##### Table of Contents



UNITED
    STATES 
    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
 
  Form 10-K/AAmendment
    No. 1
 
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    0-49782
 T REIT, Inc.
 (Exact name of registrant as
    specified in its charter)
  Virginia

52-2140299(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)1551 N. Tustin
    Avenue, Suite 200

92705Santa Ana, California

(Zip Code)(Address of principal executive
    offices)   (714) 667-8252
  Securities registered pursuant to Section 12(b) of the
    Act:
   Title of Each Class

Name of Each Exchange on Which RegisteredNone

None      Common
    Stock (Title
    of Class)
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ




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EXPLANATORY
    NOTE
 
 
  Form 10-K Form 10-K), Form 10-K.
 
 
  Form 10-K Form 10-K Form 10-K. Form 10-K.
 
 
  Rule 12b-15 Rule 13a-14(a) Form 10-K/A




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##### 



T REIT,
    INC.
    (A Virginia Corporation)
    TABLE OF CONTENTS
  
  PagePART IItem 1.


Business


3Item 1A.


Risk
    Factors


8Item 2.


Properties


25Item 3.


Legal
    Proceedings


27Item 4.


Submission of
    Matters to a Vote of Security Holders


29PART IIItem 5.


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


29Item 6.


Selected Financial
    Data


30Item 7.


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


32Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk


51Item 8.


Financial
    Statements and Supplementary Data


51Item 9.


Changes in and
    Disagreements With Accountants on Accounting and Financial
    Disclosure


51Item 9A.


Controls and
    Procedures


51Item 9B.


Other
    Information


52PART IIIItem 10.


Directors,
    Executive Officers and Corporate Governance


53Item 11.


Executive
    Compensation


59Item 12.


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


60Item 13.


Certain
    Relationships and Related Transactions, and Director
    Independence


61Item 14.


Principal
    Accounting Fees and Services


63PART IVItem 15.


Exhibits, Financial
    Statement Schedules


65SIGNATURES


104EXHIBIT 21.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   2




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PART I  Item 1.
    Business.  The use of the words we, us, or
    our refers to T REIT, Inc. and its subsidiaries,
    including T REIT, L.P., our Operating Partnership,
    except where the context otherwise requires.
  OUR
    COMPANY
      day-to-day month-to-month
    (714) 667-8252.
  Plan of
    Liquidation
   3




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Liquidation
    Progress During 2006
  
    In February 2006 and July 2006, we paid a liquidating
    distribution of approximately $12,000,000, or $2.61 per
    share, and $18,000,000, or $3.91 per share,
    respectively; and
    We sold the following properties in 2006:  
    Reno Trademark, of which we owned 40.0%, on January 23,
    2006, for net proceeds to us of $2,310,000;
    Oakey Building, of which we owned 9.8%, on January 24,
    2006, for net proceeds to us of $1,134,000;
    University Heights, of which we owned 100.0%, on
    January 31, 2006, for net proceeds to us of $2,765,000;
    AmberOaks, of which we owned 75.0%, on June 15, 2006, for
    net proceeds to us of $12,167,000; and
    Titan Building and Plaza, of which we owned 48.5%, on
    July 21, 2006, for net proceeds to us of $3,725,000.  CURRENT
    INVESTMENT OBJECTIVES AND POLICIES
  General
    
    generate cash through the sale of our properties; 4




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
    preserve and protect shareholder capital; and
    realize capital appreciation upon the ultimate sale of our
    properties.    Disposition
    Strategies
    
    the ability to sell our properties at the highest possible price
    in order to maximize the return to our shareholders; and
    the ability of our buyers to finance the acquisition of our
    assets.  Operating
    Strategies
    
    managing costs and seeking to minimize operating expenses by
    centralizing management, leasing, marketing, financing,
    accounting, renovation and data processing activities;
    improving rental income and cash flow by aggressively marketing
    rentable space and raising rents when feasible;
    emphasizing regular maintenance and periodic renovation to meet
    the needs of tenants and to maximize long-term returns; and
    refinancing properties when favorable financing terms are
    available to increase the cash flow.  FINANCING
    POLICIES
      TAX
    STATUS
     5




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DISTRIBUTION
    POLICY
    COMPETITION
        GOVERNMENT
    REGULATIONS
    Costs of Compliance with the Americans with Disabilities
    Act.
 6




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Costs of Government Environmental Regulation and Private
    Litigation.
  Use of Hazardous Substances by Some of Our
    Tenants.
  Other Federal, State and Local
    Regulations.
  SIGNIFICANT
    TENANTS
    Percentage of2006 Annual


2006 Annual





Square Footage


LeaseTenant

Base Rent(1)


Base Rent


Property


(Approximately)


Expiration DateHomeland Security

$
3,344,000



19.2
%


Congress Center



76,000


April 2012North American Co. Life and Health
    Ins.

$
2,320,000



13.3
%


Congress Center



101,000


February 2012Akzo Nobel, Inc.

$
1,994,000



11.4
%


Congress Center



90,000


December 2013     (1)
    
    Annualized rental income is based on contractual base rent set
    forth in leases in effect as of December 31, 2006.  EMPLOYEES
   7




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FINANCIAL
    INFORMATION ABOUT INDUSTRY SEGMENTS
    Item 1A.
    Risk
    Factors.  Risks
    Associated With Our Liquidation
  We may
    delay or reduce our liquidating dividends.
    If we
    are unable to find buyers for our assets at our expected sales
    prices, our liquidating distributions may be delayed or
    reduced.
    If any
    of the parties to our future sale agreements default thereunder,
    or if these sales do not otherwise close, our liquidating
    distributions may be delayed or reduced.
   8




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Decreases
    in property values may reduce the amount that we receive upon a
    sale of our assets.
    
    adverse changes in economic conditions;
    the financial performance of our tenants, and the ability of our
    tenants to satisfy their obligations under their leases;
    terminations and renewals of leases by our tenants;
    competition; and
    changes in real estate tax rates and other operating expenses.    If we
    are unable to maintain the occupancy rates of currently leased
    space and lease currently available space, if tenants default
    under their leases or other obligations to us during the
    liquidation process or if our cash flow during the liquidation
    is otherwise less than we expect, our liquidating distributions
    may be delayed or reduced.
    If we
    are not able to sell our remaining assets in a timely manner, we
    may experience severe liquidity problems, may not be able to
    meet our obligations to our creditors and, ultimately, may
    become subject to bankruptcy proceedings.
    If our
    liquidation costs or unpaid liabilities are greater than we
    expect, our liquidating distributions may be delayed or
    reduced.
   9




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Pursuing
    our plan of liquidation may cause us to fail to qualify as a
    REIT, which would lower the amount of our liquidating
    distributions.
    
    not be allowed a deduction for distributions paid to
    shareholders in computing our taxable income;
    be subject to federal income tax, including any applicable
    alternative minimum tax, on our taxable income at regular
    corporate rates;
    be subject to increased state and local taxes; and
    be disqualified from treatment as a REIT for the taxable year in
    which we lose our qualification and for the four following
    taxable years.    Pursuing
    our plan of liquidation may cause us to be subject to federal
    income tax, which would reduce the amount of our liquidating
    distributions.
   10




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The
    sale of our assets may cause us to be subject to a 100.0% excise
    tax on prohibited transactions, which would reduce
    the amount of our liquidating distributions.
    Our
    entity value may be adversely affected by adoption of our plan
    of liquidation.
  winding-up
  There
    can be no assurance that our plan of liquidation will result in
    greater returns to our shareholders on their investment within a
    reasonable period of time, than our shareholders would receive
    through other alternatives reasonably available to
    us.
    We
    have terminated our regular monthly distributions and future
    liquidating distributions will be determined at the sole
    discretion of our board of directors.
    Distributions
    by us, including liquidating distributions, may include a return
    of capital.
   11




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Our
    board of directors may amend our plan of liquidation without the
    shareholder approval.
    We
    have the authority to sell our assets under terms less favorable
    that those assumed for the purpose of estimating our net
    liquidation value range.
    Our
    plan of liquidation may lead to shareholder litigation which
    could result in substantial costs and distract our
    management.
    Our
    officers and directors and our Advisor have conflicts of
    interest that differ from our shareholders as a result of the
    liquidation.
       12




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13




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Distributing
    interests in a liquidating trust may cause our shareholders to
    recognize gain prior to the receipt of cash.
  24-month
  We do
    not have an executed advisory agreement, and we could lose the
    services of our Advisor, which may increase operating expenses,
    and delay or reduce our liquidating distributions.
  month-to-month
  If we
    are unable to retain our Officers and our Advisor is unable to
    retain the key executives and employees it provides to us
    pursuant to the Advisory Agreement with us sufficient to
    complete our plan of liquidation in a reasonably expeditious
    manner, our liquidating distributions might be delayed or
    reduced.
     14




