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Ladies and Gentlemen:

On behalf of American Assets Trust, Inc. (the “Company”), we are responding to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Commission, communicated verbally on December 29, 2010, with respect to the Company’s accounting treatment of below-market leases with fixed rate renewal options, as reflected in the Company’s Registration Statement of Form S-11 (File No 333-169326).

The Company respectfully advises the Staff that it had originally determined that it had 20 leases with fixed rate renewals that were below market, and that for nine of such leases it had concluded that the likelihood of renewal was 100% based on the fact that (i) each of the tenants under such leases was a financially strong anchor tenant, and (ii) the Company believed that the fixed rate renewal under each such lease was sufficiently below market to compel the tenant to renew. For these nine leases, the Company had recorded an intangible lease liability of $5.2 million. For the remaining 11 leases, the Company had originally determined that the likelihood of renewal was 0%, due to the weaker financial condition of the tenants under such leases and the Company’s belief that the rental rate was not sufficiently below market to compel such tenants to renew.

The Company further advises the Staff that, in light of the Staff’s comments, it has reviewed each of these 11 leases again, on a lease-by-lease basis, to determine the likelihood that the tenant under each such lease would exercise its option to renew the lease agreement. This lease-by-lease analysis was based on several qualitative and quantitative factors, including: (i) the nature of the business of the tenant and the extent to which this business was compatible with the property it occupied, (ii) the quality of the

December 30, 2010

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tenant (including the tenant’s long term business prospects), and (iii) the amount by which the fixed rate renewal rent was below market.

Based on its further review of these 11 leases, the Company has now determined to revise its renewal assumptions and record an additional $2.1 million of intangible lease liability related to these leases. These revised renewal assumptions are based on the Company’s lease-by-lease analysis of the probability that each of these 11 leases will be renewed. In calculating the likelihood that each of these specific leases would be renewed, the Company took into consideration both the quality of the tenant and the renewal assumptions that the Company had previously taken into account in performing its initial underwriting of the acquisition of these properties. For six of the 11 leases the Company concluded that renewal was 100% probable, due to the fact that (i) the tenants under such leases are financially strong anchor tenants with below market rents with large amounts of previously invested tenant improvements and (ii) market data indicate that these tenants are highly likely to release. For three of the 11 leases the Company concluded that the likelihood of renewal was 0% as the tenants under such leases were financially unstable and were downsizing stores (the Company notes that each of these three tenants did, in fact, terminate its lease prior to the renewal dates). For the remaining two tenants, the Company concluded that renewal was 70% probable, as (a) the tenants under such leases, while not anchor tenants, each are relatively strong financially and (b) the Company’s historical underwriting assessment had concluded that these tenants had a 70% likelihood of renewal. In arriving at the additional $2.1 million of intangible lease liability referenced above, the Company applied its determination of the probability that each of these 11 leases would exercise its renewal option to the total amount of potential intangible lease liability associated with each such lease to arrive at a probability weighted calculation of the total intangible lease liability with respect to all of these leases.

The Company proposes to record this additional $2.1 million of intangible lease liability in its September 30, 2010 financial statements utilizing the “iron curtain” method under SAB 108; i.e., it will record the cumulative impact of the amortization of the intangible liability and related building depreciation for each lease from acquisition through September 30, 2010. The Company respectfully advises the Staff that is has concluded that the impact of recording this entry will not be material to either the prior periods or the nine month period ended September 30, 2010. Included in this analysis is the impact on the amortization into revenue had the Company previously recorded the liability for these 11 below-market leases.

With respect to the materiality of the adjustments relating to the additional intangible lease liabilities and related amortization and related property carrying amounts and related depreciation noted above, the Company further advises that Staff that it believes that such adjustments are not material to any of its prior year or current year financial statements or pro forma financial information. Based on the quantitative and qualitative analysis set forth below, the Company believes that it is not likely that the judgment of a reasonable person relying upon its financial statements would have been changed or influenced by the inclusion of such adjustments.

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Quantitative Determination of Materiality (2007 through 9/30/2010 and pro forma information)

The Company’s quantitative analysis of the materiality of such adjustments is as follows:

Support for the foregoing metrics is attached as Annex A to this letter:

Qualitative Determination of Materiality

The Company’s qualitative analysis of the materiality of such adjustments is as follows:

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As a result of recording this entry where the effect is immaterial to each period, the Company would propose to insert the following disclosure in footnote 1 to the financial statements:

We have determined that at the time we acquired certain properties during 2003 to 2005, we underestimated the value of certain identifiable intangible lease liabilities relating to fixed price renewal options included in the acquired leases that were below market rates at the date the related properties were acquired. We originally determined the fair value of the renewal options on certain leases to be de minimus based upon our assessment of no probability of renewal of those leases. We have revised our assumptions to reflect the expected renewal rates at the time the related properties were acquired. Using the revised assumptions, we determined that the intangible liability and related property carrying amounts were understated by $2.1 million and $1.8 million at September 30, 2010.

We performed an evaluation to determine if any adjustment resulting from using the revised assumptions was material to any individual prior period, taking into account the requirements of the Securities Exchange Commission (SEC) Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108)”. We determined that these adjustments are immaterial to the financial statements for nine month period ended September 30, 2010 and have not had a material impact on any individual prior period financial statements; however, any necessary adjustment could potentially become material to future periods. Based on this information, we have revised our September 30, 2010 combined balance sheet and statement of operations within these financial statements as follows (in thousands):

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For your convenience, we have also included as Annex B revised pages from the Company’s Registration showing the impact of this revision to the Company’s calculation of its intangible lease liability on the historical financial statements of its predecessor.

Please do not hesitate to contact me by telephone at (213) 891-8371 or by fax at (213) 891-8763 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Julian T. H. Kleindorfer

Julian T.H. Kleindorfer

of LATHAM & WATKINS LLP

Annex A

SAB 108 Analysis

Below Market Leases with Fixed Rate Renewal Options

(In thousands)