UNITED INVESTORS REALTY TRUST
10-Q, 2000-05-12
REAL ESTATE INVESTMENT TRUSTS
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 TYPE 10-Q
 SEQUENCE:  1
 DESCRIPTION:  FIRST QUARTER REPORT FOR 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

      (X)   QUARTERLY  REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
            EXCHANGE ACT OF 1934.

            For the quarterly period ended March 31, 2000

      ( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

            Commission File Number  001-13915
                                    ---------

                          UNITED INVESTORS REALTY TRUST
             (Exact name of Registrant as Specified in its Charter)

                   TEXAS                              76-0265701
          ------------------------               ----------------------
          (State of Incorporation)                  (IRS Employer
                                                 Identification Number)

                           5847 San Felipe, Suite 850
                                Houston, TX 77057
             -----------------------------------------------------
             (Address of Principal Executive Offices and Zip Code)

                                 (713) 781-2860
               ---------------------------------------------------
               (Registrant's Telephone Number Including Area Code)

Number of shares  outstanding of the issuer's Common Shares, no par value, as of
May 11,2000: 8,979,392 shares.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                Yes __X__ No_____



<PAGE>
Part I.     FINANCIAL INFORMATION

Item 1.     Financial Statements

<TABLE>
<CAPTION>
                         United Investors Realty Trust
                          Consolidated Balance Sheets

                                    ASSETS


                                                                       March 31,
                                                                         2000         December 31,
                                                                      (Unaudited)         1999
                                                                     ------------    -------------
<S>                                                                          <C>              <C>
Investment real estate:
    Land .........................................................  $ 48,720,036      $ 48,964,963
    Buildings and improvements ...................................   127,304,433       127,232,647
    Property under development ...................................     1,461,136         1,105,343
                                                                      ----------        ----------
                                                                     177,485,605       177,302,953

Less accumulated depreciation ....................................   (12,245,774)      (11,164,573)
                                                                      ----------        ----------
Investment real estate, net ......................................   165,239,831       166,138,380
Cash and cash equivalents ........................................     4,002,483         1,807,791
Accounts receivable, net of allowance ............................     3,100,138         2,876,523
Prepaid expenses and other assets ................................     4,311,338         4,143,068
                                                                      ----------        ----------
    Total Assets .................................................  $176,653,790      $174,965,762
                                                                    ============      ============

         LIABILITIES, MINORITY INTEREST, AND COMMON SHAREHOLDERS' EQUITY

Liabilities:
Mortgage notes payable ...........................................  $ 53,497,282      $ 50,043,083
Capital lease obligations ........................................     9,796,869        11,529,745
Construction note payable ........................................     4,878,132         5,198,132
Short-term notes and lines of credit .............................    25,557,800        22,953,000
Accounts payable,accrued expenses
 and other liabilities ...........................................     4,367,097         5,887,733
Accrued distributions.............................................     1,944,436         1,945,673
                                                                      ----------     -------------
Total liabilities ................................................   100,041,616        97,557,366
                                                                      ----------     -------------
Minority interest in consolidated partnerships....................     2,714,102         2,745,791
                                                                      ----------     -------------
Commitments and contingencies

Common shareholders' equity:
    Common shares of beneficial interest, no par value,
    500,000,000 shares authorized; 9,514,889 shares issued;
    9,043,892 and 9,511,392 shares outstanding in 2000 and 1999,
    respectively .................................................    87,226,397       87,233,173
Accumulated deficit.................................................. (9,477,742)      (8,517,310)
                                                                      ----------    -------------
                                                                      77,748,655       78,715,863
Less:
Treasury shares, at cost, 470,997 and 3,497 in
2000 and 1999, respectively ......................................    (3,238,227)      (3,238,227)
Shareholder notes receivable......................................      (612,356)        (815,031)
                                                                      ----------    -------------
Total common shareholders' equity .................................   73,898,072       74,662,605
                                                                      ----------    -------------
Total liabilities, minority interest and
common shareholders' equity ......................................  $176,653,790     $174,965,762
                                                                    ============     ============
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                            United Investors Realty Trust
                      Consolidated Statements of Operations
                                   (unaudited)

