##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  FORM 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the year ended
    December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   COMMISSION FILE NUMBER
    001-16785
 American Spectrum Realty,
    Inc.
 (Exact name of Registrant as
    specified in its charter)
  State of Maryland(State or other jurisdiction
    of
    incorporation or organization)

52-2258674(I.R.S. Employer
    Identification No.)2401 Fountain View, Suite 510
    Houston, Texas(Address of principal
    executive offices)

77057(Zip Code)   (713) 706-6200
 (Registrants telephone
    number, including area code)
  Securities registered under Section 12(b) of the Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value

NYSE Alternext US   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K o
  Rule 12b-2
  Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company þ(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE:




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TABLE OF
    CONTENTS
   
 PageNo.PART IItem 1


Business


3Item 1A


Risk Factors


7Item 1B


Unresolved Staff Comments


9Item 2


Properties


10Item 3


Legal Proceedings


13Item 4


Submission of Matters to a Vote of Security
    Holders


13PART IIItem 5


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


14Item 6


Selected Financial Data


15Item 7


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


15Item 8


Financial Statements and Supplementary Data


20Item 9


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


20Item 9A(T)


Controls and Procedures


21Item 9B


Other Information


21PART IIIItem 10


Directors, Executive Officers and Corporate
    Governance


22Item 11


Executive Compensation


22Item 12


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


22Item 13


Certain Relationships and Related Transactions,
    and Director Independence


22Item 14


Principal Accountant Fees and Services


22PART IVItem 15


Exhibits and Financial Statement Schedules


23EX-21EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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PART I  ITEM 1.
    BUSINESS  General
    Description of Business
          four-to-one one-for-four
  and/or
   3




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Business
    Objectives and Strategy
      Opportunities to Acquire Undervalued and Undermanaged
    Properties.
  Competitive Advantages.
  
    strong local market expertise;
    long-standing relationships with tenants, real estate brokers,
    institutions and other owners of real estate in each local
    market;
    fully integrated real estate operations which allow quick
    response to acquisition opportunities;
    access to capital markets at competitive rates as a public
    company;
    ability to acquire properties in exchange for ASR shares or
    OP Units which may make it a more attractive purchaser when
    compared to purchasers who are not similarly structured or are
    unable to make similar use of equity to purchase properties.  Property Management Strategies.
  Managing and Monitoring Investments.
 4




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Competition
    Employees
  on-site
  Environmental
    Matters
        Insurance
   5




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out-of-
  Capital
    Expenditures
    Acquisitions
    Dispositions
    Company
    Website
  Form 10-K, Form 10-Q Form 8-K
 6




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ITEM 1A.
    RISK
    FACTORS  The
    Companys high level of debt increases its risk of default
    and may have a negative impact on the results of operations.
    This could adversely affect the Companys ability to make
    distributions and the market price of its Common
    Stock.
    The
    Company may need to refinance mortgage loans and sell properties
    to meet its obligations.
  and/or
  There
    are risks inherent in the Companys acquisition and
    development strategy. The Company may not make profitable
    investments.
    The
    Company has a history of losses. The Company cannot assure the
    stockholders that it will become profitable in the
    future.
    Real
    property investments entail risk. The Companys properties
    may not be profitable, may not result in distributions and/or
    may depreciate.
  Properties acquired by the
    Company: and/or
  The
    Company may not be able to enter into favorable leases upon the
    expiration of current leases and on current vacant
    space.
   7




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The
    Company may invest in joint ventures, which adds another layer
    of risk to its business.
    tenants-in-common tenancy-in-common,
  The
    Company could incur unforeseen environmental
    liabilities.
    The
    Company faces intense competition in all of its
    markets.
    The
    global financial crisis and recent downturn in the United States
    economy may have an impact on the Companys business and
    financial condition.
  and/or
 8




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and/or and/or
  Delisting
    could have an adverse effect on the value of the Companys
    stock.
  Form 8-K Form 8-K
  ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS   9




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ITEM 2.
    PROPERTIES  The
    Location and Type of the Companys Properties
  and/or
  Total Gross


Percent ofLeasable


Gross


Rented





Rent perArea


Leasable Area


Square


Annualized


SquareProperty/State

Type

(Square Feet)


Occupied(1)


Feet


Net Rent(2)


Foot(3)(In thousands)Arizona/California Region7700 Irvine Center, CA

Office


209,121



96%



200,756


$
6,141


$
30.59Bristol Bay, CA

Office


50,073



96%



48,241



1,226



25.41Creekside Office, CA

Office


47,810



59%



28,382



672



23.68Pacific Spectrum, AZ

Office


71,112



85%



60,675



974



16.06Arizona/California Region Total




378,116



89%



338,054



9,013



26.66Upper Midwest RegionNorthwest Corporate Center, MO

Office


86,894



65%



56,079



949



16.91Morenci Professional Park, IN

Industrial


105,600



74%



78,000



481



6.17Upper Midwest Region Total




192,494



70%



134,079



1,430



10.66Texas Region888 Sam Houston Parkway, TX

Office


45,485



98%



44,695



680



15.22800 Sam Houston Parkway, TX

Office


42,733



96%



41,114



596



14.5011500 Northwest Freeway, TX

Office


80,899



89%



71,657



1,129



15.765450 Northwest Central, TX

Office


56,290



83%



46,575



709



15.235850 San Felipe, TX

Office


101,882



87%



88,900



1,557



17.528100 Washington, TX

Office


44,060



48%



21,082



280



13.288300 Bissonnet, TX

Office


90,962



91%



83,033



1,018



12.2612000 Westheimer, TX

Office


58,041



96%



55,841



934



16.7416350 Park Ten Place, TX

Office


73,280



99%



72,170



1,282



17.7616360 Park Ten Place, TX

Office


68,634



100%



68,634



1,181



17.202401 Fountain View, TX

Office


174,223



91%



158,146



3,026



19.132470 Gray Falls Drive, TX

Office


41,273



98%



40,414



585



14.492855 Mangum, TX

Office


72,029



93%



66,734



980



14.6914741 Yorktown, TX

Office


93,912



100%



93,912



850



9.051501 Mockingbird, TX

Office


70,255



89%



62,811



894



14.246420 Richmond Atrium, TX

Office


77,444



85%



65,759



978



14.876430 Richmond Atrium, TX

Office


44,198



88%



39,026



563



14.44Fountain View Place I & II

Office


177,416



93%



165,679



2,546



15.36Windrose, TX

Retail


28,000



21%



6,000



120



20.00Beltway Industrial, TX

Industrial


389,720



93%



360,320



1,926



5.35Northwest Spectrum, TX

Industrial


48,000



78%



37,440



301



8.03Southwest Pointe, TX

Industrial


101,056



85%



85,587



662



7.73Technology, TX

Industrial


118,413



17%



19,775



238



12.00Texas Region Total




2,098,205



86%



1,795,304



23,035



12.83Total/Weighted Average




2,668,815



85%



2,267,437


$
33,478


$
14.76     (1)
    
