EXHIBIT 4.3


                          REGISTRATION RIGHTS AGREEMENT


     THIS  REGISTRATION  RIGHTS  AGREEMENT (the "Agreement") is made and entered
                                                 ---------
into  as of July 12, 2001 among Weingarten Realty Investors, a Texas real estate
investment  trust  (the  "Company"),  and the Initial Purchasers (as hereinafter
                          -------
defined).

     This  Agreement  is  made pursuant to the Purchase Agreement dated July 12,
2001  (the  "Purchase  Agreement"), among the Company, as issuer of the 7% Notes
             -------------------
due  2011  (the  "Notes"), and the Initial Purchasers, which provides for, among
                  -----
other things, the sale by the Company to the Initial Purchasers of the aggregate
principal  amount  of  Notes  specified therein.  In order to induce the Initial
Purchasers  to  enter  into  the  Purchase  Agreement, the Company has agreed to
provide  to the Initial Purchasers and their direct and indirect transferees the
registration  rights set forth in this Agreement.  The execution and delivery of
this  Agreement  is  a  condition  to  the closing under the Purchase Agreement.

In  consideration  of  the  foregoing,  the  parties  hereto  agree  as follows:

1.     Definitions.  As  used  in  this  Agreement,  the  following  capitalized
       -----------
defined  terms  shall  have  the  following  meanings:

     "Advice"  shall have the meaning set forth in the last paragraph of Section
      ------
3  hereof.

     "Affiliate"  has  the  same meaning as given to that term in Rule 405 under
      ---------
the  Securities  Act  or  any  successor  rule  thereunder.

"Applicable  Period"  shall  have  the meaning set forth in Section 3(s) hereof.
 ------------------

"Business  Day" means any day other than a Saturday, a Sunday, or a day on which
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banking  institutions  in The City of New York are authorized or required by law
or  executive  order  to  remain  closed.

"Closing Time" shall mean the Closing Time as defined in the Purchase Agreement.
 ------------

"Company" shall have the meaning set forth in the preamble to this Agreement and
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also  includes  the  Company's  successors  and  permitted  assigns.

"Depositary"  shall  mean  The Depository Trust Company, or any other depositary
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appointed  by  the Company; provided, however, that such depositary must have an
                            --------  -------
address  in  the  Borough  of  Manhattan,  The  City  of  New  York.

"Effectiveness  Period" shall have the meaning set forth in Section 2(b) hereof.
 ---------------------

"Exchange  Act"  shall mean the Securities Exchange Act of 1934, as amended from
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time  to  time.

"Exchange  Notes"  shall  mean the 7% Notes due 2011 issued by the Company under
 ---------------
the  Indenture  containing terms identical in all material respects to the Notes


<PAGE>



(except  that  (i)  interest  thereon  shall  accrue from the last date on which
interest  was paid or duly provided for on the Notes or, if no such interest has
been  paid,  from  the  date of their original issue, (ii) they will not contain
terms  with respect to transfer restrictions under the Securities Act, and (iii)
they will not provide for any Penalty Interest thereon) to be offered to Holders
of  Notes  in  exchange  for  Notes  pursuant  to  the  Exchange  Offer.

"Exchange  Offer" shall mean the offer by the Company to the Holders to exchange
 ---------------
all  of  the Registrable Securities for a like amount of Exchange Notes pursuant
to  Section  2(a)  hereof.

"Exchange Offer Registration" shall mean a registration under the Securities Act
 ---------------------------
effected  pursuant  to  Section  2(a)  hereof.

"Exchange  Offer  Registration  Statement"  shall  mean  an  exchange  offer
 ----------------------------------------
registration  statement  on  Form S-4 (or, if applicable, on another appropriate
form),  and  all  amendments  and supplements to such registration statement, in
each  case  including the Prospectus contained therein, all exhibits thereto and
all  documents  incorporated  by  reference  therein.

"Exchange  Period"  shall  have  the  meaning  set forth in Section 2(a) hereof.
 ----------------

"Holder"  shall  mean  any  Initial  Purchaser,  for  so  long  as  it  owns any
 ------
Registrable  Securities,  and  each  of  its  successors, assigns and direct and
indirect  transferees  who  become  registered  owners of Registrable Securities
under  the  Indenture.

"Indenture"  shall  mean  the  Indenture,  dated  as of May 1, 1995, between the
 ---------
Company,  as  issuer, and Chase Bank of Texas, National Association, as trustee,
as  the same may be amended or supplemented from time to time in accordance with
the  terms  thereof.

"Initial  Purchasers"  shall  mean  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. and Wells Fargo Brokerage
Services,  LLC.

"Inspectors"  shall  have  the  meaning  set  forth  in  Section  3(n)  hereof.
 ----------

"Issue Date" shall mean July 17, 2001, the initial date of delivery of the Notes
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from  the  Company  to  the  Initial  Purchasers.

"Issuer"  shall  mean  the  Company  as  defined  in  the  preamble  hereto.
 ------

"Majority  Holders"  shall  mean  the  Holders  of  a  majority of the aggregate
 -----------------
principal  amount  of  outstanding  Notes  and  Exchange  Notes.

"Notes"  shall  have  the  meaning  set forth in the preamble to this Agreement.
 -----

"Participating  Broker-Dealer"  shall have the meaning set forth in Section 3(t)
 ----------------------------
hereof.

"Penalty Interest"  shall  have  the  meaning  set forth in Section 2(e) hereof.
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                                     Page 2
<PAGE>



"Person"  shall  mean  an  individual,  partnership,  corporation,  trust  or
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unincorporated  organization,  limited liability corporation, or a government or
agency  or  political  subdivision  thereof.

"Prospectus"  shall  mean  the  prospectus included in a Registration Statement,
 ----------
including  any  preliminary  prospectus,  and  any such prospectus as amended or
supplemented  by  any  prospectus  supplement, including a prospectus supplement
with  respect  to  the  terms  of the offering of any portion of the Registrable
Securities  covered  by  a  Shelf  Registration  Statement,  and  by  all  other
amendments and supplements to a prospectus, including post-effective amendments,
and  in  each  case  including  all documents incorporated by reference therein.

"Purchase  Agreement"  shall  have the meaning set forth in the preamble to this
 -------------------
Agreement.

"Records"  shall  have  the  meaning  set  forth  in  Section  3(n)  hereof.
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"Registrable Securities" shall mean the Notes; provided, however, that any Notes
 ----------------------                        --------  -------
shall cease to be Registrable Securities when any of the following occurs: (i) a
Registration  Statement  with  respect  to such Notes for the exchange or resale
thereof  shall  have  been  declared effective under the Securities Act and such
Notes  shall have been disposed of pursuant to such Registration Statement, (ii)
such  Notes  shall  have been sold to the public pursuant to Rule 144(k) (or any
similar  provision then in force, but not Rule 144A) under the Securities Act or
are  eligible  to  be  sold  without restriction as contemplated by Rule 144(k),
(iii)  such  Notes  shall have ceased to be outstanding or (iv) such Notes shall
have been exchanged for Exchange Notes and are thereafter freely tradable by the
Holder  thereof  (other  than  an  Affiliate  of  the  Company).

"Registration  Expenses" shall mean any and all expenses incident to performance
 ----------------------
of  or  compliance  by  the  Company  with  this  Agreement,  including  without
limitation:  (i)  all  SEC  or  National Association of Securities Dealers, Inc.
(the  "NASD")  registration  and filing fees, including, if applicable, the fees
       ----
and  expenses of any "qualified independent underwriter" and its counsel that is
required  to  be  retained by any Holder of Registrable Securities in accordance
with  the rules and regulations of the NASD, (ii) all fees and expenses incurred
in  connection with compliance with state securities or blue sky laws (including
reasonable  fees  and  disbursements  of  one  counsel  for all underwriters and
Holders  as  a  group  in  connection  with blue sky qualification of any of the
Exchange  Notes  or Registrable Securities) and compliance with the rules of the
NASD,  (iii) all expenses of any Persons in preparing or assisting in preparing,
word  processing,  printing  and  distributing  any  Registration Statement, any
Prospectus  and  any  amendments  or  supplements  thereto,  and in preparing or
assisting  in  preparing, printing and distributing any underwriting agreements,
securities  sales  agreements and other documents relating to the performance of
and  compliance  with  this Agreement, (iv) all rating agency fees, (v) the fees
and  disbursements  of  counsel for the Company and of the independent certified
public  accountants of the Company, including the expenses of any "cold comfort"
letters  required  by or incident to the performance of and compliance with this
Agreement,  (vi) the reasonable fees and expenses of the Trustee and its counsel
and  any exchange agent or custodian, and (vii) the reasonable fees and expenses
of  any  special  experts  retained  by  the  Company  in  connection  with  any
Registration  Statement.


