As filed with the Securities and Exchange Commission on November 17, 1999.
                              Registration No. 333-


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          United Investors Realty Trust
             (Exact name of registrant as specified in its charter)

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

                           5847 San Felipe, Suite 850
                              Houston, Texas 77057
          (Address, including zip code, of Principal Executive Offices)

                          United Investors Realty Trust
                        1999 Open Market Purchase Program
                            (Full title of the plan)

                                R. Steven Hamner
                   Vice President and Chief Financial Officer
                           5847 San Felipe, Suite 850
                              Houston, Texas 77057
                                 (713) 781-2860
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)



                                    copy to:

                             Robert V. Jewell, Esq.
                              Andrew & Kurth L.L.P.
                             600 Travis, Suite 4200
                              Houston, Texas 77002

<TABLE>
<CAPTION>
<S>                                               <C>                 <C>                 <C>            <C>
                                                    CALCULATION OF REGISTRATION FEE
============================================= -------------------- ----------------- -------------- ----------------
                                                                                       Proposed
                                                                       Proposed         Maximum
                                                    Amount             Maximum         Aggregate       Amount of
                                                    to be          Offering Price     Offering      Registration
Title of Securities to be Registered           registered (1)(2)    Per Share (3)      Price (3)          Fee
============================================= ==================== ================= ============== ================
Common Shares of Beneficial Interest,           250,000 Shares          $6.375         $1,593,750        $444
    no par value
============================================= ==================== ================= ============== ================
</TABLE>
    (1) The number of shares of Common  Stock  registered  hereby is subject to
adjustment to prevent dilution  resulting from stock splits,  stock dividends or
similar  transactions.

     (2) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities  Act"), this  Registration  Statement also covers an
indeterminate  amount of plan  interests  to be offered or sold  pursuant to the
Plan. In accordance with Rule 457(h)(2),  no separate fee  calculations are made
for plan interests.

     (3)  Estimated  solely  for the  purpose of  calculating  the amount of the
registration  fee pursuant to Rule 457(h) under the  Securities  Act, based upon
the average of the high and low price per share of the Registrant's Common Stock
on the  Nasdaq  National  Market  as  reported  in the Wall  Street  Journal  on
November 12, 1999.
<PAGE>



                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to  participants  as  specified  by Rule  428(b)(1) of the
Securities Act of 1933, as amended (the "Securities  Act").  These documents and
the documents  incorporated herein by reference pursuant to Item 3 of Part II of
this Registration Statement, taken together,  constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act (the "Prospectus").


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

     United  Investors  Realty  Trust  (the  "Company")  incorporates  herein by
reference the following documents as of their respective dates as filed with the
Securities and Exchange Commission (the "Commission"):

     (a)  The Company's  Annual Report on Form 10-K for the year ended  December
          31, 1998;

     (b)  The Company's  Current  Report on Form 8-K/A filed with the Commission
          on March 16, 1999;

     (c)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          March 31, 1999;

     (d)  The Company's Quarterly Report on Form 10-Q for the quarter ended June
          30, 1999;

     (e)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          September 30, 1999; and

     (f)  The description of the Company's common shares of beneficial interest,
          no par  value  (the  "Common  Shares"),  contained  in  the  Company's
          Registration  Statement  on Form  8-A  filed  with the  Commission  on
          February 27, 1998,  pursuant to Section 12 of the Securities  Exchange
          Act of 1934, as amended (the "Exchange Act").

     All documents filed by the Company pursuant to  Section13(a),  13(c), 14 or
15(d) of the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")
subsequent  to  the  date  of  this  Registration  Statement  and  prior  to the
termination  of the offering made hereby shall be deemed to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.  Any  statement  contained  herein or in a document  incorporated  or
deemed to be incorporated  herein by reference shall be deemed to be modified or
superseded for purposes of the Registration  Statement and the Prospectus to the
extent that a statement  contained herein or in any subsequently  filed document
which also is, or is deemed to be,  incorporated by reference herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded,  to constitute a part of the
Registration Statement or the Prospectus.

Item 4.  Description of Securities.

