<PAGE>



                                    FORM 10-K/A
                                  AMENDMENT NO. 1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

          [ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

                   For the fiscal year ended DECEMBER 31, 1996

                                       OR

         [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                           Commission File No. 1-14166

                         MERIDIAN INDUSTRIAL TRUST, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          MARYLAND                                  94-3224765
-------------------------------         ------------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

     455 MARKET STREET
     17TH FLOOR
     SAN FRANCISCO, CALIFORNIA                        94105
-------------------------------         ------------------------------------
(Address of principal executive                     (Zip Code)
offices)

Registrant's telephone number,
including area code:                              (415) 281-3900
                                        ------------------------------------

Securities registered pursuant to Section 12(b) of the Act:

       TITLE OF EACH CLASS         NAME OF EACH EXCHANGE ON WHICH REGISTERED
     -----------------------       -----------------------------------------
     COMMON STOCK, PAR VALUE                 NEW YORK STOCK EXCHANGE
        $0.001 PER SHARE

     WARRANTS TO PURCHASE                    AMERICAN STOCK EXCHANGE
          COMMON STOCK

          Securities registered pursuant to Section 12(g) of the Act:  NONE

     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
          -----          -----

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]

     The aggregate market value of the voting stock held by non-affiliates of
the registrant on March 3, 1997 was $188,489,238, computed by reference to the
closing sales price of the common stock reported on the New York Stock Exchange
and by excluding Common Stock and Series B Preferred Stock owned by directors,
executive officers and principal shareholders (i.e., holders of 5% or more of
the registrant's voting stock).

     The registrant had 13,596,370 shares of Common Stock outstanding on March
3, 1997.
<PAGE>

--------------------------------------------------------------------------------
                                     PART IV
--------------------------------------------------------------------------------

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.


(a)(1)  FINANCIAL STATEMENTS.  The following Company financial statements are
filed as part of this report:

                                                                       PAGE
                                                                       ----
        Report of Independent Public Accountants . . . . . . . . . . . .F-1
        Consolidated Balance Sheets. . . . . . . . . . . . . . . . . . .F-2
        Consolidated Statements of Operations. . . . . . . . . . . . . .F-3
        Consolidated Statements of Stockholders' Equity (Deficit). . . .F-4
        Consolidated Statements of Cash Flows. . . . . . . . . . . . . .F-5
        Notes to Consolidated Financial Statements . . . . . . . . . . .F-6

(a)(2)  FINANCIAL STATEMENT SCHEDULES.  The following financial statement
schedules are filed as part of this report:

                                                                     PAGE
                                                                       ----
        Valuation and Qualifying Accounts. . . . . . . . . . . . . . . F-17
        Real Estate and Accumulated Depreciation . . . . . . . . . . . F-18

(a)(3)  EXHIBITS.

NO.   DESCRIPTION

2.1(1)    Amended and Restated Agreement and Plan of Merger among the Trusts and
          the Company dated as of November 10, 1995.

2.2(1)    Amended and Restated Asset Purchase Agreement between Trust 83 and the
          Company dated as of November 10, 1995.

3.1(2)    The Company's Third Amended and Restated Articles of Incorporation.

3.2(2)    The Company's Second Amended and Restated Bylaws.

4.1(2)    Specimen share certificate.  (See also restrictions contained
          inExhibits 3.1 and 3.2)

10.1(2)   Amended and Restated Employee and Director Incentive Stock Plan of the
          Company.

10.2(3)   First Amendment to Amended and Restated Employee and Director
          Incentive Stock Plan of the Company.

10.3(1)   MPP Agreement among MPP, the Company, Milton K. Reeder, Sierra Real
          Estate Equity Trust 84 Co. and the Trusts dated as of May 31, 1995.

10.4(2)   Amendment No. 1 to MPP Agreement among MPP, the Company, Milton K.
          Reeder, Sierra Real Estate Equity Trust 84 Co. and the Trusts dated
          February 22, 1996.

10.5(2)   MPP Termination Agreement among MPP, the Company and Meridian Point
          Realty Trust VIII Co. dated February 22, 1996.