                                     Page 3
<PAGE>



"Registration  Statement"  shall  mean any registration statement of the Company
 -----------------------
which  covers  the  Registrable  Securities  pursuant  to the provisions of this
Agreement,  and  all  amendments  and  supplements  to  any  such  Registration
Statement,  including  post-effective  amendments,  in  each  case including the
Prospectus  contained  therein,  all  exhibits  thereto  and  all  documents
incorporated  by  reference  therein.

"Rule  144(k) Period" shall mean the period of two years (or such shorter period
 -------------------
as  may  hereafter  be  referred  to in Rule 144(k) under the Securities Act (or
similar  successor  rule))  commencing  on  the  Issue  Date.

"SEC"  shall  mean  the  Securities  and  Exchange  Commission.
 ---

"Securities  Act" shall mean the Securities Act of 1933, as amended from time to
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time.

"Shelf Registration" shall mean a registration effected pursuant to Section 2(b)
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hereof.

"Shelf  Registration  Event"  shall  have  the meaning set forth in Section 2(b)
 --------------------------
hereof.

"Shelf Registration Event Date" shall have the meaning set forth in Section 2(b)
 -----------------------------
hereof.

"Shelf  Registration  Statement"  shall mean a "shelf" registration statement of
 ------------------------------
the  Company  pursuant to the provisions of Section 2(b) hereof which covers all
of  the  Registrable Securities (except Registrable Securities which the Holders
have  elected not to include in such Shelf Registration Statement or the Holders
of  which  have  not  complied  with  their  obligations  under  the penultimate
paragraph  of  Section  3  hereof  or  under the first paragraph of Section 2(b)
hereof)  on  an appropriate form under Rule 415 under the Securities Act, or any
similar  rule that may be adopted by the SEC, and all amendments and supplements
to  such  registration  statement,  including post-effective amendments, in each
case  including  the  Prospectus contained therein, all exhibits thereto and all
documents  incorporated  by  reference  therein.

"TIA"  shall  have  the  meaning  set  forth  in  Section  3(k)  hereof.
 ---

"Trustee"  shall  mean  the  trustee  under  the  Indenture.
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          2.     Registration  Under  the  Securities  Act.
                 -----------------------------------------

(a)  Exchange  Offer.  Except  as  set  forth in Section 2(b) below, the Company
     ---------------
shall, for the benefit of the Holders, at the Company's cost, use its reasonable
best  efforts  to (i) file with the SEC within 120 calendar days after the Issue
Date  an  Exchange Offer Registration Statement on an appropriate form under the
Securities  Act  relating  to the Exchange Offer, (ii) cause such Exchange Offer
Registration  Statement to be declared effective under the Securities Act by the
SEC  not  later  than  the date which is 165 calendar days after the Issue Date,
(iii)  keep  such  Exchange  Offer Registration Statement effective for not less
than  30  calendar days (or longer if required by applicable law) after the date
notice  of  the  Exchange  Offer  is  mailed  to  the Holders and (iv) cause the
Exchange  Offer to be consummated within 195 calendar days after the Issue Date.
Promptly  after  the effectiveness of the Exchange Offer Registration Statement,
the  Company  shall  commence the Exchange Offer, it being the objective of such


                                     Page 4
<PAGE>



Exchange  Offer  to  enable  each  Holder  eligible  and  electing  to  exchange
Registrable  Securities  for a like principal amount of Exchange Notes (provided
that  such  Holder  (i)  is  not  an  Affiliate  of  the  Company, (ii) is not a
broker-dealer  tendering  Registrable  Securities  acquired  directly  from  the
Company,  (iii)  acquires  the  Exchange  Notes  in  the ordinary course of such
Holder's business and (iv) has no arrangements or understandings with any Person
to  participate  in  the  Exchange  Offer  for  the  purpose of distributing the
Exchange  Notes)  to  transfer  such Exchange Notes from and after their receipt
without any limitations or restrictions under the Securities Act and under state
securities  or  blue  sky  laws.

In  connection  with  the  Exchange  Offer,  the  Company  shall:

     (i)  mail  to  each  Holder  a  copy  of the Prospectus forming part of the
Exchange  Offer  Registration  Statement, together with an appropriate letter of
transmittal  and  related  documents;

     (ii)  keep  the Exchange Offer open for acceptance for a period of not less
than  30  days after the date notice thereof is mailed to the Holders (or longer
if  required by applicable law) (such period referred to herein as the "Exchange
Period");
 -------- ------

     (iii)  utilize  the  services of the Depositary for the Exchange Offer with
respect  to  Notes  represented  by  a  global  certificate;

     (iv) permit Holders to withdraw tendered Registrable Securities at any time
prior  to the close of business, New York City time, on the last Business Day of
the  Exchange  Period,  by sending to the institution specified in the notice to
Holders,  a  telegram, telex, facsimile transmission or letter setting forth the
name  of  such  Holder, the principal amount of Registrable Securities delivered
for  exchange,  and  a statement that such Holder is withdrawing his election to
have  such  Registrable  Securities  exchanged;

     (v)  notify  each Holder that any Registrable Security not tendered by such
Holder  in  the  Exchange  Offer  will remain outstanding and continue to accrue
interest but will not retain any rights under this Agreement (except in the case
of  the Initial Purchasers and Participating Broker-Dealers as provided herein);
and

     (vi)  otherwise comply in all respects with all applicable laws relating to
the  Exchange  Offer.

           As  soon  as  practicable after the close of the  Exchange Offer, the
Company shall:

     (i) accept for exchange all Registrable Securities or portions thereof duly
tendered  and not validly withdrawn pursuant to the Exchange Offer in accordance
with  the  terms  of  the  Exchange  Offer  Registration Statement and letter of
transmittal  which  is  an  exhibit  thereto;

     (ii) deliver, or cause to be delivered, to the Trustee for cancellation all
Registrable  Securities  or  portions  thereof  so  accepted for exchange by the
Company;  and

     (iii)  issue,  and  cause  the  Trustee  under  the  Indenture  to promptly
authenticate  and  deliver  to  each  Holder,  Exchange Notes equal in principal
amount  to  the principal amount of the Notes as are surrendered by such Holder.


                                     Page 5
<PAGE>



     Interest  on  each Exchange Note issued pursuant to the Exchange Offer will
accrue from the last date on which interest was paid or duly provided for on the
Note  surrendered  in exchange therefor or, if no interest has been paid on such
Note,  from  the  Issue  Date.  To  the  extent  not  prohibited  by  any law or
applicable  interpretation  of  the  staff  of  the  SEC,  the Company shall use
reasonable  best  efforts  to complete the Exchange Offer as provided above, and
shall  comply  with  the  applicable  requirements  of  the  Securities Act, the
Exchange  Act  and  other applicable laws in connection with the Exchange Offer.
The  Exchange  Offer  shall  not  be  subject  to  any conditions other than the
conditions  referred  to  in Section 2(b)(i) and (ii) below and those conditions
that  are  customary  in  similar  exchange  offers.  Each Holder of Registrable
Securities who wishes to exchange such Registrable Securities for Exchange Notes
in the Exchange Offer will be required to make certain customary representations
in  connection therewith, including, in the case of any Holder,  representations
that  (i)  it is not an Affiliate of the Company, (ii) it is not a broker-dealer
tendering  Registrable  Securities acquired directly from the Company, (iii) the
Exchange Notes to be received by it are being acquired in the ordinary course of
its  business and (iv) at the time of the Exchange Offer, it has no arrangements
or understandings with any Person to participate in the distribution (within the
meaning  of the Securities Act) of the Exchange Notes.  The Company shall inform
the  Initial  Purchasers,  after consultation with the Trustee, of the names and
addresses  of  the  Holders  to whom the Exchange Offer is made, and the Initial
Purchasers  shall  have the right to contact such Holders in order to facilitate
the  tender  of  Registrable  Securities  in  the  Exchange  Offer.

     Upon  consummation  of  the  Exchange Offer in accordance with this Section
2(a),  the  provisions  of  this  Agreement  shall  continue  to  apply, mutatis
                                                                         -------
mutandis,  solely  with  respect  to  Exchange  Notes  held  by  Participating
--------
Broker-Dealers, and the Company shall have no further obligation to register the
Registrable  Securities  held  by  any  Holder  pursuant to Section 2(b) of this
Agreement.