    Includes gross leasable area for leases that have been executed
    and have commenced as of December 31, 2008.(2)
    
    Represents base rent at December 31, 2008 for occupied
    square footage.(3)
    
    Represents Annualized Net Rent divided by Rented Square Feet. 10




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Office
    Properties
        OFFICE
    PROPERTIES
  LEASE
    EXPIRATIONS
  Rented Square


Annual Base


Percentage of TotalNumber of


Footage Subject


Rent Under


Annual Base RentExpiring


to Expiring


Expiring


Represented byExpiration Year

Leases


Leases


Leases


Expiring Leases(1)(In thousands)2009(2)


400



460,000


$
9,157



29
%2010


239



405,991



7,509



24
%2011


134



289,298



5,648



18
%2012


35



132,285



2,479



8
%2013


35



196,823



3,703



11
%Thereafter


16



243,803



3,114



10
%Total


859



1,728,200
(3)

$
31,610
(4)


100
%     (1)
    
    Annual base rent expiring during each period, divided by total
    annual base rent (both adjusted for contractual increases).(2)
    
    Includes leases that have initial terms of less than one year.(3)
    
    This figure is based on square footage actually occupied (which
    excludes vacant space), which accounts for the difference
    between this figure and total gross leasable area (which
    includes vacant space).(4)
    
    This figure is based on square footage actually occupied and
    incorporates contractual rent increases arising after 2008, and
    thus differs from annualized net rent in the preceding table,
    which is based on 2008 rents.  Industrial
    Properties
   11




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INDUSTRIAL
    PROPERTIES
  LEASE
    EXPIRATIONS
  Rented Square


Annual Base


Percentage of TotalNumber of


Footage Subject


Rent Under


Annual Base RentExpiring


to Expiring


Expiring


Represented byExpiration Year

Leases


Leases


Leases


Expiring Leases(1)(In thousands)2009(2)


74



265,162


$
2,097



46
%2010


34



181,538



1,390



31
%2011


25



84,247



554



12
%2012


5



25,600



260



6
%2013


9



26,982



250



5
%Thereafter














Total


147



583,529
(3)

$
4,551
(4)


100
%     (1)
    
    Annual base rent expiring during each period, divided by total
    annual base rent (both adjusted for contractual increases).(2)
    
    Includes leases that have initial terms of less than one year.(3)
    
    This figure is based on square footage actually occupied (which
    excludes vacant space), which accounts for the difference
    between this figure and total gross leasable area (which
    includes vacant space).(4)
    
    This figure is based on square footage actually leased and
    incorporates contractual rent increases arising after 2008, and
    thus differs from annualized net rent in the table under
    The Location and Type of the Companys
    Properties, which is based on 2008 rents.  Retail
    Property
   12




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RETAIL
    PROPERTIES
  LEASE
    EXPIRATIONS
  Rented Square


Annual Base


Percentage of TotalNumber of


Footage Subject


Rent Under


Annual Base RentExpiring


to Expiring


Expiring


Represented byExpiration Year

Leases


Leases


Leases


Expiring Leases(1)(In thousands)2009(2)









$




2010














2011














2012














2013


1



6,000



150



100
%Thereafter














Total


1



6,000
(3)

$
150
(4)


100
%     (1)
    
    Annual base rent expiring during each period, divided by total
    annual base rent (both adjusted for contractual increases).(2)
    
    Includes leases that have initial terms of less than one year.(3)
    
    This figure is based on square footage actually occupied (which
    excludes vacant space), which accounts for the difference
    between this figure and total gross leasable area (which
    includes vacant space).(4)
    
    This figure is based on square footage actually occupied and
    incorporates contractual rent increases arising after 2008, and
    thus differs from annualized net rent in the table under
    The Location and Type of the Companys
    Properties, which is based on 2008 rents.  ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   13




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PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
    Common StockHigh


Low2008First Quarter

$
28.49


$
22.01Second Quarter


47.61



24.50Third Quarter


44.25



31.20Fourth Quarter


33.00



24.702007First Quarter

$
28.75


$
23.26Second Quarter


27.77



20.75Third Quarter


20.79



17.70Fourth Quarter


23.75



16.75   Holders
    Distributions
    th
  Unregistered
    Sales of Equity Securities
  12/31/11, and/or
   14




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Number of SecuritiesRemaining AvailableNumber of Securities


Weighted Average


for Future Issuanceto Be Issued


Per Share


Under Equity CompensationUpon Exercise of


Exercise Price of


Plan (Excluding SecuritiesOutstanding Options


Outstanding Options


Reflected in First Column)29,375


$
23.93



111,314     ITEM 6.
    SELECTED
    FINANCIAL DATA    ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  OVERVIEW
       15




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CRITICAL
    ACCOUNTING POLICIES
      Investment
    in Real Estate Assets
  and/or
    Building and Improvements

5 to 40 yearsTenant Improvements

Term of the related leaseFurniture and Equipment

3 to 5 years   Allocation
    of Purchase Price of Acquired Assets
  Business
    Combinations
 16




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Sales
    of Real Estate Assets
  Accounting for Sales of
    Real Estate
  Income
    Taxes
    Accounting for Income
    Taxes,
  RESULTS
    OF OPERATIONS
  Comparison
    of the year ended December 31, 2008 to the year ended
    December 31, 2007
    Variance2008


2007


$


%Rental revenue

$
34,870,000


$
30,300,000



4,570,000



15.1
%Operating expenses:Property operating expenses


17,028,000



13,681,000



3,347,000



24.5
%General and administrative


3,790,000



3,470,000



320,000



9.2
%Depreciation and amortization


14,308,000



13,204,000



1,104,000



8.4
%Interest expense


13,464,000



12,087,000



1,377,000



11.4
%   Rental revenue.
 17




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Property operating expenses.
  General and administrative.
  Depreciation and amortization.
  Interest expense.
  Income taxes.
  Minority interest.
  Loss on extinguishment of debt.
  Discontinued operations.
 18