     The information  required by Item 4 is not applicable to this  Registration
Statement  since the class of  securities  to be  offered  is  registered  under
Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         None

Item 6.  Indemnification of Directors and Officers.

     Subsection  (B) of Section 9.20 of the Texas Real Estate  Investment  Trust
Act,  as  amended  (the  "Act"),  empowers  a real  estate  investment  trust to
indemnify any person who was, is, or is threatened to made a named  defendant or
respondent in any threatened, pending, or completed action, suit, or proceeding,
whether civil,  criminal,  administrative,  arbitrative,  or investigative,  any
appeal in such an action,  suit, or proceeding,  or any inquiry or investigation
that can lead to such an action, suit or proceeding because the person is or was
a trust manager,  officer, employee or agent of the real estate investment trust
or is or was  serving at the request of the real  estate  investment  trust as a
trust  manager,  director,  officer,  partner,  venturer,  proprietor,  trustee,
employee, agent, or similar functionary of another real estate investment trust,
corporation,  partnership,  joint venture, sole proprietorship,  trust, employee
benefit plan, or other enterprise  against  expenses  (including court costs and
attorney  fees),  judgments,  penalties,  fines and  settlements if he conducted
himself in good faith and reasonably  believed his conduct was in or not opposed
to the best  interests of the real estate  investment  trust and, in the case of
any criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful.

     The Act further provides that, except to the extent otherwise  permitted by
the Act, a person may not be indemnified in respect of a proceeding in which the
person  is found  liable on the  basis  that  personal  benefit  was  improperly
received  by him or in which  the  person  is found  liable  to the real  estate
investment trust.  Indemnification pursuant to Subsection (B) of Section 9.20 of
the Act is limited to reasonable  expenses actually incurred and may not be made
in respect  of any  proceeding  in which the  person  has been found  liable for
willful or  intentional  misconduct in the  performance  of his duty to the real
estate investment trust.

     Subsection  (C) of Section  15.10 of the Act provides  that a trust manager
shall not be liable for any claims or damages  that may result  from his acts in
the discharge of any duty imposed or power conferred upon him by the real estate
investment  trust,  if, in the exercise of ordinary care, he acted in good faith
and in reliance upon information,  opinions,  reports, or statements,  including
financial  statements  and other  financial  data,  concerning  the real  estate
investment  trust,  that were  prepared or presented by officers or employees of
the real estate investment trust, legal counsel, public accountants,  investment
bankers,  or certain  other  professionals,  or a committee of trust  manager of
which the trust manager is not a member. In addition,  no trust manager shall be
liable to the real estate investment trust for any act, omission,  loss, damage,
or expense arising from the performance of his duty to a real estate  investment
trust, save only for his own willful  misfeasance,  willful malfeasance or gross
negligence.

     Article  Sixteen of our First  Amended and  Restated  Declaration  of Trust
provides  that we shall  indemnify  officers  and trust  managers,  as set forth
below:

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

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

Item 7.  Exemption from Registration Claimed.

         The  information  required  by  Item  7  is  not  applicable  to  this
     Registration Statement.

Item 8.  Exhibits.

Exhibit Number      Description

4.1                 First   Amended   and   Restated    Declaration   of   Trust
                    (incorporated   by   reference   to   Exhibit   3.1  to  our
                    registration  statement  on Form S-11,  dated  March 5, 1998
                    (File No. 333-29475)).

4.2                 First Amended and Restated Bylaws (incorporated by reference
                    to Exhibit 3.2 to our  registration  statement on Form S-11,
                    dated March 5, 1998 (File No. 333-29475)).

4.3                 Specimen  certificate  for common  shares  (incorporated  by
                    reference  to Exhibit 4.2 of our  registration  statement on
                    Form S-11, dated March 5, 1998 (File No. 333-29475)).

23.1*               Consent of Ernst & Young LLP.

24.1*               Power  of  Attorney  (set  forth  on  the   signature   page
                    contained in Part II of this Registration Statement).

