As filed with the Securities and Exchange Commission on September 16, 2004
                                             Registration No. 333-

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

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

                       2600 CITADEL PLAZA DRIVE, SUITE 300
                              HOUSTON, TEXAS 77008
                                 (713) 866-6000
    (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                                ________________
                               ANDREW M. ALEXANDER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           WEINGARTEN REALTY INVESTORS
                       2600 CITADEL PLAZA DRIVE, SUITE 300
                              HOUSTON, TEXAS 77008
                                 (713) 866-6000
  (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                ________________
                                   Copies to:

                                BRYAN L. GOOLSBY
                                  GINA E. BETTS
                            LOCKE LIDDELL & SAPP LLP
                          2200 ROSS AVENUE, SUITE 2200
                               DALLAS, TEXAS 75201
                                 (214) 740-8000
                                ________________
Approximate  date  of  commencement of proposed sale to the public: From time to
time  after  the  effective  date  of  this  Registration  Statement.
If  the only securities being registered on this form are being offered pursuant
to  dividend or interest reinvestment plans, please check the following box.[  ]
If  any  of  the securities being registered on this form are to be offered on a
delayed  or  continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or  interest  reinvestment  plans,  check  the  following  box.  [x]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number  of  the earlier effective
registration  statement  for  the  same  offering.  [  ]
If  this  form is a post-effective amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box  and  list  the Securities Act
registration  statement  number  of the earlier effective registration statement
for  the  same  offering.  [  ]
If  delivery  of  the  prospectus  is expected to be  made pursuant to Rule 434,
please  check  the  following  box.[  ]







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

                                                CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------

                                                              Proposed Maximum     Proposed Maximum      Amount of
Title of Each Class of Securities to be     Amount to be     Aggregate Price Per  Aggregate Offering   Registration
               Registered                    Registered            Share                 Price            Fee (2)
---------------------------------------     ------------     -------------------  ------------------   ------------
                                                                                             

Common Shares of Beneficial Interest,
$.03 par value per share                    $ 50,000,000           (1)               $ 50,000,000        $ 6,335
======================================      ============     ===================  ==================   ============



(1)     Omitted pursuant to Rule 457(o).
(2)     Calculated pursuant to Rule 457(o) of the Securities Act, based on the
        maximum aggregate offering price.


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

     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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH  DATE  AS  THE  COMMISSION,  ACTING  PURSUANT  TO  SAID  SECTION  8(A), MAY
DETERMINE.





PROSPECTUS

                 Subject to Completion, dated September 16, 2004

                           Weingarten Realty Investors

                      COMMON SHARES OF BENEFICIAL INTEREST

                                   __________


THE  INFORMATION  IN  THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT  SELL  THESE  SECURITIES  UNTIL  THE  REGISTRATION  STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO  SELL  THESE  SECURITIES  AND  IT  IS  NOT  SOLICITING  AN OFFER TO BUY THESE
SECURITIES  IN  ANY  STATE  WHERE  THE  OFFER  OR  SALE  IS  NOT  PERMITTED.


     Weingarten  Realty  Investors,  a real estate investment trust formed under
the  Texas Real Estate Investment Trust Act, intends to offer from time to time,
at  prices and on terms to be determined at or prior to the time of sale, common
shares  of  beneficial  interest,  par value $.03 per share, having an aggregate
public  offering  price  not  to exceed $50,000,000, subject to reduction in the
event  we  sell  other common shares of beneficial interest pursuant to separate
prospectuses  under  the  registration  statement  of which this prospectus is a
part.

     We  will  specify  the number of common shares offered and the underwriters
for  the  offering,  together  with the terms and conditions for such offer, the
public  offering  price,  the underwriting discounts and commissions and our net
proceeds  from  the  sale thereof, in supplements to this prospectus. You should
read  both  the  prospectus  and the applicable prospectus supplements carefully
before  you  invest.

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

                                  ____________

     Neither  the  Securities  and  Exchange Commission nor any state securities
commission  has  approved  or  disapproved  of  the  securities discussed in the
prospectus,  nor  have  they  determined  whether this prospectus is accurate or
adequate.  Any  representation  to  the  contrary  is  a  criminal  offense.

               The date of this prospectus is September 16, 2004.





     YOU  SHOULD  RELY  ONLY  ON  THE  INFORMATION  CONTAINED OR INCORPORATED BY
REFERENCE  IN  THIS PROSPECTUS AND ANY APPLICABLE PROSPECTUS SUPPLEMENT. WE HAVE
NOT  AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. IF ANYONE
PROVIDES  YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON
IT.  WE  WILL  NOT MAKE AN OFFER TO SELL THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED. YOU SHOULD ASSUME THAT THE INFORMATION APPEARING
IN  THIS  PROSPECTUS,  AS  WELL  AS THE INFORMATION WE PREVIOUSLY FILED WITH THE
SECURITIES  AND  EXCHANGE  COMMISSION AND INCORPORATED BY REFERENCE, IS ACCURATE
ONLY  AS  OF  THE  DATE  OF  THE  DOCUMENTS  CONTAINING  THE  INFORMATION.




                                TABLE OF CONTENTS
                                                               
Cautionary Statement Concerning Forward-Looking Statements . . .  (i)
About This Prospectus. . . . . . . . . . . . . . . . . . . . . .    1
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . .    1
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . .    1
Description of Capital Shares. . . . . . . . . . . . . . . . . .    1
Restrictions on Ownership. . . . . . . . . . . . . . . . . . . .    3
Federal Income Tax Consequences. . . . . . . . . . . . . . . . .    6
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . .   15
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . .   18
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18
Where You Can Find More Information. . . . . . . . . . . . . . .   18
Incorporation of Documents by Reference. . . . . . . . . . . . .   18




           CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

     Certain  statements  contained herein constitute forward-looking statements
as  such  term  is  defined  in  Section  27A  of the Securities Act of 1933, as
amended,  and  Section  21E  of the Securities Exchange Act of 1934, as amended.
Forward-looking  statements  are  not  guarantees  of  performance.  Our  future
results,  financial  condition  and  business  may  differ materially from those
expressed  in  these  forward-looking  statements.  You  can  find many of these
statements  by  looking  for  words  such  as  "plans,"  "intends," "estimates,"
"anticipates,"  "expects,"  "believes" or similar expressions in this prospectus
and  the  applicable  prospectus  summary.  These forward-looking statements are
subject  to  numerous  assumptions, risks and uncertainties. Many of the factors
that  will  determine  these items are beyond our ability to control or predict.

     For  these  statements,  we  claim   the  protection  of  the  safe  harbor
forward-looking statements contained in the Private Securities Litigation Reform
Act   of   1995.  You   are  cautioned  not  to  place  undue  reliance  on  our
forward-looking  statements,  which speak only as of the date of this prospectus
and  the  applicable prospectus summary or the date of any document incorporated
by  reference.  All  subsequent  written  and  oral  forward-looking  statements
attributable to us or any person acting on our behalf are expressly qualified in
their  entirety  by  the  cautionary statements contained or referred to in this
section. We do not undertake any obligation to release publicly any revisions to
our forward-looking statements to reflect events or circumstances after the date
of  this  prospectus  and  the  applicable  prospectus  summary.

                                      (i)



                              ABOUT THIS PROSPECTUS

     This  prospectus  is part of a "shelf" registration statement that we filed
with the SEC. By using a shelf-registration statement, we may sell, from time to
time,  in  one  or  more  offerings,  our  common  shares of beneficial interest
described  in  this  prospectus. The total dollar amount of the common shares we
sell  through  these offerings will not exceed $50,000,000. This prospectus only
provides  you  with  a general description of the Plan. Each time we sell common
shares  pursuant  to  the Plan, we will provide you with a prospectus supplement
that  contains  the number of shares to be sold in that offering. The prospectus
supplement  may  also  add,  update  or  change  information  contained  in this
prospectus.  You  should read both this prospectus and any prospectus supplement
together  with the additional information described under the heading "Where You
Can  Find  More  Information."

                                   THE COMPANY

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

     As  of  June  30,  2004,  we  owned  or had an equity interest in operating
properties  consisting  of  approximately  45.6  million square feet of building
area.  These properties consist of 278 shopping centers generally in the 100,000
to  400,000  square  foot  range  and 62 industrial projects. Our properties are
located in 20 states that span the southern half of the United States from coast
to  coast.  Our  shopping  centers  are  anchored  primarily  by  supermarkets,
drugstores  and other retailers that sell basic necessity-type items. As of June
30,  2004,  we  leased  to  approximately  5,000  different  tenants under 6,800
separate  leases.  The  weighted  average  occupancy rate of all of our improved
properties  as  of  June  30,  2004  was  94.2%.

