<PAGE>   1
                                                  REGISTRATION NO. _____________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         TARRAGON REALTY INVESTORS, INC.


--------------------------------------------------------------------------------
        (Exact name of registrant as specified in governing instruments)

             Nevada                                             94-2432628
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


3100 Monticello Avenue, Suite 200, Dallas, Texas                    75205
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)


          Amended and Restated Independent Director Share Option Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)


                            William S. Friedman, Esq.
                   280 Park Avenue, East Building, 20th Floor
                            New York, New York 10017
--------------------------------------------------------------------------------
                     (Name and address of agent for service)


                      (212) 949-5000 o (212) 949-8001 (Fax)
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                 With a Copy to:
                             Steven C. Metzger, Esq.
                         Prager, Metzger & Kroemer PLLC
                           2626 Cole Avenue, Suite 900
                               Dallas, Texas 75204
                      (214) 969-7600 o (214) 523-3838 (Fax)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                                             Proposed
                                                     Proposed                maximum
 Title of securities         Amount to be         maximum offering      aggregate offering          Amount of
  to be registered          registered (1)       price per units(s)          price (2)        registration fee (2)
--------------------------------------------------------------------------------------------------------------------
<S>                         <C>                  <C>                    <C>                   <C>
Tarragon Realty                191,164           $4.61-$11.00           $1,521,651.76          $401.72
Investors, Inc.                Shares
Common Stock, par
value $0.01 per share
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
         Registration Statement also covers an indeterminate additional amount
         of shares of common stock to be offered or sold pursuant to the
         anti-dilution provisions of the Amended and Restated Independent
         Director Share Option Plan.

(2)      Calculated based on 191,164 shares subject to options issued under the
         Amended and Restated Independent Director Share Option Plan at exercise
         prices ranging from $4.61 to $11.00 per share, and the remaining 72,633
         shares at a price per share calculated on the basis of the closing
         sales price per share, as reported on NASDAQ on May 5, 2000 of $9.875,
         all in accordance with Rule 457(h) promulgated under the Securities Act
         of 1933, as amended.


<PAGE>   2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         Not required to be filed with this Registration Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not required to be filed with this Registration Statement.


<PAGE>   3


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         We incorporate by reference the following documents, which we have
previously filed with the SEC (File No. 0-8003):

         1.       Tarragon's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1999.

         2.       Description of Tarragon's common stock set forth in a
                  registration statement on Form 8-B, filed with the SEC on
                  August 20, 1997 (File No. 000-22999).

         3.       All reports which we have filed pursuant to Sections 13(a) or
                  15(d) of the Securities Exchange Act of 1934, as amended,
                  since December 31, 1999.


         All documents which we subsequently file pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this Registration Statement, which indicate that all of the shares
of common stock offered have been sold or which de-registers all of such shares
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Tarragon's Articles of Incorporation provide that it "shall indemnify
to the fullest extent authorized or permitted by law . . . any person made or
threatened to be made a party or witness to any action, suit or proceeding
(whether civil, criminal or otherwise) by reason of the fact that such person is
or was a director, officer, employee or agent" of Tarragon. Further, Tarragon's
Bylaws provide that "[e]ach officer, director or employee . . . shall be
indemnified . . . to the full extent permitted under Chapter 78 of the Nevada
Revised Statutes . . . and other applicable law."

         Pursuant to the NRS, a corporation may indemnify persons for expenses
related to an action, suit or proceeding, except an action by or in the right of
the corporation, by reason of the fact that such person is or was a director,
officer, employee or agent, if such person acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, if such
person had no reasonable cause to believe his conduct was unlawful. The expenses
indemnified against in this provision include attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with the action, suit or proceeding. The NRS further provides that a corporation
may indemnify persons for attorneys' fees related to an action, suit or
proceeding by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that such person is or was a director, officer,
employee or agent, if such person acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. A corporation may also indemnify directors for amounts paid in
judgments and settlements in such a suit, but only if ordered by a court after
determining that the person is "fairly and reasonably" entitled to indemnity.

