FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

        [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

              For the quarterly period ended September 30, 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 offices)                  (Zip Code)

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 $0.001 per share      New York Stock Exchange

   Warrants to Purchase Common Stock              American Stock Exchange

   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 the number of shares outstanding of the common and preferred stock, as
                       of the latest practicable date:

    Shares of Series B Preferred Stock as of November 1, 1996 : 2,272,727
          Shares of Common Stock as of November 1, 1996 : 9,685,563



<PAGE>


------------------------------------------------------------------------
                     PART I: FINANCIAL INFORMATION
------------------------------------------------------------------------


      ITEM 1.     CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

      The accompanying unaudited consolidated condensed financial statements
should be read in conjunction with the 1995 Form 10-K and 1996 Form 10-Q for the
quarters ended June 30, 1996 and March 31, 1996 of the registrant (the
"Company").  These consolidated condensed statements have been prepared in
accordance with the instructions of the Securities and Exchange Commission Form
10-Q and do not include all the information and footnotes  required by generally
accepted accounting principles for complete financial statements.

      In the opinion of the Company's management, all material adjustments of a
normal, recurring nature considered necessary for a fair presentation of results
of operations for the interim period have been included.  The results of
consolidated operations for the three and nine month periods ended September 30,
1996 are not necessarily indicative of the results that may be expected for the
year ending December 31, 1996.



<PAGE>


                    MERIDIAN INDUSTRIAL TRUST, INC.

                 CONSOLIDATED CONDENSED BALANCE SHEETS
             As of September 30, 1996 and December 31, 1995
              (unaudited, in thousands, except share data)
<TABLE>
<CAPTION>

                                                       1996             1995
                                                    ----------      ----------
        <S>                                         <C>             <C>
        ASSETS

        INVESTMENT IN REAL ESTATE:
        Rental Properties Held for Investment       $  263,761      $      300
        Less: Accumulated Depreciation                  (2,819)             --
                                                    ----------      ----------
                                                       260,942             300
        
        Rental Properties Held for Sale, Net of
          Accumulated Depreciation of $272 at
          September 30, 1996                            22,713              --
                                                    ----------      ----------
        Total Investment in Real Estate                283,655             300
        
        OTHER ASSETS:
        Cash and Cash Equivalents                        1,622             475
        Restricted Cash                                  1,944              --
        Investment in Marketable Securities                 --           2,607
        Accounts Receivable, Net of Reserves           
          of $459 at September 30, 1996                  1,361              --
        Capitalized Loan Fees, Lease Commissions      
          and Other Assets, Net                          4,118             342
                                                    ----------      ----------
        TOTAL ASSETS                                $  292,700      $    3,724
                                                    ==========      ==========
                                                      
       

       
        LIABILITIES AND STOCKHOLDERS' EQUITY
        
        LIABILITIES:
        Mortgage Loan                               $   66,094       $      --
        Unsecured Credit Facility                       41,900              --
        Notes Payable to Affiliates                         --             750
        Accrued Dividends Payable                        3,514              29
        Accounts Payable                                 4,518              10
        Due to Affiliate                                    --             232
        Short-Term Loan Payable                             --           2,351
        Prepaid Rent,Tenant Deposits and Other             
          Liabilities                                    1,948              66
                                                    ----------      ----------
        TOTAL LIABILITIES                              117,974           3,438
                                                    ----------      ----------

        Redeemable Series A Preferred Stock
          -- Par value $0.001; fully redeemed
          at September 30, 1996; 1,000,000
          shares issued and outstanding at
          December 31, 1995                                 --           1,000
                                                    ----------      ----------
        STOCKHOLDERS' EQUITY:
        Authorized Shares -- 175,000,000 shares
          of Common Stock and 25,000,000 shares
          of Preferred Stock authorized, each
          with par value of $0.001; 9,684,570
          and 900 shares of Common Stock
          issued and outstanding at September 30,
          1996 and December 31, 1995,
          respectively; and 2,272,727 shares of
          Series B Preferred Stock issued and
          outstanding at September 30, 1996 with
          a liquidation preference of $35,000               12               1
        Paid-in Capital                                176,771             607
        Distributions in Excess of Income               (2,057)         (1,322)
                                                    ----------      ---------- 
        TOTAL STOCKHOLDERS' EQUITY                     174,726            (714)

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $  292,700      $    3,724
                                                    ==========      ==========
</TABLE>


          The accompanying notes are an integral part of these statements


<PAGE>


                    MERIDIAN INDUSTRIAL TRUST, INC.

             CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
         For the Three Months Ended September 30, 1996 and 1995
            and the Nine Months Ended September 30, 1996 and
    For the Period From May 18, 1995 (Inception) to September 30, 1995
              (unaudited, in thousands, except share data)
<TABLE>
<CAPTION>

                                     THREE MONTHS ENDED    NINE MONTHS ENDED
                                        SEPTEMBER 30,        SEPTEMBER 30,
                                       1996       1995        1996     1995
                                   ----------  ---------  ---------- --------- 
<S>                                <C>         <C>        <C>        <C>
REVENUES:
Rentals from Real Estate
  Investments                      $   10,092  $      --  $   23,464 $      --
Interest and Other Income                  85         14         469        19
                                   ----------  ---------  ---------- ---------  
TOTAL REVENUES                         10,177         14      23,933        19
                                   ----------  ---------  ---------- ---------
  
EXPENSES:
Interest Expense                        1,631         --       4,168        --
Property Taxes                          1,373         --       3,269        --
Property Operating Costs                1,170         --       2,484        --
General and Administrative              1,212        213       3,000       213
Depreciation and Amortization           1,391         --       3,234        --
                                   ----------  ---------  ---------- ---------
Total Expenses                          6,777        213      16,155       213
                                   ----------  ---------  ---------- ---------
Income (Loss) Before Gain on Sale
  of Property and Extraordinary
  Item                                  3,400       (199)      7,778      (194)
Gain on Sale of Property                  170         --         177        --
                                   ----------  ---------  ---------- ---------
Income (Loss) Before Extraordinary
  Item                                  3,570       (199)      7,955      (194)
Extraordinary Item -- Expenses
  Incurred in Connection with Debt
  Retirements                              --         --        (411)       --
                                   ----------  ---------  ---------- ---------
NET INCOME (LOSS)                  $    3,570  $    (199) $    7,544 $    (194)
                                   ==========  =========  ========== =========

