PROSPECTUS


                           WEINGARTEN REALTY INVESTORS
                                  $500,000,000
COMMON SHARES, PREFERRED SHARES, DEPOSITARY SHARES, CONVERTIBLE DEBT SECURITIES,
                     DEBT SECURITIES AND SECURITIES WARRANTS
                                   __________



     Weingarten  Realty  Investors,  a real estate investment trust formed under
the Texas Real Estate Investment Trust Act, may offer, from time to time, in one
or  more  series  or classes and in amounts, at prices and on terms that it will
determine at the time of offering, with an aggregate public offering price of up
to  $500,000,000:

     -     unsecured debt securities  that  may be either senior debt securities
           or subordinated  debt  securities;
     -     convertible  debt  securities;
     -     whole  or  fractional  preferred  shares;
     -     preferred  shares  represented  by  depositary  shares;
     -     common  shares;  or
     -     warrants to purchase  debt securities,  convertible debt  securities,
           preferred shares  or  common  shares,  all  as shall be designated by
           Weingarten  at  the  time  of  the  offering.

     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, through  agents designated from
time  to  time,  or  to  or  through  underwriters or dealers.  If any agents or
underwriters are involved in the sale of any of the securities, their names, and
any  applicable  purchase price, fee, commission or discount arrangement between
or among them, will be set forth, or will be calculable from the information set
forth,  in  the  applicable prospectus supplement.  For more information on this
topic,  please see "Plan of Distribution" on page 31.  No securities may be sold
without  the  delivery  of  the  applicable prospectus supplement describing the
method  and  terms  of  the  offering  of  such  securities.

     Our  common  shares  trade  on the New York Stock Exchange under the symbol
"WRI."



                                  ____________

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 October 30, 2001






     WE  HAVE  NOT  AUTHORIZED  ANY DEALER, SALESMAN OR OTHER PERSON TO GIVE ANY
INFORMATION  OR  TO  MAKE  ANY  REPRESENTATION  OTHER  THAN  THOSE  CONTAINED OR
INCORPORATED  BY  REFERENCE  IN  THIS PROSPECTUS OR ANY APPLICABLE SUPPLEMENT TO
THIS  PROSPECTUS.  YOU  MUST NOT RELY UPON ANY INFORMATION OR REPRESENTATION NOT
CONTAINED  OR  INCORPORATED  BY  REFERENCE  IN THIS PROSPECTUS OR ANY APPLICABLE
SUPPLEMENT  TO  THIS PROSPECTUS AS IF WE HAD AUTHORIZED IT.  THIS PROSPECTUS AND
ANY  APPLICABLE  PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION  OF  AN  OFFER  TO  BUY  ANY  SECURITIES  OTHER THAN THE REGISTERED
SECURITIES  TO  WHICH THEY RELATE, NOR DOES THIS PROSPECTUS AND ANY ACCOMPANYING
PROSPECTUS  SUPPLEMENT  CONSTITUTE  AN  OFFER  TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO  MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.  YOU SHOULD NOT ASSUME
THAT  THE  INFORMATION CONTAINED IN THIS PROSPECTUS OR ANY APPLICABLE PROSPECTUS
SUPPLEMENT IS CORRECT ON ANY DATE AFTER THEIR RESPECTIVE DATES, EVEN THOUGH THIS
PROSPECTUS  IS  DELIVERED  OR  SECURITIES  ARE  SOLD  ON  A  LATER  DATE.


                                TABLE OF CONTENTS

Cautionary  Statement  Concerning  Forward-Looking  Statements . . . . . . .   1
About  This  Prospectus. . . . . . . . . . . . . . . . . . . . . . . . . . .   1
The  Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Use  of  Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Ratios of Earnings to Combined Fixed Charges and Preferred Share Dividends .   2
Description  of  Debt  Securities  and  Convertible  Debt  Securities. . . .   2
Description  of  Capital  Shares . . . . . . . . . . . . . . . . . . . . . .   9
Description  of  Securities  Warrants. . . . . . . . . . . . . . . . . . . .  18
Description  of  Other  Classes  of  Outstanding  Shares . . . . . . . . . .  19
Federal  Income  Tax  Consequences . . . . . . . . . . . . . . . . . . . . .  21
Plan  of  Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
Legal  Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
Where  You  Can  Find  More  Information . . . . . . . . . . . . . . . . . .  32
Incorporation  of  Documents  By  Reference. . . . . . . . . . . . . . . . .  33


                                       i




           CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

     This  prospectus  and  the  applicable  prospectus  supplement  include and
incorporate  by  reference  forward-looking  statements  within  the  meaning of
Section  27A  of  the  Securities Act and Section 21E of the Securities Exchange
Act.  We  intend  those  forward-looking  statements  to  be covered by the safe
harbor  provisions  for  forward-looking  statements  contained  in  the Private
Securities  Litigation  Reform  Act  of  1995.  Forward-looking  statements  are
generally  identifiable  by  use  of  the  words  "believe"  "expect"  "intend"
"anticipate" "plan" "estimate" "project" or similar expressions.  Our ability to
predict results or the actual effect of future plans or strategies is inherently
uncertain.  Actual results could differ materially from those in forward-looking
statements.  We  undertake  no  obligation  to  publicly  update  or  revise any
forward-looking  statements,  whether  as  a  result  of new information, future
events  or  otherwise.

                              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.  Warrants that will become exercisable within one year or less
from the date of issuance and the securities underlying any warrants that may be
sold  hereunder  are  being  registered  herein.  The total dollar amount of the
securities  we  sell  through these offerings will not exceed $500,000,000. This
prospectus  provides  you  with  a  description  of  the  material  terms of the
securities  we  may  offer,  which  are  known  at  this time. 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 will supplement 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  32.

                                   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  September  30,  2001,  we  owned  or  had an equity interest in 282
operating  properties  consisting  of 33.9 million square feet of building area.
These  properties  consist  of  227 shopping centers generally in the 100,000 to
400,000  square  foot  range, 53 industrial projects, one multi-family apartment
complex  and  one  office  building.  Our  properties  are located in Texas (182
properties)  and the following states:  California (19), Louisiana (14), Arizona
(13),  Nevada  (9),  Tennessee  (7),  Arkansas (6), New Mexico (6), Florida (6),
Oklahoma  (4),  Kansas  (5),  Colorado (5), Missouri (2), Mississippi (1), North
Carolina  (1),  Maine  (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  4,000 different
tenants  under  5,200 separate leases.  As of September 30, 2001, our properties
were  92.4%  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

     Unless  otherwise  described  in  the  applicable prospectus supplement, we
intend  to  use  the  net  proceeds  from the sale of the securities for general
corporate  purposes,  working  capital,  acquisitions  (which  may  include
acquisitions  of  real  property,  interests  therein  or  real  estate-related
securities),  development,  repayment  or  refinancing  of  debt,  or  capital
expenditures.  Pending  the  use  thereof,  Weingarten intends to invest any net
proceeds  in  short-term  interest-bearing  securities.