         Under the Management Liability Provision of Tarragon's Articles of
Incorporation, directors do not have personal liability to Tarragon or to its
stockholders for monetary damages for any breach of their fiduciary duties as
directors (including, without limitation, any liability for gross negligence in
the performance of their duties), except


                                      II-i
<PAGE>   4


         o        for acts or omissions which involve intentional misconduct,
                  fraud or a knowing violation of law or

         o        for the payment of dividends in violation of NRS 78.300.

         By precluding personal liability for certain breaches of fiduciary
duty, including grossly negligent business decisions made in connection with
evaluating takeover proposals to acquire Tarragon, the Management Liability
Provision supplements indemnification rights afforded under Tarragon's Articles
of Incorporation and Bylaws which provide, in substance, that Tarragon shall
indemnify its directors, officers, employees and agents to the fullest extent
permitted by the NRS and other applicable laws.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
Tarragon under the foregoing provisions, we have been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than for the payment by Tarragon
of expenses incurred or paid by a director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted against
Tarragon by any director, officer or controlling person in connection with the
securities being registered, Tarragon will, unless in the opinion of counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.


  Exhibit
Designation                               Description
-----------                               -----------
     1.1          Articles of Incorporation of Vinland Property Corporation as
                  filed with and endorsed by the Secretary of State of
                  California on July 22, 1997 (incorporation by reference is
                  made to Exhibit 3.1 to Form 8-K of Tarragon Realty Investors,
                  Inc. for event reported July 10, 1997).

     1.2          Articles of Incorporation of Tarragon Realty Investors, Inc.
                  filed with and approved by the Secretary of State of Nevada on
                  April 2, 1997 (incorporation by reference is made to Exhibit
                  3.2 to Form 8-K of Tarragon Realty Investors, Inc. for event
                  reported July 10, 1997).

     1.3          Bylaws of Tarragon Realty Investors, Inc. as adopted April 3,
                  1997 (incorporation by reference is made to Exhibit 3.3 to
                  Form 8-K of Tarragon Realty Investors, Inc. for event reported
                  July 10, 1997).

     1.4          Agreement and Plan of Merger dated July 24, 1997 of Vinland
                  Property Corporation and Tarragon Realty Investors, Inc.
                  (incorporation by reference is made to Exhibit 3.4 to Form 8-K
                  of Tarragon Realty Investors, Inc. for event reported July 10,
                  1997).

     1.5          Articles of Merger of Vinland Property Corporation into
                  Tarragon Realty Investors, Inc. as filed with and approved
                  with the Secretary of State of Nevada July 25, 1997
                  (incorporation by reference is made to Exhibit 3.5 to Form 8-K
                  of Tarragon Realty Investors, Inc. for event reported July 10,
                  1997).

     1.6          Articles of Incorporation of National Income Realty
                  Corporation filed with and approved by the Secretary of State
                  of California on November 23, 1998 (incorporation by reference
                  is made to Exhibit 3.8) to Form 8-K of Tarragon Realty
                  Investors, Inc. for event reported November 24, 1998).

     1.7          Agreement and Plan of Merger dated June 5, 1998 between
                  Tarragon Realty Investors, Inc. and National Income Realty
                  Trust (incorporation by reference is made to Exhibit 2.1 to
                  Form 8-K of Tarragon Realty Investors, Inc. for event reported
                  June 5, 1998).


                                     II-ii
<PAGE>   5


  Exhibit
Designation                               Description
-----------                               -----------

     1.8          Articles of Merger of National Income Realty Corporation into
                  Tarragon Realty Investors, Inc. as filed with and approved by
                  the Secretary of State of Nevada November 24, 1998
                  (incorporation by reference is made to Exhibit 3.9 to Form 8-K
                  of Tarragon Realty Investors, Inc. for event reported November
                  24, 1998).

