WEINGARTEN REALTY INVESTORS /TX/
S-3, 1999-08-26
REAL ESTATE INVESTMENT TRUSTS
Previous: USLICO SERIES FUND/VA/, DEF 14A, 1999-08-26
Next: NOEL GROUP INC, 8-K, 1999-08-26




     As filed with the Securities and Exchange Commission on August 26, 1999
                                            Registration  No.  333-_____________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ________________
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________
                           WEINGARTEN REALTY INVESTORS
             (Exact name of registrant as specified in its charter)

             TEXAS                                        74-1464203
    (State or other jurisdiction                       (I.R.S. Employer
of  incorporation  or  organization)                 Identification  No.)

                       2600 CITADEL PLAZA DRIVE, SUITE 300
                              HOUSTON, TEXAS 77008
                                 (713) 866-6000
     (Address, including zip code, and telephone number, including area code, of
                     registrant's  principal  executive  offices)
                                ________________
                              STANFORD  ALEXANDER
                     CHAIRMAN  AND  CHIEF  EXECUTIVE  OFFICER
                          WEINGARTEN  REALTY  INVESTORS
                     2600  CITADEL  PLAZA  DRIVE,  SUITE  300
                             HOUSTON,  TEXAS  77008
                                (713)  866-6000
(Name,  address,  including  zip code, and telephone number, including area
                         code,  of  agent  for  service)
                                ________________
                                  Copies  to:
                                BRYAN L. GOOLSBY
                                  GINA E. BETTS
                            LOCKE LIDDELL & SAPP LLP
                          2200 ROSS AVENUE, SUITE 2200
                               DALLAS, TEXAS 75201
                                 (214) 740-8000
                                ________________

    Approximate date of  commencement of proposed sale to the public:  from time
to time  after  the  effective  date  of  this  Registration  Statement.
    If  the  only  securities  being  registered on this form are being  offered
Pursuant  to  dividend  or  interest  reinvestment  plans,  please  check  the
following box.     [ ]
    If  any of the securities being registered on this form are to be offered on
a delayed  or continuous basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment  plans,  check  the  following  box.     [X]
    If this form is filed to register  additional  securities  for  an  offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the  Securities  Act  registration  statement  number  of  the  earlier
effective registration  statement  for  the  same  offering.     [ ]
    If  this  form is a post-effective amendment filed pursuant  to  Rule 462(c)
under the  Securities  Act,  check  the following box  and  list  the Securities
Act  registration  statement  number  of  the  earlier  effective  registration
Statement  for  the  same  offering.     [ ]
    If  delivery of  the prospectus is expected to be made pursuant to Rule 434,
please  check  the  following  box.     [ ]

<TABLE>
<CAPTION>
========================================================================================================================
                                             CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
        Title of Each Class                    Amount       Proposed Maximum      Proposed Maximum         Amount of
        of Securities to be                     to be           Aggregate            Aggregate           Registration
          Registered (1)                   Registered (2)    Price Per Unit    Offering Price(2) (3)          Fee
- ------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>                <C>                     <C>
Common Shares of Beneficial Interest,      $   400,000,000  N/A(9)             $          400,000,000  $111,200 (10)(11)
 .03 par value per share (4), Preferred
Shares of Beneficial Interest, $.03 par
value per share (5), Depositary Shares
6), Debt Securities (7) and Securities
Warrants (8)
========================================================================================================================
</TABLE>

<PAGE>
(1)  This Registration Statement also covers delayed delivery contracts that may
     be issued by the Registrant under which the party purchasing such contracts
     may  be required to purchase  common  shares, preferred  shares, depositary
     shares, debt  securities  and  securities  warrants.
(2)  In  U.S.  Dollars  or  the  equivalent  thereof  denominated in one or more
     foreign  currencies or units of two or more foreign currencies or composite
     currencies  (such  as  European  Currency  Units).
(3)  Estimated  solely  for  the purpose of  calculating  the  registration fee.
     This  Registration  Statement  is intended to register both the issuance of
     securities issued for sale directly by the Company, as well as the issuance
     of securities  upon the conversion of the debt securities  or the preferred
     shares, as  appropriate,  or  upon  exercise  of  securities  warrants.  No
     separate consideration will be received for securities that are issued upon
     conversion  of  debt  securities  or  preferred  shares or  the exercise of
     securities warrants registered  hereunder.  The  aggregate maximum offering
     price of all securities  issued  pursuant  to  this Registration  Statement
     will not exceed $400,000,000.
(4)  Such indeterminate principal amount  of  common shares as may from  time to
     time be issued  at indeterminate prices or issuable upon conversion of debt
     securities or  preferred  shares  or  the exercise  of securities  warrants
     registered hereunder.
(5)  Such  indeterminate  number of preferred shares  as may from  time to  time
     be issued at indeterminate  prices  or  issuable  upon  conversion of  debt
     securities or  exercise  of  securities  warrants.
(6)  Such  indeterminate  number of depositary shares  from time  to time to  be
     issued  at  indeterminate  prices  or  issuable  upon  conversion  of  debt
     securities or exercise  of  securities  warrants.
(7)  Such indeterminate number of debt securities from  time to  time  be issued
     at  indeterminate  prices.
(8)  Such  indeterminate  number of  warrants representing  rights  to  purchase
     debt  securities,  preferred  shares  and  common  shares,  respectively,
     registered  pursuant  to  this  Registration Statement, as may from time to
     time be issued at indeterminate  prices.
(9)  Omitted  pursuant  to  General  Instruction  II.D  of  Form  S-3  under the
     Sections  Act  of  1933,  as  amended.
(10) Calculated  pursuant  to Rule 457(o) of the rules and regulations under the
     Securities  Act.
(11) Of  this  amount,  $23,895  has  previously been paid to the Commission for
     registration  fees  relating  to  $81,000,000 aggregate principal amount of
     securities  registered  pursuant  to  Registration  Statement No. 333-51843
     which  are  being  carried  forward  to  this  Registration  Statement.

     THE  REGISTRANT  HEREBY  AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE  A  FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT THIS REGISTRATION
STATEMENT  SHALL  THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE  SECURITIES  ACT  OF  1933  OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE  ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY  DETERMINE.

     PURSUANT  TO RULE  429  UNDER  THE SECURITIES  ACT, THE PROSPECTUS INCLUDED
IN THIS  REGISTRATION  STATEMENT  IS  A  COMBINED  PROSPECTUS  WHICH  RELATES TO
REGISTRATION  STATEMENT  NO. 333-51843,  AS  AMENDED,  PREVIOUSLY  FILED  BY THE
COMPANY.

<PAGE>
PROSPECTUS

                           WEINGARTEN REALTY INVESTORS
                                  $400,000,000
               COMMON SHARES, PREFERRED SHARES, DEPOSITARY SHARES,
                     DEBT SECURITIES AND SECURITIES WARRANTS
                                   __________


          By this prospectus, we will offer from time to time up to $400,000,000
of  our:

Common Shares
Preferred Shares
Depositary Shares
Debt Securities
Securities Warrants

     We  will  provide  the specific terms of these securities in supplements to
this  prospectus.  You should read this prospectus and the supplements carefully
before  you  invest  in  any  of  these  securities.

          We  may  offer the securities directly or through underwriters, agents
or  dealers.  Each  supplement  will  describe  the  terms  of  each  plan  of
distribution.  For  more  information  on  this  topic,  please  see  "PLAN  OF
DISTRIBUTION"  on  page  21.



                                  ____________

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION  HAS  APPROVED  OR  DISAPPROVED  OF  THE  SECURITIES DISCUSSED IN THE
PROSPECTUS,  NOR  HAVE  THEY  DETERMINED  WHETHER THIS PROSPECTUS IS ACCURATE OR
ADEQUATE.  ANY  REPRESENTATION  TO  THE  CONTRARY  IS  A  CRIMINAL  OFFENSE.
















                   The date of this prospectus is      , 1999

<PAGE>
                              ABOUT THIS PROSPECTUS

     This  prospectus  is part of a "shelf" registration statement that we filed
with the SEC. By using a shelf-registration statement, we may sell, from time to
time,  in  one or more offerings, any combination of the securities described in
this prospectus. The total dollar amount of the securities we sell through these
offerings will not exceed $400,000,000. This prospectus only provides you with a
general  description  of  the  securities  we  may  offer.  Each  time  we  sell
securities,  we  will  provide  you  with  a prospectus supplement that contains
specific  information  about  the  terms  of  the  securities being offered. The
prospectus  supplement  may  also add, update or change information contained in
this  prospectus.  You  should  read  both  this  prospectus  and any prospectus
supplement  together with the additional information described under the heading
"WHERE  YOU  CAN  FIND  MORE  INFORMATION"  on  page  23.

           CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

     We  have  made  statements  in this prospectus and may make statements in a
prospectus  supplement  that  are  "forward-looking" in that they do not discuss
historical  fact,  but instead note future expectations, projections, intentions
or  other items relating to the future. These forward-looking statements include
those  made  in  the  documents  incorporated  by  reference in this prospectus.

     Forward-looking  statements  are  subject  to  known  and  unknown  risks,
uncertainties  and  other facts that may cause our actual results or performance
to  differ materially from those contemplated by the forward-looking statements.
Many  of  those  factors  are  noted  in  conjunction  with  the forward-looking
statements  in the text. Other important factors that could cause actual results
to  differ  include:

- -     Our  inability  to  identify properties to acquire, effect acquisitions or
successfully integrate acquired properties and operations.  This inability could
result in decreased market penetration, adverse effects on results of operations
and  other  adverse  results. This same result could occur if the results of our
efforts  to  implement  our  property development strategy fail or we experience
public opposition to our development plans, construction delays or cost overruns
or  if  we  are  unable  to  obtain  necessary  permits.

- -     The  effect  of  economic  conditions. If an economic downturn occurs, the
demand  and rents for neighborhood and community shopping centers could fall and
adversely  affect  our  financial  condition  and  results  of  operations.  Our
financial  condition  and results of operations could also be adversely affected
if  our tenants are unable to make lease payments or fail to renew their leases.

- -     Failure to qualify as a REIT. We elected to be taxed as a REIT for federal
income  tax purposes for our taxable year ended December 31, 1998, and expect to
continue  to  elect  REIT status. Although we believe that we were organized and
have  been  operating in conformity with the requirements for qualification as a
REIT under the Internal Revenue Code, we cannot assure you that we will continue
to  qualify  as  a  REIT.

     Qualification  as  a  REIT involves the application of highly technical and
complex  Internal  Revenue  Code  provisions  for  which  there are only limited
judicial  or  administrative  interpretations. If in any taxable year we fail to
qualify  as  a  REIT,  we  would not be allowed a deduction for distributions to
shareholders  for  computing  taxable  income  and  would  be subject to federal
taxation  at  regular  corporate  rates. Unless entitled to statutory relief, we
would  also  be disqualified from treatment as a REIT for the four taxable years
following the year during which qualification was lost. As a result, our ability
to  make  distributions  to  our  shareholders would be adversely affected.  See
"Federal  Income  Tax  Consequences  -  REIT  Qualification"  on  page  11.

- -     The  cost of capital.  Our cost depends on many factors, some of which are
beyond  our  control,  including interest rates, ratings, prospects and outlook.

- -     Actions  of  our  competitors.  We  seek  to  remain  competitive  in  the
neighborhood and community shopping center real estate markets that we currently
serve.  We  do,  however,  compete  with  a number of other real estate oriented
companies,  some  of  which  have  greater  resources  than  we  do.

- -     Changes  in  government  regulations,  tax rates and similar matters.  For
example, changes in real estate and zoning laws, environmental uncertainties and
natural  disasters could adversely affect our financial condition and results of
operations.

- -     Unexpected  Year  2000  problems.  We  have completed an evaluation of our
software  and hardware information technology systems and determined that all of
our  critical  systems  are  Year  2000  compliant.  As  part  of  the  on-going
maintenance  of  our  information technology systems, we have identified certain
noncritical  software  and hardware which we must either upgrade or replace.  In
addition,  we  have completed the Year 2000 review of our systems not related to
information  technology  and  believe  we  are  Year  2000  compliant.

- -     Other  risks  are  detailed  in  our  SEC  reports  or  filings.

     We  do  not promise to update forward-looking information to reflect actual
results  or  changes  in  assumptions  or  other factors that could affect those
statements.

                                        2
<PAGE>
                                   THE COMPANY

     We are a real estate investment trust based in Houston, Texas.  We develop,
acquire  and  own anchored neighborhood community shopping centers.  To a lesser
degree,  we develop, acquire and own industrial real estate.  We have engaged in
these  activities  since  1948.

     As  of  July  31, 1999, we owned or had an equity interest in 235 operating
properties  consisting  of  28.7  million  square  feet of building area.  These
properties  consist of 184 shopping centers generally in the 100,000 to 4000,000
square  foot  range,  49 industrial projects, one multi-family apartment complex
and  one  office building.  Our properties are located in Texas (178 properties)
and  the  following  states:  Louisiana (11), Arizona (11), Nevada (8), Arkansas
(6),  New  Mexico  (5),  Oklahoma  (4), Tennessee (4), Kansas (3), Colorado (2),
Maine  (1),  Missouri  (1)  and Illinois (1).  Our shopping centers are anchored
primarily  by  supermarkets,  drugstores  and  other  retailers  that sell basic
necessity-type  items.  We  currently  lease  to  approximately  3,000 different
tenants  under  4,000  separate  leases.  At  July 31, 1999, our properties were
92.7%  occupied.

     Our  executive  offices are located at 2600 Citadel Plaza Drive, Suite 300,
Houston,  Texas  77008,  and  our  telephone  number  (713)  866-6000.

                                 USE OF PROCEEDS

     We  intend  to  use  the  net  proceeds from the sale of the securities for
general  corporate  purposes,  including  working  capital,  acquisitions  and
development,  repayment  or  refinancing  of  debt,  capital  expenditures

and  other  general  corporate  purposes.  We  will  describe in each prospectus
supplement  any  proposed  use  of  proceeds.

                                        3
<PAGE>
                  RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
                          AND PREFERRED SHARE DIVIDENDS

     The  following  table  sets  forth  the ratio of earnings to combined fixed
charges  and  preferred  share  dividends  and  of  funds from operations before
interest expense to combined fixed charges and preferred share dividends for the
periods  shown:

<TABLE>
<CAPTION>
                                                                                Six Months
                                                Years Ended December 31,      Ended June 30,
                                            ---------------------------------  ------------
                                            1994   1995   1996   1997   1998   1998   1999
                                            -----  -----  -----  -----  -----  -----  -----
<S>                                         <C>    <C>    <C>    <C>    <C>    <C>    <C>
Ratio of Earnings to Combined Fixed
Charges and Preferred Share Dividends. . .  4.16x  3.05x  3.17x  2.70x  2.26x  2.29x  1.97x

Ratio of Funds from Operations to
Combined Fixed Charges and Preferred Share
Dividends. . . . . . . . . . . . . . . . .  6.18x  4.51x  4.32x  3.77x  3.26x  3.38x  2.82x
</TABLE>

     The  ratios  of  earnings  to  combined  fixed  charges and preferred share
dividends  were  computed  by  dividing earnings by the sum of fixed charges and
preferred  share dividends.  The ratios of funds from operations before interest
expense to combined fixed charges and preferred share dividends were computed by
dividing  funds  from  operations  before  interest  expense by the sum of fixed
charges  and  preferred  share  dividends.

     For  these  purposes, earnings consist of income before extraordinary items
plus  fixed  charges  (excluding interest costs capitalized) and preferred share
dividends.  Funds from operations before interest expense consists of net income
plus  depreciation  and  amortization  of  real  estate  assets,  interest  on
indebtedness  and  extraordinary  charges,  less  gains  and  losses on sales of
properties  and  securities.

                          DESCRIPTION OF CAPITAL SHARES

     Our  declaration  of  trust  provides  that  we may issue up to 160,000,000
shares  of  beneficial  interest,  consisting  of 150,000,000 common shares, par
value $0.03 per share and 10,000,000 preferred shares, par value $.03 per share.
At  July 31, 1999, 26,692,018 common shares, 3,000,000 7.44% Series A Cumulative
Redeemable  Preferred  Shares,  3,600,000  7.125% Series B Cumulative Redeemable
Preferred  Shares  and  2,300,000  7.0% Series C Cumulative Redeemable preferred
shares  were  issued  and  outstanding.

COMMON  SHARES

     Holders  of  our common shares are entitled to one vote per share. There is
no  cumulative  voting  in the election of trust managers. The board may declare
dividends  on common shares in its discretion if funds are legally available for
those  purposes. On liquidation, common shareholders are entitled to receive pro
rata  any  of  our  remaining  assets,  after  we  satisfy  or  provide  for the
satisfaction of all liabilities and obligations on our preferred shares, if any.
Common  shareholders  do not have conversion, redemption or preemptive rights to
subscribe  for  or  purchase  any  of  our  capital  shares or  any of our other
securities.

