Filed Pursuant to Rule 424(b)(3)
                                                     Registration No. 333-119067


PROSPECTUS

                           WEINGARTEN REALTY INVESTORS
                                 $1,500,000,000
               COMMON SHARES, PREFERRED SHARES, DEPOSITARY SHARES,
                          DEBT SECURITIES AND WARRANTS
                                   __________


     We  may  offer,  from time to time, in one or more series or classes and in
amounts,  at prices and on terms that we will determine at the time of offering,
with  an  aggregate  public  offering  price  of  up  to  $1,500,000,000:

     -    unsecured debt securities that may be either senior debt securities or
          subordinated  debt  securities;
     -    whole  or  fractional  preferred  shares  of  beneficial  interest;
     -    preferred  shares  of  beneficial  interest  represented by depositary
          shares;
     -    common  shares  of  beneficial  interest;  or
     -    warrants to purchase preferred shares of beneficial interest or common
          shares  of  beneficial  interest.

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

     We  may  offer the securities directly, through agents designated from time
to time, or to or through underwriters or dealers. If any agents or underwriters
are  involved  in  the  sale  of  any  of  the  securities, their names, and any
applicable  purchase  price,  fee, commission or discount arrangement between or
among  them,  will  be set forth, or will be calculable from the information set
forth,  in  the  applicable  prospectus supplement. For more information on this
topic,  please  see "Plan of Distribution" on page 34. No securities may be sold
without  the  delivery  of  the  applicable prospectus supplement describing the
method  and  terms  of  the  offering  of  such  securities.

     Our  common  shares  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 THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS  TRUTHFUL  OR  COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL  OFFENSE.




               The date of this prospectus is October 1, 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
Ratios of Earnings to Combined Fixed Charges and Preferred Share Dividends . .    1
Description of Capital Shares. . . . . . . . . . . . . . . . . . . . . . . . .    2
Description of Depositary Shares . . . . . . . . . . . . . . . . . . . . . . .    4
Restrictions on Ownership. . . . . . . . . . . . . . . . . . . . . . . . . . .    8
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . .   10
Description of Warrants. . . . . . . . . . . . . . . . . . . . . . . . . . . .   23
Federal Income Tax Consequences. . . . . . . . . . . . . . . . . . . . . . . .   25
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   34
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   36
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   36
Where You Can Find More Information. . . . . . . . . . . . . . . . . . . . . .   36
Incorporation of Documents by Reference. . . . . . . . . . . . . . . . . . . .   36




           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, any combination of the securities described in
this prospectus. The total dollar amount of the securities we sell through these
offerings will not exceed $1,500,000,000. This prospectus only provides you with
a  general  description  of  the  securities  we  may  offer.  Each time we sell
securities,  we  will  provide  you  with  a prospectus supplement that contains
specific  information  about  the  terms  of  the  securities being offered. The
prospectus  supplement  may  also add, update or change information contained in
this  prospectus.  You  should  read  both  this  prospectus  and any prospectus
supplement  together with the additional information described under the heading
"Where  You  Can  Find  More  Information"  on  page  36.

                                   THE COMPANY

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

     As  of  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  securities  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.

                  RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
                          AND PREFERRED SHARE DIVIDENDS

     The  following  table sets forth the ratio of earnings to fixed charges and
the  ratio  of  earnings to combined fixed charges and preferred share dividends
for  the  periods  shown:


                                        1









                                                       Six Months
                                                         Ended
                                                        June 30,                     Years Ended December 31,
                                                   -----------------           -------------------------------------
                                                                                          
                                                     2003      2004            1999    2000    2001    2002    2003
                                                     ----      ----            -----   -----   -----   -----   -----
Ratio of earnings to combined fixed charges and
preferred share dividends . . . . . . . . . . . . .  1.78x     1.97x           2.29x   1.80x   1.92x   2.05x   1.81x

Ratio of funds from operations before interest
expense to combined fixed charges and preferred
share dividends . . . . . . . . . . . . . . . . . .  2.52x     2.60x           2.79x   2.60x   2.59x   2.65x   2.52x




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

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

                          DESCRIPTION OF CAPITAL SHARES

     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.

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


                                        2



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.

     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."


                                        3



PREFERRED  SHARES

     Our declaration of trust authorizes our board of trust managers to issue up
to  10,000,000  preferred  shares  from  time to time, in one or more series, to
establish  the  number  of  shares  in  each series and to fix the designations,
powers,  preferences  and  nights  of  each  series  and  the  qualifications,
limitations  or  restrictions  thereof.

     Future  Series  of  Preferred  Shares. The applicable prospectus supplement
shall set forth with respect to each series that may be issued and sold pursuant
hereto:

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

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

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

     -    the  voting  rights,  if  any,  of  the  shares;

     -    the  terms  and  amount  of  a  sinking  fund,  if  any;

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

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

     -    whether  and  on  what  terms  the  shares  of  such  series  will  be
          convertible  into  or  exchangeable  for  our  other  debt  or  equity
          securities;

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

     -    any  limitations on direct or beneficial ownership and restrictions on
          transfer  in  addition  to  those  described  in  "  - Restrictions on
          Ownership,"  in each case as may be appropriate to preserve our status
          as  a  real  estate  investment  trust;

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

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

     The terms of any preferred shares we issue will be set forth in resolutions
adopted  by  our  board  of trust managers.  We will file such resolutions as an
exhibit  to  the registration statement that includes  this prospectus, or as an
exhibit  to  a  filing  with the SEC that is incorporated by reference into this
prospectus.  The  description  of  preferred shares in any prospectus supplement
will  not  describe  all  of  the  terms of the preferred shares in detail.  You
should  read the applicable resolutions for a complete description of all of the
terms.

