EXHIBIT 4.4


                                  $200,000,000

                           WEINGARTEN REALTY INVESTORS

                                7% Notes due 2011

                               PURCHASE AGREEMENT
                               ------------------

                                                                 July  12,  2001

Banc  of  America  Securities  LLC
J.P.  Morgan  Securities  Inc.
Banc  One  Capital  Markets,  Inc.
Commerzbank  Capital  Markets  Corp.
Daiwa  Securities  SMBC  Europe  Limited
First  Union  Securities,  Inc.
PNC  Capital  Markets,  Inc.
SouthTrust  Securities,  Inc.
Wells  Fargo  Brokerage  Services,  LLC.
     c/o  Bank  of  America  Securities  LLC
Bank  of  America  Corporate  Center
NC1-007-07-01
100  North  Tryon  Street
Charlotte,  NC  28255

Dear  Ladies  and  Gentlemen:

     Weingarten  Realty  Investors,  a  Texas  real estate investment trust (the
"Company"),  confirms  its  agreement  with the entities set forth on Schedule 1
                                                                      ----------
hereto  (collectively,  the  "Initial Purchasers," which term shall also include
any  initial  purchaser  substituted as provided in Section 11 hereof), for whom
Banc  of  America  Securities LLC is acting as representative (in such capacity,
the  "Representative"), with respect to the sale by the Company and the purchase
by  the  Initial  Purchasers,  acting severally and not jointly, of $200,000,000
aggregate  principal  amount  of  7%  Notes  due  2011  (the "Securities").  The
Securities  will  be  issued  under  an  Indenture,  dated as of May 1, 1995 (as
amended,  modified  or supplemented from time to time, the "Indenture"), between
the Company (as defined below) and Chase Bank of Texas, National Association, as
trustee (the "Trustee").  Securities issued in book-entry form will be issued to
Cede  &  Co.  as  nominee  of The Depository Trust Company ("DTC") pursuant to a
letter  agreement,  to  be  dated  as of the Closing Time (as defined in Section
2(c)) (the "DTC Agreement"), among the Company, the Trustee and DTC.  Unless the
context  otherwise  requires,  as  used  herein, "you" and "your" shall mean the
parties  to  whom  this  Purchase  Agreement  (this  "Agreement")  is addressed.
Capitalized  terms  used  herein  without  definition  shall  have  the meanings
assigned to such terms in the Offering Memorandum (as defined below) relating to
the  Securities.


<PAGE>



     The  Securities  will  be  offered and sold to you without being registered
under  the  Securities  Act  of  1933, as amended (the "Securities Act" or "1933
Act"), in reliance upon an exemption from the registration requirements thereof.
The  Company  will  prepare  a  final offering memorandum dated the date hereof,
setting  forth  or  including  a description of the terms of the Securities, the
terms  of  the  offering,  a  description  of  the  Company  and  any  material
developments relating to the Company occurring after the date of the most recent
financial  statements included or incorporated by reference therein.  As used in
this  Agreement "Offering Memorandum" shall mean such final Offering Memorandum,
as  amended or supplemented, including any information incorporated by reference
therein.  The  Company  hereby  confirms  that  it has authorized the use of the
Offering  Memorandum  and  any  amendments and supplements thereto in connection
with  the  Exempt  Resales  (as  defined  below)  by  the  Initial  Purchasers.

You  have  advised  the  Company  that you will offer (the "Exempt Resales") the
Securities  purchased  by  you  hereunder on the terms set forth in the Offering
Memorandum  solely  to  persons  (each,  a "144A Purchaser") whom you reasonably
believe  to  be "qualified institutional buyers" (as defined in Rule 144A ("Rule
144A")  under the Securities Act) (such persons being referred to hereinafter as
the  "Eligible  Purchasers").  Pursuant  to  the terms of the Securities and the
Indenture,  respectively,  investors  that acquire Securities may only resell or
otherwise  transfer  such Securities if such Securities are hereafter registered
under  the  Securities Act or if an exemption from the registration requirements
of  the  Securities  Act  is available (including the exemption afforded by Rule
144A  of  the  rules and regulations promulgated under the Securities Act by the
Securities  and  Exchange  Commission  (the  "Commission")).  You will offer the
Securities to Eligible Purchasers at varying prices related to prevailing market
prices  at  the  time  of  sale.

Holders  (including  subsequent  transferees)  of  the  Securities will have the
registration  rights  set  forth in the registration rights agreement, dated the
date  hereof  (the  "Registration  Rights  Agreement"),  for  so  long  as  such
Securities  constitute  "Registrable  Securities" as defined in the Registration
Rights  Agreement.  Pursuant  to  the Registration Rights Agreement, the Company
will agree to file with the Commission under the circumstances set forth therein
(i)  a  registration  statement  under  the  Securities Act (the "Exchange Offer
Registration  Statement")  relating to notes of the Company with terms identical
in  all  material  respects  to the Securities (the "Exchange Offer Securities")
(except  that  the Exchange Offer Securities will not contain terms with respect
to  the  transfer  restrictions  under  the  Securities Act or the provision for
Penalty  Interest  (as  defined  in  the  Offering  Memorandum)  under  certain
circumstances)  to  be  offered  in  exchange for the Securities (such offers to
exchange  being collectively referred to hereinafter as the "Registered Exchange
Offer"),  or,  under  certain circumstances, (ii) a shelf registration statement
pursuant  to  Rule  415  under  the  Securities  Act  (the  "Shelf  Registration
Statement") relating to the resale of the Securities by certain holders, and, in
either  case,  to  use  its reasonable best efforts to cause such Exchange Offer
Registration Statement or Shelf Registration Statement to be declared effective.

     Section 1.  Representations  and  Warranties.
                 --------------------------------

(a)  The  Company  represents and warrants to each of the Initial Purchasers, as
of  the  date  hereof,  and  as of the date of the Closing Time (in each case, a
"Representation  Date"),  as  follows:


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(i)  The Offering Memorandum.  Neither the Offering Memorandum nor any amendment
or supplement thereto, as of its date and at the Closing Time, contained or
will contain any untrue statement of a material fact or omit to state a material
fact  necessary  in  order  to  make the statements therein, in the light of the
circumstances  under  which  they  were made, not misleading; provided, however,
that  this  representation  and  warranty  shall  not  apply to statements in or
omissions  from  any  such  document  in  reliance upon, and in conformity with,
written  information  furnished  to  the  Company  by  you, specifically for use
therein.

(ii)  No  Other Sales  of  Securities;  No  General  Solicitation.  Neither  the
Company  nor  any affiliate (as defined in Rule 501(b) of Regulation D under the
Securities  Act  ("Regulation  D"))  of the Company has directly, or through any
agent  (provided  that no representation is made as to the Initial Purchasers or
any person acting on their behalf), (A) sold, offered for sale, solicited offers
to  buy  or  otherwise negotiated in respect of, any security (as defined in the
Securities  Act)  which is or will be integrated with the sale of the Securities
in  a  manner  that  would  require the registration of the Securities under the
Securities  Act  or  (B)  engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D) in connection with the offering
of  the  Securities.

(iii)  No Registration or Qualification.  It is not necessary in connection with
the  offer, sale and delivery of the Securities to the Initial Purchasers and to
each  subsequent  purchaser in the manner contemplated by this Agreement and the
Offering  Memorandum  to  register the Securities under the Securities Act.  The
Indenture  is  qualified  under the Trust Indenture Act of 1939, as amended (the
"Trust  Indenture  Act").

(iv)  Rule 144A Eligibility.  The Securities are eligible for resale pursuant to
Rule  144A  and  satisfy the requirements set forth in Rule 144A(d)(3) under the
Securities  Act.

(v)  Independent  Accountants.  The  accountants  who  certified  the  financial
statements and supporting schedules included or incorporated by reference in the
Offering  Memorandum  are independent public accountants as required by the
1933 Act and the rules and regulations of the Commission under the 1933 Act (the
"1933  Act  Regulations");  and  there  have  been  no  disagreements  with  any
accountants  or  "reportable  events"  (as defined in Item 304 of Regulation S-K
promulgated  by  the Commission) that would be required to be disclosed pursuant
to  such  Item  304.

(vi)  Financial  Statements.  The historical financial statements of the Company
included  or incorporated by reference in the Offering Memorandum present fairly
in  all  material  respects  the  financial  position  of  the  Company  and its
consolidated  subsidiaries  as  at  the  dates  indicated  and  the  results  of
operations for the periods specified; except as otherwise stated in the Offering
Memorandum, said financial statements have been prepared in conformity with
generally  accepted  accounting  principles  applied  on  a consistent basis and
comply  with  the applicable accounting requirements of the 1933 Act (including,
without  limitation, Rule 3-14 of Regulation S-X promulgated by the Commission),


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and  all  adjustments  necessary for a fair presentation of the results for such
periods  have  been  made;  the supporting schedules included or incorporated by
reference in the Offering Memorandum present fairly in all material respects the
information  required  to  be  stated  therein;  and the selected financial data
included  or incorporated by reference in the Offering Memorandum present fairly
in all material respects the information shown therein and have been compiled on
a  basis  consistent  with  the  related financial statements presented therein.