PREFERRED  SHARES

     Under  our  declaration  of  trust,  the  board  is  authorized,  without
shareholder  approval, to issue preferred shares in one or more series, with the
designations,  powers,  preferences,  rights,  qualifications,  limitations  and
restrictions  as  the  board  determines.  Thus,  the board, without shareholder
approval,  could  authorize  the  issuance  of  preferred  shares  with  voting,
conversion  and  other  rights  that could adversely affect the voting power and
other rights of our common shareholders or that could make it more difficult for
another  entity  to  enter  into  a  business  combination  with  us.

DEPOSITARY  SHARES

     We may issue receipts for depositary shares, each of which will represent a
fractional  interest  of  a share of a particular series of preferred shares, as
specified in the applicable prospectus supplement.  The preferred shares of each
series  represented  by  depositary  shares  will  be deposited under a separate
deposit  agreement  among  us, the depositary named in the deposit agreement and
the  holders of the depositary receipts.  Subject to the terms of the applicable
deposit  agreement,  each  owner  of  a  depositary receipt will be entitled, in
proportion  to  the  fractional  interest  of  a share of a particular series of
preferred  shares  represented  by  the  depositary  shares  evidenced  by  the
depositary  receipt,  to  all the rights and preferences of the preferred shares
represented  by  the  depositary shares (including dividend, voting, conversion,
redemption  and  liquidation  rights)  as  designated  by  our  board.

                                        4
<PAGE>
     The  depositary  shares  will  be  evidenced  by depositary receipts issued
pursuant to the applicable deposit agreement. Immediately following our issuance
and  delivery  of  the  preferred  shares  to  the depositary, we will cause the
depositary  to  issue,  on our behalf, the depositary receipts.  This summary of
our  depositary  shares  is  not  complete.  You  should refer to the applicable
prospectus  supplement,  provisions  of the deposit agreement and the depositary
receipts  that  will  be  filed  with  the  SEC  as  part of the offering of any
depositary shares.  To obtain copies of these documents, see "WHERE YOU CAN FIND
MORE  INFORMATION"  on  page  23.

RESTRICTIONS  ON  OWNERSHIP

     In  order  for us to qualify as a REIT under the Internal Revenue Code, not
more  than  50%  in  value  of  our  outstanding  capital  shares  may be owned,
directly  or  indirectly, by five or fewer individuals during the last half of a
taxable  year. In addition, our capital shares must be beneficially owned by 100
or  more  persons  during  at  least 335 days of a taxable year of 12 months, or
during  a  proportionate  part  of  a  shorter  taxable  year.

     Because the board believes it is essential for us to continue to qualify as
a  REIT,  our declaration of trust generally provides that no holder may own, or
be  deemed to own by virtue of the attribution provisions of the Code, more than
9.8% of our total outstanding capital shares. Any transfer of shares will not be
valid  if  it  would:

- -     create  a direct or indirect ownership of shares in excess of  9.8% of our
total  outstanding  capital  shares;

- -     result  in  shares  being  owned  by  fewer  than  100  persons;

- -     result in our being "closely held" within the meaning of Section 856(h) of
the  Code;  or

- -     result  in  our  disqualification  as  a  REIT.

     Shares  in  excess  of  9.8%  of  our total outstanding capital shares will
automatically  be  deemed  to be transferred to us as trustee of a trust for the
exclusive  benefit  of  the  transferees  to whom those shares may ultimately be
transferred  without  violating  the 9.8% ownership limit. While in trust, these
shares will not be entitled to vote (except as required by law), and will not be
entitled  to participate in dividends or other distributions. These shares would
be  treated  as  if offered to us for sale at a price equal to the lesser of the
price  paid  for  the  shares  and the market price of the shares on the date we
accept  the  offer  to  purchase  the  shares. We have the right to purchase the
shares  for 90 days after the transfer of shares which resulted in a shareholder
owning  in  excess of 9.8% of our total outstanding shares or our trust managers
determine that a transfer resulting in a shareholder owning in excess of 9.8% of
our  outstanding  shares  has  occurred.  All  certificates representing capital
shares  will  bear  a  legend  referring  to  the  restrictions described above.

     These  restrictions  on  ownership  may  have  the effect of precluding the
acquisition  of  control  unless  the  board  and  shareholders  determine  that
maintenance  of  REIT  status  is  no  longer  in  our  best  interests.

                       DESCRIPTION OF SECURITIES WARRANTS

     We  may  issue  securities  warrants  for  the purchase of debt securities,
preferred  shares  or  common  shares.  We  may  issue  securities  warrants
independently  or  together  with  debt  securities,  preferred shares or common
shares  or  attached  to  or separate from the offered securities. We will issue
each series of securities warrants under a separate warrant agreement between us
and  a  bank  or  trust  company  as  warrant  agent.

                                        5
<PAGE>
     The  warrant  agent  will  act  solely  as our agent in connection with the
securities  warrants  and  will  not  act for or on behalf of securities warrant
holders.  This  summary  of  the securities warrants is not complete. You should
refer  to  the  applicable  prospectus supplement, and provisions of the warrant
agreement  that  will  be  filed  with  the  SEC  as part of the offering of any
securities  warrants.  To  obtain  copies of these documents, see "WHERE YOU CAN
FIND  MORE  INFORMATION"  on  page  23.

                         DESCRIPTION OF DEBT SECURITIES

     The senior debt securities will be issued under a senior indenture dated as
of  May  1,  1995  between  us and Chase Bank of Texas, National Association, as
trustee,  and  the  subordinated  debt  securities  will  be  issued  under  a
subordinated  indenture  dated  as  of  May 1, 1995 between us and Chase Bank of
Texas,  National  Association,  as  trustee.  The term "trustee" as used in this
prospectus  refers to any bank that we may appoint as trustee under the terms of
the  applicable  indenture, in its capacity as trustee for the senior securities
or  the  subordinated  securities.

          We  have  summarized  specific terms and provisions of the indentures.
The  summary  is  not  complete.  If  we  refer  to particular provisions of the
indentures,  the provisions, including definitions of terms, are incorporated by
reference  as  a part of the summary. We have included references to articles or
section  numbers of the applicable indenture so that you can easily locate these
provisions  in  the  indentures.  The  indentures  are  filed as exhibits to the
registration  statement of which this prospectus is a part, and are incorporated
by  reference.  You  should  refer to the indentures for provisions which may be
important to you. The indentures are subject to the Trust Indenture Act of 1939,
as  amended.  To  obtain  copies of the indentures, see "WHERE YOU CAN FIND MORE
INFORMATION"  on  page  23.

GENERAL

     The  debt  securities  will  be  direct, unsecured general obligations. The
senior  debt  securities  will  rank equally with all of our other unsecured and
unsubordinated  indebtedness.  The  subordinated  debt  securities  will  be
subordinated in right of payment to the prior payment in full of our senior debt
securities.  See  "Subordinated  Debt  Securities"  on  page  7.

     The  indentures  do  not  limit  the  amount of debt securities that we can
offer.  Each  indenture  allows  us to issue debt securities up to the principal
amount  that  may  be  authorized by us. We may issue additional debt securities
without  your  consent.  We may issue debt securities in one or more series. All
debt  securities  of  one series need not be issued at the same time and, unless
otherwise provided, a series may be reopened, without the consent of the holders
of  the  debt  securities  of  such  series,  for  issuances  of additional debt
securities  of  such  series.  (Section  301)

     A  prospectus  supplement  and  any supplemental indentures relating to any
series  of debt securities being offered will include specific terms relating to
the  offering.  These  terms  will  include  some  or  all  of  the  following:

- -     the  title,  type  and  amount  of  the  debt  securities;

- -     the  total  principal  amount  and  priority  of  the  debt  securities;

- -     the  percentage  of the principal amount at which the debt securities will
be  issued  and  any  payments  due  if  the  maturity of the debt securities is
accelerated;

- -     the  dates  on which the principal of the debt securities will be payable;

- -     the  interest  rates  (which  may  be  fixed  or  variable) which the debt
securities  will  bear,  or  the  method  for  determining  rates;

- -     the  dates  from which the interest on the debt securities will accrue and
be  payable,  or the method of determining those dates, and any record dates for
the  payments  due;

- -     any  provisions  for  redemption,  conversion  or  exchange  of  the  debt
securities,  at our option or otherwise, including the periods, prices and terms
of  redemption  or  conversion;

- -     any  sinking  fund  or  similar  provisions,  which  would  obligate us to
repurchase  or  otherwise  redeem  the  debt securities, along with the periods,
prices  and  terms  of  redemption,  purchase  or  repayment;

                                        6
<PAGE>
- -     the amount or percentage payable if we accelerate the maturity of the debt
securities,  if  other  than  the  principal  amount;

- -     any  changes  to or additional events of default or covenants set forth in
the  indentures;

- -     the  terms  of  subordination,  if  any;

- -     any  special tax implications of the debt securities, including provisions
for  original  issue  discount  securities;  and

- -     any  other  terms  consistent  with  the  indenture.

     The  debt  securities may be issued in registered, bearer, coupon or global
form. We may authorize and determine the terms of a series of debt securities by
resolution  of our board of trust managers or the pricing committee of our board
of  trust  managers  or  through  a  supplemental  indenture.  Unless  otherwise
described in the applicable prospectus supplement, we will issue debt securities
only  in denominations of $1,000 and integral multiples of that amount. (Section
301)

SENIOR  DEBT  SECURITIES

     Any  additional  senior debt securities we issue will rank equally in right
of  payment  with  the senior debt securities offered by this prospectus and the
applicable  prospectus  supplement.  Further,  the  senior  indenture  does  not
prohibit  us  from  issuing  additional debt securities that may rank equally in
right  of  payment  to  the  senior  debt  securities.

     Any senior debt securities offered pursuant to the senior indenture will be
senior  in right of payment to all subordinated debt securities issued under the
subordinated  indenture.

SUBORDINATED  DEBT  SECURITIES

     The  subordinated debt securities will have a junior position to all of our
senior  debt.  Under  the  subordinated  indenture,  payment  of  the principal,
interest  and  any premium on the subordinated debt securities will generally be
subordinated  and junior in right of payment to the prior payment in full of all
senior  debt.  The subordinated indenture provides that no payment of principal,
interest  and any premium on the subordinated debt securities may be made in the
event:

- -     of  any  insolvency,  bankruptcy or similar proceeding involving us or our
properties;  or

- -     we  fail  to pay the principal, interest, any premium or any other amounts
on  any  senior  debt  when  due.

     The subordinated indenture will not limit the amount of senior debt that we
may  incur.  All  series  of  subordinated  debt  securities  as  well  as other
subordinated debt issued under the subordinated indenture will rank equally with
each  other  in  right  of  payment.

     The subordinated indenture prohibits us from making a payment of principal,
premium, interest, or sinking fund payments for the subordinated debt securities
during  the  continuance  of any default on senior debt or any default under any
agreement  pursuant to which the senior debt was issued beyond the grace period,
unless  and  until  the  default  on  the  senior  debt  is  cured  or  waived.
(Subordinated  Indenture  Article  Sixteen)

     Upon  any  distribution  of  our assets in connection with any dissolution,
winding up, liquidation, reorganization, bankruptcy or other similar proceeding,
the  holders  of  all  senior  debt securities will first be entitled to receive
payment  in  full  of  the principal, any premium and interest due on the senior
debt  before  the  holders  of  the subordinated debt securities are entitled to
receive  any  payment.  (Subordinated Indenture Article Sixteen) Because of this
subordination,  if  we  become  insolvent,  our creditors who are not holders of
senior  debt  or  of the subordinated debt securities may recover less, ratably,
than  holders  of senior debt but may recover more, ratably, than holders of the
subordinated  debt  securities.

GLOBAL  CERTIFICATES

     Unless  the  prospectus  supplement  otherwise provides, we will issue debt
securities  as  one  or more global certificates that will be deposited with The
Depositary  Trust  Company.  Unless  otherwise  specified  in  the  applicable
prospectus  supplement,  debt  securities  issued  in  the  form  of  a  global
certificate to be deposited with DTC will be represented by a global certificate
registered  in the name of DTC or its nominee. This means that we will not issue
certificates  to  each holder. Generally, we will issue global securities in the
total  principal  amount  of the debt securities in a series. Debt securities in
the  form of a global certificate may not be transferred except as a whole among
DTC,  its  nominee  or  a  successor  to  DTC and any nominee of that successor.

                                        7
<PAGE>
     We  may  determine  not  to use global certificates for any series. In that
event,  we  will  issue  debt  securities  in  certificate  form.

     The  laws  of  some  jurisdictions  require  that  certain  purchasers  of
securities  take physical delivery of securities in certificate form. Those laws
and  some  conditions on transfer of global securities may impair the ability to
transfer  interests  in  global  securities.

OWNERSHIP  OF  GLOBAL  SECURITIES

     So long as DTC or its nominee is the registered owner of a global security,
that  entity  will be the sole holder of the debt securities represented by that
instrument.  Both  we  and  the  trustee  are  only required to treat DTC or its
nominee  as  the  legal  owner  of  those  securities for all purposes under the
indenture.

     Unless otherwise specified in this prospectus or the prospectus supplement,
no  actual purchaser of debt securities represented by a global security will be
entitled  to  receive  physical  delivery  of certificated securities or will be
considered  the  holder of those securities for any purpose under the indenture.
In  addition,  no  actual  purchaser will be able to transfer or exchange global
securities  unless  otherwise  specified  in  this  prospectus or the prospectus
supplement.  As  a  result, each actual purchaser must rely on the procedures of
DTC  to  exercise any rights of a holder under the indenture. Also, if an actual
purchaser  is  not  a  DTC  participant,  the  actual purchaser must rely on the
procedures  of  the  participant  through which it owns its interest in a global
security.

THE  DEPOSITARY  TRUST  COMPANY

     The  following  is based on information furnished by DTC and applies to the
extent  that  it  is the depositary, unless otherwise provided in the prospectus
supplement.

     Registered  Owner.  The  debt securities will be issued as fully registered
securities  in  the name of Cede & Co. (which is DTC's partnership nominee). The
trustee  will  deposit the global security with the depositary. The deposit with
the  depositary  and  its registration in the name of Cede & Co. will not change
the  nature of the actual purchaser's ownership interest in the debt securities.

     DTC's  Organization. DTC is a limited purpose trust company organized under
the  New  York  Banking Law, a "banking organization" within the meaning of that
law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning  of  the  New  York  Uniform  Commercial  Code  and  a "clearing agency"
registered under the provisions of Section 17A of the Securities Exchange Act of
1934,  as  amended.

     DTC  is  owned  by  a number of its direct participants, the New York Stock
Exchange,  Inc.,  the American Stock Exchange, Inc. and the National Association
of  Securities  Dealers, Inc. Direct participants include securities brokers and
dealers,  banks,  trust  companies,  clearing  corporations  and  certain  other
organizations  who  directly participate in DTC. Other entities may access DTC's
system  by clearing transactions through or maintaining a custodial relationship
with  direct  participants. The rules applicable to DTC and its participants are
on  file  with  the  SEC.

     DTC's  Activities.  DTC holds securities that its participants deposit with
it.  DTC  also  facilitates  the  settlement  among  participants  of securities
transactions,  such  as  transfers  and pledges, in deposited securities through
electronic  computerized  book-entry changes in participants' accounts. Doing so
eliminates  the  need  for  physical  movement  of  securities  certificates.

     Participants' Records. Except as otherwise provided in this prospectus or a
prospectus supplement, purchases of debt securities must be made by or through a
direct  participant,  which  will  receive  a credit for the securities on DTC's
records. The purchaser's interest is in turn to be recorded on the participants'
records.  Actual  purchasers  will not receive written confirmations from DTC of
their  purchase,  but  they  generally receive confirmations along with periodic
statements  of  their  holdings from the participants through which they entered
into  the  transaction.

     Transfers  of  interests in the global securities will be made on the books
of  the  participants  on  behalf  of  the  actual  purchasers.  Certificates
representing the interest of the actual purchasers in the securities will not be
issued unless the use of global securities is suspended. DTC has no knowledge of
the  actual  purchasers  of  global  securities.  DTC's records only reflect the
identity  of  the direct participants who are responsible for keeping account of
their  holdings  on  behalf  of  their  customers.

                                        8
<PAGE>
     Notices  Among  the Depositary, Participants and Actual Owners. Notices and
other  communications by DTC, its participants and the actual purchasers will be
governed  by  arrangements  among  them,  subject  to  any legal requirements in
effect.

     Voting  Procedures.  Neither  DTC  nor Cede & Co. will give consents for or
vote  the  global  securities.  DTC  generally mails an omnibus proxy to us just
after  the applicable record date. That proxy assigns Cede & Co.'s voting rights
to the direct participants to whose accounts the securities are credited at that
time.