                        DESCRIPTION OF DEPOSITARY SHARES

     General.  We  may  issue receipts for depositary shares, each of which will
represent  a  fractional interest of a particular series of a class of preferred
shares,  as  specified  in  the applicable prospectus supplement.  The preferred
shares of each series represented by depositary shares will be deposited under a


                                        4



separate  deposit  agreement  among  us,  the  depositary  named  in the deposit
agreement and the holders of the depositary receipts.  Immediately following our
issuance  and  delivery of the preferred shares to the depositary, we will cause
the depositary to issue, on our behalf, the depositary receipts.  Subject to the
terms of the applicable depositary agreement, each owner of a depositary receipt
will  be  entitled,  in  proportion  to  the fractional interest of a share of a
particular  series  of  a  preferred  share represented by the depositary shares
evidenced  by  the depositary receipts, to all the rights and preferences of the
preferred  shares  represented  by  the  depositary  shares (including dividend,
voting,  conversion,  redemption  and  liquidation rights ) as designated by our
board  of  trust managers.  The summary of our depositary shares set forth below
is  not  complete.  You  should  refer  to the applicable prospectus supplement,
provisions  of  the  deposit  agreement and the depositary receipts that will be
filed  with the SEC as part of the offering of any depositary shares.  To obtain
copies of these documents, see "Where You Can Find More Information" on page 36.

     As  of  the  date  of  this prospectus, the following depositary shares are
outstanding:

6.75%  SERIES  D  CUMULATIVE  REDEEMABLE  PREFERRED SHARES AND DEPOSITARY SHARES

     On  April  30,  2003, we issued 100,000 shares of 6.75% Series D Cumulative
Redeemable  Preferred  Shares and 3,000,000 depositary shares for $75.0 million.
Each depositary share represents a 1/30 fractional interest in a share of Series
D Preferred.  The Series D Preferred has a liquidation preference of $750.00 per
share  (equivalent  to $25.00 per depositary share) and the holders are entitled
to  cumulative dividends from the date of original issuance of $50.625 per share
(equivalent  to  $1.6875 per depositary share).  The Series D Preferred ranks on
parity  with  the Series E Preferred described below with respect to the payment
of  dividends  and  payments  upon  liquidation.  We may not redeem the Series D
Preferred  Shares  before  April  30,  2008.  The  redemption price per share of
Series  D Preferred is $750.00 (equivalent to $25.00 per depositary share), plus
any  accrued  and  unpaid  dividends  through  the date of such redemption.  The
Series  D  Preferred  and  the  depositary shares have no maturity date and will
remain outstanding indefinitely unless redeemed.  The Series D Preferred and the
depositary  shares are not convertible into or exchangeable for any of our other
securities.  The  Series  D Preferred shareholders and holders of the depositary
shares  generally  have no voting rights, except if we fail to pay dividends for
six quarters.  In that event, the holders of the Series D Preferred and Series E
Preferred,  voting together as a single class, have the right to elect two trust
managers  who shall serve until all dividend arrearages have been paid.  In such
case,  the  entire  board  of  trust  managers  will  be  increased by two trust
managers.

     The  Series  D  Preferred is not be listed for trading on any exchange. The
depositary  shares  are  listed  for  trading  on  the  New York Stock Exchange.

6.95%  SERIES  E  CUMULATIVE  REDEEMABLE  PREFERRED SHARES AND DEPOSITARY SHARES

     On  July  8,  2004,  we  issued  29,000 shares of 6.95% Series E Cumulative
Redeemable  Preferred  Shares and 2,900,000 depositary shares for $72.5 million.
Each  depositary  share  represents  a  1/100  fractional interest in a share of
Series  E  Preferred.  The  Series  E  Preferred has a liquidation preference of
$2,500  per  share  (equivalent  to  $25  per  depositary  share).  The Series E
Preferred  ranks  on  a  parity  with the Series D Preferred with respect to the
payment  of  dividends  and  payments  upon  liquidation.  We may not redeem the
Series  E  Preferred Shares before July 8, 2009.  The redemption price per share
of  Series  E  Preferred  is $2,500 (equivalent to $25.00 per depositary share),
plus  accrued  and  unpaid  dividends  through the date of such redemption.  The
Series  E  Preferred  and  the  depositary shares have no maturity date and will
remain outstanding indefinitely unless redeemed.  The Series E Preferred and the
depositary  shares are not convertible into or exchangeable for any of our other
securities.  The  Series  E  Preferred  shareholders  and  the  holders  of  the
depositary  shares  generally  have  no  voting rights, except if we fail to pay
dividends  for  six  quarters.  In  that  event,  the  holders  of  the Series D
Preferred  and  Series  E Preferred, voting together as a single class, have the
right  to elect two trust managers who shall serve until all dividend arrearages
have  been  paid.  In  such  case,  the  entire  board of trust managers will be
increased  by  two  trust  managers.

     The  Series  E  Preferred  is  not  listed for trading on any exchange. The
depositary  shares  are  listed  for  trading  on  the  New York Stock Exchange.

See  "-Description  of  Preferred  Shares."


                                        5



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

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

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

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

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

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

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

     Conversion  of  Preferred  Shares.  The depositary shares, as such, are not
convertible  into  common  shares  or  any  of our other securities or property.
Nevertheless,  if  so specified in the applicable prospectus supplement relating
to  an offering of depositary shares, the depositary receipts may be surrendered
by holders thereof to the depositary with written instructions to the depositary


                                        6



to  instruct  us  to cause conversion of the preferred shares represented by the
depositary  shares  into  whole  common  shares, other preferred shares or other
shares  of capital shares. We have agreed that upon receipt of such instructions
and any amounts payable in respect thereof, we will cause the conversion thereof
utilizing the same procedures as those provided for delivery of preferred shares
to  effect  such  conversion. If the depositary shares evidenced by a depositary
receipt  are  to  be converted in part only, one or more new depositary receipts
will  be  issued  for  any  depositary shares not to be converted. No fractional
common  shares  will  be  issued upon conversion. If conversion will result in a
fractional  share being issued, we will pay in cash an amount equal to the value
of  the fractional interest based upon the closing price of the common shares on
the  last  business  day  prior  to  the  conversion.

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

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

     -    all  outstanding  depositary  shares  have  been  redeemed;

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

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

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

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

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


                                        7



persons  believed  to  be  competent  to give such information, and on documents
believed  to  be  genuine  and  signed  by  a  proper  party.

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

                            RESTRICTIONS ON OWNERSHIP

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.

     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;


                                        8



     (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)  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;


                                        9



               (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.

     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.