                                                           Three Months Ended
                                                      --------------------------
                                                        31-Mar-00      31-Mar-99
<S>                                                        <C>          <C>
Revenues:
  Rental .......................................     $4,939,876       $4,896,277
  Recoveries from tenants ......................      1,421,533        1,415,521
  Interest and other income ....................         77,439           41,240
                                                      ---------       ----------
     Total revenues ............................      6,438,848        6,353,038

Property operating .............................        691,238          731,821
Property taxes .................................        986,394          871,152
Property management fees .......................         51,442           95,533
General and administrative  ....................        464,718          367,583
Advisory fees ..................................        312,232          304,934
Depreciation and amortization ..................      1,120,185        1,039,232
Interest .......................................      1,921,571        1,516,741
                                                     ----------       ----------
      Total expenses ...........................      5,547,780        4,926,996

       Income before minority interest, and
        gain on sale of real estate ...............     891,068        1,426,042

Minority interest in income of consolidated
 partnerships ..................................        (28,974)         (42,254)

Gain on sale of real estate ...................         121,910            -
                                                     ----------       ----------
Net income .....................................       $984,004       $1,383,788
                                                     ==========       ==========

Basic and diluted per share amounts:
Net income  ....................................     $     0.11       $     0.15
                                                     ==========       ==========

Basic and diluted weighted average shares
 outstanding ...................................      9,043,892        9,514,850

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        United Investors Realty Trust
                     Consolidated Statements of Cash Flows
                                 (unaudited)


                                                                      Three Months Ended
                                                                   -----------------------
                                                                  31-Mar-00          31-Mar-99
                                                                 ----------         ----------
<S>                                                                  <C>             <C>
Cash flows from operating activities:
  Net income .................................................  $   984,004        $ 1,383,788

  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation .............................................    1,086,665            991,103
    Amortization .............................................       81,095             62,448
    Minority interest in income of consolidated partnerships .       28,974             42,254
    Gain on sale of real estate ..............................     (121,910)              -
    Changes in operating assets and liabilities ..............   (1,766,240)          (561,253)
                                                                 ----------         ----------

       Net cash provided by operating activities .............      292,588          1,918,340
                                                                 ----------         ----------
Cash flows from investing activities:
    Purchase of and capital improvements to investment
     real estate .............................................     (637,767)        (3,236,758)
    Proceeds from sale of real estate ........................      493,375               -
    Application of escrow deposits ...........................         -                25,000
                                                                 ----------         ----------

       Net cash used in investing activities .................     (144,392)        (3,211,758)
                                                                 ----------         ----------
Cash flows from financing activities:
    Proceeds from mortgage note payable ......................    3,650,000               -
    Proceeds from short-term notes payable ...................    2,604,800               -
    Collections from notes receivable ........................       39,669               -
    Principal payments on mortgage notes payable..............     (195,801)          (254,441)
    Payments on capital lease obligations ....................   (1,654,676)           (24,980)
    Proceeds from construction note payable ..................         -             1,073,714
    Principal payments on construction note payable...........     (320,000)              -
    Offering costs ...........................................       (6,776)           (29,060)
    Payment of distributions .................................   (1,945,673)        (2,045,702)
    Distribution to holders of minority interests ............      (60,662)          (111,840)
    Payment of loan acquisition costs ........................      (64,385)              -
    Purchase of treasury shares ..............................         -               (35,625)
                                                                 ----------         ----------
       Net cash provided by (used in)financing activities ....    2,046,496         (1,427,934)
                                                                 ----------         ----------

Increase (decrease) in cash and cash equivalents .............    2,194,692         (2,721,352)