     (b)  Shelf  Registration.  If  (i)  because  of  any  change  in  law or in
          -------------------
currently  prevailing  interpretations  thereof  by  the  staff  of the SEC, the
Company is not permitted to effect the Exchange Offer as contemplated by Section
2(a)  hereof,  (ii)  the Exchange Offer is not consummated within 195 days after
the  Issue  Date or (iii) upon the request of any Initial Purchaser with respect
to  any  Registrable  Securities  held  by  it, if such Initial Purchaser is not
permitted, in the reasonable opinion of Sidley Austin Brown & Wood llp, pursuant
to  applicable  law  or  applicable  interpretations of the staff of the SEC, to
participate in the Exchange Offer and thereby receive securities that are freely
tradeable  without  restriction under the Securities Act and applicable blue sky
or  state  securities  laws (other than due solely to the status of such Initial
Purchaser  as  an  Affiliate  of  the  Company  or  as  a  Participating
Broker-Dealer)(any  of the events specified in (i), (ii) or (iii) being a "Shelf
                                                                           -----
Registration Event", and the date of occurrence thereof, the "Shelf Registration
------------------                                            ------------------
Event  Date"),  then  in addition to or in lieu of conducting the Exchange Offer
-----------
contemplated  by  Section  2(a),  as the case may be, the Company shall promptly
notify  the  Holders in writing thereof and shall, at its cost, file as promptly
as  practicable  after  such  Shelf  Registration  Event Date and, in any event,
within  30  days  after such Shelf Registration Event Date, a Shelf Registration
Statement  providing  for  the  sale  by  the  Holders of all of the Registrable
Securities  (other than Registrable Securities owned by Holders who have elected
not  to include such Registrable Securities in such Shelf Registration Statement
or  who have not complied with their obligations under the penultimate paragraph
of  Section  3 hereof or under this paragraph, and shall use its reasonable best
efforts  to  cause such Shelf Registration Statement to be declared effective by


                                     Page 6
<PAGE>



the  SEC  as  soon  as practicable. No Holder of Registrable Securities shall be
entitled  to include any of its Registrable Securities in any Shelf Registration
pursuant  to this Agreement unless and until such Holder agrees in writing to be
bound  by  all of the provisions of this Agreement applicable to such Holder and
furnishes  to  the Company in writing, within 15 days after receipt of a request
therefor,  such  information  as  the Company may, after conferring with counsel
with regard to information relating to Holders that would be required by the SEC
to  be  included  in  such  Shelf  Registration Statement or Prospectus included
therein, reasonably request for inclusion in any Shelf Registration Statement or
Prospectus  included therein.  Each Holder as to which any Shelf Registration is
being  effected agrees to furnish to the Company all information with respect to
such  Holder  necessary  to  make  the  information  previously furnished to the
Company  by  such  Holder  not  materially  misleading.

The  Company  agrees  to  use  its  reasonable  best  efforts  to keep the Shelf
Registration  Statement  continuously  effective  and  the Prospectus usable for
resales  for  the earlier of: (a) the Rule 144(k) Period or (b) such time as all
of  the  securities  covered  by the Shelf Registration Statement have been sold
pursuant  to  the  Shelf  Registration  Statement  or  cease  to  be Registrable
Securities  (the  "Effectiveness  Period").  The  Company  shall  not permit any
                   ---------------------
securities  other  than  (i)  the  Company's  issued  and outstanding securities
possessing incidental registration rights and (ii) Registrable Securities, to be
included  in  the  Shelf  Registration.  The  Company will, in the event a Shelf
Registration  Statement  is  declared  effective,  provide  to  each  Holder  of
Registrable  Securities  covered  thereby  a  reasonable number of copies of the
Prospectus which is a part of the Shelf Registration Statement, notify each such
Holder  when  the  Shelf  Registration  has  become effective and take any other
action  required  to  permit unrestricted resales of the Registrable Securities.
The  Company  further  agrees,  if  necessary,  to supplement or amend the Shelf
Registration  Statement,  if  required by the rules, regulations or instructions
applicable  to  the  registration  form  used  by  the  Company  for  such Shelf
Registration  Statement  or  by  the  Securities  Act  or by any other rules and
regulations  thereunder  for  shelf  registrations,  and  the  Company agrees to
furnish  to  the  Holders  of  Registrable  Securities  covered  by  such  Shelf
Registration Statement copies of any such supplement or amendment promptly after
its  being  used  or  filed  with  the  SEC.

     (c)  Expenses.  The  Company  shall  pay  all  Registration  Expenses  in
          --------
connection with any Registration Statement filed pursuant to Section 2(a) and/or
2(b)  hereof  and  will reimburse the Initial Purchasers for the reasonable fees
and  disbursements of Sidley Austin Brown & Wood llp incurred in connection with
the  Exchange  Offer.  Except  as  provided  herein,  each  Holder shall pay all
expenses  of  its  counsel,  underwriting discounts and commissions and transfer
taxes,  if any, relating to the sale or disposition of such Holder's Registrable
Securities  pursuant  to  the  Shelf  Registration  Statement.

     (d)  Effective  Registration  Statement.  An  Exchange  Offer  Registration
          ----------------------------------
Statement  pursuant  to  Section  2(a)  hereof or a Shelf Registration Statement
pursuant  to  Section  2(b)  hereof  will not be deemed to have become effective
unless  it  has  been declared effective by the SEC; provided, however, that if,
                                                     --------  -------
after  it  has  been  declared effective, the offering of Registrable Securities
pursuant  to  such  Exchange  Offer Registration Statement or Shelf Registration
Statement  is  interfered  with  by any stop order, injunction or other order or
requirement  of the SEC or any other governmental agency or court, such Exchange
Offer  Registration Statement or Shelf Registration Statement will be deemed not


                                     Page 7
<PAGE>



to  have  been  effective  during  the  period  of  such interference, until the
offering  of  Registrable Securities pursuant to such Registration Statement may
legally resume.  The Company will be deemed not to have used its reasonable best
efforts  to  cause  the  Exchange  Offer  Registration  Statement  or  the Shelf
Registration  Statement,  as the case may be, to become, or to remain, effective
during the requisite period if it voluntarily takes any action that would result
in  any  such  Registration Statement not being declared effective or that would
result  in  the Holders of Registrable Securities covered thereby not being able
to  exchange  or  offer and sell such Registrable Securities during that period,
unless  such  action  is  required  by  applicable  law.

(e)  Penalty  Interest.  In  the  event  that:
     -----------------

     (i)  the Exchange Offer Registration Statement is not filed with the SEC on
or  prior  to  the 120th day after the Issue Date, then, commencing on the 121st
day  after  the  Issue  Date,  a  Penalty Interest shall accrue on the principal
amount  of  the  Notes  at  a  rate  of  0.25%  per  annum;

     (ii)  the  Exchange  Offer Registration Statement is not declared effective
by  the  SEC on or prior to the 165th day after the Issue Date, then, commencing
on  the  166th  day after the Issue Date, a Penalty Interest shall accrue on the
principal  amount  of  the  Notes  at  a  rate  of  0.25%  per  annum;

     (iii)  (A)  the  Company  has  not  exchanged  Exchange Notes for all Notes
validly tendered, in accordance with the terms of the Exchange Offer on or prior
to the 195th day after the Issue Date or (B) if the Shelf Registration Statement
is  required  to be filed pursuant to Section 2(b) but is not declared effective
by  the  SEC on or prior to the 240th day after the Issue Date, then, commencing
on  the  241st  day after the Issue Date, a Penalty Interest shall accrue on the
principal  amount  of  the  Notes  at  the  rate  of  0.25%  per  annum;  or

     (iv)  the Shelf Registration Statement has been declared effective and such
Shelf  Registration Statement ceases to be effective or the Prospectus ceases to
be  usable  for  resales  (A)  at  any  time  prior  to  the  expiration  of the
Effectiveness Period or (B) if related to corporate developments, public filings
or  similar  events  or  to  correct  a material misstatement or omission in the
Prospectus,  for  more  than  60  days  (whether  or  not  consecutive)  in  any
twelve-month  period,  then  a  Penalty  Interest  shall accrue on the principal
amount  of  the Notes at a rate of 0.25% per annum commencing on the day (in the
case of (A) above), or the 61st day after (in the case of (B) above), such Shelf
Registration  Statement  ceases  to  be effective or the Prospectus ceases to be
usable  for  resales;

provided,  however, that the aggregate amount of the Penalty Interest in respect
--------   -------
of  the  Notes  may not exceed 0.25% per annum; provided, further, however, that
                                                --------  -------  -------
(1) upon the filing of the Exchange Offer Registration Statement (in the case of
clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration
Statement  (in the case of clause (ii) above), (3) upon the exchange of Exchange
Notes  for  all  Notes  validly  tendered or upon the effectiveness of the Shelf
Registration  Statement  (in  the  case  of  clause  (iii) (B) above) or (4) the
earlier of (y) such time as the Shelf Registration Statement which had ceased to
remain  effective  or  the  Prospectus which had ceased to be usable for resales
again  becomes  effective  and  usable for resales and (z) the expiration of the
Effectiveness Period (in the case of clause (iv) above), the Penalty Interest on


                                     Page 8
<PAGE>



the  principal  amount  of the Notes as a result of such clause (or the relevant
subclause  thereof)  shall  cease  to  accrue;

provided, further, however, that if the Exchange Offer Registration Statement is
--------  -------  -------
not  declared  effective by the SEC on or prior to the 165th day after the Issue
Date  and  the Company shall request Holders to provide the information required
by the SEC for inclusion in the Shelf Registration Statement, the Notes owned by
Holders  who  do  not provide such information when required pursuant to Section
2(b)  will  not  be entitled to any Penalty Interest for any day after the 165th
day  after  the  Issue  Date.