(vii)  Other  Financial  Information.  The  historical summaries of  revenue and
certain operating expenses included or incorporated by reference in the Offering
Memorandum  present  fairly  in all material respects the revenue and those
operating  expenses included in such summaries of the properties related thereto
for  the  periods  specified  in  conformity  with generally accepted accounting
principles;  any  pro  forma  consolidated  financial  statements  included  or
incorporated  by  reference  in  the  Offering  Memorandum present fairly in all
material  respects  the  pro  forma  financial  position  of the Company and its
consolidated  subsidiaries  as  of  the  dates  indicated  and  the  results  of
operations  for  the  periods specified; and such pro forma financial statements
have  been  prepared in accordance with generally accepted accounting principles
applied  on  a  basis  consistent  with  the audited financial statements of the
Company  included  or  incorporated by reference in the Offering Memorandum, the
assumptions  on which such pro forma financial statements have been prepared are
reasonable  and are set forth in the notes thereto, and such pro forma financial
statements  have  been prepared, and the pro forma adjustments set forth therein
have  been applied, in accordance with the applicable accounting requirements of
the  1933  Act  and  the  1933  Act  Regulations (including, without limitation,
Regulation  S-X  promulgated  by the Commission), and such pro forma adjustments
have  been properly applied to the historical amounts in the compilation of such
statements.

(viii)  No  Material  Adverse  Change.  Since the respective dates  as  of which
information  is  given  in  the  Offering Memorandum, except as otherwise stated
therein,  (A)  there  has  been  no  material  adverse  change in the condition,
financial  or  otherwise,  or  in  the  earnings,  business  affairs or business
prospects  of  the Company and its subsidiaries considered as one enterprise, or
any  of the real property or improvements thereon owned by the Company or any of
its  subsidiaries  (each,  a  "Property"  and  collectively,  the "Properties"),
whether  or  not  arising  in  the  ordinary course of business, (B) no material
casualty,  loss  or  material  condemnation or other material adverse event with
respect  to  any  of  the  Properties  has  occurred,  (C)  there  have  been no
transactions  entered  into by the Company or any of its subsidiaries other than
those in the ordinary course of business, which are material with respect to the
Company  and  its  subsidiaries considered as one enterprise and (D) except
for  regular  quarterly dividends on the Company's outstanding common shares and
preferred  shares,  there  has  been  no  dividend  or  distribution of any kind
declared,  paid  or  made  by  the  Company  on  any class of its capital stock.

(ix)  Good  Standing  of the Company.  The Company has been duly organized under
the  laws  of  the  State  of  Texas, with power and authority to own, lease and
operate  its Properties and to conduct its business as described in the Offering
Memorandum  and  to  enter into and perform its obligations under this Agreement


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and  the  Company is duly qualified as a foreign entity to transact business and
is  in  good  standing  in  each  jurisdiction  in  which  such qualification is
required,  whether  by  reason  of  the  ownership or leasing of property or the
conduct  of  business,  except  where the failure to so qualify or to be in good
standing would not have a material adverse effect on the condition, financial or
otherwise,  or  the earnings, business affairs or business prospects of the
Company  and  its  subsidiaries  considered  as  one  enterprise.

(x)  No  Significant  Subsidiary.  The Company has no Significant Subsidiary, as
defined  in  Section  1-02  of  Regulation  S-X.

(xi)  Capitalization.  The capitalization  of the Company is as set forth in the
Offering  Memorandum  and  the documents incorporated by reference therein as of
the  date  referenced  therein.  The  authorized,  issued and outstanding common
shares of the Company have been duly authorized and validly issued and are fully
paid.

(xii)  Authorization of the Securities. The Securities have been duly authorized
by  the  Company  for  issuance  and  sale  pursuant  to this Agreement and such
Securities,  when issued, authenticated and delivered by the Company pursuant to
the  provisions  of  the Indenture against payment of the consideration therefor
specified  in  this  Agreement,  will  constitute  valid  and  legally  binding
obligations  of  the Company, enforceable against the Company in accordance with
their  terms,  except  as  enforcement  thereof  may  be  limited by bankruptcy,
insolvency  or  other  similar  laws  relating  to  or  affecting enforcement of
creditors'  rights  generally  and  by  general equity principles (regardless or
whether  enforcement  is  considered  in a proceeding in equity or at law); such
Securities  and the Indenture conform in all material respects to all statements
relating  thereto contained in the Offering Memorandum; and such Securities will
be  entitled  to  the  benefits  provided  by  the  Indenture.

(xiii)  Authorization  of  Indenture.  The Indenture has  been  duly and validly
authorized,  executed and delivered by the Company and constitutes the valid and
legally  binding  agreement  of the Company, enforceable against the Company and
the  Company  in accordance with its terms, except as enforcement thereof may be
limited  by  bankruptcy, insolvency, reorganization, moratorium or other similar
laws  relating  to or affecting enforcement of creditors' rights generally or by
general  equity principles (regardless of whether enforcement is considered in a
proceeding  in  equity  or  at  law).

(xiv)  Authorization of Exchange Offer Notes. The Exchange Offer Notes have been
duly  authorized  by the Company for issuance and sale pursuant to the Indenture
and  the  Registration  Rights  Agreement,  and  such Exchange Offer Notes, when
executed,  authenticated, issued and delivered in the manner provided for in the
Registration Rights Agreement and the Indenture against payment of consideration
therefor  in  the form of the Securities, will constitute valid and legally
binding  obligations  of the Company, entitled to the benefits of the Indenture,
enforceable  against  the  Company in accordance with their terms, except as (A)
the  enforceability  thereof  may  be  limited  by  bankruptcy,  insolvency,
reorganization,  moratorium  or  other  similar  laws  relating  to or affecting
creditors'  rights generally and (B) rights of acceleration and the availability
of  equitable  remedies  may  be  limited  by  equitable  principles  of general


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applicability.  Such  Exchange  Offer Notes will be in the form contemplated by,
and  each  registered  holder  thereof  is  entitled  to  the  benefits  of, the
Indenture.  The  terms  of  such  Exchange  Offer  Notes conform in all material
respects  to  all  statements and descriptions relating thereto contained in the
Offering  Memorandum.

(xv)  Absence of Defaults.  Neither the Company nor any of its  subsidiaries  is
in  violation  of  its  declaration  of  trust,  charter,  by-laws,  or  other
organizational  documents  or in default in the performance or observance of any
material obligation, agreement, covenant or condition contained in any contract,
indenture,  mortgage,  loan  agreement, note, lease or other instrument to which
the  Company or any of its subsidiaries is a party or by which it or any of them
may be bound, or to which any of the property or assets of the Company or any of
its subsidiaries is subject, except for any such violation or default that would
not  have a material adverse effect on the condition, financial or otherwise, or
the  earnings,  business  affairs  or  business prospects of the Company and its
subsidiaries  considered  as  one  enterprise  and  the  execution, delivery and
performance  of  this  Agreement  or  the  Indenture and the consummation of the
transactions  contemplated herein and therein and compliance by the Company with
obligations  hereunder and thereunder have been duly authorized by all necessary
action,  and will not conflict with or constitute a breach of, or default under,
or  result in the creation or imposition of any lien, charge or encumbrance upon
any  property  or  assets of the Company or any of its subsidiaries pursuant to,
any  contract,  indenture,  mortgage,  loan  agreement,  note,  lease  or  other
instrument  to  which  the  Company  or any of its subsidiaries is a party or by
which any of them may be bound, or to which any of the property or assets of the
Company  or  any  of its subsidiaries is subject, nor will such action result in
any violation of the agreement of limited partnership, charter, by-laws or other
organizational  documents  of  the  Company  or  any  of its subsidiaries or any
applicable  law,  administrative  regulation  or administrative or court decree.

(xvi) REIT  Qualification.  With respect to each taxable year ended December 31,
1996,  1997,  1998, 1999 and 2000, the Company has operated and will continue to
operate  in  such a manner as to qualify to be taxed as a real estate investment
trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"),
the  Company  qualified  as a REIT for its taxable years ended December 31,
1996,  1997, 1998 and 1999, and the Company intends to make a timely election to
be  taxed  as  a  REIT  with  respect  to  the  year  ending  December 31, 2000.

(xvii)  Investment Company Act.  None of the Company or any of its  subsidiaries
is, or  upon the issuance and sale of the Securities and application of  the net
proceeds  as  described  in  the  Offering  Memorandum  will  be, an "investment
company"  within  the  meaning of the Investment Company Act of 1940, as amended
(the  "1940  Act").

