .................................................      5,742
     Interest expense .............................................     10,218
                                                                     ---------
     (Loss) before gains on sale of real estate ...................     (8,949)

     Gain on sale of real estate ..................................     11,320
                                                                     ---------
     Net income ...................................................  $   2,371
                                                                     =========

ARI's share of equity investees' loss before gains on the sale of real estate
was $4.0 million for the three months ended March 31, 2002, and its share of
equity investees' gains on sale of real estate was $4.1 million for the three
months ended March 31, 2002.

ARI's cash flow from IORI and TCI is dependent on the ability of each entity to
make distributions. In the fourth quarter of 2000, IORI and TCI suspended
distributions.

                                       14

<PAGE>

                         AMERICAN REALTY INVESTORS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 5.   INVESTMENTS IN EQUITY INVESTEES (Continued)

ART Florida Portfolio II, Ltd. In January 2002, Investors Choice Florida Public
Funds II, in which ART Florida Portfolio II, Ltd. owned an interest, sold Villas
Continental Apartments. ARI received $1.0 million in cash from the sale. ARI's
share of the loss incurred on the sale was $531,000, which is included in loss
on sale of investments in equity investees in the Consolidated Statement of
Operations.

NOTE 6.   MARKETABLE EQUITY SECURITIES - TRADING PORTFOLIO

Since 1994, ARI has been purchasing equity securities of entities other than
those of IORI and TCI to diversify and increase the liquidity of its margin
accounts. These equity securities are considered a trading portfolio and are
carried at market value. In the first quarter of 2002, ARI did not purchase or
sell any such securities. At March 31, 2002, ARI recognized an unrealized
increase in the market value of its trading portfolio securities of $66,000.
Unrealized and realized gains and losses on trading portfolio securities are
included in other income in the accompanying Consolidated Statements of
Operations.

NOTE 7.   NOTES PAYABLE

In 2002, ARI financed/refinanced or obtained second mortgage financing on the
following:

<TABLE>
<CAPTION>
                                              Units/        Debt        Debt      Net Cash    Interest    Maturity
     Property             Location         Acres/Sq.Ft.   Incurred   Discharged   Received      Rate        Date
------------------   -------------------   ------------   --------   ----------   --------    --------    --------
<S>                  <C>                  <C>             <C>        <C>          <C>         <C>         <C>
First Quarter
Office Building
Rosedale Towers      Minneapolis, MN       84,798 Sq.Ft.  $  5,109   $       --   $  5,109   12.000%      12/04/(1)/
Two Hickory Centre   Farmers Branch, TX    96,127 Sq.Ft.     4,448           --      4,448   12.000       12/04/(2)/

Land
Walker               Dallas County, TX       90.6 Acres      8,500        8,500     (1,411)  11.250/(3)/  01/03

Shopping Center
Plaza on Bachman
 Creek               Dallas, TX            80,278 Sq.Ft.     5,000           --      4,444    6.625/(3)/  04/04

Second Quarter
Apartments
Confederate Point    Jacksonville, FL         206 Units      1,929           --      1,929   12.000       04/05/(4)/
Foxwood              Memphis, TN              220 Units      1,093           --      1,093   12.000       04/05/(5)/
Woodsong             Smyrna, GA               190 Units      2,544           --      2,544   12.000       04/05/(6)/

Office Building
One Hickory Centre   Farmers Branch, TX  102,615 Sq.Ft.      4,468           --      4,468   12.000       04/05/(7)/
</TABLE>

-------------------

(1)  In January 2002, IORI, a related party, purchased 100% of the outstanding
     common shares of Rosedale Corporation ("Rosedale"), a wholly-owned
     subsidiary of ARI, for $5.1 million. Rosedale owns the Rosedale Towers
     Office Building. ARI has guaranteed that the asset

                                       15

<PAGE>

                         AMERICAN REALTY INVESTORS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 7. NOTES PAYABLE (Continued)

     will produce at least a 12% annual return on the purchase price for a
     period of three years from the purchase date. If the asset fails to produce
     the 12% return, ARI will pay IORI any shortfall. In addition, if the asset
     fails to produce the 12% return for a calendar year, IORI may require ARI
     to repurchase the shares of Rosedale for the purchase price. Management has
     classified this related party transaction as a note payable to IORI.

(2)  In January 2002, TCI, a related party, purchased 100% of the common shares
     of ART Two Hickory Corporation ("Two Hickory"), a wholly-owned subsidiary
     of ARI, for $4.4 million. Two Hickory owns the Two Hickory Centre Office
     Building. ARI has guaranteed that the asset will produce at least a 12%
     annual return on the purchase price for a period of three years from the
     purchase date. If the asset fails to produce the 12% return, ARI will pay
     TCI any shortfall. In addition, if the asset fails to produce the 12%
     return for a calendar year, TCI may require ARI to repurchase the shares of
     Two Hickory for the purchase price. Management has classified this related
     party transaction as a note payable to TCI.

(3)  Variable interest rate.

(4)  In April 2002, TCI, a related party, purchased all of the general and
     limited partnership interests in Garden Confederate Point, L.P.
     ("Confederate Point") from ARI for $1.9 million. Confederate Point owns the
     Confederate Point Apartments. ARI has guaranteed that the asset will
     produce at least a 12% annual return on the purchase price for a period of
     three years from the purchase date. If the asset fails to produce the 12%
     return, ARI will pay TCI any shortfall. In addition, if the asset fails to
     produce the 12% return for a calendar year, TCI may require ARI to
     repurchase the interests in Confederate Point for the purchase price.
     Management has classified this related party transaction as a note payable
     to TCI.

(5)  In April 2002, TCI, a related party, purchased all of the general and
     limited partnership interests in Garden Foxwood, L.P. ("Foxwood") from ARI
     for $1.1 million. Foxwood owns the Foxwood Apartments. ARI has guaranteed
     that the asset will produce at least a 12% annual return on the purchase
     price for a period of three years from the purchase date. If the asset
     fails to produce the 12% return, ARI will pay TCI any shortfall. In
     addition, if the asset fails to produce the 12% return for a calendar year,
     TCI may require ARI to repurchase the interests in Foxwood for the purchase
     price. Management has classified this related party transaction as a note
     payable to TCI.