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Our
    shareholders may not receive any profits resulting from the sale
    of one or more of our unconsolidated properties, or receive such
    profits in a timely manner, because we may provide financing to
    the purchaser of such property.
    Our
    plan of liquidation has caused our accounting basis to change,
    which could require us to write-down our assets.
    We may
    be unable to sell jointly held properties or our interests in
    limited liability companies at our expected value.
    Shareholders
    could be liable to the extent of liquidating distributions
    received from us if contingent reserves are insufficient to
    satisfy our liabilities.
   15




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and/or
  We may
    have underestimated the amount of prepayment fees or defeasance
    charges on our mortgages.
    Our
    Advisor is entitled to a share of the distributions of the
    assets of the Operating Partnership upon its
    liquidation.
    Other
    Risks of Our Business
  The
    pending SEC investigation of our Advisor could result in
    regulatory actions against us which could negatively impact our
    ability to pay distributions to our shareholders.
  In the
    matter of Triple Net Properties, LLC.
  and/or
 16




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Erroneous
    disclosure in the prior performance tables in our initial public
    offering documents could result in lawsuits or other actions
    against us or our Advisor which could have a material adverse
    effect upon our business and results of
    operations.
    We
    expect to incur increasingly significant costs in connection
    with Sarbanes-Oxley compliance and we may become subject to
    liability for any failure to comply.
      We are
    currently involved in litigation, which could reduce the amount
    of our liquidation distributions.
  one-day
 17




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and/or
  Due to
    the risks involved in the ownership of real estate, there is no
    guarantee of any return on our shareholders investments
    and our shareholders may lose some or all of their
    investments.
    
    changes in the general economic climate;
    changes in local conditions such as an oversupply of space or
    reduction in demand for real estate;
    changes in interest rates and the availability of
    financing; and
    changes in laws and governmental regulations, including those
    governing real estate usage, zoning and taxes.    Our
    properties face significant competition.
   18




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We
    depend upon our tenants to pay rent, and their inability to pay
    rent may substantially reduce our revenues and cash available
    for distribution to our shareholders.
    
    downturns in national, regional or local economic conditions
    where our properties are located, which generally will
    negatively impact the demand for office space and rental rates;
    changes in local market conditions such as an oversupply of
    office properties, including space available for sublease, or a
    reduction in demand for the lease of office properties, making
    it more difficult for us to lease space at attractive rental
    rates or at all;
    competition from other available office properties owned by
    others, which could cause us to lose current or prospective
    tenants or cause us to reduce rental rates to competitive levels;
    our ability to pay for adequate maintenance, insurance, utility,
    security and other operating costs, including real estate taxes
    and debt service payments, that are not necessarily reduced when
    circumstances such as market factors and competition cause a
    reduction in income from a property; and
    changes in federal, state or local regulations and controls
    affecting rents, prices of goods, interest rates, fuel and
    energy consumption.    Lack
    of diversification and illiquidity of real estate may make it
    difficult for us to sell underperforming properties or recover
    our investment in one or more properties.
    Lack
    of geographic diversity may expose us to regional economic
    downturns that could adversely impact our operations or our
    ability to recover our investment in one or more
    properties.
   19




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Due to
    the limited number of properties in our portfolio, we are
    dependent upon those tenants that generate significant rental
    income, which may have a negative impact on our financial
    condition if these tenants are unable to meet their rental
    obligations to us.
    Losses
    for which we either could not or did not obtain insurance will
    adversely affect our earnings and we may be unable to comply
    with insurance requirements contained in mortgage or other
    agreements due to high insurance costs.
  and/or
  Our
    co-ownership arrangements with affiliated entities may not
    reflect solely our shareholders best interests and may
    subject these investments to increased risks.
    
    the risk that the co-owner(s) in the investment might become
    bankrupt;
    the risk that the co-owner(s) may at any time has economic or
    business interests or goals which are inconsistent with our
    business interests or goals;
    the risk that the co-owner(s) may not be able to make required
    payments on loans under which we are jointly and severally
    liable;
    the risk that all the co-owners may not approve refinancing,
    leases and lease amendments requiring unanimous consent of
    co-owners that would have adverse consequences for our
    shareholders; or
    the risk that the co-owner(s) may be in a position to take
    action contrary to our instructions or requests or contrary to
    our policies or objectives, such as selling a property at a time
    when it would have adverse consequences to us. 20




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There
    is currently no public market for our common stock. Therefore,
    it will likely be difficult for our shareholders to sell their
    shares and, if our shareholders are able to sell their shares in
    a fully liquid manner, our shareholders may elect to do so at a
    substantial discount from the price our shareholders paid for
    these matters.
    Our
    success will be dependent on the performance of our Advisor as
    well as key employees of our Advisor.
  day-to-day and/or
  Our
    use of borrowings to partially fund improvements on properties
    could result in foreclosures and unexpected debt service
    expenses upon refinancing, both of which could have an adverse
    impact on our operations and cash flow. Additionally,
    restrictive covenants in our loan documents may restrict our
    operating or acquisition activities.
       21




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The
    pending SEC investigation of our Advisor could result in
    defaults or alleged defaults under our loan documents or limit
    our ability to obtain debt financing in the
    future.
    If we
    purchased assets at a time when the commercial real estate
    market was experiencing substantial influxes of capital
    investment and competition for properties, the real estate we
    purchased may not have appreciated or may have decreased in
    value.
    Our
    past performance is not a predictor of our future
    results.
    The
    conflicts of interest of our Advisors officers with us
    mean we will not be managed by our Advisor solely in the best
    interests of our shareholders.
  and/or
 22




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
    limit the time and services that our Advisor devotes to us,
    because it will be providing similar services to G REIT,
    Inc., NNN 2002 Value Fund, LLC, NNN 2003 Value Fund, LLC, NNN
    Apartment REIT, Inc., NNN Healthcare/Office REIT, Inc. and other
    real estate programs and properties;
    impair our ability to compete for tenants in geographic areas
    where other properties are advised by our Advisor and its
    affiliates; and
    impair our ability to compete for the disposition of properties
    with other real estate entities that are also advised by our
    Advisor and its affiliates and seeking to dispose of properties
    at or about the same time as us.    The
    absence of arms length bargaining may mean that our
    agreements are not as favorable to our shareholders as these
    agreements otherwise would have been.
    Risks
    Associated With Being a REIT
  If we
    fail to qualify as a REIT, our shareholders could be adversely
    affected.
    
    that the gross income and investments of a REIT are largely real
    estate related, including mortgages secured by real estate;
    that a REIT distributes substantially all its ordinary taxable
    income to its shareholders on a current basis; and
    that the REITs equity ownership is not overly concentrated.     23




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We may
    not be able to meet, or we may need to incur borrowings that
    would otherwise not be incurred to meet REIT minimum
    distribution requirements.
      
    the amount of the cash available for distribution;
    the Operating Partnerships financial condition;
    the Operating Partnerships capital expenditure
    requirements and reserves thereof; and
    the annual distribution requirements contained in the Code
    necessary to qualify and maintain our qualification as a REIT.    and/or and/or
  We may
    be harmed by changes in laws, including tax laws applicable to
    REITs, or the reduced 15.0% tax rate on certain corporate
    distributions.
      Dramatic
    increases in insurance rates could adversely affect our cash
    flow and our ability to make liquidating distributions to our
    shareholders pursuant to our plan of liquidation.
   24




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Item 2.
    Properties.  Real
    Estate Investments
        AnnualRentProperty


GLA


%


Date


Annual


% Physical


per LeasedProperty Name

Location


(Sq Ft)


Owned


Acquired


Rent(1)


Occupancy(2)


Sq Ft(3)Unconsolidated
    Properties:Congress Center  LLC


Chicago, IL



519,000



10.3



01/09/03


$
13,065,000



91.3
%

$
25.17Enclave Parkway  LLC


Houston, TX



207,000



3.3



12/22/03



4,379,000



99.5



21.15Total/Weighted-Average






726,000










$
17,444,000



93.7
%

$
24.03     (1)
    
    Annualized rental income is based on contractual base rent from
    leases in effect as of December 31, 2006.(2)
    
    Physical occupancy as of December 31, 2006.(3)
    
    Average effective annual rent per leased square foot as of
    December 31, 2006.      
    we believe our two unconsolidated properties are adequately
    covered by insurance;
    we have no plans for any material renovations, improvements or
    development of the properties, except in accordance with planned
    budgets; and
    our properties are located in markets where we are subject to
    competition for attracting new tenants and retaining current
    tenants. 25




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T REIT,
    Inc.
  
