AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 2001
                                            REGISTRATION  NO.  333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-4
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                           WEINGARTEN REALTY INVESTORS
             (Exact name of registrant as specified in its charter)




                                                              
TEXAS                                       6798                         74-1464203
(State or other jurisdiction of.  (Primary Standard Industrial        (I.R.S. Employer
 incorporation or organization)       Classification No.)           Identification No.)



                       2600 CITADEL PLAZA DRIVE, SUITE 300
                              HOUSTON, TEXAS 77008
                                 (713) 866-6000
          (Address and telephone number of principal executive offices)
                               ANDREW M. ALEXANDER
                             CHIEF EXECUTIVE OFFICER
                       2600 CITADEL PLAZA DRIVE, SUITE 300
                              HOUSTON, TEXAS 77008
                                 (713) 866-6000
  (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)
                              --------------------

                                   Copies to:
                                BRYAN L. GOOLSBY
                                  GINA E. BETTS
                            LOCKE LIDDELL & SAPP LLP
                          2200 ROSS AVENUE, SUITE 2200
                               DALLAS, TEXAS 75201
                                 (214) 740-8000

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable  after  this  Registration  Statement  becomes  effective.

     If  the  securities  being  registered  on  this  Form are being offered in
connection  with the formation of a holding company and there is compliance with
General  Instruction  G,  check  the  following  box.  [  ]

     If  this  Form  is  filed to register additional securities for an offering
pursuant  to  Rule  462(b) under the Securities Act, check the following box and
list  the  Securities Act registration statement number of the earlier effective
registration  statement  for  the  same  offering.  [  ] _______________________

     If  this  Form  is a post-effective amendment filed pursuant to Rule 462(d)
under  the  Securities  Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering.  [ ] _________________________________






                                 CALCULATION OF REGISTRATION FEE


=======================================================================================================
                                                                      
                                             PROPOSED         PROPOSED
                                             MAXIMUM          MAXIMUM
TITLE OF EACH CLASS OF       AMOUNT TO       OFFERING PRICE   AGGREGATE           AMOUNT OF
SECURITIES TO BE REGISTERED  BE REGISTERED   PER UNIT         OFFERING PRICE(1)   REGISTRATION FEE (2)
-------------------------------------------------------------------------------------------------------

7% Notes due 2011            $  200,000,000  99.859%          $ 199,718,000       $ 49,930
=======================================================================================================

(1)  Estimated  solely  for  the  purpose  of calculating the registration fee in  accordance with Rule
     457(f)  under  the  Securities  Act  of  1933,  as  amended  (the  Securities  Act).
(2)  Calculated  pursuant  to  Rule  457(f)(2)  under  the  Securities  Act.



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






The  information  in this prospectus is not complete and may be changed.  We may
not  consummate  the  exchange offer until the registration statement filed with
the  Securities and Exchange Commission is effective.  This prospectus is not an
offer  to sell these notes and is not soliciting an offer to acquire these notes
in  any  state  where  the  offer  or  sale  is  not  permitted.

PROSPECTUS

                 SUBJECT TO COMPLETION, DATED NOVEMBER 14, 2001

                           WEINGARTEN REALTY INVESTORS

                    Offer to exchange our 7% Notes due 2011,
                      which have been registered under the
                         Securities Act, for all of our
                         outstanding 7% Notes due 2011,
                         which have not been registered

                          ____________________________

                          Terms of the Exchange Offer:

     -  Offer  to  exchange up to $200,000,000 aggregate principal amount of our
        new 7% notes due  2011 for an equal amount of our old 7% notes due 2011.

     -  Expires  5:00  p.m,  New  York City time, on ______________, 2001 unless
        extended.

     -  You  may  withdraw your tender of old notes any time before the exchange
        offer  expires.

     -  We  will accept any and all old notes validly tendered and not withdrawn
        for  exchange  before  the  exchange  offer  expires.

     -  Not  subject to any condition, other than the exchange offer not violate
        applicable  law  or  any  applicable  interpretation  of  the  staff  of
        the Securities and  Exchange  Commission  and  certain  other  customary
        conditions.

     -  We  will  not  receive  any  proceeds  from  the  exchange  offer.

     -  The  exchange  of old notes for new notes will not be a taxable exchange
        for  U.S.  federal  income  tax  purposes.

     -  The  terms  of  the  new  notes  and  the old notes are identical in all
        material respects,  except for certain transfer restrictions relating to
        the old  notes.

     -  The new notes will be evidence of the same indebtedness as the old notes
        and  will  be  issued  under,  and  entitled  to  the  benefits of,  the
        same indenture  that  governs  the  old  notes.

     -  You  may  tender  old notes only in denominations of $1,000 and integral
        multiples  of  $1,000.

                                ________________

     Neither  the  Securities  and  Exchange Commission nor any state securities
commission  has  approved  or disapproved of these securities or passed upon the
adequacy  or accuracy of this prospectus.  Any representation to the contrary is
a  criminal  offense.

                               ___________________

               The date of this prospectus is November __ , 2001.






     In making your investment decision, you should rely only on the information
contained  and  incorporated  by  reference  in  this  prospectus.  We  have not
authorized anyone to provide you with any other information.  We are offering to
exchange the old notes only in places where offers and sales are permitted.  You
should  not  assume that the information contained and incorporated by reference
in  this  prospectus is accurate as of any date other than the date on the front
cover  of  this  prospectus.

                             ----------------------




                             TABLE OF CONTENTS
                                                                         
Page
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Incorporation of Certain Documents by Reference. . . . . . . . . . . . . .   1
Forward-Looking Information May Prove Inaccurate . . . . . . . . . . . . .   3
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
Combined Ratios of Earnings To Fixed Charges and Preferred Share Dividends   9
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . .  10
The Exchange Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
Certain United States Federal Income Tax Considerations. . . . . . . . . .  27
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30



     In  this  prospectus,  "we,"  "us"  and  "our"  refer  to Weingarten Realty
Investors  and its subsidiaries unless the context otherwise requires.  The term
"Notes"  refers  to  the  old  and  new  notes.






                             AVAILABLE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act  of  1934,  and, in accordance therewith, file reports, proxy statements and
other  information  with  the  SEC.  These  reports,  proxy statements and other
information  can  be  inspected  and  copied  at  the following public reference
facilities  maintained  by  the  SEC  at  Room  1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington D.C. 20549 as well as at the regional office of the SEC
at  the  Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661.  Copies  of  such  material  may also be obtained by mail from the Public
Reference  Section  of  the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W.,  Washington,  D.C. 20549, upon payment of prescribed rates.  Such material
may  also  be  accessed  electronically  at the SEC's site on the World Wide Web
located  at  http://www.sec.gov.

     Our common shares are traded on The New York Stock Exchange and reports and
other  information  concerning  us can be inspected and copied at the offices of
The  New  York  Stock  Exchange  at  20  Broad Street, New York, New York 10005.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     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 the offering of the Notes hereunder 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 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).

     -  Quarterly Report on  Form 10-Q  for the quarter ended September 30, 2001
        (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 26, 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)


                                     Page 1




     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

     Any  statement  contained  in  a  document  incorporated  or  deemed  to be
incorporated  by  reference  herein shall be deemed to be modified or superseded
for  purposes of this prospectus to the extent that a statement contained herein
or  in  any  other  subsequently filed document which also is or is deemed to be
incorporated  by  reference  herein  modifies or supersedes such statement.  Any
such  statement  so  modified  or  superseded  shall not be deemed, except as so
modified,  or  superseded,  to  constitute  a  part  of  this  prospectus.

     As  used  herein, the terms "prospectus" and "herein" mean this prospectus,
including  the  documents  incorporated  or  deemed to be incorporated herein by
reference,  as  the same may be amended, supplemented or otherwise modified from
time  to time. Statements contained in this prospectus as to the contents of any
contract or other document referred to herein do not purport to be complete, and
where  reference  is made to the particular provisions of such contract or other
document,  such  provisions are qualified in all respects by reference to all of
the  provisions  of  such  contract  or  other  document.


                                     Page 2




                FORWARD-LOOKING INFORMATION MAY PROVE INACCURATE

     We  make  statements in this prospectus and the documents we incorporate by
reference  that  are  not  based  on  historical  facts,  including  statements
regarding,  among  other  items:

     -  the  condition  of  the  real  estate  market;

     -  legislative  or  regulatory  changes  affecting  the real estate market;

     -  legislative  or regulatory changes affecting the taxation of real estate
        investment  trusts;

     -  availability  of  capital;

     -  interest  rates;

     -  competition;

     -  supply  and demand for industrial properties in our current and proposed
        market  areas;  and

     -  general  accounting  principles,  policies  and guidelines applicable to
        REITs.

     Sometimes  these  statements  will  contain  words  such  as  "believes,"
"expects,"  "intends,"  "anticipates,"  "plans"  and other similar words.  These
statements  are  not  guarantees  of  our  future performance and are subject to
risks,  uncertainties  and  other  important factors that could cause our actual
performance or achievements to be materially different from those we anticipate.


                                     Page 3




                               PROSPECTUS SUMMARY

     This summary highlights information contained elsewhere in this prospectus.
You  should  read  the  entire  prospectus  carefully.


                               THE EXCHANGE OFFER

Purpose  and  Effect . . . . . . . . . . . . We  sold  $200  million of 7% notes
                                             due  2011 (the "old notes") on July
                                             17,  2001.  The old notes were sold
                                             to  Banc One Capital Markets, Inc.,
                                             Commerzbank  Securities,  Daiwa
                                             Securities  SMBC  Europe  Limited,
                                             First  Union  Securities, Inc., PNC
                                             Capital  Markets,  Inc., SouthTrust
                                             Securities,  Inc.  and  Wells Fargo
                                             Brokerage  Services,  LLC,  the
                                             "initial  purchasers,"  who  placed
                                             the  old  notes  with institutional
                                             investors.  In connection with this
                                             sale, we executed and delivered for
                                             the  benefit  of the holders of the
                                             old  notes  a  registration  rights
                                             agreement  providing  for,  among
                                             other  things, this exchange offer.
                                             See  "The  Exchange  Offer-Terms of
                                             the  Exchange  Offer."

Terms  of the Exchange Offer . . . . . . . . We are offering to exchange  $1,000
                                             principal  amount  of  our  new  7%
                                             notes  due  2011,  which  will  be
                                             registered  with the Securities and
                                             Exchange  Commission  (the  "new
                                             notes")  for  each $1,000 principal
                                             amount  of old notes. Old notes may
                                             only  be  exchanged  in  integral
                                             multiples  of  $1,000  principal
                                             amounts.  We  will  issue  the  new
                                             notes  on  or  promptly  after  the
                                             expiration  of  the exchange offer.

Expiration  Date . . . . . . . . . . . . . . 5:00 p.m., New York  City time,  on
                                             _______,  2001, unless the exchange
                                             offer is extended in which case the
                                             expiration  date  means  the latest
                                             date and time to which the exchange
                                             offer  is  extended.  See  "The
                                             Exchange  Offer-Terms  of  the
                                             Exchange  Offer."

Conditions . . . . . . . . . . . . . . . . . The  exchange  offer  is  not
                                             conditioned  on  any  minimum
                                             principal amount of old notes being
                                             tendered  or accepted for exchange.
                                             The  exchange  offer  is subject to
                                             certain customary conditions, which
                                             may be waived by us. We reserve the
                                             right  to  terminate  or  amend the
                                             exchange  offer  at any time before
                                             the  expiration  date  if  these
                                             conditions occur. See "The Exchange
                                             Offer-Material  Conditions  to  the
                                             Exchange  Offer."

Procedures for Tendering Old Notes . . . . . If  you  wish  to  tender your  old
                                             notes  through  the exchange offer,
                                             you  must either (1) complete, sign
                                             and date the letter of transmittal,
                                             or  a facsimile of it, according to
                                             the  instructions contained in this
                                             prospectus  and  in  the  letter of
                                             transmittal  or (2) with respect to
                                             the  old  notes  tendered under the
                                             procedures for book-entry transfers
                                             described  herein,  send an agent's
                                             message  to  the exchange agent for
                                             the  old  notes, which is a message


                                     Page 4




                                             that  indicates  you have agreed to
                                             the  contents  of  the  letter  of
                                             transmittal  and  the  letter  of
                                             transmittal may be enforced against
                                             you.  You  must  mail  or otherwise
                                             deliver  the letter of transmittal,
                                             or  a  facsimile  of  it,  or  the
                                             agent's  message with the old notes
                                             or  a  Book-Entry  Confirmation (as
                                             defined)  and  any  other  required
                                             documentation to the exchange agent
                                             at  the  address  listed  in  this
                                             prospectus.  The method of delivery
                                             of  this  documentation  is at your
                                             election and risk. By executing the
                                             letter  of  transmittal  or sending
                                             the  agent's  message  you  will
                                             represent  to  us,  among  other
                                             things,  that:

                                             -  the  new  notes acquired through
                                                the exchange offer by you or any
                                                beneficial  owners of old notes
                                                are  being  obtained  in  the
                                                ordinary  course  of  business
                                                of  the  person  receiving  the
                                                new  notes;

                                             -  neither  you nor the beneficial
                                                owner  is  participating  in,
                                                intends to participate in or has
                                                an arrangement or understanding
                                                with any  person  to participate
                                                in the distribution  of the new
                                                notes; and

                                             -  neither  you nor the beneficial
                                                owner  is  an  affiliate,  as
                                                defined under  Rule  405  of the
                                                Securities Act,  of  us.

                                             Each  broker-dealer  that  receives
                                             new  notes  for  its own account in
                                             exchange  for old notes, which were
                                             acquired by the broker or dealer as
                                             a  result  of  market-making
                                             activities  or  other  trading
                                             activities  (except  for  old notes
                                             acquired  directly  from  us), must
                                             acknowledge  in  the  letter  of
                                             transmittal  that it will deliver a
                                             prospectus  for  any  resale of the
                                             new  notes.  See  "The  Exchange
                                             Offer-Procedures  for Tendering Old
                                             Notes"  and "Plan of Distribution."