(6)  In April 2002, TCI, a related party, purchased all of the general and
     limited partnership interests in Garden Woodsong, L.P. ("Woodsong") from
     ARI for $2.5 million. Woodsong owns the Woodsong

                                       16

<PAGE>

                         AMERICAN REALTY INVESTORS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 7. NOTES PAYABLE (Continued)

     Apartments. ARI has guaranteed that the asset will produce at least a 12%
     annual return on the purchase price for a period of three years from the
     purchase date. If the asset fails to produce the 12% return, ARI will pay
     TCI any shortfall. In addition, if the asset fails to produce the 12%
     return for a calendar year, TCI may require ARI to repurchase the interests
     in Woodsong for the purchase price. Management has classified this related
     party transaction as a note payable to TCI.

(7)  In April 2002, TCI, a related party, purchased 100% of the common shares of
     ART One Hickory Corporation ("One Hickory"), a wholly-owned subsidiary of
     ARI, for $4.5 million. One Hickory owns the One Hickory Centre Office
     Building. ARI has guaranteed that the asset will produce at least a 12%
     annual return on the purchase price for a period of three years from the
     purchase date. If the asset fails to produce the 12% return, ARI will pay
     TCI any shortfall. In addition, if the asset fails to produce the 12%
     return for a calendar year, TCI may require ARI to repurchase the shares in
     One Hickory for the purchase price. Management has classified this related
     party transaction as a note payable to TCI.

In April 2002, ARI sold nine residential properties to partnerships controlled
by Metra Capital, LLC ("Metra"), for a total sales price of $34.2 million. These
properties include: the 12 unit Bay Anchor Apartments in Panama City, Florida;
the 168 unit Governor Square Apartments in Tallahassee, Florida; the 54 unit
Grand Lagoon Cove Apartments in Panama City, Florida; the 92 unit Oak Hill
Apartments in Tallahassee, Florida; the 121 unit Park Avenue Villas Apartments
in Tallahassee, Florida; the 62 unit Seville Apartments in Tallahassee, Florida;
the 120 unit Westwood Apartments in Mary Ester, Florida; the 64 unit Windsor
Tower Apartments in Ocala, Florida and the 546 unit Woodhollow Apartments in San
Antonio, Texas. Innovo Group, Inc. ("Innovo"), is a limited partner in the
partnerships that purchased the properties. Joseph Mizrachi, a Director of ARI,
controls approximately 11.67% of the outstanding common stock of Innovo.
Management has determined to treat this sale as a refinancing transaction. ARI
will continue to report the assets and the new debt incurred by Metra on its
financial statements. ARI received net cash of $8.3 million after paying off the
existing debt of $19.3 million and various closing costs, including $342,000 in
brokerage commissions to Third Millennium Partners, LLC. Of the total new debt
of $29.2 million, $8.8 million bears interest at 5.00% per annum and matures in
May 2003, $17.0 million bears interest at 7.12% per annum and matures in May
2007 and $3.4 million bears interest at 7.57% per annum and matures in May 2012.
ARI also received $6.3 million of 8% non-recourse, non-convertible Series A
Preferred Stock ("Preferred Shares") of Innovo.

The dividend on the Preferred Shares will be funded entirely and solely through
member distributions from cash flows generated by the operation

                                       17

<PAGE>

                         AMERICAN REALTY INVESTORS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 7.   NOTES PAYABLE (Continued)

and subsequent sale of the sold properties. In the event the cash flows for the
properties are insufficient to cover the 8% annual dividend, Innovo will have no
obligation to cover any shortfall.

The Preferred Shares have a mandatory redemption feature, and are redeemable
from the cash proceeds received by Innovo from the operation and sale of the
properties. All member distributions that are in excess of current and accrued
8% dividends must be used by Innovo to redeem the Preferred Shares. Since
redemption of the shares is subject to the above future events, management has
elected to record no basis in the Preferred Shares.

In 2001, ARI financed/refinanced or obtained second mortgage financing on the
following:

<TABLE>
<CAPTION>
                                                              Debt        Debt     Net Cash  Interest  Maturity
      Property              Location            Acres       Incurred   Discharged  Received    Rate      Date
--------------------  --------------------  -------------  ----------  ----------  --------  --------  --------
<S>                   <C>                   <C>            <C>         <C>         <C>       <C>       <C>
First Quarter
Land
Mason/Goodrich            Houston, TX        235.0 Acres   $    6,750  $       --  $  6,302    14.00%    01/02
Pioneer Crossing          Austin, TX         350.1 Acres        7,000          --     6,855    16.90     03/05
Pioneer Crossing          Austin, TX          14.5 Acres        2,500          --     2,350    14.50     01/02
</TABLE>

NOTE 8.   MARGIN BORROWINGS

ARI has margin arrangements with various financial institutions and brokerage
firms which provide for borrowing of up to 50% of the market value of marketable
equity securities. The borrowings under such margin arrangements are secured by
equity securities of IORI and TCI and ARI's trading portfolio securities and
bear interest rates ranging from 5.75% to 24.0%. Margin borrowing totaled $27.1
million at March 31, 2002.

In April 2000, ARI obtained a security loan in the amount of $5.0 million from a
financial institution. ARI received net cash of $4.6 million after paying
various closing costs. The loan bears interest at 1% over the prime rate,
currently 5.75% per annum, requires monthly payments of interest and matures in
September 2002. The loan is secured by 1,050,000 shares of ARI Common Stock held
by BCM, ARI's advisor.

In March 2001, ARI obtained a security loan in the amount of $3.5 million from a
financial institution. ARI received net cash of $3.5 million after paying
various closing costs. The loan bore interest at 16.0% per annum. In April and
May 2001, a total of $2.0 million in principal paydowns were made. In July 2001,
the loan was repaid in full, including accrued but unpaid interest. The loan was
secured by 472,000 shares of TCI owned by ARI and 128,000 shares of ARI owned by
One Realco.