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LIQUIDITY
    AND CAPITAL RESOURCES
      Years Ended December 31,2008


2007Non-Cash Items:Depreciation and amortization

$
14,331


$
13,339Loss on extinguishment of debt






2,413Stock-based compensation expense


70



49Minority interest


(979
)


(1,308
)Deferred income taxes


(4,775
)


(4,330
)Deferred rental income


(280
)


(65
)Amortization of loan premiums


(46
)


(273
)         and/or
   19




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and/or
    INFLATION
    FORWARD-LOOKING
    STATEMENTS
  Form 10-K Form 10-K.
  ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Form 10-K.
  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE   20




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ITEM 9A(T).
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f).
      Changes
    in Internal Control Over Financial Reporting
    ITEM 9B.
    OTHER
    INFORMATION   21




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PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   22




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PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Page No.(a)



(1)


Financial StatementsReport of Independent Registered Public
    Accounting Firm


24Consolidated Balance Sheets at December 31,
    2008 and 2007


25Consolidated Statements of Operations for the
    years ended December 31, 2008 and 2007


26Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2008 and 2007


27Consolidated Statements of Cash Flows for the
    years ended December 31, 2008 and 2007


28Notes to Consolidated Financial Statements


29(2)


Financial Statement SchedulesSchedule II  Valuation and
    Qualifying Accounts


47Schedule III  Real Estate and
    Accumulated Depreciation


48(3)


Exhibits to Financial StatementsThe Exhibit Index attached hereto is hereby incorporated by
    reference to this Item.


52On November 18, 2008, a report on
    Form 8-K
    was filed with respect to Item 2.02.On December 8, 2008, a report on
    Form 8-K
    was filed with respect to Item 8.01.(b)






Exhibits   23




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Report of
    Independent Registered Public Accounting Firm                  24




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AMERICAN
    SPECTRUM REALTY, INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,


December 31,2008


2007(Dollars in thousands,except share amounts)ASSETSReal estate held for investment

$
257,786


$
238,053Accumulated depreciation


(61,283
)


(48,757
)Real estate held for investment, net


196,503



189,296Real estate held for sale






1,996Cash and cash equivalents


2,092



847Restricted cash






3,565Tenant and other receivables, net of allowance for doubtful
    accounts of $371 and $186, respectively


805



561Deferred rents receivable


1,869



1,589Deferred tax asset


3,123



Insurance claims receivable


2,700



Investment in management company


4,000



4,000Prepaid and other assets, net


13,899



10,932Total Assets

$
224,991


$
212,786LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Notes payable, including premiums of $19 and $64, respectively

$
202,194


$
186,824Liabilities related to real estate held for sale






2,318Accounts payable


3,970



2,822Deferred tax liability






1,777Liabilities related to insurance claims


3,200



Accrued and other liabilities


10,970



8,457Total Liabilities


220,334



202,198Minority interest


3,542



4,522Commitments and Contingencies (Note 6 and 14):Stockholders Equity:Preferred stock, $.01 par value; authorized,
    25,000,000 shares; issued and outstanding,
    55,172 shares


1



Common stock, $.01 par value; authorized,
    100,000,000 shares; issued, 1,620,304 and
    1,613,554 shares, respectively; outstanding, 1,384,598 and
    1,378,214 shares, respectively


16



16Additional paid-in capital


48,393



46,693Accumulated deficit


(44,200
)


(37,557
)Treasury stock, at cost, 235,706 and 235,340 shares,
    respectively


(3,095
)


(3,086
)Total Stockholders Equity


1,115



6,066Total Liabilities and Stockholders Equity

$
224,991


$
212,786    25




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AMERICAN
    SPECTRUM REALTY, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Years Ended December 31,2008


2007(Dollars in thousands,except per share amounts)REVENUES:Rental revenue

$
34,870


$
30,300Third party management and leasing revenue


73



37Interest and other income


140



136Total revenues


35,083



30,473EXPENSES:Property operating expense


17,028



13,681General and administrative


3,790



3,470Depreciation and amortization


14,308



13,204Interest expense


13,464



12,087Total expenses


48,590



42,442OTHER LOSS:Loss on extinguishment of debt






(2,413
)Total other loss






(2,413
)Loss from continuing operations before deferred income tax
    benefit and minority interest


(13,507
)


(14,382
)Deferred income tax benefit


5,160



4,318Loss from continuing operations before minority interest


(8,347
)


(10,064
)Minority interest (share from continuing operations)


1,073



1,306Loss from continuing operations


(7,274
)


(8,758
)Discontinued operations:Gain (loss) from operations


5



(30
)Gain on sale of discontinued operations


1,141



Income tax (expense) benefit


(421
)


12Minority interest


(94
)


2Income (loss) from discontinued operations


631



(16
)Net loss

$
(6,643
)

$
(8,774
)Basic and diluted per share data:Loss from continuing operations

$
(5.28
)

$
(6.37
)Income (loss) from discontinued operations


0.46



(0.01
)Net loss

$
(4.82
)

$
(6.38
)Basic and diluted weighted average shares used


1,376,923



1,375,708    26




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AMERICAN
    SPECTRUM REALTY INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  AdditionalPreferred


Common


Preferred


Common


Paid-In


Accumulated


Treasury


TotalShares


Shares


Stock


Stock


Capital


Deficit


Stock


Equity(In thousands, except share amounts)Balance, December 31, 2006






1,606,179


$



$
16


$
46,553


$
(28,783
)

$
(2,875
)

$
14,911Common stock repurchase


























(211
)


(211
)Issuance of common stock to officers and directors






4,750Restricted stock forfeited






(500
)Acquisition of minority interest in the operating partnership


















6











6Exercise of stock options






3,125











85











85Stock-based compensation


















49











49Net loss






















(8,774
)






(8,774
)Balance, December 31, 2007






1,613,554


$



$
16


$
46,693


$
(37,557
)

$
(3,086
)

$
6,066Common stock repurchase


























(9
)


(9
)Issuance of common stock to officers and directors






4,250























Exercise of stock options






2,500











31











31Stock-based compensation


















70











70Issuance of preferred stock


55,172







1







1,599











1,600Net loss






















(6,643
)