     Our  executive  offices are located at 2600 Citadel Plaza Drive, Suite 300,
Houston,  Texas  77008,  and our telephone number is (713) 866-6000. Our website
address  is  www.weingarten.com. The information contained on our website is not
             ------------------
part of this prospectus.

                                 USE OF PROCEEDS

     Unless  otherwise  described  in  the  applicable prospectus supplement, we
intend  to  use  the  net  proceeds  from  the  sale  of  the common shares for:

          -    repayment  or  refinancing  of  debt;

          -    acquisition  of  additional  properties  or  real  estate-related
               securities;

          -    development  of  new  properties;

          -    redevelopment  of  existing  properties;  and

          -    working  capital  and  general  purposes.

Pending  the  use  thereof,  we intend, generally, to invest any net proceeds in
short-term,  interest-bearing  securities.

                          DESCRIPTION OF CAPITAL SHARES

     We  are  a Texas real estate investment trust. Your rights as a shareholder
are  governed  by the Texas Real Estate Investment Trust Act, our declaration of
trust  and our bylaws. The following summary of terms, rights and preferences of
the  shares  of  beneficial  interest  is  not  complete.  You  should  read our
declaration  of  trust  and  bylaws  for  more  complete  information.


                                        1



AUTHORIZED SHARES

     Our  declaration  of  trust  provides  that  we may issue up to 160,000,000
shares  of  beneficial  interest,  consisting  of 150,000,000 common shares, par
value  $0.03  per  share,  and  10,000,000  preferred shares, par value $.03 per
share.  At  August  31,  2004,  88,846,406  common  shares, 3,000,000 depositary
shares,   each  representing  one-thirtieth  of  a  6.75%  Series  D  Cumulative
Redeemable  Preferred  Share, and 2,900,000 depositary shares, each representing
one-one  hundredth  of a share of 6.95% Series E Cumulative Redeemable Preferred
Shares were issued and outstanding. In addition, we have 1,880,645 common shares
available  for  issuance upon the exercise of options granted under our employee
and  trust  manager  share  option  plans.  Mellon Investor Services, LLC is the
transfer  agent  and  registrar  of  our  common  shares  and  preferred shares.

SHAREHOLDER LIABILITY

     Under  Texas  law,  you will not be personally liable for any obligation of
ours  solely  because you are a shareholder. Under our declaration of trust, our
shareholders are not personally liable for our debts or obligations and will not
be  subject  to  any  personal  liability in tort, contract or otherwise, to any
person  in  connection  with  our  property  or  affairs  by  reason  of being a
shareholder.

     Notwithstanding  these  limitations,  common  law theories of "piercing the
corporate  veil"  may  be  used  to  impose liability on shareholders in certain
instances.  Also,   to  the   extent  that  we  conduct  operations  in  another
jurisdiction  where  the  law  of  that  jurisdiction (1) does not recognize the
limitations  of  liability afforded by contract, Texas law or our declaration of
trust,  and  (2) does not provide similar limitations of liability applicable to
real  estate  investment  trusts  or  other trusts, a third party could attempt,
under  limited  circumstances,  to assert a claim against our shareholders based
upon  our  obligations.

COMMON SHARES

     Dividends.  Subject to any preferential rights of any outstanding series of
preferred  shares,  the  holders  of  our  common  shares  are  entitled to such
dividends and distributions as may be declared from time to time by the board of
directors  from  funds available therefore. We may pay dividends in either cash,
property or in common shares. Payment and declaration of dividends on our common
shares  and  purchases  of  shares  thereof  by  us  will  be subject to certain
restrictions  if  we  fail  to  pay  dividends  on  our  preferred  shares.

     Distributions  and Liquidation Rights. Upon any liquidation, dissolution or
winding up of us, holders of our common shares will be entitled to share equally
and  ratably  in  any assets available for distribution to them after payment or
provision  for  payment  of our debts and other liabilities and the preferential
amounts  owing  with  respect  to  any  outstanding  preferred  shares.

     No  Preemptive  Rights.  No holders of our common shares have preemptive or
other  rights  to  purchase  or  subscribe  for  any  common  shares.

     REIT  Restrictions on Ownership and Transfer. Our common shares are subject
to  certain  restrictions upon ownership and transfer which were adopted for the
purpose  of  enabling  us to preserve our status as a REIT. For a description of
such  restrictions,  see  "Restrictions  on  Ownership."

     Voting  Rights.  Each  outstanding  common  share  owned  by  a shareholder
entitles  that  holder  to  one  vote  on  all  matters  submitted  to a vote of
shareholders,  including  the  election  of trust managers. The right to vote is
subject  to the provisions of our declaration of trust regarding the restriction
on  the  transfer  of  shares  of  beneficial  interest, which we describe under
"Restrictions  on  Ownership,"  below.  There  is  no  cumulative  voting in the
election  of  trust  managers.

     Subject to the terms of our declaration of trust regarding the restrictions
on  transfer  of  shares  of beneficial interest, each common share has the same
dividend, distribution, liquidation and other rights as each other common share.


                                        2



     According  to  the  terms  of our declaration of trust and bylaws and Texas
law,  all  matters  submitted to the shareholders for approval, except for those
matters  listed  below,  are  approved  if a majority of all the votes cast at a
meeting  of  shareholders duly called and at which a quorum is present are voted
in  favor  of  approval.  The following matters require approval other than by a
majority  of  all  votes  cast:

     -    the  election  of  trust  managers (which provides that trust managers
          remain  on  the  board  unless and until a nominee for that board seat
          receives  the affirmative vote of the holders of 66 2/3% of our common
          shares);

     -    the  amendment  of  our  declaration  of  trust by shareholders (which
          requires  the  affirmative vote of 66 2/3% of all votes entitled to be
          cast  on  the  matter);

     -    our termination, winding up of affairs and liquidation (which requires
          the  affirmative  vote of 66 2/3% of all the votes entitled to be cast
          on  the  matter);  and

     -    our  merger  or  consolidation  with  another entity or sale of all or
          substantially  all of our property (which requires the approval of the
          board  of  trust managers and an affirmative vote of two-thirds of all
          the  votes  entitled  to  be  cast  on  the  matter).

     Stock  Exchange Listing. Our common shares are traded on the New York Stock
Exchange  under  the  trading  symbol  "WRI."

                            RESTRICTIONS ON OWNERSHIP

MAINTAINING REIT STATUS

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

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

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

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

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

     -     result in our disqualification as a REIT.

     Shares  held by a person in excess of 9.8% of our total outstanding capital
shares  will  automatically  be  deemed  to be transferred to us as trustee of a
trust  for  the  exclusive  benefit  of the transferees to whom those shares may
ultimately  be  transferred  without  violating  the  9.8% ownership limit. Such
excess  shares shall be treated as treasury shares. While in trust, these shares
will  not  be  entitled  to  vote  (except  as required by law), and will not be
entitled  to  participate  in dividends or other distributions. All certificates
representing  capital  shares  will  bear a legend referring to the restrictions
described  above.


                                        3



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

BUSINESS COMBINATIONS

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

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

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

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

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

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

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

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

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

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

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

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

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


                                        4



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

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

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

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

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

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

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

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

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

     (1)  a  business  combination meeting all of the requirements of paragraphs
(4)(a)(b)(c)  and  (d)  above  regarding  the  applicability  of  the 80% voting
requirement  shall  not  have  been  consummated;

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

     (3)  we  have  not  been  dissolved  and  liquidated,

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


                                        5



     Stock Exchange Listing. Our Series D Cumulative Redeemable Preferred Shares
and  our  Series E Cumulative Redeemable Preferred Shares are listed for trading
on  the  New  York  Stock  Exchange.

                         FEDERAL INCOME TAX CONSEQUENCES

     This section summarizes the material federal income tax issues that you, as
a  holder  of  our  securities, may consider relevant. Because this section is a
summary, it does not address all of the tax issues that may be important to you.
Locke Liddell & Sapp LLP has acted as our special tax counsel, has reviewed this
summary,  and  is  of  the  opinion  that the discussion contained herein fairly
summarizes the federal income tax consequences that are likely to be material to
a  holder  of  our  securities.  The  discussion does not address all aspects of
taxation  that may be relevant to a particular holder of our securities in light
of  their  personal  investment  or  tax  circumstances,  or to certain types of
holders  of  our  securities  that  are  subject  to special treatment under the
federal  income tax laws, such as insurance companies, tax-exempt organizations,
financial  institutions  or  broker-dealers, and non-U.S. individuals or foreign
corporations.