In September 2001, ARI obtained a security loan in the amount of $20.0 million
from a financial institution. ARI received net cash of $16.1 million after the
payment of various closing costs and $3.4 million

                                       18

<PAGE>

                         AMERICAN REALTY INVESTORS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 8.   MARGIN BORROWINGS (Continued)

repayment of principal and accrued interest on an existing loan with the same
lender. Of the total loan amount, $19.5 million bears interest at 24% per annum,
while the remaining $500,000 bears interest at 20% per annum. The loan requires
monthly payments of interest only and matures in September 2002. The loan is
secured by 2,602,608 shares of TCI common stock held by ARI and 920,507 shares
of TCI common stock held by BCM, ARI's advisor.

In October 2001, ARI obtained a security loan in the amount of $1.0 million from
a financial institution. ARI received net cash of $1.0 million after payment of
various closing costs. The loan bears interest at 1% over the prime rate,
currently 5.75% per annum, requires monthly payments of interest only and
matures in October 2003. The loan is callable upon 60 days prior notice, and is
secured by 200,000 shares of ARI Common Stock held by BCM, ARI's advisor.

NOTE 9.   INCOME TAXES

Financial statement income varies from taxable income principally due to the
accounting for income and losses of investees, gains and losses from asset
sales, depreciation on owned properties, amortization of discounts on notes
receivable and payable and the difference in the allowance for estimated losses.
ARI had no taxable income or provision for income taxes in the three months
ended March 31, 2002 or 2001.

NOTE 10.  OPERATING SEGMENTS

Significant differences among the accounting policies of the operating segments
as compared to the Consolidated Financial Statements principally involve the
calculation and allocation of administrative expenses. Management evaluates the
performance of each of the operating segments and allocates resources to them
based on their net operating income and cash flow. Items of income that are not
reflected in the segments are equity in (loss) of investees, equity in gain on
sale of real estate by equity investees, loss on sale of investments in equity
investees and other income which totaled $(228,000) for the three months ended
March 31, 2002 and $28,000 for 2001. Expenses that are not reflected in the
segments are general and administrative expenses, minority interest, incentive
fees, advisory fees and net income fees which totaled $6.4 million for the three
months ended March 31, 2002 and $7.3 million for 2001. Excluded from operating
segment assets are assets of $116.3 million in 2002 and $96.2 million in 2001,
which are not identifiable with an operating segment. There are no intersegment
revenues and expenses, and ARI conducted all of its business within the United
States, with the exception of Hotel Sofia, which is located in Bulgaria.

                                       19

<PAGE>

                         AMERICAN REALTY INVESTORS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 10. OPERATING SEGMENTS (Continued)

Presented below are ARI's reportable segments operating income for the three
months ended March 31, and segment assets at March 31.

<TABLE>
<CAPTION>
                                Commercial                 U.S.    International                Pizza     Receivables/
       2002                     Properties   Apartments   Hotels      Hotels         Land      Parlors       Other         Total
---------------------           ----------   ----------  --------  -------------  ----------  ---------   ------------  -----------
<S>                             <C>          <C>         <C>       <C>            <C>         <C>         <C>           <C>
Operating revenue ...........   $   10,419   $   10,349  $  6,558  $      1,003   $       62  $   8,540   $        243  $    37,174
Interest income .............           --           --        --            --           --         --            612          612
Operating expenses ..........        5,458        5,893     5,229           575        2,374      6,953             84       26,566
                                ----------   ----------  --------  ------------   ----------  ---------   ------------  -----------
Operating income
   (loss) ...................   $    4,961   $    4,456  $  1,329  $        428   $   (2,312) $   1,587   $        771  $    11,220
                                ==========   ==========  ========  ============   ==========  =========   ============  ===========

Depreciation ................   $    1,568   $      885  $    523  $        264   $       --  $     257   $          2  $     3,499
Interest ....................        4,738        2,957     1,131            30        6,168        203          3,125       18,352
Capital expenditures ........        1,289          212       161            --          393        391             --        2,446
Assets ......................      172,354       95,231    67,299        22,696      212,626     20,794         28,507      619,507

<CAPTION>
                                Commercial
Property Sales:                 Properties   Apartments                              Land                                  Total
                                ----------   ----------                           ----------                            -----------
<S>                             <C>          <C>                                  <C>                                   <C>
Sales price .................   $    2,302   $   11,957                           $    5,580                            $    19,839
Cost of sale ................        2,302        6,342                                3,381                                 12,025
                                ----------   ----------                           ----------                            -----------
Gain on sale ................   $       --   $    5,615                           $    2,199 /(1)/                      $     7,814
                                ==========   ==========                           ==========                            ===========
</TABLE>

-------------------
(1) Includes $830 gain recognized in 2002 upon collection of note receivable for
    2001 land sale.

<TABLE>
<CAPTION>
                                Commercial                 U.S.    International                Pizza     Receivables/
       2001                     Properties   Apartments   Hotels      Hotels         Land      Parlors        Other        Total
---------------------           ----------   ----------  --------  -------------  ----------  ---------   ------------  -----------
<S>                             <C>          <C>         <C>       <C>            <C>         <C>         <C>           <C>
Operating revenue ...........   $    9,022   $   15,169  $  7,001  $         694  $       63  $   7,826   $        196  $    39,971
Interest income .............           --           --        --             --          --         --            384          384
Operating expenses ..........        5,129        9,353     6,050            534       1,919      6,422            (24)      29,383
                                ----------   ----------  --------  -------------  ----------  ---------   ------------  -----------
Operating income
   (loss) ...................   $    3,893   $    5,816  $    951  $         160  $   (1,856) $   1,404   $        604  $    10,972
                                ==========   ==========  ========  =============  ==========  =========   ============  ===========