(6,643
)Balance, December 31, 2008


55,172



1,620,304


$
1


$
16


$
48,393


$
(44,200
)

$
(3,095
)

$
1,115    27




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##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2008


2007(Dollars in thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(6,643
)

$
(8,774
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization


14,331



13,339Gain on sales of real estate asset


(1,141
)


Loss on extinguishment of debt






2,413Income tax benefit


(4,775
)


(4,330
)Deferred rental income


(280
)


(65
)Minority interest


(979
)


(1,308
)Stock-based compensation expense


70



49Amortization of note payable premiums, included in interest
    expense


(46
)


(273
)Changes in operating assets and liabilities:Increase in tenant and other receivables


(107
)


(107
)Increase in accounts payable


1,136



373Increase in prepaid and other assets


(3,173
)


(1,936
)Increase in accrued and other liabilities


2,622



2,855Net cash provided by operating activities:


1,015



2,236CASH FLOWS FROM INVESTING ACTIVITIES:Capital improvements to real estate assets


(3,914
)


(4,449
)Real estate acquisition


(17,250
)


(26,140
)Proceeds received from sales of real estate assets


3,014



Net cash used in investing activities:


(18,150
)


(30,589
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from borrowings


470



53,560Proceeds from borrowings  property acquisitions


16,950



23,422Repayment of borrowings  property sales


(2,218
)


Repayment of borrowings  refinances


(300
)


(44,523
)Repayment of borrowings  scheduled payments


(1,707
)


(4,154
)Repurchase of common stock


(10
)


(211
)Issuance of preferred stock


1,600



Proceeds from exercise of stock options


31



85Acquisition of minority interest in the operating partnership


(1
)


(145
)Release of restricted cash


3,565



Net cash provided by financing activities:


18,380



28,034Increase (decrease) in cash and cash equivalents


1,245



(319
)Cash and cash equivalents, beginning of year


847



1,166Cash and cash equivalents, end of year

$
2,092


$
847SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid for interest

$
12,940


$
12,081Cash paid for income taxes


172



348    28




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##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.
  Notes
    to Consolidated Financial Statements
  NOTE 1.
    DESCRIPTION
    OF BUSINESS  GENERAL
        NOTE 2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  BASIS OF
    PRESENTATION
    RECLASSIFICATIONS
    USE OF
    ESTIMATES
   29




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##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  NEW
    ACCOUNTING PRONOUNCEMENTS
  No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities No. EITF 03-6-1). No. EITF 03-6-1 Earnings Per
    Share No. EITF 03-6-1 No. EITF 03-6-1
  Business Combinations Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of Accounting Research
    Bulletin No. 51
  Fair Value Measurement
  REAL
    ESTATE
  and/or
 30




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##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Building and Improvements

5 to 40 yearsTenant Improvements

Term of the related leaseFurniture and Equipment

3 to 5 years   CASH
    EQUIVALENTS
    RESTRICTED
    CASH
  lease-up
  FAIR
    VALUE OF FINANCIAL INSTRUMENTS
    DEFERRED
    FINANCING AND OTHER FEES
    STOCK-BASED
    COMPENSATION
  Share-Based Payment Accounting for Stock-Based
    Compensation Accounting for Stock Issued to
    Employees
 31




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##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  MINORITY
    INTEREST
    RENTAL
    REVENUE
          NET LOSS
    PER SHARE
  Earnings
    Per Share,
  INCOME
    TAXES
   32




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##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
          SEGMENT
    REPORTING
    ALLOWANCE
    FOR DOUBTFUL ACCOUNTS
   33




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##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  NOTE 3.
    REAL
    ESTATE    Buildings and





Accumulated


Net RecordedLand


Improvements


Total Cost


Depreciation


Value2008:Office properties

$
51,052


$
162,247


$
213,299


$
53,366


$
159,933Industrial properties


8,709



31,773



40,482



7,228



33,254Retail properties


1,100



2,480



3,580



379



3,201Other






425



425



310



115Total

$
60,861


$
196,925


$
257,786


$
61,283


$
196,5032007:Office properties

$
44,152


$
149,652


$
193,804


$
42,990


$
150,814Industrial properties


8,709



31,666



40,375



5,356



35,019Retail properties


1,100



2,456



3,556



130



3,426Other






318



318



281



37Total

$
53,961


$
184,092


$
238,053


$
48,757


$
189,296   ACQUISITIONS
  2008.
    2007.
    DISPOSITIONS
  2008
    2007.
   34




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##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    INTANGIBLE
    ASSETS PURCHASED
  Business
    Combinations
          Amortization


Rental IncomeExpense (in-Place


(Below-MarketYear Ending December 31,

Lease Value)


Leases)2009

$
490


$
4902010


421



4212011


374



3742012


343



3432013


314



314Thereafter


356



356$
2,298


$
2,298  35




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##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  FUTURE
    MINIMUM RENTS
    Future MinimumYear Ending December 31,

Rents2009

$
29,2952010


21,5342011


14,6062012


9,3452013


6,193Thereafter


4,368$
85,341   NOTE 4.
    DISCONTINUED
    OPERATIONS  Real
    estate assets held for sale.
      December 31,Condensed Consolidated Balance Sheet

2007Real estate

$
1,808Other


188Real estate assets held for sale

$
1,996Notes payable, net

$
2,222Accounts payable


12Accrued and other liabilities


84Liabilities related to real estate held for sale

$
2,318   Net
    (loss) income from discontinued operations.
   36




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##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended December 31,Condensed Consolidate Statements of Operations

2008


2007Rental revenue

$
73


$
360Total expenses(1)


(68
)


(390
)Income (loss) from discontinued operations before gain on sale
    and income tax (expense) benefit


5



(30
)Gain on sale of discontinued operations


1,141



Income tax (expense) benefit


(421
)


12Minority interest from discontinued operations


(94
)


2Income (loss) from discontinued operations

$
631


$
(16
)     (1)
    
    Includes interest expense of $26 and $162 for the years ended
    December 31, 2008 and 2007, respectively. Mortgage debt
    related to the property included in discontinued operations was
    individually secured. As such, interest expense was based on the
    propertys respective loan.  NOTE 5.
    INVESTMENT
    IN MANAGEMENT COMPANY        NOTE 6.
    RELATED
    PARTY TRANSACTIONS   37




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##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
         38




---



##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  NOTE 7.
    NOTES PAYABLE    2008