_______________
* Filed herewith.

Item 9.  Undertakings

(a)  The undersigned registrant hereby undertakes:

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

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

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent no more than a 20 percent change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective registration statement;

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

     Provided,  however,  that paragraphs (1)(i) and (1)(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 with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

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

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

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 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 this 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 for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant  pursuant to the provisions  described in Item 6 of this Registration
Statement, or otherwise,  the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  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,
submit  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.




<PAGE>

                                  SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933,  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Houston, State of Texas, on the 17th day of November,
1999.

                          UNITED INVESTORS REALTY TRUST



                                       By:/s/ Robert W. Scharar
                                          ---------------------
                                          Robert W. Scharar
                                          Chairman of the Board, Chief Executive
                                          Officer and Trust Manager


                                Power of Attorney

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby  constitutes and appoints  Robert W.  Scharar and R. Steven Hamner,
and each of them, his true and lawful  attorneys-in-fact  and agents,  with full
power of substitution and resubstitution,  for him, and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file this
Registration  Statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation,  post-effective amendments), with
all  exhibits  and any and all  documents  required  to be  filed  with  respect
thereto,   with  the  Securities  and  Exchange  Commission  or  any  regulatory
authority,  granting unto such  attorneys-in-fact  and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do if personally  present,  hereby  ratifying and confirming all that such
attorneys-in-fact   and  agents,   or  any  of  them,  or  their  substitute  or
substitutes, may lawfully do or cause to be done.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on November 17, 1999.

Signature                              Title

/s/ Robert W. Scharar    Chairman  of the Board,  Chief  Executive  Officer  and
---------------------    Trust Manager (Principal Executive Officer)
Robert W. Scharar



/s/ R. Steven Hamner
---------------------
R. Steven Hamner         Vice President and Chief Financial  Officer  (principal
                         financial and accounting officer)


/s/ William C. Brooks
---------------------
William C. Brooks        Trust Manager


/s/ Josef C. Hermans
---------------------
Josef C. Hermans         Trust Manager


/s/ Deborah G. Moffett
---------------------
Deborah G. Moffett       Trust Manager


<PAGE>


HOU:496202.1
                                  EXHIBIT INDEX

Exhibit Number      Description

4.1                 First   Amended   and   Restated    Declaration   of   Trust
                    (incorporated   by   reference   to   Exhibit   3.1  to  our
                    registration  statement  on Form S-11,  dated  March 5, 1998
                    (File No. 333-29475)).

4.2                 First Amended and Restated Bylaws (incorporated by reference
                    to Exhibit 3.2 to our  registration  statement on Form S-11,
                    dated March 5, 1998 (File No. 333-29475)).

4.3                 Specimen  certificate  for common  shares  (incorporated  by
                    reference  to Exhibit 4.2 of our  registration  statement on
                    Form S-11, dated March 5, 1998 (File No. 333-29475)).

23.1*               Consent of Ernst & Young LLP.

24.1*               Power  of  Attorney  (set  forth  on  the   signature   page
                    contained  in  Part  II  of  this  Registration  Statement).
_______________
* Filed herewith.

<PAGE>

                                                                    Exhibit 23.1





                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We consent to the incorporation by reference in this Registration Statement
on Form S-8 pertaining to the 1999 Open Market Purchase Plan of United Investors
Realty  Trust  of  our  report  dated  February  3,  1999  with  respect  to the
Consolidated  Financial Statements and Schedule of United Investors Realty Trust
and  Subsidiaries  included in its Annual Report on Form 10-K for the year ended
December  31,1998,  and our  report  dated  March 12,  1999 with  respect to the
Historical  Summary of Gross Income and Direct Operating  Expenses of the Dallas
Portfolio for the year ended December  31,1998 included in the Current Report on
Form 8-K/A of United Investors Realty Trust dated December 31, 1998 (filed March
16,1999), filed with the Securities and Exchange Commission.