Depreciation ................   $    1,772   $    1,262  $    629  $          --  $       --  $     329   $          1  $     3,993
Interest ....................        4,417        4,927     1,267             97       5,290        272          1,472       17,742
Capital expenditures ........        2,218           --       152          1,000          65        338             --        3,773
Assets ......................      161,996      141,926    69,016         29,190     245,644     21,598         27,520      696,890

<CAPTION>
                                Commercial
Property Sales:                 Properties   Apartments                              Land                                  Total
                                ----------   ----------                           ----------                            -----------
<S>                             <C>          <C>                                  <C>                                   <C>
Sales price .................   $    7,350   $   18,680                           $   20,490                            $    46,520
Cost of sale ................        5,058        4,546                               16,701                                 26,305
                                ----------   ----------                           ----------                            -----------
Gain on sale ................   $    2,292   $   14,134                           $    3,789                            $    20,215
                                ==========   ==========                           ==========                            ===========
</TABLE>

NOTE 11. DISCONTINUED OPERATIONS

Effective January 1, 2002, ARI adopted Financial Accounting Standards Board
Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets," which established a single accounting model for the impairment or
disposal of long-lived assets, including discontinued operations. This statement
requires that the operations related to properties that have been sold or
properties that are intended to be sold be presented as discontinued operations
in the statement of operations for all periods presented, and properties
intended to be sold are to be designated as "held-for-sale" on the balance
sheet.

                                       20

<PAGE>

                         AMERICAN REALTY INVESTORS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 11. DISCONTINUED OPERATIONS (Continued)

For the three months ended March 31, 2002 and 2001, income from discontinued
operations relates to three properties that ARI sold during the first three
months of 2002. The following table summarizes revenue and expense information
for these properties sold and held-for-sale.

<TABLE>
<CAPTION>
                                                                      For the Three Months
                                                                         Ended March 31,
                                                                      --------------------
                                                                        2002        2001
<S>                                                                  <C>         <C>
Revenue
   Rental                                                              $   718    $ 1,068
   Property operations                                                     279        490
                                                                       -------    -------
                                                                           439        578

Expenses
   Interest                                                                440        328
   Depreciation                                                             56         86
                                                                       -------    -------
                                                                           496        414
                                                                       -------    -------

Net income (loss) from discontinued operations                             (57)       164

   Gain of sale of real estate                                           5,615         --
   Equity in gain on sale of real estate by equity investees             4,131         --
                                                                       -------    -------

Net income from discontinued operations                                $ 9,689    $   164
                                                                       =======    =======
</TABLE>

Discontinued operations have not been segregated in the consolidated statements
of cash flows. Therefore, amounts for certain captions will not agree with
respective consolidated statements of operations.

NOTE 12. COMMITMENTS AND CONTINGENCIES

Liquidity. Management expects that excess cash generated from operations during
the remainder of 2002 will not be sufficient to discharge all of ARI's debt
obligations as they mature. Therefore, ARI will rely on aggressive land sales,
selected income producing property sales and, to the extent necessary,
additional borrowings to meet its cash requirements.

Commitments. In March 1999, ARI reached an agreement with the Class A
unitholders of Valley Ranch, L.P. to acquire their eight million Class A units
for $1.00 per unit. In 1999, three million units were purchased. Additionally,
one million units were purchased in January 2000 and two million units were
purchased in May 2001. ARI has committed to purchase the remaining two million
units in May 2002.

Litigation. ART is involved in various lawsuits arising in the ordinary course
of business. In the opinion of ARI's management, the outcome of these lawsuits
will not have a material impact on ARI's financial condition, results of
operations or liquidity.

                                       21

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

Introduction

ARI's predecessor was organized in 1961 to provide investors with a
professionally managed, diversified portfolio of equity real estate and mortgage
loan investments selected to provide opportunities for capital appreciation as
well as current income.

On October 23, 2001, ARI, TCI, and IORI jointly announced a preliminary
agreement with the plaintiff's legal counsel of the derivative action entitled
Olive et al. V. National Income Realty Trust, et al. for complete settlement of
all disputes in the lawsuit. In February 2002, the court granted final approval
of the proposed settlement. Under the proposal, ARI will acquire all of the
outstanding common shares of IORI and TCI not currently owned by ARI for a cash
payment or shares of ARI preferred stock. ARI will pay $17.50 cash per TCI share
and $19.00 cash per IORI share for the stock held by non-affiliated
stockholders. ARI will issue one share of Series G Preferred Stock with a
liquidation value of $20.00 per share for each share of TCI Common Stock for
stockholders who affirmatively elect to receive ARI Preferred Stock in lieu of
cash. ARI will issue one share of Series H Preferred Stock with a liquidation
value of $21.50 per share for each share of IORI Common Stock for stockholders
who affirmatively elect to receive ARI Preferred Stock in lieu of cash. All
affiliated stockholders will receive ARI Preferred Stock. Each share of Series G
Preferred Stock will be convertible into 2.5 shares of ARI Common Stock, and
each share of Series H Preferred Stock will be convertible into 2.25 shares of
ARI Common Stock during a 75-day period that commences fifteen days after the
date of the first ARI Form 10-Q filing that occurs after the closing of the
merger transaction. Upon the acquisition of IORI and TCI shares, TCI and IORI
would become wholly-owned subsidiaries of ARI. The transaction is subject to the
negotiation of a definitive merger agreement and a vote of the shareholders of
all three entities. ARI has the same advisor as TCI and IORI, and TCI and IORI
have the same board of directors.

Liquidity and Capital Resources

General. Cash and cash equivalents at March 31, 2002, totaled $903,000, compared
with $709,000 at December 31, 2001. Although ARI anticipates that during the
remainder of 2002 it will generate excess cash from operations, as discussed
below, such excess cash is not sufficient to discharge all of ARI's debt
obligations as they mature. ARI will therefore again rely on externally
generated funds, including aggressive land sales, selected sales of income
producing properties, borrowings against its investments in various real estate
entities, refinancing of properties, and, to the extent necessary, borrowings to
meet its debt service obligations, pay taxes, interest and other non-property
related expenses.