     The  statements in this section and the opinion of Locke Liddell & Sapp LLP
are  based  on  the current federal income tax laws governing qualification as a
REIT.  We  cannot  assure  you  that  new  laws, interpretations of law or court
decisions,  any  of  which  may  take  effect  retroactively, will not cause any
statement  in  this  section  to  be  inaccurate.

     WE  URGE  YOU  TO  CONSULT  YOUR OWN TAX ADVISOR REGARDING THE SPECIFIC TAX
CONSEQUENCES  TO  YOU  OF  OWNERSHIP  OF OUR SECURITIES AND OF OUR TAXATION AS A
REIT. SPECIFICALLY, YOU SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING THE STATE,
LOCAL,  FOREIGN,  AND OTHER TAX CONSEQUENCES OF SUCH OWNERSHIP AND TAXATION, AND
REGARDING  POTENTIAL  CHANGES  IN  APPLICABLE  TAX  LAWS.

TAXATION OF OUR COMPANY

     We  elected  to  be  taxed  as  a  REIT  under  the federal income tax laws
commencing  with  our  taxable  year ended December 31, 1985. We believe that we
have  been  organized  and  have  operated in such a manner so as to qualify for
taxation  as a REIT under the federal income tax laws, and we intend to continue
to  operate in such a manner, but no assurance can be given that we will operate
in  a  manner  so  as  to  qualify  or  remain qualified as a REIT. This section
discusses  the  laws governing the federal income tax treatment of a REIT. These
laws  are  highly  technical  and  complex.

     In  the  opinion of Locke Liddell & Sapp LLP, we qualified to be taxed as a
REIT  for  our  taxable  year  ended December 31, 2003, and our organization and
currently  proposed method of operation will enable us to continue to qualify as
a  REIT for our taxable year ending December 31, 2004. Investors should be aware
that  Locke Liddell & Sapp LLP's opinion is based upon customary assumptions, is
conditioned  upon  certain representations made by us, including representations
regarding  the  nature of our properties and the conduct of our business, and is
not  binding  upon the Internal Revenue Service or any court. In addition, Locke
Liddell  &  Sapp  LLP's  opinion  is  based  on  existing federal income tax law
governing  qualification  as  a  REIT,  which  is  subject  to  change  either
prospectively  or  retroactively.  Moreover, our qualification and taxation as a
REIT  depend  upon  our  ability  to  meet on a continuing basis, through actual
annual  operating  results, certain qualification tests set forth in the federal
tax  laws.  Those  qualification  tests involve the percentage of income that we
earn  from  specified  sources,  the  percentage of our assets that falls within
specified  categories,  the diversity of our stock ownership, and the percentage
of our earnings that we distribute. Locke Liddell & Sapp LLP will not review our
compliance with those tests on a continuing basis. Accordingly, no assurance can
be  given  that  the actual results of our operations for any particular taxable
year will satisfy such requirements. For a discussion of the tax consequences of
our  failure  to  qualify  as  a  REIT,  see  "-Failure  to  Qualify."

     If we qualify as a REIT, we generally will not be subject to federal income
tax on the taxable income that we distribute to our shareholders. The benefit of
that  tax treatment is that it avoids the "double taxation," or taxation at both
the  corporate  and shareholder levels, that generally results from owning stock
in  a  corporation.  However, we will be subject to federal tax in the following
circumstances:


                                        6



     -    We  will  pay  federal  income  tax  on  taxable income, including net
          capital  gain,  that  we  do not distribute to shareholders during, or
          within  a  specified time period after, the calendar year in which the
          income  is  earned.

     -    We may be subject to the "alternative minimum tax" on any items of tax
          preference  that  we  do  not  distribute or allocate to shareholders.

     -    We  will  pay  income  tax  at  the  highest  corporate  rate  on:

          -    Net  income  from  the  sale  or  other  disposition  of property
               acquired  through  foreclosure  ("foreclosure  property") that we
               hold  primarily  for  sale to customers in the ordinary course of
               business,  and

               -    Other  non-qualifying  income  from  foreclosure  property.

          -    We  will  pay  100%  tax  on  net  income  from  sales  or  other
               dispositions  of  property, other than foreclosure property, that
               we hold primarily for sale to customers in the ordinary course of
               business.

     -    If  we  fail  to  satisfy  the  75% gross income test or the 95% gross
          income  test,  as  described  below  under  "Requirements  for
          Qualification-Income  Tests," and nonetheless continue to qualify as a
          REIT  because  we  meet other requirements, we will pay a 100% tax on:

               -    The  gross  income  attributable  to  the greater of (i) the
                    amount  by  which we fail the 75% gross income test and (ii)
                    the  amount  by  which  90%  of our gross income exceeds the
                    amount of income qualifying under the 95% gross income test;
                    multiplied,  in  each  case,  by

               -    A  fraction  intended  to  reflect  our  profitability.

     -    If  we  fail to distribute during a calendar year at least the sum of:

               -    85%  or  our  REIT  ordinary  income  for  the  year;

               -    95%  of  our  REIT capital gain net income for the year; and

               -    any  undistributed  taxable income from the earlier periods,

          we  will  pay  a  4%  nondeductible  excise  tax  on the excess of the
          required  distribution  over  the  amount  we  actually  distributed.

     -    We may elect to retain any pay income tax on our net long-term capital
          gain.  In  that  case,  a  U.S.  shareholder  would  be  taxed  on its
          proportionate  share  of  our undistributed long-term capital gain (to
          the  extent  that  we  make  a  timely designation of such gain to the
          shareholder)  and  would  receive  a  credit  or  refund  for  its
          proportionate  share  of  the  tax  we  paid.

     -    We  will  be subject to a 100% tax on transactions with a taxable REIT
          subsidiary  that  are  not  conducted  on  an  arm's-length  basis.

     -    If  we  acquire  any asset from a C corporation, or a corporation that
          generally is subject to full corporate-level tax, in a merger or other
          transaction  in  which  we  acquire  a  basis  in  the  asset  that is
          determined  by  reference  either  to the C corporation's basis in the
          asset  or  to  another  asset,  we will pay tax at the highest regular
          corporate  rate  applicable  if  we  recognize  gain  on  the  sale or
          disposition  of  the  asset during the 10-year period after we acquire
          the  asset.  The amount of gain on which we will pay tax is the lesser
          of:

               -    The amount of gain that we recognize at the time of the sale
                    or  disposition;  and


                                        7



               -    The  amount  of gain we would have recognized if we had sold
                    the  asset  at  the  time  we  acquired  it.

REQUIREMENTS FOR QUALIFICATION

          A  REIT  is a corporation, trust or association that meets each of the
     following  requirements:

1.   It  is  managed  by  one  or  more  trustees  or  directors;

2.   Its  beneficial  ownership  is  evidenced  by  transferable  shares,  or by
     transferable  certificates  of  beneficial  interest;

3.   It  would be taxable as a domestic corporation, but for the REIT provisions
     of  the  federal  income  tax  laws;

4.   It  is  neither a financial institution nor an insurance company subject to
     special  provisions  of  the  federal  income  tax  laws;

5.   At  least  100  persons  are  beneficial  owners of its shares or ownership
     certificates;

6.   Not  more  than  50%  in  value  of  its  outstanding  shares  or ownership
     certificates  is  owned,  directly  or  indirectly,  by  five  or  fewer
     individuals,  which  the  federal income tax laws define to include certain
     entities,  during  the  last  half  of  any  taxable  year;

7.   It  elects  to  be a REIT, or has made such election for a previous taxable
     year,  and  satisfies  all  relevant  filing  and  other  administrative
     requirements  established  by the Internal Revenue Service that must be met
     to  elect  and  maintain  REIT  status;  and

8.   It  meets certain other qualification tests, described below, regarding the
     nature  of  its  income  and  assets.

     We  must  meet  requirements 1 through 4 during our entire taxable year and
must meet requirement 5 during at least 335 days of a taxable year of 12 months,
or  during  a  proportionate  part of a taxable year of less than 12 months. For
purposes  of  determining  share  ownership under requirement 6, an "individual"
generally  includes  a  supplemental  unemployment compensation benefits plan, a
private  foundation,  or  a  portion  of  a  trust permanently set aside or used
exclusively  for  charitable  purposes. An "individual," however, generally does
not include a trust that is a qualified employee pension or profit sharing trust
under  the  federal  income  tax laws, and beneficiaries of such a trust will be
treated  as holding our shares in proportion to their actuarial interests in the
trust  for  purposes  of  requirement  6.