                                     PAGE 1




                  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:




                                                                  YEARS ENDED DECEMBER 31,
                                                             ---------------------------------
                                                              1996   1997   1998   1999   2000
                                                             -----  -----  -----  -----  -----
                                                                          

Ratio of earnings to combined fixed charges
   and preferred share dividends . . . . . . . . . . . . . . 3.20x  2.72x  2.27x  2.29x  1.80x

Ratio of funds from operations to combined
   fixed charges and preferred share dividends . . . . . . . 4.37x  3.80x  3.28x  2.79x  2.60x



     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.

     The  Board  of  Governors  of  the  National  Association  of  Real  Estate
Investment Trusts defines funds from operations as net income (loss) computed in
accordance  with  generally  accepted  accounting principles, excluding gains or
losses  from  sales  of  property,  plus  real  estate  related depreciation and
amortization,  and  after  adjustments for unconsolidated partnerships and joint
ventures.  In  addition,  NAREIT  recommends  that  extraordinary  items  not be
considered in arriving at FFO.  We calculate FFO in a manner consistent with the
NAREIT  definition.  Most  industry  analysts  and  equity  REITS,  including
Weingarten,  believe  FFO  is  an alternative measure of performance relative to
other  REITs.  There  can  be  no  assurance that FFO presented by Weingarten is
comparable  to  similarly  titled  measures  of  other REITs.  FFO should not be
considered  as  an alternative to net income or other measurements under GAAP as
an  indicator  of  our  operating  performance  or to cash flows from operating,
investing,  or  financing  activities  as  a measure of liquidity.  FFO does not
reflect  working capital changes, cash expenditures for capital improvements, or
principal  payments  on  indebtedness.

     DESCRIPTION  OF  DEBT  SECURITIES  AND  CONVERTIBLE  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 the material 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 have been incorporated by reference
as exhibits to the registration statement of which this prospectus is a part. We
urge  you  to read the indentures because they, and not this description, define
the  rights  of  holders  of  debt securities. 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  33.


                                     PAGE 2




GENERAL

     The  debt  securities  will  be  direct,  unsecured  general obligations of
Weingarten.  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  4.

     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;

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

     -     any 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.


                                     PAGE 3




     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.

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


                                     PAGE 4




     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
indentures.

     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 indentures.
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 applicable 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.  and NasdaqAmex.  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


                                     PAGE 5




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.

     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;

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

       -     maintain  an unencumbered total asset value (as defined in the
             indentures) in  an amount of not less than 100% of the aggregate
             principal amount of all our outstanding  debt.


                                     PAGE 6




     Under  the  indentures,  we  may  not:

       -     incur  or  permit  a  subsidiary  to  incur  any  debt  (as defined
in  the  indentures)  which  causes  the  aggregate  principal amount of all our
outstanding  debt  to become greater than 60% of the sum of (1) our total assets
(as defined in the indentures) at the end of the calendar quarter covered in our
then  most  recent  10-K  or  10-Q and (2) the purchase price of any real estate
assets  or  mortgages  receivable  acquired and any securities offering proceeds
received since the end of such calendar quarter to the extent such proceeds were
not  used by us to acquire real estate assets or mortgages receivable or used to
reduce  debt;

       -     incur  or  permit  a  subsidiary  to  incur any debt if  our  ratio
of consolidated income available for debt service (as defined in the indentures)
to the annual service charge (as defined in the indentures) shall have been less
than  2.5  for  the  four  quarters  then  most  recently  ended;  and

       -     incur  any  debt  or  permit a subsidiary to incur any debt secured
by  any mortgage lien, charge, pledge, encumbrance or security interest in which
the  aggregate  principal  amount of all our outstanding secured debt in greater
than  40%  of  our  total  assets.

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.

     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  603)  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)


                                     PAGE 7




     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
603)

     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  1010)

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, or to 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)


                                     PAGE 8




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  the  defeasance.  (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.  See
"Description  of  Capital  Shares--Restrictions  On  Ownership"  on  page  15.

MERGER,  CONSOLIDATION  AND  SALE  OF  ASSETS

     Each  indenture  generally  permits us to consolidate or merge with another
entity.  The  indentures  also permit us to sell all or substantially all of our
property  and  assets.  If this happens, the remaining or acquiring entity 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 entity or sell all or substantially all of our assets
according  to  the  terms  and  conditions  of  the indentures. The remaining or
acquiring  entity  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  entity 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  entity.  (Article  Eight)

                      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 September 30, 2001, 32, 490,804 common shares, 3,000,000 7.44% Series
A  Cumulative  Redeemable Preferred Shares, 3,528,221 7.125% Series B Cumulative
Redeemable  Preferred  Shares  and 2,256,253 7.0% Series C Cumulative Redeemable
Preferred  Shares  were  issued  and outstanding.  In addition, we have1,637,000
common  shares  available  for  issuance  upon the exercise of options under our
employee  and  trust manager share option plans, which includes 1,000,000 common
shares  under  the  2001 Long Term Incentive Plan that is subject to shareholder
approval.  Our common shares are listed on the New York Stock Exchange under the
symbol  "WRI."  Mellon Investor Service, LLC is the transfer agent and registrar
of  our  common  shares  and  preferred  shares.

COMMON  SHARES

     The  following description of our common shares sets forth certain of their
material  terms  and provisions.  The following description of our common shares
is  in  all  respects  subject  to  and qualified by reference to the applicable
provisions  of  our  declaration  of  trust  and  our  bylaws.

     Our  common shares possess ordinary voting rights for the election of trust
managers  and in respect of other trust matters, each share entitling the holder
thereof  to  one  vote.  Holders  of common shares do not have cumulative voting
rights  in  the  election  of  trust  managers.  The board of trust managers 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


                                     PAGE 9




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

     General.  Under  our  declaration  of trust, our board of trust managers is
authorized  to determine for each series of preferred shares, and the prospectus
supplement  shall  set  forth with respect to each series that may be issued and
sold  pursuant  hereto:

     -     the  designation  of  such shares and the number of shares that
           constitute such  series;

     -     the  dividend  rate (or the method of calculation thereof), if any,
           on  the  shares of  such series and the priority as to the payment of
           dividends with  respect  to  other  classes  or  series of Weingarten
           capital  shares;

     -     the  dividend  periods  (or  the  method  of  calculation  thereof);

     -     the  voting  rights  of  the  shares;

     -     the  liquidation  preference  and  the  priority  as  to  payment  of
           such liquidation preference with respect to other classes or series
           of capital  shares  of Weingarten  and any other rights of the shares
           of such  series  upon  liquidation  or  winding-up  of  Weingarten;

     -     whether or not and on what terms the shares of such series  will be
           subject to redemption  or repurchase at the option of Weingarten;

     -     whether  and  on  what terms the shares of such series will be
           convertible into  or  exchangeable  for  other debt or equity
           securities of Weingarten which have  been  registered under the
           registration statement of which this prospectus constitutes  a
           part  thereof;

     -     whether the shares of such series of preferred shares will be listed
           on a securities  exchange;

     -     any  special United States federal income tax considerations
           applicable to such  series;  and

     -     the other rights and privileges and any qualifications, limitations
           or restrictions  of  such rights or privileges of such series not
           inconsistent with our  declaration of trust, our bylaws and the
           Texas Real Estate Investment Trust Act.