     Any  Penalty  Interest due pursuant to Section 2(e)(i), (ii), (iii) or (iv)
above  will be payable in cash on the next succeeding April 15 or October 15, as
the  case  may  be,  to  Holders on the relevant record dates for the payment of
interest  pursuant  to  the  Indenture.

     (f)  Specific  Enforcement.  Without limiting the remedies available to the
          ---------------------
Holders, the Company acknowledges that any failure by the Company to comply with
its  obligations  under  Section  2(a)  and  Section  2(b)  hereof may result in
material irreparable injury to the Holders for which there is no adequate remedy
at  law,  that  it  would  not  be possible to measure damages for such injuries
precisely and that, in the event of any such failure, any Holder may obtain such
relief  as  may  be  required  to specifically enforce the Company's obligations
under  Section  2(a)  and  Section  2(b)  hereof.

3.     Registration  Procedures.  In  connection  with  the  obligations  of the
       ------------------------
Company  with  respect  to the Registration Statements pursuant to Sections 2(a)
and  2(b)  hereof,  the  Company  shall  use  its  reasonable  best  efforts to:

(a)  prepare  and  file  with  the  SEC a Registration Statement or Registration
Statements  as  prescribed  by Sections 2(a) and 2(b) hereof within the relevant
time  period  specified  in  Section  2 hereof on the appropriate form under the
Securities  Act,  which  form  shall (i) be selected by the Company, (ii) in the
case  of  a  Shelf  Registration,  be  available for the sale of the Registrable
Securities by the selling Holders thereof and, in the case of an Exchange Offer,
be  available for the exchange of Registrable Securities, and (iii) comply as to
form  in  all material respects with the requirements of the applicable form and
include  all financial statements required by the SEC to be filed therewith; the
Company  shall  use  its  reasonable  best  efforts  to  cause such Registration
Statement  to become effective and remain effective (and, in the case of a Shelf
Registration  Statement,  the Prospectus to be usable for resales) in accordance
with Section 2 hereof; provided, however, that if (1) such filing is pursuant to
                       --------  -------
Section  2(b),  or  (2) a Prospectus contained in an Exchange Offer Registration
Statement  filed  pursuant to Section 2(a) is required to be delivered under the
Securities  Act  by  any  Participating Broker-Dealer who seeks to sell Exchange
Notes,  before filing any Registration Statement or Prospectus or any amendments
or  supplements  thereto, the Company shall furnish to and afford the Holders of
the  Registrable  Securities  and  each such Participating Broker-Dealer, as the
case  may  be,  covered  by  such  Registration Statement, their counsel and the
managing  underwriters, if any, a reasonable opportunity to review copies of all
such  documents  (including  copies  of  any  documents  to  be  incorporated by


                                     Page 9
<PAGE>



reference  therein  and  all  exhibits  thereto)  proposed  to be filed; and the
Company  shall  not  file  any  Registration  Statement  or  Prospectus  or  any
amendments  or  supplements  thereto  in  respect  of  which the Holders must be
afforded  an  opportunity  to review prior to the filing of such document if the
Majority  Holders  of  the  Registrable  Securities, depending solely upon which
Holders  must  be afforded the opportunity of such review, or such Participating
Broker-Dealer,  as  the case may be, their counsel or the managing underwriters,
if  any,  shall  reasonably  object  in  a  timely  manner;

(b)  prepare and file with the SEC such amendments and post-effective amendments
to  each  Registration  Statement  as may be necessary to keep such Registration
Statement  effective  for  the Effectiveness Period or the Applicable Period, as
the  case may be, and cause each Prospectus to be supplemented, if so determined
by  the  Company  or requested by the SEC, by any required prospectus supplement
and  as  so  supplemented  to  be  filed  pursuant  to  Rule 424 (or any similar
provision  then  in  force)  under  the  Securities  Act,  and  comply  with the
provisions of the Securities Act, the Exchange Act and the rules and regulations
promulgated  thereunder  applicable to it with respect to the disposition of all
securities  covered  by  each  Registration  Statement  during the Effectiveness
Period  or  the  Applicable  Period,  as the case may be, in accordance with the
intended  method  or  methods  of  distribution  by  the selling Holders thereof
described  in  this  Agreement  (including  sales  by  any  Participating
Broker-Dealer);

(c)  in  the case of a Shelf Registration, (i) notify each Holder of Registrable
Securities included in the Shelf Registration Statement, at least three Business
Days  prior  to  filing, that a Shelf Registration Statement with respect to the
Registrable  Securities  is  being  filed  and  advising  such  Holder  that the
distribution  of  Registrable  Securities  will  be  made in accordance with the
method  selected  by  the  Majority  Holders of the Registrable Securities, (ii)
furnish  to  each  Holder  of  Registrable  Securities  included  in  the  Shelf
Registration  Statement  and  to each underwriter of an underwritten offering of
Registrable  Securities,  if  any,  without  charge,  as  many  copies  of  each
Prospectus,  including  each  preliminary  prospectus,  and  any  amendment  or
supplement  thereto,  and such other documents as such Holder or underwriter may
reasonably  request, in order to facilitate the public sale or other disposition
of  the Registrable Securities and (iii) consent to the use of the Prospectus or
any  amendment  or  supplement  thereto  by  each  of  the  selling  Holders  of
Registrable  Securities  included  in  the  Shelf  Registration  Statement  in
connection  with  the offering and sale of the Registrable Securities covered by
the  Prospectus  or  any  amendment  or  supplement  thereto;

(d)  in  the  case  of a Shelf Registration, register or qualify the Registrable
Securities  under  all  applicable  state  securities or "blue sky" laws of such
jurisdictions  by  the  time  the  applicable Registration Statement is declared
effective  by  the  SEC  as  any  Holder  of Registrable Securities covered by a
Registration  Statement  and  each  underwriter  of  an underwritten offering of
Registrable  Securities  shall  reasonably request in writing in advance of such
date  of  effectiveness,  and  do any and all other acts and things which may be


                                    Page 10
<PAGE>



reasonably  necessary  or  advisable  to  enable  such Holder and underwriter to
consummate  the  disposition  in  each  such  jurisdiction  of  such Registrable
Securities  owned  by such Holder; provided, however, that the Company shall not
                                   --------  -------
be required to (i) qualify as a foreign corporation or as a dealer in securities
in  any jurisdiction where it would not otherwise be required to qualify but for
this  Section  3(d),  (ii) file any general consent to service of process in any
jurisdiction  where it would not otherwise be subject to such service of process
or  (iii)  subject itself to taxation in any such jurisdiction if it is not then
so  subject;