  Congress
    Center
    
 26




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Enclave
    Parkway
    
  Indebtedness
    Item 3.
    Legal
    Proceedings.  SEC
    Investigation
  In the matter of Triple Net Properties,
    LLC.
  and/or Accounting for
    Contingencies.
 27




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Prior
    Performance Tables
    Litigation
  one-day
  T REIT-Seguin, and/or
 28




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Item 4.
    Submission
    of Matters to a Vote of Security Holders.   PART II  Item 5.
    Market
    for Registrants Common Equity and Related Shareholder
    Matters and Issuer Purchases of Equity Securities.  Market
    Information
    Shareholders
    Distributions
      Equity
    Compensation Plan Information
   29




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Item 6.
    Selected
    Financial Data.    Form 10-K.
  Liquidation Basis


Liquidation BasisAs of


As ofSelected Financial Data(1)

December 31, 2006


December 31, 2005STATEMENT OF NET ASSETS:Total assets

$
8,996,000


$
48,322,000Mortgage loans payable secured by
    property held for sale






15,464,000Net assets in liquidation(2)


8,996,000



32,529,000Net asset value per share(2)

$
1.95


$
7.06   Liquidation Basis


Liquidation BasisPeriod fromFor the


June 30, 2005Year Ended


throughDecember 31, 2006


December 31, 2005STATEMENT OF CHANGES IN NET ASSETS:Net assets in liquidation,
    beginning of period

$
32,529,000


$
47,953,000Change in estimated receipts in
    excess of estimated costs during liquidation


403,000



(1,689,000
)Net increase in fair value


6,064,000



4,265,000Distributions to shareholders


(30,000,000
)


(18,000,000
)Change in net assets in liquidation


(23,533,000
)


(15,424,000
)Net assets in liquidation, end of
    period

$
8,996,000


$
32,529,000   Going Concern BasisAs of December 31,Selected Financial Data(1)

2004


2003


2002BALANCE SHEET DATA:Total assets

$
60,553,000


$
49,369,000


$
67,769,000Mortgage loans payable, including
    property held for sale


19,285,000



9,250,000



28,090,000Shareholders equity


36,819,000



38,107,000



38,216,000Book value per share

$
7.98


$
8.20


$
8.14   30




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Going Concern BasisPeriod fromJanuary 1, 2005through


Years Ended December 31,June 30, 2005


2004


2003


2002OPERATING DATA:Total revenues

$



$



$



$
Income from continuing operations


332,000



47,000



499,000



839,000Income (loss) from discontinued
    operations, including gain on sale


(272,000
)


2,497,000



3,690,000



1,454,000Net income


60,000



2,544,000



4,189,000



2,293,000Income (loss) per common share,
    basic and diluted(3):Income from continuing operations

$
0.07


$
0.01


$
0.11


$
0.21Income (loss) from discontinued
    operations


(0.06
)


0.54



0.79



0.36Net income

$
0.01


$
0.55


$
0.90


$
0.57OTHER DATA:Cash flows provided by (used in)
    operating activities

$
883,000


$
3,590,000


$
2,950,000


$
2,290,000Cash flows provided by (used in)
    investing activities


249,000



(14,333,000
)


2,517,000



(19,279,000
)Cash flows (used in) provided by
    financing activities


(2,121,000
)


5,783,000



593,000



19,471,000Distributions declared

$
1,910,000


$
3,806,000


$
3,843,000


$
3,312,000Distributions declared per share(3)

$
0.41


$
0.82


$
0.82


$
0.83Funds from operations(4)

$
1,516,000


$
3,487,000


$
3,307,000


$
2,825,000     (1)
    
    Pursuant to our plan of liquidation, certain amounts in the
    prior years have been reclassified as discontinued operations
    related to all properties.(2)
    
    The net assets in liquidation as of December 31, 2006 and
    2005 of $8,996,000 and $32,529,000 plus the liquidating
    distributions through December 31, 2006 and 2005 of
    approximately $48,000,000 and $18,000,000, would result in
    liquidation distributions per share of approximately $12.38 and
    $10.97 as of December 31, 2006 and 2005, respectively.(3)
    
    Net income (loss) and distributions per share are based upon the
    weighted-average number of shares of our common stock
    outstanding. Distributions by us of our current and accumulated
    earnings and profits for federal income tax purposes are taxable
    to shareholders as ordinary income. Distributions in excess of
    these earnings and profits generally are treated as a
    non-taxable reduction of the shareholders basis in the
    shares to the extent thereof (a return of capital for tax
    purposes) and, thereafter, as taxable gain. These distributions
    in excess of earnings and profits will have the effect of
    deferring taxation of the distributions until the sale of the
    shareholders common stock.(4)
    
    Prior to the adoption of our plan of liquidation, one of our
    primary objectives was to provide cash distributions to our
    shareholders from cash generated by our operations. We consider
    Funds from Operations, or FFO, to be an appropriate supplemental
    measure of a REITs operating performance, as it is based
    on a net income analysis of property portfolio performance that
    excludes non-cash items such as depreciation. We computed FFO in
    accordance with the White Paper on FFO approved by the Board of
    Governors of the National Association of Real Estate Investment
    Trusts, or NAREIT, as revised in February 2004. The White Paper
    defines FFO as net income or loss computed in accordance with
    GAAP, 31




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excluding extraordinary items, as defined by GAAP, and gains and
    losses from sales of depreciable operating property, plus real
    estate related depreciation and amortization (excluding
    amortization of deferred financing costs and depreciation of
    non-real estate assets), and after adjustment for unconsolidated
    partnerships and joint ventures. Other REITs may use different
    methodologies for calculating FFO and, accordingly, our FFO may
    not be comparable to other REITs.        Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  The following discussion should be read in conjunction with
    Item 6, Selected Financial Data, and our
    historical consolidated financial statements and related notes
    thereto included elsewhere in this report.
  Forward-Looking
    Statements
   32




---



##### Table of Contents



Overview
    and Background
      day-to-day month-to-month
    Business
    Strategy and Plan of Liquidation
   33




---



##### Table of Contents



Dispositions
    in 2006
         34




---



##### Table of Contents



Dispositions
    in 2005
  25351
    Commerce Centre Drive  Lake Forest,
    California
    County
    Center Drive  Temecula, California
   35




---



##### Table of Contents



25391
    Commerce Centre Drive  Lake Forest,
    California
    City
    Center West A  Las Vegas,
    Nevada
    Emerald
    Plaza  San Diego, California
    25371
    Commerce Centre Drive  Lake Forest,
    California
    Acquisitions
    in 2004
  AmberOaks 
    Austin, Texas
  tenant-in-common,
 36




---



##### Table of Contents



1999-2001.
  Gateway
    Mall Land  Bismarck, North Dakota
    Oakey
    Building  Las Vegas, Nevada
    Emerald
    Plaza  San Diego, California
      AWT Family LP, a limited
    partnership 70.0% owned by
    Anthony W. Thompson


1.9%NNN Emerald Plaza, LLC


20.5%Unaffiliated third parties


77.6% (combined
)     Membership Interest inMember

NNN Emerald Plaza, LLC

Interest in Emerald PlazaNNN 2003 Value Fund, LLC


22.2
%


4.6
%T REIT, L.P.


13.2
%


2.7
%Affiliated Members


0.4
%


0.08
%Unaffiliated Members


64.2
%


13.2
%  37




---



##### Table of Contents



Dispositions
    in 2004
  Gateway
    Mall  Bismarck, North Dakota
    Gateway
    Mall Land  Bismarck, North Dakota
    Saddleback
    Financial Center  Laguna Hills,
    California
    Critical
    Accounting Policies
  Use of
    Estimates
   38




---



##### Table of Contents



Liquidation
    Basis of Accounting
      Asset
    for Estimated Receipts in Excess of Estimated Costs During
    Liquidation
      December 31,


Cash Payments


Change in


December 31,2005


and (Receipts)


Estimates


2006Assets:Estimated net inflows from
    consolidated and unconsolidated operating activities

$
2,634,000


$
(1,834,000
)

$
770,000


$
1,570,000Liabilities:Liquidation costs


(1,151,000
)


1,227,000



(976,000
)


(900,000
)Other


(1,216,000
)


878,000



338,000



(2,367,000
)


2,105,000



(638,000
)


(900,000
)Total asset for estimated receipts
    in excess of estimated costs during liquidation

$
267,000


$
271,000


$
132,000


$
670,000  39




---



##### Table of Contents



Net
    Assets in Liquidation
    Property
    Held for Sale
  Accounting for the Impairment or Disposal of
    Long Lived Assets
    Revenue
    Recognition, Tenant Receivables and Allowance for Uncollectible
    Accounts
  Accounting for Leases
    Impairment
    
    significant negative industry or economic trend; 40




---



##### Table of Contents




    significant underperformance relative to historical or projected
    future operating results; and
    significant change in the manner in which the asset is used.      Investment
    in Unconsolidated Real Estate
    Qualification
    as a REIT
      Factors
    Which May Influence Future Changes in Net Assets in
    Liquidation
  Rental
    Income
    Scheduled
    Lease Expirations
   41




---



##### Table of Contents



Sarbanes-Oxley
    Act
  and/or
  Changes
    In Net Assets In Liquidation
  For
    the year ended December 31, 2006
    Period
    from June 30, 2005 through December 31,
    2005
    Results
    of Operations
    Comparison
    of the results of operations for the period from January 1,
    2005 through June 30, 2005 to the year ended
    December 31, 2004
   42