     Convertibility.  No series of preferred shares that  may be issued and sold
pursuant hereto will be convertible into or exchangeable for other securities or
property, except as set forth in the applicable prospectus supplement which will
set forth the terms and conditions upon which such conversion or exchange may be
effected,  including the initial conversion or exchange rate and any adjustments
thereto,  the conversion or exchange period and any other conversion or exchange
provisions.

     Dividends.  Holders  of preferred shares shall be entitled to receive, when
and  as  declared by our board of trust managers, out of funds legally available
therefor,  an annual cash dividend payable at such dates and such rates, if any,
per  share  per  annum  as  set  forth  in the applicable prospectus supplement.

     Unless  otherwise  set  forth in the applicable prospectus supplement, each
series  of  preferred  shares  that may be issued and sold pursuant hereto, will
rank  junior  as  to dividends to any preferred shares that may be issued in the
future  that  is expressly senior as to dividends to the preferred shares. If at
any  time  Weingarten  has  failed  to  pay accrued dividends on any such senior
shares  at  the  time  such  dividends  are  payable, Weingarten may not pay any
dividend  on  the  preferred  shares or redeem or otherwise repurchase preferred
shares  until  such  accumulated but unpaid dividends on such senior shares have
been  paid  or  set  aside  for  payment  in  full  by  Weingarten.


                                    PAGE 10




     Unless  otherwise  set  forth  herein  or  in  the  applicable  prospectus
supplement  relating  to  any  class  or  series of preferred shares that may be
issued and sold pursuant hereto, no dividends shall be declared or set aside for
payment  nor  shall  any  other distribution be declared or made upon the common
shares,  or  any  other  capital  shares of Weingarten ranking junior to or on a
parity with the preferred shares with such series as to dividends, nor shall any
common  shares or any other capital shares of Weingarten ranking junior to or on
a  parity  with  the  preferred  shares with such series as to dividends or upon
liquidation  be  redeemed, purchased or otherwise acquired for any consideration
(or  any  monies  be  paid  to  or  made  available  for  a sinking fund for the
redemption  of  any  shares by Weingarten (except by conversion into or exchange
for other capital shares of Weingarten ranking junior to the preferred shares of
such  series  as  to  dividends  and  upon  liquidation))  unless

     -     if  such  series  of  preferred  shares  has a cumulative dividend,
           full cumulative dividends on the preferred shares of such series have
           been or contemporaneously are declared and paid or declared and a sum
           sufficient for  the  payment  thereof set apart for all past dividend
           periods and  the  then  current  dividend  period;  and

     -     if  such  series  of preferred shares does not have a cumulative
           dividend, full  dividends on the preferred shares of such series have
           been or contemporaneously are declared and paid or declared and a sum
           sufficient for the payment thereof set apart for payment for the then
           current dividend  period;

provided,  however,  that  any  monies theretofore deposited in any sinking fund
with  respect  to any preferred shares in compliance with the provisions of such
sinking  fund  may  thereafter  be applied to the purchase or redemption of such
preferred  shares  in accordance with the terms of such sinking fund, regardless
of  whether  at  the  time  of  such  application full cumulative dividends upon
preferred  shares  outstanding on the last dividend payment date shall have been
paid or declared and set apart for payment; and provided, further, that any such
junior  or  parity  preferred  shares  or common shares may be converted into or
exchanged  for shares of Weingarten ranking junior to the preferred shares as to
dividends.

     The  amount  of  dividends  payable  for the initial dividend period or any
period  shorter  than a full dividend period shall be computed on the basis of a
360-day  year  or  twelve  30-day months.  Accrued but unpaid dividends will not
bear  interest.

     Redemption  and  Sinking  Fund.  No  series of preferred shares that may be
issued and sold pursuant hereto will be redeemable or be entitled to receive the
benefit  of  a  sinking  fund,  except as set forth in the applicable prospectus
supplement, which will set forth the terms and conditions thereof, including the
dates  and  redemption price of any such redemption, any conditions thereto, and
any  other  redemption  or  sinking  fund  provisions.

     Liquidation  Rights. In the event of our voluntary liquidation, dissolution
or  winding-up, the holders of any series of any class of preferred shares shall
be  entitled to receive in full out of our assets, including our capital, before
any  amount  shall be paid or distributed among the holders of the common shares
or  any  other  shares  ranking  junior to such series, the amounts fixed by our
board  of  trust  managers  with  respect  to  such  series and set forth in the
applicable  prospectus  supplement.  In  addition,  each  holder will receive an
amount  equal  to  all  dividends accrued and unpaid on that series of preferred
shares  to  the  date  of payment of the amount due pursuant to our liquidation,
dissolution  or  winding-up.  However, holders of noncumulative preferred shares
will  only  receive  dividends for the current dividend period. After holders of
the  preferred  shares  are paid the full preferential amounts to which they are
entitled,  they  will  have no right or claim to any of our remaining assets. If
liquidating  distributions  are made in full to all holders of preferred shares,
our  remaining assets will be distributed among the holders of any other classes
or  series  of  capital  shares  ranking  junior  to  the  preferred shares upon
liquidation, dissolution or winding-up. The distributions will be made according
to  the  holders' respective rights and preferences and, in each case, according
to  their respective numbers of shares. Our merger or consolidation into or with
any  other corporation, or the sale, lease or conveyance of all or substantially
all  of  our assets, shall not constitute a dissolution, liquidation or winding-
up.

     Voting Rights. Holders of preferred shares will not have any voting rights,
except  as  follows and as from time to time required by law. If and when we are
in default in the payment of (or, with respect to noncumulative shares, have not


                                    PAGE 11




paid or declared and set aside a sum sufficient for the payment of) dividends on
any  series  of  any  class  of  outstanding  preferred  shares, for consecutive
dividend  payment  periods which in the aggregate contain at least 540 days, all
holders  of  shares  of  such  class, voting separately as a class, together and
combined with all other preferred shares upon which like voting rights have been
conferred  and  are  exercisable,  will  be  entitled to elect a number of trust
managers  set  forth  in the applicable prospectus supplement. This voting right
shall  be vested and any additional trust managers shall serve until all accrued
and  unpaid  dividends  (except,  with  respect  to  noncumulative  shares, only
dividends  for  the  then current dividend period) on such outstanding preferred
shares  have  been  paid  or declared and a sufficient sum set aside for payment
thereof.

     The  affirmative  vote  of  the  holders  of at least 66 2/3% of a class of
outstanding  preferred  shares, voting separately as a class, shall be necessary
to  effect  either  of  the  following:

     -     the  authorization, creation or increase in the authorized number of
           any shares,  or  any  security  convertible  into  shares,  senior
           to such class of preferred  shares;  or

     -     any amendment, alteration or repeal, whether by merger, consolidation
           or  otherwise,  of any  of the provisions of our declaration of trust
           which  adversely and  materially affects the preferences or voting or
           other  rights  of the holders of such class of preferred shares which
           are set forth in the our declaration of trust. However, the amendment
           of the  declaration  of  trust  to  authorize,  create  or change the
           authorized or outstanding number of a class of preferred shares or of
           any  shares ranking  on  a  parity  with  or  junior to such class of
           preferred shares does not adversely and materially affect preferences
           or  voting or  other rights of the holders of such class of preferred
           shares.  In addition, amending the declaration of trust to change the
           number or  classification of our trust managers does not adversely or
           materially  affect  preferences  or  voting  rights  or other rights.
           Voting shall  be  done  in  person  at  a meeting called for one of
           the above purposes  or  in  writing  by  proxy.