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

     To  monitor  our  compliance  with the share ownership requirements, we are
required  to  and  we do maintain records disclosing the actual ownership of our
common  shares.  To  do so, we will demand written statements each year from the
record  holders of certain percentages of shares in which the record holders are
to  disclose  the  actual  owners  of  the shares (i.e., the persons required to
include  in gross income the REIT dividends). A list of those persons failing or
refusing  to  comply with this demand will be maintained as part of our records.


                                        8



Shareholders  who  fail  or  refuse  to  comply  with  the  demand must submit a
statement  with  their tax returns disclosing the actual ownership of the shares
and  certain  other  information.

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

     A  corporation  that  is  a "qualified REIT subsidiary" is not treated as a
corporation separate from its parent REIT. All assets, liabilities, and items of
income,  deduction,  and  credit of a "qualified REIT subsidiary" are treated as
assets,  liabilities,  and items of income, deduction, and credit of the REIT. A
"qualified  REIT subsidiary" is a corporation, all of the capital stock of which
is  owned  by the REIT. Thus, in applying the requirements described herein, any
"qualified  REIT  subsidiary"  that  we  own  will  be  ignored, and all assets,
liabilities,  and items of income, deduction, and credit of such subsidiary will
be  treated  as  our  assets,  liabilities,  and items of income, deduction, and
credit.

     An  unincorporated  domestic  entity,  such  as  a  partnership  or limited
liability  company,  that  has  a  single  owner, generally is not treated as an
entity   separate  from   its   parent  for  federal  income  tax  purposes.  An
unincorporated domestic entity with two or more owners is generally treated as a
partnership  for  federal  income  tax purposes. In the case of a REIT that is a
partner  in a partnership that has other partners, the REIT is treated as owning
its  proportionate  share  of  the  assets of the partnership and as earning its
allocable  share  of  the  gross  income  of the partnership for purposes of the
applicable  REIT  qualification  tests.  Thus,  our  proportionate  share of the
assets,  liabilities  and  items of income of any partnership, joint venture, or
limited  liability  company  that is treated as a partnership for federal income
tax  purposes  in  which we acquire an interest, directly or indirectly, will be
treated as our assets and gross income for purposes of applying the various REIT
qualification  requirements.

     A  REIT is permitted to own up to 100% of the stock of one or more "taxable
REIT  subsidiaries."  A  taxable  REIT subsidiary is a fully taxable corporation
that  may  earn income that would not be qualifying income if earned directly by
the  parent  REIT.  However,  a  taxable  REIT  subsidiary  may  not directly or
indirectly  operate  or  manage  any hotels or health care facilities or provide
rights  to  any  brand  name  under  which  any hotel or health care facility is
operated. The subsidiary and the REIT must jointly elect to treat the subsidiary
as  a  taxable REIT subsidiary. A taxable REIT subsidiary will pay income tax at
regular  corporate  rates  on any income that it earns. In addition, the taxable
REIT  subsidiary  rules limit the deductibility of interest paid or accrued by a
taxable  REIT  subsidiary  to  its  parent  REIT to assure that the taxable REIT
subsidiary  is  subject  to an appropriate level of corporate taxation. Further,
the  rules  impose  a  100%  excise  tax  on transactions between a taxable REIT
subsidiary  and  its parent REIT or the REIT's tenants that are not conducted on
an  arm's-length  basis.

INCOME TESTS

     We   must   satisfy  two  gross  income  tests  annually  to  maintain  our
qualification  as  a  REIT.  First,  at  least  75% of our gross income for each
taxable year must consist of defined types of income that we derive, directly or
indirectly,  from  investments  relating  to  real property or mortgages on real
property  or  qualified  temporary  investment  income.  Qualifying  income  for
purposes  of  that  75%  gross  income  test  generally  includes:

     -    Rents  from  real  property;

     -    Interest  on  loans  secured  by  real  property;

     -    Dividends  or  other  distributions  on,  and  gains from the sale of,
          shares  in  other  REITs;

     -    Gain  from  the  sale  of  real  estate  assets;

     -    Income  derived  from  the temporary investment of new capital that is
          attributable to the issuance of our shares of beneficial interest or a
          public  offering  of  our  debt  with a maturity date of at least five
          years  and that we receive during the one-year period beginning on the
          date  on  which  we  received  such  new  capital;


                                        9



     -    Income  from the operation and gain from the sale of property acquired
          in  connection  with  the  foreclosure  of  a  mortgage  securing that
          property;

     -    Abatements  and  refunds  of  real  property  taxes;  and

     -    Amounts received as consideration for entering into agreements to make
          loans  secured by real property or to purchase or lease real property.

     Second,  in general, at least 95% of our gross income for each taxable year
must  consist  of income that is qualifying income for purposes of the 75% gross
income  test,  other  types  of  interest  and  dividends, gain from the sale or
disposition  of  stock or securities, income from certain hedging instruments or
any  combination  of  these. Gross income from our sale of property that we hold
primarily  for  sale to customers in the ordinary course of business is excluded
from  both the numerator and the denominator in both income tests. The following
paragraphs  discuss  the  specific  application of the gross income tests to us.

     Rents  from Real Property. Rent that we receive from our real property will
qualify  as  "rents from real property," which is qualifying income for purposes
of the 75% and 95% gross income tests, only if the following conditions are met.

     First,  the  rent  must  not  be based in whole or in part on the income or
profits  of any person. Participating rent, however, will qualify as "rents from
real  property"  if  it  is  based  on  percentages of receipts or sales and the
percentages:

     -    Are  fixed  at  the  time  the  leases  are  entered  into;

     -    Are  not  renegotiated  during the term of the leases in a manner that
          has  the  effect  of  basing  rent  on  income  or  profits;  and

     -    Conform  with  normal  business  practice.

     More generally, the rent will not qualify as "rents from real property" if,
considering  the  lease  and  all the surrounding circumstances, the arrangement
does  not  conform  with  normal  business practice, but is in reality used as a
means  of  basing  the  rent on income or profits. We generally do not intend to
lease  property  and  receive  rentals  based  on the tenant's income or profit.

     Second,  we  must  not  own, actually or constructively, 10% or more of the
stock  or  the  assets  or  net profits of any lessee (a "related party tenant")
other than a taxable REIT subsidiary. The constructive ownership rules generally
provide  that,  if  10%  or  more  in  value  of our stock is owned, directly or
indirectly,  by  or for any person, we are considered as owning the stock owned,
directly  or  indirectly,  by  or  for  such  person.

     As  described above, we may own up to 100% of the stock of the stock of one
or  more  taxable REIT subsidiaries. As an exception to the related party tenant
rule  described  in the preceding paragraph, rent that we receive from a taxable
REIT  subsidiary  will  qualify as "rents from real property" as long as (1) the
taxable  REIT  subsidiary  is a qualifying taxable REIT subsidiary, (2) at least
90%  of the leased space in the property is leased to persons other than taxable
REIT  subsidiaries  and  related  party  tenants, and (3) the amount paid by the
taxable  REIT  subsidiary  to  rent  space  at  the  property  is  substantially
comparable  to rents paid by other tenants of the property for comparable space.

     Third,  the rent attributable to the personal property leased in connection
with  the  lease  of  a  party  must  not  be greater than 15% of the total rent
received  under  the  lease.  The  rent  attributable  to  the personal property
contained  in  a  property is the amount that bears the same ratio to total rent
for  the  taxable  year as the average of the fair market values of the personal
property  at  the  beginning  and  at  the  end of the taxable year bears to the
average  of  the  aggregate  fair  market  values  of both the real and personal
property  contained  in  the  property  at  the beginning and at the end of such
taxable  year  (the  "personal  property  ratio").


                                       10



     Fourth, we cannot furnish or render noncustomary services to the tenants of
our  properties,  or  manage  or  operate  our properties, other than through an
independent  contractor  who  is  adequately compensated and from whom we do not
derive  or  receive any income or through a taxable REIT subsidiary. However, we
need  not  provide services through an "independent contractor," but instead may
provide  services  directly  or  indirectly  to our tenants, if the services are
"usually  or  customarily  rendered"  in connection with the rental of space for
occupancy  only  and  are  not  considered  to  be  provided  for  the  tenants'
convenience.  In  addition,  we  may  provide  a  minimal amount of noncustomary
services  to  the  tenants  of  a  property,  other  than through an independent
contractor,  as  long  as our income from the services does not exceed 1% of our
income from the related property. Finally, we may own up to 100% of the stock of
one  or  more taxable REIT subsidiaries, which may provide noncustomary services
to  our  tenants  without  tainting  our  rents  from  the  related  properties.