2007Maturity


Principal


Interest


Principal


InterestProperty (Unless Otherwise Noted)

Date


Balance


Rate


Balance


RateFixed RateFountain View Place


4/29/2009



1,700



10.00
%






Fountain View Place(1)


4/29/2009



2,500



18.00
%






Pacific Spectrum


6/10/2009



5,341



8.02
%


5,422



8.02
%1501 Mockingbird


6/30/2009



300



6.00
%


304



6.00
%6430 Richmond Atrium


6/30/2009



715



5.50
%


726



5.50
%Morenci


12/01/2009



1,524



6.60
%


1,617



6.60
%Corporate  Secured(2)


2/7/2010



1,950



7.50
%


1,951



8.07
%Bristol Bay


8/1/2011



7,005



7.58
%


7,101



7.58
%Technology


8/1/2011



7,243



7.44
%


7,346



7.44
%Creekside


12/1/2011



5,907



7.17
%


5,993



7.17
%16350 Park Ten Place


5/11/2012



4,526



7.45
%


4,586



7.45
%16360 Park Ten Place


5/11/2012



3,546



7.45
%


3,593



7.45
%2855 Mangum


5/11/2012



2,613



7.45
%


2,647



7.45
%2855 Mangum


5/11/2012



1,472



6.00
%


1,531



6.00
%6430 Richmond Atrium


5/11/2012



2,193



7.45
%


2,222



7.45
%16350 Park Ten Place


5/11/2012



500



7.45
%


506



7.45
%Southwest Pointe


6/1/2012



2,751



7.33
%


2,787



7.33
%16360 Park Ten Place


8/11/2012



391



7.45
%


397



7.45
%11500 Northwest Freeway


6/1/2014



4,145



5.93
%


4,208



5.93
%11500 Northwest Freeway


6/1/2014



300



5.93
%


304



5.93
%5850 San Felipe


8/1/2014



5,177



5.65
%


5,258



5.65
%Northwest Corporate Center


8/1/2014



5,451



6.26
%


5,527



6.26
%14741 Yorktown


9/1/2014



8,600



5.32
%


8,600



5.32
%8100 Washington


2/22/2015



2,232



5.59
%


2,266



5.59
%8300 Bissonnet


5/1/2015



4,597



5.51
%


4,662



5.51
%1501 Mockingbird


7/1/2015



3,287



5.28
%


3,332



5.28
%5450 Northwest Central


9/1/2015



2,674



5.38
%


2,715



5.38
%800 Sam Houston Parkway


12/29/2015



2,372



6.25
%


2,420



6.25
%888 Sam Houston Parkway


12/29/2015



2,372



6.25
%


2,420



6.25
%2401 Fountain View


3/1/2016



12,316



5.82
%


12,482



5.82
%12000 Westheimer


1/1/2017



4,250



5.70
%


4,250



5.70
%Gray Falls


1/1/2017



3,100



5.70
%


3,100



5.70
%6420 Richmond Atrium


6/5/2017



6,400



5.87
%


6,400



5.87
%7700 Building


8/1/2017



45,000



5.99
%


45,000



5.99
%Fountain View Place


4/29/2018



12,670



6.50
%






Subtotal


$
177,120






$
161,673Variable RateCorporate  Unsecured(3)


1/12/2010



1,200



6.00
%


1,500



8.25
%Beltway Industrial(4)


5/9/2010



17,170



7.00
%


17,000



7.64
%Corporate  Unsecured(5)


5/31/2010



500



6.00
%


200



8.25
%NW Spectrum


4/19/2012



3,210



6.71
%


3,315



7.64
%Windrose


4/19/2012



2,975



6.71
%


3,072



7.64
%Subtotal


$
25,055






$
25,087Loan Premiums






19







64Total


$
202,194






$
186,824     (1)
    
    Note contains an option to extend maturity for two six-month
    terms. 39




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##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   (2)
    
    In August 2008, the lender extended the maturity date of the
    note from October 1, 2008 to February 7, 2010. The
    interest rate changed from a variable rate to a 7.50% fixed rate.(3)
    
    In May 2008, the Company made a principal payment of $150,000 on
    the note, which reduced the principal balance to $1,350,000 and
    the lender extended the maturity date of the note from
    June 12, 2008 to January 12, 2009. In October 2008,
    the Company made a principal payment of $150,000 on the note
    which reduced the principal balance to $1,200,000 and the lender
    extended the maturity date of the note from January 12,
    2009 to January 12, 2010.(4)
    
    In August 2008, the lender funded the Company $170,000 for
    capital expenditures incurred at the property. An additional
    $205,000 in unfunded principal is currently available for future
    capital expenditures.(5)
    
    In March 2008, the lender extended the maturity date of the note
    from May 31, 2008 to May 31, 2010 and funded the
    Company an additional $300,000, which increased the principal
    balance to $500,000.      Year Ending December 31,2009

$
13,9972010


23,5102011


22,1932012


25,4132013


2,233Thereafter


114,829Subtotal


202,175Loan premium, net


19Total

$
202,194     NOTE 8.
    LOSS ON
    EXTINGUISHMENT OF DEBT   40




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##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  NOTE 9.
    MINORITY
    INTEREST            NOTE 10.
    REPURCHASE
    OF COMMON STOCK        NOTE 11.
    INCOME
    TAXES    2008


2007Current expense (benefit):Federal

$



$
State


218


$
$
218



Deferred expense (benefit):Federal

$
(4,782
)

$
(3,864
)State


(596
)


(454
)$
(5,378
)

$
(4,318
)      41




---



##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      December 31,


December 31,2008


2007Expected income tax benefit at statutory federal rate

$
(4,593
)

$
(4,890
)Permanent differences:Note premium


(15
)


(93
)Minority interest


156



395Meals and entertainment


13



14Stock-based compensation


(2
)


16Return to provision


(499
)


16State income tax (benefit) expense


(220
)


240Income tax benefit

$
(5,160
)

$
(4,318
)     December 31, 2008


December 31, 2007Deferred tax assets:Net operating losses

$
6,762


$
5,035Allowance for bad debts


120



69Total deferred tax asset


6,882



5,104Deferred tax liabilities:Built-in gains


(3,059
)


(6,277
)Straight-line rents receivable


(685
)


(586
)Stock compensation


(15
)


(18
)Total deferred tax liabilities


(3,759
)


(6,881
)Net deferred tax asset (liability)

