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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-K/A (Mark One) [ X ]
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 5(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended
    
    December 31, 2004
 OR [   ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 001-15663 American Realty Investors, Inc.  Nevada
    
    75-2847135(State or other jurisdiction of
Incorporation or organization)
    
    (IRS Employer Identification
Number)1800 Valley View Lane, Suite 300, Dallas, Texas
    
    75234(Address of prinicpal executive offices)
    
    (Zip Code)
 Registrants Telephone Number, including area code
    
    469-522-4200
 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class
    
    Name of each exchange on which registeredCommon Stock, $0.01 par value
    
    New York 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Act). Yes [   ] No [ X ] The aggregate market value of the voting stock held by non-affiliates of the issuer,
computed by reference to the closing sales price on June 30, 2004, was approximately $19,911,105.
At March 31, 2005, the issuer had outstanding approximately 10,149,000 shares of par value $0.01
Common Stock. DOCUMENTS INCORPORATED BY REFERENCE
None




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AMENDMENT NO. 3 TOANNUAL REPORT ON FORM 10-K FORAMERICAN REALTY INVESTORS, INC. The undersigned Registrant hereby further amends the following items, exhibits, or other
portions of its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 as set forth
below and as reflected in the substituted pages attached hereto which replace the same numbered
pages in the original filing:  
    Cover Page  Amendment No. 2 contained incorrect outstanding share and
market value held by non-affiliates information; the page has been corrected as
noted on the Cover Page to this Amendment. The change has no effect upon any
of the financial information contained in the financial statements which remain
unchanged. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto
duly-authorized. Date: June 2, 2005. AMERICAN REALTY INVESTORS, INC.By:
    
    /s/ Allen Wilson

Allen Wilson, Acting Principal
Financial OfficerBy:
    
    /s/ Ted P. Stokely

Ted P. Stokely, Chairman of the Board
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