Net Income (Loss)                  $    3,570  $    (199) $    7,544 $    (194)
Less: Preferred Dividends
  Declared                               (706)       (17)     (1,706)      (17)
                                   ----------  ---------  ---------- ---------
NET INCOME (LOSS) ALLOCABLE TO
  COMMON                           $    2,864  $    (216) $    5,838 $    (211)
                                   ==========  =========  ========== ========= 
  
NET INCOME (LOSS) PER WEIGHTED
  AVERAGE COMMON SHARE:
Income (Loss) Per Common Share
  Before Extraordinary Item         $    0.29   $(240.00) $     0.82 $ (234.44)
Extraordinary Item                         --         --       (0.05)       --
                                   ----------  ---------  ---------- ---------
NET INCOME (LOSS )ALLOCABLE TO
  COMMON PER WEIGHTED AVERAGE
  COMMON SHARE OUTSTANDING          $    0.29   $(240.00)  $    0.77 $ (234.44)
                                   ==========  =========  ========== =========
</TABLE>
    The accompanying notes are an integral part of these statements


<PAGE>


                    MERIDIAN INDUSTRIAL TRUST, INC.

            CONSOLIDATED  CONDENSED STATEMENTS OF CASH FLOWS
               For the Nine Months Ended September 30, 1996 and
        For the Period From May 18, 1995 (Inception) to September 30,
                     1995 (unaudited, in thousands)

<TABLE>
<CAPTION>

                                                           1996       1995
                                                        ---------  ---------
<S>                                                     <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                                       $   7,544  $    (194)
 Adjustments to reconcile net income to cash
  provided by operating activities:
  Depreciation                                              3,185         --
  Amortization                                                350         --
  Straight Line Rent                                         (748)        --
  Gain on Sale of Property                                   (177)        --
  Extraordinary Item -- Expenses Incurred in
    Connection with Debt Retirements                          411         -- 
  Decrease in Restricted Cash                               5,507         --
  Decrease in Accounts Receivable                             802         --
  Increase in Accounts Payable                              1,585         --
  (Decrease) Increase in Due to Affiliates                   (480)       121
  Increase in Other Assets                                    (74)        --
  (Decrease) Increase in Prepaid Rent and
    Other Liabilities                                      (3,114)        19
                                                        ---------  ---------
Net Cash Provided by (Used in) Operating
  Activities                                               14,791        (54)
                                                        ---------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Cash Contributed by Merged Trusts                         11,892         --
 Receipt of Note Receivable From Affiliate                    720         --
 Net Cash Received from Property Disposition                7,794         --
 Net Cash Paid in Connection with Asset
  Purchase                                                 (3,257)        --
 Redemption of Series A Preferred Stock and
   Accrued Dividends Payable                                  (83)        --
 Acquisition of Rental Properties                         (48,773)        --
 Land Acquisition and Property Development Costs          (14,218)        --
 Recurring Building Improvements                             (741)        --
 Recurring Tenant Improvements                               (539)        --
 Recurring Leasing Commissions                               (885)        --
 Maturity of Short-Term Investment                          2,607         --
 Purchase of Personal Property                               (258)        --
                                                        ---------  ---------
Net Cash Used in Investing Activities                     (45,741)        --
                                                        ---------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Capitalized Loan Fees                                      (536)        --
  Retirement of Notes Payable to Affiliates                  (750)        --
  Debt Retirements                                        (59,408)        --
  Payoff of Short-Term Loan Payable                        (2,351)        --
  Borrowings under Unsecured Credit Facility               75,400         --
  Repayment of Borrowings under Unsecured 
      Credit Facility                                     (33,500)        --
  Distributions Paid to Stockholders                       (4,793)        --
  Proceeds from the Issuance of Common and 
      Preferred Stock, Net                                 58,035      1,014
                                                        ---------  ---------
Net Cash Provided by Financing Activities                  32,097      1,014
                                                        ---------  ---------
 
NET INCREASE IN CASH AND CASH EQUIVALENTS                   1,147        960
Cash and Cash Equivalents -- Beginning of Period              475         --
                                                        ---------  ---------
CASH AND CASH EQUIVALENTS -- END OF PERIOD              $   1,622  $     960
                                                        =========  =========

Cash Paid for Interest                                  $   3,530  $      --
                                                        =========  =========
</TABLE>

    The accompanying notes are an integral part of these statements


<PAGE>


                    MERIDIAN INDUSTRIAL TRUST, INC.

             CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
            For the Nine Months Ended September 30, 1996 and
      For the Period From May 18, 1995 (Inception) to September 30, 1995
                         (unaudited, in thousands)


<TABLE>
<CAPTION>
                                                           1996       1995
                                                       ----------  ----------
     <S>                                               <C>         <C>

     SUPPLEMENTAL SCHEDULE OF NON-CASH
      TRANSACTIONS:
     Merger Transaction:
      Acquisition Cost Allocated to Investment
        in Real Estate                                 $  203,489  $       --
      Restricted Cash                                       5,551          --
      Receivables, Net                                      2,889          --
      Note Receivable from Affiliate                          720          --
      Capitalized Loan Fees                                   992          --
      Cancellation of Redeemable Series A
        Preferred Stock                                       960          --
      Mortgage Loan Assumed                               (66,094)         --
      Other Long-Term Debts Assumed                       (43,191)         --
      Accounts Payable Assumed                             (2,869)         --
      Shares of Common Stock Issued, at Par Value              (8)         --
      Paid-in Capital                                    (109,842)         --
      Other Net Liabilities Assumed                        (4,489)         --
        
     Asset Purchase Transaction:
      Aquisition Cost Allocated to Investment in 
        Real Estate                                        26,342          --
      Restricted Cash Applied to Debt Payment                 117          --
      Mortgage Notes Payable Assumed                      (16,334)         --
      Paid-in Capital of Common Shares Issued              (6,392)         --
      Accrued Closing Costs and Pro-rated Items              (476)         --
        
     Property Acquisitions:
      Purchase Price                                       49,073          --
      Land for Build-to-Suit Facilities                     2,301          --
      Deposit Applied to Purchase Price                      (300)         --
       
     Property Dispositions:
      Net Basis                                            (7,807)         --
      Other Assets, Net of Other Liabilities                  190          --
</TABLE>



        The accompanying notes are an integral part of these statements


<PAGE>


                    MERIDIAN INDUSTRIAL TRUST, INC.

          NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                        As of September 30, 1996
              (unaudited, in thousands, except share data)

1.    ORGANIZATION.

      Meridian Industrial Trust, Inc. (the "Company") was incorporated in the
state of Maryland on May 18, 1995.  The  Company is a self-administered and
self-managed operating company engaged primarily in the business of owning,
acquiring, developing, managing and leasing income-producing
warehouse/distribution  and light industrial properties.  At September 30, 1996,
the Company's principal asset is its portfolio of 53 warehouse/distribution  and
25 light industrial properties and seven retail properties.

      On February 23, 1996,  the Company merged with Meridian Point Realty Trust
IV Co.,  Meridian  Point Realty Trust VI Co. and Meridian Point Realty Trust VII
Co. ("Trust IV," "Trust VI" and "Trust VII," respectively; collectively referred
to as the "Merged  Trusts"),  with the  Company as the  surviving  entity  (that
transaction is referred to below as the "Merger"). In addition,  concurrent with
the Merger,  the  Company  acquired  certain  properties,  and  assumed  certain
mortgage  notes and other  liabilities,  from  Meridian  Point  Realty Trust '83
("Trust 83") (that transaction is referred to below as the "Asset Purchase").

      Concurrent with the closing of the Merger and Asset Purchase,  the Company
closed a private  placement of preferred  stock (the  "Preferred  Stock  Private
Placement") and entered into an unsecured credit facility (the "Unsecured Credit
Facility").  The Preferred Stock Private Placement  consisted of the issuance of
2,272,727  shares of Series B convertible  preferred stock, par value $0.001 per
share  ("Series B Preferred  Stock"),  at $15.40 per share for gross proceeds of
$35,000.  The Unsecured Credit Facility  provides for a maximum borrowing amount
of $75,000  and is  intended  to provide  the  Company  with funds for  property
development, acquisitions and working capital needs.

      Prior to February  23,  1996,  the Company  had no  operations  other than
interest on its investments and general and administrative expenses.


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

      (a)  USE  OF  ESTIMATES.   The  preparation  of  financial  statements  in
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities,  the disclosure of contingent assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period.
Actual results could differ from those estimates.

      (b)   CASH  AND CASH  EQUIVALENTS.   The  Company  considers  all
short-term  investments  with an original  maturity  of three  months or
less to be cash equivalents.

      (c) INCOME TAXES. The Company intends to make an election to be taxed as a
real estate  investment  trust  ("REIT") for federal income tax purposes for the
tax year ended  December 31, 1996. To qualify for REIT status,  the Company must
meet a number of ongoing  organizational  and operational  requirements.  If the
Company satisfies those REIT  requirements,  it generally will not be subject to
federal income tax to the extent it currently distributes all of its net taxable
income (including net capital gains) to its  stockholders.  If the Company fails
to qualify as a REIT in any taxable  year,  it will be subject to certain  state
and federal  taxes  imposed on its income and  properties.  The Company does not
intend to seek a ruling from the Internal  Revenue Service  regarding its status
as a REIT.

      (d) NET INCOME (LOSS) PER SHARE. Net income (loss) per share is calculated
by dividing net income,  after deduction of preferred stock dividends  declared,
by the weighted average number of shares of common stock outstanding  during the
period.  The weighted average number of common shares  outstanding was 9,715,982
and  7,626,801  for  the  three  and  nine  months  ended  September  30,  1996,
respectively. Such shares include the dilutive effects of shares issuable by the
Company  pursuant to an  agreement  with one of its  stockholders.  The weighted
average number of common shares  outstanding was 900 for the period from May 18,
1995 (Inception) to September 30, 1995 (see Note 5).

      (e) CAPITALIZED COSTS.  Capitalized costs consist of loan fees and leasing
commissions.  Capitalized  loan fees are amortized  into  interest  expense on a
straight-line  basis over the term of the respective debt. Lease commissions are
amortized into  depreciation and amortization  expense on a straight-line  basis
over the term of the respective lease.


3.    INVESTMENT IN REAL ESTATE.

      In accordance with generally accepted accounting  principles,  the Company
has accounted for the Merger and Asset Purchase  using the purchase  method (see
Note 9). As a result, the assets and liabilities acquired in connection with the
Merger and Asset Purchase are recorded at their "acquisition cost," representing
the fair value of the  consideration  surrendered and liabilities  assumed.  The
acquisition cost was then allocated to all identifiable  assets based upon their
individual  estimated  fair market  values.  The  following  is a summary of the
acquisition cost recorded in connection with the Merger and Asset Purchase:
<TABLE>
<CAPTION>
<S>                                                              <C>

Fair value of the Company's common stock valued at
  $16.375 per share, based upon the average of the
  closing price of the Company's common stock for
  the first five post-Merger trading days, issued
  to the Merged Trusts' shareholders other than
  Hunt Realty Acquisitions, L.P., a Delaware
  partnership ("Hunt") and USAA Real Estate Company,
  a Delaware corporation ("USAA")                                $   72,677
Fair value of the Company's common stock totaling
  390,360 shares, valued at $16.375 per share,
  issued to Trust 83                                                  6,392
Common stock issued to Hunt and USAA valued at the
  consideration they paid for their interests in
  the Merged Trusts                                                  37,173
Cash consideration paid to Trust 83 in connection
  with the Asset Purchase before pro-rated items                      3,600
Liabilities of the Merged Trusts and Trust 83
  assumed by the Company upon consummation of
  the Merger and Asset Purchase                                     133,453
Closing and other accrued costs incurred in connection
  with the Merger and Asset Purchase                                    204
                                                                 ----------
Acquisition cost basis                                              253,499
Acquisition cost basis allocated to assets other than
  Investment in Real Estate                                         (23,668)
                                                                 ----------
Acquisition cost basis allocated to Investment in Real
  Estate as a result of the Merger and Asset Purchase            $  229,831
                                                                 ==========
</TABLE>


      Investments  in Real  Estate  are  depreciated  over 35  years  using  the
straight-line  method.  Expenditures for  maintenance,  repairs and improvements
which do not  materially  prolong the normal useful life of an asset are charged
to operations as incurred.  Tenant improvements are capitalized and amortized on
a straight-line basis over the respective lease term.