(e)  (1)  in  the  case  of  a  Shelf  Registration  or  (2)  if  Participating
Broker-Dealers from whom the Company has received prior written notice that they
will  be  utilizing  the Prospectus contained in the Exchange Offer Registration
Statement as provided in Section 3(s) hereof, are seeking to sell Exchange Notes
and  are  required  to  deliver  Prospectuses,  promptly  notify  each Holder of
Registrable  Securities,  or  such Participating Broker-Dealers, as the case may
be,  their  counsel  and the managing underwriters, if any, and promptly confirm
such  notice  in  writing (i) when a Registration Statement has become effective
and  when  any  post-effective  amendments thereto become effective, (ii) of any
request  by  the  SEC  or  any  state  securities  authority  for amendments and
supplements  to  a  Registration  Statement  or  Prospectus  or  for  additional
information  after the Registration Statement has become effective, (iii) of the
issuance  by  the  SEC  or  any  state  securities  authority  of any stop order
suspending the effectiveness of a Registration Statement or the qualification of
the  Registrable  Securities  or the Exchange Notes to be offered or sold by any
Participating Broker-Dealer in any jurisdiction described in Section 3(d) hereof
or  the  initiation  of  any proceedings for that purpose, (iv) in the case of a
Shelf  Registration,  if, between the effective date of a Registration Statement
and  the  closing  of  any  sale  of Registrable Securities covered thereby, the
representations  and  warranties  of  the  Company  contained  in  any  purchase
agreement,  securities  sales  agreement  or other similar agreement cease to be
true  and correct in all material respects, (v) of the happening of any event or
the  failure  of  any  event  to occur or the discovery of any facts, during the
Effectiveness  Period,  which  makes  any  statement  made  in such Registration
Statement  or  the  related  Prospectus  untrue in any material respect or which
causes  such  Registration  Statement  or Prospectus to 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, as well as any other
corporate  developments,  public  filings with the SEC or similar events causing
such  Registration  Statement  not  to  be effective or the Prospectus not to be
useable for resales and (vi) of the reasonable determination of the Company that
a  post-effective  amendment to the Registration Statement would be appropriate;

(f)  obtain  the  withdrawal  of  any  order  suspending  the effectiveness of a
Registration  Statement  at  the  earliest  possible  moment;

(g)  in  the case of a Shelf Registration, furnish to each Holder of Registrable
Securities  included  within  the coverage of such Shelf Registration Statement,
without  charge,  at  least  one  conformed  copy of each Registration Statement


                                    Page 11
<PAGE>



relating  to  such  Shelf  Registration and any post-effective amendment thereto
(without documents incorporated therein by reference or exhibits thereto, unless
requested);

(h)  in  the case of a Shelf Registration, cooperate with the selling Holders of
Registrable  Securities  to  facilitate  the  timely preparation and delivery of
certificates  representing Registrable Securities to be sold and not bearing any
restrictive  legends  (except  any  customary  legend  borne  by securities held
through  The  Depository  Trust  Company  or any similar depository) and in such
denominations (consistent with the provisions of the Indenture and the officers'
certificate  establishing  the  forms and the terms of the Notes pursuant to the
Indenture)  and  registered  in  such  names  as  the  selling  Holders  or  the
underwriters  may  reasonably  request  at  least two Business Days prior to the
closing  of  any  sale  of  Registrable  Securities  pursuant  to  such  Shelf
Registration  Statement;

(i)  in  the  case  of  a  Shelf Registration or an Exchange Offer Registration,
promptly  after  the  occurrence  of  any  event  specified in Section 3(e)(ii),
3(e)(iii),  3(e)(v)  (subject  to  a 60-day grace period within any twelve-month
period)  or 3(e)(vi) hereof, prepare a supplement or post-effective amendment to
such  Registration  Statement  or  the  related  Prospectus  or  any  document
incorporated  therein  by reference or file any other required document so that,
as  thereafter  delivered  to the purchasers of the Registrable Securities, such
Prospectus  will  not include any untrue statement of a material fact or omit to
state  a material fact necessary to make the statements therein, in the light of
the  circumstances  under  which they were made, not misleading; and the Company
shall  notify  each  Holder  to  suspend  use  of  the Prospectus as promptly as
practicable after the occurrence of such an event, and each Holder hereby agrees
to  suspend  use of the Prospectus until the Company has amended or supplemented
the  Prospectus  to  correct  such  misstatement  or  omission;

(j)  obtain a CUSIP number for the Exchange Notes or the Registrable Securities,
as  the  case  may  be,  not  later  than  the  effective date of a Registration
Statement,  and  provide the Trustee with certificates for the Exchange Notes or
the  Registrable  Securities, as the case may be, in a form eligible for deposit
with  the  Depositary;

(k)  cause  the  Indenture  to remain qualified under the Trust Indenture Act of
1939,  as  amended  (the  "TIA"),  in  connection  with  the registration of the
                           ---
Exchange  Notes  or  Registrable Securities, as the case may be, and effect such
changes  to  such  documents  as  may be required for them to be so qualified in
accordance  with  the  terms  of  the  TIA and execute, and cause the Trustee to
execute,  all documents as may be required to effect such changes, and all other
forms  and  documents required to be filed with the SEC to enable such documents
to  be  so  qualified  in  a  timely  manner;

(l)  in  the case of a Shelf Registration, enter into such agreements (including
underwriting agreements) as are customary in underwritten offerings and take all


                                    Page 12
<PAGE>



such  other  appropriate  actions  in  connection  therewith  as  are reasonably
requested  by  the  Holders of at least 25% in aggregate principal amount of the
Registrable  Securities  in  order to expedite or facilitate the registration or
the  disposition  of  the  Registrable  Securities;

(m)  in  the  case  of  a  Shelf  Registration,  whether  or not an underwriting
agreement is entered into and whether or not the registration is an underwritten
registration,  if  requested by (x) an Initial Purchaser, in the case where such
Initial  Purchaser  holds  Notes acquired by it as part of its initial placement
and  Holders  of  at  least 25% in aggregate principal amount of the Registrable
Securities  covered  thereby:  (i)  make  such representations and warranties to
Holders  of  such  Registrable  Securities  and  the underwriters (if any), with
respect  to  the business of the Company, as then conducted and the Registration
Statement,  Prospectus  and  documents,  if  any,  incorporated  or deemed to be
incorporated  by  reference  therein,  in  each case, as are customarily made by
issuers  to  underwriters in underwritten offerings, and confirm the same if and
when  requested;  (ii)  obtain  opinions  of  counsel to the Company and updates
thereof  (which  may  be in the form of a reliance letter) in form and substance
reasonably satisfactory to the managing underwriters (if any) and the Holders of
a majority in amount of the Registrable Securities being sold, addressed to each
selling  Holder  and  the underwriters (if any) covering the matters customarily
covered  in  opinions requested in underwritten offerings and such other matters
as  may  be  reasonably requested by such underwriters (it being agreed that the
matters to be covered by such opinion may be subject to customary qualifications
and exceptions); (iii) obtain "cold comfort" letters and updates thereof in form
and  substance  reasonably  satisfactory  to  the managing underwriters from the
independent certified public accountants of the Company addressed to each of the
underwriters,  such  letters to be in customary form and covering matters of the
type  customarily  covered  in  "cold  comfort"  letters  in  connection  with
underwritten  offerings  and  such other matters as reasonably requested by such
underwriters in accordance with Statement on Auditing Standards No. 72; and (iv)
if  an  underwriting  agreement  is  entered  into,  the  same  shall  contain
indemnification provisions and procedures no less favorable than those set forth
in  Section  4  hereof  (or  such  other provisions and procedures acceptable to
Holders  of  a  majority in aggregate principal amount of Registrable Securities
covered  by such Registration Statement and the managing underwriters) customary
for  such  agreements  with respect to all parties to be indemnified pursuant to
said  Section  (including,  without  limitation,  such  underwriters and selling
Holders);  and  in  the  case  of  an  underwritten  registration,  the  above
requirements  shall  be satisfied at each closing under the related underwriting
agreement  or  as  and  to  the  extent  required  thereunder;

(n)  if  (1)  a  Shelf  Registration  is filed pursuant to Section 2(b) or (2) a
Prospectus  contained in an Exchange Offer Registration Statement filed pursuant
to  Section  2(a)  is  required  to be delivered under the Securities Act by any
Participating  Broker-Dealer  who  seeks  to  sell  Exchange  Notes  during  the
Applicable  Period,  make  reasonably  available  for  inspection by any selling
Holder  of Registrable Securities or Participating Broker-Dealer, as applicable,