     Without  limiting the provisions described above, under the Texas REIT Act,
unless  otherwise  such  authority  is  granted  to the trust managers under our
declaration of trust, holders of each class of preferred shares will be entitled
to  vote as a class on any amendment to the declaration of trust, whether or not
they  are entitled to vote thereon by the declaration of trust, if the amendment
would

     (1)  increase or decrease the aggregate number of authorized shares of such
class  or  series;

     (2)  increase  or  decrease  the  par  value  of  the shares of such class,
including  changing  shares having a par value into shares without par value, or
shares  without  par  value  into  shares  with  par  value;

     (3) effect an exchange, reclassification, or cancellation of all or part of
the  shares  of  such  class  or  series;

     (4)  effect an exchange or create a right of exchange of all or any part of
the  shares  of  another  class  into  the  shares  of  such  class  or  series;

     (5)  change  the designations, preferences, limitations, or relative rights
of  the  shares  of  such  class  or  series;

     (6)  change the shares of such class or series, whether with or without par
value, into the same or a different number of shares, either with or without par
value,  of  the  same  class  or  series  or  another  class  or  series;

     (7)  create  a  new class or series of shares having rights and preferences
equal,  prior, or superior to the shares of the class or series, or increase the
rights  and  preferences  of  any  class or series having rights and preferences
equal,  prior, or superior to the shares of the class or series, or increase the
rights and preferences of any class or series having rights or preferences later
or  inferior  to the shares of the class or series in such a manner as to become
equal,  prior,  or  superior  to  the  shares  of  the  class  or  series;

     (8)  divide  the  shares of the class into series and fix and determine the
designation  of  the  series  and  the  variations  in  the  relative rights and
preferences  between  the  shares  of  the  series;


                                    PAGE 12




     (9) limit or deny the existing preemptive rights of the shares of the class
or series, if the rights have previously been granted pursuant to the Texas REIT
Act;  or

     (10)  cancel  or  otherwise  affect dividends on the shares of the class or
series  that  had  accrued  but  had  not  been  declared.

DEPOSITARY  SHARES

     We may issue receipts for depositary shares, each of which will represent a
fractional  interest  of  a particular series of a class 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.  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.  Subject to the terms of the
applicable  depositary  agreement,  each  owner  of a depositary receipt will be
entitled,  in  proportion  to the fractional interest of a share of a particular
series  of  a preferred shares represented by the depositary shares evidenced by
the  depositary  receipts,  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 of
trust  managers.

     The  summary of our depositary shares set forth below 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  32.

     Dividends and Other Distributions.  The depositary will distribute all cash
dividends or other cash distributions received on behalf of the preferred shares
proportionately  to  the record holders of the related depositary receipts owned
by such holder. Such distributions are subject to certain obligations of holders
to  file  proofs,  certificates and other information and to pay certain charges
and  expenses  to  the  depositary.

     In  the  event  of  a non-cash distribution, the depositary will distribute
property  it  receives  to the record holders of depositary receipts entitled to
the  property  unless  the depositary determines that it is not feasible to make
such  distribution,  in  which  case the depositary may, with our approval, sell
such  property  and  distribute  the  net proceeds of such sale to holders. Such
distributions by the depositary are subject to certain obligations of holders to
file  proofs,  certificates and other information and to pay certain changes and
expenses  to  the  depositary.

     Withdrawal of Shares.  Unless the related depositary shares have previously
been  called  for  redemption,  upon surrender of the depositary receipts at the
corporate  trust  office of the depositary, the holders thereof will be entitled
to  delivery  at  such  office, to or upon such holder's order, of the number of
whole or fractional preferred shares and any money or other property represented
by  the  depositary  shares  evidenced  by  such depositary receipts. Holders of
depositary  receipts  will  be entitled to receive whole or fractional shares of
the  related preferred shares on the basis of the proportion of preferred shares
represented  by  each depositary share as specified in the applicable prospectus
supplement, but holders of such preferred shares will not thereafter be entitled
to  receive  depositary shares therefor. If the depositary receipts delivered by
the  holder  evidence  a  number of depositary shares in excess of the number of
depositary  shares  representing  the  preferred  shares  to  be  withdrawn, the
depositary will deliver to such holder at the same time a new depositary receipt
evidencing  such  excess  number  of  depositary  shares.

     Redemption.  Whenever  we  redeem  preferred shares held by the depositary,
the  depositary  will  redeem  as  of  the  same  redemption  date the number of
depositary  shares  representing  the  preferred shares so redeemed, provided we
have paid in full to the depositary the redemption price of the preferred shares
to  be redeemed plus an amount equal to any accrued and unpaid dividends thereon
to  the  date  fixed  for  redemption.  With  respect to noncumulative preferred
shares,  dividends  will  be  paid  for  the  current  dividend period only. The
redemption  price per depositary share will be equal to the redemption price and
any  other  amounts  per  share payable with respect to the preferred shares. If
less than all the depositary shares are to be redeemed, the depositary shares to
be  redeemed  will  be  selected  by  the  depositary  by  lot.


                                    PAGE 13




     After  the  date  fixed  for  redemption,  the depositary shares called for
redemption  will  no  longer  be  deemed to be outstanding and all rights of the
holders  of  the depositary receipts evidencing the depositary shares called for
redemption  will  cease. However, the holders will have the right to receive any
moneys  payable upon redemption and any money or other property that the holders
of such depositary receipts were entitled to at the time of redemption when they
surrender  their  depositary  receipts  to  the  depositary.

     Voting  Rights.  Upon receipt of notice of any meeting at which the holders
of  the  preferred  shares  are  entitled  to vote, the depositary will mail the
information  contained  in  such  notice to the record holders of the depositary
receipts  related  to  such  preferred  shares. Each record holder of depositary
receipts  on  the  record date will be entitled to instruct the depositary as to
the  exercise  of  the  voting  rights  of  the preferred shares related to such
holder's  depositary  receipts.  The record date for depositary receipts will be
the  same date as the record date for preferred shares. The depositary will vote
the preferred shares related to such depositary receipts in accordance with such
instructions,  and  we  will  agree  to  take  all  reasonable  action  that the
depositary  deems  necessary  to  enable  it  to  vote the preferred shares. The
depositary  will  abstain  from  voting  preferred  shares  represented  by such
depositary  shares  to the extent it does not receive specific instructions from
the  holders  of  depositary  receipts.