Special Procedures for Beneficial Owners . . If you are a beneficial owner whose
                                             old  notes  are  registered  in the
                                             name  of  a  broker,  dealer,
                                             commercial  bank,  trust company or
                                             other  nominee  and  you  wish  to
                                             tender  your  old  notes  in  the
                                             exchange  offer, you should contact
                                             the  registered holder promptly and
                                             instruct  the  registered holder to
                                             tender  on your behalf. If you wish
                                             to  tender  on your own behalf, you
                                             must,  before  completing  and
                                             executing the letter of transmittal
                                             and  delivering  your  old  notes,
                                             either  make  appropriate
                                             arrangements  to register ownership
                                             of  the  old  notes in your name or
                                             obtain  a  properly  completed bond
                                             power  from  the registered holder.
                                             The  transfer  of  registered
                                             ownership  may  take  considerable
                                             time.  See  "The  Exchange
                                             Offer-Procedures  for Tendering Old
                                             Notes."

Book-Entry Transfer. . . . . . . . . . . . . Any financial institution that is a
                                             participant  in  the  Book-Entry
                                             Transfer Facility's system may make
                                             book-entry delivery of old notes by
                                             causing  the  Book-Entry  Transfer
                                             Facility  to  transfer  these  old
                                             notes  into  the  exchange  agent's


                                     Page 5




                                             account  at the Book-Entry Transfer
                                             Facility  in  accordance  with  the
                                             Book-Entry  Transfer  Facility's
                                             procedures  for  transfer.  See
                                             "Description  of  Notes-Book-Entry
                                             System."

Withdrawal  Rights . . . . . . . . . . . . . Tenders  may be withdrawn at any
                                             time  before  5:00  p.m.,  New York
                                             City  time, on the expiration date.
                                             See  "The Exchange Offer-Withdrawal
                                             of  Tenders."

Acceptance of Old Notes
and Delivery of New  Notes . . . . . . . . . Upon satisfaction or waiver  of all
                                             conditions  of  the exchange offer,
                                             we will accept for exchange any and
                                             all  old  notes  that  are properly
                                             tendered  and  not withdrawn before
                                             5:00  p.m.,  New York City time, on
                                             the  expiration date. The new notes
                                             issued  through  the exchange offer
                                             will  be  delivered  promptly
                                             following  acceptance  of  the  old
                                             notes  by  us  after the expiration
                                             date.  See  "The  Exchange
                                             Offer-Acceptance  of  Old Notes for
                                             Exchange;  Delivery  of New Notes."

U.S. Federal Income Tax Consequences . . . . The  exchange of old notes for new
                                             notes by tendering holders will not
                                             be  a  taxable  exchange for United
                                             States federal income tax purposes.
                                             See  "Federal  Income  Tax
                                             Considerations."

Use  of  Proceeds. . . . . . . . . . . . . . We  will  not  receive  any  cash
                                             proceeds  from  the exchange offer.

Exchange  Agent. . . . . . . . . . . . . . . JP  Morgan  Chase  Bank is serving
                                             as  exchange  agent in the exchange
                                             offer.  See  "The  Exchange
                                             Offer-Exchange  Agent."

Resales of the New Notes . . . . . . . . . . The new  notes  are  being  offered
                                             by  this  prospectus  to  satisfy
                                             certain  obligations  contained  in
                                             the  registration rights agreement.
                                             Based  on  positions  of  the
                                             Securities  and Exchange Commission
                                             and  no-action  or  interpretive
                                             letters  issued  to  others,  we
                                             believe  that  the new notes issued
                                             through  the  exchange offer may be
                                             offered  for  resale,  resold  and
                                             otherwise  transferred  by  you,
                                             without  compliance  with  the
                                             registration  and  prospectus
                                             delivery  provisions  of  the
                                             Securities  Act,  provided  that:

                                             -  you  are acquiring the new notes
                                                in the ordinary course  of  your
                                                business;

                                             -  you are not participating, do
                                                not  intend to participate and
                                                have no  arrangement  or
                                                understanding with any person
                                                to participate in the
                                                distribution of the new notes;
                                                and

                                             -  you  are not an affiliate of us.

                                             If  you  acquire  new  notes in the
                                             exchange  offer  to  distribute  or
                                             participate  in  a  distribution of


                                     Page 6




                                             new  notes,  you cannot rely on the
                                             position  of  the  staff  of  the
                                             Securities  and Exchange Commission
                                             contained  in  its  no-action  and
                                             interpretive  letters  and  must
                                             comply  with  the  registration and
                                             prospectus delivery requirements of
                                             the  Securities  Act  concerning  a
                                             secondary  resale  transaction,
                                             unless  an  exemption  from
                                             registration  is  otherwise
                                             available.  Each broker-dealer that
                                             receives  new  notes  for  its  own
                                             account  through the exchange offer
                                             must  acknowledge  that:

                                             -  old  notes tendered by it in the
                                                exchange offer were acquired in
                                                the ordinary  course of its
                                                business as a  result of market-
                                                making or other trading
                                                activities;  and

                                             -  it will deliver a prospectus in
                                                connection  with  any resale of
                                                new notes  received  in  the
                                                exchange offer.

                                             This  prospectus,  as  it  may  be
                                             amended  or  supplemented from time
                                             to  time,  may  be  used  by  a
                                             broker-dealer  in  connection  with
                                             any  resales  of  the  new  notes
                                             received  in exchange for old notes
                                             where  the  old notes were acquired
                                             by  a  broker-dealer as a result of
                                             market-making  or  other  trading
                                             activities,  except  for  old notes
                                             acquired  directly from us. We have
                                             agreed  that,  for  a  period of 30
                                             days  after  this  prospectus  is
                                             mailed to holders of the old notes,
                                             we  will  make  this prospectus, as
                                             amended  or supplemented, available
                                             to  any  broker-dealer for use with
                                             any  resale.  See  "The  Exchange
                                             Offer-Resales of the New Notes" and
                                             "Plan  of  Distribution."

                        SUMMARY DESCRIPTION OF NEW NOTES

     The  exchange offer relates to the exchange of up to $200,000,000 aggregate
principal amount of new notes for up to an equal principal amount of outstanding
old  notes.  The  form  and  terms of the new notes are the same as the form and
terms of the outstanding old notes, except that the new notes will be registered
under  the  Securities Act, and, therefore, the new notes will not be subject to
certain  transfer  restrictions,  registration  rights  and  certain  provisions
providing  for  an  increase  in  the interest rate of the outstanding old notes
under  certain  circumstances relating to the registration of the new notes. The
new  notes  issued  in  the  exchange  offer  will evidence the same debt as the
outstanding  old  notes,  which they replace, and both the outstanding old notes
and  the  new  notes  are  governed  by  the  same  indenture.


Total Amount of New Notes Offered. . . . . . $200.0  million  in  aggregate
                                             principal  amount  of  7% Notes
                                             due  2011.

Issuer . . . . . . . . . . . . . . . . . . . Weingarten  Realty  Investors

Maturity . . . . . . . . . . . . . . . . . . July  15,  2011.


                                     Page 7




Interest . . . . . . . . . . . . . . . . . . Interest  on  the  new  notes
                                             will  accrue  at the rate of 7% per
                                             annum  and  will be payable in cash
                                             in  arrears semiannually on January
                                             15  and  July  15  of  each  year,
                                             commencing  on  January  15,  2002.

Ranking  of  the New Notes . . . . . . . . . The  new  notes  are  senior debt
                                             securities.  They  will  be
                                             effectively  subordinated  to  our
                                             mortgages  and  other  secured
                                             indebtedness,  to the extent of the
                                             value  of  the assets securing that
                                             indebtedness,  and  to indebtedness
                                             and other liabilities of any of our
                                             subsidiaries  and any of our future
                                             subsidiaries.

Optional  Redemption . . . . . . . . . . . . We may redeem the new notes at any
                                             time,  in  whole or in part, at the
                                             redemption  price described in this
                                             prospectus  under  the  heading
                                             "Description  of  Notes-Optional
                                             Redemption."

Basic  Covenants  of  the Indenture. . . . . The indenture governing the  notes,
                                             among  other things, places certain
                                             limitations on our ability, and the
                                             ability  of  our  subsidiaries,  to
                                             borrow  money.


                                             The indenture governing the  notes,
                                             among other things, requires us to:

                                             -  file  financial information with
                                                the  Securities  and  Exchange
                                                Commission;

                                             -  preserve  our  existence, rights
                                                and  franchises;

                                             -  maintain  our  properties;

                                             -  insure our properties at certain
                                                levels;  and

                                             -  pay all required taxes and other
                                                claims.

                                             For more details,  see "Description
                                             of Notes-Covenants."

Form  of  the  Notes . . . . . . . . . . . . The old notes were issued in global
                                             form  and  are governed by the laws
                                             of  the  State  of  New  York.

                                             When  issued, the new notes will be
                                             issued  in  global form and will be
                                             governed  by  the laws of the State
                                             of  New  York.

Trustee, Paying Agent and Registrar. . . . . JP  Morgan  Chase  Bank.


                                     Page 8




                                   THE COMPANY

     Weingarten  Realty Investors is an unincorporated trust organized under the
Texas  Real  Estate  Investment  Trust Act that, through its predecessor entity,
began  the  ownership  and  development of shopping centers and other commercial
real  estate  in  1948.  As  of  September  30, 2001, we owned or operated under
long-term  leases  interests  in  282  developed  income-producing  real  estate
projects. We owned 227 shopping centers located in the Houston metropolitan area
and  in  other  parts  of  Texas  and in California, Louisiana, Arizona, Nevada,
Arkansas, New Mexico, Oklahoma, Tennessee, Kansas, Colorado, Missouri, Illinois,
Florida,  Mississippi,  North  Carolina  and  Maine. We also owned 53 industrial
projects  located  in  Tennessee,  Nevada  and  Houston, Austin, San Antonio and
Dallas,  Texas.  Additionally, we owned one multi-family residential project and
one  office  building, which serves, in part, as our headquarters. Our interests
in  these  properties  aggregated  approximately  33.9  million  square  feet of
building  area  and  142.3  million  square  feet  of  land  area. We also owned
interests  in  37  parcels of unimproved land under development which aggregated
approximately  12.2  million  square  feet. Our properties were 92% leased as of
September 30, 2001 and  historically our portfolio occupancy rate has never been
below  90%.

     Historically,  we  have  emphasized  investments  in  properties  located
primarily  in the Houston area. Since 1987, we have actively acquired properties
outside  of  Houston.  Of  our 319 properties which were owned or operated under
long-term  leases  as  of September 30, 2001, 96 of our 282 developed properties
and  13  of  our  37  parcels  of  unimproved  land  were located in the Houston
metropolitan  area.  In  addition  to  these  properties,  86  of  our developed
properties  and  eight  of  our  parcels of unimproved land are located in other
parts  of  Texas.  Because of our investments in the Houston area, as well as in
other  parts  of Texas, the Houston and Texas economies affect, to a significant
degree,  our  business  and  operations.

                                 USE OF PROCEEDS

     The exchange offer is intended to satisfy some of our obligations under the
registration  rights  agreement.  We will not receive any cash proceeds from the
exchange  offer.

     The  net  proceeds  from the sale of the outstanding old notes were used to
repay  indebtedness  then  existing  under  our unsecured bank revolving line of
credit.

   COMBINED RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED SHARE DIVIDENDS

     Our  combined  ratios  of  earnings  to  fixed  charges and preferred share
dividends  for  the  quarter  ended  September  30, 2001 and for the years ended
December  31,  2000, 1999, 1998, 1997 and 1996 were 2.55, 1.80, 2.29, 2.27, 2.72
and  3.20,  respectively.

     For  purposes of computing the combined ratios of earnings to fixed charges
and  preferred  share  dividends,  earnings have been calculated by adding fixed
charges (excluding capitalized interest) to income from operations before income
allocated  to minority interest. Fixed charges consist of interest cost, whether
expensed or capitalized, and amortization of interest rate protection agreements
and  deferred  financing  costs.


                                     Page 9




                            DESCRIPTION OF THE NOTES

     The  old notes were, and the new notes will be, issued as a separate series
of  Debt  Securities  under  an  Indenture (the "Indenture"), between us and The
Chase  Manhattan  Bank,  as  trustee  (the  "Trustee").  The  Indenture  will be
available  for  inspection  at  the corporate trust office of the Trustee at 600
Travis,  Suite  1150,  Houston,  Texas  77002.  The  statements  made  hereunder
relating to the Indenture and the Notes to be issued thereunder are summaries of
the  material  provisions  thereof  and  do  not  purport to be complete and are
subject  to, and are qualified in their entirety by reference to, all provisions
of  the  Indenture  and  the  Notes.  All capitalized terms used but not defined
herein  shall  have  the  respective  meanings  set  forth  in  the  Indenture.

     The  new notes will be issued only in minimum denominations of $100,000 and
integral  multiples  of  $1,000 in excess thereof. We do not intend to apply for
the  listing  of  the  new  notes  on  a  securities  exchange.

     The  Indenture  does  not  limit  the  aggregate  principal  amount of Debt
Securities  that  may be issued thereunder and provides that Debt Securities may
be  issued  in one or more series, in each case as established from time to time
in  or  pursuant  to  authority  granted  by a resolution of our Trust Managers.

     The  Notes are our unsecured obligations and will rank equally with all our
other  unsecured  and  unsubordinated indebtedness. The Notes are limited to the
aggregate  principal  amount  of $200,000,000. We may from time to time, without
the  consent of existing Note holders, create and issue further notes having the
same  terms  and  conditions as the Notes offered hereby in all respects, except
for  issue  date,  issue  price  and  the  first  payment  of  interest thereon.
Additional notes issued in this manner will be consolidated with and will form a
single  series  with  the  previously  outstanding  series  of  Notes.

     Interest  on  the  Notes will accrue at 7% per annum from July 17, 2001, or
from  the  most  recent Interest Payment Date to which interest has been paid or
duly  provided for, and will be payable in U.S. dollars semi-annually in arrears
on  January  15  and  July  15  each year, commencing January 15, 2002. Interest
payable on an Interest Payment Date will be paid to the Person in whose name the
applicable  Note  is registered at the close of business on January 1 or July 1,
as  the  case  may  be  (whether or not a Business Day in New York), immediately
preceding  such Interest Payment Date. Interest payable at maturity will be paid
against  presentation  and surrender of the related Notes. Interest on the Notes
will  be  computed  on  the  basis of a 360-day year consisting of twelve 30-day
months.

     If  any Interest Payment Date or the maturity date is not a Business Day in
New  York,  New  York, the required payment shall be made on the next succeeding
day  that  is a Business Day as if it were made on the date such payment was due
and  no  interest  shall accrue on the amount so payable for the period from and
after  such  Interest Payment Date or maturity date, as the case may be, to such
next  Business  Day.

     The  Notes will mature and the outstanding principal amount will be payable
on  July  15,  2011.  The  Notes  will not have the benefit of any sinking fund.