                                      -29-
<PAGE>

10.6(2)   Amended and Restated Investor Rights Agreement among the Company,
          Hunt, USAA, Trust 83, Ameritech and OTR dated as of February 23, 1996.

10.7(2)   Amended and Restated Excepted Holder Agreement between the Company and
          Hunt dated as of February 23, 1996.

10.8(2)   Amended and Restated Excepted Holder Agreement between the Company and
          USAA dated as of February 23, 1996.

10.9(2)   Excepted Holder Agreement between the Company and Ameritech dated as
          of February 23, 1996.

10.10(2)  Excepted Holder Agreement between the Company and OTR dated as of
          February 23, 1996.

10.11(1)  Amended and Restated Stockholders' Agreement among the Company, the
          Trusts, USAA, Allen J. Anderson, C.E. Cornutt, Peter O. Hanson, Robert
          E. Morgan, John S. Moody, James M. Pollak, Kenneth N. Stensby and Lee
          W. Wilson dated as of November 10, 1995.

10.12(2)  Warrant Agreement between the Company and the First Chicago Trust
          Company of New York dated as of February 23, 1996.

10.13(1)  Form of Indemnification Agreement signed by the Company and certain
          directors, officers, employees and agents of the Company.

10.14(1)  Stock Purchase Agreement among the Company, Ameritech and OTR dated as
          of December 20, 1995.

10.15(3)  First Amended and Restated Revolving Credit Agreement dated March
          19,1996 among the Company, The First National Bank of Boston, Texas
          Commerce Bank National Association, and Nationsbank of Texas, NA.

10.16(2)  Guaranty of payment and performance by DFW Nine in connection with the
          Revolving Credit Agreement among the Company, The First National Bank
          of Boston, Texas Commercial Bank National Association and Nationsbank
          of Texas, N.A. dated February, 1996.

10.17(3)  Amended and Restated Loan Administration Agreement between The
          Prudential Insurance Company of America and the Company, IndTennco
          Limited Partnership, Metro-Sierra Limited Partnership, and Progress
          Center/Alabama Limited Partnership dated as of February 23, 1996.

10.18(2)  Agreement of Limited Partnership of DFW Nine dated April 15, 1987.

10.19(2)  Amendment No. 1 to Agreement of Limited Partnership of DFW Nine dated
          June 1, 1987.

10.20(2)  Assignment of General Partnership Interests and Agreement regarding
          DFW Nine dated February, 1996.

10.21(3)  Assignment of Limited Partnership Interest in MIT Unsecured L.P.
          (formerly known as DFW Nine) dated December 31, 1996.

10.22(2)  Agreement of Limited Partnership of Progress Center/Alabama Limited
          Partnership dated December 3, 1987.

10.23(2)  First Amendment to Agreement of Limited Partnership of Progress
          Center/Alabama Limited Partnership dated June 29, 1990.


                                      -30-
<PAGE>

10.24(3)  Assignment of Limited Partnership Interest in MIT Secured L.P.
          (formerly known as Progress Center/Alabama Limited Partnership) dated
          December 31, 1996.

10.25(1)  Consulting Agreement among the Trusts, Hunt Realty Corporation and the
          Company effective as of January 1, 1995.

10.26(1)  Form of employment letters signed by the Company and, respectively,
          Allen J. Anderson, Milton K. Reeder, Dennis D. Higgs, Jaime Suarez and
          Robert A. Dobbin, each dated November 14, 1995, together with summary
          of economic terms for each such employment letter.

10.27(2)  Employment letter signed by Celeste Woo dated November 14, 1996.

10.28(2)  Employment letter signed by Peter Harmon dated January 30, 1996.

10.29(2)  Form of Incentive Stock Option Agreement to be signed by the Company
          and certain officers and employees participating in the Company's
          Stock Plan.

10.30(2)  Form of Nonstatutory Stock Option Agreements to be signed by the
          Company and certain directors, officers, employees and agents
          participating in the Company's Stock Plan.