(xviii)  Absence  of Proceedings.  There is no action, suit or proceeding before
or  by  any  court  or  governmental  agency  or  body, domestic or foreign, now
pending,  or,  to  the  knowledge  of  the  Company  or  any of its subsidiaries
threatened, against or affecting the Company or any of its subsidiaries which is
required  to  be  disclosed  in the Offering Memorandum (other than as disclosed
therein), or which might result in any material adverse change in the condition,
financial


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or  otherwise, or in the earnings, business affairs or business prospects of the
Company  and  its  subsidiaries  considered  as  one  enterprise, or which might
materially  and  adversely  affect the property or assets thereof or which might
materially  and  adversely  affect  the  consummation  of  this Agreement or the
Indenture  or the transactions contemplated herein or therein; all pending legal
or governmental proceedings to which the Company or any of its subsidiaries is a
party  or  of  which  any  property  or  assets  of  the  Company  or any of its
subsidiaries  is  subject  which  are  not described in the Offering Memorandum,
including  ordinary  routine  litigation  incidental  to  the  business,  are,
considered  in  the  aggregate,  not  material;  and  there  are no contracts or
documents  of  the  Company  or any of its subsidiaries which are required to be
filed  with the Commission under the 1934 Act or by the 1934 Act Regulations (as
defined  below)  which  have  not  been  so  filed.

(xix)  Intellectual Property.  The Company and its subsidiaries own  or  possess
any trademarks,  service  marks, trade names or copyrights required in order  to
conduct  their  respective  businesses  as described in the Offering Memorandum,
other than those the failure to possess or own would not have a material adverse
effect  on  the  condition,  financial  or  otherwise, or the earnings, business
affairs  or business prospects of the Company and its subsidiaries considered as
one  enterprise.

(xx)  Absence  of  Further  Requirements.  No authorization, approval, permit or
consent  of  any  court  or  governmental  authority  or  agency is necessary in
connection with the consummation by the Company of the transactions contemplated
by  this  Agreement  or the Indenture, except such as may be required under
the  1933 Act, the 1933 Act Regulations, or the Trust Indenture Act with respect
to the Exchange Offer Notes pursuant to the Registration Rights Agreement, state
securities laws, real estate syndication laws or under the rules and regulations
of  the  National  Association  of  Securities  Dealers,  Inc.

(xxi)  Possession  of  Licenses  and  Permits.  The Company and its subsidiaries
possess  such  certificates,  authorities  or  permits issued by the appropriate
state,  federal  or  foreign  regulatory agencies or bodies necessary to conduct
their  respective businesses as described in the Offering Memorandum, other than
those  the failure to possess or own would not have a material adverse effect on
the  condition,  financial  or  otherwise,  or the earnings, business affairs or
business  prospects,  of  the  Company  and  its  subsidiaries considered as one
enterprise  and neither the Company nor any of its subsidiaries has received any
written  notice of proceedings relating to the revocation or modification of any
such  certificate, authority or permit which, singly or in the aggregate, if the
subject  of  an  unfavorable  decision,  ruling or finding, would materially and
adversely  affect  the  condition,  financial  or  otherwise,  or  the earnings,
business  affairs  or  business  prospects,  of the Company and its subsidiaries
considered  as  one  enterprise.

(xxii)  Incorporated  Documents.  The  documents  incorporated  or  deemed to be
incorporated  by  reference in the Offering Memorandum, at the time they were or
hereafter  are  filed  with  the  Commission,  complied  and  will comply in all
material  respects  with  the  requirements  of  the  1934 Act and the rules and
regulations  of  the Commission under the 1934 Act (the "1934 Act Regulations"),


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and,  when  read together with the other information in the Offering Memorandum,
at  each  Representation  Date  or  during  the period specified in Section 3(f)
hereof,  did  not and will not include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in  the  light  of  the  circumstances  under  which  they  were  made, not
misleading.

(xxiii)  No Price Manipulation.  None of the Company or any of its subsidiaries,
or any of the officers, trust managers, directors or partners thereof, has taken
nor  will any of them take, directly or indirectly, any action designed to cause
or  result in, or which has constituted or which reasonably might be expected to
constitute,  the stabilization or manipulation of the price of the Securities or
facilitation  of  the  sale  or  resale  of  the  Securities.

(xxiv)  Title  to  Property.  Except  as  otherwise disclosed  in  the  Offering
Memorandum  and  except  as  would  not  have  a  material adverse effect on the
condition, financial or otherwise, or the earnings, business affairs or business
prospects of the Company and its subsidiaries considered as one enterprise:
(A) the Company or its subsidiaries have good and marketable title in fee simple
to  all  real  property and improvements described in the Offering Memorandum as
being  owned  in  fee  and, at the Closing Time, the Company or its subsidiaries
will  have  good  and  marketable  title  in fee simple to all real property and
improvements  as described in the Offering Memorandum as being owned in fee; (B)
the joint venture interest in each Property described in the Offering Memorandum
as being held by the Company through a joint venture, is owned free and clear of
all  defects  by  such  joint  venture;  (C)  none of the Company nor any of its
subsidiaries  or,  to the knowledge of the Company, any lessee of any portion of
the  real  property  or  improvements  owned  by  the  Company  or  any  of  its
subsidiaries,  is  in  default  under  any  of  the leases pursuant to which the
Company  or  any  of its subsidiaries leases such real property or improvements,
and  neither  the  Company nor its subsidiaries know of any event which, but for
the passage of time or the giving of notice, or both, would constitute a default
under  any  of such leases, except such defaults that would not, individually or
in  the aggregate, have a material adverse effect on the condition, financial or
otherwise,  or  the  earnings,  business  affairs  or  business prospects of the
Company  and  its  subsidiaries  considered  as  one  enterprise;  (D) except as
disclosed in the Offering Memorandum, no tenant under any of the leases pursuant
to  which the Company or any of its subsidiaries leases any of its real property
or improvements has an option or right of first refusal to purchase the premises
demised  under  such  lease; (E) all the real property and improvements owned by
the Company or its subsidiaries comply with all applicable codes and zoning laws
and regulations, except for such failures to comply that would not, individually
or  in the aggregate, have a material adverse effect on the condition, financial
or  otherwise,  or  the  earnings, business affairs or business prospects of the
Company  and  its subsidiaries considered as one enterprise; and (F) neither the
Company  nor  its  subsidiaries  have any knowledge of any pending or threatened
condemnation,  zoning  change  or  other  proceeding or action that would in any
manner  affect  the size of, use of, improvements on, construction on, or access
to  any  of the real property or improvements owned by the Company or any of its
subsidiaries.


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(xxv)  Title  Insurance.  The Company or its subsidiaries has title insurance on
each  Property indicated in the Offering Memorandum as being owned in fee by the
Company  (except  with  respect  to  each  Property  described  in  the Offering
Memorandum  as  held  by the Company through a joint venture) in each case in an
amount at least equal to (A) the cost of acquisition of such Property or (B) the
cost of construction of the improvements located on such Property (measured
at  the  time  of such construction), except, in each case, where the failure to
maintain  such  title  insurance would not have a material adverse effect on the
condition, financial or otherwise, or the earnings, business affairs or business
prospects  of  the  Company  and  its subsidiaries considered as one enterprise.

(xxvi)  Environmental  Laws.  Although the Company is  aware  of the presence of
hazardous  substances,  hazardous materials, toxic substances or waste materials
("Hazardous  Materials")  on  certain of its properties, nothing has come to the
attention  of the Company which, at this time, would lead the Company to believe
that the presence of such Hazardous Materials, when considered in the aggregate,
would  materially  adversely affect the financial condition of the Company.
In  connection  with  the construction on or operation and use of the properties
owned  or  leased  by  the  Company  or  any  of  its  subsidiaries, the Company
represents  that,  as  of the date of this Agreement, it has no knowledge of any
material  failure  by  the Company or any of its subsidiaries to comply with all
applicable  local, state and federal environmental laws, regulations, ordinances
and  administrative  and  judicial orders relating to the generation, recycling,
reuse,  sale,  storage,  handling,  transport  and  disposal  of  any  Hazardous
Materials.

(xxvii)  Registration  Rights  Agreement.  The Registration Rights Agreement (A)
has  been  duly  authorized, executed and delivered by the Company, and assuming
due authorization, execution and delivery by the Initial Purchasers, constitutes
a valid and binding agreement of the Company, enforceable against the Company in
accordance  with  its  terms  and  (B)  conforms in all material respects to the
descriptions  thereof  contained  in  the  Offering  Memorandum.

(b)  Any  certificate  signed by any officer of the Company in such capacity and
delivered  to  you  or  to  your  counsel in connection with the offering of the
Securities  shall be deemed a representation and warranty by the Company to each
Initial  Purchaser  as  to  the  matters  covered  thereby.

     Section 2.  Purchase  and  Sale.
                 -------------------

(a)     The  commitment  of  the  Initial Purchasers to purchase  the Securities
pursuant to this Agreement shall be deemed to have been made on the basis of the
representations and warranties herein contained and shall be subject to the
terms  and  conditions  set  forth  herein.