<PAGE>

      At September 30, 1996, the Company has entered into contracts for sales of
three  retail  properties:  Golden  Cove  Center,  Meridian  Village  and Seatac
Village. In addition,  the Company is actively marketing for sale the Birmingham
1 & 2, and Park Ten Center properties.  The net proceeds from the sales of these
properties  will  be used to pay  down  the  Unsecured  Credit  Facility.  As of
September  30,  1996,  the net book  value of the real  estate  held for sale is
$22,713.

4.    DEBT.

      The Company has a fixed rate facility which it acquired in connection with
the Merger (the "Mortgage Loan"). The Mortgage Loan bears interest at the annual
rate of 8.63%, requires interest only payments until its maturity in 2005 and is
secured by a pool of the Company's  properties with a net book value of $139,554
as of September 30, 1996.

      Concurrent  with the Merger,  the Company  closed on the Unsecured  Credit
Facility.  The  facility  bears  interest  at LIBOR plus 1.7% per annum (7.1% at
September 30, 1996),  requires interest only payments until maturity in February
1998,  and provides for an annual fee on the unused  facility of 25 basis points
to the extent that less than 65% of the  facility is used and 15 basis points to
the extent that more than 65% of the  facility  is used.  The  Unsecured  Credit
Facility provides for a maximum borrowing amount of $75,000.

      During the nine months  ended  September  30, 1996,  the Company  borrowed
$75,400 on the  Unsecured  Credit  Facility and used the  proceeds  therefrom to
payoff debt acquired in connection  with the Merger and Asset  Purchase and fund
property acquisitions.

      Also during the nine months ended  September 30, 1996,  the Company repaid
borrowings  under the Unsecured  Credit Facility  totaling $33,500 using the net
proceeds  received from:  (i) the April 3, 1996 offering of 1,500,000  shares of
the Company's common stock (the "Common Stock"), par value $0.001 per share (see
Note 5); and (ii) proceeds received from the sales of Progress Centers I and II,
8215 Highway Building and Moorpark R & D Building; and existing cash reserves.

      As of  September  30,  1996,  the Company had $41,900  outstanding  on the
Unsecured Credit Facility.


5.    COMMON AND PREFERRED STOCK.

      The  initial  capitalization  of the  Company  consisted  of 900 shares of
Common Stock,  issued for a total  consideration  of $14. In connection with the
Merger and Asset Purchase transactions, the Company issued 7,601,478 and 390,360
shares of Common Stock, respectively.

      Concurrent  with the Merger and Asset  Purchase,  the  Company  closed the
Preferred  Stock  Private  Placement  which  consisted  of the sale in a private
placement of  2,272,277  shares of Series B Preferred  Stock with a  liquidation
preference of $35,000.  The shares of Series B Preferred  Stock are  convertible
into shares of Common Stock on a one-for-one  basis.  The net proceeds were used
to retire debt  acquired in with the Merger and Asset  Purchase in the principal
amount of $33,500.

      On April 3, 1996, the Company closed a public offering 1,500,000 shares of
the Common Stock at an offering  price of $16.375 per share,  resulting in gross
proceeds of $24,563 (the "April offering"). The Company used the net proceeds of
the April  offering and existing cash reserves to make a $24,000  payment on its
Unsecured Credit Facility.

      The Company has been declaring and paying  dividends on a quarterly basis.
During the nine months ended  September 30, 1996,  dividends  declared to Common
and  Series  B  Preferred   Stockholders   aggregates   to  $6,602  and  $1,706,
respectively, or $0.70 and $0.75 per share, respectively.

6.    STOCK PLAN.

      The Board of Directors of the Company has adopted an incentive  stock plan
(the "Stock  Plan") to enable the Company to attract,  retain and  motivate  key
employees,  directors and, on occasion,  consultants and advisors,  by providing
them with equity  participation in the Company.  The Stock Plan provides for the
grant of incentive  stock options,  non-qualified  stock  options,  unrestricted
stock, restricted stock and stock appreciation rights.

      Certain  officers of the Company  exercised  stock options granted in 1995
and purchased  191,400 shares of the Company's  Common Stock. In connection with
the grant of these options,  the Company agreed to repurchase certain promissory
notes  executed by the officers  from a third party lender in the event that the
officers  default under such notes.  The Company has $1,900 in proceeds from the
exercise of these stock grants held as restricted  cash in  connection  with the
repurchase rights of the third party lender.


7.    PROPERTY ACQUISITIONS.

      During the nine months ended  September  30, 1996,  the Company  purchased
three properties located in California and Ohio with an aggregate square footage
of 1,507,382.  The purchase prices totaled $49,127 and were financed by applying
a $300 deposit paid in 1995,  with the balance  funded by draws on the Unsecured
Credit Facility.

      Also during the nine months ended  September 30, 1996, the Company entered
into  separate  agreements  with  three  identified  tenants  to  develop  three
build-to-suit  facilities with an aggregate square footage of 830,000. The total
cost for the design and  construction  of the  facilities  is estimated to total
approximately  $30,194, with a targeted completion date of December 1996 for the
two facilities  located in Texas,  and January 1997 for the facility  located in
Minnesota.  The Company  funded a portion of these  draws with cash  on-hand and
anticipates  funding a  majority  of the  remaining  costs  with  draws from the
Unsecured  Credit  Facility.  As of September 30, 1996, the Company has incurred
total project costs of $14,218 relating to these three projects.