$
3,123


$
(1,777
)     NOTE 12.
    NET LOSS
    PER SHARE   42




---



##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended December 31,2008


2007Loss from continuing operations

$
(7,274
)

$
(8,758
)Discontinued operations:Income (loss) from discontinued operations


5



(30
)Gain on sale of discontinued operations


1,141



Income tax benefit (expense)


(421
)


12Minority interest


(94
)


2Income (loss) from discontinued operations


631



(16
)Net loss

$
(6,643
)

$
(8,774
)Basic and diluted per share data:Loss from continuing operations

$
(5.28
)

$
(6.37
)Income (loss) from discontinued operations


0.46



(0.01
)Net loss

$
(4.82
)

$
(6.38
)Basic weighted average shares used


1,376,923



1,375,708   NOTE 13.
    STOCK
    OPTION AND RESTRICTED SHARE PLANS        Stock
    Options
   43




---



##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Shares


WeightedUnder


Average


Aggregate IntrinsicOption


Exercise Price


ValueOutstanding on January 1, 2008


32,813


$
24.07Granted






Forfeited


(938
)

$
14.86Exercised


(2,500
)

$
12.43


$
30,181Outstanding on December 31, 2008


29,375


$
23.93


$
227,288Exercisable as of December 31, 2008


27,813


$
24.25


$
217,209     Weighted Average


WeightedRemaining


AverageNumber


Contractual


ExerciseRange of Exercise Price

Outstanding


Life


Price$ 8.10 - $12.20


12,500



5.2 years


$
10.66$18.25 - $27.16


11,250



5.7 years


$
20.65$60.00 - $60.00


5,625



2.8 years


$
60.00     Weighted Average


WeightedRemaining


AverageNumber


Contractual


ExerciseRange of Exercise Price

Exercisable


Life


Price$ 8.10 - $12.20


12,500



5.2 years


$
10.66$18.25 - $27.16


9,688



5.4 years


$
21.03$60.00 - $60.00


5,625



2.8 years


$
60.00     WeightedAverageGrant DateNonvested Stock Options

Number


Fair ValueNonvested at January 1, 2008


5,000


$
9.00Granted






Vested


(2,500
)

$
8.50Forfeited


(938
)

$
8.67Nonvested at December 31, 2008


1,562


$
10.00      44




---



##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Restricted
    Stock
        WeightedAverageNumber of


Grant DateRestricted Stock Awards

Shares


Fair ValueNonvested at January 1, 2008


4,250


$
22.75Granted


4,250


$
25.00Vested


(1,413
)

$
22.75Forfeited






Nonvested at December 31, 2008


7,087


$
24.10     NOTE 14.
    COMMITMENTS
    AND CONTINGENCIES       45




---



##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  NOTE 15.
    PREFERRED
    STOCK       46




---



##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.



SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS  Column A

Column B


Column C


Column D


Column EAdditionsBalance at


Charged to





BalanceBeginning of


Costs and





at EndDescription

Year


Expenses


Deductions


of Year(Dollars in thousands)Year Ended December 31, 2008Allowance for loss on real estate held for investment(1)

$
472


$



$
472


$
Year Ended December 31, 2007Allowance for loss on real estate held for investment

$
472


$



$



$
472Year Ended December 31, 2008Allowance for doubtful accounts

$
186


$
841


$
656


$
371Year Ended December 31, 2007Allowance for doubtful accounts

$
228


$
204


$
246


$
186     (1)
    
    Valuation allowance of $472 on Columbia Northeast, a retail
    center property in South Carolina, established in 2002 as the
    estimated fair market value declined below book value. The
    property, which was classified as Real estate held for
    sale as of December 31, 2007, was sold on
    February 28, 2008. 47




---



##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.
  SCHEDULE III 
    REAL ESTATE AND ACCUMULATED DEPRECIATION
 DECEMBER
    31, 2008
  Column A

Column B


Column C


Column D


Column ECost Capitalized


Gross amount carried atInitial Cost to Company(1)


Subsequent to


December 31, 2008 (3)Buildings and


Acquisition (2)