     4.1          Indenture Agreement dated September 15, 1993 between Vinland
                  Property Trust and American Stock Transfer and Trust Company
                  (incorporation by reference is made to Exhibit 4.7 to
                  Registration Statement No. 33-66294 on Form S-11).

     4.2          Amended and Restated Independent Director Share Option and
                  Incentive Plan, as adopted July 21, 1995 and amended July 25,
                  1997 and November 24, 1998 (attached to the Prospectus as
                  Appendix A).

    *5.1          Form of opinion of Prager, Metzger & Kroemer PLLC as to the
                  legality of the securities.

    *5.2          Form of opinion of Lewis and Roca, LLP as to the legality of
                  the securities.

    23.1          Consent of Prager, Metzger & Kroemer PLLC (included in Exhibit
                  5.1)

    23.2          Consent of Lewis and Roca, LLP (included in Exhibit 5.2)

   *23.3          Consent of Arthur Andersen LLP.

    24.1          Power of Attorney (set forth on signature page).

----------------
         * Filed herewith.

ITEM 9.  UNDERTAKINGS.

(a)      The undersigned Registrant hereby undertakes:

         To file, during any period in which offers or sales are being made, a
         post-effective amendment to this Registration Statement:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act;

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

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

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

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

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


                                     II-iii
<PAGE>   6


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

(c)      Insofar as indemnification by the Registrant for liabilities arising
         under the Securities Act may be permitted to directors, officers, and
         controlling persons of the Registrant pursuant to the provisions
         described in the Item 6 or otherwise, the Registrant has been advised
         that in the opinion of the Securities and Exchange Commission such
         indemnification is against public policy as expressed in the Securities
         Act and is, therefore, unenforceable. In the event that a claim for
         indemnification by the Registrant against such liabilities (other than
         the payment by the registrant of expenses incurred or paid by a
         director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         subject to a court of appropriate jurisdiction the question whether
         such indemnification by it is against public policy as expressed in the
         Securities Act and will be governed by the final adjudication of such
         issue.


                                     II-iv
<PAGE>   7


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a Form S-8 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on May 8,
2000.

                                        TARRAGON REALTY INVESTORS, INC.

                                        By: /s/ William S. Friedman
                                            ----------------------------------
                                            William S. Friedman, President,
                                            Chief Executive Officer and Director

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below on this Registration Statement constitutes and appoints each of William S.
Friedman and Erin D. Davis, his true and lawful attorney-in-fact and agent, with
full power of substitution and re-substitution for him or her and in his or her
name, place and stead, in any and all capacities (until revoked in writing) to
sign any and all amendments (including post-effective amendments thereto) to
this Registration Statement of Tarragon Realty Investors, Inc. and to file same,
with all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent, or any of them, or their or his or her substitute or substitutes, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.

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

<TABLE>
<CAPTION>
                SIGNATURE                                              TITLE                            DATE
<S>                                                   <C>                                               <C>
                                                        Chairman of the Board of Directors
/s/ Carl B. Weisbrod                                               and Director                              May 2, 2000
--------------------------------------------
Carl B. Weisbrod
                                                      President, Chief Executive Officer and
/s/ William S. Friedman                               Director (Principal Executive Officer)                 May 8, 2000
--------------------------------------------
William S. Friedman
                                                        Executive Vice President and Chief
/s/ Erin D. Davis                                     Financial Officer (Principal Financial                 May 8, 2000
--------------------------------------------                 and Accounting Officer)
Erin D. Davis

/s/ Chester Beck                                                     Director                                May 2, 2000
--------------------------------------------
Chester Beck

/s/ Willie K. Davis                                                  Director                                May 8, 2000
--------------------------------------------
Willie K. Davis

/s/ Sally Hernandez-Pinero                                           Director                                May 8, 2000
--------------------------------------------
Sally Hernandez-Pinero

/s/ Lance Liebman                                                    Director                                May 2, 2000
--------------------------------------------
Lance Liebman

/s/ Robert C. Rohdie                                                 Director                                May 4, 2000
--------------------------------------------
Robert C. Rohdie