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

     If  a  portion of the rent that we receive from a property does not qualify
as "rents from real property" because the rent attributable to personal property
exceeds  15%  of the total rent for a taxable year, the portion of the rent that
is  attributable to personal property will not be qualifying income for purposes
of  either  the  75%  or  95%  gross  income  test.

     In addition to the rent, the lessees are required to pay certain additional
charges. To the extent that such additional charges represent (1) reimbursements
of  amounts  that  we  are obligated to pay to third parties, such as a lessee's
proportionate  share  of  a  property's  operational or capital expenses, or (2)
penalties  for  nonpayment  or late payment of such amounts, such charges should
qualify  as "rents from real property." However, to the extent that such charges
do  not  qualify  as  "rents from real property," they instead may be treated as
interest  that  qualifies  for  the  95%  gross  income  test.

     Interest.  The  term  "interest"  generally  does  not  include  any amount
received or accrued, directly or indirectly, if the determination of such amount
depends  in whole or in part on the income or profits of any person. However, an
amount  received  or  accrued  generally  will  not  be  excluded  from the term
"interest"  solely  by  being  based  on  a  fixed  percentage or percentages of
receipts  of sales. Furthermore, to the extent that interest from a loan that is
based  on  the residual cash proceeds from the sale of the property securing the
loan  constitutes a "shared appreciation provision," income attributable to such
participation  feature  will  be  treated  as  gain from the sale of the secured
property.

     Prohibited  Transactions.  A  REIT  will incur a 100% tax on the net income
derived  from  any sale or other disposition of property, other than foreclosure
property,  that  the  REIT holds primarily for sale to customers in the ordinary
course  of  trade  or  business. We believe that none of our assets will be held
primarily for sale to customers and that a sale of any of our assets will not be
in the ordinary course of our business. Whether a REIT holds an asset "primarily
for  sale  to customers in the ordinary course of business" depends, however, on
the facts and circumstances in effect from time to time, including those related
to a particular asset. Nevertheless, we will attempt to comply with the terms of
safe-harbor  provisions in the federal income tax laws prescribing when an asset
sale  will  not  be  characterized as a prohibited transaction. We cannot assure
you, however, that we can comply with the safe-harbor provisions or that we will
avoid  owning  property  that  may  be  characterized  as  property that we hold
"primarily for sale to customers in the ordinary course of a trade or business."

     Foreclosure  Property.  We  will be subject to tax at the maximum corporate
rate  on  any income from foreclosure property, other than income that otherwise
would  be  qualifying  income  for  purposes  of the 75% gross income test, less
expenses  directly  connected with the production of that income. However, gross
income from foreclosure property will qualify under the 75% and 95% gross income
tests.  Foreclosure  property  is any real property, including interests in real
property,  and  any  personal  property  incident  to  such  real  property:


                                       11



     -    That  is  acquired  by  a REIT as the result of the REIT having bid on
          such  property  at  foreclosure,  or  having  otherwise  reduced  such
          property  to  ownership  or possession by agreement or process of law,
          after  there  was a default or default was imminent on a lease of such
          property  or  on  indebtedness  that  such  property  secured;

     -    For which the related loan was acquired by the REIT at a time when the
          default  was  not  imminent  or  anticipated;  and

     -    For  which  the  REIT makes a proper election to treat the property as
          foreclosure  property.

     Property  generally  ceases  to  be  foreclosure property at the end of the
third  taxable  year  following  the taxable year in which the REIT acquired the
property  or longer if an extension is granted by the Secretary of the Treasury.
This  grace  period terminates and foreclosure property ceases to be foreclosure
property  on  the  first  day;

     -    On  which a lease is entered into for the property that, by its terms,
          will give rise to income that does not qualify for purposes of the 75%
          gross  income  test, or any amount is received or accrued, directly or
          indirectly, pursuant to a lease entered into on or after such day that
          will give rise to income that does not qualify for purposes of the 75%
          gross  income  test;

     -    On  which  any  construction  takes  place on the property, other than
          completion of a building or any other improvement, where more than 10%
          of  the  construction was completed before default became imminent; or

     -    Which  is  more  than 90 days after the day on which the REIT acquired
          the  property and the property is used in a trade or business which is
          conducted  by  the  REIT, other than through an independent contractor
          from  whom  the  REIT  does  not  derive  or  receive  any  income.

     Failure to Satisfy Gross Income Tests. If we fail to satisfy one or both of
the  gross  income  tests for any taxable year, we nevertheless may qualify as a
REIT  for  that  year  if  we qualify for relief under certain provisions of the
federal  income tax laws Those relief provisions generally will be available if:

     -    Our  failure to meet such tests is due to reasonable cause and not due
          to  willful  neglect;

     -    We  attach  a schedule of the sources of our income to our tax return;
          and

     -    Any  incorrect  information  on the schedule was not due to fraud with
          intent  to  evade  tax.

     We  cannot  predict, however, whether in all circumstances we would qualify
for  the relief provisions. In addition, as discussed above in "-Taxation of Our
Company,"  even if the relief provisions apply, we would incur a 100% tax on the
gross  income attributable to the greater of (i) the amount by which we fail the
75%  gross  income  test  and  (ii) the amount by which 90%, of our gross income
exceeds  the  amount  of  qualifying  income  under  the  95% gross income test,
multiplied  by  a  fraction  intended  to  reflect  our  profitability.

ASSET TESTS

     To maintain our qualification as a REIT, we also must satisfy the following
asset  tests  at  the  end  of  each  quarter  of  each  taxable  year.

     First,  at  least  75%  of  the  value of our total assets must consist of:

     -    cash  or  cash  items,  including  certain  receivables;

     -    government  securities;


                                       12



     -    interests  in  real  property,  including  leaseholds  and  options to
          acquire  real  property  and  leaseholds;

     -    interests  in  mortgages  on  real  property;

     -    shares  in  other  REITs;  and

     -    investments  in  stock  or debt instruments during the one-year period
          following  our  receipt  of  new  capital that we raise through equity
          offerings  or public offerings of debt with at least a five-year term.

     Second,  of  our investments not included in the 75% asset class, the value
of our interest in any one issuer's securities may not exceed 5% of the value of
our  total  assets.

     Third, we may not own more than 10% of the voting power or value of any one
issuer's  outstanding  securities.

     Fourth,  no  more  than 20% of the value of our total assets may consist of
the  securities  of  one  or  more  taxable  REIT  subsidiaries.

     Fifth,  no  more  than  25% of the value of our total assets may consist of
securities, other than government securities and securities that constitute real
estate  assets.

     For  purposes  of  the  second and third asset tests, the term "securities"
does not include stock in another REIT, equity or debt securities of a qualified
REIT  subsidiary or taxable REIT subsidiary, mortgage loans that constitute real
estate  assets,  or  equity  interests  in a partnership. The term "securities,"
however,  generally  includes debt securities issued by a partnership or another
REIT,  except  that  certain  "straight  debt"  securities  are  not  treated as
"securities"  for  purposes  of the 10% value test (for example, qualifying debt
securities  of  a  corporation  of  which  we  own  no  equity  interest or of a
partnership  if  we  own  at  least  a 20% profits interest in the partnership).

     We  will monitor the status of our assets for purposes of the various asset
tests  and  will  manage our portfolio in order to comply at all times with such
tests. If we fail to satisfy the asset test at the end of a calendar quarter, we
will  not  lose  our  REIT  status  if:

     -    We  satisfied  the  asset  tests  at the end of the preceding calendar
          quarter;  and

     -    The  discrepancy  between  the  value of our assets and the asset test
          requirements arose from changes in the market values of our assets and
          was  not  wholly  or  partly  caused by the acquisition of one or more
          non-qualifying  assets.

     If we did not satisfy the condition described in the second item, above, we
still could avoid disqualification by eliminating any discrepancy within 30 days
after  the  close  of  the  calendar  quarter  in  which  it  arose.

DISTRIBUTION REQUIREMENTS

     Each  taxable  year,  we must distribute dividends, other than capital gain
dividends and deemed distributions of retained capital gain, to our shareholders
in  an  aggregate  amount  at  least  equal  to:

     -    The  sum  of:

          -    90%  of our "REIT taxable income," computed without regard to the
               dividends  paid  deduction  and our net capital gain or loss; and

          -    90%  of  our  after-tax  net  income,  if  any,  from foreclosure
               property;  minus

     -    the  sum  of  certain  items  of  non-cash  income.


                                       13



     We must pay such distributions in the taxable year to which they relate, or
in  the  following  taxable year if we declare the distribution before we timely
file  our  federal income tax return for the year and pay the distribution on or
before  the  first  regular  dividend  payment  date  after  such  declaration.