OPTIONAL  REDEMPTION

     We  may redeem on any one or more occasions some or all of the Notes before
they  mature.  The redemption price will equal the sum of (1) an amount equal to
100% of the principal amount thereof and (2) a make-whole premium, together with
accrued  and  unpaid  interest  up to but not including the redemption date.  We
will  calculate  the  make-whole  premium  as  the  amount  of:

     -  the aggregate present value as of the redemption date of each dollar of
        principal  of  the  Notes  being  redeemed  and the amount of interest
        (exclusive of interest accrued to the redemption date) that would have
        been payable in respect of such dollar if such redemption had not been
        made, determined by discounting,on a semi-annual basis, such principal
        and  interest  at  the  Reinvestment  Rate  (determined  on  the third
        business  day  preceding  the  date the notice of redemption is given)
        from  the  respective  dates  on  which  such  principal  and


                                    Page 10




          interest would have been payable if such redemption had not been made,
          over

     -    the  aggregate  principal  amount  of  the  Notes  being  redeemed.

     "Reinvestment  Rate" means .25% (twenty-five one hundredths of one percent)
plus  the  arithmetic  means  of  the yields under the respective headings "This
Week"  and  "Last Week" published in the most recent Federal Reserve Statistical
Release  H.15  (519)  that  has  become  publicly available prior to the date of
determining  the make-whole premium (or if such Statistical Release is no longer
published,  any  such other reasonably comparable index that we designate) under
the  caption  "Treasury  Constant  Maturities"  for the maturity (rounded to the
nearest  month)  corresponding  to the then remaining maturity of such series of
Notes  being redeemed.  If no maturity exactly corresponds to such maturity, the
Reinvestment  Rate  will  be obtained by linear interpolation (calculated to the
nearest  one-twelfth of a year) from the yields for the two published maturities
most  closely  corresponding  to  such  maturity.

     We  will  give  you  notice  of any optional redemption at your address, as
shown in our security register, at least 30 but not more than 60 days before the
redemption  date.  The notice of redemption will specify, among other items, the
redemption price and the principal amount of the Notes held by such holder to be
redeemed.

     If  we  redeem  less  than all of the Notes at any time, we will notify the
Trustee at least 45 days prior to the redemption date (or such shorter period as
is  satisfactory  to the Trustee) of the aggregate principal amount of the Notes
to  be  redeemed and their redemption date. The Trustee will select the Notes to
be  redeemed in such manner as it deems fair and appropriate. We will not redeem
in  part  Notes  of  $1,000  or  less.

     On  and  after the redemption date, the Notes or portion of them called for
redemption  will  cease  accruing  interest  unless  we  fail  to give notice as
provided  in  the  Indenture  or default in the payment of the redemption price.

MERGER,  CONSOLIDATION  OR  SALE

     We  may consolidate with, or sell, lease or convey all or substantially all
of  our  assets  to,  or  merge  with or into, any other corporation or trust or
entity provided that:  (1) either we are the continuing entity, or the successor
entity  (if  other  than  us)  formed  by or resulting from any consolidation or
merger or which shall have received the transfer of those assets shall expressly
assume  payment  of the principal of (and premium, if any) and interest, if any,
on  all  of  the  Debt  Securities  and  the  due  and  punctual performance and
observance  of  all  of the covenants and conditions contained in the Indenture;
(2)  immediately  after  giving  effect  to  the  transaction  and  treating any
indebtedness  that becomes our obligation or the obligation of any Subsidiary as
a result thereof as having been incurred by us or that Subsidiary at the time of
the  transaction,  no  Event of Default under the Indenture, and no event which,
after  notice  or  the lapse of time, or both, would become an Event of Default,
shall  have  occurred  and  be  continuing; and (3) an officers' certificate and
legal  opinion  covering  those  conditions  shall  be  delivered to the Trustee
(Sections  801  and  803  of  the  Indenture).

COVENANTS

     Limitations  on  Incurrence  of Debt.  We will not, and will not permit any
Subsidiary  to,  incur  any Debt (as defined below) if, immediately after giving
effect  to  the  incurrence  of  that  Debt  and the application of the proceeds
thereof,  the aggregate principal amount of all our outstanding Debt and that of
any Subsidiaries on a consolidated basis determined in accordance with generally
accepted  accounting  principles  is  greater  than  60%  of the sum of (without
duplication)  (1)  our  Total  Assets  (as  defined  below) as of the end of the
calendar  quarter  covered in our Annual Report on Form 10-K or Quarterly Report
on  Form 10-Q, as the case may be, most recently filed with the SEC (or, if that
filing  is  not permitted under the Exchange Act, with the Trustee) prior to the
incurrence  of the additional Debt and (2) the purchase price of any real estate
assets  or  mortgages  receivable  acquired,  and  the  amount of any securities
offering  proceeds  received  (to  the  extent  those  proceeds were not used to
acquire  real  estate assets or mortgages receivable or used to reduce Debt), by
us  or  any  Subsidiary  since the end of that calendar quarter, including those
proceeds  obtained  in  connection  with  the incurrence of that additional Debt
(Section  1004  of  the  Indenture).


                                    Page 11




     In  addition to the foregoing limitation on the incurrence of Debt, we will
not,  and  will  not  permit  any  Subsidiary  to, incur any Debt secured by any
mortgage,  lien,  charge,  pledge,  encumbrance or security interest of any kind
upon  any of our property or that of any Subsidiary if, immediately after giving
effect  to  the  incurrence  of  that  Debt  and the application of the proceeds
thereof,  the aggregate principal amount of all our outstanding Debt and that of
the Subsidiaries on a consolidated basis which is secured by any mortgage, lien,
charge, pledge, encumbrance or security interest on our property and that of any
Subsidiary  is  greater  than  40%  of  our  Total  Assets  (Section 1004 of the
Indenture).

     In addition to the foregoing limitations on the incurrence of Debt, we will
not,  and  will  not  permit  any  Subsidiary to, incur any Debt if the ratio of
Consolidated  Income Available for Debt Service (as defined below) to the Annual
Service  Charge (as defined below) for the four consecutive fiscal quarters most
recently  ended prior to the date on which the additional Debt is to be incurred
shall  have been less than 1.5, on a pro forma basis after giving effect thereto
and  to  the  application  of  the  proceeds  therefrom,  and  calculated on the
assumption  that:  (1)  such  Debt  and  any  other  Debt incurred by us and the
Subsidiaries since the first day of that four-quarter period and the application
of  the  proceeds  therefrom, including to refinance other Debt, had occurred at
the  beginning of that period; (2) the repayment or retirement of any other Debt
by  us  and the Subsidiaries since the first day of that four-quarter period had
been  incurred,  repaid or retired at the beginning of that period (except that,
in  making  the  computation,  the  amount  of  Debt  under any revolving credit
facility  shall  be  computed  based upon the average daily balance of that Debt
during that period); (3) in the case of Acquired Debt (as defined below) or Debt
incurred  in  connection  with  any  acquisition  since  the  first  day of that
four-quarter period, the related acquisition had occurred as of the first day of
that  period  with  the appropriate adjustments with respect to that acquisition
being  included  in the applicable pro forma calculation; and (4) in the case of
any  acquisition  or disposition by us or the Subsidiaries of any asset or group
of  assets since the first day of the applicable four-quarter period, whether by
merger,  stock  purchase or sale, or asset purchase or sale, that acquisition or
disposition or any related repayment of Debt had occurred as of the first day of
that period with the appropriate adjustments with respect to that acquisition or
disposition  being  included  in  the pro forma calculation (Section 1004 of the
Indenture).

     Existence.  Except  as  permitted under "Merger, Consolidation or Sale," we
will  do  or  cause to be done all things necessary to preserve and keep in full
force  and  effect  our  legal  existence,  rights  (charter  and statutory) and
franchises;  provided,  however we will not be required to preserve any right or
franchise  if  we determine that the preservation thereof is no longer desirable
in  the  conduct  of  our  business  (Section  1005  of  the  Indenture).

     Maintenance  of  Properties.  We  will cause all of our material properties
used  or useful in the conduct of our business or the business of any Subsidiary
to  be  maintained  and  kept  in  good  condition, repair and working order and
supplied  with  all  necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
our  judgment  may  be  necessary  so that the business carried on in connection
therewith  may  be  properly  and advantageously conducted at all times (Section
1006  of  the  Indenture).

     Insurance.  We  will keep, and will cause each of the Subsidiaries to keep,
all  of  our insurable properties insured against loss or damage in an amount at
least  equal  to  their  then  full  insurable value with insurers of recognized
responsibility  and,  if those insurers have publicly rated debt, the rating for
that  debt must be at least investment grade with a nationally recognized rating
agency  (Section  1007  of  the  Indenture).

     Payment of Taxes and Other Claims. We will pay or discharge, or cause to be
paid  or  discharged,  before  the  same shall become delinquent, (1) all taxes,
assessments and governmental charges levied or imposed upon us or any Subsidiary
or  upon  our  income, profits or property or that of any Subsidiary and (2) all
lawful  claims  for labor, materials and supplies which, if unpaid, might by law
become  a  lien  upon our property or that of any Subsidiary; provided, however,
that  we  will  not  be  required  to  pay  or  discharge or cause to be paid or
discharged  any  tax, assessment, charge or claim whose amount, applicability or
validity  is  being  contested  in  good  faith (Section 1008 of the Indenture).


                                    Page 12




     Provision  of  Financial  Information.  Whether  or  not  we are subject to
Section 13 or 15(d) of the Exchange Act, we  will, within 15 days of each of the
respective  dates  by  which we would have been required to file annual reports,
quarterly  reports  and  other documents with the SEC if we were so subject, (1)
transmit by mail to all Note Holders, as their names and addresses appear in the
security  Register,  without  cost  to  those Note Holders, copies of the annual
reports,  quarterly reports and other documents that we would have been required
to  file  with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if we
were  subject  to  those  Sections,  (2)  file with the Trustee copies of annual
reports,  quarterly reports and other documents that we would have been required
to  file  with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if we
were subject to those Sections and (3) promptly upon written request and payment
of  the  reasonable  cost  of  duplication  and  delivery, supply copies of such
documents  to  any  prospective  Note  Holder  (Section  1009 of the Indenture).

     Maintenance  of  Value of Unencumbered Assets to Unsecured Debt. We will at
all  times  maintain  an Unencumbered Total Asset Value (as defined below) in an
amount  of  not  less  than  100%  of  the aggregate principal amount of all our
outstanding Debt and that of the Subsidiaries that is unsecured (Section 1013 of
the  Indenture).

     Limited  Covenants  in  the  Event of a Highly Leveraged Transaction. Other
than  our  covenants  included in the Indenture as described above, there are no
covenants  in  the Indenture that will afford the Note Holders protection in the
event  of  a  highly  leveraged transaction or similar transaction involving us.
Restrictions  on  ownership  and  transfers  of  our common shares and preferred
shares  are designed to preserve our status as a REIT and, therefore, may act to
prevent  or  hinder  a  change  of  control.

     As  used  herein,

     "Acquired Debt" means Debt of a person (1) existing at the time that person
becomes a Subsidiary or (2) assumed in connection with the acquisition of assets
from  that person, in each case, other than Debt incurred in connection with, or
in  contemplation  of,  that  person  becoming a Subsidiary or that acquisition.
Acquired  Debt  shall  be  deemed  to  be  incurred  on  the date of the related
acquisition  of assets from any person or the date the acquired person becomes a
Subsidiary.

     "Annual  Service  Charge"  as of any date means the maximum amount which is
payable  in any period for interest on, and original issue discount of, our Debt
and  that  of  the Subsidiaries and the amount of dividends which are payable in
respect  of  any  Disqualified  Stock  (as  defined  below).

     "Capital  Shares"  means,  with  respect  to any person, any capital shares
(including  preferred  shares),  interests,  participations  or  other ownership
interests  (however  designated)  of that person and any rights (other than debt
securities  convertible  into  or  exchangeable for capital shares), warrants or
options  to  purchase  any  thereof.

     "Consolidated  Income  Available for Debt Service" for any period means our
Funds  from  Operations  (as  defined  below) and those of the Subsidiaries plus
amounts  which  have  been  deducted  for  interest  on  Debt  and  that  of the
Subsidiaries.

     "Debt" of ours or any Subsidiary means any of our indebtedness, and that of
any  Subsidiary,  other  than  contingent  liabilities (except to the extent set
forth  in  (3)  below),  in  respect of (without duplication) (1) borrowed money
evidenced  by  bonds, notes, debentures or similar instruments, (2) indebtedness
secured  by  any  mortgage,  pledge,  lien,  charge, encumbrance or any security
interest  existing  on  property  owned  by  us  or  any  Subsidiary,  (3)  the
reimbursement  obligations,  contingent  or  otherwise,  in  connection with any
letters  of  credit actually issued or amounts representing the balance deferred
and unpaid of the purchase price of any property or services, except any balance
that  constitutes  an  accrued expense or trade payable, or all conditional sale
obligations  or  obligations  under  any  title  retention  agreement,  (4)  the
principal amount of all our obligations and those of any Subsidiary with respect
to  redemption,  repayment  or other repurchase of any Disqualified Stock or (5)
any  lease  of  property by us or any Subsidiary as lessee which is reflected on
our  consolidated  balance  sheet  as  a  capitalized  lease  in accordance with
generally  accepted accounting principles to the extent, in the case of items of
indebtedness  under  (1)  through (3) above, that any of those items (other than
letters of credit) would appear as a liability on our consolidated balance sheet
in  accordance  with  generally  accepted  accounting  principles,  but does not
include  any  of our obligations or those of any Subsidiary to be liable for, or
to  pay,  as obligor, guarantor or otherwise, Debt of another person (other than


                                    Page 13




us  or  any  Subsidiary)  unless  and  until  we  or our Subsidiary shall become
directly  liable  in  respect  thereof.

     "Disqualified  Stock" means, with respect to any person, any Capital Shares
of  that  person  which by the terms of those Capital Shares (or by the terms of
any  security  into  which  it is convertible or for which it is exchangeable or
exercisable),  upon  the  happening  of any event or otherwise (1) matures or is
mandatorily  redeemable, pursuant to a sinking fund obligation or otherwise, (2)
is  convertible  into  or  exchangeable  or exercisable for Debt or Disqualified
Stock  or  (3) is redeemable at the option of the holder thereof, in whole or in
part,  in  each  case on or prior to the Stated Maturity of the Debt Securities.