8.    PROPERTY DISPOSITION.

      On May 15, 1996,  the Company sold the Moorpark R & D Building  located in
Moorpark,  California  for $4,100.  On August 23,  1996,  the Company sold for a
total  selling  price of $3,900 three  properties  located in Alabama:  Progress
Center I, Progress Center II and 8215 Highway Building.  After closing costs and
pro-rated  items which totaled $206, the Company  received net proceeds from the
property  sales  totaling  $7,769.  The  net  proceeds  were  used  to pay  down
borrowings under the Unsecured Credit Facility.




<PAGE>


9.    SUPPLEMENTAL INFORMATION.

Historical As Adjusted Information

      As discussed in Note 3, in accordance with generally  accepted  accounting
principles,  the  Company  accounted  for the Merger and Asset  Purchase  by the
purchase  method of accounting.  As such, the Company is providing the following
supplemental information.

      The unaudited  historical as adjusted  operating data presented  below for
the nine months ended  September  30, 1996 and 1995 has been prepared to reflect
(i) the  respective  historical  results of the  Merged  Trusts and the Trust 83
Properties,  (ii) the incremental effects of the Merger, the Refinancing and the
Recapitalization on the historical results of the Merged Trusts and the Trust 83
Properties,  and (iii) the  historical  results of the  Company  to reflect  the
post-Merger  operations of the Company as if such  transactions  and adjustments
had occurred on January 1, 1995. The Merger, Asset Purchase and Refinancing each
closed  concurrently  on February 23, 1996.  In the opinion of  management,  the
historical as adjusted condensed consolidated financial information provides for
all  adjustments  necessary  to reflect  the  effects of the  Merger,  the Asset
Purchase, the Refinancing and the Recapitalization.

      This financial information is unaudited and is not necessarily  indicative
of  the as  adjusted  consolidated  results  that  would  have  occurred  if the
transaction and adjustments reflected therein had been consummated in the period
presented  or on any  particular  date in the  future,  nor does it  purport  to
represent the financial position, results of operations or changes in cash flows
for future periods.
<TABLE>
<CAPTION>

                                                  Nine Months Ended
                                                    September 30,
                                                        1996
                                                  -----------------
                                                    1996     1995
                                                  -------- --------
     <S>                                          <C>      <C>
 
     TOTAL REVENUES                               $29,877  $29,392

     EXPENSES:
       Interest Expense(1)                          3,304    5,838
       Property Taxes                               4,160    4,065
       Property Operating Costs                     5,299    4,452
       General and Administrative Expenses          3,710    2,663
       Depreciation and Amortization                3,918    3,696
                                                  -------- --------
      TOTAL EXPENSES                               20,391   20,714
                                                  -------- --------     

      NET INCOME BEFORE EXTRAORDINARY ITEM        $ 9,486  $ 8,678
                                                  ======== ========
<FN>
------------------
(1)The  historical  as  adjusted  information  excludes  the impact of the March
   offering.  If the incremental effect of the repayment of the Unsecured Credit
   Facility using the net proceeds from the March offering were considered, then
   the interest expense reflected above would be lower by approximately $495 and
   $1,441 for September 30, 1996 and September 30, 1995,  respectively.  The net
   proceeds  of  approximately  $23,200  and cash on hand were used to repay pro
   forma borrowings on the Company's  Unsecured Credit Facility of approximately
   $26,505.  The estimated  interest reduction is based upon an assumed interest
   rate of 7.1%.
</FN>
</TABLE>



<PAGE>


   Historical Combined Operating Information

      The statement of operations  presented below represents the historical and
as adjusted historical combined consolidated operating data of the Merged Trusts
for the nine months ended  September 30, 1995.  The financial  data is presented
for  informational  use  and  is  not  intended  to be  compared  to,  nor is it
comparable,  to the Company's  Consolidated Statement of Operations for the nine
months ended September 30, 1996.

      This financial information is unaudited and is not necessarily  indicative
of  the  combined   consolidated   results  that  would  have  occurred  if  the
transactions  and  adjustments  reflected  therein had been  consummated  in the
period presented or on any particular date in the future, nor does it purport to
represent the financial position, results of operations or changes in cash flows
for future periods.
<TABLE>
<CAPTION>

                                               Merged Trusts
                                    Nine Months Ended September 30, 1995
                                 -----------------------------------------
                                 Historical     Adjustments    As Adjusted
                                  Combined          (1)         Historical
                                 -----------    -----------    -----------
<S>                              <C>            <C>            <C>

REVENUES:
Rentals from Real Estate      
  Investments                    $    25,445    $    (1,865)   $    23,580
Interest and Other Income                685             --            685
                                 -----------    -----------    -----------
TOTAL REVENUES                        26,130         (1,865)        24,265
                                 -----------    -----------    -----------

EXPENSES:
Interest and Amortization of
  Debt Premium                         7,695           (207)         7,488
Property Taxes                         3,738           (128)         3,610
Property Operating Costs               4,386           (478)         3,908
General and Administrative             2,093             --          2,093
Provision for Decrease in   
  Net Realizable Value                 1,140         (1,140)            --
Depreciation and Amortization          6,490           (554)         5,936
                                 -----------    -----------    -----------
TOTAL EXPENSES                        25,542         (2,507)        23,035
                                 -----------    -----------    -----------

NET INCOME BEFORE EXTRAORDINARY
  ITEM                           $       588    $       642    $     1,230
                                 ===========    ===========    ===========
<FN>
-----------------
(1)The  historical  combined  consolidated  results of  operations of the Merged
   Trusts for the nine months  ended  September  30, 1995 have been  adjusted to
   eliminate the operations of properties which have been sold in 1996 and 1995:
   Progress Centers I and II, 8215 Highway Building, Moorpark R & D Building and
   Paradise  Marketplace.  In addition,  interest expense was reduced  resulting
   from the payment on the related debt using the net proceeds received from the
   sale of Paradise Marketplace.
</FN>
</TABLE>


10. SUBSEQUENT EVENTS.

     In October 1996, the Company filed a registration statement with the 
Securities and Exchange  Commission to register  3,000,000  shares of the
Company's Common Shares  (the  Offering).  The Company  expects  that the net
proceeds from the Offering would be used to fund  acquisitions  and pay down the
Unsecured Credit Facility; however, there can be no assurance that the Offering
will occur.