---



##### Table of Contents



General
    and Administrative Expenses
    Other
    Income
    Interest
    Expense
    Interest
    and Dividend Income
    Gain on
    Sale of Marketable Securities
    Gain on
    Sale of Unconsolidated Real Estate
    Equity in
    Earnings of Unconsolidated Real Estate
   43




---



##### Table of Contents



Income
    (Loss) From Continuing Operations
    Gain on
    Sale of Real Estate  Discontinued
    operations
    Income
    (Loss) from Discontinued Operations
    Net
    Income
    Liquidity
    and Capital Resources
    Current
    Sources of Capital and Liquidity
  and/or
    Other
    Liquidity Needs
   44




---



##### Table of Contents



Years Ended December 31,2006


2005


2004Ordinary income

$







$
157,000



0.8
%

$
930,000



24.4
%Capital gain










614,000



3.0
%


2,877,000



75.6
%Return of capital










1,759,000



8.6
%






Liquidating distribution


30,000,000



100.0
%


18,000,000



87.7
%






$
30,000,000



100.0
%

$
20,530,000



100.0
%

$
3,807,000



100.0
%  45




---



##### Table of Contents



Cash
    Flows
  Comparison
    of the period from January 1, 2005 through June 30,
    2005 to the year ended December 31, 2004
          Capital
    Resources
  General
     46




---



##### Table of Contents



Financing
        Unconsolidated
    Debt
      Mortgage and





Mortgage andOther Debt





Other DebtBalance as of


T REIT, Inc.s


Balance as of


T REIT, Inc.sOwnership


December 31,


Portion of


December 31,


Portion ofProperty

Percentage


2006


Debt


2005


DebtReno Trademark
    Building  TIC


40.0
%

$



$



$
4,449,000


$
1,780,000Titan Building &
    Plaza  TIC


48.5
%










5,900,000



2,861,000Congress Center  LLC


10.3
%


97,308,000



10,023,000



97,500,000



9,962,000Enclave Parkway  LLC


3.3
%


22,671,000



738,000



23,000,000



749,000Oakey Building  LLC


9.8
%










8,757,000



855,000Total





$
119,979,000


$
10,761,000


$
139,606,000


$
16,207,000          47




---



##### Table of Contents



REIT
    Requirements
    Commitments
    and Contingencies
  Insurance
    Coverage
  Property
    Damage, Business Interruption, Earthquake and
    Terrorism
    Debt
    Service Requirements
    Contractual
    Obligations
    Off-Balance
    Sheet Arrangements
    SEC
    Investigation
  In the matter of Triple Net Properties, LLC.
   48




---



##### Table of Contents



and/or Accounting for Contingencies.
  Inflation
    Funds
    from Operations
         49




---



##### Table of Contents



Period fromJanuary 1, 2005


Year Endedthrough


December 31,June 30, 2005


2004Net income

$
60,000


$
2,544,000Add:Depreciation and
    amortization  continuing operations






Depreciation and
    amortization  discontinued operations


1,026,000



50,000Depreciation and
    amortization  unconsolidated real estate operating
    properties


430,000



3,359,000Less:Gain on sale of property






(2,466,000
)Funds from operations

$
1,516,000


$
3,487,000Weighted-average common shares
    outstanding  basic and diluted


4,605,000



4,630,000Gain on sale of investments
    included in net income and FFO

$
317,000   Recently
    Issued Accounting Pronouncements
  Accounting for
    Uncertainty in Income Taxes
  Fair Value
    Measurement
  Considering the Effects of Prior Year
    Misstatements When Quantifying Current Year Misstatements
 50




---



##### Table of Contents



The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.      Item 8.
    Financial
    Statements and Supplementary Data.    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  Evaluation of disclosure controls and
    procedures.
  Form 10-K Rules 13a-14(a) 15d-14(a) Form 10-K
  Rules 13a-15(e) 15d-15(e)
  Changes in internal control over financial
    reporting.
 51




---



##### Table of Contents



Item 9B.
    Other
    Information.   52




---



##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.    Name

Age

Position

Term of OfficeAnthony W. Thompson


60


Chairman of the Board of Directors

Since 1999D. Fleet Wallace


39


Director

Since 2002W. Brand Inlow


53


Director

Since 2002Jack R. Maurer


63


Chief Executive Officer and
    President

Since 2004Courtney A. Brower


28


Chief Accounting Officer

Since 2006Andrea R. Biller


57


Secretary

Since 2004     Anthony W. (Tony) Thompson
  D. Fleet Wallace
  W. Brand Inlow
 53




---



##### Table of Contents



Jack R. Maurer
  Courtney A. Brower
  Andrea R. Biller
 54




---



##### Table of Contents



Our
    Advisors Executive Officers
    Name

Age

Position

Term of OfficeScott D. Peters


49


Chief Executive Officer

Since 2006Louis J. Rogers


50


President

Since 2004Francene LaPoint


42


Chief Financial Officer

Since 2006Andrea R. Biller


57


General Counsel and

Since 2003Executive Vice President

Since 2007Jeffrey T. Hanson


37


Chief Investment Officer

Since 2006Richard T. Hutton, Jr.


55


Executive Vice President

Since 2003Jack R. Maurer


63


Executive Vice President

Since 1998Talle A. Voorhies


59


Executive Vice President and
    Secretary

Since 1998       Scott D. Peters
  Louis J. Rogers
  Francene LaPoint
 55




---



##### Table of Contents



Jeffrey T Hanson
  Richard T. Hutton, Jr.,
  Talle A. Voorhies
  NNN
    Realty Advisors and Triple Net Properties
    Fiduciary
    Relationship of our Advisor to Us
     56




---



##### Table of Contents



Committees
    of Our Board of Directors
  Audit
    Committee
  Rule 10A-3(b)(1)
  
    makes recommendations to our board of directors concerning the
    engagement of independent public accountants;
    reviews the plans and results of the audit engagement with the
    independent public accountants;
    approves professional services provided by, and the independence
    of, the independent public accountants;
    considers the range of audit and non-audit fees;
    consults with the independent public accountants regarding the
    adequacy of our internal accounting controls; and
    periodically meets with representatives of our disclosure
    committee on various subjects within the scope of the discloser
    committees charter (the disclosure committee is comprised
    of representatives of our management).  expert
        Executive
    Compensation Committee
    Special
    Committee
   57




---



##### Table of Contents



Compensation
    of Directors
        Change inPension Valueand NonqualifiedFees Earned








Non-Equity


Deferred


All Otheror Paid


Stock


Option


Incentive Plan


Compensation


CompensationName

in Cash ($)


Awards ($)


Awards ($)


Compensation ($)


Earnings ($)


($)


Total ($)(a)

(b) (1)


(c)


(d)


(e)


(f)


(g)


(h)Anthony W. Thompson(2)

$



$



$



$



$



$



$
D. Fleet Wallace

$
3,000


















$
35,000
(3)

$
38,000W. Brand Inlow

$
5,000


















$
35,000
(3)

$
40,000     (1)
    
    Consists of the amounts described below.  Basic AnnualRetainer


Meeting FeesDirector

Role

($)


($)Thompson

Chairman of the Board

$



$
Wallace

Member, Audit Committee





$
3,000Inlow

Member, Audit Committee





$
5,000     (2)
    
    Mr. Thompson is not an independent director.(3)
    
    W. Brand Inlow and D. Fleet Wallace, members of our board of
    directors and the special committee, are entitled to receive
    milestone payments, if specified goals are met. Assuming that
    these directors receive the maximum amount of milestone
    payments, they will each receive $50,000 in payments. As of
    December 31, 2006, based upon the satisfaction of
    performance milestones, each of Messrs. Inlow and Wallace
    has received cumulative payments of $50,000 from us.  Independent
    Director Stock Option Plan
      Officer
    and Employee Stock Option Plan
   58




---



##### Table of Contents



Section 16(a)
    Beneficial Ownership Reporting Compliance
      Code of
    Business Conduct and Ethics
     Item 11.
    Executive
    Compensation.  Compensation
    of Executive Officers
  and/or and/or
 59




---



##### Table of Contents



SUMMARY
    COMPENSATION TABLE
  Change in PensionValue andNonqualifiedName
















Non-Equity


Deferred


Alland










Stock


Option


Incentive Plan


Compensation


OtherPrincipal




Salary


Bonus


Awards


Awards


Compensation


Earnings


Compensation


TotalPosition

Fiscal Year


($)


($)


($)


($)


($)


($)


($)


($)(a)

(b)


(c)


(d)


(e)


(f)


(g)


(h)


(i)


(j)Jack R. Maurer,


2006


$



$



$



$



$



$



$
60,000
(1)

$
60,000Chief Executive Officer and President


2005


























$
30,000
(1)

$
30,0002004































Courtney A. Brower,


2006































Chief Accounting Officer(3)


2005


























$
2,000
(2)


2004































Scott D. Peters,


2006































Chief Financial Officer(4)


2005



























2004



























Andrea R. Biller,


2006


























$
35,000
(2)