Buildings andDescription

Encumbrances


Land


Improvements


Improvements


Land


Improvements


Total(Dollars in thousands)Office Properties:San Felipe, TX

$
5,177


$
2,290


$
4,290


$
1,333


$
2,290


$
5,623


$
7,913Creekside, CA


5,907



2,790



6,460



495



2,790



6,955



9,745Bristol Bay, CA


7,005



1,620



7,880



1,530



1,620



9,410



11,0307700 Irvine Center, CA


45,000



9,150



40,390



4,354



9,150



44,744



53,894Northwest Corporate Center, MO


5,451



1,550



5,230



1,419



1,550



6,649



8,19916350 Park Ten, TX


5,026



1,174



5,324



630



1,174



5,954



7,12816360 Park Ten, TX


3,937



900



4,192



744



900



4,936



5,836800 Sam Houston Parkway, TX


2,372



1,000



1,121



694



1,000



1,815



2,815888 Sam Houston Parkway, TX


2,372



500



892



403



500



1,295



1,7955450 Northwest Central, TX


2,674



854



2,622



645



854



3,267



4,12112000 Westheimer, TX


4,250



1,878



2,432



1,379



1,878



3,811



5,6898100 Washington, TX


2,232



600



2,317



153



600



2,470



3,0708300 Bissonnet, TX


4,597



1,400



3,990



306



1,400



4,296



5,696Pacific Spectrum, AZ


5,341



1,460



6,880



1,692



1,460



8,572



10,03211500 NW Freeway, TX


4,445



2,278



3,621



513



2,278



4,134



6,41214741 Yorktown, TX


8,600



2,375



9,504



3



2,375



9,507



11,8822855 Mangum, TX


4,085



2,134



3,300



208



2,134



3,508



5,6422470 Gray Falls Drive, TX


3,100



670



1,956



354



670



2,310



2,9802401 Fountain View, TX


12,316



3,500



13,451



733



3,500



14,184



17,6841501 Mockingbird, TX


3,587



1,000



3,583



37



1,000



3,620



4,6206420 Richmond Atrium, TX


6,400



3,384



3,039



164



3,384



3,203



6,5876430 Richmond Atrium, TX


2,908



1,645



2,116



62



1,645



2,178



3,823Fountain View Place, TX


16,870



6,900



9,612



194



6,900



9,806



16,706Office Total

$
163,652


$
51,052


$
144,202


$
18,045


$
51,052


$
162,247


$
213,299Industrial Properties:Southwest Point, TX


2,751



1,800



1,530



494



1,800



2,024



3,824Morenci Professional Park, IN


1,524



790



2,680



141



790



2,831



3,621Technology, TX


7,243



580



9,360



101



580



9,461



10,041Beltway Industrial, TX


17,170



3,829



14,764



305



3,829



15,069



18,898Northwest Spectrum, TX


3,210



1,710



2,297



91



1,710



2,388



4,098Industrial Total

$
31,898


$
8,709


$
30,631


$
1,132


$
8,709


$
31,773


$
40,482Retail Properties:Windrose, TX


2,975



1,100



2,440



40



1,100



2,480



3,580Retail Total

$
2,975


$
1,100


$
2,440


$
40


$
1,100


$
2,480


$
3,580Other:American Spectrum Realty










138



287







425



425Other Total

$



$



$
138


$
287


$



$
425


$
425Combined Total

$
198,525


$
60,861


$
177,411


$
19,504


$
60,861


$
196,925


$
257,786  48




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##### Table of Contents



AMERICAN
    SPECTRUM REALTY, INC.
  SCHEDULE III 
    REAL ESTATE AND ACCUMULATED DEPRECIATION
 DECEMBER
    31, 2008
  Column A

Column F


Column G


Column H


Column ILife on WhichDepreciation inLatest IncomeAccumulated


Date of


Date


StatementsDescription

Depreciation


Construction


Acquired


is Computed(Dollars inthousands)Office Properties:San Felipe, TX


2,123



1977



2001



5-40Creekside, CA


2,917



1984



2001



5-40Bristol Bay, CA


3,793



1988



2001



5-407700 Irvine Center, CA


19,593



1989



2001



5-40Northwest Corporate Center, MO


2,785



1983-1987



2001



5-4016350 Park Ten, TX


2,366



1979



2002



5-4016360 Park Ten, TX


1,997



1981



2002



5-40800 Sam Houston Parkway, TX


621



1980



2004



5-40888 Sam Houston Parkway, TX


574



1979



2002



5-405450 Northwest Central, TX


1,096



1979



2003



5-4012000 Westheimer, TX


1,251



1981



2003



5-408100 Washington, TX


805



1980



2003



5-408300 Bissonnet, TX


1,345



1981



2003



5-40Pacific Spectrum, AZ


3,945



1986



2001



5-4011500 NW Freeway, TX


1,132



1983



2004



5-4014741 Yorktown, TX


1,549



1996



2006



5-402855 Mangum, TX


646



1979



2006



5-402470 Gray Falls Drive, TX


526



1983



2006



5-402401 Fountain View, TX


2,502



1980



2006



5-401501 Mockingbird, TX


534



1981



2006



5-406420 Richmond Atrium, TX


495



1979



2006



5-406430 Richmond Atrium, TX


360



1974



2006



5-40Fountain View Place, TX


411



1974



2006



5-40Office Total

$
53,366Industrial Properties:Southwest Point, TX


812



1972



2001



5-40Morenci, Professional Park, IN


1,126



1975-1979



2001



5-40Technology, TX


3,458



1986



2001



5-40Beltway Industrial, TX


1,506



1999



2007



5-40Northwest Spectrum, TX


326



2004



2007



5-25Industrial Total

$
7,228Retail Properties:Windrose, TX


379



2005



2007



5-25Retail Total

$
379Other:American Spectrum Realty-FF&E


310











3-5Other Total

$
310Combined Total

$
61,283     (1)
    
    Initial cost and date acquired, where applicable.(2)
    
    Costs capitalized are offset by retirements and write-offs.(3)
    
    The aggregate cost for federal income tax purposes is $150,632. 49




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##### Table of Contents



AMERICAN
    SPECTRUM REALTY INC.
  SCHEDULE III 
    REAL ESTATE AND ACCUMULATED DEPRECIATION
 December 31,
    2008
    2008


2007(Dollars in thousands)Rental Property:Balance at beginning of year

$
238,053


$
208,599Additions during year:Property acquisitions and additions


20,405



30,481Retirements


(672
)


(1,027
)Balance at end of year

$
257,786


$
238,053Accumulated Depreciation:Balance at beginning of year

$
48,757


$
37,592Additions during year:Depreciation


13,198



12,192Retirements


(672
)


(1,027
)Balance at end of year

$
61,283


$
48,757  50




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##### Table of Contents



SIGNATURES
     AMERICAN SPECTRUM REALTY INC
    Date: March 16, 2009

/s/  William
    J.
    CardenWilliam
    J. Carden
    Chairman of the Board, President and
    Chief Executive Officer
    (Principal Executive Officer)Date: March 16, 2009

/s/  G.
    Anthony
    EppolitoG.
    Anthony Eppolito
    Vice President, Chief Financial Officer
    (Principal Financial and Accounting Officer), Treasurer and
    SecretaryDate: March 16, 2009

/s/  Timothy
    R.
    BrownTimothy
    R. Brown
    DirectorDate: March 16, 2009

/s/  William
    W. Geary,
    Jr.William
    W. Geary, Jr.
    DirectorDate: March 16, 2009

/s/  Presley
    E.
    Werlein, IIIPresley
    E. Werlein, III
    DirectorDate: March 16, 2009

/s/  John
    N.
    GalardiJohn
    N. Galardi
    Director  51




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNo.

Exhibit Title3
.1

Form of Amended and Restated Articles of Incorporation of the
    Company(1)3
.2

Bylaws of the Company(1)3
.3

Amended and Restated Bylaws of the Company are incorporated
    herein by reference to Exhibit 3.01 to the Companys
    Form 10-Q
    for the quarter ended June 30, 20023
.4

Articles of Amendment of the Company are incorporated herein by
    reference to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 20033
.5

Articles of Amendment of the Company are incorporated herein by
    reference to the Companys
    Form 10-Q
    for the quarter ended March 31, 20063
.6

Articles Supplementary for 15% Cumulative Preferred Stock,
    Series A of the Company dated December 30, 2008 are
    incorporated herein by reference to the Companys
    Form 8-K
    filed January 8, 20094
.1

Form of Stock Certificate(1)10
.1

Form of Agreement and Plan of Merger of Sierra-Pacific
    Development Fund(1)10
.2

Form of Agreement and Plan of Merger of Sierra-Pacific
    Development Fund II(1)10
.3