                         DESCRIPTION OF DEBT SECURITIES

     We  will  prepare and distribute a prospectus supplement that describes the
specific  terms  of  the debt securities.  In this section of the prospectus, we
describe  the  general  terms  we expect all debt securities will have.  We also
identify  some  of  the  specific  terms  that will be described in a prospectus
supplement.  Although  we  expect  that  any  debt securities we offer with this
prospectus  will  have  the  general terms we describe in this section, our debt
securities  may  have  terms  that  are  different from or inconsistent with the
general  terms  we  describe  here.  Therefore,  you  should read the prospectus
supplement  carefully.

     Any senior debt securities will be issued under a senior indenture dated as
of  May  1,  1995  between  us  and  JPMorgan  Chase  Bank,  as trustee, and any
subordinated debt securities will be issued under a subordinated indenture dated
as  of  May  1,  1995  between  us and JPMorgan Chase Bank, as trustee. The term


                                       10



"trustee"  as  used in this prospectus refers to any bank that we may appoint as
trustee  under the terms of the applicable indenture, in its capacity as trustee
for  the  senior  securities  or  the  subordinated  securities.

     We  have  summarized  specific  terms and provisions of the indentures. The
summary  is  not complete. The indentures have been incorporated by reference as
exhibits  to  the  registration statement of which this prospectus is a part. We
urge  you  to  read the indentures because they, and not this description, fully
define  the  rights of holders of debt securities. The indentures are subject to
the Trust Indenture Act of 1939, as amended. To obtain copies of the indentures,
see  "Where  You  Can  Find  More  Information"  on  page  36.

GENERAL

     Unless otherwise provided in the prospectus supplement, the debt securities
(whether  senior  or  subordinated)  will  be  our  direct,  unsecured  general
obligations.  The senior debt securities will rank equally with all of our other
unsecured and unsubordinated indebtedness. The subordinated debt securities will
be  subordinated  and junior in right of payment to the prior payment in full of
our  present  and  future  senior  debt  securities.  See  "-  Subordinated Debt
Securities"  on  page  14.

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

     Without  your  consent,  we may engage in a highly leveraged transaction, a
restructuring,  a  transaction  involving  a  change  in control, or a merger or
similar  transaction  that  may  adversely affect holders of debt securities. We
will  not  list  the  debt  securities  on  any  securities  exchange.

ADDITIONAL  TERMS  OF  DEBT  SECURITIES

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

     -    the  type  and  title  of  debt  securities  offered;

     -    any  limit  upon  the  total  principal  amount  of the series of debt
          securities;

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

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

     -    the  dates  on which the principal of and premium, if any, on the debt
          securities  will  be  payable  or the method of determining such date;

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

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

     -    the  date  or  dates  on which interest will be payable and the record
          date  or  dates  to  determine  the  persons who will receive payment;


                                       11



     -    the  place  where  principal of, premium, if any, and interest, on the
          debt securities will be payable or at which the debt securities may be
          surrendered  for  registration  of  transfer  or  exchange;

     -    the  period or periods within which, the price or prices at which, the
          currency  (if  other  than U.S. dollars) in which, and the other terms
          and  conditions  upon  which,  the debt securities may be redeemed, in
          whole  or  in  part,  at  our  option,  if  we  have  that  option;

     -    the  obligation,  if  any,  we  have  to redeem or repurchase the debt
          securities  pursuant to any sinking fund or similar provisions or upon
          the  happening  of a specified event or at the option of a holder; and
          the  period or periods within which, the price at which, and the other
          terms  and  conditions  upon  which,  such  debt  securities  shall be
          redeemed  or  purchased,  in  whole  or  in  part;

     -    the  denominations  in  which the debt securities are authorized to be
          issued;

     -    if the amount of principal of, or premium, if any, or interest on, the
          debt  securities  may  be  determined  with  reference  to an index or
          pursuant  to  a  formula  or  other  method,  the method in which such
          amounts  will  be  determined;

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

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

     -    the  terms  of  subordination,  if  any;

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

     -    provisions, if any, granting special rights to the holders of the debt
          securities  if  certain  specified events occur; the circumstances, if
          any, under which we will pay additional amounts on the debt securities
          held  by  non-U.S.  persons for taxes, assessments or similar charges;

     -    whether  the  debt  securities  will be issued in registered or bearer
          form  or  both;

     -    the  date  as  of  which  any  debt  securities in bearer form and any
          temporary  global  security  representing  outstanding  securities are
          dated,  if  other  than  the  original  issuance  date  of  the  debt
          securities;

     -    the  forms  of  the  securities  and  interest coupons, if any, of the
          series;

     -    if other than the trustee under the applicable indenture, the identity
          of  the  registrar  and  any  paying  agent  for  the debt securities;

     -    any  means  of defeasance or covenant defeasance that may be specified
          in  the  debt  securities;

     -    whether  the  debt  securities are to be issued in whole or in part in
          the  form of one or more temporary or permanent global securities and,
          if  so, the identity of the depositary or its nominee, if any, for the
          global  security  or  securities  and  the  circumstances  under which
          beneficial  owners  of  interest  in  the global security may exchange
          those  interests  for certificated debt securities to be registered in
          the  name  of,  or  to  be  held  by,  the  beneficial owners or their
          nominees;

     -    if the debt securities may be issued or delivered, or any installation
          of  principal  or  interest  may be paid, only upon receipt of certain
          certificates or other documents or satisfaction of other conditions in


                                       12



          addition  to  those specified in the applicable indenture, the form of
          those  certificates,  documents  or  conditions;

     -    any  definitions  for  the  debt  securities  for that series that are
          different  from  or  in  addition  to  the definitions included in the
          applicable  indentures;

     -    in  the  case  of  the  subordinated indenture, the relative degree to
          which  the  debt  securities  shall  be  senior  to or junior to other
          securities,  whether  currently  outstanding  or  to be offered in the
          future,  and  to  other  debt,  in  right  of  payment;

     -    whether  the  debt  securities  are  to  be  guaranteed and, if so, by
          identity  of  the  guarantors  and  the  terms  of  the  guarantees;

     -    the  terms, if any, upon which the debt securities may be converted or
          exchanged  into  or  for  our common shares, preferred shares or other
          securities  or  property;

     -    any restrictions on the registration, transfer or exchange of the debt
          securities;  and

     -    any  other  terms  consistent  with  the  indenture.