     "Funds  from  Operations" for any period means net income plus depreciation
and  amortization  of  real  estate  assets and extraordinary charges, excluding
gains  and  losses  on  sales  of  properties  and  securities.

     "Subsidiary"  means  one  of  our  subsidiaries.

     "Total  Assets"  as of any date means the sum of (1) our Undepreciated Real
Estate  Assets  and  (2)  all other assets of ours determined in accordance with
generally accepted accounting principles (but excluding goodwill and unamortized
debt  costs).

     "Undepreciated  Real Estate Assets" as of any date means the cost (original
cost  plus  capital  improvements)  of  our  real estate assets and those of the
Subsidiaries  on  the  applicable  date,  before  depreciation  and amortization
determined  on  a  consolidated  basis  in  accordance  with  generally accepted
accounting  principles.

     "Unencumbered  Total  Asset Value" as of any date shall mean the sum of our
Total  Assets  which  are unencumbered by any mortgage, lien, charge, pledge, or
security  interest.

EVENTS  OF  DEFAULT,  NOTICE  AND  WAIVER

     The  Indenture  provides  that the following events are "Events of Default"
with respect to any series of Debt Securities issued thereunder: (1) default for
30  days  in  the payment of any installment of interest on any Debt Security of
that series; (2) default in the payment of the principal of (or premium, if any,
on)  any Debt Security of that series at its Maturity; (3) default in making any
sinking  fund  payment  as  required  for  any Debt Security of that series; (4)
default  in  the performance or breach of any other covenant or warranty of ours
contained  in the Indenture (other than a covenant added to the Indenture solely
for the benefit of a series of Debt Securities issued thereunder other than that
series),  continued  for  60  days  after  written  notice  as  provided  in the
Indenture;  (5)  a  default under any bond, debenture, note or other evidence of
indebtedness  for  money  borrowed  by  us  (including  obligations under leases
required  to  be  capitalized on the balance sheet of the lessee under generally
accepted accounting principles but not including any indebtedness or obligations
for which recourse is limited to property purchased or property mortgaged) in an
aggregate  principal  amount  in  excess  of  $10,000,000  or under any mortgage
indenture or instrument under which there may be issued or by which there may be
secured  or evidenced any indebtedness for money borrowed by us (including those
leases  but  not  including  indebtedness  or  obligations for which recourse is
limited  to  property  purchased)  in an aggregate principal amount in excess of
$10,000,000  by  us,  whether that indebtedness now exists or shall hereafter be
created,  which  default  shall  have  resulted in that indebtedness becoming or
being  declared  due  and  payable prior to the date on which it would otherwise
have become due and payable or those obligations being accelerated, without that
acceleration  having  been  rescinded  or  annulled;  (6)  events of bankruptcy,
insolvency  or reorganization, or court appointment of a receiver, liquidator or
trustee  of  us  or  any Significant Subsidiary (defined below) or either of our
properties;  and  (7)  any  other  Event  of  Default provided with respect to a
particular  series  of Debt Securities (Section 501 of the Indenture).  The term
"Significant  Subsidiary" means each of our significant subsidiaries (as defined
in  Regulation  S-X  promulgated  under  the  Securities  Act).

     If  an Event of Default under the Indenture with respect to Debt Securities
of any series at the time outstanding occurs and is continuing, then the Trustee
or  the Holders of not less than 25% in principal amount of the outstanding Debt


                                    Page 14




Securities  of  that  series  may  declare the principal amount (or, if the Debt
Securities of that series are OID Securities or Indexed Securities, that portion
of  the principal amount as may be specified in the terms thereof) of all of the
Debt  Securities  of  that  series  to be due and payable immediately by written
notice  thereof to us (and to the Trustee if given by the Holders).  However, at
any  time after a declaration of acceleration with respect to Debt Securities of
that  series (or of all Debt Securities then outstanding under the Indenture, as
the  case  may  be) has been made but before a judgment or decree for payment of
the  money  due has been obtained by the Trustee, the Holders of not less than a
majority  in  principal  amount of outstanding Debt Securities of the applicable
series  (or  of all Debt Securities then outstanding under the Indenture, as the
case  may  be) may rescind and annul any declaration and its consequences if (1)
we  shall have deposited with the Trustee all required payments of the principal
of  (and  premium, if any) and interest on the Debt Securities of the applicable
series  (or  of all Debt Securities then outstanding under the Indenture, as the
case may be), plus fees, expenses, disbursements and advances of the Trustee and
(2)  all  Events of Default, other than the non-payment of accelerated principal
(or a specified portion thereof), with respect to Debt Securities of that series
(or of all Debt Securities then outstanding under the Indenture, as the case may
be)  have  been cured or waived as provided in the Indenture (Section 502 of the
Indenture).  The  Indenture  also  provides  that the Holders of not less than a
majority  in  principal  amount of the outstanding Debt Securities of any series
(or of all Debt Securities then outstanding under the Indenture, as the case may
be)  may  waive  any  past default with respect to the applicable series and its
consequences,  except  a  default  (a)  in  the  payment of the principal of (or
premium  if any) or interest, if any, on any Debt Security of that series or (b)
in  respect of a covenant or provision contained in the Indenture that cannot be
modified  or amended without the consent of the Holders of each outstanding Debt
Security  affected  thereby  (Section  513  of  the  Indenture).

     The  Trustee  is  required to give notice to the Holders of Debt Securities
within  90  days of a default under the Indenture unless that default shall have
been cured or waived; provided, however, that the Trustee may withhold notice to
the Holders of any Series of Debt Securities of any default with respect to that
series (except a default in the payment of the principal of (or premium, if any)
or  interest,  if  any, on any Debt Security of that series or in the payment of
any  sinking fund installment in respect of any Debt Security of that series) if
the  Responsible  Officers of the Trustee consider that withholding to be in the
interest  of  those  Holders  (Section  601  of  the  Indenture).

     The Indenture provides that no Holders of Debt Securities of any series may
institute  any proceedings, judicial or otherwise, with respect to the Indenture
or  for any remedy thereunder, except in the case of failure of the Trustee, for
60 days, to act after it has received a written request to institute proceedings
in  respect  of  an  Event  of  Default from the Holders of not less than 25% in
principal  amount  of the outstanding Debt Securities of that series, as well as
an  offer  of  indemnity  reasonably  satisfactory  to  it  (Section  507 of the
Indenture).  This  provision  will  not  prevent,  however,  any  Holder of Debt
Securities from instituting suit for the enforcement of payment of the principal
of  (and  premium, if any) and interest, if any, on those Debt Securities at the
respective  due  dates  thereof  (Section  508  of  the  Indenture).

     Subject  to  provisions  in the Indenture relating to its duties in case of
default,  the  Trustee  is  under no obligation to exercise any of its rights or
powers  under  the  Indenture  at the request or direction of any Holders of any
series  of  Debt  Securities  then outstanding under the Indenture, unless those
Holders  shall  have  offered  to  the Trustee thereunder reasonable security or
indemnity  (Section  602  of  the  Indenture).  The  Holders  of not less than a
majority  in  principal  amount of the outstanding Debt Securities of any series
(or of all Debt Securities then outstanding under the Indenture, as the case may
be)  shall have the right to direct the time, method and place of conducting any
proceeding  for  any remedy available to the Trustee, or of exercising any trust
or  power  conferred upon the Trustee. However, the Trustee may refuse to follow
any  direction  which  is  in  conflict with any law or the Indenture, which may
involve  the Trustee in personal liability or which may be unduly prejudicial to
the  Holders  of Debt Securities of each series not joining therein (Section 512
of  the  Indenture).

     Within 120 days after the close of each fiscal year, we must deliver to the
Trustee  a  certificate,  signed  by  one of several specified officers, stating
whether  or  not  that  officer has knowledge of any default under the Indenture
and,  if so, specifying each default and the nature and statues thereof (Section
1010  of  the  Indenture).


                                    Page 15




MODIFICATION  OF  THE  INDENTURE

     Modification  and  amendment  of  the  Indenture  may be made only with the
consent  of  the  Holders of not less than a majority in principal amount of all
outstanding Debt Securities issued under the Indenture which are affected by the
modification  or amendment; provided, however, that no modification or amendment
may,  without  the consent of the Holder of each Debt Security affected thereby,
(1)  change  the  Stated  Maturity  of  the  principal of, or any installment of
interest  (or  premium,  if any) on, any Debt Security, (2) reduce the principal
amount  of,  or  the  rate  or  amount of interest on, or any premium payable on
redemption  of,  that Debt Security, or reduce the amount of principal of an OID
Security  that  would be due and payable upon declaration of acceleration of the
maturity  thereof  or  would  be provable in bankruptcy, or adversely affect any
right  of repayment of the Holder of that Debt Security, (3) change the place of
payment,  or the coin or currency, for payment of principal of, premium, if any,
or  interest,  if  any,  on any Debt Security, (4) impair the right to institute
suit  for  the  enforcement  of  any  payment  on  or  with respect to that Debt
Security,  (5) reduce the above-stated percentage of outstanding Debt Securities
of  any  series  necessary to modify or amend the applicable Indenture, to waive
compliance  with  specific  provisions  thereof  or  specific  defaults  and
consequences thereunder or to reduce the quorum or voting requirements set forth
in  the  Indenture,  or (6) modify any of the foregoing provisions or any of the
provisions  relating  to  the  waiver  of  past defaults or covenants, except to
increase  the required percentage to effect that action or to provide that other
provisions  may  not  be modified or waived without the consent of the Holder of
that  Debt  Security  (Section  902  of  the  Indenture).

     The  Holders of not less than a majority in principal amount of outstanding
Debt Securities issued under the Indenture have the right to waive compliance by
us  with  specific  covenants  in the Indenture (Section 1012 of the Indenture).

     Modifications  and  amendments  of  the Indenture may be made by us and the
Trustee  without  the  consent  of  any Holder of Debt Securities for any of the
following  purposes:  (1)  to evidence the succession of another person to us as
obligor  under the Indenture; (2) to add to the covenants for the benefit of the
Holders  of  all  or  any series of Debt Securities or to surrender any right or
power  conferred  upon us in the Indenture; (3) to add Events of Default for the
benefit  of  the  Holders of all or any series of Debt Securities; (4) to add or
change  any  provisions  of  the  Indenture to facilitate the issuance of, or to
liberalize  specific  terms  of, Debt Securities in bearer form, or to permit or
facilitate the issuance of Debt Securities in uncertificated form, provided that
action  shall  not  adversely  affect  the  interests of the Holders of the Debt
Securities of any series in any material respect; (5) to change or eliminate any
provisions  of  the  Indenture, provided that change or elimination shall become
effective  only  when  there  are  no  Debt Securities outstanding of any series
created  prior  thereto which are entitled to the benefit of that provision; (6)
to  secure  the  Debt  Securities;  (7)  to  establish the form or terms of Debt
Securities  of  any  series,  including  the  provisions  and  procedures,  if
applicable,  for  the conversion of those Debt Securities into our common shares
or  preferred  shares;  (8)  to  provide  for the acceptance or appointment of a
successor  Trustee  or  facilitate  the  administration  of the trusts under the
Indenture  by  more  than  one  Trustee;  (9)  to  cure any ambiguity, defect or
inconsistency  in the Indenture, provided that action shall not adversely affect
the  interests  of  Holders  of  Debt  Securities of any series issued under the
Indenture;  or  (10) to supplement any of the provisions of the Indenture to the
extent  necessary to permit or facilitate defeasance and discharge of any series
of  the  Debt  Securities,  provided  that action shall not adversely affect the
interests  of  the  Holders of the Debt Securities of any series (Section 901 of
the  Indenture).

DISCHARGE,  DEFEASANCE  AND  COVENANT  DEFEASANCE

     Under  the  Indenture,  we may discharge specific obligations to Holders of
any  series  of  Debt  Securities  issued  thereunder that have not already been
delivered  to  the  Trustee for cancellation and that either have become due and
payable  or  will  become  due  and  payable  within  one year (or scheduled for
redemption  within  one  year)  by  irrevocably  depositing with the Trustee, in
trust,  funds in the currency or currencies, currency unit or units or composite
currency  or  currencies in which those Debt Securities are payable in an amount
sufficient to pay the entire indebtedness on those Debt Securities in respect of
principal  (and  premium,  if any) and interest to the date of deposit (if those
Debt  Securities  have  become  due  and  payable)  or to the Stated Maturity or
Redemption  Date,  as  the  case  may  be  (Section  401  of  the  Indenture).


                                    Page 16




     The  Indenture provides that, if the provisions of Article Fourteen thereof
are  made  applicable to the Debt Securities of or within any series pursuant to
Section  301  of  the  Indenture,  we  may  elect  either  (1) to defease and be
discharged  from  any  and all obligations with respect to those Debt Securities
(except  for  the  obligation  to  pay  additional  amounts,  if  any,  upon the
occurrence  of  specific  events  of tax, assessment or governmental charge with
respect to payments on those Debt Securities and the obligations to register the
transfer  or  exchange  of  those  Debt  Securities,  to  replace  temporary  or
mutilated,  destroyed,  lost or stolen Debt Securities, to maintain an office or
agency  in  respect  of  those Debt Securities and to hold moneys for payment in
trust  ("defeasance") (Section 1402 of the Indenture) or (2) to be released from
our  obligations  with  respect  to  those Debt Securities under Section 1004 to
1009,  inclusive,  and  Section  1013  of  the Indenture (being the restrictions
described  under  "Covenants")  or,  if  provided pursuant to Section 301 of the
Indenture,  our obligations with respect to any other covenant, and any omission
to  comply  with  the  obligations shall not constitute a default or an Event of
Default  with  respect to those Debt Securities ("covenant defeasance") (Section
1403  of  the Indenture), in either case upon the irrevocable deposit by us with
the  Trustee,  in trust, of an amount, in those currency or currencies, currency
unit or units or composite currency or currencies in which those Debt Securities
are payable at Stated Maturity, or Government Obligations (as defined below), or
both  applicable to those Debt Securities which through the scheduled payment of
principal  and  interest in accordance with their terms will provide money in an
amount  sufficient to pay the principal of (and premium, if any) and interest on
those  Debt  Securities,  and  any  mandatory sinking fund or analogous payments
thereon,  on the scheduled due dates therefor (Section 1404 of the Indenture).