(b)     The  Company  agrees  to issue  and  sell the Securities to each  of the
Initial  Purchasers,  and  each  of  the  Initial  Purchasers, severally and not
jointly, agrees to purchase from the Company, at a purchase price (the "Purchase
Price")  of  99.209%  of  the  principal amount of the Securities, the principal


                                     Page 9
<PAGE>



amount  of Securities  set  forth opposite  the name of  such Initial  Purchaser
in Schedule 1 hereto.
   ----------

(c)     Payment of the Purchase Price for, and delivery of, the Securities shall
be made  at  the  offices  of  Sidley Austin Brown & Wood llp or at  such  other
place  as  shall  be  agreed upon by the Representative and the Company, at 9:00
a.m.,  New  York time, on July 17, 2001, or at such other date and time as shall
be  agreed  upon  by  the  Representative and the Company (such time and date of
payment  and delivery being herein called the "Closing Time").  Payment shall be
made  to  the Company by wire transfer or by certified or official bank check or
checks  in federal or similar same-day funds payable to the order of the Company
against delivery to you for the respective accounts of the Initial Purchasers of
the  Securities  to  be  purchased  by them.  Subject to Section 6(d) below, the
Securities  shall  be  in  such  authorized denominations and registered in such
names  as  you  may  request  in  writing  at least two business days before the
Closing  Time.  Any  global security representing Securities shall be registered
in  the  name of Cede & Co. pursuant to the DTC Agreement.  The Securities shall
be made available for examination and packaging by the Initial Purchasers in The
City of New York not later than 10:00 a.m. on the last business day prior to the
Closing  Time.

     Section 3.  Covenants  of  the  Company.   The  Company covenants with each
                 ---------------------------
Initial Purchaser  as  follows:

(a)     At  any  time prior to the completion of the placement of the Securities
by  the  Initial  Purchasers  to  purchasers who are not affiliates thereof, the
Company  will give the Initial Purchasers notice of its intention to prepare any
supplement  or  amendment  to  the Offering Memorandum, will furnish the Initial
Purchasers  with  copies  of  any such amendment, supplement or other document a
reasonable  amount of time prior to such proposed use, and will not use any such
amendment  or  supplement  to  which  the  Initial Purchasers or counsel for the
Initial  Purchasers  shall  reasonably  object.

(b)     The Company has furnished or will furnish to the Initial Purchasers such
number of copies of the Offering Memorandum (as amended or supplemented) as
the  Initial  Purchasers  may  reasonably  request.

(c)     At  any  time prior to the completion of the placement of the Securities
by  the  Initial Purchasers to purchasers who are not affiliates thereof, if any
event  shall  occur  as  a  result  of  which it is necessary, in the reasonable
opinion  of  counsel  for  the Initial Purchasers or counsel for the Company, to
amend  or  supplement  the  Offering  Memorandum  in  order to make the Offering
Memorandum not misleading, in light of the circumstances existing at the time it
is  delivered to a purchaser, the Company will forthwith amend or supplement the
Offering  Memorandum  (in  form and substance reasonably satisfactory to counsel
for the Initial Purchasers) so that, as so amended or supplemented, the Offering
Memorandum  will  not  include an untrue statement of a material fact or omit to
state  a  material  fact  necessary  in order to make the statements therein, in
light  of the circumstances existing at the time it is delivered to a purchaser,
not  misleading,  and  the  Company  will  furnish  to  the Initial Purchasers a
reasonable  number  of  copies  of  such  amendment  or  supplement.


                                    Page 10
<PAGE>



(d)     The  Company  will endeavor, in cooperation with the Initial Purchasers,
(i)  to  qualify  the Securities and the Exchange Offer Notes for sale under the
laws,  including  real  estate  syndication  laws,  of such jurisdictions as the
Initial  Purchasers  may  reasonably  designate,  (ii)  to  maintain  such
qualifications  in effect so long as required for the sale of the Securities and
(iii)  to  arrange  for  the determination of the legality of the Securities for
purchase  by institutional investors under the laws of such jurisdictions as the
Initial  Purchaser may reasonably request.  The Company will promptly advise the
Initial  Purchasers  of  the  receipt  by  the  Company of any notification with
respect to the suspension of the qualification of the Securities for sale in any
jurisdiction  or  the  initiation  or  threatening  of  any  proceeding for such
purpose.  Notwithstanding  the  foregoing, the Company shall not be obligated to
qualify  as  a  foreign  corporation  in  any jurisdiction in which it is not so
qualified  or  to  file  a  general  consent  to  service  of  process  in  any
jurisdiction.

(e)     Neither  the  Company  nor  any  affiliate (as defined in Rule 501(b) of
Regulation  D) of the Company will solicit any offer to buy or offer or sell the
Securities  by  means of any form of general solicitation or general advertising
(within  the  meaning  of  Regulation  D).

(f)     The  Company shall, during any period in the two years after the Closing
Time (or any shorter period provided for in Rule 144(k) under the Securities Act
or  any  successor  provision  thereto)  in  which the Company is not subject to
Section  13  or  15(d) of the Exchange Act, make available, upon request, to any
holder  of  such  Securities  in  connection  with  any  sale  thereof  and  any
prospective purchaser of Securities from such holder the information ("Rule 144A
Information")  specified  in  Rule  144A(d)(4)  under  the  Act.

(g)     Neither  the  Company  nor  any  affiliate (as defined in Rule 501(b) of
Regulation  D)  will  sell, offer for sale or solicit offers to buy or otherwise
negotiate  in  respect  of  any  security (as defined in the Securities Act) the
offering of which security will be integrated with the sale of the Securities in
a  manner  which  would  require  the  registration  of the Securities under the
Securities  Act  or  render  invalid  any  exemption  from  the  registration
requirements  under  the  Securities  Act  in  respect  of  the  Securities.

(h)     The  Company  shall use its best efforts in cooperation with the Initial
Purchasers  to permit the Securities to be eligible for clearance and settlement
through  DTC.

(i)     The  Company  will  use  its  best  efforts  to enable Standard & Poor's
Ratings  Services ("S&P") and Moody's Investors Service, Inc. ("Moody's") or any
other  nationally  recognized  statistical  rating organization to provide their
respective  credit  ratings  of  any  Securities.

(j)     The  Company  will  use the net proceeds received by it from the sale of
the  Securities in the manner specified in the Offering Memorandum under "Use of
Proceeds."

(k)     The  Company  will  comply  in  all material respects with the terms and
conditions  of  the  Registration  Rights  Agreement.

(l)     Except  for  the  authorization  of actions permitted to be taken by the
Initial  Purchasers  as  contemplated  herein or in the Offering Memorandum, the
Company  will not (i) take, directly or indirectly, any action designed to cause


                                    Page 11
<PAGE>



or  to  result  in,  or  that  might  reasonably  be expected to constitute, the
stabilization  or  manipulation  of  the price of any security of the Company to
facilitate  the sale or resale of the Securities, (ii) sell, bid for or purchase
the  Securities  or  pay any person any compensation for soliciting purchases of
the  Securities  or (iii) pay or agree to pay to any person any compensation for
soliciting  another  to  purchase  any  other  securities  of  the  Company.

(m)     Prior to the Closing Time, the Company will notify the Representative in
writing  immediately if any event occurs that renders any of the representations
and  warranties  of the Company contained herein inaccurate or incomplete in any
respect.

(n)     The  Company  will  not,  during  a period of 30 days from Closing Time,
without your prior written consent, offer or sell, grant any option for the sale
of,  or  enter into any agreement to sell, any of the Company's debt securities,
except for debt issued pursuant to this Agreement, debt incurred pursuant to the
Company's  line  of credit or other loan agreement as may be in effect from time
to  time  or  debt  having  a  maturity  of  one  year  or  less.

     Section 4.  Payment  of  Expenses.   The Company agrees to pay all expenses
                 ---------------------
incident  to  the  performance  of  its  obligations  under  this  Agreement,
including (a) the preparation and printing of the Offering Memorandum (including
financial statements and exhibits) and of each amendment and supplement thereto,
(b)  the  preparation  and delivery to the Initial Purchasers of this Agreement,
the  Indenture,  the  Registration Rights Agreement, and such other documents as
may  be required in connection with the offering, purchase, sale and delivery of
the  Securities  to the Initial Purchasers, including any global securities, (c)
the  preparation,  printing  and  filing  of  the  Exchange  Offer  Registration
Statement  and/or  Shelf  Registration  Statement  (each including the financial
statements  and  exhibits),  as  applicable,  as  originally  filed  and of each
amendment  thereto,  (d)  the  preparation,  printing,  and  delivery  of  the
prospectuses  under  such  registration  statements  and  of  each amendment and
supplement  thereto,  (e)  the  preparation,  issuance  and  delivery  of  the
Securities,  including  any global securities, (f) the fees and disbursements of
the  Company's  counsel,  accountants,  and  other advisors or agents (including
transfer  agents  and registrars), (g) the qualification of the Securities under
state  securities  laws  and real estate syndication laws in accordance with the
provisions  of  Section  3(d)  hereof,  including  filing  fees and the fees and
disbursements  of counsel for the Initial Purchasers in connection therewith and
in  connection  with  the preparation and delivery of a blue sky memorandum (the
"Blue  Sky  Memorandum")  and  any  amendment  thereto,  (h) the delivery to the
Initial  Purchasers  of  copies of the Offering Memorandum and any amendments or
supplements  thereto,  (i) any fees charged by nationally recognized statistical
rating organizations for the rating of the Securities, (j) the fees and expenses
of  the  Trustee, including the reasonable fees and disbursements of counsel for
the  Trustee,  in  connection with the Indenture and the Securities, and (k) all
expenses  and listing fees incurred in connection with the application to obtain
CUSIP  numbers  for  the  Securities.