$
35,000Secretary


2005


























$
25,000
(2)

$
25,0002004































     (1)
    
    In accordance with our plan of liquidation, Mr. Maurer, our
    Chief Executive Officer and President, is entitled to receive
    incentive bonuses from our Advisor in consideration for his work
    in implementing the plan of liquidation, if specified
    performance goals are met in our liquidation. If we achieve
    distributions within our estimated net liquidation value range,
    Mr. Maurer will receive up to $160,000 in incentive bonuses
    from our Advisor. Additionally, in the event that we achieve
    total distributions exceeding our estimated net liquidation
    value, Mr. Maurer could receive additional incentive
    bonuses. Any such incentive bonuses made to Mr. Maurer will
    be in addition to his regular salary from our Advisor. As of
    December 31, 2006, as a result of meeting certain
    performance goals, Mr. Maurer has received cumulative
    incentive bonuses of $90,000 from our Advisor.(2)
    
    Our special committee has discretion to pay up to an aggregate
    of $300,000 in retention and incentive based bonuses to some or
    all of our key officers and employees of our Advisor from time
    to time. As of December 31, 2006, $195,000 in retention and
    incentive bonuses have been paid by us, of which
    Ms. Biller, our Secretary, has received $60,000 and
    Ms. Brower, our Chief Accounting Officer, has received
    $2,000.(3)
    
    Ms. Brower was appointed as our Chief Accounting Officer
    effective as of December 4, 2006.(4)
    
    Mr. Peters resigned from serving as our Chief Financial
    Officer effective as of December 4, 2006.  Option/SAR
    Grants in Last Fiscal Year
    Compensation
    Committee Interlocks and Insider Participation
     Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Shareholder Matters.  PRINCIPAL
    SHAREHOLDERS
   60




---



##### Table of Contents



Number ofShares ofCommon StockBeneficially


Percent ofName of Beneficial Owner

Owned(1)


ClassJack R. Maurer, Chief Executive
    Officer and President






*Anthony W. Thompson, Chairman(2)


114



*D. Fleet Wallace, Director


552



*W. Brand Inlow, Director


552



*All Directors and Executive
    Officers as a group (6 persons)


1,218



*     *
    
    Represents less than 1.0% of our outstanding common stock.(1)
    
    Beneficial ownership includes outstanding shares and shares that
    any person has the right to acquire within 60 days after
    the date of this table. Except as indicated in the footnotes to
    this table and pursuant to applicable community property laws,
    the persons named in the table have sole voting and investment
    power with respect to all shares beneficially owned by them.(2)
    
    Includes 114 shares owned by AWT Family LP, a limited
    partnership 70.0% owned by Mr. Thompson.  Equity
    Compensation Plan Information
    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.  day-to-day
    Advisory
    Agreement
  month-to-month day-to-day
 61




---



##### Table of Contents



Property
    Management Fees
    Real
    Estate Acquisitions and Dispositions Fees
    Incentive
    Distributions
    Incentive
    Bonuses and Milestone Payments
       62




---



##### Table of Contents



Related
    Party Accounts Receivable/Payable
    Related
    Party Accounts Receivable
  Leases
    Executive
    Officer Investments in Unconsolidated Real Estate
    Emerald
    Plaza  San Diego, California
          Item 14.
    Principal
    Accounting Fees and Services.   63




---



##### Table of Contents



Services

2006


2005Audit Fees(1)

$
320,000


$
342,000Audit-Related Fees(2)


4,000



88,000Tax Fees(3)


20,000



58,000All Other Fees






Total

$
344,000


$
488,000     (1)
    
    Audit fees billed in 2006 and 2005 consisted of audit of our
    annual consolidated financial statements, acquisition audits,
    reviews of our quarterly consolidated financial statements, and
    statutory and regulatory audits, consents and other services
    related to filings with the SEC.(2)
    
    Audit-related fees billed in 2006 and 2005 consisted of
    financial accounting and reporting consultations.(3)
    
    Tax services billed in 2006 and 2005 consisted of tax compliance
    and tax planning and advice.      
    consultations and consents related to SEC filings and
    registration statements;
    consultation of accounting matters; and
    tax planning and tax compliance for the U.S. income and
    other taxes.   64




---



##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules.  Financial Statements:
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PagesReport of
    Independent Registered Public Accounting Firm


66Consolidated
    Statements of Net Assets as of December 31, 2006 and 2005
    (Liquidation Basis)


67Consolidated
    Statements of Changes in Net Assets (Liquidation Basis) For the
    Year Ended December 31, 2006 and the Period From
    June 30, 2005 through December 31, 2005


68Consolidated
    Statements of Operations and Comprehensive Income (Going Concern
    Basis) For the Period from January 1, 2005 through
    June 30, 2005 and the Year Ended December 31,
    2004


69Consolidated
    Statements of Shareholders Equity (Going Concern Basis)
    For the Period from January 1, 2005 through June 30,
    2005 and the Year Ended December 31, 2004


70Consolidated
    Statements of Cash Flows (Going Concern Basis) For the Period
    from January 1, 2005 through June 30, 2005 and the
    Year Ended December 31, 2004


71Notes to
    Consolidated Financial Statements


73Schedules


102   Financial Statement Schedules:
    PageValuation and Qualifying Accounts
    (Schedule II)


102Real Estate Operating Properties
    and Accumulated Depreciation (Schedule III)


103     Exhibits:
    Exhibits
    Financial Statement Schedules
  PageValuation and Qualifying Accounts
    (Schedule II)


102Real Estate Operating Properties
    and Accumulated Depreciation (Schedule III)


103  65




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             Deloitte &
    Touche, LLP
    66




---



##### Table of Contents



T REIT,
    INC.
 CONSOLIDATED
    STATEMENTS OF NET ASSETS

(Liquidation Basis)

December 31, 2006 and 2005 Years Ended December 31,2006


2005ASSETSReal estate investments:Real estate held for sale

$



$
25,075,000Investments in unconsolidated real
    estate


5,686,000



11,710,0005,686,000



36,785,000Cash and cash equivalents


2,637,000



3,575,000Restricted cash






1,111,000Investment in marketable securities






1,924,000Accounts receivable, net


3,000



1,675,000Accounts receivable from related
    parties






223,000Notes receivable






2,762,000Asset for estimated receipts in
    excess of estimated costs during liquidation


670,000



267,000Total assets


8,996,000



48,322,000LIABILITIESMortgages payable secured by
    properties held for sale and other debt






15,464,000Accounts payable and accrued
    liabilities






233,000Security deposits and prepaid rent






96,000Total liabilities






15,793,000Commitments and contingencies
    (Note 12)Net assets in liquidation

$
8,996,000


$
32,529,000    67




---



##### Table of Contents



T REIT,
    INC.
 CONSOLIDATED
    STATEMENTS OF CHANGES IN NET ASSETS

(Liquidation Basis)

For the Year Ended December 31, 2006 and

the Period from June 30, 2005 through December 31,
    2005 Period fromJune 30, 2005Year Ended


throughDecember 31,


December 31,2006


2005Net assets in liquidation,
    beginning of period

$
32,529,000


$
47,953,000Change in net assets in
    liquidation:Changes to asset for estimated
    receipts in excess of estimated costs during liquidation:Operating income


(523,000
)


(1,381,000
)Distributions received from
    unconsolidated properties


(1,311,000
)


(653,000
)Payments of liquidation costs and
    other amounts


2,105,000



941,000Change in estimated receipts in
    excess of estimated costs during liquidation


132,000



(596,000
)Changes to asset for estimated
    receipts in excess of estimated costs during liquidation


403,000



(1,689,000
)Change in fair value of assets and
    liabilities:Change in fair value of marketable
    securities


(116,000
)


130,000Change in fair value of real
    estate investments


6,451,000



3,042,000Change in assets and liabilities
    due to activity in asset or estimated receipts in excess of
    estimated costs during liquidation


(271,000
)


1,093,000Net increase in fair value


6,064,000



4,265,000Distributions to shareholders


(30,000,000
)


(18,000,000
)Change in net assets in
    liquidation


(23,533,000
)


(15,424,000
)Net assets in liquidation, end
    of period

$
8,996,000


$
32,529,000    68




---



##### Table of Contents



T REIT,
    INC.
 CONSOLIDATED
    STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Going Concern Basis)

For the Period from January 1, 2005 through
    June 30, 2005 and

the Year Ended December 31, 2004 Period fromJanuary 1, 2005


Year Endedthrough


December 31,June 30, 2005


2004Expenses:General and administrative

$
1,013,000


$
1,213,000Operating loss


(1,013,000
)


(1,213,000
)Other income (expense):Other income


52,000



96,000Interest expense (including
    amortization of deferred financing costs)


(44,000
)


(52,000
)Interest and dividend income


233,000



526,000Gain on sale of marketable
    securities


126,000



109,000Gain on sale of unconsolidated
    real estate investments


191,000



Equity in earnings of
    unconsolidated real estate


787,000



581,000Income from continuing operations


332,000



47,000Discontinued operations:Gain on sale of real estate






2,466,000(Loss) income from discontinued
    operations


(272,000
)