     A  trust  may only be established if, among other things, we have delivered
to  the  Trustee  an  Opinion  of Counsel (as specified in the Indenture) to the
effect that the Holders of those Debt Securities will not recognize income, gain
or  loss  for  U.S.  federal  income tax purposes as a result of a defeasance or
covenant  defeasance  and will be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
that  defeasance  or  covenant  defeasance had not occurred, and that Opinion of
Counsel,  in the case of defeasance, must refer to and be based upon a ruling of
the  Internal  Revenue Service or a change in applicable U.S. federal income tax
law  occurring  after the date of the Indenture (Section 1404 of the Indenture).

     "Government  Obligations" means securities which are (1) direct obligations
of  the  United  States  of  America  or the government which issued the foreign
currency  in  which  the Debt Securities of a particular series are payable, for
the  payment of which its full faith and credit is pledged or (2) obligations of
a  person controlled or supervised by and acting as an agency or instrumentality
of  the  United  States  of  America  or the government which issued the foreign
currency in which the Debt Securities of that series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United  States  of  America or that other government, which, in either case, are
not  callable  or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect  to  any  Government Obligation or a specified payment of interest on or
principal  of any Government Obligation held by the custodian for the account of
the  holder  of  a depository receipt, provided that (except as required by law)
the custodian is not authorized to make any deduction from the amount payable to
the  holder  of the depository receipt from any amount received by the custodian
in  respect  of the Government Obligation or the specific payment of interest on
or  principal  of  the Government Obligation evidenced by the depository receipt
(Section  101  of  the  Indenture).

     If  after  we  have deposited funds and/or Government Obligations to effect
defeasance or covenant defeasance with respect to Debt Securities of any series,
(1) the Holder of a Debt Security of that series is entitled to, and does, elect
pursuant  to  Section 301 of the Indenture or the terms of that Debt Security to
receive  payment  in  a currency, currency unit or composite currency other than
that in which the deposit has been made in respect of that Debt Security, or (2)
a  Conversion  Event  (as  defined  below)  occurs  in  respect of the currency,
currency  unit  or  composite  currency  in which the deposit has been made, the
indebtedness represented by that Debt Security shall be deemed to have been, and
will  be, fully discharged and satisfied through the payment of the principal of
(and  premium, if any) and interest on that Debt Security as they become due out
of the proceeds yielded by converting the amount so deposited in respect of that
Debt  Security  into  the currency, currency unit or composite currency in which
that  Debt Security becomes payable as a result of the election or the cessation
of  usage  based  on  the  applicable  market exchange rate (Section 1405 of the
Indenture).  "Conversion  Event"  means  the cessation of use of (a) a currency,
currency  unit or composite currency both by the government of the country which
issued that currency and for the settlement of transactions by a central bank or
other  public institutions of or within the international banking community, (b)
the  Euro  both  within  the  European Monetary System and for the settlement of


                                    Page 17




transactions by public institutions of or within the European Communities or (c)
any  currency unit or composite currency other than the Euro for the purposes of
which  it  was  established.  All payments of principal of (and premium, if any)
and interest, if any, on any Debt Security that is payable in a foreign currency
that  ceases  to  be  used  by  its government of issuance shall be made in U.S.
dollars  (Section  101  of  the  Indenture).

     In  the  event  that we effect covenant defeasance with respect to any Debt
Securities and those Debt Securities are declared due and payable because of the
occurrence  of any Event of Default other than the Event of Default described in
clause (4) under "Events of Default, Notice and Waiver" with respect to Sections
1004  through 1009, inclusive, and Section 1013 of the Indenture (which Sections
would  no  longer be applicable to those Debt Securities) or described in clause
(7)  under  "Events  of  Default,  Notice  and Waiver" with respect to any other
covenant  as  to  which  there  has  been covenant defeasance, the amount in the
currency, currency unit or composite currency in which those Debt Securities are
payable,  and  Government  Obligations  on  deposit  with  the  Trustee, will be
sufficient  to  pay  amounts  due  on those Debt Securities at the time of their
Stated  Maturity  but  may  not  be  sufficient to pay amounts due on those Debt
Securities at the time of the acceleration resulting from that Event of Default.
However, we will remain liable to make payment of the amounts due at the time of
acceleration.

NO  CONVERSION  RIGHTS

     The  Notes  are not convertible into or exchangeable for any of our capital
shares  or  other  equity  interest.

SAME-DAY  SETTLEMENT  AND  PAYMENT

     Settlement  for  the  Notes  will  be  made  by  the  Initial Purchasers in
immediately  available funds.  All payments of principal and interest in respect
of  the  Notes  will  be  made  by  us  in  immediately  available  funds.

GLOBAL  NOTES

     The  old notes were sold to "qualified institutional buyers" (as defined in
Rule  144A  under  the  Securities  Act)  in  reliance  on  Rule  144A under the
Securities  Act.  The  old notes are represented by a note in registered, global
form  without  interest  coupons  (the  "Rule 144A Global Note").  The Rule 144A
Global  Note  was  deposited upon issuance with the Trustee as custodian for the
Depository  Trust  Company  ("DTC") and registered in the name of Cede & Co., as
nominee  of  DTC,  for  credit  to  the accounts of DTC participants or indirect
participants  (each as defined below).  The new notes will be represented by one
or  more  notes  in  registered,  global form without interest coupons (the "New
Global Notes" and, together with the Rule 144A Global Note, the "Global Notes").
The  New  Global  Notes  will  be  deposited  on  the date of the acceptance for
exchange of the old notes and the issuance of the new notes (the "Closing Date")
with  the  Trustee as custodian for DTC and registered in the name of Cede & Co.
as  nominee  of  DTC,  in  each  case  for credit to the accounts of DTC "Direct
Participants"  and  "Indirect  Participants"  (each  as  defined  below).

     Unless  and  until  they are exchanged in whole or in part for Certificated
Notes  as  described below under "-Exchange of New Global Notes for Certificated
Notes,"  the  Global  Notes may not be transferred except as a whole by DTC to a
nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC
or  any  such  nominee  to  a  successor  of DTC or a nominee of such successor.

BOOK-ENTRY  SYSTEM

     So long as DTC or its nominee is the registered owner of a Global Note, DTC
or  its  nominee,  as the case may be, will be considered the sole Holder of the
Notes  represented  by such Global Note for all purposes under the Indenture and
the beneficial owners of interests in such Global Notes will be entitled only to
those  rights  and  benefits  afforded  to them in accordance with DTC's regular
operating  procedures.  Except as provided below, owners of beneficial interests
in  a  Global Note will not be entitled to have Notes registered in their names,
will  not  receive  or  be  entitled  to  receive  physical delivery of Notes in
certificated  form  and  will not be considered the registered owners or Holders
thereof  under  the  Indenture.


                                    Page 18




     The  following  is  based  on  information  furnished  by  DTC:

     DTC is a limited-purpose trust company organized under the New York Banking
Law,  a "banking organization" within the meaning of the New York Banking 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  pursuant  to  the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participants ("Direct Participants") deposit with DTC.
DTC  also  facilitates  the  settlement  among Direct Participants of securities
transactions,  such  as  transfers  and pledges, in deposited securities through
electronic  computerized  book-entry  changes  in Direct Participants' accounts,
thereby  eliminating  the need for physical movement of securities certificates.
Direct  Participants  include  securities  brokers  and  dealers,  banks,  trust
companies,  clearing  corporations and certain other organizations. DTC is owned
by a number of its Direct Participants, including the Initial Purchasers, and by
the  New  York  Stock Exchange, Inc., the American Stock Exchange, Inc., and the
National  Association  of  Securities  Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks and trust
companies  that clear through or maintain a custodial relationship with a Direct
Participant,  either directly or indirectly ("Indirect Participants"). The rules
applicable  to DTC and its Direct and Indirect Participants are on file with the
SEC.

     Purchases  of  Notes under the DTC system must be made by or through Direct
Participants,  which  will receive a credit for such Notes on DTC's records. The
ownership  interest  of  each  actual  purchaser  of  each  Global Note (each, a
"beneficial owner") is in turn recorded on the Direct and Indirect Participants'
records.  Beneficial  owners  will  not receive written confirmation from DTC of
their  purchase,  but  beneficial  owners  are  expected  to  receive  written
confirmations  providing  details  of  the  transaction,  as  well  as  periodic
statements  of  their  holdings, from the Direct or Indirect Participant through
which such beneficial owner entered into the transaction. Transfers of ownership
interests  in  Global  Notes  are  accomplished  by entries made on the books of
Direct  and  Indirect  Participants  acting  on  behalf  of  beneficial  owners.
Beneficial  owners  will  not  receive certificates representing their ownership
interests  in  the Global Notes, except in limited circumstances explained below
in  this  section.  The  laws  of  some states require that certain persons take
physical  delivery  in  definitive form of securities that they own. Such limits
and  such  laws, as well as the transfer restrictions described under "Notice to
Investors,"  may  impair  the ability of such persons to own, transfer or pledge
beneficial  interest  in  a  Global  Note.

     To facilitate subsequent transfers, Global Notes are registered in the name
of  DTC's partnership nominee, Cede & Co. or such other name as may be requested
by an authorized representative of DTC. The deposit of each Global Note with DTC
and  its registration in the name of Cede & Co. or such other nominee effects no
change  in  beneficial  ownership. DTC has no knowledge of the actual beneficial
owners  of  the  Global  Notes;  DTC's  records reflect only the identity of the
Direct  Participants  to whose accounts the Global Notes are credited, which may
or  may  not be the beneficial owners. The Direct and Indirect Participants will
remain  responsible  for  keeping  account  of their holdings on behalf of their
customers.

     Delivery of notices and other communications by DTC to Direct Participants,
by  Direct  Participants  to  Indirect  Participants  and by Direct and Indirect
Participants  to  beneficial  owners  are  governed  by arrangements among them,
subject  to  any  statutory  or regulatory requirements as may be in effect from
time  to  time.

     Neither  DTC  nor  Cede & Co. (nor such other nominee) will consent or vote
with  respect  to  the  Notes.  Under its usual procedures, DTC mails an omnibus
proxy to the issuer as soon as possible after the record date. The omnibus proxy
assigns Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the Global Notes are credited on the record date (identified on a
list  attached  to  the  omnibus  proxy).

     Principal,  premium, if any, and interest payments in respect of the Global
Notes  will  be  made  by  us  to the Trustee and from the Trustee to DTC. DTC's
practice is to credit Direct Participants' accounts, upon DTC's receipt of funds
and  corresponding  detailed  information from us or the Trustee, on the payable
date  in  accordance  with  their respective holdings as shown on DTC's records.
Payments  by  Direct  and  Indirect  Participants  to  beneficial owners will be
governed  by  standing instructions and customary practices, as is the case with
securities  held  for  the accounts of customers in bearer form or registered in
"street  name,"  and  will  be the responsibility of such Participant and not of
DTC,  the  Trustee or us, subject to any statutory or regulatory requirements as


                                    Page 19




may  be  in effect from time to time.  Payment of principal of, and interest on,
the Global Notes to DTC is the responsibility of us or the Trustee, disbursement
of  such  payments  to  Direct  Participants  is  the responsibility of DTC, and
disbursement  of such payments to the beneficial owners is the responsibility of
Direct  and  Indirect  Participants.

     Beneficial interests in the Global Notes will trade in DTC's Same-Day Funds
Settlement  System  until  maturity and secondary market trading activity in the
Global Notes will therefor settle in immediately available funds, subject in all
cases to the rules and operating procedures of DTC. Transfers between Direct and
Indirect  Participants in DTC will be effected in the ordinary way in accordance
with DTC's rules and operating procedures and will be settled in same-day funds.

     DTC  may  discontinue  providing its services as securities depository with
respect to the Global Notes at any time by giving reasonable notice to us or the
Trustee.  Under  such  circumstances,  in  the event that a successor securities
depository  is  not  appointed, Note certificates are required to be printed and
delivered.

     We  may  decide  to  discontinue  use of the system of book-entry transfers
through  DTC  (or  a  successor  securities  depository).  In  that  event, Note
certificates  will  be  printed  and  delivered.

     None  of  us,  the  Initial  Purchasers  or  the  Trustee  will  have  any
responsibility  or  liability  for  any  aspect  of  the  records relating to or
payments  made  on  account  of  beneficial  interests  in a Global Note, or for
maintaining,  supervising  or  reviewing any records relating to such beneficial
interest.

     The  information  in this section concerning DTC and DTC's book-entry
system  has  been  obtained  from sources that we believe to be reliable, but we
take  no  responsibility  for  the  accuracy  thereof.

EXCHANGE  OF  NEW  GLOBAL  NOTES  FOR  CERTIFICATED  NOTES

     Notes  represented  by  a  New  Global  Note  will  be  exchangeable  for
Certificated  Notes  if  (1)  DTC  notifies us that it is unwilling or unable to
continue  as  depository  for  the  New Global Notes or we determine that DTC is
unable  to  continue as depository, and we thereupon fail to appoint a successor
to  DTC  within  90  days, (2) we in our discretion at any time determine not to
have  Notes  represented  by  New  Global  Notes  or (3) a default entitling the
registered  holders of the Notes to accelerate the maturity thereof has occurred
and  is  continuing.  Any  Note  that  is exchangeable pursuant to the preceding
sentence will be exchangeable for Certificated Notes of like tenor in authorized
denominations  and  registered  in  such  names  as  DTC  shall  direct.

                               THE EXCHANGE OFFER

PURPOSE  AND  EFFECT  OF  EXCHANGE  OFFER

     We  sold  the  old  notes  on  July 17, 2001 to the initial purchasers, who
placed  the  old  notes with certain institutional investors.  We entered into a
registration  rights  agreement  with  the  initial  purchasers,  concerning the
placement  of  the  old  notes,  under  which  we agreed, for the benefit of the
holders  of  the  old  notes,  that  we  would,  at our cost, (1) within 90 days
following  the  original  issuance  of  the  old  notes, use our reasonable best
efforts  to  file with the Securities and Exchange Commission the exchange offer
registration  statement  under  the Securities Act registering the issuance of a
series  of our new notes identical in all material respects to the series of old
notes,  except  for  references  to  certain  interest  rate  provisions  and
restrictions  on transfers, and (2) use our reasonable best efforts to cause the
exchange  offer  registration statement to become effective under the Securities
Act  within  165  days  following  the  original  issuance  of  the  old  notes.

     Upon  the  effectiveness  of  the exchange offer registration statement, we
will offer to the holders of the old notes the opportunity to exchange their old
notes  for  an  equal  amount  of  new notes, to be issued without a restrictive
legend  and which may be reoffered and resold by the holder without restrictions
or  limitations  under the Securities Act. The term "holder" concerning any Note
means  any person in whose name the Note is registered on our books or any other
person  who  has  obtained  a  properly completed bond power from the registered
holder.