     Liquidation  Preference.  In  the  event of our liquidation, dissolution or
winding-up,  whether  voluntary  or  involuntary,  each  holder  of a depositary
receipt  will be entitled to the fraction of the liquidation preference accorded
each  preferred  share  represented  by  the  depositary share evidenced by such
depositary  receipt,  as  set  forth  in  the  applicable prospectus supplement.

     Conversion  of  Preferred  Shares.  The depositary shares, as such, are not
convertible  into  common  shares  or  any  of our other securities or property.
Nevertheless,  if  so specified in the applicable prospectus supplement relating
to  an offering of depositary shares, the depositary receipts may be surrendered
by holders thereof to the depositary with written instructions to the depositary
to  instruct  us  to cause conversion of the preferred shares represented by the
depositary  shares  into  whole  common  shares, other preferred shares or other
shares  of capital shares. We have agreed that upon receipt of such instructions
and any amounts payable in respect thereof, we will cause the conversion thereof
utilizing the same procedures as those provided for delivery of preferred shares
to  effect  such conversion.  If the depositary shares evidenced by a depositary
receipt  are  to  be converted in part only, one or more new depositary receipts
will  be  issued  for  any  depositary shares not to be converted. No fractional
common  shares  will  be issued upon conversion.  If conversion will result in a
fractional  share being issued, we will pay in cash an amount equal to the value
of  the fractional interest based upon the closing price of the common shares on
the  last  business  day  prior  to  the  conversion.

     Amendment and Termination of the Deposit Agreement.  The form of depositary
receipt  evidencing  the  depositary shares which represent the preferred shares
and  any  provision  of  the  deposit  agreement  may  at any time be amended by
agreement  between the depositary and us. However, any amendment that materially
and  adversely  alters the rights of the holders of depositary receipts will not
be  effective  unless it has been approved by the existing holders of at least a
majority  of the depositary shares evidenced by outstanding depositary receipts.

     We  may  terminate  the deposit agreement upon not less than 30 days' prior
written  notice  to  the  depositary  if (1) such termination is to preserve our
status as a REIT or (2) a majority of each class of preferred shares affected by
such  termination  consents to such termination. Upon termination of the deposit
agreement,  the  depositary  shall  deliver  or make available to each holder of
depositary  receipts,  upon  surrender  of  the depositary receipts held by such
holder,  such  number of whole or fractional preferred shares as are represented
by the depositary shares evidenced by such depositary receipts. In addition, the
deposit  agreement  will  automatically  terminate  if:

     -     all  outstanding  depositary  shares  have  been  redeemed;

     -     there  has  been  a final distribution  in  respect  of  the  related
           preferred  shares in  connection with any liquidation, dissolution or
           winding-up  and such distribution has been distributed to the holders
           of  depositary receipts evidencing the depositary shares representing
           such  preferred  shares;  or


                                    PAGE 14




     -     each related preferred share shall have been converted into capital
           shares that  are  not  represented  by  depositary  shares.

     Fees  of  depositary.  We  will  pay  all  transfer  and  other  taxes  and
governmental charges arising solely from the existence of the deposit agreement.
In  addition,  we will pay the fees and expenses of the depositary in connection
with the performance of its duties under the deposit agreement. However, holders
of  depositary  receipts  will  pay  the  depositary's fees and expenses for any
duties  that  holders  request to be performed which are outside those expressly
provided  for  in  the  deposit  agreement.

     Resignation  and  Removal  of depositary.  The depositary may resign at any
time  by  delivering  to  us  notice  of  its resignation, and we may remove the
depositary  at  any  time. Any such resignation or removal will take effect upon
the  appointment  of  a  successor  depositary.  A  successor depositary must be
appointed within 60 days after delivery of the notice of resignation or removal.
A  successor  depositary  must  be  a bank or trust company having its principal
office  in  the  United  States  and having a combined capital and surplus of at
least  $50,000,000.

     Miscellaneous.  The  depositary  will  forward  to  holders  of  depositary
receipts  any  reports and communications from us which it receives with respect
to  the  related preferred shares.  Neither us nor the depositary will be liable
if  it  is  prevented from or delayed in, by law or any circumstances beyond its
control, performing its obligations under the deposit agreement. The obligations
of  us  and  the  depositary  under  the  deposit  agreement  will be limited to
performing  their  duties thereunder in good faith and without negligence, gross
negligence  or  willful  misconduct.  Weingarten  and the depositary will not be
obligated  to  prosecute  or  defend  any  legal  proceeding  in  respect of any
depositary  receipts,  depositary shares or preferred shares represented thereby
unless  satisfactory  indemnity  is furnished. Weingarten and the depositary may
rely  on  written  advice  of counsel or accountants, or information provided by
persons  presenting preferred shares represented thereby for deposit, holders of
depositary  receipts  or  other  persons  believed  to be competent to give such
information,  and  on  documents  believed  to be genuine and signed by a proper
party.

     If  the  depositary  shall  receive  conflicting  claims,  requests  or
instructions  from  any holders of depositary receipts, on the one hand, and us,
on  the  other  hand,  the  depositary  shall be entitled to act on such claims,
requests  or  instructions  received  from  us.

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.  For purposes of restrictions on
ownership,  "capital  shares"  means  our  common  shares  and  any  securities
convertible  into  common  shares.

     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 Internal Revenue
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  Internal  Revenue  Code;  or

     -     result  in  our  disqualification  as  a  REIT.


                                    PAGE 15




     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 the date 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  our  board  of trust managers and shareholders
determine  that  maintenance  of REIT status is no longer in our best interests.

BUSINESS  COMBINATIONS

     Our  declaration  of trust requires that except in certain circumstances, a
business  combination  between  us  and a related person must be approved by the
affirmative  vote  of the holders of not less than 80% of our outstanding common
shares,  including  the  affirmative vote of the holders of not less than 50% of
the outstanding common shares not owned by the related person.  However, the 50%
voting  requirement is not applicable if the business combination is approved by
the  affirmative  vote  of  the  holders of not less than 90% of our outstanding
common  shares.  Our declaration of trust provides that a "business combination"
is:

     (1)  any merger or consolidation, if and to the extent permitted by law, of
us  or  our  subsidiary,  with  or  into  a  related  person;

     (2)  any  sale,  lease,  exchange,  mortgage,  pledge,  transfer  or  other
disposition of more than 35% of the book value of the total assets of us and our
subsidiaries (taken as a whole) as of the end of the fiscal year ending prior to
the  time  the  determination  is  being  made,  to  or  with  a related person;

     (3)  the issuance or transfer by us or our subsidiary (other than by way of
a  pro  rata  distribution  to  all shareholders) of any securities by us or our
subsidiary  to  a  related  person;

     (4)  any reclassification of securities (including any reverse share split)
or  recapitalization  by us, the effect of which would be to increase the voting
power  of  the  related  person;

     (5) the adoption of any plan or proposal for the liquidation or dissolution
of  us  proposed by or on behalf of a related person which involves any transfer
of  assets, or any other transaction, in which the related person has any direct
or  indirect  interest  (except  proportionally  as  a  shareholder);

     (6)  any  series  or  combination  of  transactions  having,  directly  or
indirectly,  the  same or substantially the same effect as any of the foregoing;
and

     (7)  any  agreement,  contract  or other arrangement providing, directly or
indirectly,  for  any  of  the  foregoing.