Cash and cash equivalents at beginning of period .............    1,807,791          5,486,095
                                                                 ----------         ----------
Cash and cash equivalents at end of period ...................  $ 4,002,483        $ 2,764,743
                                                                 ----------         ----------
     Supplemental disclosures
       Cash paid for interest.................................    1,875,707          1,502,422
       Assumption of property tax and security deposit
       liabilities in connection with acquisition of
       properties ............................................         -                 4,913
       Purchase of treasury shares by optionees with
       purchase money notes ..................................         -               815,031
       Reduction of capital lease obligation..................       78,200               -
       Forgiveness of shareholder notes receivable............      163,006               -
       Accrued distributions..................................    1,944,436          1,945,673
</TABLE>
<PAGE>

                 United Investors Realty Trust and Subsidiaries
                   Notes to Consolidated Financial Statements

1.        Organization and Basis of Presentation

Organization

United  Investors Realty Trust and  Subsidiaries  (the "Company"),  a Texas real
estate investment trust ("REIT") is engaged in the acquisition, development, and
management of neighborhood and community shopping centers in the Sunbelt states.
The tenants of the  Company's  shopping  centers  include  national and regional
supermarkets and drug stores and other national,  regional,  and local retailers
that  provide  basic  necessity  and  convenience  goods  and  services  to  the
surrounding population.

The Company  operated from 1989 until 1998 as a private REIT. On March 13, 1998,
the Company completed an initial public offering (the "IPO") of 7,600,000 common
shares of  beneficial  interest.  In April  1998,  the  Company  issued  another
1,000,000 common shares of beneficial  interest  pursuant to the exercise of the
underwriters'   overallotment  options.  Prior  to  the  IPO,  the  Company  had
outstanding approximately 915,000 shares.

Basis of Presentation

These unaudited  consolidated  financial  statements include the accounts of the
Company,  its  subsidiaries  and  partnerships  in  which  it  owns  controlling
interests. The accompanying consolidated financial statements have been prepared
by the Company's  management in accordance  with generally  accepted  accounting
principles for interim  financial  information and the instructions to Form 10-Q
and  do  not  include  all  information  and  footnotes  necessary  for  a  fair
presentation  of financial  position,  results of  operations  and cash flows in
conformity with generally accepted accounting  principles for complete financial
statements.  These  statements  should be read in conjunction with the Company's
audited financial  statements and notes thereto included in the Company's Annual
Report on Form 10-K dated  March 15,  2000.  In the opinion of  management,  the
financial  statements  contain  all  adjustments  (which  consist  of normal and
recurring  adjustments)  necessary for a fair  presentation of financial results
for the interim periods.

2.        Investment in Properties

At March 31, 2000, the Company owned controlling interests in 28 shopping center
properties  containing  approximately  3,200,000  total  square  feet  of  gross
leaseable  area  ("GLA"),  of which the Company  owned  approximately  2,400,000
square feet of GLA.

In July 1999, the Company  entered into a master lease agreement with the seller
of the  Spring  Shadows  Albertson's  Center in  Houston,  Texas.  The center is
comprised  of  approximately  100,000  square  feet of GLA, of which the Company
purchased  approximately  37,000 square feet and 63,000 square feet is owned and
occupied by  Albertson's.  Pursuant to this agreement the Company assumed all of
the economic  risks and rewards of  operating  the 37,000  square foot  shopping
center until  February 29, 2000,  at which time the Company,  for no  additional
consideration, obtained fee title to the shopping center.

As of March 31, 2000, 22% of the Company's  owned GLA was in the Houston,  Texas
area, 14% was in the Dallas,  Texas area, 20% was elsewhere in Texas, 26% was in
Florida, 14% was in Arizona, and 4% was in Tennessee.