(a)     Termination  of  Agreement.  If  this  Agreement  is  terminated  by the
        --------------------------
Initial Purchasers in accordance with the provisions of Section 5 and 10 hereof,
the  Company  shall  reimburse  the  Initial  Purchasers  for  all  of  their
out-of-pocket  expenses,  including  the  reasonable  fees  and disbursements of
counsel  for  the  Initial  Purchasers.

     Section 5.  Conditions  of Initial  Purchasers'  Obligations.  The  several
                 ------------------------------------------------
obligations of  the  Initial  Purchasers hereunder  are subject to the accuracy,


                                    Page 12
<PAGE>



as of the date hereof and as of the Closing Time,  of  the  representations  and
warranties of the Company herein contained, to the performance by the Company of
its  covenants  and  other  obligations  hereunder, and to the following further
conditions:

(a)     The  Initial  Purchasers  shall not have discovered and disclosed to the
Company  at  or  prior  to  the Closing Time that the Offering Memorandum or any
amendment or supplement thereto contains an untrue statement of a fact which, in
the  reasonable  opinion of counsel for the Initial Purchasers, is material
or  omits  to  state a fact which, in the reasonable opinion of such counsel, is
material  and  is  required  to  be  stated  therein or is necessary to make the
statements  therein  not  misleading.

(i)     All consents, waivers and  approvals (including, but not limited to, the
consents, waivers and approvals referenced below) necessary for the transactions
contemplated  by this Agreement, the Indenture, and the Registration Rights
Agreement,  except  as  may  be  required  under the Securities Act or the Trust
Indenture Act, shall have been obtained and shall be in full force and effect at
the  Closing  Time.

(ii)     All  trust  proceedings  and  other  legal  matters  incident  to  the
authorization,  form  and  validity  of each of this Agreement, the Registration
Rights Agreement, the Indenture, the Securities and the Offering Memorandum, and
other  legal  matters  relating  thereto  and the transactions contemplated
thereby  shall  be  satisfactory  in  all  respects  to  counsel for the Initial
Purchasers,  and  the Company shall have furnished to such counsel all documents
and  information  that  they  may reasonably request to enable them to pass upon
such  matters.

(b)     At  Closing  Time,  you  shall  have  received:

(1)     The favorable opinion, dated as of Closing Time, of Locke Liddell & Sapp
LLP, counsel for the Company and the Company, in form and substance satisfactory
to  counsel  for  the  Initial  Purchasers,  to  the  effect  that:

(i)     The Company has been duly organized and is validly  existing  under  the
laws of  the  State  of  Texas.

(ii)     All  of  the  issued and outstanding common shares of the Company  have
been duly  authorized  and  validly  issued  and  are  fully  paid.

(iii)     The  Company  has  full  power and authority to own, lease and operate
the  Properties  and  to  conduct its  business as  described  in  the  Offering
Memorandum.

(iv)     The  Company is duly qualified as a foreign entity to transact business
and is  in good standing in  each jurisdiction  set  forth on an exhibit to such
counsel's  opinion.

(v)     The authorized, issued and outstanding common shares of the Company  are
as set forth in  the Offering  Memorandum  (as  of  the date set forth therein).


                                    Page 13
<PAGE>



(vi)     This  Agreement  has  been  duly  authorized, executed and delivered by
the Company.

(vii)     The  Indenture has  been duly  and  validly  authorized,  executed and
delivered by the Company and (assuming due authorization, execution and delivery
by  the  Trustee)  constitutes  a  valid  and  legally  binding agreement of the
Company, enforceable against the Company in accordance with its terms, except as
enforcement  thereof  may  be limited by bankruptcy, insolvency, reorganization,
moratorium  or  other  similar  laws  relating to or affecting creditors' rights
generally  or by general equity principles (regardless of whether enforcement is
considered  in  a  proceeding  in  equity  or  at  law).

(viii)     The  Securities are  in  the form contemplated by the Indenture, have
been duly and validly authorized by all necessary action of the Company and such
Securities  have  been  duly  authorized  for issuance and sale pursuant to this
Agreement  and  such  Securities,  when  executed,  authenticated  and delivered
pursuant  to  the  provisions  of  the  Indenture  and  against  payment  of the
consideration therefor specified in this Agreement and the Exchange Offer Notes,
when  executed,  authenticated  and  delivered in the manner provided for in the
Indenture  and  issued  upon  consummation  of  the Exchange Offer in the manner
provided  for  in  the  Registration  Rights Agreement and the Indenture against
payment  of  the  consideration  therefor  in  the  form  of the Securities will
constitute  valid and legally binding obligations of the Company entitled to the
benefits  provided  by  the  Indenture  and  enforceable  against the Company in
accordance  with  their  terms,  except as enforcement thereof may be limited by
bankruptcy, insolvency or other similar laws relating to or affecting creditors'
rights  generally  or  by  general  equity  principles  (regardless  of  whether
enforcement  is  considered  in  a  proceeding  in equity or at law) and will be
entitled  to  the  benefits  of  the  provisions  of  the  Indenture.

(ix)     The  Registration  Rights  Agreement has been duly authorized, executed
and  delivered  by  the  Company  and (assuming due authorization, execution and
delivery  thereof  by the other parties thereto) constitutes a valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms,  except  as  may  be  limited  by bankruptcy, insolvency, reorganization,
moratorium  or  other  laws  affecting creditors' rights generally or by general
equity  principles  (regardless  of  whether  enforcement  is  considered  in  a
proceeding  at  law  or  in  equity).

(x)     To their knowledge, without independent verification, there are no legal
or  governmental proceedings pending or threatened against the Company or any of
its  subsidiaries which are required to be disclosed in the Offering Memorandum,
other  than  those  disclosed  therein.

(xi)     Each  document filed pursuant to the 1934 Act (other than the financial
statements,  schedules  and  other  financial  and  statistical data included or
incorporated  by reference therein, as to which no opinion need be rendered) and
incorporated  or  deemed  to  be  incorporated  by  reference  in  the  Offering
Memorandum complied, when so filed, as to form in all material respects with the
1934  Act  and  the 1934 Act Regulations.  In passing upon compliance as to


                                    Page 14
<PAGE>



form of such documents, such counsel may assume that the statements made therein
are  correct  and  complete.

(xii)     No  authorization,  approval,  permit  or  consent  of  any  court  or
governmental  authority  or  agency  is  required  that has not been obtained in
connection  with  the  consummation by the Company or any of its subsidiaries of
the  transactions  contemplated  by  this  Agreement,  the  Indenture,  or  the
Registration Rights Agreement except such as may be required under the 1933 Act,
the  1934  Act,  the Trust Indenture Act, state securities laws and the National
Association  of  Securities  Dealers  Inc.

(xiii)     None of  the Company or its subsidiaries is, or upon the issuance and
sale  of  the Securities and application of the net proceeds as described in the
Offering  Memorandum  will  be,  required  to  be registered under the 1940 Act.

(xiv)     To  the  best  of  their  knowledge,  there  are  no  contracts,
indentures,  mortgages,  loan  agreements,  notes,  leases  or other instruments
required  to  be  described or referred to in the Offering Memorandum other than
those  described  or referred to therein, the descriptions thereof or references
thereto  are  correct  in  all  material  respects.

(xv)     To  the  best  of  such  counsel's  knowledge except as contemplated in
the  Registration  Rights  Agreement  there  are no persons with registration or
other  similar rights to have any securities registered pursuant to the Exchange
Offer  Registration Statement or the Shelf Registration Statement, or to require
the  Company  to file any other registration statement, as a result of the offer
and  sale  of  the  Exchange  Offer  Notes.

(xvi)     The  execution  and  delivery  of  this  Agreement,  the  Registration
Rights  Agreement  and  the  Indenture, and the consummation of the transactions
contemplated  herein  and  therein  and  compliance  by  the  Company  with  its
obligations  hereunder  and  thereunder  will  not conflict with or constitute a
breach  of,  or  default  under,  or result in the creation or imposition of any
lien, charge or encumbrance upon any Property or assets of the Company or any of
its  subsidiaries pursuant to any contract, indenture, mortgage, loan agreement,
note,  lease or other instrument to which the Company or any of its subsidiaries
is  a  party  or  by which it or any of them may be bound or to which any of the
Properties  or  assets  of  the Company or any of its subsidiaries is subject of
which  such  counsel  has knowledge, nor will such action result in violation of
the  provisions of the agreement of limited partnership, the charter, by-laws or
other  organizational documents of the Company or any of its subsidiaries or any
applicable  law,  administrative  regulation or administrative or court order or
decree  of  which  such  counsel  has  knowledge.