31,000Net income

$
60,000


$
2,544,000Comprehensive income:Net income


60,000



2,544,000Unrealized (loss) gain on
    marketable securities


(24,000
)


10,000Comprehensive income

$
36,000


$
2,554,000Net income (loss) per common share:Continuing operations 
    basic and diluted

$
0.07


$
0.01Discontinued
    operations  basic and diluted


(0.06
)


0.54Total net income per common
    share  basic and diluted

$
0.01


$
0.55Weighted-average common shares
    outstanding  basic and diluted


4,605,000



4,630,000Distributions declared per share

$
0.41


$
0.82    69




---



##### Table of Contents



T REIT,
    INC.
 CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY

(Going Concern Basis)

For the Period from January 1, 2005 through
    June 30, 2005 and

the Years Ended December 31, 2004 AccumulatedCommon Stock


Distributions in


OtherNumber of


Par


Additional


Treasury


Excess of


ComprehensiveShares


Value


Paid-In Capital


Stock


Earnings


Income (Loss)


TotalBALANCE 
    December 31, 2003


4,646,000


$
47,000


$
41,265,000


$
(675,000
)

$
(2,530,000
)

$



$
38,107,000Net income


















2,544,000







2,544,000Unrealized gain on marketable
    securities






















10,000



10,000Comprehensive income


























2,554,000Stock based compensation










268,000















268,000Distributions


















(3,806,000
)






(3,806,000
)Repurchase of shares


(34,000
)










(304,000
)










(304,000
)BALANCE 
    December 31, 2004


4,612,000



47,000



41,533,000



(979,000
)


(3,792,000
)


10,000



36,819,000Net income


















60,000







60,000Unrealized loss on marketable
    securities






















(24,000
)


(24,000
)Comprehensive income


























36,000Distributions


















(1,910,000
)






(1,910,000
)Stock based compensation










64,000















64,000Repurchase of shares


(7,000
)










(87,000
)










(87,000
)BALANCE 
    June 30, 2005


4,605,000


$
47,000


$
41,597,000


$
(1,066,000
)

$
(5,642,000
)

$
(14,000
)

$
34,922,000    70




---



##### Table of Contents



T REIT,
    INC.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Going Concern Basis)
    For the Period from January 1, 2005 through June 30,
    2005 and
    the Year Ended December 31, 2004
  Period fromJanuary 1, 2005


Year Endedthrough


December 31,June 30, 2005


2004CASH FLOWS FROM OPERATING
    ACTIVITIESNet income

$
60,000


$
2,544,000Adjustments to reconcile net
    income to net cash provided by operating activities:Distributions received in excess
    of equity in earnings of unconsolidated real estate


706,000



964,000Gain on sale of real estate
    investments






(2,466,000
)Gain on sale of unconsolidated
    real estate investments


(191,000
)


Gain on sale of marketable
    securities


(126,000
)


(109,000
)Depreciation and
    amortization  continuing and discontinued operations


1,237,000



2,404,000Stock based compensation expense


64,000



268,000Minority interest expense


(124,000
)


(85,000
)Change in operating assets and
    liabilities:Accounts receivable


(83,000
)


(96,000
)Accounts receivable/payable
    from/to related parties


(617,000
)


24,000Amortization of deferred financing
    cost


57,000



99,000Other assets


131,000



(376,000
)Accounts payable and accrued
    liabilities


(440,000
)


452,000Security deposits and prepaid rent


209,000



(33,000
)Net cash provided by operating
    activities


883,000



3,590,000CASH FLOWS FROM INVESTING
    ACTIVITIESPurchase of marketable securities


(6,101,000
)


(7,236,000
)Proceeds from sale of marketable
    securities


4,909,000



6,865,000Purchase of real estate operating
    properties






(23,091,000
)Purchase of investments in
    unconsolidated real estate






(1,125,000
)Restricted cash


310,000



(1,117,000
)Capital expenditures


(3,000
)


(80,000
)Proceeds from disposition of
    properties






3,245,000Proceeds from sale of
    unconsolidated real estate


603,000



1,619,000Collections of notes receivable


531,000



6,576,000Real estate deposits applied to
    purchases






11,000Net cash provided by (used in)
    investing activities


249,000



(14,333,000
)CASH FLOWS FROM FINANCING
    ACTIVITIESBorrowings under notes payable






15,000,000Principal payments on notes
    payable and credit facility


(33,000
)


(5,510,000
)Borrowings on credit facility






545,000Repurchase of shares


(87,000
)


(304,000
)Distributions paid


(1,910,000
)


(3,796,000
)Distributions to minority
    shareholders


(91,000
)


(152,000
)Net cash (used in) provided by
    financing activities


(2,121,000
)


5,783,000NET DECREASE IN CASH AND CASH
    EQUIVALENTS


(989,000
)


(4,960,000
)CASH AND CASH
    EQUIVALENTS  beginning of period


7,229,000



12,189,000CASH AND CASH
    EQUIVALENTS  end of period

$
6,240,000


$
7,229,000    71




---



##### Table of Contents



T REIT,
    INC.
  CONSOLIDATED STATEMENTS OF CASH FLOWS 
    SUPPLEMENTAL INFORMATION
    (Going Concern Basis)
    For the Period from January 1, 2005 through June 30,
    2005 and
    the Year Ended December 31, 2004
  Period fromJanuary 1, 2005


Year Endedthrough


December 31,June 30, 2005


2004SUPPLEMENTAL DISCLOSURE OF CASH
    FLOW INFORMATION:Cash paid for:Interest

$
638,000


$
1,211,000Income taxes

$
3,000


$
6,000SUPPLEMENTAL DISCLOSURE OF
    NONCASH ACTIVITIES:INVESTING ACTIVITIESNote receivable due to sale of
    properties

$



$
9,228,000Minority interest liability of
    acquisitions

$



$
2,153,000    72




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTSFor the Years Ended December 31, 2006, 2005 and
    2004 1.
    Organization
    and Description of Business  The use of the words we, us, or
    our refers to T REIT, Inc. and its subsidiaries,
    including T REIT, L.P., our Operating Partnership, except where
    the context otherwise requires.
    day-to-day month-to-month
    Plan
    of Liquidation
       73




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2.
    Summary
    of Significant Accounting Policies    Use of
    Estimates
    Principles
    of Consolidation
  Consolidation of Variable
    Interest Entities
  Liquidation
    Basis of Accounting
  tenants-in-common,
 74




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Operating
    Properties
     75




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Property
    Held for Sale
  Accounting for the Impairment or Disposal of
    Long Lived Assets
      
    management, having the authority to approve the action,
    committed to a plan to sell the asset;
    the asset was available for immediate sale in its present
    condition, subject only to terms that are usual and customary
    for sales of such assets;
    an active program to locate a buyer and other actions required
    to complete the plan to sell the asset had been initiated;
    the sale of the asset was probable and the transfer of the asset
    was expected to qualify for recognition as a completed sale
    within one year;
    the asset was being actively marketed for sale at a price that
    is reasonable in relation to its current fair value; and
    given the actions required to complete the plan, it was unlikely
    that significant changes to the plan would be made or that the
    plan would be withdrawn.  Cash
    and Cash Equivalents
   76




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Restricted
    Cash
    Investments
    in Marketable Securities
  available-for-sale.
    Minority
    Interests
    Purchase
    Price Allocation
  Business Combinations lease-up
   77




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Tenant
    Receivables and Allowance for Uncollectible
    Accounts
    Concentration
    of Credit Risk
        Percentage of2006 Annual

2006 Annual



Square Footage

LeaseTenant

Base Rent(1)

Base Rent

Property

(Approximately)

Expiration DateHomeland Security

$
3,344,000



19.2
%


Congress Center



76,000



April 2012North American Co. Life and Health
    Ins.

$
2,320,000



13.3
%


Congress Center



101,000



February 2012Akzo Nobel, Inc.

$
1,994,000



11.4
%


Congress Center



90,000



December 2013  78




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Percentage of2005 Annual

2005 Annual



Square Footage

LeaseTenant

Base Rent(1)

Base Rent

Property

(Approximately)

Expiration DateNetsolve, Inc.

$
1,112,000



41.0
%


AmberOaks



78,000



April 2007Newell Rubbermaid

$
493,000



18.2
%


AmberOaks



51,000



April 2007General Services Admin

$
327,000



12.1
%


University Heights



21,000



November 2015     Percentage of2004 Annual

2004 Annual



Square Footage

LeaseTenant

Base Rent(1)

Base Rent

Property

(Approximately)

Expiration DateACS Health Services, Inc.

$
588,000



12.0
%


AmberOaks



44,000



February 2005Netsolve, Inc.