/s/ Lawrence G. Schafran                                             Director                                May 8, 2000
--------------------------------------------
Lawrence G. Schafran

/s/ Raymond V.J. Schrag                                              Director                                May 8, 2000
--------------------------------------------
Raymond V. J. Schrag

/s/ Michael E. Smith                                                 Director                                May 2, 2000
--------------------------------------------
Michael E. Smith
</TABLE>


<PAGE>   8


                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                    DESCRIPTION
--------                                  -----------
<S>               <C>
     1.1          Articles of Incorporation of Vinland Property Corporation as
                  filed with and endorsed by the Secretary of State of
                  California on July 22, 1997 (incorporation by reference is
                  made to Exhibit 3.1 to Form 8-K of Tarragon Realty Investors,
                  Inc. for event reported July 10, 1997).

     1.2          Articles of Incorporation of Tarragon Realty Investors, Inc.
                  filed with and approved by the Secretary of State of Nevada on
                  April 2, 1997 (incorporation by reference is made to Exhibit
                  3.2 to Form 8-K of Tarragon Realty Investors, Inc. for event
                  reported July 10, 1997).

     1.3          Bylaws of Tarragon Realty Investors, Inc. as adopted April 3,
                  1997 (incorporation by reference is made to Exhibit 3.3 to
                  Form 8-K of Tarragon Realty Investors, Inc. for event reported
                  July 10, 1997).

     1.4          Agreement and Plan of Merger dated July 24, 1997 of Vinland
                  Property Corporation and Tarragon Realty Investors, Inc.
                  (incorporation by reference is made to Exhibit 3.4 to Form 8-K
                  of Tarragon Realty Investors, Inc. for event reported July 10,
                  1997).

     1.5          Articles of Merger of Vinland Property Corporation into
                  Tarragon Realty Investors, Inc. as filed with and approved
                  with the Secretary of State of Nevada July 25, 1997
                  (incorporation by reference is made to Exhibit 3.5 to Form 8-K
                  of Tarragon Realty Investors, Inc. for event reported July 10,
                  1997).

     1.6          Articles of Incorporation of National Income Realty
                  Corporation filed with and approved by the Secretary of State
                  of California on November 23, 1998 (incorporation by reference
                  is made to Exhibit 3.8) to Form 8-K of Tarragon Realty
                  Investors, Inc. for event reported November 24, 1998).

     1.7          Agreement and Plan of Merger dated June 5, 1998 between
                  Tarragon Realty Investors, Inc. and National Income Realty
                  Trust (incorporation by reference is made to Exhibit 2.1 to
                  Form 8-K of Tarragon Realty Investors, Inc. for event reported
                  June 5, 1998).

     1.8          Articles of Merger of National Income Realty Corporation into
                  Tarragon Realty Investors, Inc. as filed with and approved by
                  the Secretary of State of Nevada November 24, 1998
                  (incorporation by reference is made to Exhibit 3.9 to Form 8-K
                  of Tarragon Realty Investors, Inc. for event reported November
                  24, 1998).

     4.1          Indenture Agreement dated September 15, 1993 between Vinland
                  Property Trust and American Stock Transfer and Trust Company
                  (incorporation by reference is made to Exhibit 4.7 to
                  Registration Statement No. 33-66294 on Form S-11).

     4.2          Amended and Restated Independent Director Share Option and
                  Incentive Plan, as adopted July 21, 1995 and amended July 25,
                  1997 and November 24, 1998 (attached to the Prospectus as
                  Appendix A).

    *5.1          Form of opinion of Prager, Metzger & Kroemer PLLC as to the
                  legality of the securities.

    *5.2          Form of opinion of Lewis and Roca, LLP as to the legality of
                  the securities.

    23.1          Consent of Prager, Metzger & Kroemer PLLC (included in Exhibit
                  5.1)

    23.2          Consent of Lewis and Roca, LLP (included in Exhibit 5.2)

   *23.3          Consent of Arthur Andersen LLP.