DENOMINATIONS,  INTEREST,  REGISTRATION  AND  TRANSFER

     Unless the prospectus supplement states differently, the debt securities of
any series issued in registered form will be issuable in denominations of $1,000
and  integral  multiples  of  $1,000.  Unless  the  prospectus supplement states
otherwise,  the  debt  securities  of  any  series issued in bearer form will be
issuable  in  denominations  of  $5,000.

     Unless  otherwise  provided  in  the  applicable prospectus supplement, the
trustee  will  pay  the  principal  of  and any premium and interest on the debt
securities and will register the transfer of any debt securities at its offices.
However,  at  our option, we may distribute interest payments by mailing a check
to  the  address  of each holder of debt securities that appears on the register
for  the  debt  securities.

     Any interest on a debt security not punctually paid or duly provided for on
any  interest  payment  date  will  cease  to  be  payable  to the holder on the
applicable  regular  record  date.  This  defaulted  interest may be paid to the
person in whose name the debt security is registered at the close of business on
a special record date for the payment of the defaulted interest. We will set the
special  record  date and give the holder of the debt security at least 10 days'
prior  notice.  In  the  alternative, this defaulted interest may be paid at any
time  in  any  other  lawful  manner,  all  as fully described in the applicable
indenture.

     Subject  to  any  limitations  imposed  upon  debt  securities  issued  in
book-entry  form,  the  debt  securities  of any series will be exchangeable for
other  debt  securities  of  the  same  series and of a like aggregate principal
amount  and  tenor  of  different authorized denominations upon surrender to the
applicable  trustee  of  the  debt  securities.  In  addition,  subject  to  any
limitations imposed upon debt securities issued in book-entry form, a holder may
surrender  the  debt securities to the trustee for conversion or registration of
transfer.  Every  debt  security  surrendered  for  conversion,  registration of
transfer  or  exchange  will  be  duly  endorsed  or  accompanied  by  a written
instrument  of transfer from the holder. A holder will not have to pay a service
charge  for any registration of transfer or exchange of any debt securities, but
we  may require payment of a sum sufficient to cover any applicable tax or other
governmental  charge.

     If  the  prospectus supplement refers to any transfer agent, in addition to
the  applicable  trustee that we initially designated with respect to any series
of  debt  securities, we may at any time rescind the designation of the transfer
agent or approve a change in the location through which the transfer agent acts,
except  that  we  will be required to maintain a transfer agent in each place of
payment  for the series. We may at any time designate additional transfer agents
with  respect  to  any  series  of  debt  securities.


                                       13



     Neither  we  nor  the  trustee  will  be  required  to:

     -    issue,  register  the  transfer  of or exchange debt securities of any
          series  during  a  period beginning at the opening of business 15 days
          before  any selection of debt securities of that series to be redeemed
          and  ending  at  the  close  of  business on the day of mailing of the
          relevant  notice  of  redemption;

     -    register  the  transfer  of  or exchange any debt security, or portion
          thereof,  called  for redemption, except the unredeemed portion of any
          debt  security  being  redeemed  in  part;  or

     -    issue, register the transfer of or exchange any debt security that has
          been  surrendered  for  repayment  at  the holder's option, except the
          portion,  if  any,  of  the  debt  security  not  to  be  repaid.

SENIOR  DEBT  SECURITIES

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

SUBORDINATED  DEBT  SECURITIES

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

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

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

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

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

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

GLOBAL  CERTIFICATES

     Unless  the  prospectus  supplement  otherwise provides, we will issue debt
securities  as  one  or more global certificates that will be deposited with The
Depository  Trust  Company.  Unless  otherwise  specified  in  the  applicable
prospectus  supplement,  debt  securities  issued  in  the  form  of  a  global
certificate to be deposited with DTC will be represented by a global certificate
registered  in the name of DTC or its nominee. This means that we will not issue


                                       14



certificates  to  each holder. Generally, we will issue global securities in the
total  principal  amount  of the debt securities in a series. Debt securities in
the  form of a global certificate may not be transferred except as a whole among
DTC,  its  nominee  or  a  successor  to  DTC and any nominee of that successor.

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

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

OWNERSHIP  OF  GLOBAL  SECURITIES

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

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

THE  DEPOSITORY  TRUST  COMPANY

     DTC  acts  as  securities  depositary  for  notes.  DTC  is:

     -    a  limited-purpose  trust company organized under the New York Banking
          Law;

     -    a  "banking  organization"  under  the  New  York  Banking  Law;

     -    a  member  of  the  Federal  Reserve  System;

     -    a  "clearing  corporation" under the New York Uniform Commercial Code;
          and

     -    a  "clearing  agency" registered under the provision of Section 17A of
          the  Securities  Exchange  Act  of  1934.

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

     Direct  participants  of  DTC  include  securities  brokers  and  dealers
(including  underwriters),  banks,  trust  companies, clearing corporations, and
certain other organizations. DTC is owned by a number of its direct participants
and  by The New York Stock Exchange, Inc., the American Stock Exchange, Inc. and
the  National  Association  of Securities Dealers, Inc. Indirect participants of
DTC, such as securities brokers and dealers, banks and trust companies, can also
access  the  DTC  system if they maintain a custodial relationship with a direct
participant.

     If you are not a direct participant or an indirect participant and you wish
to purchase, sell or otherwise transfer ownership of, or other interests in, the
notes,  you  must do so through a direct participant or an indirect participant.


                                       15



DTC  agrees  with and represents to DTC participants that it will administer its
book-entry  system  in accordance with its rules and by-laws and requirements of
law.  The  SEC  has  on file a set of the rules applicable to DTC and its direct
participants.

     To  facilitate  subsequent  transfers,  all  notes  deposited  with DTC are
registered  in  the  name of DTC's nominee, Cede & Co. The deposit of notes with
DTC and their registration in the name of Cede & Co. has no effect on beneficial
ownership.  DTC  has  no knowledge of the actual beneficial owners of the notes.
DTC's  records  reflect  only  the  identity of the direct participants to whose
accounts such notes are credited, which may or may not be the beneficial owners.
The  participants  will remain responsible for keeping account of their holdings
on  behalf  of  their  customers.

     Conveyance  of  notices  and  other  communications  by  DTC  to  direct
participants,  by direct participants to indirect participants and by direct and
indirect  participants  to  beneficial  owners  will be governed by arrangements
among  them,  subject  to  any statutory or regulatory requirements as may be in
effect  from  time  to  time.