     Payments.  Principal  and interest payments made by us will be delivered to
DTC. DTC's practice is to credit direct participants' accounts on the applicable
payment date unless it has reason to believe that it will not receive payment on
that  date.  Payments  by  participants to actual purchasers will be governed by
standing  instructions  and  customary practices, as is the case with securities
held  for  customers  in  bearer  form  or  registered  in "street name."  Those
payments will be the responsibility of that participant, not DTC, the trustee or
us,  subject  to  any  legal  requirements  in  effect  at  that  time.

     We  are responsible for payment of principal, interest and premium, if any,
to  the  trustee,  who  is  responsible to pay it to DTC. DTC is responsible for
disbursing  those  payments  to  direct  participants.  The  participants  are
responsible  for  disbursing  payment  to  the  actual  purchasers.

TRANSFER  OR  EXCHANGE  OF  DEBT  SECURITIES

     You may transfer or exchange debt securities (other than global securities)
without  a  service charge at the corporate trust office of the trustee. You may
also  surrender debt securities (other than global securities) for conversion or
registration  of transfer without a service charge at the corporate trust office
of  the trustee. You must execute a proper form of transfer and pay any taxes or
other  governmental  charges  resulting  from  that  action.

TRANSFER  AGENT

     If  we  designate  a  transfer  agent  (in  addition  to  the trustee) in a
prospectus  supplement, we may at any time rescind this designation or approve a
change  in  the  location  through  which any such transfer agent acts. We will,
however, be required to maintain a transfer agent in each place of payment for a
series  of  debt  securities.  We  may at any time designate additional transfer
agents  for  a  series  of  debt  securities.

COVENANTS

     Under  the  indentures,  we  are  required  to:

- -     pay  the  principal,  interest and any premium on the debt securities when
due;

- -     maintain  a  place  of  payment;

- -     deliver  a  report to the trustee at the end of each fiscal year reviewing
our  obligations  under  the  indentures;  and

- -     deposit  sufficient  funds with any paying agent on or before the due date
for  any  principal,  interest  or  any  premium.

EVENTS  OF  DEFAULT,  NOTICE  AND  WAIVER

     Events  of  default  under the indentures for any series of debt securities
include:

- -     failure for 30 days to pay interest on any debt securities of that series;

- -     failure  to  pay  principal  or premium, if any, of any debt securities of
that  series;

- -     failure  to  pay  any  sinking  fund  payment  when  due;

- -     failure  to perform any other covenants contained in the indentures (other
than  a  covenant added to the indentures solely for the benefit of a particular
series  of debt securities), which continues for 60 days after written notice as
provided  in  the  indenture;

- -     default  under  any  of  our  other  debt  instruments  with  an aggregate
principal  amount  outstanding  of  at  least  $10,000,000;  or

- -     events  of  bankruptcy, insolvency or reorganization, or court appointment
of  a  receiver,  liquidator  or  trustee.

     An  event  of  default  for a particular series of debt securities does not
necessarily  constitute  an  event  of  default  for  any  other  series of debt
securities  issued  under  an  indenture. The trustee may withhold notice to the
holders of debt securities of any default (except in the payment of principal or
interest) if it considers such withholding of notice to be in the best interests
of  the  holders.

                                        9
<PAGE>
     If  an  event  of  default  for  any  series  of debt securities occurs and
continues,  the  trustee  or  the holders of at least 25% of the total principal
amount  of the debt securities of the series may declare the entire principal of
that  series due and payable immediately. (Section 502)  The trustee will not be
charged  with  knowledge of any event of default other than  our failure to make
principal,  interest  or sinking fund payments unless written notice is received
by  the  trustee  or  the  trustee  has  actual  notice of the event of default.
(Section  602)  If  this  happens,  the  holders  of a majority of the aggregate
principal  amount  of  the debt securities of that series can generally void the
declaration.  (Section  502)

     The indentures limit the right to institute legal proceedings. No holder of
any  debt  securities  will  have  the right to bring a claim under an indenture
unless:

- -     the  holder  has  given  written  notice  of  default  to  the  trustee;

- -     the holders of not less than 25% of the aggregate principal amount of debt
securities  of  that  series shall have made a written request to the trustee to
bring  the  claim and furnished the trustee reasonable indemnification as it may
require;

- -     the  trustee  has not commenced an action within 60 days of receipt of the
notice;  and

- -     no  direction inconsistent with a request has been given to the trustee by
the holders of not less than a majority of the aggregate principal amount of the
debt  securities.  The  holders  of  debt  securities may enforce payment of the
principal of or premium, if any, or interest on their debt securities. No holder
of  debt securities of a particular series has the right to prejudice the rights
or  obtain  priority  or  preference over the rights of any other holder of debt
securities  of  that  series.  (Section  507)

     The  holders  of  a majority in aggregate principal amount of any series of
debt  securities  may  direct  the  time,  method  and  place  of conducting any
proceeding  for  any  remedy  available  to  the trustee or exercising any power
conferred on the trustee with respect to the securities of any series; provided,
however,  that

- -     the  direction  does  not  conflict  with any rule of law or an indenture,

- -     the  trustee  may  take any action it deems proper and which is consistent
with  the  direction  of  the  holders,  and

- -     the trustee is not required to take any action that would unduly prejudice
the holders of the debt securities not taking part in the action or would impose
personal  liability  on  the  trustee.  (Section  512)

     Each  indenture  provides  that,  if  an event of default has occurred, the
trustee  is  to use the degree of care a prudent person would use in the conduct
of  his  own affairs. (Section 602)  Subject to those provisions, the trustee is
under  no  obligation to exercise any of its rights or powers under an indenture
at  the  request of any of the holders of the debt securities of a series unless
they  have  furnished  to the trustee reasonable security or indemnity. (Section
602)

     We  will  be  required  to  furnish to the trustee in an annual statement a
notice  as  to  our  fulfillment  of  all  of our obligations under the relevant
indenture.  (Section  1007)

MODIFICATION  OF  THE  INDENTURES

     In  order  to  change or modify an indenture, we must obtain the consent of
holders  of  at  least  a  majority  in principal amount of all outstanding debt
securities  affected  by  that  change.  The  consent  of  holders of at least a
majority  in  principal  amount of each series of outstanding debt securities is
required  to  waive compliance by us with specific covenants in an indenture. We
must  obtain  the  consent  of  each  holder  affected  by  a  change:

- -     to  extend  the  maturity;  reduce  the  principal,  redemption premium or
interest  rate;

- -     change  the  place of payment, or the coin or currency, for payment; limit
the  right  to  sue  for  payment;

- -     reduce  the  level of consents needed to approve a change to an indenture;
or  modify  any of the foregoing provisions or any of the provisions relating to
the waiver of certain past defaults or certain covenants, except to increase the
required  level of consents needed to approve a change to an indenture. (Article
Nine)

                                       10
<PAGE>
DEFEASANCE

     We  may  defease the debt securities of a series, which means that we would
satisfy our duties under that series before maturity. We may do so by depositing
with  the  trustee, in trust for the benefit of the holders, sufficient funds to
pay  the  entire  indebtedness  on that series, including principal, premium, if
any,  and  interest. We must also comply with other conditions before we defease
the  debt  securities.  We must deliver an opinion of counsel to the effect that
the  holders  of  that  series will have no federal income tax consequences as a
result  of  that  deposit.  (Article  Fourteen)

CONVERSION

     Debt  securities  may be convertible into or exchangeable for common shares
or  preferred  shares.  The prospectus supplement will describe the terms of any
conversion  rights.  To  protect  our status as a REIT,  debt securities are not
convertible  if, as a result of that conversion, any person would then be deemed
to  own,  directly  or  indirectly,  more  than  9.8%  of  our  capital  shares.

MERGER,  CONSOLIDATION  AND  SALE  OF  ASSETS

     Each  indenture  generally  permits us to consolidate or merge with another
corporation.  The  indentures also permit us to sell all or substantially all of
our property and assets. If this happens, the remaining or acquiring corporation
shall  assume  all  of our responsibilities and liabilities under the indentures
including  the payment of all amounts due on the debt securities and performance
of  the  covenants  in  the  indentures.

     However,  we  will  only  consolidate  or  merge  with  or  into  any other
corporation  or  sell  all  or  substantially all of our assets according to the
terms  and  conditions of the indentures. The remaining or acquiring corporation
will  be  substituted for us in the indentures with the same effect as if it had
been  an original party to the indentures. Thereafter, the successor corporation
may  exercise  our  rights and powers under any indenture, in our name or in its
own name. Any act or proceeding required or permitted to be done by our board of
trust  managers  or  any of our officers may be done by the board or officers of
the  successor  corporation.  (Article  Eight)

                         FEDERAL INCOME TAX CONSEQUENCES

GENERAL

     The  following summary of material federal income tax consequences that may
be relevant to a holder of common shares is based on current law, is for general
information  only  and  is not intended as tax advice. The following discussion,
which  is  not  exhaustive  of all possible tax consequences, does not include a
detailed discussion of any state, local or foreign tax consequences. Nor does it
discuss  all of the aspects of federal income taxation that may be relevant to a
prospective  shareholder  in  light of his or her particular circumstances or to
certain  types  of  shareholders  (including  insurance  companies,  tax-exempt
entities,  financial  institutions  or  broker-dealers, foreign corporations and
persons  who are not citizens or residents of the United States and shareholders
holding securities as part of a conversion transaction, a hedging transaction or
as  a  position  in  a  straddle  for  tax  purposes) who are subject to special
treatment  under  the  federal  income  tax  laws.

     The  statements  in  this discussion are based on current provisions of the
Internal  Revenue  Code  existing,  temporary  and  currently  proposed Treasury
Regulations  under  the  Internal  Revenue  Code, the legislative history of the
Internal  Revenue Code, existing administrative rulings and practices of the IRS
and  judicial decisions. No assurance can be given that legislative, judicial or
administrative  changes  will  not affect the accuracy of any statements in this
discussion  with  respect  to transactions entered into or contemplated prior to
the effective date of such changes. Any such change could apply retroactively to
transactions  preceding  the  date  of the change. We do not plan to request any
rulings  from  the  IRS  concerning our tax treatment and the statements in this
discussion  are  not  binding  on  the IRS or any court. Thus, we can provide no
assurance  that  these statements will not be challenged by the IRS or that such
challenge  will  not  be  sustained  by  a  court.

     THIS  DISCUSSION  IS NOT INTENDED AS A SUBSTITUTE FOR CAREFUL TAX PLANNING.
EACH PROSPECTIVE PURCHASER OF COMMON STOCK IS ADVISED TO CONSULT WITH HIS OR HER
OWN  TAX  ADVISOR  REGARDING  THE SPECIFIC TAX CONSEQUENCES TO HIM OR HER OF THE
PURCHASE,  OWNERSHIP AND DISPOSITION OF COMMON STOCK IN AN ENTITY ELECTING TO BE
TAXED  AS  A  REIT,  INCLUDING  THE FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX
CONSEQUENCES  OF  SUCH  PURCHASE,  OWNERSHIP,  DISPOSITION  AND ELECTION, AND OF
POTENTIAL  CHANGES  IN  APPLICABLE  TAX  LAWS.

                                       11
<PAGE>
     We  have  elected to be treated as a REIT under Sections 856 through 860 of
the  Internal  Revenue  Code for federal income tax purposes commencing with our
taxable year ended December 31, 1989. We believe that we have been organized and
have  operated  in  a  manner  that  qualifies  for taxation as a REIT under the
Internal  Revenue  Code.  We  also believe that we will continue to operate in a
manner  that  will  preserve our status as a REIT. We cannot however, assure you
that  such  requirements  will  be  met  in  the  future.

     We  have  received  an  opinion  from  Locke  Liddell & Sapp LLP, our legal
counsel,  to  the  effect that we qualified as a REIT under the Internal Revenue
Code  for  our  taxable year ended December 31, 1998, we have been organized and
our  manner  of  operation  has  been  in  conformity  with the requirements for
qualification  and taxation as a REIT as of the date of this prospectus and that
our  proposed  manner of operation and diversity of equity ownership will enable
us  to  continue  to satisfy the requirements for qualification as a REIT in the
future  if  we  operate  in  accordance with the methods of operations described
herein  including  our  representations  concerning  our  intended  method  of
operation. However, you should be aware that opinions of counsel are not binding
on  the  IRS  or  on  the  courts,  and,  if  the  IRS  were  to challenge these
conclusions, no assurance can be given that these conclusions would be sustained
in  court.  The  opinion  of  Locke  Liddell  &  Sapp  LLP  is  based on various
assumptions  as  well  as  on  certain  representations made by us as to factual
matters,  including  a  factual  representation letter provided by us. The rules
governing  REITs  are  highly  technical  and  require ongoing compliance with a
variety  of  tests that depend, among other things, on future operating results,
asset  diversification,  distribution  levels  and diversity of stock ownership.
Locke  Liddell  &  Sapp  LLP  will  not  monitor  our  compliance  with  these
requirements.  While  we  expect  to  satisfy these tests, and will use our best
efforts  to  do so, no assurance can be given that we will qualify as a REIT for
any  particular  year,  or that the applicable law will not change and adversely
affect  us  and  our  shareholders.  See  "Failure  to  Qualify as a REIT."  The
following  is  a  summary  of  the  material  federal  income tax considerations
affecting  us  as  a REIT and our shareholders. This summary is qualified in its
entirety  by the applicable Internal Revenue Code provisions, relevant rules and
regulations  promulgated under the Internal Revenue Code, and administrative and
judicial  interpretations  of  the  Internal  Revenue  Code  and these rules and
regulations.

REIT  QUALIFICATION

     We  must  be  organized  as an entity that would, if we do not maintain our
REIT  status,  be  taxable  as  a  regular corporation. We cannot be a financial
institution  or  an  insurance  company. We must be managed by one or more trust
managers.  Our  taxable year must be the calendar year. Our beneficial ownership
must  be evidenced by transferable shares. Our capital shares must be held by at
least  100  persons  during  at least 335 days of a taxable year of 12 months or
during  a  proportionate part of a taxable year of less than 12 months. Not more
than  50% of the value of the shares of our capital shares may be held, directly
or  indirectly,  applying  the  applicable  constructive  ownership rules of the
Internal  Revenue Code, by five or fewer individuals at any time during the last
half  of  each  of  our  taxable  years.  We must also meet certain other tests,
described below, regarding the nature of our income and assets and the amount of
our  distributions.

     Our outstanding common shares are owned by a sufficient number of investors
and  in  appropriate  proportions  to permit us to satisfy these share ownership
requirements.  To  protect  against  violations  of  these  share  ownership
requirements,  our  declaration of trust provides that no person is permitted to
own,  applying  constructive  ownership  tests set forth in the Internal Revenue
Code, more than 9.8% of our outstanding common shares, unless the trust managers
(including  a  majority of the independent trust managers) are provided evidence
satisfactory  to  them in their sole discretion that our qualification as a REIT
will  not  be  jeopardized.  In  addition,  our  declaration  of  trust contains
restrictions  on  transfers  of  capital  shares,  as  well  as  provisions that
automatically  convert  common  shares into excess securities to the extent that
the  ownership  otherwise  might jeopardize our REIT status. These restrictions,
however  may not ensure that we will, in all cases, be able to satisfy the share
ownership  requirements.  If  we  fail  to  satisfy  these  share  ownership
requirements, except as provided in the next sentence, our status as a REIT will
terminate. However, if we comply with the rules contained in applicable Treasury
Regulations  that require us to ascertain the actual ownership of our shares and
we  do  not  know,  or  would  not have known through the exercise of reasonable
diligence,  that  we failed to meet the 50% requirement described above, we will
be  treated  as  having  met  this  requirement.  See the section below entitled
"Failure  to  Qualify  as  a  REIT."

                                       12
<PAGE>
     To  monitor  our  compliance  with the share ownership requirements, we are
required  to  and  we do maintain records disclosing the actual ownership of our
common  shares.  To  do so, we will demand written statements each year from the
record  holders of certain percentages of shares in which the record holders are
to  disclose  the  actual  owners  of  the shares (i.e., the persons required to
include  in gross income the REIT dividends). A list of those persons failing or
refusing  to  comply with this demand will be maintained as part of our records.
Shareholders  who  fail  or  refuse  to  comply  with  the  demand must submit a
statement  with  their tax returns disclosing the actual ownership of the shares
and  certain  other  information.

     We  currently  satisfy,  and  expect  to continue to satisfy, each of these
requirements  discussed above. We also currently satisfy, and expect to continue
to  satisfy, the requirements that are separately described below concerning the
nature  and  amounts  of our income and assets and the levels of required annual
distributions.