$
1,073,000



21.0
%


AmberOaks



78,000



April 2007     (1)
    
    Annualized rental income is based on contractual base rent set
    forth in leases in effect as of December 31, 2006, 2005 and
    2004, respectively.  Fair
    Value of Financial Instruments
  Disclosures About Fair Value of
    Financial Instruments
       79




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Derivative
    Financial Instruments
    Derivative
    Instruments and Hedging Activities.
  Revenue
    Recognition
  Accounting for Leases
  Other
    Assets
            Income
    Taxes
   80




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Comprehensive
    Income
  Reporting Comprehensive Income
  Per
    Share Data
  Earnings Per Share
    Period fromJanuary 1, 2005through


Year EndedJune 30,


December 31,2005


2004Income from continuing operations

$
332,000


$
47,000Income (loss) from discontinued
    operations


(272,000
)


2,497,000Net income

$
60,000


$
2,544,000Net income (loss) per share:Continuing operations 
    basic and diluted

$
0.07


$
0.01Discontinued
    operations  basic and diluted


(0.06
)


0.54Total net income per
    share  basic and diluted

$
0.01


$
0.55Weighted-average number of shares
    outstanding  basic and diluted


4,605,000



4,630,000   Stock
    Based Compensation
  Accounting for Stock-Based
    Compensation, Accounting for
    Stock-Based Compensation Transition and
 81




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Disclosure Accounting for
    Stock Issued to Employees
  Period fromJanuary 1, 2005through


Year EndedJune 30,


December 31,2005


2004Reported net income

$
60,000


$
2,544,000Add: Stock based employee
    compensation expense included in reported net income


64,000



268,000Less: Total stock based employee
    compensation expense determined under fair value based method
    for all awards


(83,000
)


(138,000
)Pro forma net income

$
41,000


$
2,674,000Reported net income per
    share  basic and diluted

$
0.01


$
0.55Pro forma net income per
    share  basic and diluted

$
0.01


$
0.58     Period fromJanuary 1, 2005through


Year EndedJune 30,


December 31,2005


2004Expected life


8.2 years



8.8 yearsRisk-free interest based on the
    10-year
    U.S. Treasury Bond


4.22
%


4.22
%Expected dividend yield


8.25
%


8.25
%Expected volatility


10.0
%


10.0
%   Asset
    Retirement Obligations
  Accounting for
    Conditional Asset Retirement Obligations Accounting for
    Asset Retirement Obligations and/or
 82




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Segments
    Recently
    Issued Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes
  Fair Value
    Measurement
  Considering the Effects of Prior Year
    Misstatements When Quantifying Current Year Misstatements
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  3.
    Asset for
    Estimated Receipts in Excess of Estimated Costs During
    Liquidation   83




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      December 31,


Cash Payments


Change in


December 31,2005


and (Receipts)


Estimates


2006Assets:Estimated net inflows from
    consolidated and unconsolidated operating activities

$
2,634,000


$
(1,834,000
)

$
770,000


$
1,570,000Liabilities:Liquidation costs


(1,151,000
)


1,227,000



(976,000
)


(900,000
)Other (capital expenditures)


(1,216,000
)


878,000



338,000



(2,367,000
)


2,105,000



(638,000
)


(900,000
)Total asset for estimated receipts
    in excess of estimated costs during liquidation

$
267,000


$
271,000


$
132,000


$
670,000     Cash Payments


Change in


December 31,June 30, 2005


and (Receipts)


Estimates


2005Assets:Estimated net inflows from
    consolidated and unconsolidated operating activities

$
3,808,000


$
(2,034,000
)

$
860,000


$
2,634,000Liabilities:Liquidation costs


(1,464,000
)


387,000



(74,000
)


(1,151,000
)Distributions


(316,000
)


316,000







Other


(72,000
)


238,000



(1,382,000
)


(1,216,000
)(1,852,000
)


941,000



(1,456,000
)


(2,367,000
)Total asset for estimated receipts
    in excess of estimated costs during liquidation

$
1,956,000


$
(1,093,000
)

$
(596,000
)

$
267,000  84




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Net
    Assets in Liquidation    Shareholders equity as of
    June 30, 2005  going concern basis

$
34,922,000Increase due to estimated net
    realizable value of operating properties


4,734,000Increase due to estimated net
    realizable value of unconsolidated investment


8,559,000Assets for estimated receipts in
    excess of estimated costs during liquidation


1,956,000Decrease due to the write-off of
    other intangible assets


(2,218,000
)Adjustment to reflect the change
    to the liquidation basis of accounting


13,031,000Estimated value of net assets in
    liquidation as of June 30, 2005

$
47,953,000         5.
    Real
    Estate Investments   85




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Investments
    in Unconsolidated Real Estate
      Period fromJanuary 1, 2005


Year Endedthrough


December 31,June 30, 2005


2004Revenues

$
22,380,000


$
43,575,000Rental and other expenses


19,817,000



41,676,000Net income

$
2,563,000


$
1,899,000Our equity in earnings

$
787,000


$
581,000   Dispositions
    in 2006
         86




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Dispositions
    in 2005
  25351
    Commerce Centre Drive  Lake Forest,
    California
    County
    Center Drive  Temecula, California
   87




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   25391
    Commerce Centre Drive  Lake Forest,
    California
    City
    Center West A  Las Vegas,
    Nevada
    Emerald
    Plaza  San Diego, California
    25371
    Commerce Centre Drive  Lake Forest,
    California
   88




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Acquisitions
    in 2004
  AmberOaks 
    Austin, Texas
  tenant-in-common,
  1999-2001.
  Gateway
    Mall Land  Bismarck, North Dakota
    Oakey
    Building  Las Vegas, Nevada
    Emerald
    Plaza  San Diego, California
      AWT Family LP, a limited
    partnership 70.0% owned by Anthony W. Thompson


1.9
%NNN Emerald Plaza, LLC


20.5
%Unaffiliated third parties


77.6
%

(combined)  89




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Membership Interest inMember

NNN Emerald Plaza, LLC


Interest in Emerald PlazaNNN 2003 Value Fund, LLC


22.2
%


4.6
%T REIT, L.P.


13.2
%


2.7
%Affiliated Members


0.4
%


0.08
%Unaffiliated Members


64.2
%


13.2
%       Dispositions
    in 2004
  Gateway
    Mall  Bismarck, North Dakota
    Gateway
    Mall Land  Bismarck, North Dakota
    Saddleback
    Financial Center  Laguna Hills,
    California
   
 90




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    6.
    Investment
    in Marketable Securities    7.
    Other
    Assets      8.
    Notes Receivable    25-year
 91




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   9.
    Mortgages
    Payable and Other Debt    December 31,2005Note payable to a mortgage
    company, secured by a deed of trust, rate per annum equal to an
    initial benchmark floor rate of 3.00% based on the
    10-year
    Treasury note plus 2.25% and matures January 1, 2008. As of
    December 31, 2005 and 2004 the interest rate was 5.25%.
    Equal principal and interest payments of $24,000 are payable
    monthly until repaid in full

$
4,214,000Note payable to a bank, secured by
    a first deed of trust, monthly interest-only through
    February 15, 2006 and thereafter, principal and interest
    payments through the maturity date of January 20, 2007 at
    the prime rate plus 1.07%, subject to a floor of 5.50% per
    annum. The interest rate as of December 31, 2005 and 2004
    was 8.00% and 5.75% per annum, respectively


15,000,000Total mortgages payable


19,214,000Less: minority interest share of
    mortgages payable


3,750,000Mortgages payable (liquidation
    basis)

$
15,464,000     Other
    Debt
    10.
    Shareholders
    Equity  Share
    Repurchase Plan
     92




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Warrants
        Stock
    Option Plans
      Number of


Range of


Weighted-AverageOptions Outstanding as of

Shares


Exercise Prices


Exercise PriceDecember 31, 2003 (90,000
    options exercisable)


165,000


$
9.05


$
9.05Granted (weighted-average fair
    value of $1.03)


320,000



9.05



9.05Cancelled


(60,000
)


9.05



9.05December 31, 2004 (155,000
    options exercisable)


425,000



9.05



9.05Granted










Cancelled


(425,000
)


(9.05
)


(9.05
)December 31, 2005 (0 options
    exercisable)





$



$
  93




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Advisory
    Fees and Other Related Party Transactions  Advisory
    Agreement
  Advisory
    Fees
  month-to-month day-to-day
    Property
    Management Fees
    Real
    Estate Acquisitions and Dispositions Fees
    Incentive
    Distributions
    Incentive
    Bonuses and Milestone Payments
   94




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Investment
    in Unconsolidated Real Estate
    Related
    Party Accounts Receivable/Payable
      Unconsolidated
    Debt Due to Related Parties
    Cunningham
    Lending Group, LLC
     95




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Triple
    Net Properties, LLC
    12.
    Commitments
    and Contingencies  SEC
    Investigation
  In the matter of Triple Net Properties, LLC.
  and/or Accounting for Contingencies.
  Prior
    Performance Tables
    Unconsolidated
    Debt
   96