At December 31, 2001, notes payable totaling $267.5 million had either scheduled
maturities or required principal reduction payments during 2002. During the
first quarter of 2002, ARI either extended,

                                       22

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (Continued)

Liquidity and Capital Resources (Continued)

refinanced, paid down, paid off or received commitments from lenders to extend
or refinance $28.5 million of the debt scheduled to mature in 2002.

Net cash used in operating activities decreased to $11.6 million in the three
months ended March 31, 2002, from $15.9 million in the three months ended March
31, 2001. Fluctuations in the components of cash flow from operations are
discussed in the following paragraphs.

Net cash from property operations (rents collected less payments for expenses
applicable to rental income) increased to $7.4 million in the three months ended
March 31, 2002 from $3.9 million in 2001. The increase is primarily attributable
to a decline in the payments for operating expenses in 2002 from an elevated
level in 2001, when there was a significant paydown of accounts payable. ARI
expects a decrease in cash flow from property operations during the remainder of
2002. Such decrease is expected to result from the continued selective sale of
income producing properties.

Net cash from pizza operations (sales less cost of sales) decreased to $1.0
million in the three months ended March 31, 2002, from $1.5 million in the three
months ended March 31, 2001. The decrease is primarily attributable to a
decrease in accounts payable and an increase in accounts receivable in 2002.

Interest collected increased to $666,000 in the three months ended March 31,
2002, from $231,000 in 2001. The increase was attributable to the collection of
$531,000 in past due interest.

Interest paid decreased to $15.2 million in the three months ended March 31,
2002, from $16.0 million in 2001. The decrease is attributable to the paydown
and payoff of mortgages on properties sold in 2001.

Advisory fees paid of $1.7 million in the three months ended March 31, 2002,
approximated the $1.8 million in 2001.

General and administrative expenses paid increased to $3.3 million in the three
months ended March 31, 2002 from $2.4 million in 2001. The increase is primarily
attributable to an increase in legal fees.

ARI's cash flow from its investments in IORI and TCI is dependent on the ability
of each of the entities to make distributions. In the fourth quarter of 2000,
IORI and TCI suspended distributions. Accordingly, ARI received no distributions
in the first quarter of 2002 and 2001.

Other cash from operating activities improved to $398,000 in the three months
ended March 31, 2002, from a use of $881,000 in 2001. The improvement was
primarily attributable to a decrease in property prepaids.

                                       23

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (Continued)

Liquidity and Capital Resources (Continued)

In the first quarter of 2002, ARI received a total $3.7 million on the
collection of one mortgage note receivable and partial paydown of two mortgage
notes receivable.

In 2002, ARI purchased the following property:

<TABLE>
<CAPTION>
                                                            Purchase     Net Cash       Debt         Interest     Maturity
       Property             Location       Sq.Ft./Acres       Price        Paid       Incurred         Rate         Date
       --------             --------       ------------       -----        ----       --------         ----         ----
<S>                       <C>              <C>              <C>          <C>          <C>            <C>          <C>
First Quarter
Shopping Center
Plaza on Bachman
 Creek/(1)/                 Dallas, TX     80,278 Sq.Ft.     $3,103       $  --        $  --             --           --

Second Quarter
Land
Willow Springs            Beaumont, CA       20.7 Acres         140         152           --             --           --
</TABLE>

---------------------

(1)  Exchanged with TCI, a related party, for the Oaktree Village Shopping
     Center, Rasor land parcel and Lakeshore Villas land parcel.

In 2002, ARI sold the following properties:

<TABLE>
<CAPTION>
                                                   Units/           Sales       Net Cash        Debt       Gain/(Loss)
       Property               Location          Acres/Sq.Ft.        Price       Received     Discharged      on Sale
       --------               --------          ------------        -----       --------     ----------      -------
<S>                       <C>                <C>                 <C>           <C>           <C>           <C>
First Quarter
Apartments
Mallard Lake/(1)/        Greensboro, NC          336 Units       $ 14,400         $   --      $ 7,362        $    --
Villas                   Plano, TX               208 Units          8,525          3,701        4,023          5,615

Land
Katrina                  Palm Desert, CA         2.1 Acres       $  1,323         $  (40)     $ 1,237        $   978
Lakeshore Villas/(2/)    Harris County, TX      16.9 Acres          1,499            215           --             --
Rasor(2)                 Plano, TX              24.5 Acres          1,211            174           --             --
Thompson II              Dallas County, TX        .2 Acres             21             20           --            (11)
Vista Ridge              Lewisville, TX         10.0 Acres          1,525            130        1,220            401

Shopping Center
Oaktree Village/(2)/     Lubbock, TX          45,623 Sq.Ft.         2,302            131        1,389/(3/         --

Second Quarter
Land
Mason Goodrich           Houston, TX             7.9 Acres            672             46          554            258
</TABLE>

----------------------

(1)  Exchanged for Governor's Square, Grand Lagoon, Park Avenue, Greenbriar,
     Regency and Westwood Apartments.

(2)  Exchanged with TCI, a related party, for the Plaza on Bachman Creek
     Shopping Center.

(3)  Debt assumed by purchaser.