    24.1          Power of Attorney (set forth on signature page).
</TABLE>

----------------
         * Filed herewith.
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1
                                                  REGISTRATION NO. _____________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         TARRAGON REALTY INVESTORS, INC.

--------------------------------------------------------------------------------
        (Exact name of registrant as specified in governing instruments)

             Nevada                                             94-2432628
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

3100 Monticello Avenue, Suite 200, Dallas, Texas                    75205
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)

          Amended and Restated Independent Director Share Option Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                            William S. Friedman, Esq.
                   280 Park Avenue, East Building, 20th Floor
                            New York, New York 10017
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                      (212) 949-5000 o (212) 949-8001 (Fax)
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                 With a Copy to:
                             Steven C. Metzger, Esq.
                         Prager, Metzger & Kroemer PLLC
                           2626 Cole Avenue, Suite 900
                               Dallas, Texas 75204
                      (214) 969-7600 o (214) 523-3838 (Fax)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                                             Proposed
                                                     Proposed                maximum
 Title of securities         Amount to be         maximum offering      aggregate offering          Amount of
  to be registered          registered (1)       price per units(s)          price (2)        registration fee (2)
--------------------------------------------------------------------------------------------------------------------
Tarragon Realty                191,164           $4.61-$11.00           $1,521,651.76          $401.72
Investors, Inc.                Shares
Common Stock, par
value $0.01 per share
--------------------------------------------------------------------------------------------------------------------
(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
         Registration Statement also covers an indeterminate additional amount
         of shares of common stock to be offered or sold pursuant to the
         anti-dilution provisions of the Amended and Restated Independent
         Director Share Option Plan.

(2)      Calculated based on 191,164 shares subject to options issued under the
         Amended and Restated Independent Director Share Option Plan at exercise
         prices ranging from $4.61 to $11.00 per share, and the remaining 72,633
         shares at a price per share calculated on the basis of the closing
         sales price per share, as reported on NASDAQ on May 5, 2000 of $9.875,
         all in accordance with Rule 457(h) promulgated under the Securities Act
         of 1933, as amended.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         Not required to be filed with this Registration Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not required to be filed with this Registration Statement.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         We incorporate by reference the following documents, which we have
previously filed with the SEC (File No. 0-8003):

         1.       Tarragon's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1999.

         2.       Description of Tarragon's common stock set forth in a
                  registration statement on Form 8-B, filed with the SEC on
                  August 20, 1997 (File No. 000-22999).

         3.       All reports which we have filed pursuant to Sections 13(a) or
                  15(d) of the Securities Exchange Act of 1934, as amended,
                  since December 31, 1999.

         All documents which we subsequently file pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this Registration Statement, which indicate that all of the shares
of common stock offered have been sold or which de-registers all of such shares
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Tarragon's Articles of Incorporation provide that it "shall indemnify
to the fullest extent authorized or permitted by law . . . any person made or
threatened to be made a party or witness to any action, suit or proceeding
(whether civil, criminal or otherwise) by reason of the fact that such person is
or was a director, officer, employee or agent" of Tarragon. Further, Tarragon's
Bylaws provide that "[e]ach officer, director or employee . . . shall be
indemnified . . . to the full extent permitted under Chapter 78 of the Nevada
Revised Statutes . . . and other applicable law."

         Pursuant to the NRS, a corporation may indemnify persons for expenses
related to an action, suit or proceeding, except an action by or in the right of
the corporation, by reason of the fact that such person is or was a director,
officer, employee or agent, if such person acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, if such
person had no reasonable cause to believe his conduct was unlawful. The expenses
indemnified against in this provision include attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with the action, suit or proceeding. The NRS further provides that a corporation
may indemnify persons for attorneys' fees related to an action, suit or
proceeding by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that such person is or was a director, officer,
employee or agent, if such person acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. A corporation may also indemnify directors for amounts paid in
judgments and settlements in such a suit, but only if ordered by a court after
determining that the person is "fairly and reasonably" entitled to indemnity.