(xvii)     The  Company  has  qualified as a  REIT for its taxable  years  ended
December  31,  1996,  1997, 1998, 1999 and 2000 and the Company is organized and
operates  in a manner that will enable it to qualify to be taxed as a REIT under
the  Code  for the taxable year ended December 31, 2001 and thereafter, provided
the  Company  continues  to  meet  the  asset  composition,  source  of  income,
shareholder  diversification,  distributions,  record  keeping,  and  other


                                    Page 15
<PAGE>



requirements  of  the  Code  which are necessary for the Company to qualify as a
REIT.  The  Securities  will be treated as debt for federal income tax purposes.

(xviii)     The  Securities  and  the Indenture conform in all material respects
to the statements  relating  thereto  contained  in  the  Offering  Memorandum.

(xix)     The  statements  set  forth  in  the Offering Memorandum under the
captions  "Description  of  the  Notes,"  "Exchange Offer; Registration Rights,"
"Notice  to  Investors"  and  "Certain  United  States  Federal  Income  Tax
Considerations,"  to  the  extent  such  statements  constitute  matters of law,
summaries of legal matters, or legal conclusions, have been reviewed by them and
provides  a  fair  summary  of  the  legal  matters  referred  to  therein.

(xx)     Based  upon  and  assuming  the  accuracy  of  the representations  and
warranties, and assuming the due performance of the covenants and agreements, of
the  Company  and  the Initial Purchasers contained in this Agreement, it is not
necessary  in  connection with the offer, sale and delivery of the Securities to
the  Initial  Purchasers under this Agreement, or in connection with the initial
resale  of  the  Securities  by  the  Initial Purchasers in accordance with this
Agreement  and  the  Offering  Memorandum,  to register the Securities under the
Securities  Act;  it  being understood that no opinion is expressed herein as to
any  resale  of  a  Security  subsequent  to  such initial resale thereof by the
Initial  Purchasers.  The  Indenture is qualified under the Trust Indenture Act.

(2)     The  favorable opinion, dated as of Closing Time, of Sidley Austin Brown
&  Wood llp, counsel for the Initial Purchasers, with respect to the matters set
forth  in (i), (vi) to (viii), inclusive, (xviii) and (xx) of subsection (b)(1).

(3)     In  giving  their  opinions  required  by subsections (b)(1) and (b)(2),
respectively,  of this Section, Locke Liddell & Sapp LLP and Sidley Austin Brown
&  Wood  llp  shall  each  additionally  state  that  nothing  has come to their
attention  that  would  lead them to believe that the Offering Memorandum or any
amendment  or  supplement thereto, except for financial statements and schedules
and  other  financial and statistical data included or incorporated by reference
therein,  as  to  which  counsel  need make no statement, as of their respective
dates  or  as of the Closing Time contained or contains an untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to
make  the statements therein, in the light of the circumstances under which they
were  made,  not  misleading.  In  giving their opinions required by subsections
(b)(1)  and  (b)(2), respectively, of this Section, Locke Liddell & Sapp LLP and
Sidley  Austin  Brown  &  Wood llp may rely, (1) as to all matters of fact, upon
certificates and written statements of officers and employees of and accountants
for  the  Company and the Company and (2) with respect to certain other matters,
upon  certificates  of  appropriate  government  officials in such jurisdiction.
Sidley  Austin  Brown  & Wood llp may additionally rely, as to matters involving
the  laws  of  the State of Texas, upon the opinion of Locke Liddell & Sapp LLP.

(c)     At Closing Time, there shall  not have been,  since the respective dates
as  of  which  information  is  given  in the  Offering Memorandum, any material


                                    Page 16
<PAGE>



adverse  change  in  the  condition,  financial  or  otherwise, or the earnings,
business  affairs  or  business  prospects  of  the Company and its subsidiaries
considered  as  one enterprise, or any of the Properties, whether or not arising
in  the  ordinary course of business; no proceedings shall be pending or, to the
knowledge of the Company threatened against the Company, any of its subsidiaries
or  any  of  the Properties before or by any Federal, state or other commission,
board  or  administrative  agency  wherein  an  unfavorable  decision, ruling or
finding  would materially and adversely affect the business, property, financial
condition  or  income  of  the  Company  and its subsidiaries, considered as one
enterprise  or  any of the Properties; and you shall have received a certificate
of  the Chief Executive Officer and President or a Vice President of the Company
and  of  the  chief financial or chief accounting officer of the Company in such
capacity, dated as of the Closing Time, to the effect that (i) there has been no
such  material  adverse  change  and  (ii) the representations and warranties in
Section  1  are  true  and  correct  with  the  same  force and effect as though
expressly  made  at  Closing  Time.

(d)     At  the  date hereof, you shall have received a letter dated  such  date
from  Deloitte  &  Touche LLP, in form and substance satisfactory to you, to the
effect  that  (i)  they  are  independent public accountants with respect to the
Company  and the Company and its subsidiaries within the meaning of the 1933 Act
and  the  1933  Act  Regulations  thereunder;  (ii) it is their opinion that the
consolidated  financial  statements  and  financial  statement  schedules of the
Company  and  its  subsidiaries  included  or  incorporated  by reference in the
Offering  Memorandum  and  audited by them and covered by their opinions therein
comply  as  to  form  in  all  material  respects with the applicable accounting
requirements  of  the  1933  Act  and  the 1933 Act Regulations; (iii) they have
performed  limited procedures, not constituting an audit, including a reading of
the  latest available unaudited interim consolidated financial statements of the
Company,  a  reading  of  the  minute books of the Company, inquiries of certain
officials  of  the  Company who have responsibility for financial and accounting
matters  and  such  other  inquiries  and procedures as may be specified in such
letter,  and  on  the  basis  of such limited review and procedures (which shall
include,  without limitation, the procedures specified by the American Institute
of Certified Public Accountants for a review of interim financial information as
described  in  SAS  No.  71,  Interim Financial Information, with respect to the
unaudited  condensed  consolidated  financial  statements of the Company and its
subsidiaries  included or incorporated by reference in the Offering Memorandum),
nothing  has  come  to their attention which causes them to believe (A) that any
material  modifications  should  be  made  to  the unaudited condensed financial
statements  of  the  Company  and  its  subsidiaries  included  in  the Offering
Memorandum  for  them  to  be  in  conformity with generally accepted accounting
principles  or that such unaudited financial statements do not comply as to form
in all material respects with the applicable accounting requirements of the 1934
Act and the 1934 Act Regulations, or (B) at a specified date not more than three
days  prior  to  Closing  Time,  there has been any change in the capital of the
Company  or  the Company or in the consolidated long term debt of the Company or
the  Company or any decrease in consolidated net current assets or net assets of
the  Company  or  the  Company,  as  compared with the amounts shown in the most
recent  applicable  consolidated  balance  sheet  included  or  incorporated  by
reference  in the Offering Memorandum or, during the period from the date of the
most  recent  consolidated  statement  of operations included or incorporated by
reference  in  the  Offering  Memorandum to a specified date not more than three
days  prior  to  Closing  Time,  there  were any decreases, as compared with the
corresponding  period in the preceding year, in consolidated revenues, operating
income,  funds  from operations, net income or net income per share (in the case
of the Company) of the Company and its subsidiaries, except in all instances for


                                    Page 17
<PAGE>



changes,  increases  or  decreases  which  the Offering Memorandum disclose have
occurred  or  may  occur; and (iv) in addition to the examination referred to in
their opinion and the limited procedures referred to in clause (iii) above, they
have  carried  out certain specified procedures, not constituting an audit, with
respect  to  certain  amounts,  percentages  and financial information which are
included  or  incorporated by reference in the Offering Memorandum and which are
specified  by  you,  and  have  found  such  amounts,  percentages and financial
information to be in agreement with the relevant accounting, financial and other
records  of  the Company and its subsidiaries, as the case may be, identified in
such  letter.

(e)     At Closing Time, counsel  for  the  Initial  Purchasers  shall have been
furnished  with  such documents and opinions as they may require for the purpose
of  enabling  them  to pass upon the issuance and sale of the Securities and the
Exchange Offer Notes as herein contemplated and related proceedings, or in order
to  evidence  the  accuracy of any of the representations or warranties, or
the  fulfillment of any of the conditions, herein contained; and all proceedings
taken  by the Company in connection with the issuance and sale of the Securities
and  the  Exchange  Offer Notes, as herein contemplated shall be satisfactory in
form  and  substance  to  you  and  counsel  for  the  Initial  Purchasers.

(f)     At  or prior to  the Closing Time, the Securities shall be rated "A3" by
Moody's  and  "A"  by  S&P  and  the Company shall have delivered to the Initial
Purchasers  evidence satisfactory to the Initial Purchasers, confirming that the
Securities  have  such ratings; and since the date of the Agreement, there shall
not  have occurred a downgrading in the rating assigned to the Securities by any
"nationally  recognized statistical rating organization" as that term is defined
by  the  Commission for purposes of Rule 436(g)(2) under the Securities Act, and
no such securities rating organization shall have publicly announced that it has
under  surveillance  or  review  any  rating  of  the  Securities.