BOOK-ENTRY  FORMAT

     Under  the  book-entry  format,  the trustee will pay interest or principal
payments  to  Cede & Co., as nominee of DTC. DTC will forward the payment to the
direct  participants,  who  will  then  forward  the  payment  to  the  indirect
participants  or  to  the  beneficial  owners.  You may experience some delay in
receiving  your  payments  under  this  system.

     Initial  settlement  for  the  global  notes  will  be  made in immediately
available  funds. Secondary market trading between DTC's participants will occur
in  the  ordinary  way  in  accordance  with  DTC's rules and will be settled in
immediately  available  funds  using  DTC's  Same-Day  Funds  Settlement System.

     Although  DTC has agreed to the foregoing procedures in order to facilitate
transfers  of  interests  in the notes among participants of DTC, it is under no
obligation  to perform or continue to perform the foregoing procedures and these
procedures  may  be  changed  or  discontinued  at  any  time.

     The trustee will not recognize you as a holder under the indenture, and you
can  only  exercise the rights of a holder indirectly through DTC and its direct
participants.  DTC has advised us that it will only take action regarding a note
if  one  or  more of the direct participants to whom the note is credited direct
DTC  to take such action. DTC can only act on behalf of its direct participants.
Your  ability  to  pledge  notes  to  indirect  participants,  and to take other
actions, may be limited because you will not possess a physical certificate that
represents  your  notes.

CERTIFICATED  NOTES

     Unless  and  until  they  are  exchanged, in whole or in part, for notes in
definitive  form  in  accordance  with  the terms of the notes, notes may not be
transferred  except  as  a  whole  by  DTC  to a nominee of DTC; as a whole by a
nominee of DTC to DTC or another nominee of DTC; or as a whole by DTC or nominee
of  DTC  to  a  successor  of  DTC  or  a  nominee  of  such  successor.

     We  will  issue  notes  to  you  or  your  nominees,  in fully certificated
registered  form,  rather  than  to  DTC  or  its  nominees,  only  if:

     -    we advise the trustee in writing that DTC is no longer willing or able
          to  discharge its responsibilities properly or that DTC is no longer a
          registered  clearing agency under the Securities Exchange Act of 1934,
          and  the  trustee  or  we  are  unable to locate a qualified successor
          within  90  days;

     -    there  has occurred and is continuing an Event of Default or any event
          which  after  notice  or  lapse  of  time or both would be an Event of
          Default, in which case we will issue notes to a holder of a beneficial
          interest  in  the  notes  at the request of that beneficial holder; or


                                       16



     -    we,  at  our  option,  elect to terminate use of the book-entry system
          through  DTC.

If  any  of  the  above  events  occurs,  DTC  is  required to notify all direct
participants  that  notes  in  fully  certificated registered form are available
through  DTC.  DTC  will then surrender the global notes along with instructions
for  re-registration.  The  trustee will re-issue the notes in full certificated
registered  form  and  will recognize the registered holders of the certificated
notes  as  holders  under  the  senior  indenture.

TRANSFER  OR  EXCHANGE  OF  DEBT  SECURITIES

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

TRANSFER  AGENT

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

CERTAIN  COVENANTS

     Under  the  indentures,  we  are  required  to:

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

     -    maintain  a  place  of  payment;

     -    deliver  a  report  to  the  trustee  at  the  end of each fiscal year
          certifying  our  compliance  with  all  of  our  obligations under the
          indentures;

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

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

     -    except  as  described  under  "  -  Merger,  Consolidation and Sale of
          Assets,"  do  or cause to be done all things necessary to preserve and
          keep  in  full  force and effect our existence, rights (declaration of
          trust  and  statutory)  and  franchises,  unless  the  board  of trust
          managers  determines  that  the  preservation  thereof  is  no  longer
          desirable  in  the  conduct  of  our  business;

     -    cause all of our material properties used or useful for the conduct of
          our  business  to be maintained and kept in good condition, repair and
          working  order  and  we  will  cause to be made all necessary repairs,
          renewals,  replacements,  betterments and improvements of our material
          properties to be made, all as in our judgment may be necessary so that
          the  business  carried  on in connection therewith may be properly and
          advantageously  conducted  at  all  times;

     -    keep all of our insurable properties insured against loss or damage at
          least  equal  to  their  then  full  insurable  value with insurers of
          recognized  responsibility  and,  if  such  insurer has publicly rated
          debt,  the rating for such debt must be at least investment grade with
          the  nationally  recognized rating agencies; pay or discharge or cause
          to be paid or discharged, before they shall become delinquent, (1) all
          taxes,  assessments and governmental charges levied or imposed upon us


                                       17



          or upon our income, profits or property, and (2) all lawful claims for
          labor,  materials and supplies which, if unpaid, might by law become a
          lien  upon our property; provided, however, we are not required to pay
          or  discharge  any such tax, assessment, charge or claim whose amount,
          applicability  or  validity  is  being  contested  in  good faith; and

     -    transmit  by  mail  to all holders of debt securities, without cost to
          such  holders, and file with the trustee copies of the annual reports,
          quarterly  reports  and  other  documents  which  we file with the SEC
          pursuant  to  Sections  13  and  15(d)  of  the  Exchange  Act.

     Under  the  indentures,  we  may  not:

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

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

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

EVENTS  OF  DEFAULT,  NOTICE  AND  WAIVER

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

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

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

     -    failure  to  pay  any  sinking  fund  payment  when  due;

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

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

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

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

     If  an  event  of  default  for  any  series  of debt securities occurs and
continues,  the  trustee  or  the holders of at least 25% of the total principal
amount  of the debt securities of the series may declare the entire principal of


                                       18



that  series  due  and payable immediately. If an event of default occurs due to
bankruptcy,  insolvency  or  reorganization  or court appointment of a receiver,
liquidator  or  trustee,  no  advance  notice  of  acceleration  is  required;
acceleration  is  automatic.