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2006


2005Mortgage and





Mortgage andOther Debt





Other DebtBalance as of


T REIT, Inc.s


Balance as of


T REIT, Inc.sOwnership


December 31,


Portion of


December 31,


Portion ofProperty

Percentage


2006


Debt


2005


DebtReno Trademark
    Building  TIC


40.0
%

$



$



$
4,449,000


$
1,780,000Titan Building &
    Plaza  TIC


48.5
%










5,900,000



2,861,000Congress Center  LLC


10.3
%


97,308,000



10,023,000



97,500,000



9,962,000Enclave Parkway  LLC


3.3
%


22,671,000



738,000



23,000,000



749,000Oakey Building  LLC


9.8
%










8,757,000



855,000Total





$
119,979,000


$
10,761,000


$
139,606,000


$
16,207,000             Litigation
   97




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  one-day
  and/or
    Environmental
    Matters
    Leases
   98




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other
    13.
    Discontinued
    Operations  Properties Held for Sale    Period fromJanuary 1, 2005


Year Endedthrough


December 31,June 30, 2005


2004Rental income

$
2,239,000


$
5,024,000Rental expenses


942,000



1,997,000Depreciation and amortization


1,035,000



2,011,000Other income


(17,000
)


(196,000
)Interest expense (including
    amortization of deferred financing costs)


675,000



1,266,000Minority interest


(124,000
)


(85,000
)Income (loss) from discontinued
    operations  property held for sale, net

$
(272,000
)

$
31,000   14.
    Tax
    Treatment of Distributions    Years Ended December 31,2006


2005


2004Ordinary income

$







$
157,000



0.8
%

$
930,000



24.4
%Capital gain










614,000



3.0
%


2,877,000



75.6
%Return of capital










1,759,000



8.6
%






Liquidating distributions


30,000,000



100.0
%


18,000,000



87.7
%






$
30,000,000



100.0
%

$
20,530,000



100.0
%

$
3,807,000



100.0
%    99




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15.
    Business
    Combinations  tenant-in-common
    16.
    Selected
    Quarterly Financial Data (Unaudited)      Liquidation BasisQuarters EndedDecember 31,


September 30,


June 30,


March 31,2006


2006


2006


2006Net assets in liquidation,
    beginning of period

$
9,216,000


$
27,034,000


$
26,105,000


$
32,529,000Change to asset (reserve) for
    estimated receipts (costs) in excess of estimated (costs)
    receipts during liquidation


530,000



498,000



326,000



(951,000
)Net (decrease) increase in fair
    value


(750,000
)


(316,000
)


603,000



6,527,000Distributions to shareholders






(18,000,000
)






(12,000,000
)Change in net assets in liquidation


(220,000
)


(17,818,000
)


929,000



(6,424,000
)Net assets in liquidation, end of
    period

$
8,996,000


$
9,216,000


$
27,034,000


$
26,105,000   100




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Liquidation BasisPeriod from


Period fromSeptember 30, 2005


June 30, 2005through


throughDecember 31, 2005


September 30, 2005Net assets in liquidation,
    beginning of period

$
29,980,000


$
47,953,000Change to asset for estimated
    receipts in excess of estimated costs during liquidation


(754,000
)


(935,000
)Net increase in fair value


3,303,000



962,000Distributions to shareholders






(18,000,000
)Change in net assets in liquidation


2,549,000



(17,973,000
)Net assets in liquidation, end of
    period

$
32,529,000


$
29,980,000   Going Concern BasisQuarters EndedJune 30,


March 31,2005


2005Revenues

$



$
Expenses


459,000



554,000Equity in earnings of
    unconsolidated real estate


407,000



380,000Income (loss) from continuing
    operations


383,000



(51,000
)Income (loss) from discontinued
    operations


25,000



(297,000
)Net income (loss)

$
408,000


$
(348,000
)Net income (loss) per common
    share  basic and dilutedContinuing operations

$
0.08


$
(0.01
)Discontinued operations


0.01



(0.07
)Net income (loss) per common share

$
0.09


$
(0.08
)  101




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##### Table of Contents



T REIT,
    INC.
 SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS  AdditionsBalance at

Charged to

Charged to



Balance atBeginning of

Costs and

Other



End ofDescription

Period

Expenses

Accounts

Deductions

PeriodPeriod from January 1, 2005
    through June 30, 2005  Reserve deducted from
    accounts receivable

$
58,000


$



$



$
(58,000
)

$
Year ended December 31,
    2004  Reserve deducted from accounts receivable

$
41,000


$
58,000


$



$
(41,000
)

$
58,000  102




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##### Table of Contents



T REIT,
    INC.
  SCHEDULE III 
    REAL ESTATE OPERATING PROPERTIES AND
    ACCUMULATED DEPRECIATION
      2005Balance as of December 31,
    2005

$
26,214,000Additions and acquisitions


Liquidation adjustment, net


Dispositions


(26,214,000
)Balance as of December 31,
    2006

$
     2005Balance as of December 31,
    2005

$
1,139,000Additions(2)


Disposals


(1,139,000
)Balance as of December 31,
    2006

$
     (1)
    
    Under the liquidation basis of accounting, our real estate
    holdings were adjusted to their estimated fair value, net of the
    minority interests share. As a result, the net liquidation
    adjustment is the net adjustment we made to the carrying value
    of the property in order to reflect its fair value. The
    liquidation adjustment reflects a decrease for the minority
    interests share of fair value, offset by an increase in
    total fair value(2)
    
    Depreciation expense has not been recorded since June 30,
    2005 as a result of the adoption of our plan of liquidation,
    because all assets are considered held for sale. 103




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##### Table of Contents



SIGNATURES      By:
    /s/  Jack
    R. Maurer   Chief Executive Officer and President
 (principal executive officer)
 
   
 
 
 104




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##### Table of Contents



EXHIBIT INDEX
  Regulation S-K,
  Form 10-K Regulation S-K).
  ItemNo.

Description2
.1

T REIT, Inc. Plan of Liquidation
    and Dissolution, as approved by shareholders on July 27,
    2005 and as currently in effect (included as Exhibit A to
    the Companys Definitive Proxy Statement for the Annual
    Meeting of Shareholders filed on June 15, 2005 and
    incorporated herein by reference)3
.1

Articles of Incorporation of the
    Company (included as Exhibit 3.1 to the Companys
    Registration Statement on
    Form S-11
    filed on April 28, 1999 (File
    No. 333-77229)
    and incorporated herein by reference)3
.2

Form of Amended and Restated
    Articles of Incorporation of the Company (included as
    Exhibit 3.2 to Amendment No. 3 to the Companys
    Registration Statement on
    Form S-11
    filed on November 22, 1999 (File
    No. 333-77229)
    and incorporated herein by reference)3
.3

Form of By-Laws of the Company
    (included as Exhibit 3.3 to the Companys Registration
    Statement on
    Form S-11
    filed on April 28, 1999 (File
    No. 333-77229)
    and incorporated herein by reference)3
.4

Form of Amended By-Laws of the
    Company (included as Exhibit 3.4 to Post-Effective
    Amendment No. 2 to the Companys Registration
    Statement on
    Form S-11
    filed on July 17, 2001 (File
    No. 333-77229)
    and incorporated herein by reference.)10
.1

Form of Agreement of Limited
    Partnership of T REIT, L.P. (included as Exhibit 10.1 to
    Amendment No. 2 to the Companys Registration
    Statement on
    Form S-11
    filed on October 13, 1999 (File
    No. 333-77229)
    and incorporated herein by reference)10
.2

Dividend Reinvestment Program
    (included as Exhibit C to the Companys Prospectus
    filed as part of the Companys Registration Statement on
    Form S-11
    on April 28, 1999 (File
    No. 333-77229)
    and incorporated herein by reference)10
.3

Independent Director Stock Option
    Plan (included as Exhibit 10.3 to Amendment No. 4 to
    the Companys Registration Statement on
    Form S-11
    filed on February 3, 2000 (File
    No. 333-77229)
    and incorporated herein by reference)10
.4

Employee and Officer Stock Option
    Plan (included as Exhibit 10.4 to Amendment No. 4 to
    the Companys Registration Statement on
    Form S-11
    filed on February 3, 2000 (File
    No. 333-77229)
    and incorporated herein by reference).10
.5

Advisory Agreement between the
    Company and our Advisor (included as Exhibit 10.5 to
    Amendment No. 2 to the Companys Registration
    Statement on
    Form S-11
    filed on October 13, 1999 (File
    No. 333-77229)
    and incorporated herein by reference)21
.1*

Subsidiaries of T REIT, Inc.31
.1*

Certification of Chief Executive
    Officer, pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.31
.2*

Certification of Chief Accounting
    Officer, pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.32
.1*

Certification of Chief Executive
    Officer, pursuant to 18 U.S.C. Section 1350, as
    created by Section 906 of the Sarbanes-Oxley Act of 2002.32
.2*

Certification of Chief Accounting
    Officer, pursuant to 18 U.S.C. Section 1350, as
    created by Section 906 of the Sarbanes-Oxley Act of 2002     *
    
    Filed herewith. 105