3.    Notes and Mortgages Payable

The Company's mortgage notes payable consist of fixed-rate debt with outstanding
principal balances aggregating $53,497,282 at March 31, 2000. The interest rates
range  from 7.5% to 9.3% with a weighted  average  interest  rate of 8.58%.  The
notes  mature at various  times  through  2018 with a weighted  average  term to
maturity of 7.6 years.

Property under capital leases,  consisting of two shopping  centers,  aggregated
$13.8  million at March 31,  2000 and is  included in  investment  real  estate.
Depreciation of the property under capital leases is combined with  depreciation
of owned properties in the  accompanying  financial  statements.  Future minimum
lease  payments  under these  capital  leases total $15.1  million,  with annual
payments  due of  approximately  $.8 million in each of 2000 through  2004,  and
$11.3  million  thereafter.  The  amount of these  total  payments  representing
interest is approximately $5.3 million.

The Company has a $36,500,000 revolving credit agreement with a bank. Borrowings
are  collateralized by first mortgage deeds of trust on six shopping centers and
bear  interest at 154.45 basis points over  selected  London  Interbank  Offered
Rates.  The facility expires on August 30, 2001. The Company may elect to extend
it for one  additional  year upon  notification  to the lender and payment of an
extension fee equal to 0.25% of the aggregate  amount  outstanding at such date.
At March 31,  2000 the  Company  had  borrowed  $25,557,000  under the line at a
weighted average rate of approximately  7.8% under LIBOR contracts  ranging from
one to three  months.  In  addition,  the Company  had issued  letters of credit
aggregating approximately $3,841,000 (see Letters of Credit below).

One of the credit agreement covenants limits total company debt to not more than
50% of a  formula-based  calculation of total asset value. As of March 31, 2000,
total debt  represented  approximately  58% of such value. The Company has begun
discussions  with the lender  concerning the  modification  of the loan terms to
increase this limit to 60% and cure the default. The Company may add one or more
unencumbered  properties  to the  lender's  pool  of  collateral  properties  to
facilitate the modification.  In the event the lender is unwilling to modify the
agreement, the lender could accellerate the debt.

The lender has indicated the willingness to modify the covenant and accordingly,
management  believes the Company will be able to successfully  modify the credit
agreement.  In the event the Company is  unsuccessful,  management  believes the
credit  agreement  can be  refinanced  with other  lenders,  although  at higher
interest rates.

4.    Per Share Data

Basic earnings per share is computed  based upon the weighted  average number of
common shares  outstanding  during the period  presented.  Diluted  earnings per
share is computed  based upon the weighted  average  number of common shares and
dilutive common share equivalents outstanding during the periods presented.  The
number of diluted  shares  related to  outstanding  share options is computed by
application of the  Treasury share method. The  following table sets  forth the
computation of basic and diluted earnings per share:
<TABLE>
<CAPTION>
                                             Three Months
                                            Ended March 31,
                                    ----------------------------
Weighted Average Shares                2000           1999
- -----------------------                ----           ----

<S>                                      <C>          <C>
Basic EPS .........................  9,043,892      9,514,850
Effect of dilutive securities:
 Employee share options ...........         --             --
                                    ----------     ----------
Diluted EPS .......................  9,043,892      9,514,850
                                    ==========     ==========
Distributions per share declared ..     $0.215         $0.215
                                    ==========     ==========
</TABLE>

5.    Advisory Agreement

The  Company is managed  and  advised by an entity  (the  "Investment  Manager")
affiliated  with the Company's  chairman.  The Investment  Manager is paid a fee
based on an  amount  equivalent  to 6.5% of  earnings  before  interest,  taxes,
depreciation,  amortization,  and advisory  fees. The rate was reduced from 6.8%
effective  July 1, 1999.  In addition,  the Company  reimburses  the  Investment
Manager for the salaries, benefits, and occupancy costs of employees who perform
property management,  leasing, property level accounting,  and other operational
duties for the Company.