     A  "related  person"  generally  is  defined in the declaration of trust to
include  any  individual,  corporation,  partnership  or  other  person  and the
affiliates  and  associates  of any such individual, corporation, partnership or
other  person  which  individually  or  together  is the beneficial owner in the
aggregate  of  more  than  50%  of  our  outstanding  common  shares.

     The 80% and 50% voting requirements outlined above will not apply, however,
if:


                                    PAGE 16




     (1) the trust managers by a vote of not less than 80% of the trust managers
then  holding  office  (a) have expressly approved in advance the acquisition of
our  common  shares that caused the related person to become a related person or
(b)  have expressly approved the business combination prior to the date on which
the  related  person  involved  in  the business combination shall have become a
related  person;  or

     (2)  the business combination is solely between us and another corporation,
100%  of  the  voting  stock  of which is owned directly or indirectly by us; or

     (3)  the business combination is proposed to be consummated within one year
of  the  consummation  of  a fair tender offer (as defined in the declaration of
trust) by the related person in which the business combination, the cash or fair
market  value  of the property, securities or other consideration to be received
per  share  by  all  remaining  holders  of  our  common  shares in the business
combination  is  not  less  than  the  price  offered  in the fair tender offer;

     (4)  all  of  the  following  conditions  shall  have  been  met:

          (a)  the  business  combination  is  a  merger  or  consolidation, the
     consummation of which is proposed to take place within one year of the date
     of  the  transaction  pursuant to which such person became a related person
     and  the  cash  or  fair  market value of the property, securities or other
     consideration  to  be received per share by all remaining holders of common
     shares  in  the business combination is not less than the highest per-share
     price,  with  appropriate  adjustments  for recapitalizations and for share
     splits  and share dividends, paid by the related person in acquiring any of
     its  holdings  of our common shares, which shall constitute a "fair price;"

          (b)  the  consideration  to be received by such holders is either cash
     or,  if the related person shall have acquired the majority of its holdings
     of  our  common  shares for a form of consideration other than cash, in the
     same  form  of  consideration  with  which the related person acquired such
     majority;

          (c)  after  such  person  has  become  a  related  person and prior to
     consummation  of  such  business  combination:

     -     there  shall have been  no reduction in the annual rate of dividends,
           if any,  paid per share on our common shares (adjusted as appropriate
           for recapitalizations  and for share splits, reverse share splits and
           share  dividends),  except any  reduction  in  such rate that is made
           proportionately with any decline in our net income for the period for
           which  such  dividends  are declared  and except  as approved  by  a
           majority of the trust managers  continuing  in  office;  and

     -     such related person shall not have received the benefit, directly or
           indirectly (except proportionately as a shareholder), of any loans,
           advances, guarantees, pledges or other financial assistance or any
           tax credits  or  other  tax  advantages  provided  by  us  prior to
           the consummation  of  such  business combination (other than in
           connection with  financing  a  fair  tender  offer);  and

          (d)  proxy statement that conforms in all respects with the provisions
     of  the  Securities  Exchange  Act  of  1934, as amended, and the rules and
     regulations  thereunder  shall be mailed to holders of our common shares at
     least 30 days prior to the consummation of the business combination for the
     purpose  of soliciting shareholder approval of the business combination; or

     (5)  the  "rights"  (as  defined below) shall have become exercisable.

     If  a person has become a related person and within one year after the date
of the transaction pursuant to which the related person became a related person,
which  shall  be  considered  as  the  "acquisition  date,"

     (1)  a  business  combination meeting all of the requirements of paragraphs


                                    PAGE 17




(4)(a)(b)(c)  and  (d)  above  regarding  the  applicability  of  the 80% voting
requirement  shall  not  have  been  consummated;

     (2)  a  fair  tender  offer  shall  not  have  been  consummated;  and

     (3)  we  have  not  been  dissolved  and  liquidated,

then,  in  such  event  the beneficial owner of each common share (not including
shares  beneficially  owned  by the related person) shall have the right (each a
"right" and collectively the "rights") which may be exercised subject to certain
conditions,  commencing  at  the opening of business on the one-year anniversary
date  of the acquisition date and continuing for a period of 90 days thereafter,
subject  to  certain extensions, to sell to us on the terms set forth herein one
share  upon  exercise  of  such right. At 5:00 P.M., Houston, Texas time, on the
last day of the exercise period, each right not exercised shall become void, all
rights in respect thereof shall cease as of such time and the certificates shall
no  longer  represent  rights.

                       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, as specified in the applicable
prospectus  supplement.

     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.  The  following  sets forth certain general terms and provisions of the
securities  warrants  that  may  be  offered  under this registration statement.
Further  terms  of the securities warrants and the applicable warrant agreements
will  be  set  forth  in  the  applicable  prospectus  supplement.

     The  applicable  prospectus  supplement  will  describe  the  terms  of the
securities  warrants  in  respect  of  which  this  prospectus  being delivered,
including,  where  applicable,  the  following:

     -     the  title  of  such  securities  warrants;

     -     the  aggregate  number  of  such  securities  warrants;

     -     the price or prices at which such securities warrants will be issued;

     -     the type and number of securities  purchasable  upon exercise of such
           securities  warrants;

     -     the designation and terms of the other offered securities, if any,
           with which  such  securities warrants  are  issued and the number of
           such securities warrants issued with each such  offered  security;

     -     the  date,  if  any,  on  and after which such securities warrants
           and the related  securities  will  be  separately  transferable;

     -     the  price  at  which  each  security  purchasable upon exercise of
           such securities  warrants  may  be  purchased;

     -     the  date on  which  the right to exercise such securities warrants
           shall commence  and  the  date  on  which such right shall  expire;

     -     the  minimum  or  maximum  amount  of such securities warrants that
           may be exercised  at  any  one  time;

     -     information  with  respect  to  book-entry  procedures,  if  any;


                                    PAGE 18




     -     a  discussion of certain federal income tax considerations;  and

     -     any  other  terms of such securities warrants, including terms,
           procedures and  limitations  relating to  the exercise and exchange
          of such securities warrants.

     Warrant  certificates  will be exchangeable for new warrant certificates of
different  denominations  and  warrants  may be exercised at the corporate trust
office  of  the  warrant  agent  or any other office indicated in the applicable
prospectus  supplement.  Prior  to  the  exercise  of their warrants, holders of
warrants  will  not  have  any  of  the  rights  of  holders  of  the securities
purchasable  upon such exercise and will not be entitled to payment of principal
of  (or  premium,  if  any)  or  interest,  if  any,  on  the debt securities of
Weingarten  purchasable upon such exercise or to any dividend payments or voting
rights  as to which holders of the preferred shares or common shares purchasable
upon  such  exercise  may  be  entitled.