     We  will  pay  federal  income tax on taxable income, including net capital
gain,  that  we  do  not  distribute to shareholders. Furthermore, if we fail to
distribute  during  a  calendar  year,  or  by  the end of January following the
calendar  year  in  the  case of distributions with declaration and record dates
falling  in  the  last  three  months of the calendar year, at least the sum of:

     -    85%  of  our  REIT  ordinary  income  for  such  year;

     -    95%  of  our  REIT  capital  gain  income  for  such  year;  and

     -    any  undistributed  taxable  income  for  prior  periods.

     We  will incur a 4% nondeductible excise tax on the excess of such required
distribution over the amounts we actually distribute. We may elect to retain and
pay  income  tax on the net long-term capital gain we receive in a taxable year.
If  we  so  elect,  we  will  be treated as having distributed any such retained
amount  for purposes of the 4% nondeductible excise tax described above. We have
made,  and  we  intend  to  continue to make, timely distributions sufficient to
satisfy  the  annual distribution requirements and to avoid corporate income tax
and  the  4%  nondeductible  excise  tax.

     It  is  possible  that,  from  time  to  time,  we  may  experience  timing
differences  between  the  actual  receipt  of  income  and  actual  payment  of
deductible  expenses  and  the  inclusion  of  that income and deduction of such
expenses  in arriving at our REIT taxable income. For example, we may not deduct
recognized  capital  losses  from  our  "REIT  taxable  income."  Further, it is
possible  that,  from  time  to time, we may be allocated a share of net capital
gain attributable to the sale of depreciated property that exceeds our allocable
share  of  cash  attributable to that sale. As a result of the foregoing, we may
have  less  cash  than  is necessary to distribute all of our taxable income and
thereby  avoid  corporate  income  tax  and  the  excise  tax imposed on certain
undistributed  income. In such a situation, we may need to borrow funds or issue
additional  securities.

     Under  certain  circumstances,  we may be able to correct a failure to meet
the  distribution requirement for a year by paying "deficiency dividends" to our
shareholders  in  a  later year. We may include such deficiency dividends in our
deduction  for  dividends  paid for the earlier year. Although we may be able to
avoid  income  tax  on  amounts  distributed as deficiency dividends, we will be
required  to  pay interest to the Internal Revenue Service based upon the amount
of  any  deduction  we  take  for  deficiency  dividends.

RECORDKEEPING REQUIREMENTS

     We  must  maintain  certain  records  in  order  to  qualify  as a REIT. In
addition,  to  avoid  a  monetary  penalty,  we  must request on an annual basis
information from our shareholders designated to disclose the actual ownership of
our outstanding shares. We have complied, and intend to continue to comply, with
these  requirements.

FAILURE TO QUALIFY

     If  we  fail  to  qualify  as  a  REIT  in  any taxable year, and no relief
provision  applies, we would be subject to federal income tax and any applicable
alternative  minimum  tax  on  our taxable income at regular corporate rates. In
calculating  our taxable income in a year in which we fail to qualify as a REIT,
we  would  not  be  able to deduct amounts paid out to shareholders. In fact, we
would not be required to distribute any amounts to shareholders in that year. In
such  event,  to the extent of our current and accumulated earnings and profits,
all  distributions  to shareholders would be taxable as ordinary income. Subject
to  certain  limitations  of the federal income tax laws, corporate shareholders
might  be eligible for the dividends received deduction. Unless we qualified for
relief  under  specific statutory provisions, we also would be disqualified from
taxation as a REIT for the four taxable years following the year during which we
ceased  to  qualify as a REIT. We cannot predict whether in all circumstances we
would  qualify  for  such  statutory  relief.


                                       14



TAXABLE REIT SUBSIDIARIES

     As  described  above,  we  may  own  up to 100% of the stock of one or more
taxable  REIT  subsidiaries.  A  taxable  REIT  subsidiary  is  a  fully taxable
corporation  that  may earn income that would not be qualifying income if earned
directly  by  us.  A taxable REIT subsidiary may provide services to our lessees
and perform activities unrelated to our lessees, such as third-party management,
development,  and other independent business activities. However, a taxable REIT
subsidiary may not directly or indirectly operate or manage any hotels or health
care  facilities  or  provide  rights to any brand name under which any hotel or
health care facility is operated. We and our corporate subsidiary must elect for
the  subsidiary  to  be  treated  as a taxable REIT subsidiary. A corporation of
which a qualifying taxable REIT subsidiary directly or indirectly owns more than
35% of the voting power or value of the stock will automatically be treated as a
taxable  REIT  subsidiary.  Overall, no more than 20% of the value of our assets
may  consist of securities of one or more taxable REIT subsidiaries, and no more
than  25%  of  the  value of our assets may consist of the securities of taxable
REIT  subsidiaries  and other taxable subsidiaries and other assets that are not
qualifying  assets  for  purposes  of  the  75%  asset  test.

STATE AND LOCAL TAXES

     We  and/or you may be subject to taxation by various states and localities,
including  those  in  which we or you transact business, own property or reside.
The  state  and  local  tax  treatment  may  differ  from the federal income tax
treatment  described  above.  Consequently,  you  should  consult  your  own tax
advisors  regarding the effect of state and local tax laws upon an investment in
our  securities.

                              PLAN OF DISTRIBUTION

     We  may  sell  the  securities  offered  by  this  prospectus:

     -    to  or  through  one  or  more  underwriters  or  dealers,

     -    directly  to  purchasers,

     -    through  agents,  or

     -    through  a  combination  of  any  of  these  methods  of  sale.

     We  may  sell  the  securities  at  a  fixed  price or prices, which may be
changed,  at market prices prevailing at the time of sale, at prices relating to
the  prevailing  market  prices or at negotiated prices. The distribution of the
securities  may  be  effected  from time to time in one or more transactions, by
means  of  one  or  more  of  the  following  transactions,  which  may include:

     -    block  trades,

     -    fixed-price  offerings;

     -    at-the-market  offerings,

     -    negotiated  transactions,

     -    put  or  call  option  transactions  relating  to  the  securities,

     -    under  delayed delivery contracts or other contractual commitments, or

     -    a  combination  of  such  methods  of  sale.

     We may determine the price or other terms of the securities offered in this
prospectus  or  any  applicable  prospectus  supplement  by use of an electronic
auction.  We will describe how any auction will determine the price or any other


                                       15



terms,  how potential investors may participate in the auction and the nature of
the obligations of the underwriter, dealer or agent in the applicable prospectus
supplement.

     Each  time  we offer securities pursuant to this prospectus, the prospectus
supplement,  if  required,  will  set  forth:

          -    the name of any underwriter, dealer or agent, if any, involved in
               the  offer  and  sale  of  the  securities;

          -    the  terms  of  the  offering;

          -    any  discounts,  concessions  or commissions and other items that
               may  constitute  compensation  received  by  the  underwriters,
               dealers,  agents  or  broker-dealers;

          -    any  initial  public  offering  price,

          -    any  discounts  or  concessions  allowed  or reallowed or paid to
               dealers,

          -    any  securities exchanges on which the securities will be listed;
               and

          -    the  anticipated  delivery  date  of  the  securities.

     Underwriters,  dealers  or  agents  may receive compensation in the form of
discounts,  concessions  or commissions from us or from our purchasers (as their
agents in connection with the sale of securities). The compensation received may
be   in   excess   of  customary  discounts,  concessions  or  commissions.  Any
underwriters,  dealers,   agents  or  other   purchasers  participating  in  the
distribution  of  the  securities  may  be  considered  "underwriters" under the
Securities  Act  of  1933,  as  amended. As a result, discounts, commissions, or
profits  on resale received by them on the sale of the securities may be treated
as  underwriting  discounts  and  commissions.

     Underwriters,  dealers and agents may be entitled, under agreements entered
into  with  us  to  indemnification  by  us  against  certain civil liabilities,
including  liabilities  under  the  Securities  Act  of  1933, as amended, or to
contribution  with  respect  to  payments  made  by the underwriters, dealers or
agents,  under  agreements  between us and the underwriters, dealers and agents.

     We may grant underwriters who participate in the distribution of securities
an option to purchase additional securities to cover over-allotments, if any, in
connection  with  the  distribution. Underwriters or agents and their associates
may be customers of, engage in transactions with, or perform services for, us in
the  ordinary  course  of  business.