<PAGE>


      ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS.
               (dollars in thousands unless indicated otherwise)

Introduction
------------

      Meridian  Industrial  Trust,  Inc. (the "Company") was incorporated in the
state of  Maryland  on May 18,  1995.  The  Company is a  self-administered  and
self-managed  operating  company  engaged  primarily  in the business of owning,
acquiring,     developing,     managing     and     leasing     income-producing
warehouse/distribution  and light industrial properties.  At September 30, 1996,
the Company's principal asset is its portfolio of 53 warehouse/distribution  and
25 light industrial properties and seven retail properties.

      The following  discussion should be read in conjunction with the Company's
Form 10-K for 1995 and in conjunction  with the Consolidated  Condensed  Balance
Sheets,  Consolidated  Condensed  Statement of Operations and Cash Flows and the
notes  thereto  included  in  pages  F-2  through  F-11 of this  report.  Unless
otherwise defined in this report, or unless the context otherwise requires,  the
capitalized words or phrases used in this section either (i) describe accounting
terms that are used as line items in such financial statements, or (ii) have the
meanings ascribed to them in such financial statements and the notes thereto.


Liquidity and Capital Resources
-------------------------------

General

      Prior to the Merger,  the Merged Trusts  historically  used equity capital
and long-term debt  financing as their  principal  sources for funding  property
acquisitions. The Company intends to finance property acquisitions, development,
expansions and renovations  using a combination of cash flow from operations and
bank and institutional debt financing,  supplemented with private or public debt
or  equity  placements.  Where  intermediate  or  long-term  debt  financing  is
employed,  the Company  generally  seeks to obtain fixed interest rates or enter
into  agreements  intended to cap the  effective  interest rate on floating rate
debt.  The  Company  intends to  operate  with a ratio of  debt-to-total  market
capitalization  (such ratio  representing  total  indebtedness  divided by total
market capitalization comprising the sum of total indebtedness,  plus the market
value of the Company's Common Stock and the liquidation  preference value of the
Series B Preferred Stock,  which generally will not exceed 50%. At September 30,
1996, the debt-to-total market  capitalization ratio was approximately 34% based
upon the September 30, 1996 last  reported  sales price of the Company's  Common
Stock of $17.50 per share.

      At September 30, 1996,  the Company had  approximately  $108.0  million of
total debt outstanding  comprising  approximately  $66.1 million on the Mortgage
Loan and  approximately  $41.9 million on the Unsecured  Credit  Facility,  with
approximately  $33.1 million  available on the Unsecured  Credit  Facility.  The
Mortgage  Loan bears  interest  at the  annual  rate of 8.63% and  provides  for
interest only payments  until maturity in 2005.  The Unsecured  Credit  Facility
provides  for fees on the unused  facility of 25 basis points to the extent that
less than 65% of the  facility  is used and 15 basis  points to the extent  that
more than 65% of the facility is used. The Unsecured  Credit Facility  currently
provides for a maximum  borrowing  amount of $75 million and matures in February
1998.



<PAGE>


Sources of Liquidity
--------------------

      The Company's main sources of liquidity are: (i) cash flows from operating
activities,  (ii)  cash  reserves,  (iii)  drawdowns  on  the  Unsecured  Credit
Facility,  (iv) proceeds from private or public equity or debt  placements,  and
(v) proceeds from property dispositions.

      During the nine months ended  September 30, 1996,  cash flows  provided by
(used  in)  operating,  investing  and  financing  activities  totaled  $14,791,
$(45,741) and $32,097, respectively.

      In addition to cash flows and net income, management and industry analysts
generally  consider Funds From Operations to be a useful  financial  performance
measure of the  performance of an equity REIT because,  together with net income
and cash flows,  Funds From  Operations  provides  investors  with an additional
basis to evaluate  the  ability of a REIT to incur and service  debt and to fund
acquisitions  and other capital  expenditures.  Moreover,  Funds From Operations
does not measure  whether cash flow is  sufficient  to fund all of a REIT's cash
needs  including  development,  acquisitions,  principal  amortization,  capital
improvements, and distributions to stockholders. Funds From Operations also does
not represent cash generated from operating,  investing or financing  activities
as determined in accordance with generally accepted accounting principles. Funds
From  Operations  should not be considered as an alternative to net income as an
indicator of the Company's  operating  performance  or as an alternative to cash
flow as a measure of liquidity.  The Company calculates Funds From Operations in
accordance with the White Paper published by NAREIT. As defined by NAREIT, Funds
From Operations  means net income (loss)  (computed in accordance with generally
accepted  accounting   principles),   excluding  gains  (or  losses)  from  debt
restructuring and sales of property,  plus  depreciation and  amortization,  and
after  adjustment  from  unconsolidated   partnerships  and  joint  ventures.  A
reconciliation  of the Company's net income before  extraordinary  item to Funds
From Operations for the nine months ended September 30, 1996 is as follows:

<TABLE>
<CAPTION>
      <S>                                                <C>

      Income Before Gain on Sale of                  
        Properties and Extraordinary Item                $  7,778
      Reconciling Item:
        Depreciation and Amortization 
        relating to real estate operations                  3,209
                                                         --------
      Funds From Operations                              $ 10,987
                                                         ========
</TABLE>

      As of September 30, 1996, the Company had $1,622 in unrestricted  cash and
cash equivalents.

      Concurrent  with the Merger and Asset  Purchase,  the  Company  closed the
Preferred  Stock  Private  Placement  which  consisted  of the sale in a private
placement of  2,272,277  shares of Series B Preferred  Stock with a  liquidation
preference of $35,000.  The shares of Series B Preferred  Stock are  convertible
into shares of Common Stock on a one-for-one  basis.  The net proceeds were used
to retire debt  acquired in with the Merger and Asset  Purchase in the principal
amount of $33,500.

