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VIA FACSIMILE AND EDGAR

May 10, 2005

Cicely Luckey

Wilson K. Lee

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 0409

450 Fifth Street, N.W.

Washington, D.C. 20549

Dear Ms. Luckey and Mr. Lee:

          We hereby respond to the comment letter received by facsimile on April 19, 2005 from the staff
of the Securities and Exchange Commission (the “Commission”).

          For ease of review, we have set forth the numbered comments of your letter requiring
supplemental responses and our responses thereto.

1.       We note that as of year end you have provided guarantees to certain unconsolidated joint
ventures. Given that you guarantee loans of your joint ventures, tell us how you considered
paragraph 5 of FIN 46(R) in determining that your joint ventures do not represent variable interest
entities.

          We provided guarantees to certain of our unconsolidated ventures, specifically Singapore
Airport Logistics Center 1 Pte. Ltd. (“ALPS I”), Nash Logistics, LLC (“Nash”), Sterling II, LLC
(“Sterling II”) and Sterling III, LLC (“Sterling
III”). Below is a discussion of the FIN 46(R)
analysis for each:

ALPS I:

          ALPS I is a venture that is 50% owned by us and 50% owned by an independent third party, and
was formed for the development of a multi-tenant industrial building in Singapore. This entity was
initially capitalized with approximately $3.5 million U.S. dollars and had total development costs
of approximately $10.0 million U.S. dollars. A construction loan was obtained to finance the
unfunded development costs. Both partners in this venture elected to guarantee their pro rata
share of the construction loan in order to obtain more

favorable interest rates, lower up-front financing costs and more flexible
covenants and reporting requirements than what was otherwise available with non-recourse financing
alternatives. Based on the below analysis of paragraph 5 of FIN 46(R), we do not believe that ALPS
I is a variable interest entity.

          Paragraph 5a. We believe that ALPS I has significant equity investment at risk to permit it
to finance its activities without additional subordinated financial support as approximately 35% of
the total expected development cost had been funded with equity. This conclusion is supported by
analogy to SFAS No. 66, Accounting for Sales of Real Estate, which specifies that the minimum
initial investment required for real estate sales ranges from 20% to 25 % for transactions
involving land to be developed. ALPS I did not require a guarantee of the construction loan to
finance its activities. The capitalization of ALPS I is adequate to obtain non-recourse
financing from a third-party lender. However, we elected to enter into a construction loan with
recourse to both partners in order to obtain a lower interest rate, lower up-front costs and more
flexible covenants and reporting requirements than what would have been available to it with
non-recourse financing alternatives.

          Paragraph 5b. As a group, the venture partners, through their voting interests of ALPS I,
have the direct ability to make decisions about ALPS I’s activities that have a significant effect
on the success of the entity. Furthermore, both venture partners have the obligation to absorb the
expected losses of this entity. There are no protections from the expected losses or guaranteed
returns to either venture partner. Both venture partners also have the right to receive the
expected residual returns of this entity. The partners’ returns are not capped by ALPS I’s
governing documents nor are there any other arrangements in place that would have a similar effect.

          Paragraph 5c. The voting rights of the venture partners are proportional to their
obligations to absorb the expected losses and residual returns of the entity. Both venture
partners have equal voting rights to exert control over this entity’s significant ongoing
operating decisions.

Nash:

          Nash is a venture that is 50% owned by us and 50% owned by an independent third party, formed
for the redevelopment of a single-tenant industrial building in Los Angeles. Nash was initially
capitalized with approximately $7.0 million U.S. dollars, of which $4.0 million was returned to the
venture partners when financing was obtained. This entity has a total expected redevelopment cost
of approximately $12.0 million U.S. dollars. A loan was obtained to finance the unfunded
redevelopment costs. Both partners in this joint venture elected to guarantee their pro rata share
of 50% of the loan in order to obtain more favorable interest rates, lower up-front financing costs
and more flexible covenants and reporting requirements than what was otherwise available with
non-recourse alternatives. Based on the below analysis of paragraph 5
of FIN 46R, we do not
believe that Nash is a variable interest entity.

          Paragraph 5a. We believe that Nash has significant equity investment at risk to permit it to
finance its activities without additional subordinated financial support as approximately 25% of
the total expected development cost had been funded with equity. This conclusion is supported by
analogy to SFAS No. 66, Accounting for Sales of Real Estate, which specifies that the minimum
initial investment required for real estate sales ranges from 20% to 25 % for transactions
involving land to be developed. Nash did not require a guarantee of its loan to finance its
activities. The capitalization of Nash is adequate to obtain non-recourse financing
from a third-party lender. However, we elected to enter into a loan with recourse to both partners
in order to obtain a lower interest rate, lower up-front costs and more flexible covenants and
reporting requirements than what would have been available to it with non-recourse financing
alternatives.

          Paragraph 5b. As a group, the venture partners, through their equity interests, have the
direct ability to make decisions about Nash’s activities that have a significant effect on the
success of the entity. Furthermore, both venture partners have the obligation to absorb the
expected losses of this entity. There are also no protections from the expected losses or
guaranteed returns to either venture partner. Both venture partners have the right to receive the
expected residual returns of this entity. The partners’ returns are not capped by Nash’s governing
documents nor are there any arrangements in place that would have a similar effect.