     If  underwriters  or  dealers  are used in the sale, the securities will be
acquired  by the underwriters or dealers for their own account and may be resold
from time to time in one or more transactions, at a fixed price or prices, which
may be changed, or at market prices prevailing at the time of sale, or at prices
relating  to  such  prevailing  market  prices,  or  at  negotiated  prices. The
securities  may  be offered to the public either through underwriting syndicates
represented  by  one or more managing underwriters or directly by one or more of
such  firms.  Unless  otherwise  set  forth  in  the  prospectus supplement, the
obligations  of  the  underwriters or dealers to purchase the securities offered
will  be subject to certain conditions precedent and the underwriters or dealers
will  be  obligated to purchase all the offered securities if any are purchased.

     The  securities  may be sold directly by us or through agents designated by
us  from time to time. Any agent involved in the offer or sale of the securities
in respect of which this prospectus is delivered will be named in the prospectus
supplement.  Unless otherwise indicated, any such agent will be acting on a best
efforts  only  basis  for  the  period  of  its  appointment.

     We  may  engage  J.P.  Morgan Securities Inc. (JPMorgan) to act as agent or
principal  for  offerings from time to time of shares of our common stock in one
or  more placements pursuant to the terms of a distribution agreement. The terms


                                       16



of  sales  to or through JPMorgan pursuant to any distribution agreement will be
set  out  in  more  detail in a prospectus supplement to this prospectus. In its
capacity  as  agent,  JPMorgan would use commercially reasonable efforts to sell
the  shares  pursuant  to  the  terms agreed to with us, including the number of
shares  to  be  offered in the placement and any minimum price below which sales
may  not be made. JPMorgan, in its capacity as agent or principal, could arrange
for  or  make  sales  in privately negotiated transactions, at the market in the
existing trading market for our common stock, including sales made to or through
a  market maker or through an electronic communications network, or in any other
manner  that  may be deemed to be an "at the market offering" as defined in Rule
415  promulgated  under  the Securities Act and/or any other method permitted by
law.

     Any  common stock sold through JPMorgan or any other underwriters or agents
in  any at-the-market offerings will be sold at prices related to the prevailing
market price for such securities, and therefore exact figures regarding proceeds
which  will  be raised or commissions to be paid are impossible to determine. We
will  report  at  least  quarterly  the number of shares of common stock sold in
at-the-market  offerings, the net proceeds to us and the compensation paid by us
to JPMorgan or any other underwriters or agents in connection with such sales of
common  stock. Pursuant to the terms of any distribution agreement with JPMorgan
or  any  other  distribution  agreement  we may enter into, we also may agree to
sell,  and  the  relevant  underwriters or agents may agree to solicit offers to
purchase,  blocks  of  our  common  stock  or  other  securities.

     The  number  of shares that we may sell in at-the-market offerings pursuant
to  this  prospectus  may  not  exceed  10% of the aggregate market value of our
outstanding  voting  securities  held by non-affiliates on a date within 60 days
prior  to the filing of the registration statement of which this prospectus is a
part.

     In connection with the offering of the securities, certain underwriters and
selling   group   members   and  their  respective  affiliates,  may  engage  in
transactions  that  stabilize,  maintain or otherwise affect the market price of
the  applicable  securities.  These   transactions   may  include  stabilization
transactions effected in accordance with Rule 104 of Regulation M promulgated by
the  SEC  pursuant to which these persons may bid for or purchase securities for
the  purpose  of  stabilizing  their  market  price.

     The  underwriters  in  an  offering  of securities may also create a "short
position"  for  their  account by selling more securities in connection with the
offering  than  they  are  committed  to  purchase  from  us.  In that case, the
underwriters  could  cover  all  or  a  portion  of the short position by either
purchasing securities in the open market following completion of the offering of
these  securities  or by exercising any over-allotment option granted to them by
us.  In  addition,  any  managing  underwriter  may  impose "penalty bids" under
contractual  arrangements  with  other  underwriters,  which means that they can
reclaim  from  an  underwriter (or any selling group member participating in the
offering)  for the account of the other underwriters, the selling concession for
the  securities  that are distributed in the offering but subsequently purchased
for  the account of the underwriters in the open market. Any of the transactions
described in this paragraph or comparable transactions that are described in any
accompanying prospectus supplement may result in the maintenance of the price of
the  securities  at a level above that which might otherwise prevail in the open
market.  None  of  the  transactions  described  in  this  paragraph  or  in  an
accompanying  prospectus supplement are required to be taken by any underwriters
and,  if  they  are  undertaken,  may  be  discontinued  at  any  time.

     If  indicated  in  the  applicable prospectus supplement, we will authorize
underwriters,  dealers or agents to solicit offers by institutional investors to
purchase  securities  from  us  pursuant  to contracts providing for payment and
delivery  at  a  future date. In all cases, these purchasers must be approved by
us.  Unless  otherwise  set  forth  in the applicable prospectus supplement, the
obligations of any purchaser under any of these contracts will not be subject to
any  conditions, except that the purchase of the securities must not at the time


                                       17



of  delivery  be  prohibited  under  the  laws of any jurisdiction to which that
purchaser  is  subject and if securities also are being sold to underwriters, we
must  have  sold  to  these  underwriters  the securities not subject to delayed
delivery.  Underwriters  and  other  agents  will not have any responsibility in
respect  of  the  validity  or  performance  of  these  contracts.

     Our  common stock is listed on the New York Stock Exchange under the symbol
"WRI."  Any shares of common stock sold pursuant to a prospectus supplement will
be  listed  on  the  New  York  Stock  Exchange,  subject  to official notice of
issuance.  Any underwriters or agents to or through which we may sell securities
may  make  a market in the securities, but these underwriters or agents will not
be  obligated  to do so and any of them may discontinue any market making at any
time  without  notice.  We  cannot,  therefore,  give  any  assurance  as to the
liquidity  of  our  trading  market  for  any  securities  that  we  may  sell.

     Under  the securities laws of some states, the securities registered by the
registration statement that includes this prospectus may be sold in those states
only  through  registered  or  licensed  brokers  or  dealers.

     Any  person  participating in the distribution of the securities registered
under  the  registration statement that includes this prospectus will be subject
to  applicable  provisions  of  the  Securities  Exchange  Act  of 1934, and the
applicable rules and regulations of the SEC, including, among others, Regulation
M  noted  above, which may limit the timing of purchases and sales of any of the
securities  by  any  such  person.  Furthermore,  Regulation  M may restrict the
ability of any person engaged in the distribution of the securities to engage in
market-making  activities with respect to the securities. These restrictions may
affect  the  marketability  of  the  securities and the ability of any person or
entity  to  engage  in  market-making activities with respect to the securities.

                                  LEGAL MATTERS

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

                                     EXPERTS

     The  financial  statements  and  the  related financial statement schedules
incorporated in this prospectus by reference from our Annual Report on Form 10-K
for  the  year ended December 31, 2003, as amended in the Current Report on Form
8-K  filed  on  September  8,  2004, and the Current Report on Form 8-K filed on
September  9,  2004,  have been audited by Deloitte & Touche LLP, an independent
registered  public  accounting  firm,  as  stated  in  their  reports, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

     We are subject to the reporting requirements of the Securities and Exchange
Act  of  1934, as amended, and file annual, quarterly and current reports, proxy
statements  and  other  information  with  the  SEC.  You  may read and copy any
document  we  file at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington,  D.C. 20549. You can request copies of these documents by writing to
the  SEC  and  paying  a  fee  for  the  copying  cost.  Please  call the SEC at
1-800-SEC-0330  for more information about the operation of the public reference
room.  Our SEC filings are also available to the public at the SEC's web site at
www.sec.gov.  In  addition, you may read and copy our SEC filings at the offices
-----------
of  the New York Stock Exchange, 20 Broad Street, New York, New York 10005 or at
the  SEC's  Public  Reference  Room  at  Room  1200,  450  Fifth  Street,  N.W.,
Washington,  D.C.  20549.  Our  website  address  is  www.weingarten.com.
                                                      ------------------

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

                     INCORPORATION OF DOCUMENTS BY REFERENCE

     This  prospectus "incorporates by reference" information that we have filed
with  the  SEC  under  the  Exchange  Act,  which  means  that we are disclosing
important  information to you by referring you to those documents. Any statement
contained  in  this  prospectus  or in any document incorporated or deemed to be
incorporated  by reference into this prospectus will be deemed to be modified or
superseded  for  purposes  of  this  prospectus  to  the extent that a statement
contained  in  this prospectus or any subsequently filed document which also is,


                                       18



or  is  deemed to be, incorporated by reference into this prospectus modifies or
supercedes  that  statement. Any statement so modified or superseded will not be
deemed,  except  as  so  modified  or  superseded,  to constitute a part of this
prospectus. We incorporate by reference the following documents listed below and
any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the  Exchange Act (other than Current Reports furnished under Items 2.02 or 7 of
Form  8-K):

     -    Annual  Report  on  Form  10-K  for  the year ended December 31, 2003.