                                                          /s/ Ernst & Young LLP
                                                          ----------------------
                                                          ERNST & YOUNG LLP

Dallas, Texas
November 15, 1999
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 23193}]
{"company-data": {"conformed-name": "UNITED INVESTORS REALTY TRUST", "cik": "0000868196", "assigned-sic": "6798", "irs-number": "760265701", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91133", "film-number": "99759700"}, "business-address": {"street1": "5847 SAN FELIPE STE 850", "city": "HOUSTON", "state": "TX", "zip": "77057", "phone": "7137812860"}, "mail-address": {"street1": "5847 SAN FELIPE SUITE 850", "city": "HOUSTON", "state": "TX", "zip": "77057"}}
As filed with the Securities and Exchange Commission on November 17, 1999.
                              Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          United Investors Realty Trust
             (Exact name of registrant as specified in its charter)

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

                           5847 San Felipe, Suite 850
                              Houston, Texas 77057
          (Address, including zip code, of Principal Executive Offices)

                          United Investors Realty Trust
                        1999 Open Market Purchase Program
                            (Full title of the plan)

                                R. Steven Hamner
                   Vice President and Chief Financial Officer
                           5847 San Felipe, Suite 850
                              Houston, Texas 77057
                                 (713) 781-2860
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    copy to:

                             Robert V. Jewell, Esq.
                              Andrew & Kurth L.L.P.
                             600 Travis, Suite 4200
                              Houston, Texas 77002
CALCULATION OF REGISTRATION FEE
============================================= -------------------- ----------------- -------------- ----------------
                                                                                       Proposed
                                                                       Proposed         Maximum
                                                    Amount             Maximum         Aggregate       Amount of
                                                    to be          Offering Price     Offering      Registration
Title of Securities to be Registered           registered (1)(2)    Per Share (3)      Price (3)          Fee
============================================= ==================== ================= ============== ================
Common Shares of Beneficial Interest,           250,000 Shares          $6.375         $1,593,750        $444
    no par value
============================================= ==================== ================= ============== ================
(1) The number of shares of Common  Stock  registered  hereby is subject to
adjustment to prevent dilution  resulting from stock splits,  stock dividends or
similar  transactions.

     (2) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities  Act"), this  Registration  Statement also covers an
indeterminate  amount of plan  interests  to be offered or sold  pursuant to the
Plan. In accordance with Rule 457(h)(2),  no separate fee  calculations are made
for plan interests.

     (3)  Estimated  solely  for the  purpose of  calculating  the amount of the
registration  fee pursuant to Rule 457(h) under the  Securities  Act, based upon
the average of the high and low price per share of the Registrant's Common Stock
on the  Nasdaq  National  Market  as  reported  in the Wall  Street  Journal  on
November 12, 1999.
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to  participants  as  specified  by Rule  428(b)(1) of the
Securities Act of 1933, as amended (the "Securities  Act").  These documents and
the documents  incorporated herein by reference pursuant to Item 3 of Part II of
this Registration Statement, taken together,  constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act (the "Prospectus").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

     United  Investors  Realty  Trust  (the  "Company")  incorporates  herein by
reference the following documents as of their respective dates as filed with the
Securities and Exchange Commission (the "Commission"):

     (a)  The Company's  Annual Report on Form 10-K for the year ended  December
          31, 1998;

     (b)  The Company's  Current  Report on Form 8-K/A filed with the Commission
          on March 16, 1999;

     (c)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          March 31, 1999;

     (d)  The Company's Quarterly Report on Form 10-Q for the quarter ended June
          30, 1999;

     (e)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
          September 30, 1999; and

     (f)  The description of the Company's common shares of beneficial interest,
          no par  value  (the  "Common  Shares"),  contained  in  the  Company's
          Registration  Statement  on Form  8-A  filed  with the  Commission  on
          February 27, 1998,  pursuant to Section 12 of the Securities  Exchange
          Act of 1934, as amended (the "Exchange Act").

     All documents filed by the Company pursuant to  Section13(a),  13(c), 14 or
15(d) of the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")
subsequent  to  the  date  of  this  Registration  Statement  and  prior  to the
termination  of the offering made hereby shall be deemed to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.  Any  statement  contained  herein or in a document  incorporated  or
deemed to be incorporated  herein by reference shall be deemed to be modified or
superseded for purposes of the Registration  Statement and the Prospectus to the
extent that a statement  contained herein or in any subsequently  filed document
which also is, or is deemed to be,  incorporated by reference herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded,  to constitute a part of the
Registration Statement or the Prospectus.