     Sources  of  Gross  Income.  In order to qualify as a REIT for a particular
year,  we  also  must meet two tests governing the sources of our income - a 75%
gross  income  test  and  a  95%  gross income test. These tests are designed to
ensure  that  a  REIT  derives  its  income principally from passive real estate
investments. The Internal Revenue Code allows a REIT to own and operate a number
of  its  properties  through wholly-owned subsidiaries which are "qualified REIT
subsidiaries."  The  Internal  Revenue  Code  provides  that  a  qualified  REIT
subsidiary  is  not  treated  as  a separate corporation, and all of its assets,
liabilities  and  items  of  income, deduction and credit are treated as assets,
liabilities  and  items  of  income  of  the  REIT.

     In  the  case  of  a  REIT which is a partner in a partnership or any other
entity  such as a limited liability company that is treated as a partnership for
federal  income tax purposes, Treasury Regulations provide that the REIT will be
deemed  to  own  its proportionate share of the assets of the partnership. Also,
the  REIT will be deemed to be entitled to its proportionate share of the income
of  the  partnership.  The  character  of  the  assets  and  gross income of the
partnership  retains the same character in the hands of the REIT for purposes of
Section  856 of the Internal Revenue Code, including satisfying the gross income
tests and the asset tests. Thus, our proportionate share of the assets and items
of  income  of  any  partnership  in which we own an interest are treated as our
assets  and  items of income for purposes of applying the requirements described
in  this  discussion,  including  the  income  and  asset tests described below.

     75%  Gross  Income  Test.  At  least  75% of a REIT's gross income for each
taxable  year  must be derived from specified classes of income that principally
are  real estate related. The permitted categories of principal importance to us
are:

- -     rents  from  real  property;

- -     interest  on  loans  secured  by  real  property;

- -     gains  from  the  sale  of real property or loans secured by real property
(excluding  gain  from the sale of property held primarily for sale to customers
in  the  ordinary  course  of  our  business,  referred  to  below  as  "dealer
property");

- -     income  from  the operation and gain from the sale of property acquired in
connection  with  the  foreclosure  of  a  mortgage  securing  that  property
("foreclosure  property");

- -     distributions  on,  or  gain  from the sale of, shares of other qualifying
REITs;

- -     abatements  and  refunds  of  real  property  taxes;

- -     amounts  received  as  consideration  for entering into agreements to make
loans  secured  by  real  property  or  to  purchase or lease real property; and

- -     "qualified  temporary  investment  income"  (described  below).

     In evaluating our compliance with the 75% gross income test, as well as the
95%  gross  income  test  described  below,  gross income does not include gross
income  from "prohibited transactions."  In general, a prohibited transaction is
one  involving a sale of dealer property, not including foreclosure property and
not  including  certain  dealer  property  we have held for at least four years.

     We  expect  that  substantially  all  of our operating gross income will be
considered  rent from real property and interest income. Rent from real property
is  qualifying  income  for  purposes  of the gross income tests only if certain
conditions  are satisfied. Rent from real property includes charges for services
customarily  rendered  to  tenants,  and  rent attributable to personal property
leased  together with the real property so long as the personal property rent is
not  more than 15% of the total rent received or accrued under the lease for the
taxable  year.   We  do not expect to earn material amounts in these categories.

                                       13
<PAGE>
     Rent from real property generally does not include rent based on the income
or  profits  derived  from  the property. However, rent based on a percentage of
gross  receipt or sales is permitted as rent from real property and we will have
leases  where  rent  is  based  on  a  percentage  of gross receipt or sales. We
generally  do  not  intend  to  lease  property and receive rentals based on the
tenant's income or profit. Also excluded from "rents from real property" is rent
received  from a person or corporation in which we (or any of our 10% or greater
owners)  directly  or  indirectly  through  the  constructive  ownership  rules
contained in Section 318 and Section 856(d)(5) of the Internal Revenue Code, own
a  10%  or  greater  interest.

     A  third exclusion from qualifying rent income covers amounts received with
respect  to  real  property  if  we furnish services to the tenants or manage or
operate  the  property, other than through an "independent contractor" from whom
we  do  not  derive any income. The obligation to operate through an independent
contractor  generally  does  not  apply, however, if the services we provide are
"usually  or  customarily  rendered"  in connection with the rental of space for
occupancy  only and are not considered rendered primarily for the convenience of
the  tenant (applying standards that govern in evaluating whether rent from real
property  would  be  unrelated  business  taxable  income  when  received  by  a
tax-exempt  owner  of  the property). Further, if the value of the non-customary
service  income  with  respect to a property, valued at no less than 150% of our
direct  cost  of  performing  such  services,  is 1% or less of the total income
derived  from  the  property,  then the provision of such non-customary services
shall  not  prohibit the rental income (except the non-customary service income)
from  qualifying  as  "rents  from  real  property."

     We  believe  that  the  only  material services generally to be provided to
tenants  will  be  those  usually or customarily rendered in connection with the
rental  of  space  for occupancy only. We do not intend to provide services that
might  be considered rendered primarily for the convenience of the tenants, such
as  hotel,  health  care  or  extensive  recreational  or  social  services.
Consequently,  we  believe  that  substantially all of our rental income will be
qualifying  income  under  the  gross  income  tests,  and that our provision of
services  will  not  cause  the  rental income to fail to be included under that
test.

     Upon  the  ultimate  sale  of  our  properties, any gains realized also are
expected to constitute qualifying income, as gain from the sale of real property
(not  involving  a  prohibited  transaction).

     95%  Gross Income Test. In addition to earning 75% of our gross income from
the  sources  listed  above,  95% of our gross income for each taxable year must
come  either  from  those sources, or from dividends, interest or gains from the
sale  or  other  disposition of stock or other securities that do not constitute
dealer  property.  This test permits a REIT to earn a significant portion of its
income  from  traditional  "passive" investment sources that are not necessarily
real estate related. The term "interest" (under both the 75% and 95% tests) does
not  include  amounts  that  are  based  on the income or profits of any person,
unless the computation is based only on a fixed percentage of receipts or sales.

     Failing  the 75% or 95% Tests; Reasonable Cause. As a result of the 75% and
95% tests, REITs generally are not permitted to earn more than 5% of their gross
income  from  active  sources, including brokerage commissions or other fees for
services  rendered.  We  may  receive certain types of that income. This type of
income  will  not qualify for the 75% test or 95% test but is not expected to be
significant  and  that  income,  together  with  other  nonqualifying income, is
expected to be at all times less than 5% of our annual gross income. While we do
not anticipate that we will earn substantial amounts of nonqualifying income, if
nonqualifying income exceeds 5% of our gross income, we could lose our status as
a REIT. We may establish subsidiaries of which we will hold less than 10% of the
voting  stock  to hold assets generating non-qualifying income. The gross income
generated  by  these  subsidiaries  would  not  be included in our gross income.
However,  dividends  we receive from these subsidiaries would be included in our
gross  income and qualify for the 95% income test. The ability to establish such
subsidiaries  could  be  adversely  impacted by proposals contained in President
Clinton's 2000 Federal Budget Proposal. See the section below entitled "Proposed
Legislation."

                                       14
<PAGE>
     If  we  fail  to  meet  either the 75% or 95% income tests during a taxable
year,  we  may still qualify as a REIT for that year if (1) we report the source
and nature of each item of our gross income in our federal income tax return for
that  year,  (2) the inclusion of any incorrect information in our return is not
due  to fraud with intent to evade tax, and (3) the failure to meet the tests is
due to reasonable cause and not to willful neglect. It is not possible, however,
to  state  whether  in  all circumstances we would be entitled to the benefit of
this relief provision. For example, if we fail to satisfy the gross income tests
because  nonqualifying  income that we intentionally accrue or receive causes us
to  exceed  the  limits on nonqualifying income, the IRS could conclude that our
failure  to  satisfy  the tests was not due to reasonable cause. If these relief
provisions  do  not  apply  to  a  particular  set of circumstances, we will not
qualify  as  a  REIT. As discussed below, even if these relief provisions apply,
and  we  retain our status as a REIT, a tax would be imposed with respect to our
non-qualifying income. We would be subject to a 100% tax based on the greater of
the  amount  by  which we fail either the 75% or 95% income tests for that year.
See  "-  Taxation  as  a  REIT"  on  page  16.

     Prohibited  Transaction Income. Any gain that we realize on the sale of any
property  held  as  inventory  or  other  property  held  primarily  for sale to
customers  in  the  ordinary course of business (including our share of any such
gain  realized by any subsidiary partnerships), will be treated as income from a
prohibited  transaction  that  is subject to a 100% penalty tax. This prohibited
transaction  income  may also adversely affect our ability to satisfy the income
tests  for qualification as a REIT. Under existing law, whether property is held
as  inventory  or  primarily  for  sale to customers in the ordinary course of a
trade  or  business  depends  on all the facts and circumstances surrounding the
particular  transaction.  We  intend to hold our and our subsidiary partnerships
intend  to  hold  their  properties  for  investment  with  a  view to long-term
appreciation,  to  engage  in  the  business of acquiring, developing and owning
properties,  and  to  make  occasional sales of the properties as are consistent
with their investment objectives. The IRS may contend, however, that one or more
of  these  sales  is  subject  to  the  100%  penalty  tax.

     Character  of  Assets  Owned.  At the close of each calendar quarter of our
taxable  year,  we  also  must  meet  two  tests  concerning  the  nature of our
investments. First, at least 75% of the value of our total assets generally must
consist  of  real  estate  assets,  cash, cash items (including receivables) and
government  securities. For this purpose, "real estate assets" include interests
in real property, interests in loans secured by mortgages on real property or by
certain  interests  in real property, shares in other REITs and certain options,
but excluding mineral, oil or gas royalty interests. The temporary investment of
new  capital  in  debt instruments also qualifies under this 75% asset test, but
only  for  the one-year period beginning on the date we receive the new capital.
Second,  although  the  balance  of our assets generally may be invested without
restriction,  we  will  not  be  permitted  to  own  (1)  securities  of any one
non-governmental  issuer  that  represent more than 5% of the value of our total
assets  or  (2) more than 10% of the outstanding voting securities of any single
issuer.  A  REIT,  however,  may  own  100%  of  the  stock  of a qualified REIT
subsidiary, in which case the assets, liabilities and items of income, deduction
and  credit  of the subsidiary are treated as those of the REIT. In evaluating a
REIT's  assets,  if  the  REIT invests in a partnership, it is deemed to own its
proportionate  share  of  the  assets  of  the  partnership.

     After  initially  meeting  the  asset tests at the close of any quarter, we
will not lose our status as a REIT for failure to satisfy the asset tests at the
end  of  a later quarter solely by reason of changes in asset values. If we fail
to  satisfy  the  asset  tests  because  we acquire securities or other property
during  a  quarter,  we  can  cure  this  failure  by  disposing  of  sufficient
nonqualifying  assets  within 30 days after the close of that quarter. We intend
to  take such action within the 30 days after the close of any quarter as may be
required  to  cure  any noncompliance. If we fail to cure noncompliance with the
asset  tests  within  this  time  period,  we  would cease to qualify as a REIT.

     Annual  Distributions  to  Shareholders.  To  maintain  our REIT status, we
generally must distribute as a dividend to our shareholders in each taxable year
at  least  95%  of  our  net ordinary income. Capital gain is not required to be
distributed.  More  precisely,  we must distribute an amount equal to (1) 95% of
the  sum of (a) our "REIT Taxable Income" before deduction of dividends paid and
excluding  any net capital gain and (b) any net income from foreclosure property
less  the  tax  on  such income, minus (2) certain limited categories of "excess
noncash  income,"  including,  income  attributable  to  leveled  stepped rents,
cancellation  of  indebtedness  and original issue discount income. REIT Taxable
Income  is  defined to be the taxable income of the REIT, computed as if it were
an  ordinary corporation, with certain modifications. For example, the deduction
for dividends paid is allowed, but neither net income from foreclosure property,
nor  net income from prohibited transactions, is included. In addition, the REIT
may  carry over, but not carry back, a net operating loss for 20 years following
the  year  in  which  it  was  incurred.

                                       15
<PAGE>
     A REIT may satisfy the 95% distribution test with dividends paid during the
taxable  year and with certain dividends paid after the end of the taxable year.
Dividends paid in January that were declared during the last calendar quarter of
the  prior  year and were payable to shareholders of record on a date during the
last  calendar  quarter of that prior year are treated as paid on December 31 of
the  prior  year. Other dividends declared before the due date of our tax return
for  the taxable year, including extensions, also will be treated as paid in the
prior year if they are paid (1) within 12 months of the end of that taxable year
and  (2) no later than our next regular distribution payment. Dividends that are
paid  after  the  close  of  a  taxable  year that do not qualify under the rule
governing  payments  made  in  January  (described above) will be taxable to the
shareholders  in  the year paid, even though we may take them into account for a
prior  year.  A  nondeductible  excise  tax equal to 4% will be imposed for each
calendar  year  to  the extent that dividends declared and distributed or deemed
distributed before December 31 are less than the sum of (a) 85% of our "ordinary
income"  plus  (b) 95% of our capital gain net income plus (c) any undistributed
income  from  prior  periods.

     To  be  entitled to a dividends paid deduction, the amount distributed by a
REIT  must  not  be preferential. For example, every shareholder of the class of
shares  to  which a distribution is made must be treated the same as every other
shareholder  of that class, and no class of shares may be treated otherwise than
in  accordance  with  its  dividend  rights  as  a  class.

     We  will  be  taxed at regular corporate rates to the extent that we retain
any  portion  of  our  taxable  income.  For  example, if we distribute only the
required  95% of our taxable income, we would be taxed on the retained 5%. Under
certain  circumstances we may not have sufficient cash or other liquid assets to
meet the distribution requirement. This could arise because of competing demands
for  our  funds,  or  due  to  timing differences between tax reporting and cash
receipts  and disbursements (i.e., income may have to be reported before cash is
received,  or  expenses  may  have  to  be  paid before a deduction is allowed).
Although  we  do  not  anticipate any difficulty in meeting this requirement, no
assurance  can  be  given  that  necessary funds will be available. In the event
these  circumstances  do  occur,  then  in  order  to  meet the 95% distribution
requirement,  we  may cause our operating partnership to arrange for short-term,
or  possibly  long-term, borrowings to permit the payment of required dividends.

     If  we  fail  to  meet  the  95%  distribution  requirement  because  of an
adjustment  to our taxable income by the IRS, we may be able to cure the failure
retroactively  by paying a "deficiency dividend," as well as applicable interest
and  penalties,  within  a  specified  period.

TAXATION  AS  A  REIT

     As  a REIT, we generally will not be subject to corporate income tax to the
extent we currently distribute our REIT taxable income to our shareholders. This
treatment effectively eliminates the "double taxation" imposed on investments in
most  corporations.  Double  taxation refers to taxation that occurs once at the
corporate  level  when  income is earned and once again at the shareholder level
when  such income is distributed. We generally will be taxed only on the portion
of  our  taxable income that we retain, which will include any undistributed net
capital  gain,  because we will be entitled to a deduction for dividends paid to
shareholders  during  the  taxable  year.  A  dividends  paid  deduction  is not
available  for dividends that are considered preferential within any given class
of shares or as between classes except to the extent that class is entitled to a
preference.  We  do  not  anticipate  that we will pay any of those preferential
dividends.  Because excess shares will represent a separate class of outstanding
shares,  the fact that those shares will not be entitled to dividends should not
adversely  affect  our  ability  to  deduct  our  dividend  payments.

     Even  as  a  REIT,  we  will  be subject to tax in certain circumstances as
follows:

- -     we would be subject to tax on any income or gain from foreclosure property
at the highest corporate rate (currently 35%). Foreclosure property is generally
defined  as  property  acquired through foreclosure or after a default on a loan
secured  by  the  property  or  a  lease  of  the  property;

- -     a  confiscatory  tax  of  100%  applies  to any net income from prohibited
transactions  which  are,  in  general,  certain  sales or other dispositions of
property  held  primarily  for  sale  to  customers  in  the  ordinary course of
business;

- -     if  we fail to meet either the 75% or 95% source of income tests described
above, but still qualify for REIT status under the reasonable cause exception to
those  tests,  a  100%  tax  would  be  imposed  equal to the amount obtained by
multiplying (a) the greater of the amount, if any, by which it failed either the
75% income test or the 95% income test, times (b) a fraction intended to reflect
our  profitability;

                                       16
<PAGE>
- -     we  will  be  subject  to  the  alternative  minimum  tax  on items of tax
preference,  excluding  items  specifically  allocable  to  our  shareholders;

- -     if  we  should  fail  to  distribute with respect to each calendar year at
least  the  sum of (a) 85% of our REIT ordinary income for that year, (b) 95% of
our  REIT  capital  gain  net  income  for  that year, and (c) any undistributed
taxable  income  from prior years, we would be subject to a 4% excise tax on the
excess  of  the  required  distribution  over  the amounts actually distributed;

- -     under  regulations that are to be promulgated, we also may be taxed at the
highest  regular  corporate tax rate on any built-in gain attributable to assets
that  we  acquire  in certain tax-free corporate transactions, to the extent the
gain  is  recognized  during  the first ten years after we acquire those assets.
Built-in  gain  is the excess of (a) the fair market value of the asset over (b)
our  adjusted basis in the asset, in each case determined as of the beginning of
the  ten-year  recognition  period. The results described in this paragraph with
respect to the recognition of built-in gain assume that we will make an election
pursuant  to  IRS  Notice  88-19  and  that  the  availability or nature of such
election  is not modified as proposed in President Clinton's 2000 Federal Budget
Proposal.  See  the  section  below  entitled  "Proposed  Legislation";  and

- -     we  will  be  taxed  at  regular corporate rates on any undistributed REIT
taxable  income,  including  undistributed  net  capital  gains.