     If  any  condition  specified in this Section shall not have been fulfilled
when and as required to be fulfilled, this Agreement may be terminated by you by
notice  to  the  Company  at  any  time at or prior to the Closing Time and such
termination shall be without liability of any party to any other party except as
provided  in  Section  4  hereof  and  except that Sections 7, 8, 9 and 14 shall
survive  any  such  termination  and  remain  in  full  force  and  effect.

     Section 6.  Subsequent  Offers  and  Resales  of  the Securities.   Each of
                 ----------------------------------------------------
the  Initial Purchasers and the Company hereby establishes and agrees to observe
the  following  procedures  in  connection  with  the  offer  and  sale  of  the
Securities:

(a)     Offers  and  sales of  the  Securities  will  be  made  by  the  Initial
Purchasers  only  to persons that are reasonably believed to qualify as Eligible
Purchasers.

(b)     None of the Initial  Purchasers nor any affiliate thereof (as defined in
Rule  501(b)  of Regulation D) may solicit any offer to buy or offer to sell the
Securities  by  means of any form of general solicitation or general advertising
(within  the  meaning  of  Regulation  D).

(c)     In the case of a non-bank purchaser of a Security acting as a fiduciary
for one  or  more  third  parties, in connection with an offer and sale to such


                                    Page 18
<PAGE>



purchaser  pursuant to clause (a) above, each third party shall, in the judgment
of  the  applicable  Initial  Purchaser,  be  an  Eligible  Purchaser.

(d)     No  sale  of  Securities to any one  purchaser  shall  be  for less than
$100,000  principal  amount.  No Securities will be issued in a principal amount
less than $100,000. If the purchaser is a non-bank fiduciary acting on behalf of
others,  each  person  for  whom  it  is  acting must purchase at least $100,000
principal  amount  of  the  Securities.

(e)     The transfer restrictions and  the  other  provisions  set  forth in the
Offering  Memorandum,  including the legend required thereby, shall apply to the
Securities except as otherwise agreed by the Company and the Initial Purchasers.
Following  the  sale  of  the  Securities  by  the  Initial  Purchasers  to
subsequent purchasers pursuant to the terms hereof, the Initial Purchasers shall
not  be  liable  or  responsible  to  the  Company  for  any  losses, damages or
liabilities  suffered  or incurred by the Company, including any losses, damages
or  liabilities under the Securities Act, arising from or relating to any resale
or  transfer  of  any  Security.

(f)     In connection with its original placement of the Securities, the Company
agrees  that,  prior  to  any  offer  or resale of the Securities by the Initial
Purchasers,  the Initial Purchasers and counsel for the Initial Purchasers shall
have  the  right to make reasonable due diligence inquiries into the business of
the Company and its subsidiaries.  The Company also agrees to provide answers to
each  prospective  subsequent  purchaser  of  Securities  who  so  requests
concerning the Company and its subsidiaries (to the extent that such information
is available to prospective subsequent purchasers without unreasonable effort or
expense  and to the extent the provision thereof is not prohibited by applicable
law) and the terms and conditions of the offering of the Securities, as provided
in  the  Offering  Memorandum.

(g)     Until  the expiration of two  years  after  the original issuance of the
Securities, the Company will not, and will cause its affiliates not, to purchase
or  agree  to  purchase  or  otherwise  acquire  any  Securities  which are
"restricted  securities" (as such term is defined under Rule 144(a)(3) under the
Securities  Act),  whether  as  beneficial  owner  or otherwise (except as agent
acting  as  a securities broker on behalf of and for the account of customers in
the  ordinary  course  of business in unsolicited broker's transactions) unless,
immediately  upon  any  such purchase, the Company or any affiliate shall submit
such  Securities  to  the  Trustee  for  cancellation.

     Section 7.  Indemnification.   1.  The Company hereby agrees  to  indemnify
                 ---------------
and  hold  harmless each Initial Purchaser and each person, if any, who controls
any  Initial  Purchaser  within  the  meaning  of  Section 15 of the 1933 Act as
follows:

(i)     against  any  and  all  loss,  liability,  claim,  damage  and  expense
whatsoever,  as  incurred, arising out of any untrue statement or alleged untrue
statement  of  a  material  fact  contained  in  the Offering Memorandum (or any
amendment or supplement thereto), or the omission, or alleged omission therefrom
of  a  material  fact  necessary in order to make the statements therein, in the
light  of  the  circumstances  under  which  they  were  made,  not  misleading;

(ii)     against  any  and  all  loss,  liability,  claim,  damage  and  expense
whatsoever,  as  incurred,  to  the  extent  of  the  aggregate  amount  paid in


                                    Page 19
<PAGE>



settlement  of  any  litigation,  or  any  investigation  or  proceeding  by any
governmental agency or body, commenced or threatened, or of any claim whatsoever
based  upon  any  such  untrue statement or omission, or any such alleged untrue
statement  or  omission, if such settlement is effected with the written consent
of  the  indemnifying  party;  and

(iii)     against  any  and  all  expense  whatsoever  (including, the fees  and
disbursements  of  counsel  chosen by the Representative) reasonably incurred in
investigating,  preparing  or  defending  against  any  litigation,  or  any
investigation  or  proceedings  by any governmental agency or body, commenced or
threatened,  or  any  claim  whatsoever  based upon any such untrue statement or
omission,  or  any such alleged untrue statement or omission, to the extent that
any  such  expense  is  not  paid  under  (i)  or  (ii)  above;

provided,  however,  that  this indemnity agreement shall not apply to any loss,
--------   -------
liability,  claim,  damage  or  expense  to the extent arising out of any untrue
statement  or  omission or alleged untrue statement or omission made in reliance
upon  and in conformity with written information furnished to the Company by any
Initial  Purchaser  through you expressly for use in the Offering Memorandum (or
any  amendment  or  supplement  thereto).


(b)     Each  Initial Purchaser severally agrees to indemnify and hold  harmless
the  Company  and the Company, and each person, if any, who controls the Company
or the Company within the meaning of Section 15 of the 1933 Act, against any and
all  loss,  liability,  claim,  damage  and  expense  described in the indemnity
contained  in  subsection  (a)  of this Section, but only with respect to untrue
statements  or omissions, or alleged untrue statements or omissions, made in the
Offering  Memorandum  (or  any amendment or supplement thereto) in reliance upon
and  in  conformity  with  written  information furnished to the Company by such
Initial  Purchaser  through you expressly for use in the Offering Memorandum (or
any  amendment  or  supplement  thereto).

(c)     Each  indemnified  party  shall give  notice  as  promptly as reasonably
practicable  to  each  indemnifying  party of any action commenced against it in
respect  of which indemnity may be sought hereunder, but failure to so notify an
indemnifying  party shall not relieve such indemnifying party from any liability
which  it  may  have  otherwise than on account of this indemnity agreement.  An
indemnifying  party  may  participate  at its own expense in the defense of such
action.  If  it so elects within a reasonable time after receipt of such notice,
an  indemnifying  party,  jointly  with any other indemnifying parties receiving
such notice, may assume the defense of such action with counsel chosen by it and
approved  by  the indemnified parties defendant in such action, unless such
indemnified  parties  reasonably  object  to  such assumption on the ground that
there  may  be  legal  defenses available to them which are different from or in
addition  to  those  available  to  such indemnifying party.  If an indemnifying
party  assumes the defense of such action, the indemnifying parties shall not be
liable for any fees and expenses of counsel for the indemnified parties incurred
thereafter  in  connection  with such action. In no event shall the indemnifying
parties be liable for fees and expenses of more than one counsel (in addition to
any  local  counsel) separate from their own counsel for all indemnified parties
in  connection with any one action or separate but similar or related actions in
the  same  jurisdiction  arising  out  of  the  same  general  allegations  or
circumstances.


                                    Page 20
<PAGE>



     Section 8.  Contribution.   In  order  to  provide  for  just and equitable
                 ------------
contribution incircumstances  in which the indemnity agreement provided for in
Section  7 is for any reason held to be unenforceable by the indemnified parties
although  applicable  in  accordance with its terms, the Company on the one hand
and  the  Initial  Purchasers  on  the  other  shall contribute to the aggregate
losses,  liabilities, claims, damages and expenses of the nature contemplated by
said  indemnity agreement incurred by the Company and the Initial Purchasers, as
incurred,  in  such  proportions that the Initial Purchasers are responsible for
that  portion  represented  by the percentage that the discount appearing on the
cover  page  of the applicable Offering Memorandum bears to the initial offering
price  appearing  thereon  and  the  Company  is  responsible  for  the balance;
provided, however, that no person guilty of fraudulent misrepresentation (within
--------  -------
the  meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from  any  person  who  was  not  guilty  of  such fraudulent misrepresentation.
Notwithstanding  the provisions of this Section 8, no Initial Purchaser shall be
required  to  contribute  any  amount in excess of the amount by which the total
price at which the Securities purchased by it pursuant to this Agreement exceeds
the  amount  of  any  damages  which  such  Initial Purchaser has otherwise been
required  to  pay  in  respect  of such losses, liabilities, claims, damages and
expenses.  For  purposes  of  this Section, each person, if any, who controls an
Initial  Purchaser  within  the meaning of Section 15 of the 1933 Act shall have
the  same  rights  to contribution as such Initial Purchaser and each person, if
any,  who  controls the Company within the meaning of Section 15 of the 1933 Act
shall  have  the  same  rights  to  contribution  as  the  Company.  The Initial
Purchasers'  obligations to contribute pursuant to this Section 8 are several in
proportion  to their respective purchase commitments and not joint. For purposes
of  this  Section  8, the Company and its subsidiaries shall be deemed one party
jointly  and  severally  liable  for  any  obligations  hereunder.