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

     Each  indenture  provides  that,  after  a declaration of acceleration, but
before  a  judgment  or decree for payment of the money due has been obtained by
the trustee, the holders of a majority in aggregate principal amount of the debt
securities  of that series, by written notice to us and the trustee, may rescind
and  annul  such  declaration  if:

     -    we  have  paid, or deposited with the trustee a sum sufficient to pay:

          -    all  overdue  interest  on  all debt securities of the applicable
               series;

          -    the  principal  of and premium, if any, on any debt securities of
               the  applicable  series  which have become due other than by such
               declaration  of  acceleration,  plus interest thereon at the rate
               borne  by  the  debt  securities;

          -    to  the  extent that payment of such interest is lawful, interest
               upon  overdue  interest at the rate borne by the debt securities;
               and

          -    all  sums paid or advanced by the trustee under the indenture and
               the reasonable compensation, expenses, disbursements and advances
               of  the  trustee,  its  agents  and  counsel;  and

     -    all  events of default, other than the non-payment of principal of the
          debt  securities  which  have become due solely by such declaration of
          acceleration,  have  been  cured  or  waived.

     The  trustee  is  required to give notice to the holders of debt securities
within  90  days of a default under the applicable indenture unless such default
shall  have  been  cured  or  waived;  provided,  however,  that the trustee may
withhold  notice  to the holders of any series of debt securities of any default
with  respect  to  such series (except a default in the payment of the principal
of,  and  premium, if any, or interest on any debt security of such series or in
the  payment  of any sinking fund installment in respect of any debt security of
such  series) if the trustee considers such withholding to be in the interest of
the  holders.

LIMITATION  ON  SUITS

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

     -    the  holder  has  given written notice to the trustee of default under
          the  terms  of  that  series  of  debt;

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

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

     -    no direction inconsistent with a request has been given to the trustee
          by  the holders of not less than a majority of the aggregate principal
          amount  of  the  debt  securities.


                                       19



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

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

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

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

MODIFICATION  OF  THE  INDENTURES

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

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

     -    change  the  place  of  payment, or the coin or currency, for payment;

     -    limit  the  right  to  sue  for  payment;  or

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

DEFEASANCE

     Unless  stated  otherwise  in  a  prospectus supplement, we will be able to
discharge  our  obligations  under  debt  securities  at  any time by taking the
actions described below.  The discharge of all obligations using this process is
known as "defeasance."  If we defease debt securities, all obligations under the
series  of  debt  securities  that  is  defeased  will  be  deemed  to have been
discharged,  except  for:

     -    the  rights  of  holders  of  outstanding  debt securities to receive,
          solely  from  funds deposited for this purpose, payments in respect of
          the  principal  of,  premium,  if  any,  and  interest  on  those debt
          securities  when  the  payments  are  due;

     -    the obligations with respect to the debt securities concerning issuing
          temporary debt securities, registration of debt securities, mutilated,
          destroyed,  lost  or stolen debt securities, and the maintenance of an
          office  or  agency for payment and money for security payments held in
          trust;

     -    the  rights, powers, trusts, duties and immunities of the trustee; and

     -    the  defeasance  provisions  of  the  indenture.

     We  will  also  be  able  to free ourselves from certain covenants that are
described  in  the  indentures  by  taking  the  actions  described  below.  The
discharge  of  obligations using this process is known as "covenant defeasance."
If  we  defease  covenants  under  debt  securities,  then  certain  events (not
including  non-payment,  enforceability  of  any  guarantee,  bankruptcy  and


                                       20



insolvency  events)  described  under  " - Events of Default, Notice and Waiver"
will  no  longer  constitute  an  event  of  default  with  respect  to the debt
securities.

     Unless  stated  otherwise  in a prospectus supplement, in order to exercise
either  defeasance  or covenant defeasance as to the outstanding debt securities
of  a  series:

     -    we  must  irrevocably  deposit  with  the  trustee,  in trust, for the
          benefit  of  the  holders  of  the  debt  securities of the applicable
          series,  an  amount in (1) currency in which those debt securities are
          then  specified  as payable at maturity, (2) government securities (as
          defined  in  the applicable indenture) or (3) any combination thereof,
          as  will be sufficient, in the opinion of a nationally recognized firm
          of independent public accountants expressed in a written certification
          thereof  delivered  to the trustee, to pay and discharge the principal
          of,  premium,  if  any,  and  interest  on  the debt securities of the
          applicable  series  on  the  stated  maturity  of  such  principal  or
          installment  of  principal  or interest and any mandatory sinking fund
          payments;

     -    in  the  case of defeasance, we will deliver to the trustee an opinion
          of  counsel  confirming  that  either:

          -    we  have  received  from,  or  there  has  been published by, the
               Internal  Revenue  Service  a  ruling,  or

          -    since  the  date  we issued the applicable debt securities, there
               has  been  a  change  in  the  applicable federal income tax law,

     the  effect  of  either  being  that  the  holders  of the outstanding debt
     securities of the applicable series will not recognize income, gain or loss
     for  federal income tax purposes as a result of such defeasance and will be
     subject  to  federal income tax on the same amounts, in the same manner and
     at  the  same  times as would have been the case if such defeasance had not
     occurred;

     -    in  the case of covenant defeasance, we will deliver to the trustee an
          opinion  of  counsel  to  the  effect  that  the  holders  of the debt
          securities of the applicable series will not recognize income, gain or
          loss  for  federal  income  tax  purposes as a result of such covenant
          defeasance  and  will  be  subject  to  federal income tax on the same
          amounts,  in  the same manner and at the same times as would have been
          the  case  if  such  covenant  defeasance  had  not  occurred;

     -    no  default  or event of default shall have occurred and be continuing
          on  the  date of such deposit or insofar as Sections 501(6) and 501(7)
          of  the indentures are concerned, at any time during the period ending
          on  the  91st  day  after  the  date  of  deposit;

     -    the  defeasance or covenant defeasance shall not result in a breach or
          violation  of,  or  constitute  a  default under, the indenture or any
          other  material  agreement or instrument to which we are a party or by
          which  we  are  bound;

     -    we will deliver to the trustee an officers' certificate and an opinion
          of  counsel,  each  stating that all conditions precedent provided for
          that  relate  to  either the defeasance or the covenant defeasance, as
          the  case  may  be,  have  been  met;  and

     -    we  will  deliver  to  the trustee an opinion of counsel to the effect
          that  either  (1)  as  a  result  of the deposit pursuant to the first
          bullet  in this paragraph and the election to defease, registration is
          not  required  under  the  Investment Company Act of 1940, as amended,
          with  respect  to the trust funds representing the deposit, or (2) all
          necessary  registrations  under  the  Investment Company Act have been
          effected.