         Under the Management Liability Provision of Tarragon's Articles of
Incorporation, directors do not have personal liability to Tarragon or to its
stockholders for monetary damages for any breach of their fiduciary duties as
directors (including, without limitation, any liability for gross negligence in
the performance of their duties), except

                                      II-i
4

         o        for acts or omissions which involve intentional misconduct,
                  fraud or a knowing violation of law or

         o        for the payment of dividends in violation of NRS 78.300.

         By precluding personal liability for certain breaches of fiduciary
duty, including grossly negligent business decisions made in connection with
evaluating takeover proposals to acquire Tarragon, the Management Liability
Provision supplements indemnification rights afforded under Tarragon's Articles
of Incorporation and Bylaws which provide, in substance, that Tarragon shall
indemnify its directors, officers, employees and agents to the fullest extent
permitted by the NRS and other applicable laws.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
Tarragon under the foregoing provisions, we have been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than for the payment by Tarragon
of expenses incurred or paid by a director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted against
Tarragon by any director, officer or controlling person in connection with the
securities being registered, Tarragon will, unless in the opinion of counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

  Exhibit
Designation                               Description
-----------                               -----------
     1.1          Articles of Incorporation of Vinland Property Corporation as
                  filed with and endorsed by the Secretary of State of
                  California on July 22, 1997 (incorporation by reference is
                  made to Exhibit 3.1 to Form 8-K of Tarragon Realty Investors,
                  Inc. for event reported July 10, 1997).

     1.2          Articles of Incorporation of Tarragon Realty Investors, Inc.
                  filed with and approved by the Secretary of State of Nevada on
                  April 2, 1997 (incorporation by reference is made to Exhibit
                  3.2 to Form 8-K of Tarragon Realty Investors, Inc. for event
                  reported July 10, 1997).

     1.3          Bylaws of Tarragon Realty Investors, Inc. as adopted April 3,
                  1997 (incorporation by reference is made to Exhibit 3.3 to
                  Form 8-K of Tarragon Realty Investors, Inc. for event reported
                  July 10, 1997).

     1.4          Agreement and Plan of Merger dated July 24, 1997 of Vinland
                  Property Corporation and Tarragon Realty Investors, Inc.
                  (incorporation by reference is made to Exhibit 3.4 to Form 8-K
                  of Tarragon Realty Investors, Inc. for event reported July 10,
                  1997).

     1.5          Articles of Merger of Vinland Property Corporation into
                  Tarragon Realty Investors, Inc. as filed with and approved
                  with the Secretary of State of Nevada July 25, 1997
                  (incorporation by reference is made to Exhibit 3.5 to Form 8-K
                  of Tarragon Realty Investors, Inc. for event reported July 10,
                  1997).

     1.6          Articles of Incorporation of National Income Realty
                  Corporation filed with and approved by the Secretary of State
                  of California on November 23, 1998 (incorporation by reference
                  is made to Exhibit 3.8) to Form 8-K of Tarragon Realty
                  Investors, Inc. for event reported November 24, 1998).

     1.7          Agreement and Plan of Merger dated June 5, 1998 between
                  Tarragon Realty Investors, Inc. and National Income Realty
                  Trust (incorporation by reference is made to Exhibit 2.1 to
                  Form 8-K of Tarragon Realty Investors, Inc. for event reported
                  June 5, 1998).

                                     II-ii
5

  Exhibit
Designation                               Description
-----------                               -----------

     1.8          Articles of Merger of National Income Realty Corporation into
                  Tarragon Realty Investors, Inc. as filed with and approved by
                  the Secretary of State of Nevada November 24, 1998
                  (incorporation by reference is made to Exhibit 3.9 to Form 8-K
                  of Tarragon Realty Investors, Inc. for event reported November
                  24, 1998).