     Each  warrant  will  entitle the holder to purchase for cash such principal
amount  of  debt securities of Weingarten, or such number of preferred shares or
common  shares,  at such exercise price as shall, in each case, be set forth in,
or  be  determinable  as  set  forth  in,  the  applicable prospectus supplement
relating  to  the  warrants  offered thereby.  Unless otherwise specified in the
applicable  prospectus  supplement,  warrants may be exercised at any time up to
5:00  p.m.  New  York  City  time on the expiration date set forth in applicable
prospectus supplement.  After 5:00 p.m. time on the expiration date, unexercised
warrants  will  become  void.

     Warrants  may  be  exercised  as  set  forth  in  the applicable prospectus
supplement  relating  to  the warrants.  Upon receipt of payment and the warrant
certificate  properly  completed and duly executed at the corporate trust office
of  the warrant agent or any other office indicated in the applicable prospectus
supplement,  Weingarten  will,  as  soon  as practicable, forward the securities
purchasable  upon such exercise.  If less than all of the warrants are presented
by  such  warrant  certificate  of  exercise,  a new warrant certificate will be
issued  for  the  remaining  amount  of  warrants.

               DESCRIPTION OF OTHER CLASSES OF OUTSTANDING SHARES

7.44%  SERIES  A  CUMULATIVE  REDEEMABLE  PREFERRED  SHARES

     On  February  19,  1998,  we  issued  3,000,000  shares  of  7.44% Series A
Cumulative  Redeemable  Preferred  Shares  for  $75.0  million.  The  Series  A
Preferred  has  a liquidation preference of $25.00 pre share and the holders are
entitled to cumulative dividends from the date of original issuance of $1.86 per
share  per  year.  We  may  not  redeem  the  shares  before  March 31, 2003 and
thereafter,  the  shares may be redeemed solely from the proceeds of an offering
of  our  capital  shares.  The  redemption  price  per share is $25.00, plus any
accrued  and  unpaid  dividends through the date of such redemption.  The shares
have  no maturity date and will remain outstanding indefinitely unless redeemed.
The  shares  are not convertible into any of our other securities.  The Series A
Preferred shareholders generally have no voting rights, except if we fail to pay
dividends  for  six  quarters.  In  that  event,  the  holders  of  the Series A
Preferred,  Series  B  Preferred  and  Series  C Preferred, voting together as a
single  class, have the right to elect  two trust managers who shall serve until
all  dividend  arrearages  have  been  paid.

     The  Series  A  Preferred  is  listed  for  trading  on  the New York Stock
Exchange.

7.125%  SERIES  B  CUMULATIVE  REDEEMABLE  PREFERRED  SHARES

     On  October  20,  1998,  we  issued 3,600,000 of 7.125% Series B Cumulative
Redeemable  Preferred  Shares  for  $90.0  million.  Except  with respect to the
description  of  the dividend rate and the redemption rights upon the death of a
holder  of  Series  B  Preferred,  the  terms  of  the  Series  B  Preferred are
substantially  identical  to  the terms of the Series A Preferred.  The Series B
Preferred  ranks  on  parity  with  the  Series  A Preferred with respect to the
payment of dividends and payments upon liquidation.  The holders of the Series B
Preferred  are  entitled  to  cumulative  dividends  from  the  date of original
issuance  of  $1.78  per  share  per  year.  We may not redeem the shares before
October  20,  2003.


                                    PAGE 19




     Commencing  December  15,  1998,  on  March  15,  June 15, September 15 and
December  15  of  each year, we will, upon the death of any registered holder of
the  Series  B  Preferred,  redeem such shares held by the registered owner upon
presentation  of  appropriate  documentation by such registered owner's personal
representative  or  surviving joint tenant.  Our obligation to redeem the shares
is  subject  to  the  following  limitations:

     -     We  will  only  redeem  1,000  shares  per  owner  per  year.

     -     During  the  first  10  years,  in any one year, we will only redeem
           up to 108,000  shares.

     -     During  years  11  through  20, in any one year, we will only redeem
           up to 72,000  shares.

     -     After  year  20,  we  will  only  redeem  up  to  36,000 shares each
           year.

     -     The  yearly  redemption  limitations  listed  above  are  cumulative.
           The difference,  if  any,  between  that year's redemption limitation
           and the amount actually  redeemed in such year will be available for
           redemption  in  later years,  subject to  an  overall  redemption
           limitation  of  108,000  shares  per year.

     -     We  will  redeem shares only four  times  each year  subject  to  the
           following cumulative  limitations:

                March  15  -  up  to  27,000  shares;
                June  15  -  up  to  54,000  shares;
                September  15  -  up  to  81,000  shares;  and
                December  15  -  up  to  108,000  shares.

     The  Series  B  Preferred  is  not  listed  for  trading  on  any exchange.

7.00%  SERIES  C  CUMULATIVE  REDEEMABLE  PREFERRED  SHARES

     On  January  14,  1999,  we  issued  2,300,000  shares  of  7.00%  Series C
Cumulative  Redeemable Preferred Shares for $115.0 million.  Except with respect
to  the  description  of  the  liquidation  preference,  dividend  rate  and the
redemption  date  of the Series C Preferred, the terms of the Series C Preferred
are  substantially identical to the terms of the Series A Preferred and Series B
Preferred.  The  Series  C Preferred ranks on parity with the Series A Preferred
and  Series  B  Preferred  with respect to the payment of dividends and payments
upon liquidation.  The Series C Preferred has a liquidation preference of $50.00
per  share and the holders are entitled to cumulative dividends from the date of
original  issuance  of  $3.50  per share per year.  We may not redeem the shares
before  March  15,  2004.  The  redemption  price  per share is $50.00, plus any
accrued  and  unpaid dividends through the date of such redemption.   Commencing
March  15,  1999,  upon  the  death  of  any  registered  owner of this Series C
Preferred,  we  will  redeem  such  shares  held  by  such registered owner upon
presentation  of  appropriate  documentation  by the registered owner's personal
representative  or  surviving joint tenant.  Our obligation to redeem the shares
is  subject  to  the  following  limitations:

     -     We  will  only  redeem  500  shares  per  owner  per  year.

     -     During  the  first  10 years, in any one year, we will only redeem
           upon to 69,000  shares.

     -     During  years  11  through  20, in any one year, we will only redeem
           up to 46,000  shares.

     -     After year 20,  we will only redeem up to 23,000 shares per year.

     -     The  above  yearly redemption limitations are cumulative.  The
           difference, if  any,  between  that  year's  redemption  limitation
           and the amount actually redeemed  in  such year will be available
           for redemption in later years, subject to  an  overall  redemption
           limitation  of  69,000  shares  per  year.


                                    PAGE 20




     -     We  will  redeem shares only four times each year subject to the
           following cumulative  limitations:

               March  15  -  up  to  17,500  shares;
               June  15  -  up  to  34,500  shares;
               September  15  -  up  to  51,750  shares;  and
               December  15  -  up  69,000  shares.

     The  Series C Preferred  is listed for trading on the  New  York  Stock
Exchange.

                         FEDERAL INCOME TAX CONSEQUENCES

GENERAL

     The  following summary of material federal income tax consequences that may
be  relevant  to  a  holder  of  our  securities 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  holder  of  our  securities in light of his or her
particular  circumstances  or  to  certain types of holders (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  persons  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 SECURITIES 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 SECURITIES 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.