During the three months  ended March  31,2000,  the Company paid the  Investment
Manager fees of approximately  $296,000,  and reimbursed the Investment  Manager
$229,000 for salaries, benefits, occupancy, and other operational costs. For the
corresponding  periods in 1999 the Investment Manager fees were $288,000 and the
salaries, benefits, occupancy, and other operational costs were $162,000.

In each of the first  quarters of 2000 and 1999,  the Company also forgave loans
to the Investment  Manager in the amount of $16,500.  Such loans were granted in
to enable the Advisor to exercise previously granted options (see Note 6).

6.    Incentive Share Option Plan

During 1998, the Company  granted  options to purchase  337,000 common shares to
certain officers,  employees,  Trust Managers,  and the Investment Manager.  The
recipients  are  eligible  to  exercise  25% of their  options  each  January 1,
beginning in 1999. The exercise  price is $10.00 per share,  up to 100% of which
may be borrowed from the Company.  Such loans are included in shareholder  notes
receivable at March 31, 2000.  Loans are  repayable  over four years and require
annual payments of 25% of the initial  principal and interest  calculated at the
Applicable  Federal Rate published by the IRS. The Applicable Federal Rate as of
January 1, 1999 was 4.64%.

With respect to options that became exercisable on January 1, 1999, the Board of
Trust Managers elected to forgive 80% of the borrowed  amount.  The loan will be
forgiven in equal  installments  over a four-year period, at the rate of 20% per
year,  conditioned  upon  continued  employment by the Company or the Investment
Manager.  Included in general and  administrative  expenses for the three months
ended March 31, 2000 and 1999 is $24,251 which  represents  the  recognition  of
such loan forgiveness  with respect to loans made to the Company's  officers and
employees.  Included in advisory  fees for the three months ended March 31, 2000
and 1999 is $16,500,  which represents the recognition of such loan forgiveness
with respect to loans made to the Investment Manager.


ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

The following  discussion  should be read in conjunction  with the  accompanying
condensed  consolidated  financial  statements  and  notes  thereto.  Historical
results  and trends  which might  appear  should not be taken as  indicative  of
future operations.

We have been  operating  since 1989 as a Texas REIT engaged in the  acquisition,
ownership,  management,  leasing and redevelopment of community shopping centers
in the Sunbelt  region of the United  States.  We focus on  properties  anchored
primarily by supermarkets,  drug stores and major retail tenants located in this
region.

We owned controlling interests in 28 neighborhood and community shopping centers
at March 31,  2000.  Leases for our  properties  range from less than a year for
smaller spaces to over 25 years for larger tenants. Leases generally provide for
minimum  lease  payments  plus  payments  for the  tenants'  portion  of  taxes,
insurance,  and common area maintenance  expenses;  some leases also provide for
contingent payments based on a tenant's sales volume.

RESULTS OF OPERATIONS

QUARTER ENDED MARCH 31, 2000 Compared to Quarter Ended March 31, 1999

Our property  portfolio  increased,  on a gross leaseable area ("GLA") basis, by
approximately 172,000 square feet, or 8%, from March 31, 1999 to March 31, 2000.
However, revenue increased by only $86,000, or 1%, and net earnings decreased by
approximately  $398,000,  or 29%,  for the three  months  ended  March 31,  2000
compared to the same period in 1999.

Revenue was negatively  affected by a higher vacancy level (11% in 2000 compared
to 5% in 1999)  resulting  primarily  from the  bankruptcies  of  several  large
tenants.  As of March 31,  2000,  we have not  re-leased  approximately  133,000
square  feet of GLA  that was  vacated  by these  tenants.  We are not  actively
marketing  approximately  40,000  square  feet  of  this  space  because  we are
considering  alternative  strategies  for the  shopping  center,  which  include
demolition and redevelopment of some or all of the center. We continue to market
the  remaining  vacancies,  and  believe  that  when  leased,  the  space  could
contribute as much as $600,000 in additional annual earnings;  however, there is
no assurance that we will be able to release the space in the near future.