                                    Page 20




TERMS  OF  THE  EXCHANGE  OFFER

     Upon  the  terms and subject to the conditions described in this prospectus
and  in  the  accompanying  letter of transmittal (which together constitute the
exchange  offer),  we  will  accept  for  exchange  old  notes that are properly
tendered  on or before the expiration date and not withdrawn as permitted below.
The  term  "expiration  date"  means  5:00  p.m.,  New  York  City  time,  on
_____________,  2001;  but  if  we, in our sole discretion, extend the period of
time during which the exchange offer is open, the term expiration date means the
latest  time  and date to which the exchange offer is extended. We may choose to
extend  the  period of time during which the exchange offer is open if we do not
receive  substantially  all  of  the  old  notes  in  the  exchange  offer.

     As  of the date of this prospectus, $200,000,000 aggregate principal amount
of  old  notes  are  outstanding.  This  prospectus,  along  with  the letter of
transmittal,  is  first  being  sent  on  or about _______________, 2001, to all
holders  of  old  notes  known  to  us.  Our  obligation to accept old notes for
exchange  under the exchange offer is subject to certain customary conditions as
described  below  under  "-Certain  Conditions  to  the  Exchange  Offer."

     We  expressly  reserve  the  right,  at  any time and from time to time, to
extend  the  period  of  time  during  which  the  exchange  offer is open, and,
therefore,  to delay acceptance for exchange of any old notes, by giving oral or
written  notice  of  an  extension  to the holders of the old notes as described
below.  During  the  extension,  all  old  notes previously tendered will remain
subject  to  the  exchange offer and may be accepted for exchange by us. Any old
notes  not accepted for exchange for any reason will be returned without expense
to  the  tendering  holders  of  old  notes as promptly as practicable after the
expiration  or  termination  of  the  exchange  offer.

     Old notes tendered in the exchange offer must be in denominations of $1,000
or  any  integral  multiple  of  $1,000.

     We  expressly  reserve  the right to amend or terminate the exchange offer,
and  not  to  accept  for  exchange  any  old  notes not previously accepted for
exchange,  upon  the  occurrence  of any of the conditions to the exchange offer
specified  below under "-Certain Conditions to the Exchange Offer." We will give
oral  or  written  notice  of  any  extension,  amendment,  non-acceptance  or
termination  to  the  holder  of  the  old notes as promptly as practicable, the
notice  in  the  case  of any extension to be issued by a press release or other
public  announcement  no  later  than 9:00 a.m., New York City time, on the next
business  day  after  the  previously  scheduled  expiration  date.

PROCEDURES  FOR  TENDERING  OLD  NOTES

     If  you  are a registered holder of old notes you may tender your old notes
in  the  exchange  offer.  If you tender old notes to us as described below, our
acceptance of your old notes will constitute a binding agreement between you and
us upon the terms and subject to the conditions described in this prospectus and
in  the  accompanying  letter  of transmittal. Except as described below, if you
wish  to  tender  old  notes  for  exchange through the exchange offer, you must
transmit  either  (1)  a  properly  completed  and  duly  executed  letter  of
transmittal, including all other documents required by the letter of transmittal
to  the  exchange agent at the address listed below under "Exchange Agent" on or
before  the  expiration  date  or  (2)  if  you  tender your old notes under the
procedures  for book-entry transfer described below, you may transmit an agent's
message  to  the  exchange  agent  for  the  old  notes instead of the letter of
transmittal,  in  either  case  on or prior to the expiration date. In addition,
either

     -    certificates for the  old notes must be received by the exchange agent
          along  with  the  letter  of  transmittal,  or

     -    a  timely  confirmation  of  book-entry  transfer  (a  "Book-Entry
          Confirmation")  of the old notes, if this procedure is available, into
          the  exchange  agent's  account  at  The Depository Trust Company (the
          "Book-Entry  Transfer  Facility")  under  the procedure for book-entry
          transfer  described  in  this prospectus. The letter of transmittal or
          agent's  message  must  be  received  by the exchange agent before the
          expiration  date,  or

     -    the  holder  must comply with the guaranteed delivery procedures
          described below.


                                    Page 21




     The  term  "agent's  message"  means a message, transmitted to the exchange
agent  for the old notes, which states that the Book-Entry Transfer Facility has
received  an express acknowledgment from you that you have received and agree to
be  bound  by  the  letter  of transmittal and that we may enforce the letter of
transmittal  against  you.

     The  method of delivery of old notes, letters of transmittal or the agent's
message  and  all  other required documents is at your election and risk. If you
mail  these  documents,  we  recommend  that  you  use registered mail, properly
insured,  with  return receipt requested. Always allow sufficient time to assure
timely delivery. Do not send letters of transmittal or old notes to the company.
You  may  request  your  respective  brokers,  dealers,  commercial banks, trust
companies  or  nominees  to  effect  the  above  transactions  for  you.

     If  your  old  notes  are  registered  in  the  name  of  a broker, dealer,
commercial bank, trust company, or other nominee and you wish to tender your old
notes  in  the  exchange  offer,  then  you should contact the registered holder
promptly  and  instruct  the  registered holder to tender on your behalf. If you
wish to tender on your own behalf, you must, before completing and executing the
letter  of  transmittal  and  delivering  the old notes, either make appropriate
arrangements  to  register  ownership  of the old notes in your name or obtain a
properly  completed  bond  power  from  the  registered  holder. The transfer of
registered  ownership  may  take  considerable  time.

     Signatures  on  a letter of transmittal or a notice of withdrawal described
below  (see  "-Withdrawal  of  Tenders")  must  be  guaranteed (see "-Guaranteed
Delivery Procedures") unless the old notes surrendered for exchange are tendered
(1)  by  a  registered  holder  of  the  old notes who has not completed the box
entitled  "Special  Issuance Instructions" or "Special Delivery Instructions" on
the  letter of transmittal or (2) for the account of an Eligible Institution (as
defined  below).  If  signatures  on  a  letter  of  transmittal  or a notice of
withdrawal  are  required  to  be  guaranteed,  these  guarantees  must  be by a
financial  institution  (including most banks, savings and loan associations and
brokerage  houses)  that  is  a  participant  in  the Securities Transfer Agents
Medallion  Program,  the  New York Stock Exchange Medallion Program or the Stock
Exchange Medallion Program (collectively, "Eligible Institutions"). If old notes
are  registered  in  the  name  of a person other than a signer of the letter of
transmittal,  the  old  notes surrendered for exchange must be endorsed by or be
accompanied  by  a  written instrument or instruments of transfer or exchange in
satisfactory  form  as determined by us in our sole discretion, duly executed by
the  registered  holder exactly as the name or names of the registered holder or
holders  appear  on  the  old  notes  with  the signature on it guaranteed by an
Eligible  Institution.

     All  questions  as  to  the  validity, form, eligibility (including time of
receipt) and acceptance of old notes tendered for exchange will be determined by
us in our discretion, which determination shall be final and binding. We reserve
the absolute right to reject any and all tenders of any particular old notes not
properly  tendered  or  the acceptance of which might, in our judgment or in the
judgment  of  our  counsel,  be  unlawful. We also reserve the absolute right to
waive  any  defects  or irregularities or conditions of the exchange offer as to
any  particular  old notes either before or after the expiration date (including
the  right  to  waiver  the  ineligibility of any holder who seeks to tender old
notes  in the exchange offer). Our interpretation of the terms and conditions of
the  exchange  offer  as  to any particular old notes either before or after the
expiration date (including the letter of transmittal and its instructions) shall
be  final  and  binding  on  all  parties.  Unless  waived,  any  defects  or
irregularities  in  connection  with  tenders  of old notes for exchange must be
cured  within  a  reasonable  period  of  time  as  we  shall determine. None of
Weingarten,  the  exchange  agent or any other person shall be under any duty to
notify  you  of  any  defect  or  irregularity  of  any  tender of old notes for
exchange,  nor  shall  any  of  them  have  any liability for failure to notify.

     By  tendering old notes for exchange, you represent to us that, among other
things:

     -    the  new notes acquired through the exchange offer are being acquired
          in the ordinary course of business of the person receiving  the  new
          notes, whether  or  not  this  person  is  the  holder,  and

     -    that  neither  the  holder nor  the  other  person has any arrangement
          or  understanding  with  any  person  to  engage  or  participate in a
          distribution  of  the  new  notes.


                                    Page 22




     If  any  holder  or any other person is an affiliate, as defined under Rule
405  of  the  Securities Act, of us or is engaged in or intends to engage in, or
has  an  arrangement  or  understanding  with  any  person  to participate in, a
distribution  of  the  new  notes to be acquired through the exchange offer, the
holder  or  the  other  person

     -    may  not  rely  on  the  interpretation of the staff of the Securities
          and Exchange Commission otherwise applicable to the exchange offer and
          any  resales  of  the  new  notes  and

     -    must comply with the registration and prospectus delivery requirements
          of  the  Securities  Act  in  connection  with any resale transaction.

     Each  broker-dealer that receives new notes for its own account in exchange
for  old  notes,  where  the  old  notes were acquired by the broker-dealer as a
result of market-making activities or other trading activities, must acknowledge
that  it  will  deliver  a  prospectus  in connection with any resale of the new
notes.  See  "Plan of Distribution." The letter of transmittal states that by so
acknowledging  and  by  delivering  a  prospectus, a broker-dealer will not have
admitted  that  it is an "underwriter" within the meaning of the Securities Act.

ACCEPTANCE  OF  OLD  NOTES  FOR  EXCHANGE;  DELIVERY  OF  NEW  NOTES

     Upon satisfaction or waiver of all of the conditions to the exchange offer,
we  will  accept,  promptly  after  the  expiration  date, any and all old notes
properly tendered and not withdrawn before 5:00 p.m., New York City time, on the
expiration  date,  and  will  issue the new notes through the exchange offer for
delivery  promptly  after acceptance of the old notes after the expiration date.
See  "-Certain  Conditions  to  the  Exchange Offer" below.  For purposes of the
exchange  offer,  we  will  be considered to have accepted properly tendered old
notes  for  exchange  when  we  have  given  oral or written notice of it to the
exchange  agent.

     For  each old note accepted for exchange you will receive a new note having
a  principal  amount  equal  to  that  of the surrendered old note. Accordingly,
registered  holders  of  new  notes  on  the  relevant record date for the first
interest  payment  date  following  the  consummation of the exchange offer will
receive  interest  accruing from the most recent date of which interest has been
paid  on the old notes or, if no interest has been paid, from July 17, 2001. Old
notes  accepted  for  exchange  will cease to accrue interest from and after the
date of consummation of the exchange offer. Holders whose old notes are accepted
for exchange will not receive any payment of accrued interest on these old notes
otherwise  payable on any interest payment date for which the record date occurs
on  or after the completion of the exchange offer. Old notes not tendered or not
accepted  for  exchange will continue to accrue interest from and after the date
of  the  completion  of  the  exchange  offer.

     In  all  cases,  issuance  of new notes for old notes that are accepted for
exchange  through  the  exchange offer will be made only after timely receipt by
the  exchange  agent  of certificates for these old notes or a timely Book-Entry
Confirmation  of  these  old  notes  into  the  exchange  agent's account at the
Book-Entry  Transfer  Facility, a properly completed and duly executed letter of
transmittal  and  all  other  required documents or, in the case of a Book-Entry
Confirmation, an agent's message. If any tendered old notes are not accepted for
any  reason under the terms and conditions of the exchange offer or if old notes
are  submitted  for  a greater amount than the holder desires to exchange, those
unaccepted  or  non-exchanged  old notes will be returned without expense to the
tendering  holder  of  the  notes  or,  in  the  case  of  old notes tendered by
book-entry transfer into the exchange agent's account at the Book-Entry Transfer
Facility  according  to  the  book-entry  procedures  described  below,  and any
financial  institution  that  is  a  participant  in  the  Book-Entry  Transfer
Facility's  systems  may  make  book-entry  delivery of old notes by causing the
Book-Entry Transfer Facility under the Book-Entry Transfer Facility's procedures
for  transfer.  However,  although delivery of old notes may be effected through
book-entry  transfer  at  the  Book-Entry  Transfer  Facility,  the  letter  of
transmittal  or  facsimile  of  it, with any required signature guarantees or an
agent's  message  instead  of  a  letter  of transmittal, and any other required
documents,  must  be  transmitted  to  and received by the exchange agent at the
address described below under "-Exchange Agent" on or before the expiration date
or  the  guaranteed  delivery  procedures described below must be complied with.


                                    Page 23




GUARANTEED  DELIVERY  PROCEDURES

     If a registered holder of the old notes desires to tender its old notes and
the  old  notes  are  not  immediately  available,  or  time will not permit the
holder's  old  notes  or  other  required  documents to reach the exchange agent
before  the expiration date, or the procedures for book-entry transfer cannot be
completed  on  a  timely  basis,  a  tender  may  be  effected  if:

     -    the  tender  is  made  through  an  Eligible  Institution;

     -    on or  before  5:00 p.m., New York City time, on the expiration date,
          the  exchange  agent receives from the Eligible Institution a properly
          completed  and  duly  executed letter of transmittal or a facsimile of
          it,  and  Notice  of  Guaranteed  Delivery,  substantially in the form
          provided  by  us,  by telegram, telex, facsimile transmission, mail or
          hand delivery, setting forth the name and address of the holder of the
          old  notes  and  the  amount  of  old notes tendered, stating that the
          tender  is being made by the delivery of the letter of transmittal and
          guaranteeing  that  within  three New York Stock Exchange trading days
          after  the date of execution of the Notice of Guaranteed Delivery, the
          certificates for all physically tendered old notes, in proper form for
          transfer,  or  a  Book-Entry  Confirmation  and  any  other  documents
          required  by  the  letter  of  transmittal  will  be  deposited by the
          Eligible  Institution  with  the  exchange  agent;  and

     -    the  certificates for all physically tendered old notes, in paper form
          for  transfer,  or  a Book-Entry Confirmation, and any other documents
          required  by  the  letter  of  transmittal  will be deposited with the
          exchange agent by the Eligible Institution within three New York Stock
          Exchange  trading  days  after  the date of execution of the Notice of
          Guaranteed  Delivery.