Item 4.  Description of Securities.

     The information  required by Item 4 is not applicable to this  Registration
Statement  since the class of  securities  to be  offered  is  registered  under
Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         None

Item 6.  Indemnification of Directors and Officers.

     Subsection  (B) of Section 9.20 of the Texas Real Estate  Investment  Trust
Act,  as  amended  (the  "Act"),  empowers  a real  estate  investment  trust to
indemnify any person who was, is, or is threatened to made a named  defendant or
respondent in any threatened, pending, or completed action, suit, or proceeding,
whether civil,  criminal,  administrative,  arbitrative,  or investigative,  any
appeal in such an action,  suit, or proceeding,  or any inquiry or investigation
that can lead to such an action, suit or proceeding because the person is or was
a trust manager,  officer, employee or agent of the real estate investment trust
or is or was  serving at the request of the real  estate  investment  trust as a
trust  manager,  director,  officer,  partner,  venturer,  proprietor,  trustee,
employee, agent, or similar functionary of another real estate investment trust,
corporation,  partnership,  joint venture, sole proprietorship,  trust, employee
benefit plan, or other enterprise  against  expenses  (including court costs and
attorney  fees),  judgments,  penalties,  fines and  settlements if he conducted
himself in good faith and reasonably  believed his conduct was in or not opposed
to the best  interests of the real estate  investment  trust and, in the case of
any criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful.

     The Act further provides that, except to the extent otherwise  permitted by
the Act, a person may not be indemnified in respect of a proceeding in which the
person  is found  liable on the  basis  that  personal  benefit  was  improperly
received  by him or in which  the  person  is found  liable  to the real  estate
investment trust.  Indemnification pursuant to Subsection (B) of Section 9.20 of
the Act is limited to reasonable  expenses actually incurred and may not be made
in respect  of any  proceeding  in which the  person  has been found  liable for
willful or  intentional  misconduct in the  performance  of his duty to the real
estate investment trust.

     Subsection  (C) of Section  15.10 of the Act provides  that a trust manager
shall not be liable for any claims or damages  that may result  from his acts in
the discharge of any duty imposed or power conferred upon him by the real estate
investment  trust,  if, in the exercise of ordinary care, he acted in good faith
and in reliance upon information,  opinions,  reports, or statements,  including
financial  statements  and other  financial  data,  concerning  the real  estate
investment  trust,  that were  prepared or presented by officers or employees of
the real estate investment trust, legal counsel, public accountants,  investment
bankers,  or certain  other  professionals,  or a committee of trust  manager of
which the trust manager is not a member. In addition,  no trust manager shall be
liable to the real estate investment trust for any act, omission,  loss, damage,
or expense arising from the performance of his duty to a real estate  investment
trust, save only for his own willful  misfeasance,  willful malfeasance or gross
negligence.

     Article  Sixteen of our First  Amended and  Restated  Declaration  of Trust
provides  that we shall  indemnify  officers  and trust  managers,  as set forth
below:

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

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

Item 7.  Exemption from Registration Claimed.

         The  information  required  by  Item  7  is  not  applicable  to  this
     Registration Statement.

Item 8.  Exhibits.

Exhibit Number      Description

4.1                 First   Amended   and   Restated    Declaration   of   Trust
                    (incorporated   by   reference   to   Exhibit   3.1  to  our
                    registration  statement  on Form S-11,  dated  March 5, 1998
                    (File No. 333-29475)).

4.2                 First Amended and Restated Bylaws (incorporated by reference
                    to Exhibit 3.2 to our  registration  statement on Form S-11,
                    dated March 5, 1998 (File No. 333-29475)).

4.3                 Specimen  certificate  for common  shares  (incorporated  by
                    reference  to Exhibit 4.2 of our  registration  statement on
                    Form S-11, dated March 5, 1998 (File No. 333-29475)).

23.1*               Consent of Ernst & Young LLP.