                                       24

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (Continued)

Liquidity and Capital Resources (Continued)

In 2002, ARI financed/refinanced or obtained second mortgage financing on the
following:

<TABLE>
<CAPTION>
                                                   Units/          Debt         Debt       Net Cash     Interest       Maturity
     Property              Location             Acres/Sq.Ft.     Incurred    Discharged    Received       Rate           Date
     --------              --------             ------------     --------    ----------    --------       ----           ----
<S>                     <C>                     <C>              <C>         <C>           <C>          <C>            <C>
First Quarter
Office Building
Rosedale Towers         Minneapolis, MN         84,798 Sq.Ft.     $ 5,109      $    --      $ 5,109      12.000%        12/04/(1)/
Two Hickory Centre      Farmers Branch, TX      96,127 Sq.Ft.       4,448           --        4,448      12.000         12/04/(2)/

Land
Walker                  Dallas County, TX         90.6 Acres        8,500        8,500       (1,411)     11.250/(3)/    01/03

Shopping Center
Plaza on Bachman
 Creek                  Dallas, TX              80,278 Sq.Ft.       5,000           --        4,444       6.625/(3)/    04/04

Second Quarter
Apartments
Confederate Point       Jacksonville, FL           206 Units        1,929           --        1,929      12.000         04/05/(4)/
Foxwood                 Memphis, TN                220 Units        1,093           --        1,093      12.000         04/05/(5)/
Woodsong                Smyrna, GA                 190 Units        2,544           --        2,544      12.000         04/05/(6)/

Office Building
One Hickory Centre      Farmers Branch, TX     102,615 Sq.Ft.       4,468           --        4,468      12.000         04/05/(7)/
</TABLE>

----------------------

(1)  In January 2002, IORI, a related party, purchased 100% of the outstanding
     common shares of Rosedale Corporation ("Rosedale"), a wholly-owned
     subsidiary of ARI, for $5.1 million. Rosedale owns the Rosedale Towers
     Office Building. ARI has guaranteed that the asset will produce at least a
     12% annual return on the purchase price for a period of three years from
     the purchase date. If the asset fails to produce the 12% return, ARI will
     pay IORI any shortfall. In addition, if the asset fails to produce the 12%
     return for a calendar year, IORI may require ARI to repurchase the shares
     of Rosedale for the purchase price. Management has classified this related
     party transaction as a note payable to IORI.

(2)  In January 2002, TCI, a related party, purchased 100% of the common shares
     of ART Two Hickory Corporation ("Two Hickory"), a wholly-owned subsidiary
     of ARI, for $4.4 million. Two Hickory owns the Two Hickory Centre Office
     Building. ARI has guaranteed that the asset will produce at least a 12%
     annual return on the purchase price for a period of three years from the
     purchase date. If the asset fails to produce the 12% return, ARI will pay
     TCI any shortfall. In addition, if the asset fails to produce the 12%
     return for a calendar year, TCI may require ARI to repurchase the shares of
     Two Hickory for the purchase price. Management has classified this related
     party transaction as a note payable to TCI.

(3)  Variable interest rate.

                                       25

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (Continued)

Liquidity and Capital Resources (Continued)

(4)  In April 2002, TCI, a related party, purchased all of the general and
     limited partnership interests in Garden Confederate Point, L.P.
     ("Confederate Point") from ARI for $1.9 million. Confederate Point owns the
     Confederate Point Apartments. ARI has guaranteed that the asset will
     produce at least a 12% annual return on the purchase price for a period of
     three years from the purchase date. If the asset fails to produce the 12%
     return, ARI will pay TCI any shortfall. In addition, if the asset fails to
     produce the 12% return for a calendar year, TCI may require ARI to
     repurchase the interests in Confederate Point for the purchase price.
     Management has classified this related party transaction as a note payable
     to TCI.

(5)  In April 2002, TCI, a related party, purchased all of the general and
     limited partnership interests in Garden Foxwood, L.P. ("Foxwood") from ARI
     for $1.1 million. Foxwood owns the Foxwood Apartments. ARI has guaranteed
     that the asset will produce at least a 12% annual return on the purchase
     price for a period of three years from the purchase date. If the asset
     fails to produce the 12% return, ARI will pay TCI any shortfall. In
     addition, if the asset fails to produce the 12% return for a calendar year,
     TCI may require ARI to repurchase the interests in Foxwood for the purchase
     price. Management has classified this related party transaction as a note
     payable to TCI.

(6)  In April 2002, TCI, a related party, purchased all of the general and
     limited partnership interests in Garden Woodsong, L.P. ("Woodsong") from
     ARI for $2.5 million. Woodsong owns the Woodsong Apartments. ARI has
     guaranteed that the asset will produce at least a 12% annual return on the
     purchase price for a period of three years from the purchase date. If the
     asset fails to produce the 12% return, ARI will pay TCI any shortfall. In
     addition, if the asset fails to produce the 12% return for a calendar year,
     TCI may require ARI to repurchase the interests in Woodsong for the
     purchase price. Management has classified this related party transaction as
     a note payable to TCI.

(7)  In April 2002, TCI, a related party, purchased 100% of the common shares of
     ART One Hickory Corporation ("One Hickory"), a wholly-owned subsidiary of
     ARI, for $4.5 million. One Hickory owns the One Hickory Centre Office
     Building. ARI has guaranteed that the asset will produce at least a 12%
     annual return on the purchase price for a period of three years from the
     purchase date. If the asset fails to produce the 12% return, ARI will pay
     TCI any shortfall. In addition, if the asset fails to produce the 12%
     return for a calendar year, TCI may require ARI to repurchase the shares in
     One Hickory for the purchase price. Management has classified this related
     party transaction as a note payable to TCI.

In April 2002, ARI sold nine residential properties to partnerships controlled
by Metra Capital, LLC ("Metra"), for a total sales price of

                                       26

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (Continued)

Liquidity and Capital Resources (Continued)

$34.2 million. These properties include: the 12 unit Bay Anchor Apartments in
Panama City, Florida; the 168 unit Governor Square Apartments in Tallahassee,
Florida; the 54 unit Grand Lagoon Cove Apartments in Panama City, Florida; the
92 unit Oak Hill Apartments in Tallahassee, Florida; the 121 unit Park Avenue
Villas Apartments in Tallahassee, Florida; the 62 unit Seville Apartments in
Tallahassee, Florida; the 120 unit Westwood Apartments in Mary Ester, Florida;
the 64 unit Windsor Tower Apartments in Ocala, Florida and the 546 unit
Woodhollow Apartments in San Antonio, Texas. Innovo Group, Inc. ("Innovo"), is a
limited partner in the partnerships that purchased the properties. Joseph
Mizrachi, a Director of ARI, controls approximately 11.67% of the outstanding
common stock of Innovo. Management has determined to treat this sale as a
refinancing transaction. ARI will continue to report the assets and the new debt
incurred by Metra on its financial statements. ARI received net cash of $8.3
million after paying off the existing debt of $19.3 million and various closing
costs, including $342,000 in brokerage commissions to Third Millennium Partners,
LLC. Of the total new debt of $29.2 million, $8.8 million bears interest at
5.00% per annum and matures in May 2003, $17.0 million bears interest at 7.12%
per annum and matures in May 2007 and $3.4 million bears interest at 7.57% per
annum and matures in May 2012. ARI also received $6.3 million of 8%
non-recourse, non-convertible Series A Preferred Stock ("Preferred Shares") of
Innovo.