FAILURE  TO  QUALIFY  AS  A  REIT

     For  any  taxable  year  in  which we fail to qualify as a REIT and certain
relief  provisions  do  not apply, we would be taxed at regular corporate rates,
including  alternative  minimum  tax  rates  on  all  of  our  taxable  income.
Distributions  to  our  shareholders  would  not be deductible in computing that
taxable  income,  and  distributions would no longer be required to be made. Any
corporate  level  taxes  generally would reduce the amount of cash available for
distribution to our shareholders and, because the shareholders would continue to
be  taxed  on  the  distributions  they  receive, the net after tax yield to the
shareholders  from  their investment likely would be reduced substantially. As a
result,  failure  to  qualify  as  a  REIT  during any taxable year could have a
material  adverse  effect  on an investment in our common shares. If we lose our
REIT status, unless certain relief provisions apply, we would not be eligible to
elect  REIT  status  again  until  the fifth taxable year which begins after the
taxable  year  during  which  our election was terminated. It is not possible to
state  whether  in  all  circumstances  we  would  be entitled to this statutory
relief. In addition, President Clinton's 2000 Federal Budget Proposal contains a
provision  which,  if enacted in its present form, would result in the immediate
taxation  of  all  gain inherent in a C corporation's assets upon an election by
the  corporation  to  become  a REIT in taxable years beginning after January 1,
2000.  If enacted, this provision could effectively preclude us from re-electing
to  be  taxed  as  a REIT following a loss of REIT status. See the section below
entitled  "Proposed  Legislation."

TAXATION  OF  TAXABLE  U.S.  SHAREHOLDERS

     Except  as  discussed  below,  distributions  generally  will be taxable to
taxable  U.S.  shareholders  as  ordinary income to the extent of our current or
accumulated  earnings  and  profits.  We  may generate cash in excess of our net
earnings.  If  we  distribute  cash to shareholders in excess of our current and
accumulated  capital  earnings  and  profits  (other  than  as  a  capital  gain
dividend),  the  excess  cash  will  be deemed to be a return of capital to each
shareholder to the extent of the adjusted tax basis of the shareholder's shares.
Distributions  in  excess of the adjusted tax basis will be treated as gain from
the  sale  or  exchange  of  the  shares.  A  shareholder  who  has  received  a
distribution  in excess of current and our accumulated earnings and profits may,
upon  the  sale  of  the shares, realize a higher taxable gain or a smaller loss
because  the  basis  of  the  shares  as  reduced  will  be used for purposes of
computing  the  amount  of  the  gain  or  loss.  Distributions we make, whether
characterized  as  ordinary income or as capital gains, are not eligible for the
dividends  received  deduction  for  corporations.  For  purposes of determining
whether  distributions  to  holders  of  common  shares  are  out  of current or
accumulated  earnings  and  profits,  our earnings and profits will be allocated
first  to  the  outstanding  preferred  shares,  if  any, and then to the common
shares.

     Dividends  we  declare  in  October,  November, or December of any year and
payable  to  a  shareholder of record on a specified date in any of these months
shall  be treated as both paid by us and received by the shareholder on December
31  of  that year, provided we actually pay the dividend on or before January 31
of the following calendar year. Shareholders may not include in their own income
tax  returns  any  of  our  net  operating  losses  or  capital  losses.

                                       17
<PAGE>
     Distributions  that we properly designate as capital gain dividends will be
taxable  to taxable U.S. shareholders as gains from the sale or disposition of a
capital  asset to the extent that they do not exceed our actual net capital gain
for the taxable year. Depending on the period of time the tax characteristics of
the  assets  which  produced  these  gains, and on certain designations, if any,
which we may make, these gains may be taxable to non-corporate U.S. shareholders
at  a  20% or 25% rate. U.S. shareholders that are corporations may, however, be
required  to  treat  up  to  20%  of  certain capital gain dividends as ordinary
income.

     We  may elect to retain, rather than distribute as a capital gain dividend,
our  net  long-term capital gains. If we make this election, we would pay tax on
our  retained  net  long-term  capital  gains.  In  addition,  to  the extent we
designate,  a  U.S.  shareholder  generally  would:

- -     include  its  proportionate  share  of our undistributed long-term capital
gains  in  computing  its  long-term capital gains in its return for its taxable
year  in  which  the  last  day  of  our  taxable  year  falls;

- -     be  deemed  to  have  paid  the  capital  gains  tax  imposed on us on the
designated  amounts  included in the U.S. shareholder's long-term capital gains;

- -     receive  a  credit  or  refund  for  the  amount of tax deemed paid by it;

- -     increase  the adjusted basis of its common stock by the difference between
the  amount  of includable gains and the tax deemed to have been paid by it; and

- -     in  the  case  of  a U.S. shareholder that is a corporation, appropriately
adjust  its  earnings  and  profits for the retained capital gains in accordance
with  Treasury  Regulations  to  be  prescribed  by  the  IRS.

     Distributions  we make and gain arising from the sale or exchange by a U.S.
shareholder of our shares will not be treated as income from a passive activity,
within  the  meaning  of  Section 469 of the Internal Revenue Code, since income
from  a  passive  activity  generally  does  not  include  dividends  and  gain
attributable  to  the  disposition  of  property  that  produces dividends. As a
result,  U.S.  shareholders subject to the passive activity rules will generally
be  unable  to  apply  any  "passive  losses"  against  this  income  or  gain.
Distributions we make, to the extent they do not constitute a return of capital,
generally  will  be  treated  as investment income for purposes of computing the
investment  interest limitation. Gain arising from the sale or other disposition
of our shares, however, will be treated as investment income if a shareholder so
elects,  in  which  case  the  capital  gain  is taxed at ordinary income rates.

     Generally,  gain  or loss realized by a shareholder upon the sale of shares
will  be  reportable  as  capital  gain  or  loss.  If  a shareholder receives a
long-term  capital  gain dividend from us and has held the shares for six months
or less, any loss incurred on the sale or exchange of the shares is treated as a
long-term capital loss to the extent of the corresponding long-term capital gain
dividend  received.

     In  any  year  in  which  we  fail  to  qualify as a REIT, the shareholders
generally  will  continue  to  be  treated  in the same fashion described above,
except  that  none  of  our  dividends will be eligible for treatment as capital
gains  dividends, corporate shareholders will qualify for the dividends received
deduction  and  the shareholders will not be required to report any share of our
tax  preference  items.

PROPOSED  LEGISLATION

     The  rules dealing with Federal income taxation are constantly under review
by  Congress,  the  IRS and the Treasury Department. For example, on February 1,
1999,  President  Clinton  released  a proposed budget for fiscal year 2000. The
budget  proposal  contained  a  variety of proposed income tax changes, three of
which  pertain  to  REITs. First, under current law, REITs may not own more than
10%  of the voting stock of a regular corporation. Under the proposal, they also
would not be permitted to own more than 10% of the value of all classes of stock
of  a  corporation  unless  the  corporation  qualified as a "qualified business
subsidiary"  or a "qualified independent contractor subsidiary."  Even if it did
so qualify, the proposal would disallow a deduction for all interest payments on
debt  to,  or  guaranteed by, a REIT that owns stock of such entities. Second, a
new restriction would be imposed on REITs, prohibiting any one person other than
a  REIT  from  owning  more  than  50% of the total combined voting power of all
voting  stock  or  more  than 50% of the total value of shares of all classes of
stock  of  the  REIT.  Current  law  already  contains  ownership  restrictions
applicable  to  individuals;  this new limitation would affect owners other than
individuals.  This proposal would be effective for entities electing REIT status
for  taxable  years  beginning  on  or after the date of first committee action.
Third,  a regular C corporation with a fair market value of more than $5,000,000
which  elects  REIT  status  or merges into a REIT would be treated as if it had
liquidated  and  distributed  all  its  assets  to  its  shareholders,  and  its
shareholders  had  then contributed the assets to the electing or existing REIT.
This deemed liquidation would cause the regular corporation to be taxed as if it
had sold its assets for fair market value and would cause its shareholders to be
taxed  as if they had sold their stock for fair market value. The proposal would
be effective for elections that are first effective for a taxable year beginning
after  January  1,  2000,  and  for  mergers into REITs after December 31, 1999.

                                       18
<PAGE>
     Partially  in  response  to the first proposal described above, legislation
has  been  passed  by  the House of Representatives and the Senate proposing the
adoption of the Real Estate Investment Modernization Act of 1999.  This proposed
legislation  if  enacted,  among  other  things, also would prohibit a REIT from
owning  more  than  10% of the total voting power and more than 10% of the total
value  of  the  outstanding  securities  of  any  one  issue  unless that issuer
constitutes  a  "taxable REIT subsidiary."  However, the definition of a taxable
REIT  subsidiary  contained  in  this  proposed  legislation is broader than the
budget  proposal  definition  of  a qualified business subsidiary or a qualified
independent  contractor  subsidiary.

     Changes  to  the  Federal  laws and interpretations thereof could adversely
affect  the  tax  consequences  of an investment in our common shares. We cannot
predict whether, when, in what forms, or with what effective dates, these or any
other  provisions  could  become  effective.

BACKUP  WITHHOLDING

     We will report to our shareholders and the IRS the amount of dividends paid
during  each  calendar  year  and  the  amount  of  tax  withheld,  if any. If a
shareholder  is subject to backup withholding, we will be required to deduct and
withhold  from  any  dividends  payable  to that shareholder a tax of 31%. These
rules  may  apply  (1)  when  a  shareholder  fails to supply a correct taxpayer
identification  number,  (2)  when  the  IRS notifies us that the shareholder is
subject  to  the  rules  or  has  furnished an incorrect taxpayer identification
number,  or  (3)  in  the  case  of corporations or others within certain exempt
categories, when they fail to demonstrate that fact when required. A shareholder
that  does  not  provide  a  correct  taxpayer identification number may also be
subject  to  penalties  imposed  by  the  IRS.  Any  amount  withheld  as backup
withholding  may  be  credited  against  the  shareholder's  federal  income tax
liability.  We  also  may  be  required  to  withhold  a portion of capital gain
distributions made to shareholders who fail to certify their non-foreign status.

     The  United States Treasury has recently issued final regulations regarding
the withholding and information reporting rules discussed above. In general, the
final  regulations  do  not  alter  the  substantive withholding and information
reporting  requirements  but  unify current certification procedures and clarify
reliance  standards.  The final regulations are generally effective for payments
made  on  or  after  January  1,  2000,  subject  to  certain  transition rules.
Prospective  investors  should  consult  their  own  tax advisors concerning the
adoption of the final regulations and the potential effect on their ownership of
common  shares.

TAXATION  OF  TAX-EXEMPT  ENTITIES

     In  general,  a tax-exempt entity that is a shareholder will not be subject
to  tax  on  distributions or gain realized on the sale of shares.  A tax-exempt
entity  may  be  subject  to  unrelated business taxable income, however, to the
extent  that  it  has  financed  the acquisition of its shares with "acquisition
indebtedness"  within  the meaning of the Internal Revenue Code.  In determining
the  number  of shareholders a REIT has for purposes of the "50% test" described
above  under  "-REIT  Qualification,"  generally,  any shares held by tax-exempt
employees'  pension and profit sharing trusts which qualify under Section 401(a)
of the Internal Revenue Code and are exempt from tax under Section 501(a) of the
Internal  Revenue  Code ("qualified trusts") will be treated as held directly by
its  beneficiaries in proportion to their interests in the trust and will not be
treated  as  held  by  the  trust.

     A qualified trust owning more than 10% of a REIT may be required to treat a
percentage  of  dividends from the REIT as UBTI. The percentage is determined by
dividing  the REIT's gross income (less direct expenses related thereto) derived
from an unrelated trade or business for the year (determined as if the REIT were
a  qualified  trust)  by  the gross income of the REIT for the year in which the
dividends  are  paid. However, if this percentage is less than 5%, dividends are
not treated as UBTI. These UBTI rules apply only if the REIT qualifies as a REIT
because of the "look-thru" rule with respect to the 50% test discussed above and
if  the  trust  is  "predominantly  held"  by  qualified  trusts.  A  REIT  is
predominantly  held  by qualified trusts if at least one pension trust owns more
than  25% of the value of the REIT or a group of pension trusts each owning more
than 10% of the value of the REIT collectively own more than 50% of the value of
the  REIT.  We  do  not  currently  meet  either  of  these  requirements.

                                       19
<PAGE>
     For  social  clubs,  voluntary  employee benefit associations, supplemental
unemployment benefit trusts and qualified group legal services plans exempt from
federal income taxation under Sections 501(c)(7), (c)(9), (c)(17) and (c)(20) of
the  Internal  Revenue  Code,  respectively,  income  from  an investment in our
capital  stock will constitute UBTI unless the organization is able to deduct an
amount  properly  set  aside  or placed in reserve for certain purposes so as to
offset  the  UBTI  generated  by  the  investment  in  our  capital stock. These
prospective  investors should consult their own tax advisors concerning the "set
aside"  and  reserve  requirements.

TAXATION  OF  FOREIGN  INVESTORS

     The  rules  governing  federal  income  taxation  of  nonresident  alien
individuals,  foreign  corporations,  foreign  partnerships  and  other  foreign
shareholders are complex and no attempt will be made herein to provide more than
a  summary  of such rules. Prospective non-U.S. shareholders should consult with
their  own  tax  advisors  to  determine  the impact of federal, state and local
income  tax  laws  with  regard to an investment in common shares, including any
reporting requirements, as well as the tax treatment of such an investment under
the  laws  of  their  home  country.

     Dividends  that are not attributable to gain from any sales or exchanges we
make  of  United States real property interests and which we do not designate as
capital  gain  dividends  will be treated as dividends of ordinary income to the
extent  that  they  are  made  out  of  our  current or accumulated earnings and
profits.  Those  dividends ordinarily will be subject to a withholding tax equal
to  30%  of  the  gross  amount  of the dividend unless an applicable tax treaty
reduces  or  eliminates  that tax. However, if income from the investment in the
common  shares  is  treated  as  effectively  connected  with  the  non-U.S.
shareholder's  conduct  of  a  United  States  trade  or  business, the non-U.S.
shareholder  generally  will be subject to a tax at graduated rates, in the same
manner  as  U.S. shareholders are taxed with respect to those dividends, and may
also  be subject to the 30% branch profits tax in the case of a shareholder that
is  a  foreign  corporation.  For  withholding  tax  purposes,  we are currently
required  to  treat  all  distributions  as  if  made  out  of  our  current and
accumulated  earnings  and profits and thus we intend to withhold at the rate of
30%,  or  a reduced treaty rate if applicable, on the amount of any distribution
(other  than  distributions  designated  as  capital  gain  dividends) made to a
non-U.S.  shareholder unless (1) the non-U.S. shareholder files on IRS Form 1001
claiming  that a lower treaty rate applies or (2) the non-U.S. shareholder files
an  IRS  Form  4224  claiming that the dividend is effectively connected income.

     Under  the  final  regulations, generally effective for distributions on or
after  January  1, 2000, we would not be required to withhold at the 30% rate on
distributions  we  reasonably  estimate  to  be  in  excess  of  our current and
accumulated  earnings  and  profits.  Dividends  in  excess  of  our current and
accumulated  earnings  and  profits  will not be taxable to a shareholder to the
extent  that  they do not exceed the adjusted basis of the shareholder's shares,
but  rather  will  reduce the adjusted basis of those shares. To the extent that
those  dividends  exceed  the adjusted basis of a non-U.S. shareholder's shares,
they will give rise to tax liability if the non-U.S. shareholder would otherwise
be  subject  to  tax  on any gain from the sale or disposition of his shares, as
described  below.  If  it  cannot  be  determined at the time a dividend is paid
whether  or not a dividend will be in excess of current and accumulated earnings
and  profits, the dividend will be subject to such withholding. We do not intend
to  make  quarterly estimates of that portion of dividends that are in excess of
earnings  and  profits,  and, as a result, all dividends will be subject to such
withholding.  However,  the  non-U.S.  shareholder  may  seek  a refund of those
amounts  from  the  IRS.