      During the nine months  ended  September  30, 1996,  the Company  borrowed
$75,400 the Unsecured Credit Facility and used the proceeds  therefrom to payoff
debt acquired in connection with the Merger and Asset Purchase and fund property
acquisitions.

      Also during the nine months ended  September 30, 1996,  the Company repaid
borrowings  under the Unsecured  Credit Facility  totaling $33,500 using the net
proceeds  received from:  (i) the April 3, 1996 offering of 1,500,000  shares of
the Company's common stock (the "Common Stock"), par value $0.001 per share (see
Note 5); and (ii) proceeds received from the sales of Progress Centers I and II,
8215 Highway Building and Moorpark R & D Building; and existing cash reserves.

      As of  September  30,  1996,  the Company had $41,900  outstanding  on the
Unsecured Credit Facility.

     In  addition,  the Company may incur  indebtedness  in the future that also
bears  interest at a variable  rate or may be required to refinance  its debt at
higher rates.  Increases in interest rates could increase the Company's interest
expense,  which could  adversely  affect the  Company's  ability to pay expected
distributions to stockholders.

      Trust IV has an interest rate cap agreement which caps the one month LIBOR
at 4.5%.  The rate cap was based upon  $18,620  for the  period  July 1, 1995 to
December 31, 1995, and from January 1, 1996 through expiration on June 28, 1996,
the rate cap is based upon $11,170. The agreement provides for payments to Trust
IV to the extent  that the one month  LIBOR  exceeds  4.5%.  The  agreement  was
transferred to the Company upon  completion of the Merger.  Payments made to the
Company under this agreement ceased on June 28, 1996.

      On April 3, 1996,  the Company  issued  1,500,000  shares of the Company's
Common  Stock at an  offering  price of $16.375  per share,  resulting  in gross
proceeds of $24,563  (the "April  Offering").  The net  proceeds  from the April
Offering and existing  cash  reserves,  were used to make payments of $24,000 on
its Unsecured Credit Facility.

      As a result of the Merger,  holders of Trust VI common stock and Trust VII
common stock  received a total of  approximately  553,000 Merger  Warrants.  The
Merger  Warrants  were  issued in  certificated  form under a Warrant  Agreement
between the  Company and First  Chicago  Trust  Company of New York,  as warrant
agent.

      The Merger  Warrants  were issued on April 8, 1996.  Each  Merger  Warrant
entitles the holder to receive one share of Common Stock upon its exercise.  The
Merger  Warrants  are listed for trading on the  American  Stock  Exchange.  The
Merger  Warrants  will be  exercisable  during the period May 23,  1997  through
February 24,  1999.  The  exercise  price of the Merger  Warrants is $16.23 (the
average of the closing  prices of the Common Stock for the first 20 trading days
after the Merger).

      On May 15, 1996,  the Company sold the Moorpark R & D Building  located in
Moorpark,  California  for $4,100.  On August 23,  1996,  the Company sold for a
total  selling  price of $3,900 three  properties  located in Alabama:  Progress
Center I, Progress Center II and 8215 Highway Building.  After closing costs and
pro-rated  items which totaled $206, the Company  received net proceeds from the
property  sales  totaling  $7,769.  The  net  proceeds  were  used  to pay  down
borrowings under the Unsecured Credit Facility.

      At September 30, 1996, the Company has entered into contracts for sales of
three  retail  properties:  Golden  Cove  Center,  Meridian  Village  and Seatac
Village. In addition,  the Company is actively marketing for sale the Birmingham
1 & 2, and Park Ten Center properties.  The net proceeds from the sales of these
properties  will  be used to pay  down  the  Unsecured  Credit  Facility.  As of
September  30,  1996,  the net book  value of the real  estate  held for sale is
$22,713.

      At September 30, 1996, the Company has approximately  $16,770 committed to
fund three build-to-suit  properties.  Other than these development commitments,
the Company had no material  commitments  for capital  improvements at September
30, 1996. Planned capital  improvements  consist only of tenant improvements and
other  expenditures  necessary  to  lease  maintain  the  properties.   Although
potentially significant, the Company anticipates sufficient sources of liquidity
(either from  operations or through its Unsecured  Credit  Facility) to fund the
costs  associated  with leasing vacant space or renewing  existing  leases.  The
Company  believes that its cash generated by operations will be adequate to meet
operating  requirements  and make  shareholder  distributions in accordance with
REIT requirements on both short-term and long-term basis.

Uses of Liquidity

      The  Company's  principal  applications  of its  cash  resources  are  (i)
operating  costs  including  property  expenses,  property  taxes,  general  and
administrative  expenses,   interest  expense,  and  legal  costs;  (ii)  tenant
improvement costs; leasing commissions and building improvements;  (iii) payment
of  distributions;  (iv)  principal  payments  on its  debt;  and  (v)  property
development and acquisitions.

      The Company anticipates that it will have sufficient Funds From Operations
during 1996 to fund (i) its operating  needs,  (ii) capital  expenditures on the
properties,  and (iii) the proposed  distributions  to its common and  preferred
stockholders.

      The Company has been declaring and paying  dividends on a quarterly basis.
During the nine months ended  September 30, 1996,  dividends  declared to Common
and  Series  B  Preferred   Stockholders   aggregates   to  $6,602  and  $1,706,
respectively, or $0.70 and $0.75 per share, respectively.

      During the nine months ended  September  30, 1996,  the Company  purchased
three properties located in California and Ohio with an aggregate square footage
of 1,507,382.  The purchase prices totaled $48,989 and were financed by applying
a $300 deposit paid in 1995,  with the balance  funded by draws on the Unsecured
Credit Facility.

      Also during the nine months ended  September 30, 1996, the Company entered
into  separate  agreements  with  three  identified  tenants  to  develop  three
build-to-suit  facilities with an aggregate square footage of 830,000. The total
cost for the design and  construction  of the  facilities  is estimated to total
approximately  $30,194, with a targeted completion date of December 1996 for the
two facilities  located in Texas,  and January 1997 for the facility  located in
Minnesota.  The Company  funded a portion of these draws from cash  reserves and
anticipates  funding a  majority  of the  remaining  costs  with  draws from the
Unsecured  Credit  Facility.  As of September 30, 1996, the Company has incurred
total project costs of $14,218 relating to these three projects.