     4.1          Indenture Agreement dated September 15, 1993 between Vinland
                  Property Trust and American Stock Transfer and Trust Company
                  (incorporation by reference is made to Exhibit 4.7 to
                  Registration Statement No. 33-66294 on Form S-11).

     4.2          Amended and Restated Independent Director Share Option and
                  Incentive Plan, as adopted July 21, 1995 and amended July 25,
                  1997 and November 24, 1998 (attached to the Prospectus as
                  Appendix A).

    *5.1          Form of opinion of Prager, Metzger & Kroemer PLLC as to the
                  legality of the securities.

    *5.2          Form of opinion of Lewis and Roca, LLP as to the legality of
                  the securities.

    23.1          Consent of Prager, Metzger & Kroemer PLLC (included in Exhibit
                  5.1)

    23.2          Consent of Lewis and Roca, LLP (included in Exhibit 5.2)

   *23.3          Consent of Arthur Andersen LLP.

    24.1          Power of Attorney (set forth on signature page).

----------------
         * Filed herewith.

ITEM 9.  UNDERTAKINGS.

(a)      The undersigned Registrant hereby undertakes:

         To file, during any period in which offers or sales are being made, a
         post-effective amendment to this Registration Statement:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act;

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

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

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

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

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

                                     II-iii
6

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

(c)      Insofar as indemnification by the Registrant for liabilities arising
         under the Securities Act may be permitted to directors, officers, and
         controlling persons of the Registrant pursuant to the provisions
         described in the Item 6 or otherwise, the Registrant has been advised
         that in the opinion of the Securities and Exchange Commission such
         indemnification is against public policy as expressed in the Securities
         Act and is, therefore, unenforceable. In the event that a claim for
         indemnification by the Registrant against such liabilities (other than
         the payment by the registrant of expenses incurred or paid by a
         director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         subject to a court of appropriate jurisdiction the question whether
         such indemnification by it is against public policy as expressed in the
         Securities Act and will be governed by the final adjudication of such
         issue.

                                     II-iv
7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a Form S-8 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on May 8,
2000.

                                        TARRAGON REALTY INVESTORS, INC.

                                        By: /s/ William S. Friedman
                                            ----------------------------------
                                            William S. Friedman, President,
                                            Chief Executive Officer and Director

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below on this Registration Statement constitutes and appoints each of William S.
Friedman and Erin D. Davis, his true and lawful attorney-in-fact and agent, with
full power of substitution and re-substitution for him or her and in his or her
name, place and stead, in any and all capacities (until revoked in writing) to
sign any and all amendments (including post-effective amendments thereto) to
this Registration Statement of Tarragon Realty Investors, Inc. and to file same,
with all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent, or any of them, or their or his or her substitute or substitutes, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated.
SIGNATURE                                              TITLE                            DATE
Chairman of the Board of Directors
/s/ Carl B. Weisbrod                                               and Director                              May 2, 2000
--------------------------------------------
Carl B. Weisbrod
                                                      President, Chief Executive Officer and
/s/ William S. Friedman                               Director (Principal Executive Officer)                 May 8, 2000
--------------------------------------------
William S. Friedman
                                                        Executive Vice President and Chief
/s/ Erin D. Davis                                     Financial Officer (Principal Financial                 May 8, 2000
--------------------------------------------                 and Accounting Officer)
Erin D. Davis

/s/ Chester Beck                                                     Director                                May 2, 2000
--------------------------------------------
Chester Beck

/s/ Willie K. Davis                                                  Director                                May 8, 2000
--------------------------------------------
Willie K. Davis

/s/ Sally Hernandez-Pinero                                           Director                                May 8, 2000
--------------------------------------------
Sally Hernandez-Pinero

/s/ Lance Liebman                                                    Director                                May 2, 2000
--------------------------------------------
Lance Liebman

/s/ Robert C. Rohdie                                                 Director                                May 4, 2000
--------------------------------------------
Robert C. Rohdie

/s/ Lawrence G. Schafran                                             Director                                May 8, 2000
--------------------------------------------
Lawrence G. Schafran