24.1*               Power  of  Attorney  (set  forth  on  the   signature   page
                    contained in Part II of this Registration Statement).

_______________
* Filed herewith.

Item 9.  Undertakings

(a)  The undersigned registrant hereby undertakes:

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

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

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent no more than a 20 percent change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective registration statement;

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

     Provided,  however,  that paragraphs (1)(i) and (1)(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 with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

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

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

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 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 this 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 for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant  pursuant to the provisions  described in Item 6 of this Registration
Statement, or otherwise,  the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  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,
submit  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.
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933,  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Houston, State of Texas, on the 17th day of November,
1999.

                          UNITED INVESTORS REALTY TRUST

                                       By:/s/ Robert W. Scharar
                                          ---------------------
                                          Robert W. Scharar
                                          Chairman of the Board, Chief Executive
                                          Officer and Trust Manager

                                Power of Attorney

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby  constitutes and appoints  Robert W.  Scharar and R. Steven Hamner,
and each of them, his true and lawful  attorneys-in-fact  and agents,  with full
power of substitution and resubstitution,  for him, and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file this
Registration  Statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation,  post-effective amendments), with
all  exhibits  and any and all  documents  required  to be  filed  with  respect
thereto,   with  the  Securities  and  Exchange  Commission  or  any  regulatory
authority,  granting unto such  attorneys-in-fact  and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do if personally  present,  hereby  ratifying and confirming all that such
attorneys-in-fact   and  agents,   or  any  of  them,  or  their  substitute  or
substitutes, may lawfully do or cause to be done.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on November 17, 1999.

Signature                              Title

/s/ Robert W. Scharar    Chairman  of the Board,  Chief  Executive  Officer  and
---------------------    Trust Manager (Principal Executive Officer)
Robert W. Scharar

/s/ R. Steven Hamner
---------------------
R. Steven Hamner         Vice President and Chief Financial  Officer  (principal
                         financial and accounting officer)

/s/ William C. Brooks
---------------------
William C. Brooks        Trust Manager

/s/ Josef C. Hermans
---------------------
Josef C. Hermans         Trust Manager

/s/ Deborah G. Moffett
---------------------
Deborah G. Moffett       Trust Manager
HOU:496202.1
                                  EXHIBIT INDEX

Exhibit Number      Description

4.1                 First   Amended   and   Restated    Declaration   of   Trust
                    (incorporated   by   reference   to   Exhibit   3.1  to  our
                    registration  statement  on Form S-11,  dated  March 5, 1998
                    (File No. 333-29475)).

4.2                 First Amended and Restated Bylaws (incorporated by reference
                    to Exhibit 3.2 to our  registration  statement on Form S-11,
                    dated March 5, 1998 (File No. 333-29475)).

4.3                 Specimen  certificate  for common  shares  (incorporated  by
                    reference  to Exhibit 4.2 of our  registration  statement on
                    Form S-11, dated March 5, 1998 (File No. 333-29475)).

23.1*               Consent of Ernst & Young LLP.

24.1*               Power  of  Attorney  (set  forth  on  the   signature   page
                    contained  in  Part  II  of  this  Registration  Statement).
_______________
* Filed herewith.
Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We consent to the incorporation by reference in this Registration Statement
on Form S-8 pertaining to the 1999 Open Market Purchase Plan of United Investors
Realty  Trust  of  our  report  dated  February  3,  1999  with  respect  to the
Consolidated  Financial Statements and Schedule of United Investors Realty Trust
and  Subsidiaries  included in its Annual Report on Form 10-K for the year ended
December  31,1998,  and our  report  dated  March 12,  1999 with  respect to the
Historical  Summary of Gross Income and Direct Operating  Expenses of the Dallas
Portfolio for the year ended December  31,1998 included in the Current Report on
Form 8-K/A of United Investors Realty Trust dated December 31, 1998 (filed March
16,1999), filed with the Securities and Exchange Commission.

                                                          /s/ Ernst & Young LLP
                                                          ----------------------
                                                          ERNST & YOUNG LLP

Dallas, Texas
November 15, 1999