CONVERSION

     Debt  securities  may be convertible into or exchangeable for common shares
or  preferred  shares.  The prospectus supplement will describe the terms of any
conversion  rights.  To  protect  our status as a REIT,  debt securities are not


                                       21



convertible  if, as a result of that conversion, any person would then be deemed
to  own,  directly  or  indirectly,  more  than 9.8% of our capital shares.  See
"Restrictions  On  Ownership"  on  page  8.

MERGER,  CONSOLIDATION  AND  SALE  OF  ASSETS

     Each  indenture  generally  permits us to consolidate or merge with another
entity.  The  indentures  also permit us to sell all or substantially all of our
property  and  assets.  If  this happens, the remaining or acquiring entity must
assume  all  of  our  responsibilities  and  liabilities  under  the  indentures
including  the payment of all amounts due on the debt securities and performance
of  the covenants in the indentures.  However, we will only consolidate or merge
with  or  into  any  other entity or sell all or substantially all of our assets
according  to  the  terms  and  conditions  of  the indentures. The remaining or
acquiring  entity  will  be  substituted  for us in the indentures with the same
effect  as  if  it had been an original party to the indentures. Thereafter, the
successor  entity may exercise our rights and powers under any indenture, in our
name  or in its own name. Any act or proceeding required or permitted to be done
by  our  board of trust managers or any of our officers may be done by the board
or  officers  of  the  successor  entity.

MODIFICATIONS  AND  AMENDMENTS

     Unless  stated otherwise in a prospectus supplement, we and the trustee may
modify  and amend either indenture with the consent of the holders of a majority
in  aggregate  principal amount of the outstanding debt securities of all series
affected  by  the  modification  or  amendment;  provided,  however,  that  no
modification  or  amendment  may,  without  the  consent  of  the holder of each
outstanding  debt  security  of  all  series  affected  by  the  modification or
amendment:

     -    change  the stated maturity of the principal of, or any installment of
          interest  on,  any  debt  security;

     -    reduce the principal amount thereof or the rate of interest thereon or
          any  premium  payable  upon  the  redemption  thereof;

     -    change  the currency in which the principal or premium, if any, of any
          debt  security  or  the  interest  thereon  is  payable;

     -    reduce  the  percentage  in  principal  amount  of  outstanding  debt
          securities  of  any  series  for  which  the consent of the holders is
          required  for  any  such  supplemental indenture, or for any waiver of
          compliance  with  certain  provisions  of  the  indenture  or  certain
          defaults;  or

     -    modify  any  of  the provisions that relate to supplemental indentures
          and  that require the consent of holders, that relate to the waiver of
          past  defaults, that relate to the waiver of certain covenants, except
          to  increase  the  percentage  in principal amount of outstanding debt
          securities  required  to  take such actions or to provide that certain
          other provisions of the indenture cannot be modified or waived without
          the  consent  of  the  holder  of each debt security affected thereby.

     Unless  we say otherwise in a prospectus supplement, we and the trustee may
modify  and  amend  either  indenture  without the consent of the holders if the
modification  or  amendment  does  only  the  following:

     -    evidences the succession of another person to us and the assumption by
          any  such  successor  of  any covenants under the indenture and in the
          debt  securities  of  any  series;

     -    adds  to  our  covenants  for the benefit of the holders of all or any
          series  of  debt securities or surrenders any of our rights or powers;

     -    adds any additional event of default for the benefit of the holders of
          all  or  any  series  of  debt  securities;

     -    adds or changes any provisions to the extent necessary to provide that
          bearer  securities  may  be  registrable as to principal, to change or
          eliminate  any  restrictions  on  the  payment  of principal of or any


                                       22



          premium  or interest on bearer securities, to permit bearer securities
          to  be  issued  in  exchange  for  registered  securities or bearer of
          securities  of  other  authorized  denominations,  or  to  permit  or
          facilitate  the  issuance  of  securities  in  uncertificated  form;

     -    changes or eliminates any provision affecting only debt securities not
          yet  issued;

     -    secures  the  debt  securities  of  any  series;

     -    establishes the form or terms of debt securities of any series not yet
          issued;

     -    evidences  and  provides for successor trustees or adds or changes any
          provisions  of  the  indenture  to  the  extent necessary to permit or
          facilitate  the  appointment  of  a  separate  trustee or trustees for
          specific  series  of  debt  securities;

     -    cures  any ambiguity, corrects or supplements any provisions which may
          be  defective  or  inconsistent with any other provision, or makes any
          other  provisions  with  respect to matters or questions arising under
          the  indenture  which shall not be inconsistent with the provisions of
          the  indenture;  provided,  however,  that  no  such  modification  or
          amendment  may  adversely  affect  the  interest  of  holders  of debt
          securities  of any series then outstanding in any material respect; or

     -    supplements  any provision of the indenture to such extent as shall be
          necessary  to  permit  the facilitation of defeasance and discharge of
          any series of debt securities; provided, however, that any such action
          may not adversely affect the interest of holders of debt securities of
          any  series  then  outstanding  in  any  material  respect.

ORIGINAL  ISSUE  DISCOUNT

     We  may  issue  debt  securities under either indenture for less than their
stated  principal  amount.  Such  securities  may  be treated as "original issue
discount  securities,"  and they may be subject to special tax consequences.  In
addition,  some  debt  securities  that  are  offered  and  sold at their stated
principal  amount  may,  under certain circumstances, be treated as issued at an
original  issue  discount for federal income tax purposes.  We will describe the
federal  income  tax  consequences  and other special consequences applicable to
securities  treated  as  original  issue  discount  securities in the prospectus
supplement  relating  to  such  securities.  "Original  issue discount security"
generally  means  any  debt  security  that:

     -    does  not  provide  for  the payment of interest prior to maturity; or

     -    is  issued at a price lower than its face value and provides that upon
          redemption  or acceleration of its stated maturity an amount less than
          its  principal  amount  shall  become  due  and  payable.

GOVERNING  LAW

     Unless  stated otherwise in a prospectus supplement, each indenture and the
debt  securities  will  be  governed  by  the  laws  of  the  State of New York.