     -    Quarterly  Report  on  Form  10-Q for the quarter ended June 30, 2004.

     -    Current  Report  on  Form  8-K  filed  with the SEC under Item 8.01 on
          September  8,  2004.

     -    Current  Report  on  Form  8-K  filed  with the SEC under Item 2.01 on
          September  9,  2004.

     -    Schedule  14A  filed  with  the  SEC  on  March  17,  2004.

     -    The  description of our common shares of beneficial interest contained
          in  our  registration  statement  on  Form  8-A  filed March 17, 1988.

     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


                                       19



                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

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




                                               
SEC Registration Fee . . . . . . . . . . . . . .  $  6,335
Printing and Engraving Costs . . . . . . . . . .    17,500
Accounting Fees and Expenses . . . . . . . . . .    15,000
Legal Fees and Expenses. . . . . . . . . . . . .    25,000
Miscellaneous. . . . . . . . . . . . . . . . . .     6,165
                                                  ---------
          Total. . . . . . . . . . . . . . . . .  $ 70,000
                                                  =========


ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Subsection (B) of Section 9.20 of the Texas REIT 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  Texas  REIT  Act further provides that, except to the extent otherwise
permitted  therein,  a  trust  manager  may  not  be indemnified in respect of a
proceeding  in  which  the  person  is found liable on the basis that a 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 Texas REIT 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 Texas REIT 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  or another person, 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  managers  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


                                      II-1



     trust  manager,  officer, partner, venturer, proprietor, trustee, employee,
     agent  or  similar  functionary  of  another  real estate investment trust,
     partnership,  joint  venture,  sole proprietorship, trust, employee benefit
     plan or other enterprise with respect to all costs and expenses incurred by
     such  person as a result of such person being made or threatened to be made
     a  defendant  or  respondent  in  a  proceeding by reason of his holding or
     having  held  a  position  named  above  in  this  paragraph.

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

     Our  bylaws  provide that we may indemnify any trust manager or officer who
was,  is  or is threatened to be made a party to any suit or proceeding, whether
civil,  criminal,  administrative,  arbitrative  or  investigative,  because the
person is or was serving as our trust manager, officer, employee or agent, or is
or  was  serving  at  our  request  in  the  same or another capacity in another
corporation  or  business  association,  against  judgments,  penalties,  fines,
settlements  and  reasonable expenses actually incurred if it is determined that
the  person:  (1) conducted himself in good faith; (2) 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  (3)  in  the case of any criminal proceeding, had no
reasonable  cause  to  believe  his  conduct was unlawful; provided that, if the
person  is  found  liable  to  us, or is found liable on the basis that personal
benefit  was  improperly  received  by  the  person,  the indemnification (A) is
limited  to  reasonable  expenses  actually incurred by the person in connection
with  the  proceeding  and  (B) will not be made in respect of any proceeding in
which  the  person shall have been found liable to us for willful or intentional
misconduct  in  the  performance  of  his  duty.

ITEM 16.  EXHIBITS.

*  1.1    Form of Distribution Agreement for common shares.
*  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 of 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 of the Restated Declaration of Trust (filed as
          Exhibit 3.3 to our Registration Statement on Form 8-A dated January
          19, 1999 and incorporated herein by reference).
*  3.4    Third Amendment of the Restated Declaration of Trust (filed as
          Exhibit 3.4 to our Registration Statement on Form 8-A filed January
          19, 1999 and incorporated herein by reference).
*  3.5    Fourth Amendment of the Restated Declaration of Trust dated April
          28, 1999 (filed as Exhibit 3.5 to our Annual Report on Form 10-K for
          the year ended December 31, 2001 and incorporated herein by
          reference).
*  3.6    Fifth Amendment of the Restated Declaration of Trust dated April 20,
          2001 (filed as Exhibit 3.6 to our Annual Report on Form 10-K for the
          year ended December 31, 2001 and incorporated herein by reference).
*  3.7    Amended and Restated Bylaws (filed as Exhibit 99.2 to our
          Registration Statement on Form 8-A dated February 23, 1998 and
          incorporated herein by reference).
*  4.1    Form of common share certificate.
   5.1    Opinion of Locke Liddell & Sapp LLP as to the legality of the
          securities being registered.
   8.1    Form of opinion of Locke Liddell & Sapp LLP as to certain tax
          matters.
  23.1    Consent of Deloitte & Touche LLP.
  23.2    Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1 hereto).


                                      II-2



  23.3    Consent of Locke Liddell & Sapp LLP (included in Exhibit 8.1 hereto).
  24.1    Power of Attorney (included on signature page).
-------------------------
*  To  be filed by amendment or incorporated by reference in connection with the
offering  of  the  securities.


ITEM 17. UNDERTAKINGS.


(a)  The  undersigned  registrant  hereby  undertakes:

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

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

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

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

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

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

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

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

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


                                      II-3



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


                                      II-4



                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-3  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Houston,  State  of  Texas,  on  the 16th day of
September,  2004.


                                  WEINGARTEN REALTY INVESTORS




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


                                POWER OF ATTORNEY


     KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Stanford Alexander, Stephen C. Richter 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
             ---------                        -----                                      ----
                                                                            
By:  /s/ Stanford Alexander
-----------------------------    Chairman of the Board, Trust Manager             September 16, 2004
     Stanford Alexander

By:  /s/ Andrew M. Alexander
-----------------------------    President, Chief Executive Officer
     Andrew M. Alexander         and Trust Manager                                September 16, 2004

By:  /s/ J. Murry Bowden
-----------------------------    Trust Manager                                    September 16, 2004
     J. Murry Bowden

By:  /s/ James W. Crownover
-----------------------------    Trust Manager                                    September 16, 2004
     James W. Crownover


                                      II-5



By:  /s/ Robert J. Cruikshank
-----------------------------    Trust Manager                                    September 16, 2004
     Robert J. Cruikshank

By:  /s/ Melvin A. Dow
-----------------------------    Trust Manager                                    September 16, 2004
     Melvin A. Dow

By:  /s/ Stephen A. Lasher
-----------------------------    Trust Manager                                    September 16, 2004
     Stephen A. Lasher

By:  /s/ Stephen C. Richter
-----------------------------    Sr. Vice President and Chief Financial Officer   September 16, 2004
     Stephen C. Richter

By:  /s/ Douglas W. Schnitzer
-----------------------------    Trust Manager                                    September 16, 2004
     Douglas W. Schnitzer

By:  /s/ Marc J. Shapiro
-----------------------------    Trust Manager                                    September 16, 2004
     Marc J. Shapiro

By:  /s/ Joe D. Shafer
-----------------------------    Vice President/Controller
     Joe D. Shafer               (Principal Accounting Officer)                   September 16, 2004





                                      II-6

                                  EXHIBIT INDEX

Exhibit
Number

*  1.1    Form of Distribution Agreement for common shares.
*  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 of 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 of the Restated Declaration of Trust (filed as
          Exhibit 3.3 to our Registration Statement on Form 8-A dated January
          19, 1999 and incorporated herein by reference).
*  3.4    Third Amendment of the Restated Declaration of Trust (filed as Exhibit
          3.4 to our Registration Statement on Form 8-A filed January 19, 1999
          and incorporated herein by reference).
*  3.5    Fourth Amendment of the Restated Declaration of Trust dated April
          28, 1999 (filed as Exhibit 3.5 to our Annual Report on Form 10-K for
          the year ended December 31, 2001 and incorporated herein by
          reference).
*  3.6    Fifth Amendment of the Restated Declaration of Trust dated April 20,
          2001 (filed as Exhibit 3.6 to our Annual Report on Form 10-K for the
          year ended December 31, 2001 and incorporated herein by reference).
*  3.7    Amended and Restated Bylaws (filed as Exhibit 99.2 to our
          Registration Statement on Form 8-A dated February 23, 1998 and
          incorporated herein by reference).
*  4.1    Form of common share certificate.
   5.1    Opinion of Locke Liddell & Sapp LLP as to the legality of the
          securities being registered.
   8.1    Form of opinion of Locke Liddell & Sapp LLP as to certain tax
          matters.
  23.1    Consent of Deloitte & Touche LLP.
  23.2    Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1 hereto).
  23.3    Consent of Locke Liddell & Sapp LLP (included in Exhibit 8.1 hereto).
  24.1    Power of Attorney (included on signature page).
____________
* To be filed by amendment or incorporated by reference in connection with the
offering of the securities.


                                      II-7