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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549



   
                                  FORM 10-Q/A
                                AMENDMENT NO. 3
    


             [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED SEPTEMBER 30, 1997


                         Commission File Number 1-9948


                             AMERICAN REALTY TRUST, INC.           
             (Exact Name of Registrant as Specified in Its Charter)


               Georgia                                54-0697989     
    -------------------------------            ---------------------
    (State or Other Jurisdiction of               (I.R.S. Employer
     Incorporation or Organization)               Identification No.)


     10670 North Central Expressway, Suite 300, Dallas, Texas      75231  
        (Address of Principal Executive Offices)              (Zip Code)


                                 (214) 692-4700        
                        (Registrant's Telephone Number,
                              Including Area Code)


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 
                                              -----    ------

                     APPLICABLE ONLY TO CORPORATE ISSUERS:


Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.


Common Stock, $.01 par value                    10,711,921            
----------------------------         ---------------------------------
          (Class)                     (Outstanding at October 31, 1997)
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This Form 10-Q/A Amendment No. 3 amends the Registrant's quarterly report on
Form 10-Q for the quarter ended September 30, 1997 as follows:


ITEM 1.  FINANCIAL STATEMENTS - Note 11.  Preferred Stock - page 22.
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                          AMERICAN REALTY TRUST, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued



NOTE 8.      ACQUISITION OF PIZZA WORLD SUPREME, INC. (Continued)

California's San Joaquin Valley.  The Company accounted for such subsidiary
under the equity method.  See NOTE 5.  "INVESTMENT IN EQUITY INVESTEES."

In May 1997, the Company purchased the remaining 20% of the common stock of
PWSI for $5.0 million in unsecured promissory notes.  The notes bear  interest
at 8% per annum, for three years and 10% per annum thereafter, require
quarterly interest only payments of $100,000 and mature in May 2007.  The
Company now consolidates PWSI's operations.

NOTE 9.      INCOME TAXES

Financial statement income varies from taxable income principally due to the
accounting for income and losses of investees, gains and losses from asset
sales, depreciation on owned properties, amortization of discounts on notes
receivable and payable and the difference in the allowance for estimated
losses.  The Company had no taxable income or provision for income taxes in the
nine months ended September 30, 1997, due to operating loss carryforwards.

NOTE 10.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In May, June and July 1997, the Company obtained a total of $8.0 million in
mortgage loans from entities and trusts affiliated with the limited partner in
a partnership that owns approximately 14% of the Company's outstanding shares
of Common Stock.  See NOTE 7. "NOTES AND INTEREST PAYABLE."

In September 1997, the limited partner in a partnership that owns approximately
14.6% of the Company's outstanding shares of Common Stock became a 22.50%
limited partner in a newly formed limited partnership of which the Company is a
1% general partner and a 21.50% limited partner.  See NOTE 5. "INVESTMENT IN
EQUITY INVESTEES."

NOTE 11.     PREFERRED STOCK
   

In August 1997, the Company filed Articles of Amendment to its Articles of
Incorporation creating and designating a Series F 10% Cumulative Convertible
Preferred Stock, par value $2.00 per share, and a liquidation value of $10.00
per share out of the 7,500,000 shares authorized.  Dividends are payable at a
rate of $1.00 per year or $.25 per quarter to stockholders of record on the
15th day of each March, June, September and December when and as declared by
the Board of Directors of the Company accruing cumulatively from August 16,
1998 and commencing on October 15, 1998.  The Series F Preferred Stock may be
converted into Common Stock of the Company at 90% of the market value of the
Company's Common Stock after August 15, 2003.
    





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                                 SIGNATURE PAGE


Pursuant to the requirements 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.


                                               AMERICAN REALTY TRUST, INC.





Date:    January 20, 1998                      By:  /s/ Karl L. Blaha         
     -------------------------                     -----------------------------
                                                    Karl L. Blaha
                                                    President





Date:    January 20, 1998                      By:  /s/ Thomas A. Holland      
     -------------------------                     ----------------------------
                                                    Thomas A. Holland
                                                    Executive Vice President 
                                                    and Chief Financial Officer
                                                    (Principal Financial and
                                                    Accounting Officer)





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