/s/ Raymond V.J. Schrag                                              Director                                May 8, 2000
--------------------------------------------
Raymond V. J. Schrag

/s/ Michael E. Smith                                                 Director                                May 2, 2000
--------------------------------------------
Michael E. Smith
8

                               INDEX TO EXHIBITS
EXHIBIT
NUMBER                                    DESCRIPTION
--------                                  -----------
1.1          Articles of Incorporation of Vinland Property Corporation as
                  filed with and endorsed by the Secretary of State of
                  California on July 22, 1997 (incorporation by reference is
                  made to Exhibit 3.1 to Form 8-K of Tarragon Realty Investors,
                  Inc. for event reported July 10, 1997).

     1.2          Articles of Incorporation of Tarragon Realty Investors, Inc.
                  filed with and approved by the Secretary of State of Nevada on
                  April 2, 1997 (incorporation by reference is made to Exhibit
                  3.2 to Form 8-K of Tarragon Realty Investors, Inc. for event
                  reported July 10, 1997).

     1.3          Bylaws of Tarragon Realty Investors, Inc. as adopted April 3,
                  1997 (incorporation by reference is made to Exhibit 3.3 to
                  Form 8-K of Tarragon Realty Investors, Inc. for event reported
                  July 10, 1997).

     1.4          Agreement and Plan of Merger dated July 24, 1997 of Vinland
                  Property Corporation and Tarragon Realty Investors, Inc.
                  (incorporation by reference is made to Exhibit 3.4 to Form 8-K
                  of Tarragon Realty Investors, Inc. for event reported July 10,
                  1997).

     1.5          Articles of Merger of Vinland Property Corporation into
                  Tarragon Realty Investors, Inc. as filed with and approved
                  with the Secretary of State of Nevada July 25, 1997
                  (incorporation by reference is made to Exhibit 3.5 to Form 8-K
                  of Tarragon Realty Investors, Inc. for event reported July 10,
                  1997).

     1.6          Articles of Incorporation of National Income Realty
                  Corporation filed with and approved by the Secretary of State
                  of California on November 23, 1998 (incorporation by reference
                  is made to Exhibit 3.8) to Form 8-K of Tarragon Realty
                  Investors, Inc. for event reported November 24, 1998).

     1.7          Agreement and Plan of Merger dated June 5, 1998 between
                  Tarragon Realty Investors, Inc. and National Income Realty
                  Trust (incorporation by reference is made to Exhibit 2.1 to
                  Form 8-K of Tarragon Realty Investors, Inc. for event reported
                  June 5, 1998).

     1.8          Articles of Merger of National Income Realty Corporation into
                  Tarragon Realty Investors, Inc. as filed with and approved by
                  the Secretary of State of Nevada November 24, 1998
                  (incorporation by reference is made to Exhibit 3.9 to Form 8-K
                  of Tarragon Realty Investors, Inc. for event reported November
                  24, 1998).

     4.1          Indenture Agreement dated September 15, 1993 between Vinland
                  Property Trust and American Stock Transfer and Trust Company
                  (incorporation by reference is made to Exhibit 4.7 to
                  Registration Statement No. 33-66294 on Form S-11).

     4.2          Amended and Restated Independent Director Share Option and
                  Incentive Plan, as adopted July 21, 1995 and amended July 25,
                  1997 and November 24, 1998 (attached to the Prospectus as
                  Appendix A).

    *5.1          Form of opinion of Prager, Metzger & Kroemer PLLC as to the
                  legality of the securities.

    *5.2          Form of opinion of Lewis and Roca, LLP as to the legality of
                  the securities.

    23.1          Consent of Prager, Metzger & Kroemer PLLC (included in Exhibit
                  5.1)

    23.2          Consent of Lewis and Roca, LLP (included in Exhibit 5.2)

   *23.3          Consent of Arthur Andersen LLP.

    24.1          Power of Attorney (set forth on signature page).
----------------
         * Filed herewith.