                                    Page 13
<PAGE>



who certifies to the Company that it has a current intention to sell Registrable
Securities  pursuant to the Shelf Registration, any underwriter participating in
any  such  disposition  of  Registrable  Securities,  if  any, and any attorney,
accountant  or  other  agent  retained by any such selling Holder, Participating
Broker-Dealer,  as  the  case  may  be,  or  underwriter  (collectively,  the
"Inspectors"),  at  the offices where normally kept, during the Company's normal
 ----------
business  hours,  all  financial and other records, pertinent organizational and
operational  documents  and  properties  of  the  Company  and  its subsidiaries
(collectively, the "Records") as shall be reasonably necessary to enable them to
                    -------
conduct due diligence activities, and cause the officers, trustees and employees
of  the  Company and its subsidiaries to supply all relevant information in each
case  reasonably  requested  by  any  such  Inspector  in  connection  with such
Registration Statement; records and information which the Company determines, in
good faith, to be confidential and any Records and information which it notifies
the  Inspectors  are confidential shall not be disclosed to any Inspector except
where (i) the disclosure of such Records or information is necessary to avoid or
correct a material misstatement or omission in such Registration Statement, (ii)
the  release of such Records or information is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction or is necessary in connection
with  any  action,  suit  or  proceeding  or  (iii)  such Records or information
previously  has been made generally available to the public; each selling Holder
of such Registrable Securities and each such Participating Broker-Dealer will be
required  to  agree  in writing that Records and information obtained by it as a
result of such inspections shall be deemed confidential and shall not be used by
it  as  the  basis  for any market transactions in the securities of the Company
unless and until such is made generally available to the public through no fault
of an Inspector or a selling Holder; and each selling Holder of such Registrable
Securities and each such Participating Broker-Dealer will be required to further
agree  in writing that it will, upon learning that disclosure of such Records or
information  is  sought  in  a court of competent jurisdiction, or in connection
with  any  action,  suit or proceeding, give notice to the Company and allow the
Company  at its expense to undertake appropriate action to prevent disclosure of
the  Records  and  information  deemed  confidential;

(o)  comply  with all applicable rules and regulations of the SEC so long as any
provision  of this Agreement shall be applicable and make generally available to
its  securityholders  earning  statements  satisfying  the provisions of Section
11(a)  of  the  Securities  Act  and  Rule  158  thereunder (or any similar rule
promulgated under the Securities Act) no later than 45 days after the end of any
12-month  period (or 90 days after the end of any 12-month period if such period
is  a  fiscal  year)  (i)  commencing  at the end of any fiscal quarter in which
Registrable  Securities  are  sold  to underwriters in a firm commitment or best
efforts  underwritten  offering  and (ii) if not sold to underwriters in such an
offering, commencing on the first day of the first fiscal quarter of the Company
after  the  effective  date  of a Registration Statement, which statements shall
cover  said 12-month periods, provided that the obligations under this paragraph
(o)  shall  be satisfied by the timely filing of quarterly and annual reports on


                                    Page 14
<PAGE>



Forms  10-Q  and  10-K  under  the  Exchange  Act;

(p)  if an Exchange Offer is to be consummated, upon delivery of the Registrable
Securities by Holders to the Company (or to such other Person as directed by the
Company),  in  exchange for the Exchange Notes, the Company shall mark, or cause
to  be marked, on such Notes delivered by such Holders that such Notes are being
cancelled  in  exchange  for  the Exchange Notes; it being understood that in no
event  shall  such  Notes  be  marked  as  paid  or  otherwise  satisfied;

(q)  cooperate  with  each  seller  of  Registrable  Securities  covered  by any
Registration  Statement  and  each  underwriter,  if  any,  participating in the
disposition  of  such  Registrable  Securities  and  their respective counsel in
connection  with  any  filings  required  to  be  made  with  the  NASD;

(r)  take  all  other  steps  necessary  to  effect  the  registration  of  the
Registrable  Securities covered by a Registration Statement contemplated hereby;

(s)  (A)  in  the  case of the Exchange Offer Registration Statement (i) include
in  the  Exchange  Offer  Registration  Statement  a  section  entitled "Plan of
Distribution,"  which  section  shall  be  reasonably  acceptable to the Initial
Purchasers  or  another  representative of the Participating Broker-Dealers, and
which  shall contain a summary statement of the positions taken or policies made
by  the  staff  of the SEC with respect to the potential "underwriter" status of
any broker-dealer that holds Registrable Securities acquired for its own account
as  a  result  of  market-making  activities  or  other  trading  activities  (a
"Participating Broker-Dealer") and that will be the beneficial owner (as defined
 ---------------------------
in  Rule  13d-3 under the Exchange Act) of Exchange Notes to be received by such
broker-dealer  in  the  Exchange  Offer, whether such positions or policies have
been  publicly  disseminated  by  the  staff  of  the  SEC  or such positions or
policies,  in  the  reasonable  judgment of the Initial Purchasers or such other
representative,  represent  the  prevailing  views  of  the  staff  of  the SEC,
including  a  statement  that any such broker-dealer who receives Exchange Notes
for  Registrable  Securities  pursuant  to  the  Exchange  Offer may be deemed a
statutory  underwriter and must deliver a prospectus meeting the requirements of
the  Securities  Act  in connection with any resale of such Exchange Notes, (ii)
furnish to each Participating Broker-Dealer who has delivered to the Company the
notice  referred  to  in  Section  3(e),  without charge, as many copies of each
Prospectus  included in the Exchange Offer Registration Statement, including any
preliminary  Prospectus,  and  any  amendment  or  supplement  thereto,  as such
Participating  Broker-Dealer may reasonably request (the Company hereby consents
to  the  use  of  the Prospectus forming part of the Exchange Offer Registration
Statement  or  any  amendment or supplement thereto by any Person subject to the
prospectus  delivery  requirements  of  the  Securities  Act,  including  all
Participating  Broker-Dealers,  in  connection  with the sale or transfer of the
Exchange  Notes  covered  by  the  Prospectus  or  any  amendment  or supplement
thereto),  (iii)  use  its  reasonable  best  efforts to keep the Exchange Offer
Registration  Statement  effective  and  to  amend and supplement the Prospectus


                                    Page 15
<PAGE>



contained therein in order to permit such Prospectus to be lawfully delivered by
all  Persons  subject  to the prospectus delivery requirements of the Securities
Act  for  such period of time as such Persons must comply with such requirements
under the Securities Act and applicable rules and regulations in order to resell
the Exchange Notes; provided, however, that such period shall not be required to
                    --------  -------
exceed 195 days (or such longer period if extended pursuant to the last sentence
of  Section  3  hereof)  (the  "Applicable  Period"),  and  (iv)  include in the
                                ------------------
transmittal  letter  or  similar  documentation  to  be  executed by an exchange
offeree  in  order  to  participate  in  the  Exchange  Offer  (x) the following
provision:

"If  the  exchange  offeree  is  a  broker-dealer holding Registrable Securities
acquired  for  its  own account as a result of market-making activities or other
trading activities, it will deliver a prospectus meeting the requirements of the
Securities  Act  in  connection  with  any  resale of Exchange Notes received in
respect  of  such  Registrable  Securities  pursuant  to  the  Exchange  Offer";

and  (y)  a  statement  to  the  effect  that  by  a  broker-dealer  making  the
acknowledgment  described  in  clause  (x)  and  by  delivering  a Prospectus in
connection  with  the exchange of Registrable Securities, the broker-dealer will
not  be  deemed  to  admit  that  it is an underwriter within the meaning of the
Securities  Act;  and

(B)     in  the  case  of any Exchange Offer Registration Statement, the Company
agrees  to deliver to the Initial Purchasers or to another representative of the
Participating Broker-Dealers, if reasonably requested by an Initial Purchaser or
such  other  representative  of  Participating  Broker-Dealers, on behalf of the
Participating  Broker-Dealers  upon  consummation  of  the Exchange Offer (i) an
opinion of counsel in form and substance reasonably satisfactory to such Initial
Purchaser  or  such  other  representative  of the Participating Broker-Dealers,
covering  the  matters  customarily  covered in opinions requested in connection
with  Exchange  Offer  Registration  Statements and such other matters as may be
reasonably  requested  (it  being  agreed that the matters to be covered by such
opinion  may  be  subject  to  customary qualifications and exceptions), (ii) an
officers' certificate substantially similar to that specified in Section 6(c) of
the  Purchase  Agreement  and  such additional certifications as are customarily
delivered  in  a  public  offering  of  debt  securities  and  (iii)  upon  the
effectiveness  of the Exchange Offer Registration Statement, comfort letters, in
each case, in customary form if permitted by Statement on Auditing Standards No.
72.

     The  Company  may require each seller of Registrable Securities as to which
any  registration  is  being effected to furnish to the Company such information
regarding  such seller as may be required by the staff of the SEC to be included
in a Registration Statement.  The Company may exclude from such registration the
Registrable  Securities  of  any  seller  who unreasonably fails to furnish such
information  within a reasonable time after receiving such request.  The Company
shall  have  no  obligation to register under the Securities Act the Registrable
Securities  of  a  seller  who  so  fails  to  furnish  such  information.