     Section 9.  Representations, Warranties and Agreements to Survive Delivery.
                 --------------------------------------------------------------
All representations,  warranties and agreements contained in  this Agreement, or
contained  in certificates of officers of the Company submitted pursuant hereto,
shall  remain  operative  and  in  full  force  and  effect,  regardless  of any
termination  of  this  Agreement,  or  investigation made by or on behalf of any
Initial  Purchaser or any controlling person, or by or on behalf of the Company,
and  shall  survive  delivery  of  and  payment  for  the  Securities.

     Section 10. Termination  of  Agreement.
                 --------------------------

(a)     You may also terminate  this Agreement, by notice to the Company, at any
time  at  or  prior to the Closing Time (i) if there has been, since the date of
this Agreement or since the respective dates as of which information is given in
the  Offering  Memorandum,  any  material  adverse change in the condition,
financial  or  otherwise,  or  in  the  earnings,  business  affairs or business
prospects  of  the  Company  and  any  of  its  subsidiaries  considered  as one
enterprise,  whether  or not arising in the ordinary course of business, or (ii)
if  there  has  occurred any material adverse change in the financial markets in
the  United  States  or  elsewhere  or any outbreak of hostilities or escalation
thereof  or  other calamity or crisis the effect of which is such as to make it,
in  your  judgment,  impracticable to market the Securities or enforce contracts
for  the sale of the Securities, or (iii) if trading in any of the securities of
the  Company  has  been  suspended  or limited by the Commission or the New York
Stock Exchange, or if trading generally on either the New York Stock Exchange or
the American Stock Exchange has been suspended or limited, or minimum or maximum
prices  for trading have been fixed, or maximum ranges for prices for securities


                                    Page 21
<PAGE>



have been required, by either of said Exchanges or by order of the Commission or
any  other  governmental authority, or if a banking moratorium has been declared
by  either  Federal  or New York authorities, or (iv) the rating assigned by any
nationally  recognized  statistical rating organization to any securities of the
Company  as  of  the date of this Agreement shall have been lowered or withdrawn
since such date or if any such rating organization shall have publicly announced
that  it  has placed any securities of the Company under surveillance or review.

(b)     If  this  Agreement  is  terminated pursuant to this  Section  10,  such
termination shall be without liability of any party to any other party except as
provided  in Sections 4 and 11 hereof and provided further that Sections 4,
7,  8,  9  and 14 hereof shall survive such termination and remain in full force
and  effect.

     Section 11. Default  by  One or More of the Initial Purchasers.  If  one or
                 --------------------------------------------------
more  of  the  Initial Purchasers shall fail at the Closing Time to purchase the
Securities  which it or they are obligated to purchase under this Agreement (the
"Defaulted  Securities"),  then  you  shall  have  the  right,  within  24 hours
thereafter,  to  make arrangements for one or more of the non-defaulting Initial
Purchasers,  or any other initial purchasers, to purchase all, but not less than
all,  of the Defaulted Securities in such amounts as may be agreed upon and upon
the  terms  herein  set  forth;  if,  however, you shall not have completed such
arrangements  within  such  24-hour  period,  then:

(a)     if  the  aggregate principal amount of Defaulted Securities does not
exceed  10%  of  the  aggregate  principal  amount of Securities to be purchased
pursuant  to  this  Agreement,  the  non-defaulting  Initial Purchasers shall be
obligated, severally and not jointly, to purchase the full amount thereof in the
proportions  that their respective obligations hereunder bear to the obligations
of  all  non-defaulting  Initial  Purchasers,  or

(b)     if the aggregate principal amount of Defaulted Securities exceeds 10% of
the  aggregate  principal  amount of Securities to be purchased pursuant to this
Agreement,  this  Agreement shall terminate without liability on the part of any
non-defaulting  Initial  Purchasers.

     No  action  taken  pursuant  to  this  Section shall relieve any defaulting
Initial  Purchasers  from  liability  in  respect  of  its  default  under  this
Agreement.

     In  the event of any such default which does not result in a termination of
this  Agreement,  either you or the Company shall have the right to postpone the
Closing  Time  for  a  period  not  exceeding  seven days in order to effect any
required  changes  in  the  Offering  Memorandum  or  in  any other documents or
arrangements.  As  used herein, the term "Initial Purchaser" includes any person
substituted  for  an  Initial  Purchaser  under  this  Section  11.

     Section 12. Notices.   All notices and other communications hereunder shall
                 -------
be  in  writing  and  shall  be  deemed  to  have  been  duly given if mailed or
transmitted  by  any  standard form of telecommunication. Notices to the Initial
Purchasers  shall be directed to them c/o Banc of America Securities LLC at Bank
of  America  Corporate Center, NC1-007-07-01, 100 North Tryon Street, Charlotte,
NC,  28255,  Attention:  Lynn  T. McConnell; and notices to the Company shall be
directed  to  it  at  2600 Citadel Plaza Drive, Suite 300, Houston, Texas 77008,
Attention:  Stephen  C.  Richter,  Executive  Vice President and Chief Financial
Officer.


                                    Page 22
<PAGE>



     Section 13. Parties.   This Agreement shall  inure to the benefit of and be
                 -------
binding  upon  the  parties  hereto  and  their  respective  successors. Nothing
expressed  or  mentioned  in this Agreement is intended or shall be construed to
give any person, firm or corporation, other than those referred to in Sections 7
and  8  and  their  successors,  heirs  and  legal representatives, any legal or
equitable  right,  remedy  or claim under or in respect of this Agreement or any
provision  herein  contained.  This  Agreement and all conditions and provisions
hereof  are  intended  to  be  for the sole and exclusive benefit of the parties
hereto and their respective successors and said controlling persons and officers
and  directors and their heirs and legal representatives, and for the benefit of
no  other  person,  firm  or  corporation.  No  purchaser of Securities from any
Initial  Purchaser  shall  be  deemed to be a successor by reason merely of such
purchase.

     Section 14. Governing Law and Time.   This Agreement  shall  be governed by
                 ----------------------
and construed in accordance with the laws of the State of New York applicable to
agreements  made and to be performed in said State. Specified times of day refer
to  New  York  City  time.

     Section 15. Counterparts.  This  Agreement  may be executed in one or  more
                 ------------
counterparts,  and  if  executed  in  more  than  one  counterpart  the executed
counterparts  shall  constitute  a  single  instrument.


                                    Page 23
<PAGE>



     If the foregoing is in accordance with your understanding of our agreement,
please  sign  and  return  to  the  Company a counterpart hereof, whereupon this
instrument,  along with all counterparts will become a binding agreement between
you  and  the  Company  in  accordance  with  its  terms.

                                           Very  truly  yours,

                                           WEINGARTEN  REALTY  INVESTORS

                                           By:  ________________________________
                                           Name:________________________________
                                           Title:_______________________________



CONFIRMED  AND  ACCEPTED,
  as  of  the  date  first
  above  written:


BANC  OF  AMERICA  SECURITIES  LLC
J.P.  MORGAN  SECURITIES  INC.
BANC  ONE  CAPITAL  MARKETS,  INC.
COMMERZBANK  CAPITAL  MARKETS  CORP.
DAIWA  SECURITIES  SMBC  EUROPE  LIMITED
FIRST  UNION  SECURITIES,  INC.
PNC  CAPITAL  MARKETS,  INC.
SOUTHTRUST  SECURITIES,  INC.
WELLS  FARGO  BROKERAGE  SERVICES,  LLC.


By:  Banc  of  America  Securities  LLC


By:  ___________________________________
Name:  _________________________________
Title:  ________________________________

On  behalf  of  the  other  Initial  Purchasers


                                    Page 24
<PAGE>



<TABLE>
<CAPTION>

SCHEDULE 1
<S>                                   <C>
                                      Principal Amount
Initial Purchaser                       of Securities
------------------------------------  ----------------
Banc of America Securities LLC . . .  $   159,000,000
J.P. Morgan Securities Inc.. . . . .       20,000,000
Banc One Capital Markets, Inc. . . .        3,000,000
Commerzbank Capital Markets Corp.. .        3,000,000
Daiwa Securities SMBC Europe Limited        3,000,000
First Union Securities, Inc. . . . .        3,000,000
PNC Capital Markets, Inc.. . . . . .        3,000,000
SouthTrust Securities, Inc.. . . . .        3,000,000
Wells Fargo Brokerage Services, LLC.        3,000,000
                                      ----------------
                                      $   200,000,000
                                      ================
</TABLE>