          Paragraph 5c. The voting rights of the venture partners are proportional to their
obligations to absorb the expected losses and residual returns of the entity. Both venture
partners have equal voting rights to exert control over this entity’s significant ongoing
operating decisions.

     Sterling II and III:

          We
believe that Sterling II and Sterling III are both variable interest
entities under FIN 46(R)
as the equity at risk is not sufficient to finance their activities without additional subordinated
support. These entities were originally capitalized in 2003 with
equity of $6.2 million and additional equity contributions of $2.4
million were made through August 2004. In August 2004,
construction loans were obtained and substantially all of
the capital was returned. We deemed this to be a reconsideration
event under paragraph 7b of FIN 46(R)
as the equity at risk was no longer sufficient to permit the entities to finance their activities
without additional subordinated financial support. However, we believe that our investments in
Sterling II and III are not material investments, totaling $1.3 million after the distribution of
construction loan proceeds, and therefore our historical financial
statements have reflected disclosure indicating that we have no
variable interest entities. On page F-10 of our consolidated financial statements in
our annual report on Form 10-K for the year ended December 31, 2004, we stated that we do not
believe that any of our consolidated or unconsolidated joint ventures are variable interest
entities under the provisions of FIN 46(R). In future filings, we intend to
disclose that we do not believe that any of our material consolicated
or unconsolidated ventures are variable interest entities under the
provisions of FIN 46R.

          Although
Sterling II and Sterling III were determined to be variable interest
entities, we concluded that Sterling II and
Sterling III should not be consolidated, because we are not the primary beneficiaries of these entities. The guarantee on
these entities is a take-out guarantee, whereby we agree to take-out the in-place construction
loans if our partner is unable to place permanent financing on the
properties after stabilization.
In the event that no permanent financing is obtained, the other partners will guarantee their pro
rata share of the take-out amount. As of December 31, 2004, the outstanding construction loans
under this guarantee totaled $20.9 million of which we are
responsible for the pro rata portion representing our interests in Sterling II and Sterling III. We believe the probability of being unable to
place permanent financing on these properties to be low and as a
result, the existence of the take-out guarantee did not materially impact our
primary beneficiary analysis. For Sterling II and III, we own a 40% and 50% interest,
respectively. We do not receive any additional fees, and we have no other form of variable interest in the entities. We do not
absorb a majority of the expected losses or receive a majority of the expected residual returns
from the operations of these entities.

2.       How did you consider SFAS 150 in accounting for the put agreement related to the Series N
Preferred Units?

          We believe that the Series N Preferred Units and the put option are outside the scope of SFAS
150 as the put option is not a freestanding financial instrument and the put option is embedded in
the units. The Series N preferred stock and put option were entered into on September 24, 2004
with an individual third party, Robert Pattillo Properties, as part of a single transaction to
obtain parcels of land. The Series N holder is entitled to receive preferred distributions in the
amount of 5.0% of the face value of the units ($50.0). As part of the transaction, we entered into
a put agreement with the Robert Pattillo Properties that allows the holder to sell all, but not
less than all, of his units to us beginning on June 1, 2005 and until January 15, 2006 at a price
equal to $50.0 per unit, plus all accrued and unpaid distributions at the date of such sale. The
put agreement is not transferable to unrelated third parties, is specific to the preferred units issued to
Robert Pattillo Properties and is not separately exercisable or detachable by the holder.

          A freestanding financial instrument is defined by SFAS 150 as “A financial instrument that is
entered into separately and apart from any of the entity’s other financial instruments or equity
transactions, or that is entered into in conjunction with some other transaction and is legally
detachable and separately exercisable.” We believe the put option is not a freestanding financial
instrument as it was written in conjunction with the issuance of the Series N Preferred Units as
part of a single transaction with an individual third party. In addition, the Series N Preferred
Units and the put option can not be separately exercisable, separated and the holder is restricted
from transferring them to an unrelated third party. Based on these factors, we believe that the
put option is embedded in the Series N Preferred Units causing the security to be conditionally
redeemable and therefore outside the scope of SFAS 150.

          We believe that the relevant accounting guidance for the Series N Preferred Units is found in
ASR 268. Under this guidance, preferred stock that is subject to mandatory redemption requirements
or whose redemption is outside the control of the issuer is to be classified as redeemable
preferred stock. For the Series N Preferred Units, the put option is solely at the option of the
holder and as such, the Series N Preferred Units would be classified as redeemable preferred stock
on the financial statements of AMB Property II, L.P., which is the issuer of the Series N Preferred
Units and an indirect subsidiary of AMB Property Corporation, the general partner of AMB Property,
L.P. In consolidation, AMB Property Corporation would classify this redeemable preferred stock as minority interests.

          We hope the foregoing answers are responsive to your comments. Please do not hesitate to
contact me by telephone at (415) 733-9405 with any questions or comments regarding this
correspondence.

    Very truly yours,

    /s/ Michael A. Coke

    Michael A. Coke

Executive Vice President and

Chief Financial Officer

cc: Tamra D. Browne

      William Croteau

      Laura L. Gabriel