                                    Page 16
<PAGE>



     In  the  case  of  a  Shelf  Registration  Statement,  or  if Participating
Broker-Dealers  who  have  notified  the Company that they will be utilizing the
Prospectus contained in the Exchange Offer Registration Statement as provided in
this Section 3(s) are seeking to sell Exchange Notes and are required to deliver
Prospectuses,  each  Holder  agrees  that,  upon  receipt of any notice from the
Company of the occurrence of any event specified in Section 3(e)(ii), 3(e)(iii),
3(e)(v)  or  3(e)(vi) hereof, such Holder will forthwith discontinue disposition
of  Registrable  Securities  pursuant  to  a  Registration  Statement until such
Holder's  receipt  of  the  copies  of  the  supplemented  or amended Prospectus
contemplated  by  Section  3(i)  hereof  or  until it is advised in writing (the
"Advice")  by  the  Company  that  the  use  of the applicable Prospectus may be
 ------
resumed,  and,  if  so  directed by the Company, such Holder will deliver to the
Company (at the Company's expense) all copies in such Holder's possession, other
than  permanent  file copies then in such Holder's possession, of the Prospectus
covering  such  Registrable  Securities  or  Exchange Notes, as the case may be,
current  at  the  time of receipt of such notice.  If the Company shall give any
such  notice  to  suspend  the disposition of Registrable Securities or Exchange
Notes,  as  the  case  may be, pursuant to a Registration Statement, the Company
shall use its reasonable best efforts to file and have declared effective (if an
amendment) as soon as practicable after the resolution of the related matters an
amendment  or  supplement  to  the  Registration  Statement and shall extend the
period  during  which  such  Registration Statement is required to be maintained
effective  and  the  Prospectus usable for resales pursuant to this Agreement by
the  number  of  days in the period from and including the date of the giving of
such notice to and including the date when the Company shall have made available
to the Holders (x) copies of the supplemented or amended Prospectus necessary to
resume  such  dispositions  or  (y)  the  Advice.

     4.     Indemnification  and  Contribution.  (a)  In  connection  with  any
            ----------------------------------
Registration  Statement,  the  Company shall jointly and severally indemnify and
hold  harmless  the  Initial  Purchasers,  each  Holder,  each  underwriter  who
participates  in  an  offering of the Registrable Securities, each Participating
Broker-Dealer,  each Person, if any, who controls any of such parties within the
meaning  of  Section  15 of the Securities Act or Section 20 of the Exchange Act
and  each  of  their  respective  directors,  officers, employees and agents, 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 any Registration Statement (or any amendment or
supplement  thereto),  covering  Registrable  Securities  or  Exchange Notes, as
applicable,  or  the  omission  or alleged omission therefrom of a material fact
required  to  be stated or necessary in order to make the statements therein not
misleading or arising out of any untrue statement or alleged untrue statement of
a material fact contained in any Prospectus, 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  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;


                                    Page 17
<PAGE>



provided  that any such settlement is effected with the prior written consent of
the  Company;  and

(iii)  against  any  and  all  expenses  whatsoever,  as incurred (including the
reasonable  fees  and  disbursements  of  counsel  chosen  by  such Holder, such
Participating  Broker-Dealer, or any underwriter (except to the extent otherwise
expressly  provided  in  Section  4(c)  hereof)),  reasonably  incurred  in
investigating,  preparing  or  defending  against  any  litigation,  or  any
investigation  or  proceeding  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 subparagraph (i) or (ii) of this Section
4(a);

provided,  however,  that  this indemnity does not apply to any loss, liability,
--------   -------
claim,  damage  or  expense  to the extent arising out of an untrue statement or
omission  or  alleged  untrue statement or omission made in reliance upon and in
conformity  with  written information furnished in writing to the Company by the
Initial  Purchasers  or  such Holder, underwriter or Participating Broker-Dealer
for use in a Registration Statement (or any amendment thereto) or any Prospectus
(or  any  amendment  or  supplement  thereto).

     (b)  Each  of  the  Initial  Purchasers  and  each  Holder,  underwriter or
Participating  Broken-Dealer agrees, severally and not jointly, to indemnify and
hold  harmless  the  Company  and  each Person, if any, who controls the Company
within  the  meaning  of  Section  15 of the Securities Act or Section 20 of the
Exchange  Act  against  any  and  all loss, liability, claim, damage and expense
whatsoever  described  in  the  indemnity  contained  in Section 4(a) hereof, as
incurred,  but  only  with respect to untrue statements or omissions, or alleged
untrue  statements  or  omissions,  made  in  a  Registration  Statement (or any
amendment thereto) or any Prospectus (or any amendment or supplement thereto) in
reliance  upon  and  in  conformity  with  written  information furnished to the
Company  by  such  Initial  Purchaser,  Holder,  underwriter  or  Participating
Broker-Dealer expressly for use in such Registration Statement (or any amendment
thereto),  or  any  such  Prospectus  (or  any amendment or supplement thereto);
provided,  however,  that in the case of a Shelf Registration Statement, no such
--------   -------
Holder  shall  be liable for any claims hereunder in excess of the amount of net
proceeds  received  by  such  Holder  from  the  sale  of Registrable Securities
pursuant  to  such  Shelf  Registration  Statement.

(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 under this Section 4 to the extent that it is not materially
prejudiced  by  such  failure  as  a  result thereof, and in any event shall not
relieve  it  from  liability  which  it  may  have  otherwise on account of this
Agreement.  In  the  case of parties indemnified pursuant to Section 4(a) or (b)
above, counsel to the indemnified parties shall be selected by such parties.  An
indemnifying  party  may  participate  at its own expense in the defense of such
action;  provided,  however,  that  counsel  to the indemnifying party shall not
(except  with  the  consent  of  the  indemnified  party) also be counsel to the
indemnified party.  In no event shall the indemnifying parties be liable for the
fees  and  expenses  of  more  than  one counsel (in addition to local counsel),


                                    Page 18
<PAGE>



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.  No
indemnifying  party  shall, without the prior written consent of the indemnified
parties,  settle  or  compromise  or  consent  to the entry of any judgment with
respect  to  any  litigation,  or  any  investigation  or  proceeding  by  any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect  of  which  indemnification  or  contribution could be sought under this
Section  4  (whether  or  not  the  indemnified  parties are actual or potential
parties  thereto), unless such settlement, compromise or consent (i) includes an
unconditional  written  release  of  each  indemnified  party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to  act  by  or  on  behalf  of  any  indemnified  party.

(d)    In  order to provide for just and equitable contribution in circumstances
under  which  any of the indemnity provisions set forth in this Section 4 is for
any  reason held to be unenforceable by an indemnified party although applicable
in  accordance  with  its terms, the Company and the Holders shall contribute to
the  aggregate  losses,  liabilities, claims, damages and expenses of the nature
contemplated  by  such  indemnity  agreement  incurred  by  the  Company and the
Holders,  as  incurred;  provided,  however, that no Person guilty of fraudulent
                         --------   -------
misrepresentation  (within  the  meaning of Section 11(f) of the Securities Act)
shall  be  entitled  to contribution from any Person that was not guilty of such
fraudulent  misrepresentation.  As  between  the  Company  and the Holders, such
parties  shall contribute to such aggregate losses, liabilities, claims, damages
and  expenses of the nature contemplated by this Agreement in such proportion as
shall  be  appropriate  to reflect the relative fault of the Company, on the one
hand,  and  the  Holders,  on  the other hand, with respect to the statements or
omissions  which  resulted in such loss, liability, claim, damage or expense, or
action  in  respect  thereof,  as  well  as  any  other  relevant  equitable
considerations.  The  relative fault of the Company, on the one hand, and of the
Holders,  on  the  other  hand, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission  or  alleged  omission  to state a material fact relates to information
supplied  by the Company, on the one hand, or by or on behalf of the Holders, on
the  other,  and  the parties' relative intent, knowledge, access to information
and  opportunity  to correct or prevent such statement or omission.  The Company
and  the  Holders  agree that it would not be just and equitable if contribution
pursuant  to  this  Section 4 were to be determined by pro rata allocation or by
any  other  method  of  allocation  that does not take into account the relevant
equitable  considerations.  For  purposes of this Section 4, each Affiliate of a
Holder, and each director, officer and employee and Person, if any, who controls
a  Holder  or  such Affiliate within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to contribution
as  such  Holder  and  each  Person, if any, who controls the Company within the
meaning  of  Section  15 of the Securities Act or Section 20 of the Exchange Act
shall  have  the  same  rights  to  contribution  as  the  Company.

5.     Participation in an Underwritten Registration.  No Holder may participate
       ---------------------------------------------
in  an underwritten registration hereunder unless such Holder (a) agrees to sell
such  Holder's  Registrable Securities on the basis provided in the underwriting
arrangement  approved  by  the  Persons  entitled  hereunder  to  approve  such
arrangements  and  (b)  completes  and  executes  all reasonable questionnaires,
powers  of  attorney,  indemnities, underwriting agreements, lock-up letters and
other  documents  reasonably  required  under  the  terms  of  such underwriting
arrangements.