     For  any  year  in  which  we  qualify  as  a  REIT, distributions that are
attributable  to gain from our sales or exchanges of United States real property
interests  will  be  taxed to a non-U.S. shareholder under the provisions of the
Foreign Investment in Real Property Tax Act of 1980, commonly known as "FIRPTA."
Under FIRPTA, those dividends are taxed to a non-U.S. shareholder as if the gain
were  effectively connected with a United States business. Non-U.S. shareholders
would  thus  be  taxed  at  the  normal  capital  gain  rates applicable to U.S.
shareholders  subject  to  applicable  alternative  minimum  tax  and  a special
alternative  minimum  tax  in  the  case of nonresident alien individuals. Also,
dividends  subject  to  FIRPTA may be subject to a 30% branch profits tax in the
hands  of  a corporate non-U.S. shareholder not entitled to treaty exemption. We
are  required by the Code and applicable Treasury Regulations to withhold 35% of
any dividend that could be designated as a capital gain dividend. This amount is
creditable  against  the  non-U.S.  shareholder's  FIRPTA  tax  liability.

                                       20
<PAGE>
     Gain  recognized  by a non-U.S. shareholder upon a sale of shares generally
will  not  be  taxed  under  FIRPTA  if we are a "domestically controlled REIT,"
defined  generally  as  a  REIT in which at all times during a specified testing
period  less  than 50% in value of the shares was held directly or indirectly by
foreign  persons.  It  is  currently anticipated that we will be a "domestically
controlled  REIT,"  and  therefore  the  sale  of  shares will not be subject to
taxation  under  FIRPTA.  Because  the  common  shares  will be publicly traded,
however,  no  assurance  can  be  given  that  we  will  remain  a "domestically
controlled  REIT."  However,  gain  not  subject  to FIRPTA will be taxable to a
non-U.S.  shareholder  if  (1)  investment  in  the common shares is effectively
connected  with  the  non-U.S. shareholder's United States trade or business, in
which  case  the  non-U.S.  shareholder will be subject to the same treatment as
U.S.  shareholders with respect to that gain, and may also be subject to the 30%
branch  profits  tax in the case of a corporate non-U.S. shareholder, or (2) the
non-U.S.  shareholder  is  a nonresident alien individual who was present in the
United  States for 183 days or more during the taxable year and has a "tax home"
in  the  United  States,  in which case the nonresident alien individual will be
subject  to  a 30% withholding tax on the individual's capital gains. If we were
not a domestically controlled REIT, whether or not a non-U.S. shareholder's sale
of  shares  would  be subject to tax under FIRPTA would depend on whether or not
the  common  shares  were  regularly  traded on an established securities market
(such as the NYSE) and on the size of selling non-U.S. shareholder's interest in
our  capital  shares.  If  the  gain on the sale of shares were to be subject to
taxation  under  FIRPTA,  the  non-U.S.  shareholder will be subject to the same
treatment  as U.S. shareholders with respect to that gain (subject to applicable
alternative  minimum  tax  and  a special alternative minimum tax in the case of
nonresident  alien  individuals  and  the possible application of the 30% branch
profits tax in the case of foreign corporations) and the purchaser of our common
shares  may  be  required  to  withhold  10%  of  the  gross  purchase  price.

STATE  AND  LOCAL  TAXES

     We,  and  our  shareholders,  may  be subject to state or local taxation in
various  state  or  local  jurisdictions,  including  those  in which it or they
transact  business  or  reside.  Consequently,  prospective  shareholders should
consult  their own tax advisors regarding the effect of state and local tax laws
on  an  investment  in  our  capital  shares.

                              PLAN OF DISTRIBUTION

     We  may  offer  securities  directly  or  through  underwriters, dealers or
agents.  The  prospectus supplement will identify those underwriters, dealers or
agents  and  will describe the plan of distribution, including commissions to be
paid.  If  we  do not name a firm in the prospectus supplement, the firm may not
directly  or  indirectly  participate  in  any underwriting of those securities,
although  it  may  participate  in  the  distribution  of  securities  under
circumstances  entitling  it  to a dealer's allowance or agent's commission. Any
underwriting  agreement will entitle the underwriters to indemnification against
designated  civil  liabilities under the federal securities laws and other laws.
The  underwriters'  obligations  to  purchase  securities  will  be  subject  to
compliance  with specific conditions and generally will require them to purchase
all  of  the  securities  if  any  are  purchased.

     Unless otherwise noted in the prospectus supplement, the securities will be
offered  by the underwriters, if any, when, as and if issued by us, delivered to
and  accepted by the underwriters and subject to their right to reject orders in
whole  or  in  part.

     We  may  sell  securities to dealers, as principals. Those dealers then may
resell  the securities to the public at varying prices set by those dealers from
time to time.  We may also offer securities through agents. Agents generally act
on  a  "best  efforts" basis during their appointment, meaning that they are not
obligated  to  purchase  securities.  Dealers  and  agents  may  be  entitled to
indemnification  as  underwriters by us against designated liabilities under the
federal  securities  laws  and  other  laws.

                                       21
<PAGE>
     We  or  the underwriters or the agents may solicit offers from institutions
approved  by  us  to  purchase  securities  under contracts providing for future
payment.  Permitted institutions include commercial and savings banks, insurance
companies,  pension  funds,  investment  companies,  educational  and charitable
institutions  and  others.  Additional conditions will apply to those purchases.

     An  underwriter  may  engage  in  over-allotment, stabilizing transactions,
short covering transactions and penalty bids in accordance with securities laws.
Over-allotment  involves  sales  in excess of the offering size, which creates a
short  position.  Stabilizing  transactions  permit  bidders  to  purchase  the
underlying  security  so  long as the stabilizing bids do not exceed a specified
maximum.  Short covering transactions involve purchases of the securities in the
open  market  after  the  distribution  is  completed  to cover short positions.
Penalty  bids  permit  the  underwriters  to reclaim a selling concession from a
dealer  when  the  securities  originally  sold by the dealer are purchased in a
covering  transaction  to  cover short positions. Those activities may cause the
price  of  the  securities  to  be  higher  than  it  would  otherwise  be.  The
underwriters  may  engage in these activities on any exchange or other market in
which  the  securities  may  be  traded.  If  commenced,  the  underwriters  may
discontinue  these  activities  at  any  time.

     The  prospectus  supplement  or pricing supplement, as applicable, will set
forth  the  anticipated delivery date of the securities being sold at that time.

                                  LEGAL MATTERS

     Unless  otherwise  noted  in  a prospectus supplement, Locke Liddell & Sapp
LLP,  Dallas, Texas, will pass on the legality of the securities offered through
this  prospectus.
     Counsel  for  any  underwriters  or  agents will be noted in the applicable
prospectus  supplement.

                                       22
<PAGE>
                                     EXPERTS

     Deloitte  & Touche LLP, independent auditors, have audited our consolidated
financial  statements  and  schedules included in our Annual Report on Form 10-K
for  the  year  ended  December  31, 1998 as set forth in their report, which is
incorporated  by  reference in this prospectus and elsewhere in the registration
statement.  These  financial  statements  and  schedules  are  incorporated  by
reference  in  reliance on Deloitte & Touche's reports, given on their authority
as  experts  in  accounting  and  auditing.

                                       23
<PAGE>
                      WHERE YOU CAN FIND MORE INFORMATION

     We  are  a  public  company and file annual, quarterly and special reports,
proxy  statements  and other information with the SEC. You may read and copy any
document  we  file at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington,  D.C. 20549. You can request copies of these documents by writing to
the  SEC  and  paying  a  fee  for  the  copying  cost.  Please  call the SEC at
1-800-SEC-0330  for more information about the operation of the public reference
room.  Our SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov.  In  addition,  you may read and copy our SEC filings at the
- -------------------
offices  of  the  New  York  Stock Exchange, 20 Broad Street, New York, New York
10005.  Our  website  address  is  http://www.weingarten.com.

     This  prospectus is only part of a registration statement we filed with the
SEC  under  the  Securities Act of 1933, as amended, and therefore omits certain
information contained in the registration statement. We have also filed exhibits
and  schedules  to  the  registration  statement that we have excluded from this
prospectus,  and  you  should  refer to the applicable exhibit or schedule for a
complete description of any statement referring to any contract or document. You
may  inspect  or obtain a copy of the registration statement, including exhibits
and  schedules,  as  described  in  the  previous  paragraph.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

     The  SEC  allows  us  to "incorporate by reference" the information we file
with  it.  This  means  that  we  can  disclose  important information to you by
referring  you  to those documents. The information incorporated by reference is
considered  to be part of this prospectus and the information we file later with
the  SEC  will  automatically  update  and  supersede  this  information.

     We  incorporate  by  reference  the  documents  listed below and any future
filings  we  make  with  the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities  Exchange  Act  of  1934  until  this  offering  is  completed:

- -     Annual  Report on Form 10-K for the year ended December 31, 1998 (File No.
001-09876).

- -     Quarterly  Report  on  Form  10-Q for the periods ended March 31, 1999 and
June  30,  1999  (File  No.  001-09876).

- -     The  description  of our common shares of beneficial interest contained in
our  registration  statement  on  Form  8-B  filed  March  17,  1988  (File  No.
001-09876).

- -     The  description  of  our  7.44%  Series A Cumulative Redeemable Preferred
Shares  contained  in  our registration statement on Form 8-A filed February 23,
1998  (File  No.  001-09876).

- -     The  description  of  our  7.00%  Series C Cumulative Redeemable Preferred
Shares  contained  in  our  registration statement on Form 8-A filed January 19,
1999  (File  No.  001-09876).

- -     Current  Reports  on  Form  8-K filed January 21, 1999 and August 18, 1999
(File  No.  001-09876).

     You  may  request  copies  of  these  filings  at  no  cost  by  writing or
telephoning  our  Investor  Relations  Department  at  the following address and
telephone  number:

                           Weingarten Realty Investors
                            2600 Citadel Plaza Drive
                                    Suite 300
                              Houston, Texas 77008
                                 (713) 866-6000.

                                       24
<PAGE>
                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM  14.  OTHER  EXPENSES  OF  ISSUANCE  AND  DISTRIBUTION.

     The  following  table  sets forth the estimated expenses in connection with
the  offering  contemplated  by  this  Registration  Statement:

<TABLE>
<CAPTION>
<S>                           <C>
SEC Registration Fee . . . .  $111,200
Blue Sky Fees and Expenses .    18,000
Printing and Engraving Costs    30,000
Accounting Fees and Expenses    40,000
Legal Fees and Expenses. . .   100,000
Trustee and Registrar Fees .    80,000
Rating Agency Fees . . . . .   100,000
Miscellaneous. . . . . . . .    20,800
                              --------
Total. . . . . . . . . . . .  $500,000
                              ========
</TABLE>

ITEM  15.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Subsection  (B)  of  Section 9.20 of the Texas Real Estate Investment Trust
Act,  as  amended  (the  "Act"),  empowers  a  real  estate  investment trust to
indemnify  any person who was, is, or is threatened to be made a named defendant
or  respondent  in  any  threatened,  pending,  or  completed  action,  suit, or
proceeding,  whether  civil,  criminal,  administrative,  arbitrative,  or
investigative, any appeal in such an action, suit, or proceeding, or any inquiry
or investigation that can lead to such an action, suit or proceeding because the
person  is or was a trust manager, officer, employee or agent of the real estate
investment  trust  or  is  or  was  serving  at  the  request of the real estate
investment  trust  as  a  trust  manager,  director, officer, partner, venturer,
proprietor,  trustee,  employee,  agent,  or similar functionary of another real
estate  investment  trust,  corporation,  partnership,  joint  venture,  sole
proprietorship,  trust,  employee  benefit  plan,  or  other  enterprise against
expenses  (including court costs and attorney fees), judgments, penalties, fines
and  settlements  if  he conducted himself in good faith and reasonably believed
his  conduct  was  in  or  not  opposed to the best interests of the real estate
investment  trust and, in the case of any criminal proceeding, had no reasonable
cause  to  believe  that  his  conduct  was  unlawful.

     The  Act further provides that, except to the extent otherwise permitted by
the Act, a person may not be indemnified in respect of a proceeding in which the
person  is  found  liable  on  the  basis  that  personal benefit was improperly
received  by  him  or  in  which  the  person is found liable to the real estate
investment  trust. Indemnification pursuant to Subsection (B) of Section 9.20 of
the  Act is limited to reasonable expenses actually incurred and may not be made
in  respect  of  any  proceeding  in  which the person has been found liable for
willful  or  intentional  misconduct  in the performance of his duty to the real
estate  investment  trust.

     Subsection  (C)  of  Section 15.10 of the Act provides that a trust manager
shall  not  be liable for any claims or damages that may result from his acts in
the discharge of any duty imposed or power conferred upon him by the real estate
investment  trust,  if, in the exercise of ordinary care, he acted in good faith
and  in  reliance  upon information, opinions, reports, or statements, including
financial  statements  and  other  financial  data,  concerning  the real estate
investment  trust,  that  were prepared or presented by officers or employees of
the  real estate investment trust, legal counsel, public accountants, investment
bankers,  or  certain  other  professionals,  or a committee of trust manager of
which  the trust manager is not a member. In addition, no trust manager shall be
liable  to the real estate investment trust for any act, omission, loss, damage,
or  expense arising from the performance of his duty to a real estate investment
trust,  save  only for his own willful misfeasance, willful malfeasance or gross
negligence.

     Article  Sixteen  of our Amended and Restated Declaration of Trust provides
that  we  shall  indemnify  officers  and  trust  managers,  as set forth below:

                                      II-1
<PAGE>
     (a)     We  shall  indemnify,  to  the extent provided in our Bylaws, every
person who is or was serving as our or our Corporate predecessor's trust manager
or  officer  and  any  person  who  is  or was serving at our request as a trust
manager,  officer,  partner,  venturer,  proprietor, trustee, employee, agent or
similar  functionary of another real estate investment trust, partnership, joint
venture,  sole  proprietorship, trust, employee benefit plan or other enterprise
with  respect  to  all costs and expenses incurred by such person as a result of
such  person  being made or threatened to be made a defendant or respondent in a
proceeding  by  reason  of  his holding or having held a position named above in
this  paragraph.

(b)     If  the  indemnification  provided  in  paragraph  (a)  is  either  (i)
insufficient  to  cover  all  costs and expenses incurred by any person named in
such  paragraph as a result of such person being made or threatened to be made a
defendant  or respondent in a proceeding by reason of his holding or having held
a  position named in such paragraph or (ii) not permitted by Texas law, we shall
indemnify, to the fullest extent that indemnification is permitted by Texas law,
every  person  who  is  or  was  serving as our trust manager or officer and any
person  who  is  or  was  serving  at  our  request as a trust manager, officer,
partner,  venturer,  proprietor, trustee, employee, agent or similar functionary
of  another  real  estate  investment  trust,  partnership,  joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise with respect to
all  costs and expenses incurred by such person as a result of such person being
made  or  threatened  to  be  made  a defendant or respondent in a proceeding by
reason  of  his holding or having held a position named above in this paragraph.

     Our  Bylaws  provide that we may indemnify any trust manager or officer who
was,  is  or is threatened to be made a party to any suit or proceeding, whether
civil,  criminal,  administrative,  arbitrative  or  investigative,  because the
person is or was serving as our trust manager, officer, employee or agent, or is
or  was  serving  at  our  request  in  the  same or another capacity in another
corporation  or  business  association,  against  judgments,  penalties,  fines,
settlements  and  reasonable expenses actually incurred if it is determined that
the person:  (i) conducted himself in good faith, (ii) reasonably believed that,
in  the  case  of  conduct in his official capacity, his conduct was in our best
interests, and that, in all other cases, his conduct was at least not opposed to
our  best  interests,  and  (iii) in the case of any criminal proceeding, had no
reasonable  cause  to  believe  his conduct was unlawful;  provided that, if the
person  is  found  liable  to  us, or is found liable on the basis that personal
benefit  was  improperly  received  by  the  person,  the indemnification (A) is
limited  to  reasonable  expenses  actually incurred by the person in connection
with  the  proceeding  and  (B) will not be made in respect of any proceeding in
which  the  person shall have been found liable to us for willful or intentional
misconduct  in  the  performance  of  his  duty.

ITEM  16.  EXHIBITS.