      The Company has funded the project costs from cash reserves and draws from
the Unsecured Credit Facility. The Company anticipates funding a majority of the
future costs with draws from the Unsecured Credit Facility.

      As previously  reported,  two of the Company's properties have experienced
groundwater  contamination.  An  environmental  consultant has reported that the
sources of the  contamination  appear to be adjoining  parcels.  Two responsible
parties have  acknowledged,  one in writing and one orally,  that they must fund
remediation  costs.  Management  has  reviewed  the  financial  condition of the
responsible  parties  (one a Fortune 500  company  and the other a  municipality
located in the San  Francisco  Bay Area) and believes that both parties have the
ability  to fund the costs of  remediation.  Accordingly,  the  Company  has not
accrued any liability related to these two properties.

Pending Acquisitions

      The  Company  has  entered  into  definitive  agreements  to  acquire  six
additional  warehouse/distribution  properties  that comprise 1.2 million square
feet for aggregate  consideration of approximately $42.7 million.  The following
table summarizes these pending acquisitions.


<PAGE>


<TABLE>
<CAPTION>

                                             Approximate         Estimated
    Properties            Market             Square Feet     Consideration (1)
-----------------   -----------------       ------------     -----------------
<S>                 <C>                     <C>              <C>
Rustin Avenue       Los Angeles Basin         113,721           $  4,115

Wanamaker Avenue    Los Angeles Basin         136,249              4,500

Mission Oaks Blvd.  Los Angeles Basin         310,736              9,885

Meyer Circle        Los Angeles Basin         201,380              8,050

Crowfarn Drive      Memphis                   128,248              2,500

Gold River Lane     San Francisco Bay Area    353,000             13,616
                                            ------------     -----------------
Total                                       1,243,334           $ 42,666
                                            ============     =================
<FN>

---------
(1)  Including transaction costs.
</FN>
</TABLE>


Material Changes in Results of Operations
-----------------------------------------

      The  Company  was  incorporated  on May 18,  1995.  The  Merger  and Asset
Purchase were consummated on February 23, 1996. The Company's historical results
of operations for the nine months ended September 30, 1996 reflect the operating
activities resulting from the Merger and Asset Purchase from February 23, 1996.

Comparison of Historical As Adjusted  Results of Operations for the Nine
Months Ended  September 30, 1996 to  Historical  As Adjusted  Results of
Operations for the Nine Months Ended September 30, 1995

      The Company's  historical as adjusted net income of $9,486 is $808 greater
for the period ended September 30, 1996 than the comparative period in 1995. The
increase  is mainly  attributable  to a slight  increase in total  revenues  and
reduced interest expense,  offset by a slight increase in operating expenses and
property  taxes.  Overall,  the asset  portfolio  of the  Company  has  remained
relatively  stable.  During 1996, the Company  acquired Arenth Avenue,  Overlake
Place and Crosswind Drive  properties and sold the Moorpark,  Progress Centers I
and II and 8215 Highway properties.  Due to the timing of these acquisitions and
dispositions, there was only a slight impact on the operations of the Company.

Comparison  of  Historical  Results  of  Operations  for the Nine  Months  Ended
September 30, 1996 to Historical  Results of Operations  for the Period from May
18, 1995 (Inception) to September 30, 1995

      The Company's  historical  net income of $7,544 is $7,738  greater for the
period ended  September 30, 1996 than the  historical  net income for the period
from May 18, 1995  (inception) to September 30, 1995. The increase in historical
profitability  is primarily  attributable  to: (i) the Merger and Asset Purchase
which were  effected  on  February  23,  1996,  (ii) the  Refinancing  which was
effected concurrent with the Merger, and (iii) the incremental effect of certain
property acquisitions and property dispositions.

Risks and Uncertainties Associated with Forward Looking Statements

      This document contains forward looking  statements which involve risks and
uncertainties.  The Company's actual results may differ  significantly  from the
results discussed in the forward looking statements. Factors that may cause such
difference  include,  but are not  limited  to,  the risks  described  under the
captions (i) "Management's  Discussions and Analysis of Financial  Condition and
Results of Operations - Discussion of Known Trends, Events and Uncertainties" in
the Company's  Annual  Report on Form 10-K for the year ended  December 31, 1995
and  (ii)  "Risk  Factors"  in  Amendment  No. 1 to the  Company's  Registration
Statement on Form S-11 (Registration No.333-14987).

<PAGE>

------------------------------------------------------------------------
                       PART II: OTHER INFORMATION
------------------------------------------------------------------------


      ITEM 1.     LEGAL PROCEEDINGS.

       There are no material pending legal  proceedings which the Company or any
       partnership  in which the  Company has an interest is a party or to which
       any of the assets of the Company or any such partnership is subject.


      ITEM 2.     CHANGES IN SECURITIES.

      None.


      ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.

      None.


      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.



      ITEM 5.     OTHER INFORMATION.

      None.


      ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K.

      (a)         Exhibits:

                  None.


      (b)         Reports on Form 8-K.  The following Form 8-K reports
                  were filed during the quarter ended September 30,
                  1996:

                  Current Report on Form 8-K dated  September 30, 1996 reporting
                  the acquisition of a  distribution/warehouse  facility located
                  at 5330 Crosswind Drive, Columbus, Ohio.

<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.

                                    MERIDIAN INDUSTRIAL TRUST, INC.




Dated:  October 31, 1996            By:  ALLEN J. ANDERSON
                                        ---------------------------------  
                                         Allen J. Anderson
                                         Chairman and Chief Executive Officer
                                        (Principal Executive Officer)



Dated:  October 31, 1996            By:  MILTON K. REEDER
                                        ---------------------------------
                                         Milton K. Reeder
                                         President and Chief Financial Officer
                                        (Principal Financial Officer)