                                    Page 19
<PAGE>



6.     Selection of Underwriters.  The Holders of Registrable Securities covered
       -------------------------
by  the Shelf Registration Statement who desire to do so may sell the Securities
covered  by  such Shelf Registration in an underwritten offering, subject to the
provisions  of  Section  3(l)  hereof.  In  any  such underwritten offering, the
underwriter  or  underwriters  and  manager or managers that will administer the
offering  will  be  selected by the Holders of a majority in aggregate principal
amount  of  the  Registrable  Securities  included  in  such offering; provided,
                                                                       --------
however,  that such underwriters and managers must be reasonably satisfactory to
-------
the  Company.

     7.     Miscellaneous.
            -------------

     (a)  Rule  144 and Rule 144A.  For so long as the Company is subject to the
          -----------------------
reporting  requirements  of  Section  13  or  15  of  the  Exchange  Act and any
Registrable  Securities  remain  outstanding,  the Company will file the reports
required  to  be filed by it under the Securities Act and Section 13(a) or 15(d)
of the Exchange Act and the rules and regulations adopted by the SEC thereunder;
provided,  however,  that  if  the Company ceases to be so required to file such
--------   -------
reports,  it will, upon the request of any Holder of Registrable Securities, (a)
make  publicly available such information as is necessary to permit sales of its
securities  pursuant  to  Rule  144  under  the Securities Act, (b) deliver such
information  to  a  prospective purchaser as is necessary to permit sales of its
securities  pursuant  to  Rule  144A under the Securities Act, and (c) take such
further  action  that  is  reasonable in the circumstances, in each case, to the
extent  required from time to time to enable such Holder to sell its Registrable
Securities  without  registration under the Securities Act within the limitation
of  the  exemptions  provided  by (i) Rule 144 under the Securities Act, as such
rule  may be amended from time to time, (ii) Rule 144A under the Securities Act,
as  such  rule  may  be amended from time to time, or (iii) any similar rules or
regulations  hereafter  adopted  by  the SEC.  Upon the request of any Holder of
Registrable  Securities,  the  Company  will  deliver  to  such Holder a written
statement  as  to  whether  it  has  complied  with  such  requirements.

(b)  No Inconsistent Agreements.  The Company has not entered into, nor will the
     --------------------------
Company  on  or after the date of this Agreement enter into, any agreement which
is inconsistent with the rights granted to the Holders of Registrable Securities
in this Agreement or otherwise conflicts with the provisions hereof.  The rights
granted  to  the  Holders  hereunder do not in any way conflict with and are not
inconsistent  with  the  rights  granted  to  the holders of the Company's other
issued  and  outstanding  securities  under  any  such  agreements.

(c)  Amendments  and  Waivers.  The  provisions of this Agreement, including the
     ------------------------
provisions  of  this sentence, may not be amended, modified or supplemented, and
waivers  or  consents to departures from the provisions hereof may not be given,
unless  the Company has obtained the written consent of Holders of a majority in
aggregate principal amount of the outstanding Registrable Securities affected by
such  amendment, modification, supplement, waiver or departure; provided that no
                                                                --------
amendment, modification or supplement or waiver or consent to the departure with
respect  to the provisions of Section 4 hereof shall be effective as against any
Holder  of  Registrable Securities unless consented to in writing by such Holder
of  Registrable  Securities.  Notwithstanding  the  foregoing sentence, (i) this
Agreement  may  be  amended,  without  the  consent of any Holder of Registrable
Securities,  by  written  agreement  signed  by  the  Company  and  the  Initial
Purchasers,  to  cure any ambiguity, correct or supplement any provision of this


                                    Page 20
<PAGE>



Agreement that may be inconsistent with any other provision of this Agreement or
to  make any other provisions with respect to matters or questions arising under
this  Agreement  which  shall  not be inconsistent with other provisions of this
Agreement,  (ii)  this  Agreement  may be amended, modified or supplemented, and
waivers  and  consents to departures from the provisions hereof may be given, by
written agreement signed by the Company and the Initial Purchasers to the extent
that  any  such  amendment,  modification,  supplement, waiver or consent is, in
their  reasonable  judgment,  necessary or appropriate to comply with applicable
law (including any interpretation of the Staff of the SEC) or any change therein
and  (iii)  to  the extent any provision of this Agreement relates to an Initial
Purchaser,  such provision may be amended, modified or supplemented, and waivers
or  consents  to  departures  from  such  provisions  may  be  given, by written
agreement  signed  by  such  Initial  Purchaser  and  the  Company.

(d)  Notices.  All  notices  and  other communications provided for or permitted
     -------
hereunder  shall  be  made  in  writing by hand-delivery, registered first-class
mail,  telex,  telecopier, or any courier guaranteeing overnight delivery (i) if
to  a Holder, at the most current address given by such Holder to the Company by
means  of a notice given in accordance with the provisions of this Section 7(d),
which  address initially is, with respect to each Initial Purchaser, the address
set  forth  in  the Purchase Agreement; and (ii) if to the Company, initially at
the Company's address set forth in the Purchase Agreement and thereafter at such
other  address,  notice  of  which is given in accordance with the provisions of
this  Section  7(d).

All  such notices and communications shall be deemed to have been duly given: at
the  time  delivered  by hand, if personally delivered; five Business Days after
being  deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed;  when  receipt is acknowledged, if telecopied; and on the next Business
Day,  if  timely  delivered  to  an air courier guaranteeing overnight delivery.

Copies  of  all  such  notices,  demands,  or  other  communications  shall  be
concurrently  delivered  by  the  Person  giving the same to the Trustee, at the
address  specified  in  the  Indenture.

(e)  Successors  and  Assigns.  This Agreement shall inure to the benefit of and
     ------------------------
be  binding  upon  the  successors,  assigns  and  transferees  of  the  Initial
Purchasers,  including,  without  limitation and without the need for an express
assignment,  subsequent Holders; provided, however, that nothing herein shall be
                                 --------  -------
deemed  to  permit  any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture.
If  any  transferee  of  any  Holder shall acquire Registrable Securities in any
manner,  whether  by  operation of law or otherwise, such Registrable Securities
shall  be  held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities, such Person shall be conclusively deemed to
have  agreed  to  be  bound by and to perform all of the terms and provisions of
this Agreement and such Person shall be entitled to receive the benefits hereof.

     (f)  Third  Party  Beneficiaries.  Each  Holder  and  any  Participating
          ---------------------------
Broker-Dealer  shall  be  third  party  beneficiaries  of  the  agreements  made
hereunder  among  the  Initial  Purchasers  and  the  Company,  and  the Initial
Purchasers  shall  have  the  right  to  enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or
the  rights  of  Holders  hereunder.


                                    Page 21
<PAGE>



(g)  Counterparts.  This Agreement may be executed in any number of counterparts
     ------------
and  by  the  parties  hereto  in  separate  counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute  one  and  the  same  agreement.

(h)  Headings.  The  headings in this Agreement are for convenience of reference
     --------
only  and  shall  not  limit  or  otherwise  affect  the  meaning  hereof.

(i)  GOVERNING  LAW.  THIS  AGREEMENT  SHALL  BE DEEMED TO HAVE BEEN MADE IN THE
     --------------
STATE  OF  NEW YORK.  THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE
TERMS  AND  CONDITIONS  SET  FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH  THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY
PROVISIONS  RELATING  TO  CONFLICTS  OF  LAWS.

(j)  Severability.  In  the  event  that  any  one  or  more  of  the provisions
     ------------
contained  herein,  or  the  application  thereof  in  any circumstance, is held
invalid,  illegal or unenforceable, the validity, legality and enforceability of
any  such  provision  in  every  other  respect  and of the remaining provisions
contained  herein  shall  not  be  affected  or  impaired  thereby.

(k)  Securities  Held by the Company or its Affiliates.  Whenever the consent or
     -------------------------------------------------
approval  of  Holders  of  a  specified  percentage of Registrable Securities is
required hereunder, Registrable Securities held by the Company or its Affiliates
shall  not  be counted in determining whether such consent or approval was given
by  the  Holders  of  such  required  percentage.


                                    Page 22
<PAGE>



IN  WITNESS  WHEREOF,  the  parties  have executed this Agreement as of the date
first  written  above.

                                       WEINGARTEN  REALTY  INVESTORS,  INC.


                                       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:  ___________________________________
     Authorized  Signatory

For  themselves  and  as  Representative  of  the  several  Initial  Purchasers


                                    Page 23
<PAGE>