The dividend on the Preferred Shares will be funded entirely and solely through
member distributions from cash flows generated by the operation and subsequent
sale of the sold properties. In the event the cash flows for the properties are
insufficient to cover the 8% annual dividend, Innovo will have no obligation to
cover any shortfall.

The Preferred Shares have a mandatory redemption feature, and are redeemable
from the cash proceeds received by Innovo from the operation and sale of the
properties. All member distributions that are in excess of current and accrued
8% dividends must be used by Innovo to redeem the Preferred Shares. Since
redemption of the shares is subject to the above future events, management has
elected to record no basis in the Preferred Shares.

ARI has margin arrangements with various financial institutions and brokerage
firms which provide for borrowing up to 50% of the market value of ARI's
marketable equity securities. The borrowings under such margin arrangements are
secured by equity securities of IORI and TCI and ARI's trading portfolio and
bear interest rates ranging from 5.75% to 24.0%. Margin borrowing totaled $27.1
million at March 31, 2002.

Management expects that it will be necessary for ARI to sell $102.0 million,
$34.1 million and $1.2 million of its land holdings during each of the next
three years to satisfy the debt on such land as it matures. If ARI is unable to
sell at least the minimum amount of land to satisfy the debt obligations on such
land as it matures, or, if it was not able to extend such debt, ARI would either
sell other of its assets to pay such debt or transfer the property to the
lender.

                                       27

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (Continued)

Liquidity and Capital Resources (Continued)

Management reviews the carrying values of ARI's properties and mortgage notes
receivable at least annually and whenever events or a change in circumstances
indicate that impairment may exist. Impairment is considered to exist if, in the
case of a property, the future cash flow from the property (undiscounted and
without interest) is less than the carrying amount of the property. For notes
receivable, impairment is considered to exist if it is probable that all amounts
due under the terms of the note will not be collected. If impairment is found to
exist, a provision for loss is recorded by a charge against earnings to the
extent that the investment in the note exceeds management's estimate of the fair
value of the collateral property securing each note. The mortgage note
receivable review includes an evaluation of the collateral property securing
such note. The property review generally includes: (1) selective property
inspections; (2) a review of the property's current rents compared to market
rents; (3) a review of the property's expenses; (4) a review of maintenance
requirements; (5) a review of the property's cash flow; (6) discussions with the
manager of the property; and (7) a review of properties in the surrounding area.

Commitments and Contingencies

In March 1999, an agreement was reached with the Class A unitholders of Valley
Ranch, L.P. to acquire their eight million Class A units for $1.00 per unit. In
1999, three million units were purchased. Additionally, one million units were
purchased in January 2000 and two million units were purchased in May 2001. ARI
has committed to purchase the remaining two million units in May 2002.

Results of Operations

For the three months ended March 31, 2002, ARI reported net loss of $8.9
million, compared to net income of $2.4 million for the three months ended March
31, 2001. The primary factors contributing to ARI's net income are discussed in
the following paragraphs.

Rents decreased to $28.6 million in the three months ended March 31, 2002, from
$32.1 million in 2001. Rents from commercial properties increased to $10.4
million for the three months ended March 31, 2002, from $9.0 million in 2001,
rent from hotels of $7.6 million in the three months ended March 31, 2002,
approximated the $7.7 million in 2001 and rents from apartments decreased to
$10.3 million in the three months ended March 31, 2002, from $15.1 million in
2001. The increase in commercial property rents was primarily attributable to
increased occupancy and the decrease in apartment rent was due to the sale of 17
apartments in 2001. Rental income is expected to decrease significantly in the
remainder of 2002 as a result of the income producing properties sold in 2001
and 2002.

Property operations expense decreased to $19.6 million in the three months ended
March 31, 2002, from $23.0 million in 2001. Property operations expense for
commercial properties of $5.5 million in the

                                       28

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (Continued)

Results of Operations (Continued)

three months ended March 31, 2002, approximated the $5.1 million in 2001. For
hotels, property operations expense decreased to $5.8 million in the three
months ended March 31, 2002, from $6.6 million in 2001. For land, property
operations expense increased to $2.4 million in the three months ended March 31,
2002 from $1.9 million in 2001. For apartments, property operations expense
decreased to $5.9 million in the three months ended March 31, 2002, from $9.4
million in 2001. The decrease in hotel operations expense was primarily
attributable to reduced utility, personnel and administrative costs. The
increase in land operations expense was primarily attributable to increased real
estate taxes. The decrease in apartment operations expense was primarily
attributable to the sale of 17 apartments in 2001.

Pizza parlor sales and cost of sales increased to $8.5 million and $7.0 million,
respectively, in the three months ended March 31, 2002 from $7.8 million and
$6.4 million in 2001. The increase was primarily attributable to the opening of
three new stores in 2001, plus an 8.75% increase in same-store sales volume.

Interest income from notes receivable increased to $612,000 in the three months
ended March 31, 2002 from $384,000 in 2001, due to the funding of $21.9 million
of mortgage notes receivable in 2001.

Equity in loss of investees decreased to $(4.0) million in the three months
ended March 31, 2002 from $(1.4) million in 2001. The decrease was primarily
attributable to increased net losses for IORI and TCI.