We do not  anticipate  significant  increases in revenue from sources other than
these spaces until early in 2000's fourth  quarter.  At that time, we anticipate
opening  the new McMinn  Center  Ingles  grocery  store,  a 60,000  square  foot
replacement  of Ingle's  present 27,000 square foot location in the same center.
We  believe  the net  effect  on  revenue  of this  opening  will  initially  be
approximately $20,000 of additional revenue each month. We also believe that the
FishHawk Kash N Karry Shopping Center will open in 2000's fourth quarter. We own
a 50% interest in this  project,  and believe that our share of its revenue will
approximate $30,000 per month when it is substantially leased.

Higher interest rates and other expenses also  negatively  affected net earnings
in 2000's  first  quarter  compared to the same  quarter in 1999.  Increases  in
interest  expense were a result of additional total debt (average of $91,000,000
in 2000 versus  $64,000,000  in 1999) and increased  interest  rates on variable
rate debt  (average  of  $24,000,000  in 2000  versus  $7,500,000  in 1999).  We
anticipate additional interest expense increases due to approximately $4,500,000
in debt that we added during 2000's first quarter and potential  rate  increases
that many analysts believe are likely. We also presently intend to substantially
finance our  FishHawk  center upon  completion,  and  accordingly,  our interest
expense may increase at that time.

Advisory fees were relatively flat from 1999's to 2000's first quarter.  Because
advisory  fees  generally  increase or decrease  with  revenue,  we believe that
advisory  fees will remain  stable until our revenue is  positively  affected by
releasing our large vacant spaces or completion of the development  projects now
under construction.

General and administrative expenses increased by approximately $95,000 in 2000's
first quarter as compared to 1999.  There are generally two primary  reasons for
the increase.

First, during 1999's first quarter, most of our properties were managed by third
party property management companies, and the cost of these contracts ($95,500 in
1999's first quarter) were included in property operating  expenses.  Subsequent
to March 31, 1999 we converted to internal  property  management  for all of our
Texas properties and our outside  property  management fees decreased to $51,000
in the first  quarter of 2000.  In order to assume  these  responsibilities,  we
added salaried  property  management,  leasing,  and accounting  personnel whose
costs are now included in general and administrative expense.

In addition, beginning in the second quarter of 1999, we started reimbursing the
Investment  Manager  for an  allocated  portion  of its rent  expense  and other
occupancy and office services  costs.  Accordingly,  general and  administrative
expenses  in the first  quarter  of 2000  include  rent  expense  (approximately
$18,000) and other allocated office overhead  expenses  (approximately  $20,000)
that were not incurred in 1999's first quarter.

Liquidity and Capital Resources

Until and unless we are able to increase our revenue, we believe demands for our
capital will exceed our ability to meet those demands solely from operating cash
flows.  However,  we believe there are other sources of capital available to us,
including  proceeds from possible  property sales.  We have  identified  several
properties  that we believe no longer  have the  investment  characteristics  we
desire and we are attempting to sell these properties. In 1999, these properties
accounted  for  approximately  $4,100.00 in revenue and had a carrying  value of
approximately  $25,000,000 at March 31, 2000. We believe the sale of some or all
of these  properties may provide  additional  resources to enable us to meet the
demands on our capital  described  below.  We also  believe we are able to raise
debt and some forms of equity or joint venture capital, but presently we believe
these sources may be relatively expensive.  Demands on our capital are described
below.

In order to maintain the tax benefits of operating as a REIT, we are required to
distribute  to our  shareholders  at least  95% (90%  beginning  in 2001) of our
taxable  income.  The Board of Trust Managers has  distributed in excess of that
amount since our initial public offering in March 1998, and presently intends to
maintain the quarterly distribution level of $0.215 per share.