     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, 1985. 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, 1985 and all years thereafter
through our taxable year ended December 31, 2000, 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 should enable
us  to  continue  to  satisfy  the  requirements  for qualification as a REIT in
calendar  year  2001  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


                                    PAGE 21




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  the  holders of our securities. 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."


     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


                                    PAGE 22




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.

     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

                                    PAGE 23




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 or through a "taxable REIT subsidiary."  A taxable
REIT  subsidiary  is  a  corporation  in  which  a  REIT owns stock, directly or
indirectly,  and  with respect to which the corporation and the REIT have made a
joint  election  to  treat  the  corporation  as a taxable REIT subsidiary.  The
obligation  to  operate  through  an  independent  contractor  or a taxable REIT
subsidiary  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 taxable REIT subsidiaries 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.

     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


                                    PAGE 24




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  26.

     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  three  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, other than certain debt securities, 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, (2) securities possessing more than 10% of the
voting  power  of  the  outstanding  securities  of  any  single  issuer  or (3)
securities having a value of more than 10% of the total value of the outstanding
securities  of  any one 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.
A REIT may also own more than 10% of the voting power or value of a taxable REIT
subsidiary.  Third,  not more than 20% of the value of a REIT's total assets may
be  represented  by  securities  of  one  or more taxable REIT subsidiaries.  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  90%  of  our  net ordinary income. Capital gain is not required to be
distributed.  More  precisely,  we must distribute an amount equal to (1) 90% 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.

     A REIT may satisfy the 90% 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


                                    PAGE 25




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  on  or  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 90% of our taxable income, we would be taxed on the retained 10%. 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 90% 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  90%  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;


                                    PAGE 26




     -     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;

     -     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  temporary  regulations,  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  the  temporary  regulations;  and

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

     As a result of recent legislation, a tax is imposed on a REIT equal to 100%
of  redetermined  rents,  redetermined  deductions  and  excess  interest.
Redetermined  rents are generally rents from real property which would otherwise
be  reduced  on  distribution,  apportionment  or  allocation to clearly reflect
income  as  a  result  of  services  furnished  or  rendered  by  a taxable REIT
subsidiary to tenants of the REIT.  There are a number of exceptions with regard
to  redetermined  rents,  which  are  summarized  below.

     -     Redetermined  rents  do not include amounts received directly or
           indirectly by  a  REIT  for  customary  services.

     -     Redetermined  rents do not include de minimis payments received by
           the REIT with  respect  to  non-customary  services rendered to the
           tenants of a property owned by the REIT that do not exceed 1% of all
           amounts received by the REIT with respect  to  the  property.

     -     The  redetermined rent provisions do not apply with respect  to  any
           services rendered by a taxable REIT subsidiary to the tenants of the
           REIT, as long as the taxable REIT  subsidiary renders a  significant
           amount of similar  services  to persons  other than the REIT and  to
           tenants  who  are  unrelated  to  the  REIT  or  the  taxable  REIT
           subsidiary or the REIT tenants, and the charge for these services is
           substantially comparable to the charge for similar services rendered
           to such unrelated  persons.

     -     The redetermined  rent provisions  do not  apply to  any  services
           rendered by a taxable  REIT  subsidiary  to  a  tenant  of a REIT if
           the rents paid by tenants leasing  at  least  25% of the net leasable
           space in the REIT's property who are not  receiving  such  services
           are substantially comparable to the rents paid by tenants  leasing
           comparable space who are receiving the services and the charge
           for  the  services  is  separately  stated.

     -     The redetermined rent  provisions do not apply  to  any  services
           rendered by a taxable  REIT subsidiary to tenants of a REIT if the
           gross income of the taxable REIT  subsidiary  from  these  services
           is  at  least  150% of the taxable REIT subsidiary's  direct  cost
           of  rendering  the  service.


                                    PAGE 27




     -     The Secretary of the Treasury has the power to waive the tax that
           would otherwise  be  imposed on  redetermined  rents  if  the REIT
           establishes to the satisfaction  of the Secretary that rents charged
           to tenants were established on an arm's length basis even though
           a taxable REIT subsidiary provided services to the  tenants.

     Redetermined deductions are deductions, other than redetermined rents, of a
taxable  REIT subsidiary if the amount of these deductions would be decreased on
distribution,  apportionment or allocation to clearly reflect income between the
taxable  REIT subsidiary and the REIT.  Excess interest means any deductions for
interest  payments  made  by a taxable REIT subsidiary to the REIT to the extent
that  the  interest  payments exceed a commercially reasonable rate of interest.

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.

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.

     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.


                                    PAGE 28




     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.

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,  2001,  subject  to  certain  transition rules.


                                    PAGE 29




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.

     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
W-8BEN claiming that a lower treaty rate applies or (2) the non-U.S. shareholder
files  an  IRS  Form  W-8ECI claiming that the dividend is effectively connected
income.


                                    PAGE 30




     Under  the  final  regulations, generally effective for distributions on or
after  January  1, 2001, 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.

     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


                                    PAGE 31




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.

     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.

     Certain  of  the  underwriters  and  their  affiliates may be customers of,
engage  in  transactions with, and perform services for, us and our subsidiaries
in  the  ordinary  course  of  business.

     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 and certain tax matters. Counsel for any underwriters or agents
will  be  noted  in  the  applicable  prospectus  supplement.

                                     EXPERTS

     The  financial  statements  and  the  related financial statement schedules
incorporated in this prospectus by reference from the Company's Annual Report on
Form  10-K  have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have been
so  incorporated  in  reliance  upon  the  report  of such firm given upon their
authority  as  experts  in  accounting  and  auditing.


                                    PAGE 32




                       WHERE YOU CAN FIND MORE INFORMATION

     We are subject to the reporting requirements of the Securities and Exchange
Act  of  1934, as amended, 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.


                                    PAGE 33




                     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/A for the year ended December 31, 2000
          (File No.  001-09876).

     -    Quarterly Report on Form 10-Q/A-2 for the quarter ended March 31, 2001
          (File  No.  001-09876).

     -    Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2001
          (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  Report  on  Form  8-K  filed  January  22,  2001  (File No.
          001-09876).

     -    Current Report on Form 8-K filed March 22, 2001 (File No. 001-09876).

     -    Current Report on Form 8-K filed April 16, 2001 (File No. 001-09876).

     -    Current Report on Form 8-K filed April 26, 2001 (File No. 001-09876).

     -    Current  Report  on  Form 8-K/A  filed  April  30,  2001  (File  No.
          001-09876).

     -    Current Report on Form 8-K filed May 4, 2001 (File No. 001-09876).

     -    Current Report on Form 8-K/A filed June 18, 2001 (File No. 001-09876).

     -    Current Report on Form 8-K/A filed June 21, 2001 (File No. 001-09876).

     -    Current  Report  on  Form  8-K filed  August  13, 2001  (File  No.
          001-09876).

     -    Current  Report  on  Form  8-K  filed  October  29, 2001  (File  No.
          001-09876).

     -    Current  Report  on  Form  8-K/A  filed  October 29, 2001  (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


                                    PAGE 34