Form of Agreement and Plan of Merger of Sierra-Pacific
    Development Fund III(1)10
.4

Form of Agreement and Plan of Merger of Sierra Pacific Pension
    Investors 84(1)10
.5

Form of Agreement and Plan of Merger of Sierra Pacific
    Institutional Properties V(1)10
.6

Form of Agreement and Plan of Merger of Nooney Income
    Fund Ltd., L.P.(1)10
.7

Form of Agreement and Plan of Merger of Nooney Income
    Fund Ltd., L.P.(1)10
.8

Form of Agreement and Plan of Merger of Nooney Real Property
    Investors  Two, L.P.(1)10
.9

Omnibus Stock Incentive Plan(1)10
.10

Agreement of Limited Partnership of American Spectrum Realty
    Operating Partnership, L.P.(1)10
.11

Agreement and Plan of Merger, dated August 6, 2000, between
    the Company and CGS Properties (Mkt./Col.), L.P.(1)10
.12

Agreement and Plan of Merger, dated August 6, 2000, between
    the Company and Creekside/Riverside, L.L.C.(1)10
.13

Agreement and Plan of Merger, dated August 6, 2000, between
    the Company and McDonnell Associates, L.L.C.(1)10
.14

Agreement and Plan of Merger, dated August 6, 2000, between
    the Company and Pacific Spectrum, L.L.C.(1)10
.15

Agreement and Plan of Merger, dated August 6, 2000, between
    the Company and Pasadena Autumn Ridge L.P.(1)10
.16

Agreement and Plan of Merger, dated August 6, 2000, between
    the Company and Seventy Seven, L.L.C.(1)10
.17

Agreement and Plan of Merger, dated August 6, 2000, between
    the Company and Villa Redondo L.L.C.(1)10
.18

Agreement and Plan of Merger, dated August 6, 2000, between
    the Company and Third Coast L.L.C.(1)10
.19

Agreement and Plan of Contribution, dated August 6, 2000,
    between the Company and No.-So., Inc.(1)10
.20

Form of Restricted Stock Agreement(1)10
.21

Form of Stock Option Agreement (Incentive Stock Options)(1)10
.22

Form of Stock Option Agreement (Directors)(1)10
.23

Form of Stock Option Agreement (Non-Qualified Options)(1)10
.24

Form of Indenture Relating to Notes(1)10
.25

Contribution Agreement, dated May 31, 2000, between the
    Company and CGS Real Estate Company, Inc.(1) 52




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##### Table of Contents



ExhibitNo.

Exhibit Title10
.26

Contribution Agreement, dated May 31, 2000, between the
    Company and American Spectrum Real Estate Services, Inc.(1)10
.27

Agreement and Plan of Merger, dated May 31, 2001, between
    the Company and Lindbergh Boulevard Partners (Lindbergh), L.P.(1)10
.28

Agreement and Plan of Merger, dated May 31, 2001, between
    the Company and Nooney Rider Trail L.L.C.(1)10
.29

Agreement and Plan of Merger, dated May 31, 2001, between
    the Company and Back Bay L.L.C.(1)10
.30

Contribution Agreement, dated May 31, 2001, between
    American Spectrum Realty Management, Inc. and CGS Real Estate
    Company, Inc., American Spectrum  Midwest, American
    Spectrum  Arizona, American Spectrum 
    California and American Spectrum  Texas, Inc.(1)10
.31

Amendment of Agreement Plan of Merger between the Company and
    Villa Redondo L.L.C. is incorporated herein by reference to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 200110
.32

Amendment of Agreement Plan of Merger between the Company and
    Pasadena Autumn Ridge, L.P. is incorporated herein by reference
    to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 200110
.33

Amendment of Agreement Plan of Merger between the Company and
    Third Coast L.L.C. is incorporated herein by reference to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 200110
.34

Registration Rights Agreement between the Company, the
    Operating Partnership, and other parties is incorporated herein
    by reference to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 200110
.35

Employment Agreement dated October 15, 2001 between the
    Company and Harry A. Mizrahi is incorporated herein by reference
    to Exhibit 10.01 to the Companys
    Form 10-Q
    for the quarter ended March 31, 200210
.36

Employment Agreement dated April 3, 2002 between the
    Company and Paul E. Perkins is incorporated herein by reference
    to Exhibit 10.02 to the Companys
    Form 10-Q
    for the quarter ended March 31, 200210
.37

Employment Agreement dated April 16, 2002 between the
    Company and Patricia A. Nooney is incorporated herein by
    reference to Exhibit 10.03 to the Companys
    Form 10-Q
    for the quarter ended March 31, 200210
.38

Employment Agreement dated September 1, 2002 between the
    Company and Thomas N. Thurber is incorporated herein by
    reference to Exhibit 10.04 to the Companys
    Form 1-Q
    for the quarter ended June 30, 2002 (Exhibits pursuant to
    the Agreement have not been filed by the Company, who hereby
    undertakes to file such exhibits upon the request of the SEC)10
.39

Employment Agreement dated October 15, 2001 between the
    Company and William J. Carden is incorporated herein by
    reference to Exhibit 10.5 to the Companys
    Form 10-Q
    for the quarter ended September 30, 200210
.40

Letter Agreement dated February 25, 2003 between the
    Company and William J. Carden and John N. Galardi is
    incorporated herein by reference to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 200210
.41

Letter Agreement dated February 25, 2003 between the
    Company and CGS Real Estate Company, Inc. is incorporated herein
    by reference to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 200210
.42

Letter Agreement dated February 25, 2003 between the
    Company and William J. Carden and John N. Galardi is
    incorporated herein by reference to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2002 53




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##### Table of Contents



ExhibitNo.

Exhibit Title10
.43

Amendment No. 1 to Employment Agreement dated
    October 6, 2003 between the Company and Patricia A. Nooney
    incorporated herein by reference to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 200321


Significant Subsidiaries of the Company23
.1

Hein & Associates, LLP Consent 
    Form 10-K31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act31
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act32
.1

Certification of Chief Executive Officer pursuant to
    18 U.S.C. Section 1350 as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 200232
.2

Certification of Chief Financial Officer pursuant to
    18 U.S.C. Section 1350 as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002     (1)
    
    Incorporated herein by reference to the Companys
    Registration Statement on
    Form S-4
    (Registration
    No. 333-43686),
    which became effective August 8, 2001. 54