WITHDRAWAL  OF  TENDERS

     Tenders  of  old  notes  may be withdrawn at any time before 5:00 p.m., New
York  City  time,  on  the  expiration date. For a withdrawal to be effective, a
written  notice  of  withdrawal  must  be  received by the exchange agent at the
address  described below under "-Exchange Agent." This notice of withdrawal must
specify  the  name  of the person having tendered the old notes to be withdrawn,
identify  the  old  notes to be withdrawn, including the principal amount of the
old  notes, and, where certificates for old notes have been transmitted, specify
the  name  in  which the old notes are registered, if different from that of the
withdrawing  holder.  If  certificates  for  old  notes  have  been delivered or
otherwise  identified  to  the  exchange agent, then before the release of these
certificates  the  withdrawing holder must also submit the serial numbers of the
particular  certificates  to be withdrawn and a signed notice of withdrawal with
signatures  guaranteed  by  an  Eligible  Institution  unless  the  holder is an
Eligible  Institution  in  which case the guarantee will not be required. If old
notes  have  been tendered under the procedure for book-entry transfer described
above,  any notice of withdrawal must specify the name and number of the account
at  the Book-Entry Transfer Facility to be credited with the withdrawn old notes
and  otherwise comply with the procedures of the facility. We will determine all
questions  concerning  the  validity,  form  and  eligibility, including time of
receipt,  of  the  notices.  This determination will be final and binding on all
parties.  Any old notes so withdrawn will be considered not to have been validly
tendered  for  exchange  and  will  be  returned  to the holder of the old notes
without  cost to the holder, or, in the case of old notes tendered by book-entry
transfer  into  the exchange agent's account at the Book-Entry Transfer Facility
maintained  with  the Book-Entry Transfer Facility for the old notes, as soon as
practicable after withdrawal, rejection of tender or termination of the exchange
offer.  Properly  withdrawn  old notes may be retendered by following one of the
procedures  described  under  "-Procedures for Tendering Old Notes" above at any
time  on  or  before  the  expiration  date.

MATERIAL  CONDITIONS  TO  THE  EXCHANGE  OFFER

     Despite  any  other  provisions  of  the exchange offer, and subject to our
obligations under the registration rights agreement, we shall not be required to
accept  for  exchange, or to issue new notes in exchange for, any old notes, and
may terminate or amend the exchange offer, if, at any time before the acceptance
of  the  new  notes  for  exchange,  any  of  the  following events shall occur:


                                    Page 24




     (a)  any injunction,  order or decree shall have been issued by any court
          or  any  governmental agency that would prohibit, prevent or otherwise
          materially  impair  our  ability  to  proceed with the exchange offer;

     (b)  any  change,  or  any development involving a prospective change, in
          our business or financial affairs or the business or financial affairs
          of  any  or our subsidiaries has occurred which, in our sole judgment,
          might materially impair our ability to proceed with the exchange offer
          or  materially  impair the contemplated benefits of the exchange offer
          to  us;

     (c)  any law,  statute, rule or regulation is proposed, adopted or enacted,
          which,  in  our  sole judgment, might materially impair our ability to
          proceed  with the exchange offer or materially impair the contemplated
          benefits  of  the  exchange  offer  to  us;

     (d)  any  governmental  approval  has  not  been  obtained, which approval
          we  shall,  in  our  sole  discretion,  consider  necessary  for  the
          completion  of  the  exchange  offer;  or

     (e)  the  exchange offer will violate any applicable law or any  applicable
          interpretation of the staff of the Securities and Exchange Commission.

     The  above conditions are for our sole benefit and may be asserted by us in
whole  or  in part at any time and from time to time in our sole discretion. Our
failure  at any time to exercise any of the above rights shall not be considered
a  waiver  of  any of these rights, and these rights shall be considered ongoing
rights  which  may  be  asserted  at  any  time  and  from  time  to  time.

     In addition, we will not accept for exchange any old notes tendered, and no
new  notes will be issued in exchange for any of these old notes, if at the time
any  stop  order  is  threatened by the Securities and Exchange Commission or in
effect  concerning the registration statement of which this prospectus is a part
or the qualification of the indenture under the Trust Indenture Act of 1939.

     The exchange  offer  is not conditioned on any minimum principal  amount of
old notes being  tendered  for  exchange.

EXCHANGE  AGENT

     JP Morgan Chase Bank has been appointed as the exchange agent for the notes
for  the  exchange offer. All executed letters of transmittal should be directed
to  the  exchange  agent  at  one  of  the addresses listed below. Questions and
requests for assistance, requests for additional copies of this prospectus or of
the letter of transmittal and requests for Notices of Guaranteed Delivery should
be  directed  to  the  exchange  agent  addressed  as  follows:

            By First-Class, Registered, Certified or Overnight Mail:

                             600 Travis, Suite 1150
                              Houston, Texas  77002
                               Attn:  Mauri Cowen

                              By Hand (all others):

                             600 Travis, Suite 1150
                              Houston, Texas  77002

                                  By Facsimile:
                 (713) 577-5200 (for Eligible Institutions Only)
                        Telephone Number:  (713) 216-6686
                               Attn:  Mauri Cowen


                                    Page 25




     Delivery  of  the letter of transmittal to an address other than one listed
above  or  transmission of instructions via facsimile other than as listed above
does  not  constitute  a  valid  delivery  of  the  letter  of  transmittal.

     The  exchange  agent  also  acts  as  trustee  under  the  indenture.

RESALES  OF  THE  NEW  NOTES

     Based  on  positions of the Securities and Exchange Commission described in
Exxon  Capital  Holdings  Corporation (available May 13, 1988), Morgan Stanley &
Co.  Incorporated  (available June 5, 1991) and K-III Communications Corporation
(available May 14, 1993), and similar no-action letters issued to third parties,
we  believe  that  the  new  notes  issued  in the exchange offer to a holder in
exchange  for  old  notes  may  be  offered  for  resale,  resold  and otherwise
transferred  by  any  holder  of  old  notes,  except  for  a holder which is an
affiliate  of  ours  within  the  meaning  of Rule 405 under the Securities Act,
without  compliance  with the registration and prospectus delivery provisions of
the  Securities Act, if the new notes are acquired in the ordinary course of the
holder's  business  and  the  holder  is  not  participating, does not intend to
participate  and  has  no  arrangement  or  understanding  with  any  person  to
participate  in  the  distribution  of  the  new notes. We have not requested or
obtained,  and  do  not intend to seek, an interpretive letter from the staff of
the  Securities  and  Exchange  Commission  concerning  this exchange offer, and
neither  we nor the holders of notes are entitled to rely on interpretive advice
provided  by  the  staff  of  the  Securities  and  Exchange Commission to other
persons,  which  advice was based on the facts and conditions represented in the
letters. Although there can be no assurance that the staff of the Securities and
Exchange  Commission would make a similar determination relating to the exchange
offer,  the  exchange  offer  is  being  conducted  in  a  manner intended to be
consistent  with  the  facts and conditions represented in these letters. If any
holder  acquires new notes in the exchange offer to distribute or participate in
a  distribution  of the new notes, the holder cannot rely on the position of the
staff of the Securities and Exchange Commission described in the above no-action
and  interpretive  letters  and must comply with the registration and prospectus
delivery  requirements  of  the  Securities  Act  concerning  a secondary resale
transaction,  unless  an  exemption  from  registration  is otherwise available.

     Each  broker-dealer that receives new notes for its own account through the
exchange offer must acknowledge that it will deliver a prospectus concerning any
resale  of  the new notes. This prospectus, as it may be amended or supplemented
from  time  to  time,  may  be used by a broker-dealer concerning resales of new
notes  received  in  exchange for old notes where the old notes were acquired by
the  broker-dealer  as  a  result  of  market-making activities or other trading
activities, except for old notes acquired directly from us. We have agreed that,
for  a  period  of 30 days after this prospectus is mailed to holders of the old
notes,  we  will  make this prospectus available to any broker-dealer for use in
any  resale.  Under  the registration rights agreement, we are required to allow
the  broker-dealers  and  other  persons,  if any, subject to similar prospectus
delivery  requirements  to  use this prospectus concerning the resale of the new
notes.

FEES  AND  EXPENSES

     We  will pay the expenses of soliciting tenders. The principal solicitation
is  being  made  by  mail;  however,  additional  solicitation  may  be  made by
telegraph,  telephone or in person by our officers and regular employees and our
affiliates.

     We  have not retained any dealer-manager relating to the exchange offer and
will  not make any payments to brokers, dealers or others soliciting acceptances
of  the  exchange  offer. However, we will pay the exchange agent reasonable and
customary  fees  for  its services and will reimburse the exchange agent and the
trustee  for  reasonable  out-of-pocket expenses relating to the exchange offer.
These  expenses  include  accounting  and  legal  fees and printing costs, among
others.

TRANSFER  TAXES

     We  will  pay all transfer taxes, if any, applicable to the exchange of old
notes  through  the  exchange  offer. If, however, certificates representing new


                                    Page 26




notes  or  old notes for principal amounts not tendered or accepted for exchange
are  to  be  delivered  to, or are to be issued in the name of, any person other
than  the  registered holder of the old notes tendered, or if tendered old notes
are  registered  in  the  name  of  any person other than the person signing the
letter of transmittal, or if a transfer tax is imposed for any reason other than
the  exchange  of  old  notes under the exchange offer, then the amount of these
transfer  taxes,  whether  imposed on the registered holder or any other person,
will  be payable by the tendering holder. If satisfactory evidence of payment of
these  taxes  or exemption from payment of these taxes is not submitted with the
letter  of  transmittal,  the  amount  of  the transfer taxes must accompany the
tender  of  old  notes.

ACCOUNTING  TREATMENT

     The new notes will be recorded at the same carrying value as the old notes,
which  is  the  aggregate  principal  amount  less  discount as reflected in our
accounting  records  on the date of the exchange. Accordingly, we will recognize
no  gain or loss for accounting purposes. The expenses of the exchange offer and
the  unamortized  expenses  related  to  the  issuance  of the old notes will be
amortized  over  the  term  of  the  new  notes.

REGULATORY  APPROVALS

     We  do  not  believe  that  we need to obtain any material federal or state
regulatory  approvals  concerning  the  exchange  offer.

OTHER

     Participation  in  the exchange offer is voluntary and you should carefully
consider  whether  to accept the terms and conditions of the exchange offer. You
are urged to consult your financial and tax advisors in making your decisions on
what  action  to  take  concerning  to  the  exchange  offer.

     As  a  result  of  the  making  of, and upon acceptance for exchange of all
validly  tendered old notes under the terms of, the exchange offer, we will have
fulfilled  a  covenant  contained  in  the  terms  of  the  old  notes  and  the
registration  rights  agreement.  If  you  do  not  tender your old notes in the
exchange offer you will continue to hold these old notes and will be entitled to
all  the rights, and limitations applicable to them, under the indenture, except
for  the  rights  under  the  registration  rights agreement that by their terms
terminate  or  cease  to  have  further  effect  as  a  result of the making and
completion  of  the exchange offer. All untendered old notes will continue to be
subject to the restrictions on transfer contained in the indenture and we do not
currently  anticipate  that  we will register the old notes under the Securities
Act.  If  old notes are tendered and accepted in the exchange offer, the trading
market,  if  any,  for  any  remaining  old  notes  could be adversely affected.

             CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     The  following  summary  of  certain  United  States  Federal  income  tax
consequences  of  the  purchase, ownership and disposition of the Notes is based
upon  laws,  regulations,  rulings and decisions now in effect, all of which are
subject  to  change (including changes in effective dates) or possible differing
interpretations.  The following discussion deals only with Notes held as capital
assets and does not purport to deal with persons in special tax situations, such
as  financial  institutions,  banks,  insurance  companies, regulated investment
companies,  dealers  in  securities  or currencies, tax-exempt entities, persons
holding Notes in a tax-deferred or tax-advantaged account, persons holding Notes
as  a  hedge  or  as  a  position  in  a  "straddle" or as part of a "conversion
transaction"  for  tax  purposes, persons who are required to mark-to-market for
tax  purposes,  persons  receiving  payments  from the offices of any broker not
located  in  the  United States, or persons whose functional currency is not the
United  States  dollar.  It  also does not deal with holders other than original
purchasers  from  the  Initial  Purchasers  (except where otherwise specifically
noted).  It  also  assumes that the Notes will not be issued with original issue
discount.  Persons  considering  the  purchase of the Notes should consult their
own  tax advisors concerning the application of United States Federal income tax
laws to their particular situations as well as any consequences of the purchase,
ownership  and  disposition  of  the  Notes  arising under the laws of any other
taxing  jurisdiction.


                                    Page 27




     As  used  herein, the term "U.S. Holder" means a beneficial owner of a Note
that  is for United States Federal income tax purposes (a) a citizen or resident
of  the  United  States,  (b)  a corporation or partnership (including an entity
treated  as a corporation or a partnership for U.S. Federal income tax purposes)
created  or  organized  in  or  under the laws of the United States or any state
thereof  or  the  District  of  Columbia (except in the case of a partnership as
otherwise  provided  by Treasury Regulations), (c) an estate the income of which
is  subject  to  United States Federal income taxation regardless of its source,
(d)  a  trust  if  a  court within the United States is able to exercise primary
supervision  over  the administration of the trust and one or more United States
persons  have the authority to control all substantial decisions of the trust or
(e)  any  other  person whose income or gain in respect of a Note is effectively
connected with the conduct of a United States trade or business. Notwithstanding
the preceding sentence, to the extent provided in regulations, certain trusts in
existence  on August 20, 1996 and treated as United States persons prior to such
date  that  elect  to  continue  to  be so treated also shall be considered U.S.
Holders.  As used herein, the term "non-U.S. Holder" means a beneficial owner of
a  Note  that  is  not  a  U.S.  Holder.

U.S.  HOLDERS

     Payments  of  Interest.  Under  general principles of current United States
Federal income tax law, payments of interest on a debt instrument generally will
be  taxable  to  a  U.S.  Holder  as  ordinary  interest income at the time such
payments  are  accrued  or  are  received  (in accordance with the U.S. Holder's
regular  method  of  tax  accounting).

     Disposition  of  a  Note. Under general principles of current United States
Federal  income tax law, upon the sale, exchange or retirement of a Note, a U.S.
Holder  generally would recognize taxable gain or loss in an amount equal to the
difference,  if  any,  between  the  amount  realized upon the sale, exchange or
retirement  (other  than  amounts  representing accrued and unpaid interest) and
such  U.S. Holder's adjusted tax basis in its Note. A U.S. Holder's adjusted tax
basis  in  a Note generally would equal such U.S. Holder's initial investment in
such Note. Any gain or loss realized by a U.S. Holder upon the sale, exchange or
retirement  of a Note generally would be long-term or short-term capital gain or
loss, depending upon whether the U.S. Holder had held the Note for more than one
year.  The  maximum  rate  on  gains  recognized upon the taxable disposition of
capital  assets  held  by  individual taxpayers for more than one year as of the
date  of  disposition  is 20% (and could be lower for gains realized in the year
2001  and  thereafter  for  certain  individual  taxpayers  who  meet  specified
conditions).  Prospective  investors  should  consult  their  own  tax  advisors
concerning  these  tax  law  changes.