As previously noted,  several large tenants have vacated their leased spaces and
we have not yet released these spaces. We anticipate that releasing three of the
four large spaces will require  approximately  $2,800,000 in construction costs,
other tenant inducement costs, and leasing commissions. In addition, if we elect
to redevelop the shopping center  mentioned above, we will need an undetermined,
but substantial  amount of capital,  and we may terminate  existing leases which
will further reduce our revenue.

We are in the development and construction  phases of two new centers, in one of
which we own a 50%  interest.  Our  portion  of the costs of these two  projects
approximates $6,000,000.

Our Board of Trust  Managers  has  approved a share  repurchase  program for the
possible  repurchase  of as  many  as  1,000,000  common  shares  of  beneficial
interest.  Our Board believes that at recent market prices, our shares represent
a compelling real estate investment,  and to the extent capital is available and
prices are attractive, we intend to execute the repurchase plan.

Cash flow from  operating  activities was $293,000 in the first quarter of 2000,
compared to $1,918,340 in the  comparable  year earlier  quarter.  The reduction
from 1999 to 2000 is  substantially  the result of the timing of our  payment of
property taxes,  increased  interest  expense and the vacancies of several large
tenants.

As  described  in Note 3 to the  accompanying  financial  statements,  we have a
$36,500,000  revolving credit agreement with a bank. As of March 31, 2000 we had
drawn   approximately   $29,400,000   (including   unfunded  letters  of  credit
approximating  $3,400,000) under the line. This amount represents  approximately
58% of a formula based  calculation  of our assets'  values.  Because the credit
agreement  limits our  borrowings  to 50% of this value,  we will not be able to
draw any additional  amounts under the credit agreement unless the bank modifies
the agreement.

Funds From Operations

Following  is a  reconciliation  of net  income  to funds  from  operations  and
funds available for distribution.

<TABLE>
<CAPTION>

                          United Investors Realty Trust
                      Calculation of Funds From Operations
                      and Funds Available for Distribution

                                                    Three Months Ended
                                                  31-Mar-00      31-Mar-99
                                                ---------------------------
Funds from operations:
<S>                                                <C>              <C>
Net income ..................................     $984,004      $1,383,788
  Plus real estate related
   depreciation and amortization ............    1,120,185       1,008,698
  Less gain on sale of real estate ..........     (121,910)          -
Plus minority interest in down REIT
   partnerships .............................       28,974          40,991
                                                ----------      ----------

Funds from operations .......................   $2,011,253      $2,433,477
                                                ==========      ==========

Funds from operations per share and downReit
 unit .......................................   $     0.22      $     0.25
                                                ==========      ==========

Funds available for distribution:
Funds from operations .......................   $2,011,253      $2,433,477
Plus amortization of financing costs ........       47,575          43,731
Less tenant improvements and leasing
 commissions ................................      (84,902)        (96,665)
Less non-recoverable recurring capital
 improvements ...............................      (20,732)        (41,720)
Less straight line rents, net of
 $80,000 bad debt write-off in
 March 1999 .................................      (99,123)        (15,615)
Plus forgiveness of option loans ............       40,751          40,751
Other .......................................         -             28,676
                                                ----------      ----------

Funds available for distribution ............   $1,894,822      $2,392,635
                                                ==========      ==========
Funds available for distribution per share
 and downReit unit ..........................   $     0.20      $     0.24
                                                ==========      ==========

Basic and diluted weighted average number of
 shares and downReit partnership units ......    9,325,486       9,796,444

</TABLE>

Note 1-Definitions

The Company  considers funds from  operations to be an alternate  measure of the
performance of an equity REIT since such measure does not recognize depreciation
and  amortization  of real  estate  assets  as  operating  expenses.  Management
believes  that  reductions  for these  charges are not  meaningful in evaluating
income-producing  real  estate,  which  historically  has not  depreciated.  The
National  Association  of Real  Estate  Investment  Trusts  defines  funds  from
operations  as net income  plus  depreciation  and  amortization  of real estate
assets, less gains and losses on sales of properties. Funds from operations does
not  represent  cash flows from  operations  as  defined by  generally  accepted
accounting  principles  and should not be  considered as an  alternative  to net
income as an indicator of the Company's  operating  performance or to cash flows
as a measure of liquidity.