<TABLE>
<CAPTION>
<C>     <S>
 * 1.1  Form of Underwriting Agreement for debt securities.
 * 1.2  Form of Underwriting Agreement for equity securities.
 * 1.3  Form of Distribution Agreement for medium-term notes.
 * 3.1  Amended and Restated Declaration of Trust, as amended (filed as Exhibit 3.1 to our Registration
        Statement on Form S-3 (No. 33-49206) and incorporated herein by reference).
 * 3.2  Amendment to the Restated Declaration of Trust (filed as Exhibit 3.2 to our Registration
        Statement on Form 8-A filed January 19, 1999 and incorporated herein by reference).
 * 3.3  Second Amendment to the Restated Declaration of Trust (filed as Exhibit 3.3 to our Registration
        Statement on Form 8-A filed January 19, 1999 and incorporated herein by reference).
 * 3.4  Third Amendment to the Restated Declaration of Trust (filed as Exhibit 3.4 to our Registration
        Statement on Form 8-A filed January 19, 1999 and incorporated herein by reference).
 * 3.5  Amended and Restated Bylaws (filed as Exhibit 3.2 to our Registration Statement on Form S-3
        (No. 33-49206) and incorporated herein by reference).
 * 3.6  Form of Statement of Designation of Preferred Shares.
   4.1  Form of Indenture for senior debt securities (filed as Exhibit 4(a) to our Registration Statement on
        Form S-3 (No. 33-57659) and incorporated herein by reference).
   4.2  Form of Indenture for subordinated debt securities (filed as Exhibit 4(b) to our Registration
        Statement on Form S-3 (No. 33-57659) and incorporated herein by reference).
 * 4.3  Form of senior debt security.
 * 4.4  Form of subordinated debt security.
 * 4.5  Form of fixed rate senior medium term note.
 * 4.6  Form of floating rate senior medium term note.
 * 4.7  Form of fixed rate subordinated medium term note.

                                      II-2
<PAGE>
 * 4.8  Form of floating rate subordinated medium term note.
 * 4.9  Form of preferred share certificate.
* 4.10  Form of securities warrant agreement.
* 4.11  Form of deposit agreement.
* 4.12  Form of depositary share.
* 4.13  Form of depositary receipt.
   5.1  Opinion of Locke Liddell & Sapp LLP as to the legality of the securities being registered.
   8.1  Form of opinion of Locke Liddell & Sapp LLP as to certain tax matters.
  12.1  Computation of ratio of earnings to combined fixed charges and preferred share dividends.
  23.1  Consent of Deloitte & Touche LLP.
  23.2  Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1 hereto).
  23.3  Consent of Locke Liddell & Sapp LLP (included in Exhibit 8.1 hereto).
  24.1  Power of Attorney (included on signature page).
* 25.1  Statement of Eligibility of Trustee for senior debt securities on Form T-1.
* 25.2  Statement of Eligibility of Trustee for subordinated debt securities on Form T-1.
<FN>
*  To  be filed by amendment or incorporated by reference in connection with the offering of the securities.
</TABLE>

ITEM  17.  UNDERTAKINGS.

(a)     The  undersigned  registrant  hereby  undertakes:

     (1)     To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to  this  registration  statement:

     (i)     To  include  any  prospectus  required  by  Section 10(a)(3) of the
Securities  Act  of  1933,  as  amended  (the  "Securities  Act");

     (ii)     To reflect in the prospectus any facts or events arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change  in the information set forth in the Registration Statement;

     (iii)     To  include  any material information with respect to the plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in  the  Registration  Statement;

provided,  however,  that  paragraphs  (a)(1)(i)  and (a)(1)(ii) do not apply if
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is contained in periodic reports filed by the registrant pursuant to
Section  13  or  15(d)  of  the Securities Exchange Act of 1934, as amended (the
"Exchange  Act"),  that  are  incorporated  by  reference  in  the  Registration
Statement.

     (2)     That,  for  the  purpose  of  determining  any  liability under the
Securities  Act,  each such post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

     (3)     To  remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the  offering.

(b)     The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act  (and,  where  applicable,  each filing of an employee benefit plan's annual
report  pursuant  to  Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement  relating  to the securities offered therein, and the offering of such
securities  at  that  time  shall be deemed to be the initial bona fide offering
thereof.

                                      II-3
<PAGE>
(c)     The  undersigned  Registrant hereby further undertakes to supplement the
applicable  prospectus  supplement,  after  the  expiration  of the subscription
period,  to set forth the results of the subscription offer, the transactions by
the  underwriters  during  the  subscription  period, the amount of unsubscribed
securities  to be purchased by the underwriters, and the terms of any subsequent
reoffering thereof.  If any public offering by the underwriters is to be made on
terms  differing  from  those  set  forth on the cover page of the prospectus, a
post-effective  amendment will be filed to set forth the terms of such offering.

(d)     Insofar  as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers and controlling persons of the
registrant  pursuant to the provisions described in Item 15 of this Registration
Statement  or  otherwise, the registrant has been advised that in the opinion of
the  Securities  and  Exchange Commission such indemnification is against public
policy  as expressed in the Securities Act and is, therefore, unenforceable.  In
the  event that a claim for indemnification against such liabilities (other than
in  payment  by  the registrant of expenses incurred or paid by a trust manager,
director, officer or controlling person in the successful defense of any action,
suit  or  proceeding)  is asserted against the registrant by such trust manager,
director,  officer or controlling person in connection with the securities being
registered hereby, the registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to  a  court of
appropriate  jurisdiction  the  question  whether  such indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication  of  such  issue.

                                      II-4
<PAGE>
                                   SIGNATURES


     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-3  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the City of Houston, State of Texas, on the 25th day of August,
1999.

                               WEINGARTEN  REALTY  INVESTORS


                                    By: /s/ Stanford Alexander
                                        ------------------------
                                    Stanford Alexander, Chairman of the Board
                                    and Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears
below  hereby  constitutes  and  appoints  Stanford Alexander, Martin Debrovner,
Joseph  W.  Robertson  and  Andrew M. Alexander, and each of them, with the full
power  to act without the other, such person's true and lawful attorneys-in-fact
and  agents,  with full power of substitution and resubstitution, for him and in
his  name, place and stead, in any and all capacities, to sign, execute and file
this  Registration  Statement,  and  any  or  all amendments thereto (including,
without  limitation,  post-effective  amendments),  any  subsequent Registration
Statements  pursuant  to Rule 462 of the Securities Act of 1933, as amended, and
any  amendments  thereto  and to fill the same, with all exhibits  and schedules
thereto,  and  other  documents  in connection therewith with the Securities and
Exchange  Commission,  granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
necessary  or  desirable  to  be done in and about the premises, as fully to all
intents  and  purposes  as  he might or could do in person, hereby ratifying and
confirming  all that said attorneys-in-fact and agents, or any of them, or their
substitute  or  substitutes,  may  lawfully  do  or  cause  to  be  done.

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

<PAGE>
<TABLE>
<CAPTION>
Signature                                     Title                        Date
- ----------------------------  -------------------------------------  ----------------
<S>                           <C>                                    <C>
 /s/ Standord Alexander       Chairman of the Board, Trust Manager    August 26, 1999
- ----------------------------

Stanford Alexander            (Chief Executive Officer)
 /s/ Andrew M. Alexander      President and Trust Manager             August 26, 1999
- ----------------------------

Andrew M. Alexander
/s/ Robert J. Cruikshank      Trust Manager                           August 26, 1999
- ----------------------------
Robert J. Cruikshank

/s/ Martin Debrovner          Vice Chairman and Trust Manager         August 26, 1999
- ----------------------------
Martin Debrovner

/s/ Melvin A. Dow             Trust Manager                           August 26, 1999
- ----------------------------
Melvin A. Dow

/s/ Stephen A. Lasher         Trust Manager                           August 26, 1999
- ----------------------------
Stephen A. Lasher

/s/ Jospeh W. Robertson, Jr.  Executive Vice President and Trust      August 26, 1999
- ----------------------------
Joseph W. Robertson, Jr.      Manager (Chief Financial Officer)

/s/ Douglas W. Schnitzer      Trust Manger                            August 26, 1999
- ----------------------------
Douglas W. Schnitzer

/s/ Marc J. Shapiro           Trust Manager                           August 26, 1999
- ----------------------------
Marc J. Shapiro

/s/ J.T. Trotter              Trust Manager                           August 26, 1999
- ----------------------------
J.T. Trotter

/s/ Stephen C. Richter        Senior Vice President & Treasurer       August 26, 1999
- ----------------------------
Stephen C. Richter            (Principal Accounting Officer)
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                              EXHIBIT INDEX

Exhibit
Number
- -------
<C>      <S>
  * 1.1  Form of Underwriting Agreement for debt securities.
  * 1.2  Form of Underwriting Agreement for equity securities.
  * 1.3  Form of Distribution Agreement for medium-term notes.
 *  3.1  Amended and Restated Declaration of Trust, as amended (filed as Exhibit 3.1 to our Registration
         Statement on Form S-3 (No. 33-49206) and incorporated herein by reference).
  * 3.2  Amendment to the Restated Declaration of Trust (filed as Exhibit 3.2 to our Registration
         Statement on Form 8-A filed January 19, 1999 and incorporated herein by reference).
  * 3.3  Second Amendment to the Restated Declaration of Trust (filed as Exhibit 3.3 to our Registration
         Statement on Form 8-A filed January 19, 1999 and incorporated herein by reference).
  * 3.4  Third Amendment to the Restated Declaration of Trust (filed as Exhibit 3.4 to our Registration
         Statement on Form 8-A filed January 19, 1999 and incorporated herein by reference).
  * 3.5  Amended and Restated Bylaws (filed as Exhibit 3.2 to our Registration Statement on Form S-3
         (No. 33-49206) and incorporated herein by reference).
  * 3.6  Form of Statement of Designation of Preferred Shares.
    4.1  Form of Indenture for senior debt securities (filed as Exhibit 4(a) to our Registration
         Statement on Form S-3 (No. 33-57659) and incorporated herein by reference).
    4.2  Form of Indenture for subordinated debt securities (filed as Exhibit 4(b) to our Registration
         Statement on Form S-3 (No. 33-57659) and incorporated herein by reference).
  * 4.3  Form of senior debt security.
  * 4.4  Form of subordinated debt security.
  * 4.5  Form of fixed rate senior medium term note.
  * 4.6  Form of floating rate senior medium term note.
  * 4.7  Form of fixed rate subordinated medium term note.
  * 4.8  Form of floating rate subordinated medium term note.
  * 4.9  Form of preferred share certificate.
 * 4.10  Form of securities warrant agreement.
 * 4.11  Form of deposit agreement.
 * 4.12  Form of depositary share.
 * 4.13  Form of depositary receipt.
    5.1  Opinion of Locke Liddell & Sapp LLP as to the legality of the securities being registered.
    8.1  Form of opinion of Locke Liddell & Sapp LLP as to certain tax matters.
   12.1  Computation of ratio of earnings to combined fixed charges and preferred share dividends.
   23.1  Consent of Deloitte & Touche LLP.
   23.2  Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1 hereto).
   23.3  Consent of Locke Liddell & Sapp LLP (included in Exhibit 8.1 hereto).
   24.1  Power of Attorney (included on signature page).
 * 25.1  Statement of Eligibility of Trustee for senior debt securities on Form T-1.
 * 25.2  Statement of Eligibility of Trustee for subordinated debt securities on Form T-1.
<FN>
____________
*  To  be  filed  by  amendment  or  incorporated  by  reference  in connection with the offering of the
securities.
</TABLE>

<PAGE>

                                                                     EXHIBIT 5.1
                                                                     -----------
                                 August 26, 1999



Weingarten  Realty  Investors
2600  Citadel  Plaza  Drive
Suite  300
Houston,  Texas  77008

Re:     $400,000,000 Aggregate Offering Price of Securities of Weingarten Realty
        Investors

Gentlemen:

     We are acting as securities counsel to Weingarten Realty Investors, a Texas
real  estate  investment  trust  (the  "Company"),  in  connection  with  the
registration statement on Form S-3 (the "Registration Statement") being filed by
you  with  the  Securities  and Exchange Commission (the "Commission") under the
Securities  Act  of  1933, as amended (the "Act"), relating to the offering from
time  to time pursuant to Rule 415 under the Act, as set forth in the prospectus
contained  in  the  Registration  Statement  (the "Prospectus") and as to be set
forth  in  one  or  more  supplements  to  the  Prospectus  (each  a "Prospectus
Supplement"),  by  the Company of up to $400,000,000 aggregate offering price of
(i)  one  or  more  series  of senior or subordinated debt securities (the "Debt
Securities"),  (ii)  one  or  more  series  of  preferred  shares  of beneficial
interest,  par  value  of $0.03 per share (the "Preferred Shares"), (iii) common
shares  of beneficial interest, par value $0.03 per share (the "Common Shares"),
(iv) depositary shares (the "Depositary Shares") and/or (v) warrants to purchase
Debt  Securities,  Preferred  Shares  or  Common  Shares  (referred  to  herein
collectively  as  the  "Securities  Warrants").  The  Debt Securities, Preferred
Shares,  Common  Shares,  Depositary  Shares  and  Securities  Warrants  are
collectively  referred  to  as  the  "Securities."

     In  our  capacity  as your counsel in connection with such registration, we
have  made  such  legal  and  factual  examinations  and inquiries, including an
examination  of  originals  or  copies, certified or otherwise identified to our
satisfaction,  of  such  documents,  corporate  records,  certificates of public
officials  and  other  instruments  as  we have deemed necessary or advisable in
connection with this opinion, including (a) the Restated Declaration of Trust of
the  Company and the Amended and Restated Bylaws of the Company, each as amended
to date, (b) the Indenture, dated as of May 1, 1995, executed by the Company and

<PAGE>
Chase Bank of Texas, National Association (formerly known as Texas Commerce Bank
National  Association),  as  trustee,  relating  to  senior Debt Securities (the
"Senior Indenture"), (c) the Indenture, dated as of May 1, 1995, executed by the
Company  and  Chase Bank of Texas, National Association (formerly known as Texas
Commerce  Bank  National Association), as trustee, relating to subordinated Debt
Securities  (the  "Subordinated Indenture"), and (d) the Registration Statement.
In our examination, we have assumed the genuineness of all signatures, the legal
capacity  of  natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, the authenticity of the originals of such
copies and the authenticity of telegraphic or telephonic confirmations of public
officials  and others.  As to facts material to our opinion, we have relied upon
certificates  or telegraphic or telephonic confirmations of public officials and
certificates,  documents,  statements  and  other  information of the Company or
representatives  or  officers  thereof.

     The  opinions set forth below address the effect on the subject transaction
only of the federal laws of the United States and the internal laws of the State
of  Texas,  and we express no opinion with respect to the applicability thereto,
or  the  effect  thereon,  of  the  laws  of  any  other  jurisdiction.

     Subject  to the foregoing and the other matters set forth herein, it is our
opinion  that,  as  of  the  date  hereof:

     1.     The  Senior  Indenture and the Subordinated Indenture have been duly
authorized  by  the Company, duly executed and delivered by the Company to Chase
Bank  of  Texas,  National  Association  (formerly  known as Texas Commerce Bank
National  Association), as trustee (the "Trustee"), and duly qualified under the
Trust  Indenture  Act of 1939, as amended, and are the legally valid and binding
agreements  of  the  Company, enforceable against the Company in accordance with
their  respective  terms.

     2.     The  registration of the Debt Securities has been duly authorized by
the  Company,  and  when  the  Debt Securities have been duly established by the
applicable  Indenture,  duly  authenticated by the Trustee and duly executed and
delivered  on  behalf of the Company against payment therefor in accordance with
the  terms and provisions of the applicable Indenture and as contemplated by the
Registration  Statement  and  the  applicable  Prospectus  Supplement,  and  in
accordance  with  the  applicable  definitive  purchase, underwriting or similar
agreement  approved  by  the  Board  of  Trust  Managers (the "Board"), the Debt
Securities will constitute legally valid and binding obligations of the Company,
enforceable  against  the  Company  in  accordance  with  their  terms.

     3.     The registration of the Preferred Shares has been duly authorized by
the  Company,  and  when  the  Preferred  Shares  have  been duly established in
accordance with the terms of the Company's Statement of Designation defining the
rights  and  preferences  of the Preferred Shares, and applicable law, and, upon
issuance,  delivery  and  payment  therefor  in  the  manner contemplated by the
Registration  Statement  and  the  applicable  Prospectus  Supplement,  and  in
accordance  with  the  applicable  definitive  purchase, underwriting or similar
agreement  approved  by the Board, the Preferred Shares will be duly authorized,
validly  issued,  fully  paid  and  nonassessable.

<PAGE>
     4.     The  registration of the Common Shares has been duly authorized, and
upon  issuance,  delivery and payment therefor in the manner contemplated by the
Registration  Statement  and  the  applicable  Prospectus  Supplement,  and  in
accordance  with  the  applicable  definitive  purchase, underwriting or similar
agreement  approved  by  the  Board,  the Common Shares will be duly authorized,
validly  issued,  fully  paid  and  nonassessable.