10.31(2)  Form of Nonstatutory Stock Option Agreement to purchase shares of the
          Company's Common Stock at $12.00 per share signed by Messrs. Anderson
          (100,000 shares), Reeder (20,000 shares), Higgs (45,000 shares), Keith
          (15,000 shares), Suarez (10,000 shares) and Dobbin (1,400 shares).

10.32(2)  Stock Purchase Agreement among Meridian Industrial Trust, Inc. and
          Messrs. Anderson, Reeder, Higgs, Keith, Suarez and Dobbin.

10.33(2)  Form of Promissory Note used in connection with the purchase the
          Company's Common Stock signed by Messrs. Anderson ($200,000), Reeder
          ($40,000), Higgs ($90,000), Keith ($30,000) and Suarez ($20,000).

10.34(2)  Note Purchase Agreement between the Company and The First National
          Bank of Boston dated as of February 13, 1996.

10.35(2)  Security Agreement and Assignment of Account to The First National
          Bank of Boston from the Company dated February 13, 1996.

10.36(1)  Option Agreement between the Company and USAA Real Estate Company
          dated as of November 21, 1995, including the form of USAA Warrant
          attached.

10.37(2)  Warrant issued to USAA to purchase Common Stock of the Company dated
          February 23, 1996.

10.38(2)  The Company's Dividend Reinvestment Plan.

21.1(2)   Subsidiaries of the Company.


                                      -31-
<PAGE>

27(3)     Financial Data Schedule

--------------------------------------------------
(1)  Filed with the Company's Registration Statement No. 333-00018 on January 3,
     1996, and incorporated herein by reference.

(2)  Filed with the Company's Amendment No. 1 to Registration Statement No. 333-
     02322 on March 25, 1996, and incorporated herein by reference.

(3)  Filed with this Report.


(b)  REPORTS ON FORM 8-K.

     The following Form 8-K reports were filed during the quarter ended December
     31, 1996:

     Forms 8-KA Amendment No. 1 to the Company's Current Report on Form 8-K
     dated September 30, 1996 (this Form 8-KA was filed on December 13, 1996).

(c)  The exhibits listed in Item 14(a)(3) above are submitted as part of this
     report.

(d)  The financial statement schedules listed in Item 14(a)(2) above are
     submitted as part of this report.


                                      -32-
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

Dated:  March 20, 1997                  MERIDIAN INDUSTRIAL TRUST, INC.



                                        By:  /s/ Allen J. Anderson
                                           -------------------------------------
                                           Allen J. Anderson
                                           Chairman and Chief Executive Officer



     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.



     /s/ Allen J. Anderson                        Dated:  March 20, 1997
-----------------------------------
Allen J. Anderson
Chairman, Chief Executive Officer, and Director
(Principal Executive Officer)



     /s/ Milton K. Reeder                         Dated:  March 20, 1997
-----------------------------------
Milton K. Reeder
President and Chief Financial Officer
(Principal Financial Officer)



     /s/ James Suarez                             Dated:  March 20, 1997
-----------------------------------
Treasurer and Controller
(Principal Accounting Officer)



     /s/ C.E. "Doc" Cornutt                       Dated:  March 20, 1997
-----------------------------------
C.E. "Doc" Cornutt
Director



     /s/ T. Patrick Duncan                        Dated:  March 20, 1997
-----------------------------------
T. Patrick Duncan
Director


                                      -33-
<PAGE>

     /s/ Peter O. Hanson                          Dated:  March 20, 1997
-----------------------------------
Peter O. Hanson
Director



     /s/ John S. Moody                            Dated:  March 20, 1997
-----------------------------------
John S. Moody
Director



     /s/ James M. Pollak                          Dated:  March 20, 1997
-----------------------------------
James M. Pollak
Director



                                                  Dated:  March 20, 1997
-----------------------------------
Kenneth N. Stensby
Director



     /s/ Lee W. Wilson                            Dated:  March 20, 1997
-----------------------------------
Lee W. Wilson
Director


                                      -34-