     Penalty  Interest.  We  intend  to take the tax reporting position that the
potential  for  us  to  pay penalty interest pursuant to the registration rights
agreement  will  not  result in the treatment of the Notes as contingent payment
debt  instruments  for  federal  income  tax  purposes.  If the Internal Revenue
Service  were  to  successfully  assert  that the Notes were properly treated as
contingent  payment  debt  instruments, holders of the Notes would be subject to
different tax timing rules and any gain upon the sale or exchange of a Note by a
U.S.  holder would be treated as ordinary income. In addition, the Notes will be
deemed reissued if the penalty interest becomes payable. Prospective Noteholders
should  consult  their  tax  advisors regarding the potential application of the
contingent  payment  debt rules and regarding the deemed reissuance of the Notes
if  the  penalty  interest  becomes  payable.

     Gain  or  Income  Received  by a Foreign Corporation. A foreign corporation
whose  income  or  gain  in  respect of a Note is effectively connected with the
conduct  of  a  United States trade or business, in addition to being subject to
regular  U.S. income tax, may be subject to a branch profits tax equal to 30% of
its  "effectively connected earnings and profits" within the meaning of the Code
for  the  taxable year, as adjusted for certain items, unless it qualifies for a
lower rate under an applicable tax treaty (as modified by the branch profits tax
rules).

NON-U.S.  HOLDERS

     A non-U.S. Holder will not be subject to United States Federal income taxes
on payments of principal or interest on a Note, if (a) such non-U.S. Holder does
not  actually  or  constructively own 10% or more of the voting power of all our
voting  stock,  (b) such non-U.S. Holder is not a controlled foreign corporation
related to us and (c) such non-U.S. holder complies to the extent necessary with
certain  identification  requirements,  including  the  timely  delivery  of  a
statement  signed by the beneficial owner of the Note under penalties of perjury
certifying  that  such  owner  is  not  a U.S. Holder and providing the name and
address  of the beneficial owner.  The statement may be made on a Form W-8BEN or


                                    Page 28




a  substantially  similar  form,  and  the  beneficial  owner  must  inform  the
withholding  agent  of  any change in the information on the statement within 30
days  of  such  change.  Interest  received  by a non-U.S. Holder which does not
qualify  for  exemption  from  taxation will be subject to United States Federal
income  tax and withholding tax at a rate of 30% unless reduced or eliminated by
an  applicable  tax  treaty.

     Generally, a non-U.S. Holder will not be subject to Federal income taxes on
any  amount  which  constitutes capital gain upon retirement or disposition of a
Note, provided the gain is not effectively connected with the conduct of a trade
or  business  in  the  United  States  by  the  non-U.S.  Holder.  Certain other
exceptions  may  be  applicable,  and  a  non-U.S. Holder should consult its tax
advisor  in  this  regard.

     The  Notes will not be includable in the estate of a non-U.S. Holder unless
the  individual holds actually or constructively 10% or more of the total voting
power  of  all  our  voting  stock  or,  at the time of such individual's death,
payments  in respect of the Notes would have been effectively connected with the
conduct  by  such  individual  of  a  trade  or  business  in the United States.

BACKUP  WITHHOLDING

     Backup withholding of United States Federal income tax at a rate of 31% may
apply  to  principal  and  interest  payments  made  in  respect of the Notes to
registered  owners  who  are  not  "exempt  recipients"  and who fail to provide
certain  identifying  information  (such  as  the  registered  owner's  taxpayer
identification  number)  in the required manner.  Generally, individuals are not
exempt recipients, whereas corporations and certain other entities generally are
exempt  recipients.  Payments made in respect of the Notes to a U.S. Holder must
be reported to the Internal Revenue Service, unless the U.S. Holder is an exempt
recipient  or  establishes  an  exemption.  Compliance  with  the identification
procedures  described in the preceding section would establish an exemption from
backup  withholding  and reporting for those non-U.S. Holders who are not exempt
recipients,  provided  that  the  payor  does not have actual knowledge that the
holder  is  a  U.S.  Holder.

     Any amounts withheld under the backup withholding rules from a payment to a
beneficial  owner  would  be  allowed  as  a  refund  or  a  credit against such
beneficial  owner's  United  States  Federal  income  tax  provided the required
information  is  furnished  to  the  Internal  Revenue  Service.

                              PLAN OF DISTRIBUTION

     Each  broker-dealer that receives new notes for its own account through the
exchange  offer must acknowledge that it will deliver a prospectus in connection
with  any  resale  of  the  new notes.  This prospectus, as it may be amended or
supplemented  from  time  to  time, may be used by a broker-dealer in connection
with resales of new notes received in exchange for old notes where the old notes
were  acquired  by  the broker-dealer as a result of market-making activities or
other  trading  activities.  We  have agreed that, for a period of 30 days after
this  prospectus  is  mailed  to  holders  of  the  old notes, we will make this
prospectus,  as  amended or supplemented, available to any broker-dealer for use
in  connection  with  any  resale.

     We  will  not  receive  any  proceeds  from  any  sale  of  new  notes  by
broker-dealers.  New  notes  received  by  broker-dealers  for their own account
through  the  exchange  offer  may  be  sold  from  time  to time in one or more
transactions  in the over-the-counter market, in negotiated transactions through
the  writing  of  options  on the new notes or a combination of these methods of
resale,  at market prices prevailing at the time of resale, at prices related to
prevailing  market  prices  or  at  negotiated  prices.  The  resale may be made
directly  to  purchasers  or  to  or  through brokers or dealers who may receive
compensation  in  the  form of commissions or concessions from the broker-dealer
and/or  purchasers  of  the  new notes. Any broker-dealer that resells new notes
that  were  received  by it for its own account under the exchange offer and any
broker  or  dealer  that  participates  in  a  distribution  of new notes may be
considered  to  be an "underwriter" within the meaning of the Act and any profit
of  such  resale of new notes and any commissions or concessions received by any
person  may  be  considered to be underwriting compensation under the Securities
Act.  The  letter  of  transmittal  states  that,  by acknowledging that it will
deliver  and  by delivering a prospectus, a broker-dealer will not have admitted
that  it  is  an  "underwriter"  within  the meaning of the Securities Act. Each
broker-dealer  that receives new notes under the exchange offer agrees to notify


                                    Page 29




us  before  using this prospectus in connection with the sale or transfer of new
notes  and  will be notified by us of the happening of any event which makes any
statement  in  this  prospectus untrue in any material respect or which requires
the  making  of  any  changes in this prospectus not misleading, which notice we
agree  to  deliver  promptly  to  the  broker-dealer.

     We  have  agreed  to  pay  all  expenses  for the exchange offer other than
commissions  or  concessions  of  any  brokers or dealers and will indemnify the
holders  of  the  notes  participating  in  the  exchange  offer  (including any
broker-dealers)  against  certain  liabilities,  including liabilities under the
Securities  Act.

                                  LEGAL MATTERS

     The  validity  of  the  Notes  offered hereby will be passed upon for us by
Locke  Liddell  &  Sapp  LLP,  Dallas,  Texas.

                                     EXPERTS

     The  consolidated  financial  statements  and  the  related  consolidated
financial  statement schedules incorporated in this prospectus by reference from
our  Annual  Report  on  Form 10-K/A 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 30




================================================================================


                       ,  2001




                           WEINGARTEN REALTY INVESTORS



                         $200,000,000 7% NOTES DUE 2011



                                _________________



                                   PROSPECTUS



                               __________________











________________________________________________________________________________
We  have  not  authorized  any  dealer,  salesperson or other person to give you
written  information other than this prospectus or to make representations as to
matters  not  stated  in  this  prospectus.  You  must  not rely on unauthorized
information.  This  prospectus  is  not an offer to sell these securities or our
solicitation  of your offer to buy the securities in any jurisdiction where that
would  not  be  permitted or legal.  Neither the delivery of this prospectus nor
any  sales  made  hereunder  after  the  date of this prospectus shall create an
implication  that  the  information  contained  herein  or  our affairs have not
changed  since  the  date  hereof.
________________________________________________________________________________


================================================================================






                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM  20.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

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

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

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

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

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

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


                                   Page  II-1




          or  threatened to be made a defendant or respondent in a proceeding by
          reason  of  his  holding or having held a position named above in this
          paragraph.

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

ITEM  21.  EXHIBITS  AND  FINANCIAL  STATEMENT  SCHEDULES.

     (a)     Exhibits
             --------

             3.1    Amended  and  Restated Declaration  of  Trust,  as  amended
                    (filed  as Exhibit 3.1 to our Registration Statement on Form
                    S-3  (No.  33-49206)  and incorporated herein by reference).

             3.2    Amendment  to the Restated Declaration of Trust (filed as
                    Exhibit  3.2 to our Registration Statement on Form 8-A filed
                    January  19,  1999  and  incorporated  herein by reference).

             3.3    Second  Amendment  to  the  Restated  Declaration  of  Trust
                    (filed  as Exhibit to our Registration Statement on Form 8-A
                    filed  January  19,  1999  and  incorporated  herein  by
                    reference).

             3.4    Third  Amendment  to the Restated Declaration of Trust
                    (filed  as Exhibit to our Registration Statement on Form 8-A
                    filed  January  19,  1999  and  incorporated  herein  by
                    reference).

             3.5    Amended  and  Restated  Bylaws (filed as Exhibit 3.2 to our
                    Registration  Statement  on  Form  S-3  (No.  33-49206)  and
                    incorporated  herein  by  reference).

             4.1    Senior  Indenture,  dated  as  May  1,  1995,  between
                    Weingarten  Realty  Investors  and  JP  Morgan  Chase  Bank
                    (formerly Texas Commerce Bank National Association (filed as
                    Exhibit  4(b) to our Registration Statement on Form S-3 (No.
                    33-57659)  and  incorporated  herein  by  reference).

             4.2*   Form  of  7%  Note  due  July  15,  2011

             4.3*   Registration Rights Agreement,  dated as of July  12,  2001,
                    among Weingarten Realty Investors, Banc One Capital Markets,
                    Inc.,  Commerzbank  Securities, Daiwa Securities SMBC Europe
                    Limited,  First Union Securities, Inc., PNC Capital Markets,
                    Inc.,  SouthTrust Securities, Inc. and Wells Fargo Brokerage
                    Services,  LLC.

             4.4*   Purchase  Agreement,  dated  as  of  July  12,  2001,  among
                    Weingarten Realty Investors, Banc One Capital Markets, Inc.,
                    Commerzbank  Securities,  Daiwa  Securities  SMBC  Europe
                    Limited,  First Union Securities, Inc., PNC Capital Markets,
                    Inc.,  SouthTrust Securities, Inc. and Wells Fargo Brokerage
                    Services,  LLC.

             5.1    Opinion of Locke Liddell & Sapp LLP as to the legality of
                    the securities being  registered.

             12.1   Computation  of  earnings  to  fixed  changes  of Weingarten
                    Realty  Investors  (filed  as  Exhibit  12.1 to our Form 8-K
                    filed  on  October  29,  2001  and  incorporated  herein  by
                    reference)

             23.1   Consent  of  Deloitte  &  Touche  LLP.

             23.2   Consent  of  Locke Liddell & Sapp LLP (included in Exhibit
                    5.1 hereto).

             24.1   Power  of  Attorney  (included  on  signature  page).

             99.1   Form  of  Letter  of  Transmittal


*  To be filed by Amendment.


                                   Page  II-2




     (b)     Financial  Statement  Schedules
             -------------------------------

             None.

     (c)     Reports,  Opinions  and  Appraisals
             -----------------------------------

             None.

ITEM  22.  UNDERTAKINGS.

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

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

     (c)     The undersigned registrant hereby undertakes to respond to requests
for  information  that is incorporated by reference into the prospectus pursuant
to  Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such  request,  and  to  send  the incorporated documents by first class mail or
other  equally  prompt means. This undertaking includes information contained in
documents  filed subsequent to the effective date of this registration statement
through  the  date  of  responding  to  the  request.

     (d)     The  undersigned  registrant  hereby  undertakes to supply by means
of  a  post-effective amendment all information concerning a transaction and the
company  being  acquired  involved  therein,  that  was  not  the subject of and
included  in  this  registration  statement  when  it  became  effective.


                                   Page  II-3




                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant has duly
caused  this  registration  statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Houston, State of Texas,
on  the  14th  day  of  November,  2001.


                                               WEINGARTEN  REALTY  INVESTORS



                                               By:   /s/  Andrew  M.  Alexander
                                                   -----------------------------
                                                        Andrew  M.  Alexander
                                                      Chief  Executive  Officer

                                POWER OF ATTORNEY

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

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





                                                                           
       Signature                               Title                                   Date
------------------------  -----------------------------------------------------  -----------------

 /s/ Stanford Alexander         Chairman of the Board and Trust Manager          November 15, 2001
------------------------
Stanford Alexander

 /s/ Andrew M. Alexander  Chief Executive Officer, President and Trust Manager   November 15, 2001
------------------------
Andrew M. Alexander                 (Chief Executive Officer)

/s/ James W. Crownover                      Trust Manager                        November 15, 2001
------------------------
James W. Crownover

/s/ Robert J. Cruikshank                    Trust Manager                        November 15, 2001
------------------------
Robert J. Cruikshank

/s/ Martin Debrovner               Vice Chairman and Trust Manager               November 15, 2001
------------------------
Martin Debrovner

/s/ Melvin A. Dow                           Trust Manager                        November 15, 2001
------------------------
Melvin A. Dow

/s/ Stephen A. Lasher                       Trust Manager                        November 15, 2001
------------------------
Stephen A. Lasher


                                   Page  II-4




/s/ Douglas W. Schnitzer                    Trust Manager                        November 15, 2001
------------------------
Douglas W. Schnitzer

/s/ Marc J. Shapiro                         Trust Manager                        November 15, 2001
------------------------
Marc J. Shapiro

/s/ Stephen C. Richter                Executive Vice President &                 November 15, 2001
------------------------               Chief Financial Officer
Stephen C. Richter                 (Principal Accounting Officer)





                                   Page  II-5