Loss on sale of investments in equity investees was $531,000 for the three
months ended March 31, 2002. See NOTE 5. "INVESTMENTS IN EQUITY INVESTEES."

Equity in gain on sale of real estate by equity investees increased to $4.1
million in the three months ended March 31, 2002 from $1.4 million in 2001. The
2001 results are reported as a component of net income (loss) from continuing
operations, while the 2002 results are reported as a component of net income
from discontinued operations.

Interest expense increased to $18.4 million in the three months ended March 31,
2002 from $17.7 million in 2001. The increase was primarily attributable to
higher balances payable on stock loans, at higher interest rates.

Depreciation and amortization expense decreased to $3.5 million in the three
months ended March 31, 2002 from $4.0 million in 2001. The decrease is due to
the sale of 17 apartments and one commercial property in 2001.

Advisory fees of $1.7 million in the three months ended March 31, 2002
approximated the $1.8 million in 2001.

                                       29

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (Continued)

Results of Operations (Continued)

There was no incentive fee to affiliate in the three months ended March 31, 2002
compared to $1.5 million in 2001. The incentive fee is due only if ARI is also
subject to the net income fee. At March 2002, the net income fee requirements
are not met; therefore, no incentive fee is due. This fee represents 10% of the
excess of net capital gains over net capital losses from sales of operating
properties. The amount of this fee for the remainder of 2002 will be dependent
on the number of operating properties sold, the net capital gains realized and
whether the net income fee is due.

General and administrative expenses increased to $3.3 million in the three
months ended March 31, 2002 compared to $2.4 million in 2001. The increase is
primarily attributable to increased legal fees.

Minority interest decreased to $787,000 in the three months ended March 31, 2002
from $1.6 million in 2001. The decrease is attributable to the repurchase of
partnership units by ARI in 2001.

Environmental Matters

Under various federal, state and local environmental laws, ordinances and
regulations, ARI may be potentially liable for removal or remediation costs, as
well as certain other potential costs relating to hazardous or toxic substances
(including governmental fines and injuries to persons and property) where
property-level managers have arranged for the removal, disposal or treatment of
hazardous or toxic substances. In addition, certain environmental laws impose
liability for release of asbestos-containing materials into the air, and third
parties may seek recovery for personal injury associated with such materials.

Management is not aware of any environmental liability relating to the above
matters that would have a material adverse effect on ARI's business, assets or
results of operations.

Inflation

The effects of inflation on ARI's operations are not quantifiable. Revenues from
apartment operations fluctuate proportionately with inflationary increases and
decreases in housing costs. Fluctuations in the rate of inflation also affect
the sales values of properties and the ultimate gains to be realized from
property sales. To the extent that inflation affects interest rates, earnings
from short-term investments and the cost of new borrowings as well as the cost
of variable interest rate debt will be affected.

                                       30

<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

At March 31, 2002, ARI's exposure to a change in interest rates on its debt is
as follows:

                                                      Weighted     Effect of 1%
                                                       Average     Increase In
                                          Balance   Interest Rate   Base Rates
                                          -------   -------------   ----------
Notes payable:
 Variable rate ........................  $ 130,934     11.224%       $   1,309
                                         =========                   =========

Total decrease in ARI's annual
 net income ...........................                              $   1,309
                                                                     =========

Per share .............................                              $     .12
                                                                     =========

                              --------------------

                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

 Exhibit
 Number                                Description
-------- -----------------------------------------------------------------------

  99.1   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

(b) Reports on Form 8-K as follows:

    A Current Report on Form 8-K, dated April 26, 2002, was filed with respect
    to Item 5. "Other Events," which reports the proposal to explore a business
    combination with Prime Group Realty Trust.

                                       31

<PAGE>

                                 SIGNATURE PAGE

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



                                           AMERICAN REALTY INVESTORS, INC.




Date:     March 4, 2003                  By: /s/ Ronald E. Kimbrough
     ------------------------               ------------------------------------
                                            Ronald E. Kimbrough
                                            Executive Vice President and Chief
                                            Financial Officer (Principal
                                            Financial and Accounting Officer and
                                            Acting Principal Executive Officer)

                                       32

<PAGE>

                                  CERTIFICATION

I, Ronald E. Kimbrough, Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer and Acting Principal Executive
Officer) of American Realty Investors, Inc. ("ARI"), certify that:

1.   I have reviewed this quarterly report on Form 10-Q/A/2 of ARI;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   I am responsible for establishing and maintaining internal controls and
     procedures and have:

     a.   designed such internal controls to insure that material information
          relating to ARI and its consolidated subsidiaries is made known to me
          by others within those entities, particularly for the periods
          presented in this quarterly report;

     b.   evaluated the effectiveness of ARI's internal controls as of a date
          within 90 days prior to the filing date of this quarterly report; and

     c.   presented in this quarterly report my conclusions about the
          effectiveness of the disclosure controls and procedures based on a
          date within 90 days prior to the filing date of this quarterly report;

5.   I have disclosed to ARI's auditors and Audit Committee of the Board of
     Directors (or persons fulfilling the equivalent function):

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect ARI's ability to record,
          process, summarize, and report financial data and have identified for
          ARI's auditors any material weaknesses in internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in ARI's internal controls; and

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<PAGE>

6.   I have indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date of my most
     recent evaluation, including corrective actions with regard to significant
     deficiencies and material weaknesses.

Date:     March 4, 2003                       /s/ Ronald E. Kimbrough
     -----------------------                 -----------------------------------
                                             Ronald E. Kimbrough
                                             Executive Vice President
                                             and Chief Financial Officer
                                             (Principal Financial and
                                             Accounting Officer and
                                             Acting Principal Executive Officer)

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<PAGE>

                         AMERICAN REALTY INVESTORS, INC.

                                   EXHIBITS TO

                        QUARTERLY REPORT ON FORM 10-Q/A/2

                      For the Quarter ended March 31, 2002

Exhibit                                                                   Page
 Number                            Description                           Number
-------- --------------------------------------------------------------- ------

  99.1   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted      36
         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

                                       35