Funds available for distribution is FFO adjusted for the cash effects of certain
transactions.  In accordance with generally accepted accounting principles,  the
Company  capitalizes  and  depreciates  or amortizes  over various  useful lives
expenditures  for  tenant  improvements,   leasing  commissions,  and  recurring
improvements  to fixed  assets.  To the extent these  amounts do not improve the
value of the real estate or are not recoverable as additional  rent, the Company
believes  that FFO as a  measure  of  performance  is more  meaningful  if it is
adjusted  for these  amounts.  In  addition,  adjustments  are made for non-cash
charges  related to the  forgiveness  by the Company of loans made to facilitate
the  exercise of options,  and for cash  receipts  from the seller of one of the
Company's shopping centers.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

The Company has limited exposure to financial market risks, including changes in
interest  rates.  An increase or decrease of 100 basis points in interest  rates
would have  approximately  a $280,000  effect on interest  expense  based on the
amount of variable rate debt  outstanding  at March 31, 2000.  All such variable
rate borrowings have original maturities through 2001. The Company does not have
any  significant  foreign  operations  and thus are not  materially  exposed  to
foreign currency fluctuations.

PART II - Other Information

Item 1 - Legal Proceedings - None

Item 2 - Changes in Securities and Use of Proceeds - None

Item 3.  Defaults Upon Senior Securities

         None

Item 4.  Submisson of Matters to a Vote of Security Holders - None

Item 5.  Other Information - None

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

         (b) Reports on Form 8-K

               The Company's  Current  Report on Form 8-K dated May 12, 2000 for
               the purpose of disclosing the termination of strategic talks.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                          UNITED INVESTORS REALTY TRUST

      Dated: May 12, 2000               /s/ R. Steven Hamner
                                       ----------------------------
                                       R. Steven Hamner,
                                       Vice President,Chief Financial Officer


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>                           0000868196
<NAME>                          United Investors Realty Trust
<CURRENCY>                      U.S. Dollars

<S>                              <C>
<PERIOD-TYPE>                   3-mos
<FISCAL-YEAR-END>               Dec-31-2000
<PERIOD-START>                  Jan-1-2000
<PERIOD-END>                    Mar-31-2000
<EXCHANGE-RATE>                 1.00
<CASH>                          4,002,483
<SECURITIES>                    0
<RECEIVABLES>                   3,100,138
<ALLOWANCES>                    0
<INVENTORY>                     0
<CURRENT-ASSETS>                11,413,959
<PP&E>                          177,485,605
<DEPRECIATION>                  (12,245,774)
<TOTAL-ASSETS>                  176,653,790
<CURRENT-LIABILITIES>           6,311,533
<BONDS>                         0
           0
                     0
<COMMON>                        83,988,170
<OTHER-SE>                      (10,090,098)
<TOTAL-LIABILITY-AND-EQUITY>    176,653,790
<SALES>                         0
<TOTAL-REVENUES>                6,438,848
<CGS>                           0
<TOTAL-COSTS>                   1,584,903
<OTHER-EXPENSES>                2,041,306
<LOSS-PROVISION>                0
<INTEREST-EXPENSE>              1,921,571
<INCOME-PRETAX>                 984,004
<INCOME-TAX>                    0
<INCOME-CONTINUING>             984,004
<DISCONTINUED>                  0
<EXTRAORDINARY>                 0
<CHANGES>                       0
<NET-INCOME>                    984,004
<EPS-BASIC>                     0.11
<EPS-DILUTED>                   0.11



</TABLE>


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