                             DESCRIPTION OF WARRANTS

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

     The  warrant  agent  will  act  solely  as our agent in connection with the
warrants  and  will  not  act for or on behalf of warrant holders. The following
sets  forth  certain  general  terms  and provisions of the warrants that may be


                                       23



offered under this registration statement. Further terms of the warrants and the
applicable  warrant  agreements  will  be set forth in the applicable prospectus
supplement.

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

     -    the  title  of  such  warrants;

     -    the  aggregate  number  of  such  warrants;

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

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

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

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

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

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

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

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

     -    any  anti-dilution  protection;

     -    a  discussion  of  certain  federal  income  tax  considerations;  and

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

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

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

     Warrants  may  be  exercised  as  set  forth  in  the applicable prospectus
supplement  relating  to  the  warrants. Upon receipt of payment and the warrant
certificate  properly  completed and duly executed at the corporate trust office
of  the warrant agent or any other office indicated in the applicable prospectus
supplement,  we will, as soon as practicable, forward the securities purchasable


                                       24



upon  such  exercise.  If  less  than  all of the warrants are presented by such
warrant  certificate  of  exercise, a new warrant certificate will be issued for
the  remaining  amount  of  warrants.

                         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:


                                       25



     -    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:


                                       26



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

     -    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."


                                       27



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

     We  currently  satisfy,  and  expect  to  continue  to  satisfy,  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;


                                       28



     -    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;

     -    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.


                                       29



     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").

     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."


                                       30



     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:

     -    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:


                                       31



     -    cash  or  cash  items,  including  certain  receivables;

     -    government  securities;

     -    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:


                                       32



          -    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.

     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


                                       33



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.

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  being  offered hereby in one or more of the
following  ways  from  time  to  time:

          -    through  agents  to  the  public  or  to  investors;

          -    to  underwriters  for  resale  to  the  public  or  to investors;

          -    directly  to  investors;  or

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

     We  will  set forth in a prospectus supplement the terms of the offering of
securities,  including:

          -    the  name  or  names  of  any  agents  or  underwriters;

          -    the  purchase  price  of  the  securities  being  offered and the
               proceeds  we  will  receive  from  the  sale;

          -    any  over-allotment options under which underwriters may purchase
               additional  securities  from  us;

          -    any  agency  fees  or  underwriting  discounts  and  other  items
               constituting  agents  or  underwriters  compensation;


                                       34



          -    any  initial  public  offering  price;

          -    any  discounts  or  concessions  allowed  or reallowed or paid to
               dealers;  and

          -    any  securities exchanges on which such securities may be listed.

AGENTS

     We  may  designate  agents  who  agree  to  use their reasonable efforts to
solicit purchases for the period of their appointment or to sell securities on a
continuing  basis.

     We  may also engage certain companies to act as our agent ( Offering Agent)
for  one or more offerings, from time to time, of our common shares. If we reach
agreement  with an Offering Agent with respect to a specific offering, including
the  number  of common shares and any minimum price below which sales may not be
made,  then the Offering Agent will try to sell such common shares on the agreed
terms.  The Offering Agent could make sales in privately negotiated transactions
and/or  any  other  method  permitted  by  law,  including sales deemed to be an
at-the-market  offering  as defined in Rule 415 promulgated under the Securities
Act, including sales made directly on the New York Stock Exchange, or sales made
to  or through a market maker other than on an exchange. At-the-market offerings
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. The Offering
Agent  will  be deemed to be an underwriter within the meaning of the Securities
Act,  with  respect  to  any  sales  effected through an at-the-market offering.

UNDERWRITERS

     If  we  use  underwriters  for  a sale of securities, the underwriters will
acquire  the  securities  for their own account. The underwriters may resell the
securities  in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The  obligations  of the underwriters to purchase the securities will be subject
to  the  conditions  set  forth in the applicable underwriting agreement. We may
change  from  time  to  time  any  public  offering  price  and any discounts or
concessions  the  underwriters  allow  or  reallow or pay to dealers. We may use
underwriters  with whom we have a material relationship. We will describe in the
prospectus  supplement  naming  the  underwriter  the  nature  of  any  such
relationship.

DIRECT  SALES

     We  may  also  sell  securities  directly to one or more purchasers without
using  underwriters or agents. Underwriters, dealers and agents that participate
in  the  distribution  of  the  securities may be underwriters as defined in the
Securities  Act  and  any  discounts or commissions they receive from us and any
profit  on  their  resale  of  the  securities  may  be  treated as underwriting
discounts  and  commissions  under  the  Securities Act. We will identify in the
applicable  prospectus  supplement  any underwriters, dealers or agents and will
describe  their  compensation.  We  may  have  agreements with the underwriters,
dealers  and  agents  to  indemnify  them  against  specified civil liabilities,
including liabilities under the Securities Act. Underwriters, dealers and agents
may  engage  in  transactions  with  or  perform services for us in the ordinary
course  of  their  businesses.

TRADING  MARKETS  AND  LISTING  OF  SECURITIES

     Unless  otherwise  specified  in the applicable prospectus supplement, each
class  or  series  of securities will be a new issue with no established trading
market,  other  than  our  common  stock,  which is listed on the New York Stock
Exchange.  We  may  elect to list any other class or series of securities on any
exchange,  but  we  are  not obligated to do so. It is possible that one or more
underwriters  may  make  a  market  in  a class or series of securities, but the
underwriters  will  not  be  obligated  to  do so and may discontinue any market
making  at  any  time  without  notice.  We  cannot give any assurance as to the
liquidity  of  the  trading  market  for  any  of  the  securities.


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STABILIZATION  ACTIVITIES

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

                                  LEGAL MATTERS

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

                                     EXPERTS

     The  financial  statements  and  the  related financial statement schedules
incorporated in this prospectus by reference from 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,
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


                                       36



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.

          -    The  description  of  our  6.75%  Series  D Cumulative Redeemable
               Preferred  Shares contained in our registration statement on Form
               8-A  filed  April  17,  2003.

          -    The  description  of  our  6.95%  Series  E Cumulative Redeemable
               Preferred  Shares contained in our registration statement on Form
               8-A  filed  on  July  8,  2004.

     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.


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