5.     The  registration  of the Depositary Shares has been duly authorized, and
upon  issuance,  delivery and payment therefor in the manner contemplated by the
Registration  Statement  and  the  applicable  Prospectus  Supplement,  and  in
accordance  with  the  applicable  definitive  purchase, underwriting or similar
agreement  approved by the Board, the Depositary Shares will be duly authorized,
validly  issued,  fully  paid  and  nonassessable.

     6.      The  registration  of  the  Securities  Warrants  has  been  duly
authorized  by  the  Company,  and  when  the final terms thereof have been duly
established,  and  when  duly  executed  and  delivered  by  the  Company  and
countersigned  by the applicable financial institution identified as the warrant
agent  (the "Warrant Agent") in accordance with the applicable warrant agreement
(the  "Warrant  Agreement")  and  delivered  to  and  paid for by the purchasers
thereof  in  the  manner  contemplated  by  the  Registration  Statement and the
applicable  Prospectus  Supplement,  and  in  accordance  with  the  applicable
definitive  purchase,  underwriting  or similar agreement approved by the Board,
the Securities Warrants will constitute legally valid and binding obligations of
the Company, enforceable against the Company in accordance with their respective
terms.

     The  opinions  set  forth  above  are  subject to the following exceptions,
limitations  and  qualifications:  (i)  the  effect  of  bankruptcy, insolvency,
reorganization,  moratorium  or  other  similar  laws now or hereafter in effect
relating  to  or affecting the rights and remedies of creditors, (ii) the effect
of  general  principles  of  equity,  whether  enforcement  is  considered  in a
proceeding in equity or at law, and the discretion of the court before which any
proceeding  therefor  may  be  brought, (iii) the unenforceability under certain
circumstances  under  law  or  court  decisions  of provisions providing for the
indemnification  of or contribution to a party with respect to a liability where
such  indemnification  or  contribution  is  contrary  to public policy, (iv) we
express  no  opinion  concerning  the  enforceability of the waiver of rights or
defenses  contained  in  Section  514  of  the  Indenture, and (v) we express no
opinion  with  respect to whether acceleration of Debt Securities may affect the
collectability of any portion of the stated principal amount thereof which might
be  determined  to  constitute  unearned  interest  thereon.

     To  the  extent  that  the  obligations  of  the  Company  under the Senior
Indenture  or  Subordinated  Indenture  may  be  dependent upon such matters, we
assume  for purposes of this opinion that the Trustee is duly organized, validly
existing  and  in  good  standing  under  the  laws  of  its  jurisdiction  of
organization;  that  the  Trustee  is duly qualified to engage in the activities
contemplated by the applicable Indenture, that the applicable Indenture has been
duly  authorized,  executed  and  delivered  by  the Trustee and constitutes the
legally  valid  and  binding  obligation  of the Trustee enforceable against the
Trustee  in  accordance  with  its  terms;  that  the  Trustee is in compliance,
generally  with  respect  to acting as a trustee under the applicable Indenture,
with all applicable laws and regulations; and that the Trustee has the requisite
organizational  and  legal  power and authority to perform its obligations under
the  applicable  Indenture.

<PAGE>
     To  the  extent  that  the  obligations  of  the Company under each Warrant
Agreement  may  be  dependent  upon such matters, we assume for purposes of this
opinion  that  the Warrant Agent is duly organized, validly existing and in good
standing  under  the  laws of its jurisdiction of organization; that the Warrant
Agent  is duly qualified to engage in the activities contemplated by the Warrant
Agreement;  that  the  Warrant  Agreement has been duly authorized, executed and
delivered  by  the  Warrant  Agent and constitutes the legally valid and binding
obligation  of  the  Warrant  Agent  enforceable  against  the  Warrant Agent in
accordance  with  its terms;  that the Warrant Agent is in compliance, generally
with  respect to acting as a Warrant Agent under the Warrant Agreement, with all
applicable  laws  and  regulations; and that the Warrant Agent has the requisite
organizational  and  legal  power and authority to perform its obligations under
the  Warrant  Agreement.

     For the purposes of this opinion, we have assumed that (i) the Registration
Statement,  and  any  amendments  thereto (including post-effective amendments),
will have become effective, (ii) a Prospectus Supplement will have been prepared
and  filed  with the Commission describing the Securities offered thereby, (iii)
all Securities will be issued and sold in compliance with applicable federal and
state securities laws and in the manner stated in the Registration Statement and
the  appropriate  Prospectus  Supplement,  and  (iv)  a  definitive  purchase,
underwriting  or  similar  agreement with respect to any Securities offered will
have  been duly authorized and validly executed and delivered by the Company and
the  other  parties  thereto.

     We  consent  to  your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Opinions" in
the  prospectus  included  therein.

     This  opinion  is  rendered  only  to you and is solely for your benefit in
connection with the transactions covered hereby.  This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to, or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent.


                                   Very truly yours,

                                   /s/ Locke Liddell & Sapp LLP
                                   LOCKE LIDDELL & SAPP LLP

<PAGE>

                               FORM OF TAX OPINION

                                                                     EXHIBIT 8.1
                                                                     -----------

                              ______________, 1999


Weingarten  Realty  Investors
2600  Citadel  Plaza  Drive,  Suite  300
Houston,  Texas  77008

Ladies  and  Gentlemen:

     We  have acted as counsel to Weingarten Realty Investors (the "Company") in
connection  with  the  Registration  Statement  on  Form  S-3 filed of even date
herewith  with  the  Securities  and  Exchange Commission under Registration No.
333-_____  and  the  accompanying  prospectus  supplement  (as  the  same may be
amended  or supplemented from time to time, the "Registration Statement").  This
opinion  relates  to  certain  federal income tax matters in connection with the
Registration  Statement.  Capitalized  terms  not otherwise defined herein shall
have  the  meanings  ascribed  thereto  in  the  Registration  Statement.

     For the purposes of rendering our opinion, we have examined and are relying
upon  such  documents (including all exhibits and schedules attached thereto) as
we  have  deemed  relevant  or  necessary,  including:

     1.     The  Restated  Declaration of Trust of the Company and the Bylaws of
the  Company;

     2.     The  Registration  Statement and the Prospectus filed therewith; and

     3.     Such  other  documents,  records  and  instruments as we have deemed
necessary  in  order  to  enable  us  to  render the opinion referred to in this
letter,  and  our  opinion  is  conditioned  upon  (without  any  independent
investigation  or review thereof) the truth and accuracy, at all relevant times,
of  the  representations  and  warranties,  covenants  and  statements contained
therein.

This  opinion  is also subject to and conditioned upon representations contained
in  a written tax representation letter executed by officers of the Company (the
"Tax  Representation Letter").  The initial and continuing truth and accuracy of
the  representations  contained  in the Tax Representation Letter constitutes an
integral  basis for the opinion expressed herein and this opinion is conditioned
upon  the  initial  and  continuing truth and accuracy of these representations.

<PAGE>
     In  connection  with rendering this opinion, we have assumed to be true and
are  relying upon (without any independent investigation or review thereof), and
our  opinion  is  conditioned  upon  the  correctness  of,  the  following:

     1.     The  authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as copies, and
authenticity  of  the  originals  of  such  documents;

     2.     The  genuineness of all signatures, the due authorization, execution
and  delivery  of  all documents by all parties thereto and the due authority of
all  persons  executing  such  documents;

     3.     All  representations  and statements set forth in such documents are
true  and  correct;

     4.     All obligations imposed by any such documents on the parties thereto
have  been or will be performed or satisfied in accordance with their terms; and

     5.     All  covenants  contained  in  the Tax Representation Letter will be
performed  without  waiver  or  breach  of  any  provision  thereof.

We  have  further assumed the accuracy of the statements and descriptions of the
Company's  intended  activities  as  described in the Registration Statement and
the  Prospectus  and that the Company will operate in accordance with the method
of  operation  described  in  the  Registration  Statement  and  the Prospectus.

     Based  upon  our  examination  of  the  foregoing  items,  subject  to  the
assumptions,  exceptions,  limitations  and qualifications set forth therein, we
are  of  opinion that the Company qualified as a REIT under the Internal Revenue
Code  of  1986, as amended (the "Code") for the taxable years ended December 31,
1998, the Company is organized and its manner of operation is in conformity with
the  requirements for qualification and taxation as a REIT as of the date of the
Registration Statement and Prospectus Supplement and that the Company's proposed
manner of operation and diversity of equity ownership will enable the Company to
continue  to  satisfy  the  requirements  for  qualification  as  a REIT for the
calendar  year  1999  if  the Company operates in accordance with the methods of
operation described in the Registration Statement and the Prospectus Supplement,
including  the  representations  in the Tax Representation Letter concerning the
Company's  intended  method  of  operation.

     In  addition to the assumptions set forth above, this opinion is subject to
the  following  exceptions,  limitations  and  qualifications:

<PAGE>
     1.     Our  opinions  expressed herein are based upon interpretation of the
current  provisions  of the Code and existing judicial decisions, administrative
regulations  and  published rulings and procedures.  Our opinions only represent
our  best  judgment  and  are  not  binding upon the Internal Revenue Service or
courts  and  there  is  no  assurance that the Internal Revenue Service will not
successfully  challenge  the conclusions set forth herein.  The Internal Revenue
Service  has  not  yet issued regulations or administrative interpretations with
respect  to  various  provisions  of  the  Code  relating to REIT qualification.
Consequently,  no  assurance  can  be given that future legislative, judicial or
administrative  changes, on either a prospective or retroactive basis, would not
adversely affect the accuracy of the conclusions stated herein.  We undertake no
obligation  to  advise  you  of  changes  in  law which may occur after the date
hereof.

     2.     Our opinions are limited to the federal income tax matters addressed
herein,  and no other opinions are rendered with respect to any other matter not
specifically  set  forth  in  the  foregoing  opinion.

     3.     Our  opinions  are limited in all respects to the federal tax law of
the  United  States  and  we  express  no  opinion as to various state, local or
foreign  tax  consequences.

     4.     The  Company's  qualification and taxation as a REIT depend upon the
Company's  ability  to  satisfy through actual operating results, the applicable
asset  composition, source of income, stockholder diversification, distribution,
record  keeping  and  other requirements of the Code necessary to qualify and be
taxed  as  a  REIT.

     5.     The  foregoing  opinions  are  based  upon  the  proposed  method of
operation  as  described  in the Registration Statement and Prospectus and facts
stated  in  the  Tax Representation Letter and other documents described herein.
We  undertake  no  obligation  to  review  at any time in the future whether the
Company  has  fulfilled  the  requirements  listed  in  this  paragraph  4  and,
consequently, no assurance can be given that the actual results of the Company's
operations  for  any  taxable  year  will  satisfy  the requirements of the Code
necessary  to  qualify  or  be  taxed  as  a  REIT.

     6.     In  the event any one of the statements, representations, warranties
or  assumptions  we  have  relied  upon  to issue this opinion is incorrect in a
material respect, our opinions might be adversely affected and may not be relied
upon.

     This  opinion  is  furnished  to  you  for  the  purpose  of complying with
applicable  securities laws.  This opinion may not be used or relied upon by any
other  person  or  for  any  other  purpose and may not be circulated, quoted or
otherwise  referred  to  for  any purpose without our prior written consent.  We
hereby  consent  to  the  reference  to us under the caption "Federal Income Tax
Consequences"  and  "Legal  Matters"  in  the Registration Statement, and to the
filing  of  this  opinion  as  an Exhibit to the Registration Statement, without
implying  or  admitting that we are experts within the meaning of the Securities
Act of 1933, as amended, with respect to any part of the Registration Statement.

                                        Sincerely,

                                        /s/


<PAGE>

                                                                      EXHIBIT 12
<TABLE>
<CAPTION>
                                             WEINGARTEN REALTY INVESTORS
                                   COMPUTATION OF RATIO OF EARNINGS AND FUNDS FROM
                          OPERATIONS TO COMBINED FIXED CHARGES AND PREFERRED SHARE DIVIDENDS
                                            (DOLLAR AMOUNTS IN THOUSANDS)

                                                                     YEAR ENDED DECEMBER 31,
                                                                     -----------------------
                                                                                                               SIX
                                                                                                             MONTHS
                                                                                                              ENDED
                                                                                                            JUNE 30,
                                                          1994     1995      1996       1997       1998       1999
                                                         -------  -------  ---------  ---------  ---------  ---------
<S>                                                      <C>      <C>      <C>        <C>        <C>        <C>
Income before
Extraordinary charge. . . . . . . . . . . . . . . . . .  $43,788  $44,802  $ 53,938   $ 54,966   $ 60,365   $  37,271
Add:
Portion of rents representative of the interest factor.      521      572       605        667        882         692
Interest on indebtedness. . . . . . . . . . . . . . . .   10,694   16,707    21,975     30,009     33,654      15,524
Amortization of debt cost . . . . . . . . . . . . . . .      456      246       355        432        366         174
                                                         -------  -------  ---------  ---------  ---------  ---------

Net income as adjusted. . . . . . . . . . . . . . . . .  $55,459  $62,327  $ 76,873   $ 86,074   $ 95,267   $  53,661
                                                         =======  =======  =========  =========  =========  =========

Fixed Charges:
Interest on Indebtedness. . . . . . . . . . . . . . . .  $10,694  $16,707  $ 21,975   $ 30,009   $ 33,654   $  15,524
Capitalized interest. . . . . . . . . . . . . . . . . .    1,670    2,878     1,285        812      1,375       1,255
Preferred dividends . . . . . . . . . . . . . . . . . .        0        0         0          0      5,881       9,573
Amortization of debt cost . . . . . . . . . . . . . . .      456      246       355        432        366         174
Portion of rents representative of the interest factor.      521      572       605        667        882         692
                                                         -------  -------  ---------  ---------  ---------  ---------
Fixed charges
                                                         $13,341  $20,403  $ 24,220   $ 31,920   $ 42,158   $  27,218
                                                         =======  =======  =========  =========  =========  =========
RATIO OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED SHARE
DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . .     4.16     3.05      3.17       2.70       2.26        1.97
                                                         =======  =======  =========  =========  =========  =========

Net income available to common shareholders . . . . . .  $43,788  $44,802  $ 53,938   $ 54,966   $ 54,484   $  27,698
Depreciation and amortization . . . . . . . . . . . . .   26,842   29,813    33,414     37,544     41,580      22,990
Extraordinary charge. . . . . . . . . . . . . . . . . .        0        0         0          0      1,392         149
(Gains) loss on sales of property . . . . . . . . . . .      234       14    (5.563)    (3.327)      (885)         55
                                                         -------  -------  ---------  ---------  ---------  ---------
Funds from operations . . . . . . . . . . . . . . . . .   70,864   74,629    81,789     89,183     96,571      50,892
Portion of rents representative of the interest factor.      521      572       605        667        882         692
Amortization of debt cost . . . . . . . . . . . . . . .      456      246       355        432        366         174
Preferred dividends . . . . . . . . . . . . . . . . . .        0        0         0          0      5,881       9,573
Interested on indebtedness. . . . . . . . . . . . . . .   10,694   16,707    21,975     30,009     33,654      15,524
                                                         -------  -------  ---------  ---------  ---------  ---------
Funds from operations (as adjusted) . . . . . . . . . .  $82,535  $92,154  $104,724   $120,291   $137,354   $  76,855
                                                         =======  =======  =========  =========  =========  =========
RATIO OF FUNDS FROM OPERATIONS TO
COMBINED FIXED CHARGES AND
PREFERRED SHARE DIVIDENDS . . . . . . . . . . . . . . .     6.18     4.51      4.32       3.77       3.26        2.82
                                                         =======  =======  =========  =========  =========  =========
</TABLE>

<PAGE>

                                                                    EXHIBIT 23.1

                          INDEPENDENT AUDITORS' CONSENT

We  consent  to the incorporation by reference in this Registration Statement of
Weingarten  Realty  Investors on Form S-3 of our report dated February 13, 1999,
appearing  in  the Annual Report on Form 10-K of Weingarten Realty Investors for
the  year  ended December 31, 1998, and our report dated July 23, 1999 (relating
to  the Statement of Revenue and Certain Expenses of Brodie Oaks Shopping Center
for  the period from January 1, 1998 to October 9, 1998) and of our report dated
August  6,  1999  (relating  to the Statement of Revenue and Certain Expenses of
Regal Distribution Center for the year ended December 31, 1997) appearing in the
Current  Report  on  Form  8-K  of  Weingarten  Realty  Investors filed with the
Securities  and  Exchange Commission on August 13, 1999, and to the reference to
us  under  the  heading  "Experts"  in  the  Prospectus,  which  is part of this
Registration  Statement.

/s/ Deloitte  &  Touche  LLP
Deloitte  &  Touche  LLP

Houston,  Texas
August  26,  1999

<PAGE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission