SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549

                  -------------------------------------------


                                   FORM 8-K




                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


   Date of report (Date of earliest event reported):  December 31, 1997




                          WEINGARTEN REALTY INVESTORS
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)




                     ____________________________________
                         (Commission File Number)




                          Texas                                74-1464203
                    ------------------                         ----------
            (State or other jurisdiction of                (I.R.S. Employer
             incorporation or organization)               Identification No.)
2600 Citadel Plaza Drive, P.O. Box 924133, Houston, Texas      77292-4133
---------------------------------------------------------      ----------
      (Address of principal executive offices)                 (Zip Code)




      Registrant's telephone number, including area code: (713) 866-6000
                                                          --------------





<PAGE>


ITEM  2.  ACQUISITION OR DISPOSITION OF ASSETS

     During the year ended December 31, 1997, Weingarten Realty Investors (the
"Company")  acquired  eight  retail centers, three industrial projects and its
joint  venture  partner's  85%  interest  in  four  other  retail  centers.
Additionally,  the  Company  acquired  the  second phase of a retail center it
already  owned  and  completed  the  funding of acquisition costs for a retail
center  upon  execution  of  leases  and  satisfaction  of  other  conditions.
Material  factors  considered  in each of the acquisitions made by the Company
include historical and prospective financial performance of the center, credit
quality  of  the  tenancy,  local  and  regional  demographics,  location  and
competition,  ad  valorem tax rates, condition of the property and the related
anticipated  level  of capital expenditures required.  The total investment in
acquisitions during 1997 was $111.0 million.  Audited financial statements and
unaudited pro forma financial information on these properties are submitted in
ITEM  7.  below.


ITEM  7.  FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS


     The  following  financial  statements, pro forma financial statements and
exhibits  are  filed  as  part  of  this  report:

(a)  and  (b)  Financial  statements  of  businesses  acquired  and  pro forma
financial  information:

     1.  Rainbow  Plaza  Shopping  Center

        (i)   Independent  Auditors'  Report


        (ii)  Statement of Revenue and Certain Expenses for the period
              from January  1,  1997  to  October  22,  1997

        (iii) Notes  to  Statement  of  Revenue  and  Certain  Expenses

<PAGE>

     2.  AMRESCO/Weingarten  Joint  Venture

           i.  Mesquite  Center,  Ltd.  (A  Joint  Venture)

               (a)   Report  of  Independent  Auditors

               (b)   Financial Statements for the Three Years Ended
                     December 31,  1997

               (c)   Notes  to  Financial  Statements

          ii.  Eastdale  Center,  Ltd.  (A  Joint  Venture)

               (a)   Report  of  Independent  Auditors

               (b)   Financial Statements for the Three Years Ended
                     December 31,  1997

               (c)   Notes  to  Financial  Statements


         iii.  Coronado  Center,  Ltd.  (A  Joint  Venture)

               (a)   Report  of  Independent  Auditors

               (b)   Financial Statements for the Three Years Ended
                     December 31,  1997

               (c)   Notes  to  Financial  Statements

          iv.  Tempe  Valley  Plaza,  Ltd.  (A  Joint  Venture)

               (a)   Report  of  Independent  Auditors

               (b)   Financial Statements for the Three Years 
                     Ended December 31,  1997

               (c)   Notes  to  Financial  Statements


     3.  Pro  Forma  Condensed Financial Statement (unaudited) of 
         Weingarten Realty  Investors,  the  Acquired  Properties  
         and  Other  Acquisitions.*

         (a)  Pro Forma Condensed Statement of Consolidated Income for the
              Year Ended  December  31,  1997

         (b)  Notes  and  Significant  Assumptions


---------------
  *  A  Pro Forma Consolidated Balance Sheet  as of  December 31, 1997  is not
     presented  as all acquisitions covered by this Current Report on Form 8-K
     were completed prior to December 31, 1997 and, accordingly, are reflected
     in the Consolidated Balance Sheet included in the Company's Annual Report
     on Form 10-K for the year then ended.



RAINBOW  PLAZA  SHOPPING  CENTER

STATEMENT  OF REVENUE AND CERTAIN EXPENSES FOR THE PERIOD FROM JANUARY 1, 1997
TO  OCTOBER  22,  1997  AND  INDEPENDENT  AUDITORS'  REPORT


INDEPENDENT  AUDITORS'  REPORT

To  the  Board  of  Trust  Managers  and  Shareholders  of
     Weingarten  Realty  Investors:

We  have audited the accompanying statement of revenue and certain expenses of
Rainbow  Plaza  Shopping  Center  (the "Plaza") for the period from January 1,
1997  to  October 22, 1997.  This statement of revenue and certain expenses is
the responsibility of Plaza's management.  Our responsibility is to express an
opinion  on  the statement of revenue and certain expenses based on our audit.

We  conducted  our  audit  in  accordance  with  generally  accepted  auditing
standards.    Those  standards  require  that we plan and perform the audit to
obtain reasonable assurance about whether the statement of revenue and certain
expenses  is free of material misstatement.  An audit includes examining, on a
test  basis, evidence supporting the amounts and disclosures in the statement.
An  audit  also  includes  assessing  the  accounting  principles  used  and
significant  estimates  made  by management, as well as evaluating the overall
financial  statement  presentation.    We  believe  that  our audit provides a
reasonable  basis  for  our  opinion.

The  accompanying  statement  of revenue and certain expenses was prepared for
the  purpose of complying with the rules and regulations of the Securities and
Exchange  Commission  for  inclusion  in  the  current  report  on Form 8-K of
Weingarten  Realty  Investors.    Certain  expenses (described in Note 1) that
would not be comparable to those resulting from the proposed future operations
of  the  property  are  excluded  and  the  statement  is not intended to be a
complete  presentation  of  the  revenue  and  expenses  of  the  property.

In our opinion, the statement of revenue and certain expenses presents fairly,
in  all material respects, the revenue and certain expenses, as defined above,
of  Rainbow  Plaza  Shopping  Center  for  the  period from January 1, 1997 to
October  22,  1997.




Deloitte  &  Touche  LLP
Houston,  Texas
April  2,  1998

<PAGE>
RAINBOW  PLAZA  SHOPPING  CENTER

STATEMENT  OF REVENUE AND CERTAIN EXPENSES FOR THE PERIOD FROM JANUARY 1, 1997
TO  OCTOBER  22,1997
<TABLE>
<CAPTION>



<S>                                      <C>
REVENUE:
Rental. . . . . . . . . . . . . . . . .  $2.308,428
Tenant reimbursements . . . . . . . . .     337,589
Other income. . . . . . . . . . . . . .       2,735
                                         ----------

Total revenue . . . . . . . . . . . . .   2,648,752
                                         ----------

CERTAIN EXPENSES:
Property operating and maintenance. . .     101,038
Ad valorem Taxes. . . . . . . . . . . .     109,361
                                         ----------

Total certain expenses. . . . . . . . .     210,399
                                         ----------


EXCESS OF REVENUE OVER CERTAIN EXPENSES  $2,438,353
                                         ==========

</TABLE>



See  accompanying  notes  to  statement  of  revenue  and  certain  expenses.


<PAGE>

RAINBOW  PLAZA  SHOPPING  CENTER


NOTES  TO  STATEMENT  OF  REVENUE  AND  CERTAIN  EXPENSES
FOR  THE  PERIOD  FROM  JANUARY  1,  1997  TO    OCTOBER  22,  1997

1.          ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

ORGANIZATION  -  The  accompanying  statement  of revenue and certain expenses
includes  the  operations  of  Rainbow  Plaza Shopping Center (the "Plaza"), a
280,000  square  foot  shopping  center  in  Las Vegas, Nevada.  The Plaza was
acquired  by  Weingarten  Realty Investors (the "Company") on October 22, 1997
for  $30,300,000.   The Company is a Texas real estate investment trust, which
is  primarily involved in the acquisition, development, and management of real
estate,  consisting  mostly  of  neighborhood and community shopping centers.

BASIS OF PRESENTATION - The accompanying statement was prepared to comply with
the  rules  and  regulations  of  the  Securities  and Exchange Commission for
inclusion  on  the  Current  Report  on  Form  8-K  of  the  Company.

The  accompanying  statement  of  revenue  and  certain  expenses  is  not
representative  of  the  actual operations for the period presented as certain
expenses that may not be comparable to the expenses expected to be incurred by
the  Company  in  the  future  operations  of  the  Plaza  have been excluded.
Excluded  expenses  consist  of  interest,  depreciation and amortization, and
general  and  administrative  costs  not  directly  comparable  to  the future
operations  of  the  Plaza.

REVENUE  RECOGNITION  -  Rental  revenue  is  generally  recognized  on  a
straight-line  basis  over the life of the lease for operating leases.  Tenant
reimbursements  (payments  for taxes, maintenance and insurance by the lessees
and  for  an amount based on a percentage of tenants' sales) are estimated and
accrued  over  the  lease  year.

USE  OF  ESTIMATES  -  The  preparation  of  the  financial statement requires
management  to  make  use  of  estimates  and  assumptions that affect amounts
reported  in  the  financial statement as well as certain disclosures.  Actual
results  could  differ  from  those  estimates.

2.          RENTALS  UNDER  OPERATING  LEASES

Future  minimum  rental  income for non-cancelable operating leases at October
22,  1997,  is:    $2,888,759 in 1998; $2,872,626 in 1999; $2,833,313 in 2000;
$2,814,030  in  2001;  $2,872,903  in  2002;  and  $25,841,745  thereafter.



<PAGE>


                        REPORT OF INDEPENDENT AUDITORS



Venturers
Coronado  Center,  Ltd.


We  have audited the accompanying balance sheets of Coronado Center, Ltd. (the
"Joint Venture"), as of December 31, 1997 and 1996, and the related statements
of  income,  venturers' capital, and cash flows for each of the three years in
the  period  ended  December  31,  1997.  These  financial  statements are the
responsibility  of  the  Joint  Venture's management. Our responsibility is to
express  an  opinion  on  these  financial  statements  based  on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts and disclosures in the financial statements. An audit
also  includes  assessing  the  accounting  principles  used  and  significant
estimates  made  by  management,  as  well as evaluating the overall financial
statement  presentation. We believe that our audits provide a reasonable basis
for  our  opinion.

In  our opinion, the financial statements referred to above present fairly, in
all  material  respects,  the  financial position of Coronado Center, Ltd., at
December  31,  1997  and  1996, and the results of its operations and its cash
flows  for  each  of the three years in the period ended December 31, 1997, in
conformity  with  generally  accepted  accounting  principles.



Ernst  &  Young  LLP
Houston,  Texas
February  20,  1998


<PAGE>

<TABLE>
<CAPTION>

                               Coronado Center, Ltd.
                                 (A Joint Venture)

                                  Balance Sheets


                                                                 DECEMBER 31,
                                                               1997        1996
                                                            ----------  ----------
<S>                                                         <C>         <C>
ASSETS
Property:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . .  $1,011,840  $1,011,840
Buildings and improvements . . . . . . . . . . . . . . . .   4,726,643   4,667,712
                                                             5,738,483   5,679,552

Less accumulated depreciation. . . . . . . . . . . . . . .     715,379     531,820
                                                            ----------  ----------
                                                             5,023,104   5,147,732

Accrued rent and accounts receivable, net of allowance for
  doubtful accounts of $1,736 in 1996. . . . . . . . . . .      83,139     153,142
Lease costs, net of accumulated amortization of $18,672 in
  1997 and $10,759 in 1996 . . . . . . . . . . . . . . . .      18,582      13,113
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . .     242,578     316,301
Other. . . . . . . . . . . . . . . . . . . . . . . . . . .       2,068       2,964
                                                            ----------  ----------
Total assets . . . . . . . . . . . . . . . . . . . . . . .  $5,369,471  $5,633,252
                                                            ==========  ==========

LIABILITIES AND VENTURERS' CAPITAL
Accounts payable and accrued expenses:
Affiliates . . . . . . . . . . . . . . . . . . . . . . . .  $   23,165  $   30,402
Other. . . . . . . . . . . . . . . . . . . . . . . . . . .     137,992     147,417
Rentals collected in advance . . . . . . . . . . . . . . .       9,376       8,921
Tenants' security deposits . . . . . . . . . . . . . . . .      13,620      16,592
                                                            ----------  ----------
Total liabilities. . . . . . . . . . . . . . . . . . . . .     184,153     203,332

Venturers' capital . . . . . . . . . . . . . . . . . . . .   5,185,318   5,429,920
                                                            ----------  ----------
Total liabilities and Venturers' capital . . . . . . . . .  $5,369,471  $5,633,252
                                                            ==========  ==========
</TABLE>





                            See accompanying notes.



<PAGE>

<TABLE>
<CAPTION>

                                  Coronado Center, Ltd.
                                    (A Joint Venture)

                                   Statements of Income



                                                 YEAR ENDED DECEMBER 31,
                                                1997      1996      1995
                                             ---------  --------  --------
<S>                                          <C>        <C>       <C>
Revenues:
Rents . . . . . . . . . . . . . . . . . . .  $696,640  $854,573  $919,764 
Interest income . . . . . . . . . . . . . .     3,736     3,992     3,523 
                                             ---------  --------  --------
Total revenues. . . . . . . . . . . . . . .   700,376   858,565   923,287 

Operating expenses:
Ad valorem taxes. . . . . . . . . . . . . .   126,078   136,862   136,721 
Repairs and maintenance . . . . . . . . . .    82,117    66,996    69,725 
Management fees - Weingarten Realty
Management Company. . . . . . . . . . . . .    35,019    42,929    46,165 
Insurance . . . . . . . . . . . . . . . . .     8,593    10,056    10,784 
General and administrative. . . . . . . . .    12,473    10,532    10,246 
                                             ---------  --------  --------
Total operating expenses. . . . . . . . . .   264,280   267,375   273,641 
                                             ---------  --------  --------
Income before depreciation and amortization   436,096   591,190   649,646 

Depreciation and amortization . . . . . . .   192,724   185,590   177,409 
                                             ---------  --------  --------
Net income. . . . . . . . . . . . . . . . .  $243,372  $405,600  $472,237 
                                             =========  ========  ========
</TABLE>





                            See accompanying notes



<PAGE>

<TABLE>
<CAPTION>

                             Coronado Center, Ltd.
                               (A Joint Venture)

                       Statements of Venturers' Capital



                                                               AMRESCO/
                                                              WEINGARTEN
                                             WEINGARTEN         RETAIL
                                 TOTAL      NOSTAT, INC.    PARTNERS, L.P.
<S>                           <C>          <C>             <C>
Balance at December 31, 1994  $5,526,325   $     828,556   $     4,697,769 
Distributions to Venturers .    (620,840)       (131,817)         (489,023)
Contributions from Venturers     213,544          32,032           181,512 
Net income for 1995. . . . .     472,237          99,307           372,930 
                              -----------  --------------  ----------------
Balance at December 31, 1995   5,591,266         828,078         4,763,188 
Distributions to Venturers .    (595,657)       (129,328)         (466,329)
Contributions from Venturers      28,711           4,307            24,404 
Net income for 1996. . . . .     405,600          86,344           319,256 
                              -----------  --------------  ----------------
Balance at December 31, 1996   5,429,920         789,401         4,640,519 
Distributions to Venturers .    (526,412)        (96,468)         (429,944)
Contributions from Venturers      38,438           5,766            32,672 
Net income for 1997. . . . .     243,372          44,561           198,811 
                              -----------  --------------  ----------------
Balance at December 31, 1997  $5,185,318   $     743,260   $     4,442,058 
                              ===========  ==============  ================
</TABLE>





                            See accompanying notes



<PAGE>

<TABLE>
<CAPTION>

                               Coronado Center, Ltd.
                                 (A Joint Venture)

                              Statements of Cash Flows


                                                       YEAR ENDED DECEMBER 31,
                                                    1997        1996        1995
                                                 ----------  ----------  ----------
<S>                                              <C>         <C>         <C>
OPERATING ACTIVITIES
Net income. . . . . . . . . . . . . . . . . . .  $ 243,372   $ 405,600   $ 472,237 
Adjustments to reconcile net income to net cash
    provided by operating activities:
Depreciation and amortization . . . . . . . . .    192,724     185,590     177,409 
Net effect of changes in operating accounts . .     37,086      36,601     (31,402)
                                                 ----------  ----------  ----------
Net cash provided by operating activities . . .    473,182     627,791     618,244 

INVESTING ACTIVITIES
Property additions. . . . . . . . . . . . . . .    (58,931)    (21,902)    (93,100)
                                                 ----------  ----------  ----------
Net cash used in investing activities . . . . .    (58,931)    (21,902)    (93,100)

FINANCING ACTIVITIES
Distributions to Venturers. . . . . . . . . . .   (526,412)   (595,657)   (620,840)
Capital contribution from Venturers . . . . . .     38,438      28,711     213,544 
                                                 ----------  ----------  ----------
Net cash used in financing activities . . . . .   (487,974)   (566,946)   (407,296)
                                                 ----------  ----------  ----------
Net (decrease) increase in cash . . . . . . . .    (73,723)     38,943     117,848 
Cash at beginning of year . . . . . . . . . . .    316,301     277,358     159,510 
                                                 ----------  ----------  ----------
Cash at end of year . . . . . . . . . . . . . .  $ 242,578   $ 316,301   $ 277,358 
                                                 ==========  ==========  ==========
</TABLE>






                            See accompanying notes



<PAGE>

                             Coronado Center, Ltd.
                               (A Joint Venture)

                         Notes to Financial Statements

                               December 31, 1997

1.    NATURE  OF  JOINT  VENTURE  AND  TERMS  OF  JOINT  VENTURE  AGREEMENT

Coronado  Center, Ltd. (the "Joint Venture"), was organized on August 23, 1993
by  predecessor  partners  to  Amresco/Weingarten  Retail  Partners,  L.P.
("Amresco"), a Delaware limited partnership, as limited partner and Weingarten
Nostat,  Inc. ("Nostat"), a Texas corporation, as general partner. Amresco and
Nostat  are, collectively, the "Venturers." The business purposes of the Joint
Venture  include,  but  are  not  limited to, owning, refurbishing, operating,
managing,  and  leasing  a  shopping center (the "Center") located in El Paso,
Texas.  The ownership interests of Amresco and Nostat in the Joint Venture are
85%  and  15%,  respectively.

For  financial  reporting  and  federal  income  tax  purposes,  net income is
generally  allocated  to the Venturers in amounts equal to distributable funds
(as defined in the Joint Venture Agreement (the "Agreement")) received by each
of  the  Venturers  during  the  period.  Net losses shall be allocated 60% to
Amresco  and  40%  to  Nostat.

Distributable  funds are determined quarterly and distributed in the following
priority:

    (a)  A cumulative return of 8% annual simple interest on Amresco's capital
         contributions.

    (b)  A cumulative return of 8% annual simple interest on  Nostat's capital
         contributions.

    (c)  Remaining distributable funds shall be distributed 60% to Amresco and
         40%  to  Nostat.

2.    SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

USE  OF  ESTIMATES

The  preparation  of  the  financial  statements  in conformity with generally
accepted  accounting  principles  requires  management  to  make estimates and
assumptions  that affect the reported amounts of assets and liabilities at the
balance  sheet  dates.

PROPERTY

Property  is carried at cost. Depreciation is computed using the straight-line
method  based  on  estimated  useful  lives  of  5  to  40  years. Repairs and
maintenance  are  charged  to  expense.

LEASE  COSTS

Lease costs are amortized primarily on a straight-line basis over the lives of
leases.


<PAGE>

Rental  Revenue

Rental  revenue is generally recognized on a straight-line basis over the life
of  the  lease.  Contingent  rentals  (payments  for  taxes,  insurance,  and
maintenance  by  the  lessees  and  for an amount based on a percentage of the
tenants'  sales)  are  estimated  and  accrued  over  the  lease  year.

INCOME  TAXES

Income  taxes are not provided because each of the Venturers reports its share
of  taxable  income  or  loss  in  its  tax  return.

3.    RENTALS  UNDER  OPERATING  LEASES

The  Center's  lease  terms range from 3 years for smaller tenant spaces to 30
years for larger tenant spaces. In addition to minimum lease payments, most of
the  leases  provide  for  contingent  rentals.

Minimum  future rental income on noncancelable operating leases as of December
31, 1997 is: $504,087 in 1998; $234,847 in 1999; $165,955 in 2000; $108,560 in
2001;  $68,109  in  2002;  and  $110,427  thereafter. The future minimum lease
payments  do  not  include  estimates  for contingent rentals. Such contingent
rentals  aggregated  $103,386,  $223,587  and $268,095 in 1997, 1996 and 1995,
respectively.

4.    DISTRIBUTIONS  TO  VENTURERS

As  described  in Note 1, the Agreement provides for preferential distribution
of  distributable  funds  to  Amresco,  which is cumulative from year to year.
Required  distributions to Nostat, after satisfaction of Amresco's preference,
are  also  cumulative.  In  accordance  with the Agreement, Amresco and Nostat
received a distribution of $94,327 and $15,156, respectively, in 1997 based on
distributable  funds of the Joint Venture at December 31, 1996. See Note 8 for
additional  information.

5.    RELATED  PARTY  TRANSACTIONS

Weingarten  Realty  Management Company ("WRMC") is the manager of the shopping
center. WRMC is an affiliate of Nostat because both WRMC and Nostat are wholly
owned  subsidiaries  of Weingarten Realty Investors ("WRI"). The Joint Venture
pays  WRMC a monthly management fee equal to 5% of gross income and a lump-sum
leasing  fee  generally  equal  to  4%  of  net  minimum  rental, less certain
exclusions  defined  in  the Agreement. WRMC also receives fees for performing
certain other operating and administrative functions, including in-house legal
services. In addition, the Joint Venture reimbursed WRI for development costs.
The total paid to WRMC and WRI during 1997, 1996 and 1995 was $65,791, $36,305
and  $58,054,  respectively.

6.    MAJOR  TENANT

Walgreens,  C.R.  Anthony's,  and Furr's Supermarket, the major tenants of the
shopping  center,  lease a total of 66,014 square feet or approximately 52% of
the  lease  premises. Revenues for the years ended December 31, 1997, 1996 and
1995  were,  respectively,  $6,813,  $120,330  and  $132,922  for  Walgreens,
$176,278, $150,867 and $151,480 for C.R. Anthony's, and $147,986, $117,781 and
$131,507  for  Furr's  Supermarket.  Receivables at December 31, 1997 and 1996
were, respectively, $7,639 and $400 for Walgreens, $23,329 and $1,814 for C.R.
Anthony's,  and  $22,904  and  $887  for  Furr's  Supermarket.


<PAGE>

7.    CHANGES  IN  OPERATING  ACCOUNTS

The  effect  of changes in the operating accounts on cash flows from operating
activities  is  as  follows:
<TABLE>
<CAPTION>

                                                YEAR ENDED DECEMBER 31,
                                               1997       1996      1995
                                             ---------  --------  ---------
<S>                                          <C>        <C>       <C>
Decrease (increase) in:
Accrued rent and accounts receivable. . . .  $ 70,003   $14,179   $(41,612)
Other assets - primarily lease costs. . . .   (13,738)   (8,767)    (6,808)
Increase (decrease) in:
Accounts payable and accrued expenses . . .   (16,662)   24,969     18,818 
Other liabilities . . . . . . . . . . . . .    (2,517)    6,220     (1,800)
                                             ---------  --------  ---------
Net effect of changes in operating accounts  $ 37,086   $36,601   $(31,402)
                                             =========  ========  =========
</TABLE>


8.    SUBSEQUENT  EVENT

At  the  close  of  business  on  December  31,  1997, WRI purchased Amresco's
interest  in  four  joint ventures, including Amresco's interest in this Joint
Venture  for  $4,872,600.  Also,  WRI  funded  $400,000 to Amresco as the 1997
estimated  quarterly  distribution  of  distributable funds for all four joint
ventures.  The purchase agreement allows for final adjustments to the purchase
price  based  on actual cash proceeds from the liquidation of year-end working
capital items. This transaction is not reflected in the financial statements.


<PAGE>


                        REPORT OF INDEPENDENT AUDITORS




Venturers
Eastdale  Center,  Ltd.


We  have audited the accompanying balance sheets of Eastdale Center, Ltd. (the
"Joint  Venture"),  as  of  December  31,  1997, and the related statements of
income,  Venturers' capital, and cash flows for each of the three years in the
period  ended  December  31,  1997.  These  financial  statements  are  the
responsibility  of  the  Joint  Venture's management. Our responsibility is to
express  an  opinion  on  these  financial  statements  based  on our audits.
We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts and disclosures in the financial statements. An audit
also  includes  assessing  the  accounting  principles  used  and  significant
estimates  made  by  management,  as  well as evaluating the overall financial
statement  presentation. We believe that our audits provide a reasonable basis
for  our  opinion.
In  our opinion, the financial statements referred to above present fairly, in
all  material  respects,  the  financial position of Eastdale Center, Ltd., at
December  31,  1997,  and the results of its operations and its cash flows for
each  of  the three years in the period ended December 31, 1997, in conformity
with  generally  accepted  accounting  principles.



Ernst  &  Young  LLP
Houston,  Texas
February  20,  1998


<PAGE>

<TABLE>
<CAPTION>

                               Eastdale Center, Ltd.
                                 (A Joint Venture)

                                  Balance Sheets


                                                                 DECEMBER 31,
                                                               1997        1996
                                                            ----------  ----------
<S>                                                         <C>         <C>
ASSETS
Property:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . .  $1,355,623  $1,355,623
Buildings and improvements . . . . . . . . . . . . . . . .   5,866,644   5,773,812
                                                             7,222,267   7,129,435

Less accumulated depreciation. . . . . . . . . . . . . . .     819,479     634,821
                                                            ----------  ----------
                                                             6,402,788   6,494,614

Accrued rent and accounts receivable, net of allowance for
    doubtful accounts of $4,994 in 1997. . . . . . . . . .      63,584      61,264
Lease costs, net of accumulated amortization of $31,551 in
    1997 and $21,751 in 1996 . . . . . . . . . . . . . . .      34,255      37,396
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . .     241,611     257,546
Other. . . . . . . . . . . . . . . . . . . . . . . . . . .       1,865       2,732
                                                            ----------  ----------
Total assets . . . . . . . . . . . . . . . . . . . . . . .  $6,744,103  $6,853,552
                                                            ==========  ==========

LIABILITIES AND VENTURERS' CAPITAL
Accounts payable and accrued expenses:
Affiliates . . . . . . . . . . . . . . . . . . . . . . . .  $   19,490  $   27,592
Other. . . . . . . . . . . . . . . . . . . . . . . . . . .      20,114      12,591
Rentals collected in advance . . . . . . . . . . . . . . .      37,165      36,842
Tenants' security deposits . . . . . . . . . . . . . . . .      22,936      23,287
Notes payable to affiliates. . . . . . . . . . . . . . . .     124,316      44,555
Total liabilities. . . . . . . . . . . . . . . . . . . . .     224,021     144,867

Venturers' capital . . . . . . . . . . . . . . . . . . . .   6,520,082   6,708,685
                                                            ----------  ----------
Total liabilities and Venturers' capital . . . . . . . . .  $6,744,103  $6,853,552
                                                            ==========  ==========
</TABLE>






                           See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>

                             Eastdale Center, Ltd.
                               (A Joint Venture)

                             Statements of Income


                                        YEAR ENDED DECEMBER 31,
                                       1997      1996      1995
                                     --------  --------  --------
<S>                                  <C>       <C>       <C>
Revenues:
Rents . . . . . . . . . . . . . . .  $928,429  $984,006  $921,792
Interest income . . . . . . . . . .     3,363     3,186     3,126
                                     --------  --------  --------
Total revenues. . . . . . . . . . .   931,792   987,192   924,918

Operating expenses:
Ad valorem taxes. . . . . . . . . .    64,887    65,058    63,377
Repairs and maintenance . . . . . .    81,636    67,464    67,460
Management fees - Weingarten Realty
   Management Company . . . . . . .    46,590    49,360    46,246
Insurance . . . . . . . . . . . . .     7,816     9,548    10,107
Advertising and promotion . . . . .    12,340    12,000    12,000
General and administrative. . . . .     9,838    11,399    12,053
Interest. . . . . . . . . . . . . .     7,664     2,208         -
                                     --------  --------  --------
Total operating expenses. . . . . .   230,771   217,037   211,243
                                     --------  --------  --------
Income before depreciation and
      amortization. . . . . . . . .   701,021   770,155   713,675

Depreciation and amortization . . .   202,179   190,787   167,751
                                     --------  --------  --------
Net income. . . . . . . . . . . . .  $498,842  $579,368  $545,924
                                     ========  ========  ========
</TABLE>





                           See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>

                             Eastdale Center, Ltd.
                               (A Joint Venture)

                       Statements of Venturers' Capital



                                                               AMRESCO/
                                                              WEINGARTEN
                                             WEINGARTEN         RETAIL
                                 TOTAL      NOSTAT, INC.    PARTNERS, L.P.
                              -----------  --------------  ----------------
<S>                           <C>          <C>             <C>
Balance at December 31, 1994  $6,887,640   $   1,024,368   $     5,863,272 
Distributions to Venturers .    (727,807)       (151,731)         (576,076)
Contributions from Venturers      77,602          11,640            65,962 
Net income for 1995. . . . .     545,924         113,140           432,784 
                              -----------  --------------  ----------------
Balance at December 31, 1995   6,783,359         997,417         5,785,942 
Distributions to Venturers .    (763,205)       (163,134)         (600,071)
Contributions from Venturers     109,163          16,374            92,789 
Net income for 1996. . . . .     579,368         123,547           455,821 
                              -----------  --------------  ----------------
Balance at December 31, 1996   6,708,685         974,204         5,734,481 
Distributions to Venturers .    (719,267)       (144,722)         (574,545)
Contributions from Venturers      31,822           4,773            27,049 
Net income for 1997. . . . .     498,842          98,172           400,670 
Balance at December 31, 1997  $6,520,082   $     932,427   $     5,587,655 
                              ===========  ==============  ================
</TABLE>






                           See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>

                               Eastdale Center, Ltd.
                                 (A Joint Venture)

                              Statements of Cash Flows


                                                       YEAR ENDED DECEMBER 31,
                                                    1997        1996        1995
                                                 ----------  ----------  ----------
<S>                                              <C>         <C>         <C>
OPERATING ACTIVITIES
Net income. . . . . . . . . . . . . . . . . . .  $ 498,842   $ 579,368   $ 545,924 
Adjustments to reconcile net income to net cash
    provided by operating activities:
Depreciation and amortization . . . . . . . . .    202,179     190,787     167,751 
Net effect of changes in operating accounts . .    (16,440)     35,745     (67,392)
                                                 ----------  ----------  ----------
Net cash provided by operating activities . . .    684,581     805,900     646,283 

INVESTING ACTIVITIES
Property additions. . . . . . . . . . . . . . .    (92,832)    (39,446)   (137,547)
                                                 ----------  ----------  ----------
Net cash used in investing activities . . . . .    (92,832)    (39,446)   (137,547)

FINANCING ACTIVITIES
Distributions to Venturers. . . . . . . . . . .   (719,267)   (763,205)   (727,807)
Capital contribution from Venturers . . . . . .     31,822     109,163      77,602 
Proceeds from debt - affiliate. . . . . . . . .     79,761      36,090       8,465 
                                                 ----------  ----------  ----------
Net cash used in financing activities . . . . .   (607,684)   (617,952)   (641,740)
                                                 ----------  ----------  ----------
Net increase (decrease) in cash . . . . . . . .    (15,935)    148,502    (133,004)
Cash at beginning of year . . . . . . . . . . .    257,546     109,044     242,048 
                                                 ----------  ----------  ----------
Cash at end of year . . . . . . . . . . . . . .  $ 241,611   $ 257,546   $ 109,044 
                                                 ==========  ==========  ==========
</TABLE>






                           See accompanying notes.


<PAGE>

                            Eastdale Center, Ltd.
                              (A Joint Venture)
                                       
                        Notes to Financial Statements
                                       
                              December 31, 1997

1.  NATURE  OF  JOINT  VENTURE  AND  TERMS  OF  JOINT  VENTURE  AGREEMENT

Eastdale  Center,  Ltd. (the "Joint Venture"), was organized December 28, 1992
by  predecessor  partners  to  Amresco/Weingarten  Retail  Partners,  L.P.
("Amresco"),  a  Delaware  limited  partnership,  as  limited  partner,  and
Weingarten  Nostat,  Inc. ("Nostat"), a Texas corporation, as general partner.
Amresco  and  Nostat are, collectively, the "Venturers." The business purposes
of  the  Joint  Venture include, but are not limited to, owning, refurbishing,
operating,  managing,  and leasing a shopping center (the "Center") located in
Albuquerque,  New Mexico. The ownership interests of Amresco and Nostat in the
Joint  Venture  are  85%  and  15%,  respectively.

For  financial  reporting  and  federal  income  tax  purposes,  net income is
generally  allocated  to the Venturers in amounts equal to distributable funds
(as  defined in the Joint Venture Agreement) received by each of the Venturers
during  the  period.  Net  losses shall be allocated 60% to Amresco and 40% to
Nostat.

Distributable  funds are determined quarterly and distributed in the following
priority:

     (a)    The  repayment  of  any  accrued  interest  on  loans.

     (b)    A  cumulative return of 8% annual simple interest on  Amresco's
            capital  contributions.

     (c)    A  cumulative return of 8% annual  simple interest on  Nostat's
            capital  contributions.

     (d)    Remaining  distributable  funds  shall  be  distributed  60% to
            Amresco and  40%  to  Nostat.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

USE  OF  ESTIMATES

The  preparation  of  the  financial  statements  in conformity with generally
accepted  accounting  principles  requires  management  to  make estimates and
assumptions  that affect the reported amounts of assets and liabilities at the
balance  sheet  dates.

PROPERTY

Property  is carried at cost. Depreciation is computed using the straight-line
method  based  on  estimated  useful  lives  of  5  to  40  years. Repairs and
maintenance  are  charged  to  expense.

LEASE  COSTS

Lease costs are amortized primarily on a straight-line basis over the lives of
the  leases.


<PAGE>


RENTAL  REVENUE

Rental revenue is generally recognized on a straight-line basis over the lives
of  the  leases.  Contingent  rentals  (payments  for  taxes,  insurance,  and
maintenance  by  the  lessees  and  for an amount based on a percentage of the
tenants'  sales)  are  estimated  and  accrued  over  the  lease  year.

INCOME  TAXES

Income  taxes are not provided because each of the Venturers reports its share
of  taxable  income  or  loss  in  its  tax  return.

3.  RENTALS  UNDER  OPERATING  LEASES

The  Center's  lease  terms range from 3 years for smaller tenant spaces to 25
years for larger tenant spaces. In addition to minimum lease payments, most of
the  leases  provide  for  contingent  rentals.

Minimum  future rental income on noncancelable operating leases as of December
31, 1997 is: $749,763 in 1998; $724,780 in 1999; $701,353 in 2000; $606,899 in
2001;  $432,451  in  2002; and $2,355,504 thereafter. The future minimum lease
payments  do  not  include  estimates  for contingent rentals. Such contingent
rentals  aggregated  $146,603,  $151,734, and $147,948 in 1997, 1996 and 1995,
respectively.

4.  DISTRIBUTIONS  TO  VENTURERS

As described in Note 1, the Joint Venture Agreement (the "Agreement") provides
for  preferential  distribution,  as  defined, to Amresco, which is cumulative
from  year  to  year.  Required distributions to Nostat, after satisfaction of
Amresco's  preference,  are also cumulative. In accordance with the Agreement,
Amresco  and  Nostat  received  a  distribution  of  $137,421  and  $31,802,
respectively,  in  1997  based  on distributable funds of the Joint Venture at
December  31,  1996.  See  Note  9  for  additional  information.

5.  NOTES  PAYABLE  TO  AFFILIATES

At  December  31,  1997,  notes  payable  to  affiliates  were  as  follows:
<TABLE>
<CAPTION>


                                                                      AMRESCO/
                                                                     WEINGARTEN
                                                     WEINGARTEN        RETAIL
                                           TOTAL    NOSTAT, INC.    PARTNERS, L.P.
                                          --------  -------------  ---------------
<S>                                       <C>       <C>            <C>
Mandatory loans, bearing interest at 8 %  $124,316  $      49,726  $        74,590
</TABLE>


6.  RELATED  PARTY  TRANSACTIONS

Weingarten  Realty  Management  Company ("WRMC") is the manager of the Center.
WRMC  is  an affiliate of Nostat because both WRMC and Nostat are wholly owned
subsidiaries  of  Weingarten  Realty  Investors  

("WRI").  The  Joint Venture pays WRMC a monthly management fee equal to 5% of
gross  income  and a lump-sum leasing fee generally equal to 4% of net minimum
rental,  less  certain exclusions defined in the Agreement. WRMC also receives
fees  for  performing  certain  other  operating and administrative functions,
including  in-house  legal services. In addition, the Joint Venture reimbursed
WRI  for  performing certain operating and administrative functions, including
development costs. Total payments to WRI and its subsidiary during 1997, 1996,
and  1995  were  $78,774,  $51,235,  and  $85,814,  respectively.


7.  MAJOR  TENANT

Skaggs  Companies,  Inc.  ("Skaggs"), the major tenant of the Center, leases a
total  of  54,250  square  feet,  or approximately 49% of the leased premises.
Revenues  from Skaggs for the years ended December 31, 1997 and 1996, and 1995
were  $462,770,  $459,869,  and  $467,529,  respectively,  and  receivables at
December  31,  1997  and  1996  were  $33,560  and  $33,822,  respectively.

8.  CHANGES  IN  OPERATING  ACCOUNTS

The  effect  of changes in the operating accounts on cash flows from operating
activities  is  as  follows:
<TABLE>
<CAPTION>

                                                 YEAR ENDED DECEMBER 31,
                                               1997       1996       1995
                                             ---------  ---------  ---------
<S>                                          <C>        <C>        <C>
Decrease (increase) in:
Accrued rent and accounts receivable         $ (2,320)  $ (4,408)  $  3,138 
Other assets - primary lease costs            (13,513)   (20,038)   (30,107)

Increase (decrease) in:
Accounts payable and accrued expenses            (579)    21,024     (9,466)
Other liabilities                                 (28)    39,167    (30,957)
                                             ---------             ---------
Net effect of changes in operating accounts  $(16,440)  $ 35,745   $(67,392)
                                             =========  =========  =========
</TABLE>


9.  SUBSEQUENT  EVENT

At  the  close  of  business  on  December  31,  1997, WRI purchased Amresco's
interest  in  four  joint ventures, including Amresco's interest in this Joint
Venture  for  $6,117,400.  Also,  WRI  funded  $400,000 to Amresco as the 1997
estimated  quarterly  distribution  of  distributable funds for all four joint
ventures.  The purchase agreement allows for final adjustments to the purchase
price  based  on actual cash proceeds from the liquidation of year-end working
capital items. This transaction is not reflected in the financial statements.


<PAGE>


                        Report of Independent Auditors



Venturers
Mesquite  Center,  Ltd.


We  have  audited the accompanying balance sheets of Mesquite Center, Ltd (the
"Joint  Venture"),  as  of  December  31,  1997, and the related statements of
income,  Venturers' capital, and cash flows for each of the three years in the
period  ended  December  31,  1997.  These  financial  statements  are  the
responsibility  of  the  Joint  Venture's management. Our responsibility is to
express  an  opinion  on  these  financial  statements  based  on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts and disclosures in the financial statements. An audit
also  includes  assessing  the  accounting  principles  used  and  significant
estimates  made  by  management,  as  well as evaluating the overall financial
statement  presentation. We believe that our audits provide a reasonable basis
for  our  opinion.

In  our opinion, the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position of Mesquite Center, Ltd, at
December  31,  1997,  and the results of its operations and its cash flows for
each  of  the three years in the period ended December 31, 1997, in conformity
with  generally  accepted  accounting  principles.



Ernst  &  Young  LLP
Houston,  Texas
February  20,  1998


<PAGE>

<TABLE>
<CAPTION>

                                 Mesquite Center, Ltd.
                                   (A Joint Venture)

                                     Balance Sheets


                                                                     DECEMBER 31,
                                                                  1997         1996
                                                               -----------  -----------
<S>                                                            <C>          <C>
ASSETS
Property:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 1,715,197  $ 1,715,197
Buildings and improvements. . . . . . . . . . . . . . . . . .    8,479,368    8,456,879
Construction-in-progress. . . . . . . . . . . . . . . . . . .          800          750
                                                               -----------  -----------
                                                                10,195,365   10,172,826

Less accumulated depreciation . . . . . . . . . . . . . . . .    1,346,489    1,048,054
                                                               -----------  -----------
                                                                 8,848,876    9,124,772

Accrued rent and accounts receivable, net of allowance for
   doubtful accounts of $143,615 in 1997 and $106,000 in 1996       28,404      159,683
Lease costs, net of accumulated amortization of $143,185 in
   1997 and $109,220 in 1996. . . . . . . . . . . . . . . . .      175,570      199,261
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      749,514      642,068
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .        4,285        4,595
                                                               -----------  -----------
Total assets. . . . . . . . . . . . . . . . . . . . . . . . .  $ 9,806,649  $10,130,379
                                                               ===========  ===========

LIABILITIES AND VENTURERS' CAPITAL
Accounts payable and accrued expenses:
Affiliates. . . . . . . . . . . . . . . . . . . . . . . . . .  $    39,067  $    40,243
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .      380,540      341,479
Rentals collected in advance. . . . . . . . . . . . . . . . .       44,058       53,951
Tenants' security deposits. . . . . . . . . . . . . . . . . .       25,556       31,815
Notes payable to affiliates . . . . . . . . . . . . . . . . .      154,967      102,347
Total liabilities . . . . . . . . . . . . . . . . . . . . . .      644,188      569,835

Venturers' capital. . . . . . . . . . . . . . . . . . . . . .    9,162,461    9,560,544
                                                               -----------  -----------
Total liabilities and Venturers' capital. . . . . . . . . . .  $ 9,806,649  $10,130,379
                                                               ===========  ===========
</TABLE>





                           See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>

                             Mesquite Center, Ltd.
                               (A Joint Venture)

                             Statements of Income


                                           YEAR ENDED DECEMBER 31,
                                        1997        1996        1995
                                     ----------  ----------  ----------
<S>                                  <C>         <C>         <C>
Revenues:
Rents . . . . . . . . . . . . . . .  $1,659,727  $1,767,347  $1,711,678
Interest income . . . . . . . . . .       7,807       8,413       8,466
Total revenues. . . . . . . . . . .   1,667,534   1,775,760   1,720,144

Operating expenses:
Ad valorem taxes. . . . . . . . . .     317,169     303,939     273,608
Repairs and maintenance . . . . . .     138,502     123,785     106,306
Management fees - Weingarten Realty
  Management Company. . . . . . . .      83,377      88,788      86,007
Insurance . . . . . . . . . . . . .      12,555      13,680      12,609
General and administrative. . . . .       9,634      10,690       9,227
Interest. . . . . . . . . . . . . .      12,561       8,465       7,573
Total operating expenses. . . . . .     573,798     549,347     495,330
                                     ----------  ----------  ----------
Income before depreciation and
  amortization. . . . . . . . . . .   1,093,736   1,226,413   1,224,814

Depreciation and amortization . . .     342,100     344,954     319,245
                                     ----------  ----------  ----------
Net income. . . . . . . . . . . . .  $  751,636  $  881,459  $  905,569
                                     ==========  ==========  ==========
</TABLE>






                           See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>

                             Mesquite Center, Ltd.
                               (A Joint Venture)

                       Statements of Venturers' Capital



                                                                AMRESCO/
                                                               WEINGARTEN
                                             WEINGARTEN/         RETAIL
                                 TOTAL       NOSTAT, INC.    PARTNERS, L.P.
                              ------------  --------------  ----------------
<S>                           <C>           <C>             <C>
Balance at December 31, 1994  $10,187,445   $   1,520,663   $     8,666,782 
Distributions to Venturers .   (1,223,183)       (284,250)         (938,933)
Contributions from Venturers       13,384           2,018            11,366 
Net income for 1995. . . . .      905,569         211,407           694,162 
                              ------------  --------------  ----------------
Balance at December 31, 1995    9,883,215       1,449,838         8,433,377 
Distributions to Venturers .   (1,243,075)       (290,372)         (952,703)
Contributions from Venturers       38,945           5,842            33,103 
Net income for 1996. . . . .      881,459         205,603           675,856 
                              ------------  --------------  ----------------
Balance at December 31, 1996    9,560,544       1,370,911         8,189,633 
Distributions to Venturers .   (1,171,876)       (261,664)         (910,212)
Contributions from Venturers       22,157           3,323            18,834 
Net income for 1997. . . . .      751,636         174,605           577,031 
Balance at December 31, 1997  $ 9,162,461   $   1,287,175   $     7,875,286 
                              ============  ==============  ================
</TABLE>






                           See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>

                                  Mesquite Center, Ltd.
                                    (A Joint Venture)

                                 Statements of Cash Flows


                                                          YEAR ENDED DECEMBER 31,
                                                     1997          1996          1995
                                                 ------------  ------------  ------------
<S>                                              <C>           <C>           <C>
OPERATING ACTIVITIES
Net income. . . . . . . . . . . . . . . . . . .  $   751,636   $   881,459   $   905,569 
Adjustments to reconcile net income to net cash
  provided by operating activities:
Depreciation and amortization . . . . . . . . .      342,100       344,954       319,245 
Net effect of changes in operating accounts . .      133,348        49,901       (60,319)
                                                 ------------  ------------  ------------
Net cash provided by operating activities . . .    1,227,084     1,276,314     1,164,495 

INVESTING ACTIVITIES
Property additions. . . . . . . . . . . . . . .      (22,539)      (51,721)      (81,623)
                                                 ------------  ------------  ------------
Net cash used in investing activities . . . . .      (22,539)      (51,721)      (81,623)

FINANCING ACTIVITIES
Distributions to Venturers. . . . . . . . . . .   (1,171,876)   (1,243,075)   (1,223,183)
Capital contribution from Venturers . . . . . .       22,157        38,945        13,384 
Proceeds from debt - affiliate. . . . . . . . .       52,620        16,836        85,511 
Net cash used in financing activities . . . . .   (1,097,099)   (1,187,294)   (1,124,288)
                                                 ------------  ------------  ------------
Net increase (decrease) in cash . . . . . . . .      107,446        37,299       (41,416)
Cash at beginning of year . . . . . . . . . . .      642,068       604,769       646,185 
                                                 ------------  ------------  ------------
Cash at end of year . . . . . . . . . . . . . .  $   749,514   $   642,068   $   604,769 
                                                 ============  ============  ============
</TABLE>







                           See accompanying notes.


<PAGE>

                            Mesquite Center, Ltd.
                              (A Joint Venture)
                                       
                        Notes to Financial Statements
                                       
                              December 31, 1997


1.  NATURE  OF  JOINT  VENTURE  AND  TERMS  OF  JOINT  VENTURE  AGREEMENT

Mesquite Center, Ltd. (the "Joint Venture"), was organized on October 27, 1992
by  predecessor  partners  to  Amresco/Weingarten  Retail  Partners,  L.P.
("Amresco"),  a  Delaware  limited  partnership,  as  limited  partner,  and
Weingarten/Nostat,  Inc.  ("Nostat"), a Texas corporation, as general partner.
Amresco  and  Nostat are, collectively, the "Venturers." The business purposes
of  the  Joint  Venture include, but are not limited to, owning, refurbishing,
operating,  managing, and leasing a shopping center located in Mesquite, Texas
(the  "Center").  The  ownership  interests of Amresco and Nostat in the Joint
Venture  are  85%  and  15%,  respectively.

For  financial  reporting  and  federal  income  tax  purposes,  net income is
generally  allocated  to the Venturers in amounts equal to distributable funds
(as defined in the Joint Venture Agreement (the "Agreement")) received by each
of  the  Venturers  during  the  period.  Net losses shall be allocated 60% to
Amresco  and  40%  to  Nostat.

Distributable  funds are determined quarterly and distributed in the following
priority:

     (a)    The  repayment  of  any  accrued  interest  on  loans.

     (b)    A  cumulative return of  8% annual  simple interest  on  Amresco's
            capital  contributions.

     (c)    A  cumulative return of  8%  annual  simple interest  on  Nostat's
            capital  contributions.

     (d)    Remaining distributable funds shall be distributed  60% to Amresco
            and  40%  to  Nostat.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

USE  OF  ESTIMATES

The  preparation  of  the  financial  statements  in conformity with generally
accepted  accounting  principles  requires  management  to  make estimates and
assumptions  that affect the reported amounts of assets and liabilities at the
balance  sheet  dates.

PROPERTY

Property  is carried at cost. Depreciation is computed using the straight-line
method  based  on  estimated  useful  lives  of  5  to  40  years. Repairs and
maintenance  are  charged  to  expense.

LEASE  COSTS

Lease costs are amortized primarily on a straight-line basis over the lives of
leases


<PAGE>

RENTAL  REVENUE

Rental  revenue is generally recognized on a straight-line basis over the life
of  the  lease.  Contingent  rentals  (payments  for  taxes,  insurance,  and
maintenance  by  the  lessees  and  for an amount based on a percentage of the
tenants'  sales)  are  estimated  and  accrued  over  the  lease  year.

INCOME  TAXES

Income  taxes are not provided because each of the Venturers reports its share
of  taxable  income  or  loss  in  its  tax  return.

3.  RENTALS  UNDER  OPERATING  LEASES

The  Center's  lease  terms range from 3 years for smaller tenant spaces to 20
years for larger tenant spaces. In addition to minimum lease payments, most of
the  leases  provide  for  contingent  rentals.

Minimum  future rental income on noncancelable operating leases as of December
31,  1997  is:  $1,232,381  in  1998,  $1,187,606 in 1999, $1,165,220 in 2000,
$1,028,414  in  2001,  $947,415 in 2002, and $2,455,378 thereafter. The future
minimum  lease  payments do not include estimates for contingent rentals. Such
contingent  rentals aggregated $415,289, $425,079, and $379,175 in 1997, 1996,
and  1995,  respectively.

4.  DISTRIBUTIONS  TO  VENTURERS

As  described  in Note 1, the Agreement provides for preferential distribution
of  distributable  funds  to  Amresco,  which is cumulative from year to year.
Required  distributions to Nostat, after satisfaction of Amresco's preference,
are  also  cumulative.  In  accordance  with the Agreement, Amresco and Nostat
received distributions of $214,680 and $56,436, respectively, in 1997 based on
distributable  funds of the Joint Venture at December 31, 1996. See Note 9 for
additional  information.

5.  NOTES  PAYABLE  TO  AFFILIATES

At  December  31,  1997,  notes  payable  to  affiliates  were  as  follows:
<TABLE>
<CAPTION>


                                                                     AMRESCO/
                                                                    WEINGARTEN
                                                      WEINGARTEN/     RETAIL
                                             TOTAL    NOSTAT, INC. PARTNERS, L.P.
<S>                                         <C>       <C>          <C>
Mandatory loans, bearing interest at 8 %    $154,967  $    61,987  $       92,980
</TABLE>


6.  RELATED  PARTY  TRANSACTIONS

Weingarten  Realty  Management  Company ("WRMC") is the manager of the Center.
WRMC  is  an affiliate of Nostat because both WRMC and Nostat are wholly owned
subsidiaries  of  Weingarten  Realty Investors ("WRI"). The Joint Venture pays
WRMC  a  monthly  management  fee  equal  to 5% of gross income and a lump-sum
leasing  fee  generally  equal  to  4%  of  net  minimum  rental, less certain
exclusions  defined  in  the Agreement. WRMC also receives fees for performing
certain  other operating and administrative functions including in-house legal
services.  In  addition,  the Joint Venture reimbursed WRI for development and
insurance  costs.  Total  payments to WRMC and WRI during 1997, 1996, and 1995
were  $105,261,  $88,790,  and  $107,768,  respectively.


<PAGE>

7.  MAJOR  TENANT

Minyards Food Stores, Inc. ("Minyards"), and Baby Superstore, major tenants of
the  Center, lease a total of 102,963 square feet, or approximately 57% of the
leased premises. Revenues for the years ended December 31, 1997, 1996 and 1995
were  $519,803,  $507,301,  and  $495,479,  respectively,  for  Minyards  and
$332,880,  $327,219,  and  $316,912,  respectively,  for  Baby  Superstore.
Receivables  at  December  31,  1997  and  1996  were  $2,929  and  $114,931,
respectively,  for  Minyards  and  $1,401  for Baby Superstore at December 31,
1997.

8.  CHANGES  IN  OPERATING  ACCOUNTS

The  effect  of changes in the operating accounts on cash flows from operating
activities  is  as  follows:
<TABLE>
<CAPTION>

                                                 YEAR ENDED DECEMBER 31,
                                               1997       1996       1995
                                             ---------  ---------  ---------
<S>                                          <C>        <C>        <C>
(Increase) decrease in:
Accrued rent and accounts receivable         $131,279   $(18,141)  $  8,471 
Other assets - primarily lease costs          (19,664)   (37,079)   (38,335)
Increase (decrease) in:
Accounts payable and accrued expenses          37,885     54,261      6,544 
Other liabilities                             (16,152)    50,860    (36,999)
                                             ---------  ---------  ---------
Net effect of changes in operating accounts  $133,348   $ 49,901   $(60,319)
                                             =========  =========  =========
</TABLE>


9.  SUBSEQUENT  EVENT

At  the  close  of  business  on  December  31,  1997, WRI purchased Amresco's
interest  in  four  joint ventures, including Amresco's interest in this Joint
Venture  for  $8,814,500.  Also,  WRI  funded  $400,000 to Amresco as the 1997
estimated  quarterly  distribution  of  distributable funds for all four joint
ventures.  The purchase agreement allows for final adjustments to the purchase
price  based  on actual cash proceeds from the liquidation of year-end working
capital items. This transaction is not reflected in the financial statements.


<PAGE>

44



                        REPORT OF INDEPENDENT AUDITORS



Venturers
Tempe  Valley  Plaza,  Ltd.


We  have  audited  the accompanying balance sheets of Tempe Valley Plaza, Ltd.
(the  "Joint Venture"), as of December 31, 1997, and the related statements of
income,  Venturers' capital, and cash flows for each of the three years in the
period  ended  December  31,  1997.  These  financial  statements  are  the
responsibility  of  the  Joint  Venture's management. Our responsibility is to
express  an  opinion  on  these  financial  statements  based  on  our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts and disclosures in the financial statements. An audit
also  includes  assessing  the  accounting  principles  used  and  significant
estimates  made  by  management,  as  well as evaluating the overall financial
statement  presentation. We believe that our audits provide a reasonable basis
for  our  opinion.

In  our opinion, the financial statements referred to above present fairly, in
all  material respects, the financial position of Tempe Valley Plaza, Ltd., at
December  31,  1997,  and the results of its operations and its cash flows for
each  of  the three years in the period ended December 31, 1997, in conformity
with  generally  accepted  accounting  principles.




Ernst  &  Young  LLP
Houston,  Texas
February  20,  1998



<PAGE>

<TABLE>
<CAPTION>

                             Tempe Valley Plaza, Ltd.
                                 (A Joint Venture)

                                  Balance Sheets


                                                                  DECEMBER 31,
                                                               1997        1996
                                                            ----------  ----------
<S>                                                         <C>         <C>
ASSETS
Property:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . .  $1,233,837  $1,233,837
Building and improvements. . . . . . . . . . . . . . . . .   5,980,146   5,405,499
Construction-in-progress . . . . . . . . . . . . . . . . .           -     249,472
                                                            ----------  ----------
                                                             7,213,983   6,888,808

Less accumulated depreciation. . . . . . . . . . . . . . .     739,205     518,103
                                                            ----------  ----------
                                                             6,474,778   6,370,705

Accrued rent and accounts receivable, net of allowance for
   doubtful accounts of $4,300 in 1997 and $67 in 1996 . .      95,610     129,080
Lease costs, net of accumulated amortization of $72,908 in
   1997 and $43,151 in 1996. . . . . . . . . . . . . . . .     165,344      79,135
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . .     300,626     259,009
Other. . . . . . . . . . . . . . . . . . . . . . . . . . .       4,851       5,967
                                                            ----------            
Total assets . . . . . . . . . . . . . . . . . . . . . . .  $7,041,209  $6,843,896
                                                            ==========  ==========

LIABILITIES AND VENTURERS' CAPITAL
Accounts payable and accrued expenses:
Affiliates . . . . . . . . . . . . . . . . . . . . . . . .  $   23,341  $   35,132
Other. . . . . . . . . . . . . . . . . . . . . . . . . . .     120,934     173,097
Rentals collected in advance . . . . . . . . . . . . . . .      21,462       8,762
Tenants' security deposits . . . . . . . . . . . . . . . .      27,961      23,511
Notes payable to affiliates. . . . . . . . . . . . . . . .     160,868           -
Total liabilities. . . . . . . . . . . . . . . . . . . . .     354,566     240,502

Venturers' capital . . . . . . . . . . . . . . . . . . . .   6,686,643   6,603,394
Total liabilities and Venturers' capital . . . . . . . . .  $7,041,209  $6,843,896
                                                            ==========  ==========
</TABLE>





                           See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>

                           Tempe Valley Plaza, Ltd.
                               (A Joint Venture)

                             Statements of Income


                                         YEAR ENDED DECEMBER 31,
                                        1997       1996       1995
                                     ----------  --------  ----------
<S>                                  <C>         <C>       <C>
Revenues:
Rents . . . . . . . . . . . . . . .  $1,096,535  $994,836  $1,035,027
Interest income . . . . . . . . . .       4,488     4,566       4,380
                                     ----------  --------            
Total revenues. . . . . . . . . . .   1,101,023   999,402   1,039,407

Operating expenses:
Ad valorem taxes. . . . . . . . . .     189,424   192,438     193,803
Repairs and maintenance . . . . . .     112,061   101,032      82,185
Management fees - Weingarten Realty
  Management Company. . . . . . . .      55,051    49,970      51,803
Insurance . . . . . . . . . . . . .       9,592    11,240      11,626
General and administrative. . . . .      10,456    11,649      11,875
Interest. . . . . . . . . . . . . .       5,546         -           -
                                     ----------  --------  ----------
Total operating expenses. . . . . .     382,130   366,329     351,292
                                     ----------  --------  ----------
Income before depreciation and
  amortization. . . . . . . . . . .     718,893   633,073     688,115

Depreciation and amortization . . .     254,339   204,385     192,118
Net income. . . . . . . . . . . . .  $  464,554  $428,688  $  495,997
                                     ==========  ========  ==========
</TABLE>





                           See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>

                           Tempe Valley Plaza, Ltd.
                               (A Joint Venture)

                       Statements of Venturers' Capital



                                                               AMRESCO/
                                                              WEINGARTEN
                                            WEINGARTEN/         RETAIL
                                 TOTAL      NOSTAT, INC.     PARTNERS, L.P.
<S>                           <C>          <C>             <C>
Balance at December 31, 1994  $6,587,656   $     979,108   $    5,608,548 
Distributions to Venturers .    (609,851)       (145,264)        (464,587)
Contributions from Venturers      81,870          12,280           69,590 
Net income for 1995. . . . .     495,997         133,227          362,770 
                              -----------  --------------  ---------------
Balance at December 31, 1995   6,555,672         979,351        5,576,321 
Distributions to Venturers .    (663,831)       (132,316)        (531,515)
Contributions from Venturers     282,865          42,429          240,436 
Net income for 1996. . . . .     428,688          79,571          349,117 
                              -----------  --------------  ---------------
Balance at December 31, 1996   6,603,394         969,035        5,634,359 
Distributions to Venturers .    (680,786)       (132,045)        (548,741)
Contributions from Venturers     299,481          44,922          254,559 
Net income for 1997. . . . .     464,554         106,244          358,310 
                              -----------  --------------  ---------------
Balance at December 31, 1997  $6,686,643   $     988,156   $    5,698,487 
                              ===========  ==============  ===============
</TABLE>






                           See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>

                              Tempe Valley Plaza, Ltd.
                                 (A Joint Venture)

                              Statements of Cash Flows

                                                       YEAR ENDED DECEMBER 31,
                                                    1997        1996        1995
                                                 ----------  ----------  ----------
<S>                                              <C>         <C>         <C>
OPERATING ACTIVITIES
Net income. . . . . . . . . . . . . . . . . . .  $ 464,554   $ 428,688   $ 495,997 
Adjustments to reconcile net income to net cash
   provided by operating activities:
Depreciation and amortization . . . . . . . . .    254,339     204,385     192,118 
Net effect of changes in operating accounts
                                                   (74,140)    (15,646)     51,629 
                                                 ----------  ----------  ----------
Net cash provided by operating activities . . .    644,753     617,427     739,744 

INVESTING ACTIVITIES
Property additions. . . . . . . . . . . . . . .   (382,699)   (301,997)    (60,051)
                                                 ----------  ----------  ----------
Net cash used in investing activities . . . . .   (382,699)   (301,997)    (60,051)

FINANCING ACTIVITIES
Distributions to Venturers. . . . . . . . . . .   (680,786)   (663,831)   (609,851)
Capital contribution from Venturers . . . . . .    299,481     282,865      81,870 
Proceeds from debt - affiliate. . . . . . . . .    160,868           -           - 
                                                 ----------  ----------  ----------
Net cash used in financing activities . . . . .   (220,437)   (380,966)   (527,981)
                                                 ----------  ----------  ----------
Net increase (decrease) in cash . . . . . . . .     41,617     (65,536)    151,712 
Cash at beginning of year . . . . . . . . . . .    259,009     324,545     172,833 
Cash at end of year . . . . . . . . . . . . . .  $ 300,626   $ 259,009   $ 324,545 
                                                 ==========  ==========  ==========
</TABLE>







                           See accompanying notes.


<PAGE>

                           Tempe Valley Plaza, Ltd.
                              (A Joint Venture)
                                       
                        Notes to Financial Statements
                                       
                              December 31, 1997
                                       
                                       
1.  NATURE  OF  JOINT  VENTURE  AND  TERMS  OF  JOINT  VENTURE  AGREEMENT

Tempe  Valley  Plaza,  Ltd.  (the "Joint Venture"), was organized December 13,
1993  by  predecessor  partners  to  Amresco/Weingarten  Retail Partners, L.P.
("Amresco"),  a  Delaware  limited  partnership,  as  limited  partner,  and
Weingarten/Nostat,  Inc.  ("Nostat"), a Texas corporation, as general partner.
Amresco  and  Nostat are, collectively, the "Venturers." The business purposes
of  the  Joint  Venture include, but are not limited to, owning, refurbishing,
operating,  managing,  and leasing a shopping center (the "Center") located in
Tempe,  Arizona.  The  ownership  interests of Amresco and Nostat in the Joint
Venture  are  85%  and  15%,  respectively.

For  financial  reporting  and  federal  income  tax  purposes,  net income is
generally  allocated  to the Venturers in amounts equal to distributable funds
(as  defined in the Joint Venture Agreement) received by each of the Venturers
during  the  period.  Net  losses shall be allocated 60% to Amresco and 40% to
Nostat.
Distributable  funds are determined quarterly and distributed in the following
priority:

     (a)    The  repayment  of  any  accrued  interest  on  loans.

     (b)    A  cumulative  return of  8% annual  simple interest on  Amresco's
            capital  contributions.

     (c)    A  cumulative  return of  8% annual  simple interest  on  Nostat's
            capital  contributions.

     (d)    Remaining distributable funds shall be distributed  60% to Amresco
            and  40%  to  Nostat.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

USE  OF  ESTIMATES

The  preparation  of  the  financial  statements  in conformity with generally
accepted  accounting  principles  requires  management  to  make estimates and
assumptions  that affect the reported amounts of assets and liabilities at the
balance  sheet  dates.

PROPERTY

Property  is carried at cost. Depreciation is computed using the straight-line
method  based  on  estimated  useful  lives  of  5  to  40  years. Repairs and
maintenance  are  charged  to  expense.

LEASE  COSTS

Lease costs are amortized primarily on a straight-line basis over the lives of
the  leases.


<PAGE>

RENTAL  REVENUE

Rental  revenue is generally recognized on a straight-line basis over the life
of  the  lease.  Contingent  rentals  (payments  for  taxes,  insurance,  and
maintenance  by  the  lessees  and  for an amount based on a percentage of the
tenants'  sales)  are  estimated  and  accrued  over  the  lease  year.

INCOME  TAXES

Income  taxes are not provided because each of the Venturers reports its share
of  taxable  income  or  loss  in  its  tax  return.

3.  RENTALS  UNDER  OPERATING  LEASES

The  Center's  lease  terms range from 3 years for smaller tenant spaces to 25
years for larger tenant spaces. In addition to minimum lease payments, most of
the  leases  provide  for  contingent  rentals.

Minimum  future rental income on noncancelable operating leases as of December
31, 1997 is: $929,650 in 1998; $847,573 in 1999; $740,458 in 2000; $710,190 in
2001;  $534,358  in  2002; and $6,989,032 thereafter. The future minimum lease
payments  do  not  include  estimates  for contingent rentals. Such contingent
rentals  aggregated  $287,285, $276,749, and $298,675 in 1997, 1996, and 1995,
respectively.

4.  DISTRIBUTIONS  TO  VENTURERS

As described in Note 1, the Joint Venture Agreement (the "Agreement") provides
for  preferential  distribution  of  distributable  funds to Amresco, which is
cumulative  from  year  to  year.  Required  distributions  to  Nostat,  after
satisfaction  of Amresco's preference, are also cumulative. In accordance with
the  Agreement,  Amresco  and  Nostat  received a distribution of $125,378 and
$27,014,  respectively,  in  1997  based  on  distributable funds of the Joint
Venture  at  December  31,  1996.  See  Note  9  for  additional information.

5.  NOTES  PAYABLE  TO  AFFILIATES

At  December  31,  1997,  notes  payable  to  affiliates  were  as  follows:
<TABLE>
<CAPTION>


                                                                       AMRESCO/
                                                                      WEINGARTEN
                                                     WEINGARTEN         RETAIL
                                           TOTAL    NOSTAT, INC.    PARTNERS, L.P.
                                          --------  -------------  -----------------
<S>                                       <C>       <C>            <C>
Mandatory loans, bearing interest at 8 %  $160,868  $      64,347  $          96,521
</TABLE>


6.  RELATED  PARTY  TRANSACTIONS

Weingarten  Realty  Management  Company ("WRMC") is the manager of the Center.
WRMC  is  an affiliate of Nostat because both WRMC and Nostat are wholly owned
subsidiaries  of  Weingarten  Realty Investors ("WRI"). The Joint Venture pays
WRMC  a  monthly  management  fee  equal  to 5% of gross income and a lump-sum
leasing  fee  generally  equal  to  4%  of  net  minimum  rental, less certain
exclusions  defined  in  the Agreement. WRMC also receives fees for performing
certain  other operating and administrative functions including in-house legal
services. In addition, the Joint Venture reimbursed WRI for development costs.
The  total  paid  to  WRI  and  its subsidiary during 1997, 1996, and 1995 was
$193,512,  $72,019,  and  $53,626,  respectively.


7.  MAJOR  TENANT

Fry's  Food Store ("Fry's"), the major tenant of the Center, leases a total of
60,145 square feet, or approximately 44% of the leased premises. Revenues from
Fry's  for  the  years  ended December 31, 1997, 1996, and 1995 were $327,424,
$326,642, and $324,118, respectively, and receivables at December 31, 1997 and
1996  were  $9,069  and  $43,804,  respectively.

8.  CHANGES  IN  OPERATING  ACCOUNTS

The  effect  of changes in the operating accounts on cash flows from operating
activities  is  as  follows:
<TABLE>
<CAPTION>

                                                  YEAR ENDED DECEMBER 31,
                                                1997       1996       1995
                                             ----------  ---------  --------
<S>                                          <C>         <C>        <C>
Decrease (increase) in:
Accrued rent and accounts receivable         $  33,470   $ (9,333)  $ 4,346 
Other assets - primarily lease costs          (118,330)   (25,010)   (8,013)
Increase (decrease) in:
Accounts payable and accrued expenses           (6,430)    13,149    59,231 
Other liabilities                               17,150      5,548    (3,935)
                                             ----------  ---------  --------
Net effect of changes in operating accounts  $ (74,140)  $(15,646)  $51,629 
                                             ==========  =========  ========
</TABLE>


9.  SUBSEQUENT  EVENT

At  the  close  of  business  on  December  31,  1997, WRI purchased Amresco's
interest  in  four  joint  ventures, including Amresco's interest in the Joint
Venture  for  $6,195,500.  Also,  WRI  funded  $400,000 to Amresco as the 1997
estimated  quarterly  distribution  of  distributable funds for all four joint
ventures.  The purchase agreement allows for final adjustments to the purchase
price  based  on actual cash proceeds from the liquidation of year-end working
capital items. This transaction is not reflected in the financial statements.



<PAGE>

                         WEINGARTEN REALTY INVESTORS
             PRO FORMA CONDENSED STATEMENT OF CONSOLIDATED INCOME
                         YEAR ENDED DECEMBER 31, 1997
                                  (Unaudited)

                   (in thousands, except per share amounts)

This  unaudited  Pro  Forma  Condensed  Statement  of  Consolidated  Income is
presented as if (A)  the acquisitions of Rainbow Plaza Shopping Center and the
AMRESCO/Weingarten  Joint Venture Interests, and (B)  the acquisition of other
properties as set forth in the Notes and Significant Assumptions, has occurred
as of January 1, 1997.  In management's  opinion, all adjustments necessary to
reflect  the effects of these transactions have been made.  This unaudited Pro
Forma Condensed Statement of Consolidated Income is not necessarily indicative
of  what  actual  results of operations would have been had these transactions
occurred  on  January 1, 1997, nor does it purport to represent the results of
operations  for  future  periods.
<TABLE>
<CAPTION>


                                                          Adjustments
                                                        for Acquisition      Adjustment
                                                          of Acquired        for Other        Pro
                                          Historical     Properties(A)    Acquisitions(B)    Forma
                                          -----------  -----------------  ----------------  --------
<S>                                       <C>          <C>                <C>               <C>
Revenue:

Rentals                                   $   169,041  $          7,028   $          2,926  $178,995
Interest                                        2,487                22                  0     2,509
Other                                           2,984              (613)                13     2,384
Total Revenue                                 174,512             6,437              2,939   183,888
                                          -----------  -----------------  ----------------  --------

Expenses:

Operating                                      27,131               829                487    28,447
Ad Valorem Taxes                               22,110               807                381    23,298
Depreciation & Amortization                    37,976             1,796                434    40,206
Interest                                       30,009             3,575              1,367    34,951
General &  Administrative                       5,647                                          5,647
Total Expenses                                122,873             7,007              2,669   132,549
                                          -----------  -----------------  ----------------  --------

Income (Loss) From Operations                  51,639              (570)               270    51,339
Gain on Sales of Property and Securities        3,327                                          3,327

Net Income                                $    54,966  $           (570)  $            270  $ 54,666
                                          ===========  =================  ================  ========

Net Income per Common Share               $      2.06                                       $   2.05
                                          ===========                                       ========

Net Income per Common Share
Assuming Dilution                         $      2.06                                       $   2.05
                                          ===========                                       ========

Weighted Average Number of
Common Shares Outstanding                      26,638                                         26,638
                                          ===========                                       ========

Weighted Average Number of
Common Shares Outstanding
Assuming Dilution                              26,671                                         26,671
                                          ===========                                       ========

</TABLE>



<PAGE>

                         WEINGARTEN REALTY INVESTORS
                      NOTES AND SIGNIFICANT ASSUMPTIONS
                         YEAR ENDED DECEMBER 31,1997
                                  (Unaudited)


(A)  ACQUISITION OF RAINBOW PLAZA SHOPPING CENTER AND AMRESCO/WEINGARTEN
     JOINT  VENTURE  INTEREST

On  October 22, 1997, the Company acquired Phases II and III of Rainbow Plaza,
a  280,000  square foot shopping center located in Las Vegas, Nevada for $30.3
million.   The purchase price was funded with $12.9 million borrowed under the
Company's  revolving credit facility (average rate of 6.3%) and the assumption
of  $17.4 million of debt (rate of 8.75%). Rainbow Plaza is located at Rainbow
and  Charleston  Boulevards  and is situated on 24.3 acres.  Developed between
1992  and  1995,  Rainbow  is  anchored  by  Home  Depot, JCPenney Home Store,
Ultimate  Electronics  and  the  Q-Club  and  is  currently  100% leased.  The
purchase  price  was  allocated between land and buildings, with the buildings
depreciated  over  a  period  of forty years.  Pro forma revenue and expenses,
other  than  interest  and  depreciation,  represent the historical amounts of
Rainbow  Plaza.

On  December 31, 1997, the Company completed the purchase of its joint venture
partner's  interest  in four shopping centers located in Texas, New Mexico and
Arizona.    The  partner's  previous  interest  was 85% of each property.  The
seller  was AMRESCO/Weingarten Retail Partnership L.P. and the sales price was
$26.4  million,  which  was  borrowed  under  the  Company's  revolving credit
facilities (average rate of 6.3%).  AMRESCO is an advisor to pension funds who
sold  the  properties  on  behalf  of  several  clients.

The  properties  included  in  the  purchase  are  as  follows:

1)   Independence Plaza located at  Independence  and  Town East Boulevard  in
     Mesquite,  Texas,  a suburb of  Dallas.   Independence  contains  179,100
     square feet and is anchored by Baby  Superstore and  Sak 'N Sav  Grocery.
2)   Eastdale Shopping Center located at Candelaria Road and Eubanks Boulevard
     in  Albuquerque,  New  Mexico.  Eastdale contains 111,000 square feet and
     is  anchored  by  Skaggs  Supermarket.
3)   Coronado Hills Shopping Center located at Mesa Street and Balboa Drive in
     El Paso, Texas.  Coronado contains 127,100 square feet and is anchored by
     Anthony's,  Cloth  World,  Furr's Supermarket  and  AutoZone.
4)   Frys Valley Shopping Center located at Southern and McClintock Streets in
     Tempe, Arizona.  Frys Valley contains 145,100 square feet and is anchored
     by  Fry's Foods,  Hancock Fabrics  and  Paddock Pools.

Collectively, the four properties add an additional 478,000 square feet to the
portfolio  and  have  an  average  occupancy of  91.5%. The purchase price was
allocated  between  land  and buildings, with the buildings depreciated over a
period  of  forty  years.  Pro forma revenue and expenses, other than interest
and  depreciation,  represent the historical amounts of the AMRESCO/Weingarten
Joint  Venture  properties  on  a  fully  consolidated basis, adjusted for the
elimination  of  the  equity  in  the  income  of  the joint venture which was
previously  accounted  for  under  the  equity  method.


<PAGE>

B)  OTHER  ACQUISITIONS

All  of the  acquisitions  described  below  (the  "Other Acquisitions")  were
purchased  with  borrowings  under  the  Company's revolving credit facilities
(average  rate  of 6.3%) and the aggregate purchase price of $54.3 million was
allocated between land and buildings, with buildings depreciated over a period
of  forty  years.    Pro  forma  revenues and expenses other than interest and
depreciation  for  the  Other  Acquisitions  through  the date of  acquisition
are based on unaudited information provided by the sellers of  the properties.
Unaudited financial information  has been prepared  on a basis consistent with
the historical information.

On March 19, 1997, the Company purchased Southcliff Shopping Center located in
Fort Worth, Texas.  Developed in 1968, the center is located on 13.0 acres and
was  95%  leased  at  the  date  of  purchase.  Located at the intersection of
Interstate  20  and Granbury Road, this 116,000 square foot shopping center is
anchored  by  Pancho's  Mexican  Restaurant,  Cloth  World  and  Armbrister's
Hardware.

On  April  28,  1997,  the  Company  purchased Rancho Encanto Plaza located in
Phoenix,  Arizona.   Developed in 1988, the center contains 71,000 square feet
and  is  situated  on  5.95 acres.  The center was 94.7% leased at the date of
purchase  and  is  anchored  by  ABCO  Supermarket  and  Berean  Book  Store.
On  May  12,  1997,  the  Company purchased West State Plaza located in Kansas
City,  Kansas.    Located at the intersection of 75th Street and State Avenue,
West  State  contains  94,000  square  feet and was 69% leased when purchased.
Developed  in 1985, the center is situated on 9.3 acres and is anchored by Big
Lots,  a  popular  discount  store,  and  Westlake  Hardware.

On May 14, 1997, the Company acquired Desert Square Shopping Center in Tucson,
the  Company's  seventh property in Arizona.   Located on the northeast corner
of  Golf  Links  and  Kolb Road, the center contains 98,000 square feet and is
situated  on  10.5  acres.    Anchored  by Safeway, Wells Fargo, Auto Zone and
Salvation  Army,  Desert  Square  was  97%  leased.

On  May  23,  1997, the Company acquired the Corporate I and II office/service
center  in  Austin,  Texas.    Located  on Research Boulevard (Highway 183) at
Putnam  Drive, the project contains 117,000 square feet and is situated on 7.5
acres.    Corporate  I  was  developed in 1979 while Corporate II was built in
1983.    The  total project contains five separate one-story buildings and was
94.3%  leased  when  acquired.  Major tenants include Windsport, Pitney Bowes,
Inc. and a division of the State Highway and Public Transportation Department.

On  June  3, 1997, the Company purchased Stonecrest Business Center located in
Houston,  Texas.   This office/service center contains five separate one-story
buildings  totaling  111,000  square  feet  and was 77% leased when purchased.
Stonecrest  was developed in 1979 and is situated on 7.1 acres.  Major tenants
include  Carrousel  Production,  Flintlock,  Ltd.  and  RLPH  Development.

On  June  20,  1997,  the Company purchased the Grand Plaza Shopping Center in
Amarillo,  Texas.   Located on the southwest corner of Interstate 40 and Grand
Street,  the center contains 75,000 square feet and is situated on 7.08 acres.
Developed  in  1985,  Grand Plaza is anchored by United Supermarket and Dollar
General.   The center was 82% leased when purchased.  On November 7, 1997, the
Company purchase the second phase of this shopping center.  This 82,000 square
foot  building  is  located  on  7.5  acres and was 80% leased when purchased.
Major  tenants  are  Country  General  and  Beall's.

On  July  9, 1997, the Company acquired Phase II of League City Plaza, located
adjacent  to  Phase  I  which the Company acquired in 1993.  Located in League
City,  just  south  of  Houston,  Phase  II contains 20,000 square feet and is
situated  on 2.44 acres of which 1.44 acres are undeveloped.  Phase II is 100%
leased  and  anchored  by  Pancho's  Mexican  Restaurant.

On  August  20,  1997, the Company purchased West Ten Business Center II.  The
83,000  square  foot  warehouse  is located on Interstate 10 in Houston and is
situated  on  3.4  acres  adjacent  to the Company's West Ten Business Center.
This  project  was  vacant  when  purchased.


<PAGE>

On  August  22,  1997, the Company purchased a Kmart center in Houston, Texas.
The  Company will redevelop the site by expanding the Kmart store and building
a  new  supermarket  along with some additional retail space.  The center will
contain  about 200,000 square feet when complete and is expected to be open in
the  fall of 1998.  On December 10, 1997, the Company purchased a 5,460 square
foot  building located on a pad site adjacent to this center.  The building is
leased  to  Monterey  House  restaurant.

On  October 22, 1997, the Company acquired Academy Place, a 84,000 square foot
shopping center in Colorado Springs, Colorado.  Located at the intersection of
Academy  and  Union  Boulevards,  the  center is situated on 9.34 acres and is
anchored by Ross Dress for Less and Famous Footwear.  It is also strategically
placed  between  a  Safeway  supermarket and a Target store, both of which are
owned  by  others.  Developed  in  1982,  Academy  Place was 97.4% leased when
purchased.


<PAGE>

<TABLE>
<CAPTION>


                          WEINGARTEN REALTY INVESTORS
               STATEMENT OF ESTIMATED TAXABLE OPERATING RESULTS
                  AND CASH TO BE MADE AVAILABLE BY OPERATIONS
              FOR A TWELVE MONTH PERIOD ENDING DECEMBER 31, 1997
                                  (Unaudited)


<S>                                                  <C>
Revenue:. . . . . . . . . . . . . . . . . . . . . .  $9,954 

Expenses:
Operating . . . . . . . . . . . . . . . . . . . . .   1,316 
Ad Valorem Taxes. . . . . . . . . . . . . . . . . .   1,188 
Depreciation & Amortization . . . . . . . . . . . .   2,230 
Interest. . . . . . . . . . . . . . . . . . . . . .   4,942 
Total Expenses. . . . . . . . . . . . . . . . . . .   9,676 
                                                     -------

Estimated Taxable Operating Loss. . . . . . . . . .    (278)

Add back depreciation and amortization. . . . . . .   2,230 

Estimated Cash to be Made Available from Operations  $1,952 
                                                     =======

<FN>

Note:  This statement  of estimated taxable operating results and estimated
       cash  to  be  made available  from  operations  is  an  estimate  of
       operating  results  for  all  properties  acquired  by  the  Company
       during the year ended  December 31, 1997  and does  not  purport  to
       reflect  actual  results  for  any  period.
</TABLE>






(c)  Exhibits
     Exhibit  Number     Description
     ---------------     -----------


         23.1            Consent  of  Deloitte  &  Touche  LLP

         23.2            Consent  of  Ernst  &  Young  LLP

<PAGE>

                                  SIGNATURES


Pursuant  to  the  requirements  of  the  Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to be signed on its behalf by the
undersigned  thereunto  duly  authorized.


                                          WEINGARTEN  REALTY  INVESTORS
                                          -----------------------------
                                                   (Registrant)



                                          BY:     /s/  Stephen  C.  Richter  
                                             --------------------------------
                                                  Stephen  C.  Richter
                                            Senior  Vice  President/Financial
                                             Administration  and  Treasurer
                                            (Principal  Accounting  Officer)



DATE:     April  24,  1998
          ----------------
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 98829}]
{"company-data": {"conformed-name": "WEINGARTEN REALTY INVESTORS /TX/", "cik": "0000828916", "assigned-sic": "6798", "irs-number": "741464203", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09876", "film-number": "98600508"}, "business-address": {"street1": "2600 CITADEL PLAZA DR", "city": "HOUSTON", "state": "TX", "zip": "77008", "phone": "7138666000"}, "mail-address": {"street1": "P O BOX 924133", "street2": "P O BOX 924133", "city": "HOUSTON", "state": "TX", "zip": "77292-4133"}}
SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549

                  -------------------------------------------

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

   Date of report (Date of earliest event reported):  December 31, 1997

                          WEINGARTEN REALTY INVESTORS
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                     ____________________________________
                         (Commission File Number)

                          Texas                                74-1464203
                    ------------------                         ----------
            (State or other jurisdiction of                (I.R.S. Employer
             incorporation or organization)               Identification No.)
2600 Citadel Plaza Drive, P.O. Box 924133, Houston, Texas      77292-4133
---------------------------------------------------------      ----------
      (Address of principal executive offices)                 (Zip Code)

      Registrant's telephone number, including area code: (713) 866-6000
                                                          --------------
ITEM  2.  ACQUISITION OR DISPOSITION OF ASSETS

     During the year ended December 31, 1997, Weingarten Realty Investors (the
"Company")  acquired  eight  retail centers, three industrial projects and its
joint  venture  partner's  85%  interest  in  four  other  retail  centers.
Additionally,  the  Company  acquired  the  second phase of a retail center it
already  owned  and  completed  the  funding of acquisition costs for a retail
center  upon  execution  of  leases  and  satisfaction  of  other  conditions.
Material  factors  considered  in each of the acquisitions made by the Company
include historical and prospective financial performance of the center, credit
quality  of  the  tenancy,  local  and  regional  demographics,  location  and
competition,  ad  valorem tax rates, condition of the property and the related
anticipated  level  of capital expenditures required.  The total investment in
acquisitions during 1997 was $111.0 million.  Audited financial statements and
unaudited pro forma financial information on these properties are submitted in
ITEM  7.  below.

ITEM  7.  FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS

     The  following  financial  statements, pro forma financial statements and
exhibits  are  filed  as  part  of  this  report:

(a)  and  (b)  Financial  statements  of  businesses  acquired  and  pro forma
financial  information:

     1.  Rainbow  Plaza  Shopping  Center

        (i)   Independent  Auditors'  Report

        (ii)  Statement of Revenue and Certain Expenses for the period
              from January  1,  1997  to  October  22,  1997

        (iii) Notes  to  Statement  of  Revenue  and  Certain  Expenses
2.  AMRESCO/Weingarten  Joint  Venture

           i.  Mesquite  Center,  Ltd.  (A  Joint  Venture)

               (a)   Report  of  Independent  Auditors

               (b)   Financial Statements for the Three Years Ended
                     December 31,  1997

               (c)   Notes  to  Financial  Statements

          ii.  Eastdale  Center,  Ltd.  (A  Joint  Venture)

               (a)   Report  of  Independent  Auditors

               (b)   Financial Statements for the Three Years Ended
                     December 31,  1997

               (c)   Notes  to  Financial  Statements

         iii.  Coronado  Center,  Ltd.  (A  Joint  Venture)

               (a)   Report  of  Independent  Auditors

               (b)   Financial Statements for the Three Years Ended
                     December 31,  1997

               (c)   Notes  to  Financial  Statements

          iv.  Tempe  Valley  Plaza,  Ltd.  (A  Joint  Venture)

               (a)   Report  of  Independent  Auditors

               (b)   Financial Statements for the Three Years 
                     Ended December 31,  1997

               (c)   Notes  to  Financial  Statements

     3.  Pro  Forma  Condensed Financial Statement (unaudited) of 
         Weingarten Realty  Investors,  the  Acquired  Properties  
         and  Other  Acquisitions.*

         (a)  Pro Forma Condensed Statement of Consolidated Income for the
              Year Ended  December  31,  1997

         (b)  Notes  and  Significant  Assumptions

---------------
  *  A  Pro Forma Consolidated Balance Sheet  as of  December 31, 1997  is not
     presented  as all acquisitions covered by this Current Report on Form 8-K
     were completed prior to December 31, 1997 and, accordingly, are reflected
     in the Consolidated Balance Sheet included in the Company's Annual Report
     on Form 10-K for the year then ended.

RAINBOW  PLAZA  SHOPPING  CENTER

STATEMENT  OF REVENUE AND CERTAIN EXPENSES FOR THE PERIOD FROM JANUARY 1, 1997
TO  OCTOBER  22,  1997  AND  INDEPENDENT  AUDITORS'  REPORT

INDEPENDENT  AUDITORS'  REPORT

To  the  Board  of  Trust  Managers  and  Shareholders  of
     Weingarten  Realty  Investors:

We  have audited the accompanying statement of revenue and certain expenses of
Rainbow  Plaza  Shopping  Center  (the "Plaza") for the period from January 1,
1997  to  October 22, 1997.  This statement of revenue and certain expenses is
the responsibility of Plaza's management.  Our responsibility is to express an
opinion  on  the statement of revenue and certain expenses based on our audit.

We  conducted  our  audit  in  accordance  with  generally  accepted  auditing
standards.    Those  standards  require  that we plan and perform the audit to
obtain reasonable assurance about whether the statement of revenue and certain
expenses  is free of material misstatement.  An audit includes examining, on a
test  basis, evidence supporting the amounts and disclosures in the statement.
An  audit  also  includes  assessing  the  accounting  principles  used  and
significant  estimates  made  by management, as well as evaluating the overall
financial  statement  presentation.    We  believe  that  our audit provides a
reasonable  basis  for  our  opinion.

The  accompanying  statement  of revenue and certain expenses was prepared for
the  purpose of complying with the rules and regulations of the Securities and
Exchange  Commission  for  inclusion  in  the  current  report  on Form 8-K of
Weingarten  Realty  Investors.    Certain  expenses (described in Note 1) that
would not be comparable to those resulting from the proposed future operations
of  the  property  are  excluded  and  the  statement  is not intended to be a
complete  presentation  of  the  revenue  and  expenses  of  the  property.

In our opinion, the statement of revenue and certain expenses presents fairly,
in  all material respects, the revenue and certain expenses, as defined above,
of  Rainbow  Plaza  Shopping  Center  for  the  period from January 1, 1997 to
October  22,  1997.

Deloitte  &  Touche  LLP
Houston,  Texas
April  2,  1998
RAINBOW  PLAZA  SHOPPING  CENTER

STATEMENT  OF REVENUE AND CERTAIN EXPENSES FOR THE PERIOD FROM JANUARY 1, 1997
TO  OCTOBER  22,1997
REVENUE:
Rental. . . . . . . . . . . . . . . . .  $2.308,428
Tenant reimbursements . . . . . . . . .     337,589
Other income. . . . . . . . . . . . . .       2,735
                                         ----------

Total revenue . . . . . . . . . . . . .   2,648,752
                                         ----------

CERTAIN EXPENSES:
Property operating and maintenance. . .     101,038
Ad valorem Taxes. . . . . . . . . . . .     109,361
                                         ----------

Total certain expenses. . . . . . . . .     210,399
                                         ----------

EXCESS OF REVENUE OVER CERTAIN EXPENSES  $2,438,353
                                         ==========
See  accompanying  notes  to  statement  of  revenue  and  certain  expenses.
RAINBOW  PLAZA  SHOPPING  CENTER

NOTES  TO  STATEMENT  OF  REVENUE  AND  CERTAIN  EXPENSES
FOR  THE  PERIOD  FROM  JANUARY  1,  1997  TO    OCTOBER  22,  1997

1.          ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

ORGANIZATION  -  The  accompanying  statement  of revenue and certain expenses
includes  the  operations  of  Rainbow  Plaza Shopping Center (the "Plaza"), a
280,000  square  foot  shopping  center  in  Las Vegas, Nevada.  The Plaza was
acquired  by  Weingarten  Realty Investors (the "Company") on October 22, 1997
for  $30,300,000.   The Company is a Texas real estate investment trust, which
is  primarily involved in the acquisition, development, and management of real
estate,  consisting  mostly  of  neighborhood and community shopping centers.

BASIS OF PRESENTATION - The accompanying statement was prepared to comply with
the  rules  and  regulations  of  the  Securities  and Exchange Commission for
inclusion  on  the  Current  Report  on  Form  8-K  of  the  Company.

The  accompanying  statement  of  revenue  and  certain  expenses  is  not
representative  of  the  actual operations for the period presented as certain
expenses that may not be comparable to the expenses expected to be incurred by
the  Company  in  the  future  operations  of  the  Plaza  have been excluded.
Excluded  expenses  consist  of  interest,  depreciation and amortization, and
general  and  administrative  costs  not  directly  comparable  to  the future
operations  of  the  Plaza.

REVENUE  RECOGNITION  -  Rental  revenue  is  generally  recognized  on  a
straight-line  basis  over the life of the lease for operating leases.  Tenant
reimbursements  (payments  for taxes, maintenance and insurance by the lessees
and  for  an amount based on a percentage of tenants' sales) are estimated and
accrued  over  the  lease  year.

USE  OF  ESTIMATES  -  The  preparation  of  the  financial statement requires
management  to  make  use  of  estimates  and  assumptions that affect amounts
reported  in  the  financial statement as well as certain disclosures.  Actual
results  could  differ  from  those  estimates.

2.          RENTALS  UNDER  OPERATING  LEASES

Future  minimum  rental  income for non-cancelable operating leases at October
22,  1997,  is:    $2,888,759 in 1998; $2,872,626 in 1999; $2,833,313 in 2000;
$2,814,030  in  2001;  $2,872,903  in  2002;  and  $25,841,745  thereafter.
REPORT OF INDEPENDENT AUDITORS

Venturers
Coronado  Center,  Ltd.

We  have audited the accompanying balance sheets of Coronado Center, Ltd. (the
"Joint Venture"), as of December 31, 1997 and 1996, and the related statements
of  income,  venturers' capital, and cash flows for each of the three years in
the  period  ended  December  31,  1997.  These  financial  statements are the
responsibility  of  the  Joint  Venture's management. Our responsibility is to
express  an  opinion  on  these  financial  statements  based  on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts and disclosures in the financial statements. An audit
also  includes  assessing  the  accounting  principles  used  and  significant
estimates  made  by  management,  as  well as evaluating the overall financial
statement  presentation. We believe that our audits provide a reasonable basis
for  our  opinion.

In  our opinion, the financial statements referred to above present fairly, in
all  material  respects,  the  financial position of Coronado Center, Ltd., at
December  31,  1997  and  1996, and the results of its operations and its cash
flows  for  each  of the three years in the period ended December 31, 1997, in
conformity  with  generally  accepted  accounting  principles.

Ernst  &  Young  LLP
Houston,  Texas
February  20,  1998
Coronado Center, Ltd.
                                 (A Joint Venture)

                                  Balance Sheets

                                                                 DECEMBER 31,
                                                               1997        1996
                                                            ----------  ----------
ASSETS
Property:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . .  $1,011,840  $1,011,840
Buildings and improvements . . . . . . . . . . . . . . . .   4,726,643   4,667,712
                                                             5,738,483   5,679,552

Less accumulated depreciation. . . . . . . . . . . . . . .     715,379     531,820
                                                            ----------  ----------
                                                             5,023,104   5,147,732

Accrued rent and accounts receivable, net of allowance for
  doubtful accounts of $1,736 in 1996. . . . . . . . . . .      83,139     153,142
Lease costs, net of accumulated amortization of $18,672 in
  1997 and $10,759 in 1996 . . . . . . . . . . . . . . . .      18,582      13,113
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . .     242,578     316,301
Other. . . . . . . . . . . . . . . . . . . . . . . . . . .       2,068       2,964
                                                            ----------  ----------
Total assets . . . . . . . . . . . . . . . . . . . . . . .  $5,369,471  $5,633,252
                                                            ==========  ==========

LIABILITIES AND VENTURERS' CAPITAL
Accounts payable and accrued expenses:
Affiliates . . . . . . . . . . . . . . . . . . . . . . . .  $   23,165  $   30,402
Other. . . . . . . . . . . . . . . . . . . . . . . . . . .     137,992     147,417
Rentals collected in advance . . . . . . . . . . . . . . .       9,376       8,921
Tenants' security deposits . . . . . . . . . . . . . . . .      13,620      16,592
                                                            ----------  ----------
Total liabilities. . . . . . . . . . . . . . . . . . . . .     184,153     203,332

Venturers' capital . . . . . . . . . . . . . . . . . . . .   5,185,318   5,429,920
                                                            ----------  ----------
Total liabilities and Venturers' capital . . . . . . . . .  $5,369,471  $5,633,252
                                                            ==========  ==========
See accompanying notes.
Coronado Center, Ltd.
                                    (A Joint Venture)

                                   Statements of Income

                                                 YEAR ENDED DECEMBER 31,
                                                1997      1996      1995
                                             ---------  --------  --------
Revenues:
Rents . . . . . . . . . . . . . . . . . . .  $696,640  $854,573  $919,764 
Interest income . . . . . . . . . . . . . .     3,736     3,992     3,523 
                                             ---------  --------  --------
Total revenues. . . . . . . . . . . . . . .   700,376   858,565   923,287 

Operating expenses:
Ad valorem taxes. . . . . . . . . . . . . .   126,078   136,862   136,721 
Repairs and maintenance . . . . . . . . . .    82,117    66,996    69,725 
Management fees - Weingarten Realty
Management Company. . . . . . . . . . . . .    35,019    42,929    46,165 
Insurance . . . . . . . . . . . . . . . . .     8,593    10,056    10,784 
General and administrative. . . . . . . . .    12,473    10,532    10,246 
                                             ---------  --------  --------
Total operating expenses. . . . . . . . . .   264,280   267,375   273,641 
                                             ---------  --------  --------
Income before depreciation and amortization   436,096   591,190   649,646 

Depreciation and amortization . . . . . . .   192,724   185,590   177,409 
                                             ---------  --------  --------
Net income. . . . . . . . . . . . . . . . .  $243,372  $405,600  $472,237 
                                             =========  ========  ========
See accompanying notes
Coronado Center, Ltd.
                               (A Joint Venture)

                       Statements of Venturers' Capital

                                                               AMRESCO/
                                                              WEINGARTEN
                                             WEINGARTEN         RETAIL
                                 TOTAL      NOSTAT, INC.    PARTNERS, L.P.
Balance at December 31, 1994  $5,526,325   $     828,556   $     4,697,769 
Distributions to Venturers .    (620,840)       (131,817)         (489,023)
Contributions from Venturers     213,544          32,032           181,512 
Net income for 1995. . . . .     472,237          99,307           372,930 
                              -----------  --------------  ----------------
Balance at December 31, 1995   5,591,266         828,078         4,763,188 
Distributions to Venturers .    (595,657)       (129,328)         (466,329)
Contributions from Venturers      28,711           4,307            24,404 
Net income for 1996. . . . .     405,600          86,344           319,256 
                              -----------  --------------  ----------------
Balance at December 31, 1996   5,429,920         789,401         4,640,519 
Distributions to Venturers .    (526,412)        (96,468)         (429,944)
Contributions from Venturers      38,438           5,766            32,672 
Net income for 1997. . . . .     243,372          44,561           198,811 
                              -----------  --------------  ----------------
Balance at December 31, 1997  $5,185,318   $     743,260   $     4,442,058 
                              ===========  ==============  ================
See accompanying notes
Coronado Center, Ltd.
                                 (A Joint Venture)

                              Statements of Cash Flows

                                                       YEAR ENDED DECEMBER 31,
                                                    1997        1996        1995
                                                 ----------  ----------  ----------
OPERATING ACTIVITIES
Net income. . . . . . . . . . . . . . . . . . .  $ 243,372   $ 405,600   $ 472,237 
Adjustments to reconcile net income to net cash
    provided by operating activities:
Depreciation and amortization . . . . . . . . .    192,724     185,590     177,409 
Net effect of changes in operating accounts . .     37,086      36,601     (31,402)
                                                 ----------  ----------  ----------
Net cash provided by operating activities . . .    473,182     627,791     618,244 

INVESTING ACTIVITIES
Property additions. . . . . . . . . . . . . . .    (58,931)    (21,902)    (93,100)
                                                 ----------  ----------  ----------
Net cash used in investing activities . . . . .    (58,931)    (21,902)    (93,100)

FINANCING ACTIVITIES
Distributions to Venturers. . . . . . . . . . .   (526,412)   (595,657)   (620,840)
Capital contribution from Venturers . . . . . .     38,438      28,711     213,544 
                                                 ----------  ----------  ----------
Net cash used in financing activities . . . . .   (487,974)   (566,946)   (407,296)
                                                 ----------  ----------  ----------
Net (decrease) increase in cash . . . . . . . .    (73,723)     38,943     117,848 
Cash at beginning of year . . . . . . . . . . .    316,301     277,358     159,510 
                                                 ----------  ----------  ----------
Cash at end of year . . . . . . . . . . . . . .  $ 242,578   $ 316,301   $ 277,358 
                                                 ==========  ==========  ==========
See accompanying notes
Coronado Center, Ltd.
                               (A Joint Venture)

                         Notes to Financial Statements

                               December 31, 1997

1.    NATURE  OF  JOINT  VENTURE  AND  TERMS  OF  JOINT  VENTURE  AGREEMENT

Coronado  Center, Ltd. (the "Joint Venture"), was organized on August 23, 1993
by  predecessor  partners  to  Amresco/Weingarten  Retail  Partners,  L.P.
("Amresco"), a Delaware limited partnership, as limited partner and Weingarten
Nostat,  Inc. ("Nostat"), a Texas corporation, as general partner. Amresco and
Nostat  are, collectively, the "Venturers." The business purposes of the Joint
Venture  include,  but  are  not  limited to, owning, refurbishing, operating,
managing,  and  leasing  a  shopping center (the "Center") located in El Paso,
Texas.  The ownership interests of Amresco and Nostat in the Joint Venture are
85%  and  15%,  respectively.

For  financial  reporting  and  federal  income  tax  purposes,  net income is
generally  allocated  to the Venturers in amounts equal to distributable funds
(as defined in the Joint Venture Agreement (the "Agreement")) received by each
of  the  Venturers  during  the  period.  Net losses shall be allocated 60% to
Amresco  and  40%  to  Nostat.

Distributable  funds are determined quarterly and distributed in the following
priority:

    (a)  A cumulative return of 8% annual simple interest on Amresco's capital
         contributions.

    (b)  A cumulative return of 8% annual simple interest on  Nostat's capital
         contributions.

    (c)  Remaining distributable funds shall be distributed 60% to Amresco and
         40%  to  Nostat.

2.    SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

USE  OF  ESTIMATES

The  preparation  of  the  financial  statements  in conformity with generally
accepted  accounting  principles  requires  management  to  make estimates and
assumptions  that affect the reported amounts of assets and liabilities at the
balance  sheet  dates.

PROPERTY

Property  is carried at cost. Depreciation is computed using the straight-line
method  based  on  estimated  useful  lives  of  5  to  40  years. Repairs and
maintenance  are  charged  to  expense.

LEASE  COSTS

Lease costs are amortized primarily on a straight-line basis over the lives of
leases.
Rental  Revenue

Rental  revenue is generally recognized on a straight-line basis over the life
of  the  lease.  Contingent  rentals  (payments  for  taxes,  insurance,  and
maintenance  by  the  lessees  and  for an amount based on a percentage of the
tenants'  sales)  are  estimated  and  accrued  over  the  lease  year.

INCOME  TAXES

Income  taxes are not provided because each of the Venturers reports its share
of  taxable  income  or  loss  in  its  tax  return.

3.    RENTALS  UNDER  OPERATING  LEASES

The  Center's  lease  terms range from 3 years for smaller tenant spaces to 30
years for larger tenant spaces. In addition to minimum lease payments, most of
the  leases  provide  for  contingent  rentals.

Minimum  future rental income on noncancelable operating leases as of December
31, 1997 is: $504,087 in 1998; $234,847 in 1999; $165,955 in 2000; $108,560 in
2001;  $68,109  in  2002;  and  $110,427  thereafter. The future minimum lease
payments  do  not  include  estimates  for contingent rentals. Such contingent
rentals  aggregated  $103,386,  $223,587  and $268,095 in 1997, 1996 and 1995,
respectively.

4.    DISTRIBUTIONS  TO  VENTURERS

As  described  in Note 1, the Agreement provides for preferential distribution
of  distributable  funds  to  Amresco,  which is cumulative from year to year.
Required  distributions to Nostat, after satisfaction of Amresco's preference,
are  also  cumulative.  In  accordance  with the Agreement, Amresco and Nostat
received a distribution of $94,327 and $15,156, respectively, in 1997 based on
distributable  funds of the Joint Venture at December 31, 1996. See Note 8 for
additional  information.

5.    RELATED  PARTY  TRANSACTIONS

Weingarten  Realty  Management Company ("WRMC") is the manager of the shopping
center. WRMC is an affiliate of Nostat because both WRMC and Nostat are wholly
owned  subsidiaries  of Weingarten Realty Investors ("WRI"). The Joint Venture
pays  WRMC a monthly management fee equal to 5% of gross income and a lump-sum
leasing  fee  generally  equal  to  4%  of  net  minimum  rental, less certain
exclusions  defined  in  the Agreement. WRMC also receives fees for performing
certain other operating and administrative functions, including in-house legal
services. In addition, the Joint Venture reimbursed WRI for development costs.
The total paid to WRMC and WRI during 1997, 1996 and 1995 was $65,791, $36,305
and  $58,054,  respectively.

6.    MAJOR  TENANT

Walgreens,  C.R.  Anthony's,  and Furr's Supermarket, the major tenants of the
shopping  center,  lease a total of 66,014 square feet or approximately 52% of
the  lease  premises. Revenues for the years ended December 31, 1997, 1996 and
1995  were,  respectively,  $6,813,  $120,330  and  $132,922  for  Walgreens,
$176,278, $150,867 and $151,480 for C.R. Anthony's, and $147,986, $117,781 and
$131,507  for  Furr's  Supermarket.  Receivables at December 31, 1997 and 1996
were, respectively, $7,639 and $400 for Walgreens, $23,329 and $1,814 for C.R.
Anthony's,  and  $22,904  and  $887  for  Furr's  Supermarket.
7.    CHANGES  IN  OPERATING  ACCOUNTS

The  effect  of changes in the operating accounts on cash flows from operating
activities  is  as  follows:
YEAR ENDED DECEMBER 31,
                                               1997       1996      1995
                                             ---------  --------  ---------
Decrease (increase) in:
Accrued rent and accounts receivable. . . .  $ 70,003   $14,179   $(41,612)
Other assets - primarily lease costs. . . .   (13,738)   (8,767)    (6,808)
Increase (decrease) in:
Accounts payable and accrued expenses . . .   (16,662)   24,969     18,818 
Other liabilities . . . . . . . . . . . . .    (2,517)    6,220     (1,800)
                                             ---------  --------  ---------
Net effect of changes in operating accounts  $ 37,086   $36,601   $(31,402)
                                             =========  ========  =========
8.    SUBSEQUENT  EVENT

At  the  close  of  business  on  December  31,  1997, WRI purchased Amresco's
interest  in  four  joint ventures, including Amresco's interest in this Joint
Venture  for  $4,872,600.  Also,  WRI  funded  $400,000 to Amresco as the 1997
estimated  quarterly  distribution  of  distributable funds for all four joint
ventures.  The purchase agreement allows for final adjustments to the purchase
price  based  on actual cash proceeds from the liquidation of year-end working
capital items. This transaction is not reflected in the financial statements.
REPORT OF INDEPENDENT AUDITORS

Venturers
Eastdale  Center,  Ltd.

We  have audited the accompanying balance sheets of Eastdale Center, Ltd. (the
"Joint  Venture"),  as  of  December  31,  1997, and the related statements of
income,  Venturers' capital, and cash flows for each of the three years in the
period  ended  December  31,  1997.  These  financial  statements  are  the
responsibility  of  the  Joint  Venture's management. Our responsibility is to
express  an  opinion  on  these  financial  statements  based  on our audits.
We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts and disclosures in the financial statements. An audit
also  includes  assessing  the  accounting  principles  used  and  significant
estimates  made  by  management,  as  well as evaluating the overall financial
statement  presentation. We believe that our audits provide a reasonable basis
for  our  opinion.
In  our opinion, the financial statements referred to above present fairly, in
all  material  respects,  the  financial position of Eastdale Center, Ltd., at
December  31,  1997,  and the results of its operations and its cash flows for
each  of  the three years in the period ended December 31, 1997, in conformity
with  generally  accepted  accounting  principles.

Ernst  &  Young  LLP
Houston,  Texas
February  20,  1998
Eastdale Center, Ltd.
                                 (A Joint Venture)

                                  Balance Sheets

                                                                 DECEMBER 31,
                                                               1997        1996
                                                            ----------  ----------
ASSETS
Property:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . .  $1,355,623  $1,355,623
Buildings and improvements . . . . . . . . . . . . . . . .   5,866,644   5,773,812
                                                             7,222,267   7,129,435

Less accumulated depreciation. . . . . . . . . . . . . . .     819,479     634,821
                                                            ----------  ----------
                                                             6,402,788   6,494,614

Accrued rent and accounts receivable, net of allowance for
    doubtful accounts of $4,994 in 1997. . . . . . . . . .      63,584      61,264
Lease costs, net of accumulated amortization of $31,551 in
    1997 and $21,751 in 1996 . . . . . . . . . . . . . . .      34,255      37,396
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . .     241,611     257,546
Other. . . . . . . . . . . . . . . . . . . . . . . . . . .       1,865       2,732
                                                            ----------  ----------
Total assets . . . . . . . . . . . . . . . . . . . . . . .  $6,744,103  $6,853,552
                                                            ==========  ==========

LIABILITIES AND VENTURERS' CAPITAL
Accounts payable and accrued expenses:
Affiliates . . . . . . . . . . . . . . . . . . . . . . . .  $   19,490  $   27,592
Other. . . . . . . . . . . . . . . . . . . . . . . . . . .      20,114      12,591
Rentals collected in advance . . . . . . . . . . . . . . .      37,165      36,842
Tenants' security deposits . . . . . . . . . . . . . . . .      22,936      23,287
Notes payable to affiliates. . . . . . . . . . . . . . . .     124,316      44,555
Total liabilities. . . . . . . . . . . . . . . . . . . . .     224,021     144,867

Venturers' capital . . . . . . . . . . . . . . . . . . . .   6,520,082   6,708,685
                                                            ----------  ----------
Total liabilities and Venturers' capital . . . . . . . . .  $6,744,103  $6,853,552
                                                            ==========  ==========
See accompanying notes.
Eastdale Center, Ltd.
                               (A Joint Venture)

                             Statements of Income

                                        YEAR ENDED DECEMBER 31,
                                       1997      1996      1995
                                     --------  --------  --------
Revenues:
Rents . . . . . . . . . . . . . . .  $928,429  $984,006  $921,792
Interest income . . . . . . . . . .     3,363     3,186     3,126
                                     --------  --------  --------
Total revenues. . . . . . . . . . .   931,792   987,192   924,918

Operating expenses:
Ad valorem taxes. . . . . . . . . .    64,887    65,058    63,377
Repairs and maintenance . . . . . .    81,636    67,464    67,460
Management fees - Weingarten Realty
   Management Company . . . . . . .    46,590    49,360    46,246
Insurance . . . . . . . . . . . . .     7,816     9,548    10,107
Advertising and promotion . . . . .    12,340    12,000    12,000
General and administrative. . . . .     9,838    11,399    12,053
Interest. . . . . . . . . . . . . .     7,664     2,208         -
                                     --------  --------  --------
Total operating expenses. . . . . .   230,771   217,037   211,243
                                     --------  --------  --------
Income before depreciation and
      amortization. . . . . . . . .   701,021   770,155   713,675

Depreciation and amortization . . .   202,179   190,787   167,751
                                     --------  --------  --------
Net income. . . . . . . . . . . . .  $498,842  $579,368  $545,924
                                     ========  ========  ========
See accompanying notes.
Eastdale Center, Ltd.
                               (A Joint Venture)

                       Statements of Venturers' Capital

                                                               AMRESCO/
                                                              WEINGARTEN
                                             WEINGARTEN         RETAIL
                                 TOTAL      NOSTAT, INC.    PARTNERS, L.P.
                              -----------  --------------  ----------------
Balance at December 31, 1994  $6,887,640   $   1,024,368   $     5,863,272 
Distributions to Venturers .    (727,807)       (151,731)         (576,076)
Contributions from Venturers      77,602          11,640            65,962 
Net income for 1995. . . . .     545,924         113,140           432,784 
                              -----------  --------------  ----------------
Balance at December 31, 1995   6,783,359         997,417         5,785,942 
Distributions to Venturers .    (763,205)       (163,134)         (600,071)
Contributions from Venturers     109,163          16,374            92,789 
Net income for 1996. . . . .     579,368         123,547           455,821 
                              -----------  --------------  ----------------
Balance at December 31, 1996   6,708,685         974,204         5,734,481 
Distributions to Venturers .    (719,267)       (144,722)         (574,545)
Contributions from Venturers      31,822           4,773            27,049 
Net income for 1997. . . . .     498,842          98,172           400,670 
Balance at December 31, 1997  $6,520,082   $     932,427   $     5,587,655 
                              ===========  ==============  ================
See accompanying notes.
Eastdale Center, Ltd.
                                 (A Joint Venture)

                              Statements of Cash Flows

                                                       YEAR ENDED DECEMBER 31,
                                                    1997        1996        1995
                                                 ----------  ----------  ----------
OPERATING ACTIVITIES
Net income. . . . . . . . . . . . . . . . . . .  $ 498,842   $ 579,368   $ 545,924 
Adjustments to reconcile net income to net cash
    provided by operating activities:
Depreciation and amortization . . . . . . . . .    202,179     190,787     167,751 
Net effect of changes in operating accounts . .    (16,440)     35,745     (67,392)
                                                 ----------  ----------  ----------
Net cash provided by operating activities . . .    684,581     805,900     646,283 

INVESTING ACTIVITIES
Property additions. . . . . . . . . . . . . . .    (92,832)    (39,446)   (137,547)
                                                 ----------  ----------  ----------
Net cash used in investing activities . . . . .    (92,832)    (39,446)   (137,547)

FINANCING ACTIVITIES
Distributions to Venturers. . . . . . . . . . .   (719,267)   (763,205)   (727,807)
Capital contribution from Venturers . . . . . .     31,822     109,163      77,602 
Proceeds from debt - affiliate. . . . . . . . .     79,761      36,090       8,465 
                                                 ----------  ----------  ----------
Net cash used in financing activities . . . . .   (607,684)   (617,952)   (641,740)
                                                 ----------  ----------  ----------
Net increase (decrease) in cash . . . . . . . .    (15,935)    148,502    (133,004)
Cash at beginning of year . . . . . . . . . . .    257,546     109,044     242,048 
                                                 ----------  ----------  ----------
Cash at end of year . . . . . . . . . . . . . .  $ 241,611   $ 257,546   $ 109,044 
                                                 ==========  ==========  ==========
See accompanying notes.
Eastdale Center, Ltd.
                              (A Joint Venture)
                                       
                        Notes to Financial Statements
                                       
                              December 31, 1997

1.  NATURE  OF  JOINT  VENTURE  AND  TERMS  OF  JOINT  VENTURE  AGREEMENT

Eastdale  Center,  Ltd. (the "Joint Venture"), was organized December 28, 1992
by  predecessor  partners  to  Amresco/Weingarten  Retail  Partners,  L.P.
("Amresco"),  a  Delaware  limited  partnership,  as  limited  partner,  and
Weingarten  Nostat,  Inc. ("Nostat"), a Texas corporation, as general partner.
Amresco  and  Nostat are, collectively, the "Venturers." The business purposes
of  the  Joint  Venture include, but are not limited to, owning, refurbishing,
operating,  managing,  and leasing a shopping center (the "Center") located in
Albuquerque,  New Mexico. The ownership interests of Amresco and Nostat in the
Joint  Venture  are  85%  and  15%,  respectively.

For  financial  reporting  and  federal  income  tax  purposes,  net income is
generally  allocated  to the Venturers in amounts equal to distributable funds
(as  defined in the Joint Venture Agreement) received by each of the Venturers
during  the  period.  Net  losses shall be allocated 60% to Amresco and 40% to
Nostat.

Distributable  funds are determined quarterly and distributed in the following
priority:

     (a)    The  repayment  of  any  accrued  interest  on  loans.

     (b)    A  cumulative return of 8% annual simple interest on  Amresco's
            capital  contributions.

     (c)    A  cumulative return of 8% annual  simple interest on  Nostat's
            capital  contributions.

     (d)    Remaining  distributable  funds  shall  be  distributed  60% to
            Amresco and  40%  to  Nostat.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

USE  OF  ESTIMATES

The  preparation  of  the  financial  statements  in conformity with generally
accepted  accounting  principles  requires  management  to  make estimates and
assumptions  that affect the reported amounts of assets and liabilities at the
balance  sheet  dates.

PROPERTY

Property  is carried at cost. Depreciation is computed using the straight-line
method  based  on  estimated  useful  lives  of  5  to  40  years. Repairs and
maintenance  are  charged  to  expense.

LEASE  COSTS

Lease costs are amortized primarily on a straight-line basis over the lives of
the  leases.
RENTAL  REVENUE

Rental revenue is generally recognized on a straight-line basis over the lives
of  the  leases.  Contingent  rentals  (payments  for  taxes,  insurance,  and
maintenance  by  the  lessees  and  for an amount based on a percentage of the
tenants'  sales)  are  estimated  and  accrued  over  the  lease  year.

INCOME  TAXES

Income  taxes are not provided because each of the Venturers reports its share
of  taxable  income  or  loss  in  its  tax  return.

3.  RENTALS  UNDER  OPERATING  LEASES

The  Center's  lease  terms range from 3 years for smaller tenant spaces to 25
years for larger tenant spaces. In addition to minimum lease payments, most of
the  leases  provide  for  contingent  rentals.

Minimum  future rental income on noncancelable operating leases as of December
31, 1997 is: $749,763 in 1998; $724,780 in 1999; $701,353 in 2000; $606,899 in
2001;  $432,451  in  2002; and $2,355,504 thereafter. The future minimum lease
payments  do  not  include  estimates  for contingent rentals. Such contingent
rentals  aggregated  $146,603,  $151,734, and $147,948 in 1997, 1996 and 1995,
respectively.

4.  DISTRIBUTIONS  TO  VENTURERS

As described in Note 1, the Joint Venture Agreement (the "Agreement") provides
for  preferential  distribution,  as  defined, to Amresco, which is cumulative
from  year  to  year.  Required distributions to Nostat, after satisfaction of
Amresco's  preference,  are also cumulative. In accordance with the Agreement,
Amresco  and  Nostat  received  a  distribution  of  $137,421  and  $31,802,
respectively,  in  1997  based  on distributable funds of the Joint Venture at
December  31,  1996.  See  Note  9  for  additional  information.

5.  NOTES  PAYABLE  TO  AFFILIATES

At  December  31,  1997,  notes  payable  to  affiliates  were  as  follows:
AMRESCO/
                                                                     WEINGARTEN
                                                     WEINGARTEN        RETAIL
                                           TOTAL    NOSTAT, INC.    PARTNERS, L.P.
                                          --------  -------------  ---------------
Mandatory loans, bearing interest at 8 %  $124,316  $      49,726  $        74,590
6.  RELATED  PARTY  TRANSACTIONS

Weingarten  Realty  Management  Company ("WRMC") is the manager of the Center.
WRMC  is  an affiliate of Nostat because both WRMC and Nostat are wholly owned
subsidiaries  of  Weingarten  Realty  Investors  

("WRI").  The  Joint Venture pays WRMC a monthly management fee equal to 5% of
gross  income  and a lump-sum leasing fee generally equal to 4% of net minimum
rental,  less  certain exclusions defined in the Agreement. WRMC also receives
fees  for  performing  certain  other  operating and administrative functions,
including  in-house  legal services. In addition, the Joint Venture reimbursed
WRI  for  performing certain operating and administrative functions, including
development costs. Total payments to WRI and its subsidiary during 1997, 1996,
and  1995  were  $78,774,  $51,235,  and  $85,814,  respectively.

7.  MAJOR  TENANT

Skaggs  Companies,  Inc.  ("Skaggs"), the major tenant of the Center, leases a
total  of  54,250  square  feet,  or approximately 49% of the leased premises.
Revenues  from Skaggs for the years ended December 31, 1997 and 1996, and 1995
were  $462,770,  $459,869,  and  $467,529,  respectively,  and  receivables at
December  31,  1997  and  1996  were  $33,560  and  $33,822,  respectively.

8.  CHANGES  IN  OPERATING  ACCOUNTS

The  effect  of changes in the operating accounts on cash flows from operating
activities  is  as  follows:
YEAR ENDED DECEMBER 31,
                                               1997       1996       1995
                                             ---------  ---------  ---------
Decrease (increase) in:
Accrued rent and accounts receivable         $ (2,320)  $ (4,408)  $  3,138 
Other assets - primary lease costs            (13,513)   (20,038)   (30,107)

Increase (decrease) in:
Accounts payable and accrued expenses            (579)    21,024     (9,466)
Other liabilities                                 (28)    39,167    (30,957)
                                             ---------             ---------
Net effect of changes in operating accounts  $(16,440)  $ 35,745   $(67,392)
                                             =========  =========  =========
9.  SUBSEQUENT  EVENT

At  the  close  of  business  on  December  31,  1997, WRI purchased Amresco's
interest  in  four  joint ventures, including Amresco's interest in this Joint
Venture  for  $6,117,400.  Also,  WRI  funded  $400,000 to Amresco as the 1997
estimated  quarterly  distribution  of  distributable funds for all four joint
ventures.  The purchase agreement allows for final adjustments to the purchase
price  based  on actual cash proceeds from the liquidation of year-end working
capital items. This transaction is not reflected in the financial statements.
Report of Independent Auditors

Venturers
Mesquite  Center,  Ltd.

We  have  audited the accompanying balance sheets of Mesquite Center, Ltd (the
"Joint  Venture"),  as  of  December  31,  1997, and the related statements of
income,  Venturers' capital, and cash flows for each of the three years in the
period  ended  December  31,  1997.  These  financial  statements  are  the
responsibility  of  the  Joint  Venture's management. Our responsibility is to
express  an  opinion  on  these  financial  statements  based  on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts and disclosures in the financial statements. An audit
also  includes  assessing  the  accounting  principles  used  and  significant
estimates  made  by  management,  as  well as evaluating the overall financial
statement  presentation. We believe that our audits provide a reasonable basis
for  our  opinion.

In  our opinion, the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position of Mesquite Center, Ltd, at
December  31,  1997,  and the results of its operations and its cash flows for
each  of  the three years in the period ended December 31, 1997, in conformity
with  generally  accepted  accounting  principles.

Ernst  &  Young  LLP
Houston,  Texas
February  20,  1998
Mesquite Center, Ltd.
                                   (A Joint Venture)

                                     Balance Sheets

                                                                     DECEMBER 31,
                                                                  1997         1996
                                                               -----------  -----------
ASSETS
Property:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 1,715,197  $ 1,715,197
Buildings and improvements. . . . . . . . . . . . . . . . . .    8,479,368    8,456,879
Construction-in-progress. . . . . . . . . . . . . . . . . . .          800          750
                                                               -----------  -----------
                                                                10,195,365   10,172,826

Less accumulated depreciation . . . . . . . . . . . . . . . .    1,346,489    1,048,054
                                                               -----------  -----------
                                                                 8,848,876    9,124,772

Accrued rent and accounts receivable, net of allowance for
   doubtful accounts of $143,615 in 1997 and $106,000 in 1996       28,404      159,683
Lease costs, net of accumulated amortization of $143,185 in
   1997 and $109,220 in 1996. . . . . . . . . . . . . . . . .      175,570      199,261
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      749,514      642,068
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .        4,285        4,595
                                                               -----------  -----------
Total assets. . . . . . . . . . . . . . . . . . . . . . . . .  $ 9,806,649  $10,130,379
                                                               ===========  ===========

LIABILITIES AND VENTURERS' CAPITAL
Accounts payable and accrued expenses:
Affiliates. . . . . . . . . . . . . . . . . . . . . . . . . .  $    39,067  $    40,243
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .      380,540      341,479
Rentals collected in advance. . . . . . . . . . . . . . . . .       44,058       53,951
Tenants' security deposits. . . . . . . . . . . . . . . . . .       25,556       31,815
Notes payable to affiliates . . . . . . . . . . . . . . . . .      154,967      102,347
Total liabilities . . . . . . . . . . . . . . . . . . . . . .      644,188      569,835

Venturers' capital. . . . . . . . . . . . . . . . . . . . . .    9,162,461    9,560,544
                                                               -----------  -----------
Total liabilities and Venturers' capital. . . . . . . . . . .  $ 9,806,649  $10,130,379
                                                               ===========  ===========
See accompanying notes.
Mesquite Center, Ltd.
                               (A Joint Venture)

                             Statements of Income

                                           YEAR ENDED DECEMBER 31,
                                        1997        1996        1995
                                     ----------  ----------  ----------
Revenues:
Rents . . . . . . . . . . . . . . .  $1,659,727  $1,767,347  $1,711,678
Interest income . . . . . . . . . .       7,807       8,413       8,466
Total revenues. . . . . . . . . . .   1,667,534   1,775,760   1,720,144

Operating expenses:
Ad valorem taxes. . . . . . . . . .     317,169     303,939     273,608
Repairs and maintenance . . . . . .     138,502     123,785     106,306
Management fees - Weingarten Realty
  Management Company. . . . . . . .      83,377      88,788      86,007
Insurance . . . . . . . . . . . . .      12,555      13,680      12,609
General and administrative. . . . .       9,634      10,690       9,227
Interest. . . . . . . . . . . . . .      12,561       8,465       7,573
Total operating expenses. . . . . .     573,798     549,347     495,330
                                     ----------  ----------  ----------
Income before depreciation and
  amortization. . . . . . . . . . .   1,093,736   1,226,413   1,224,814

Depreciation and amortization . . .     342,100     344,954     319,245
                                     ----------  ----------  ----------
Net income. . . . . . . . . . . . .  $  751,636  $  881,459  $  905,569
                                     ==========  ==========  ==========
See accompanying notes.
Mesquite Center, Ltd.
                               (A Joint Venture)

                       Statements of Venturers' Capital

                                                                AMRESCO/
                                                               WEINGARTEN
                                             WEINGARTEN/         RETAIL
                                 TOTAL       NOSTAT, INC.    PARTNERS, L.P.
                              ------------  --------------  ----------------
Balance at December 31, 1994  $10,187,445   $   1,520,663   $     8,666,782 
Distributions to Venturers .   (1,223,183)       (284,250)         (938,933)
Contributions from Venturers       13,384           2,018            11,366 
Net income for 1995. . . . .      905,569         211,407           694,162 
                              ------------  --------------  ----------------
Balance at December 31, 1995    9,883,215       1,449,838         8,433,377 
Distributions to Venturers .   (1,243,075)       (290,372)         (952,703)
Contributions from Venturers       38,945           5,842            33,103 
Net income for 1996. . . . .      881,459         205,603           675,856 
                              ------------  --------------  ----------------
Balance at December 31, 1996    9,560,544       1,370,911         8,189,633 
Distributions to Venturers .   (1,171,876)       (261,664)         (910,212)
Contributions from Venturers       22,157           3,323            18,834 
Net income for 1997. . . . .      751,636         174,605           577,031 
Balance at December 31, 1997  $ 9,162,461   $   1,287,175   $     7,875,286 
                              ============  ==============  ================
See accompanying notes.
Mesquite Center, Ltd.
                                    (A Joint Venture)

                                 Statements of Cash Flows

                                                          YEAR ENDED DECEMBER 31,
                                                     1997          1996          1995
                                                 ------------  ------------  ------------
OPERATING ACTIVITIES
Net income. . . . . . . . . . . . . . . . . . .  $   751,636   $   881,459   $   905,569 
Adjustments to reconcile net income to net cash
  provided by operating activities:
Depreciation and amortization . . . . . . . . .      342,100       344,954       319,245 
Net effect of changes in operating accounts . .      133,348        49,901       (60,319)
                                                 ------------  ------------  ------------
Net cash provided by operating activities . . .    1,227,084     1,276,314     1,164,495 

INVESTING ACTIVITIES
Property additions. . . . . . . . . . . . . . .      (22,539)      (51,721)      (81,623)
                                                 ------------  ------------  ------------
Net cash used in investing activities . . . . .      (22,539)      (51,721)      (81,623)

FINANCING ACTIVITIES
Distributions to Venturers. . . . . . . . . . .   (1,171,876)   (1,243,075)   (1,223,183)
Capital contribution from Venturers . . . . . .       22,157        38,945        13,384 
Proceeds from debt - affiliate. . . . . . . . .       52,620        16,836        85,511 
Net cash used in financing activities . . . . .   (1,097,099)   (1,187,294)   (1,124,288)
                                                 ------------  ------------  ------------
Net increase (decrease) in cash . . . . . . . .      107,446        37,299       (41,416)
Cash at beginning of year . . . . . . . . . . .      642,068       604,769       646,185 
                                                 ------------  ------------  ------------
Cash at end of year . . . . . . . . . . . . . .  $   749,514   $   642,068   $   604,769 
                                                 ============  ============  ============
See accompanying notes.
Mesquite Center, Ltd.
                              (A Joint Venture)
                                       
                        Notes to Financial Statements
                                       
                              December 31, 1997

1.  NATURE  OF  JOINT  VENTURE  AND  TERMS  OF  JOINT  VENTURE  AGREEMENT

Mesquite Center, Ltd. (the "Joint Venture"), was organized on October 27, 1992
by  predecessor  partners  to  Amresco/Weingarten  Retail  Partners,  L.P.
("Amresco"),  a  Delaware  limited  partnership,  as  limited  partner,  and
Weingarten/Nostat,  Inc.  ("Nostat"), a Texas corporation, as general partner.
Amresco  and  Nostat are, collectively, the "Venturers." The business purposes
of  the  Joint  Venture include, but are not limited to, owning, refurbishing,
operating,  managing, and leasing a shopping center located in Mesquite, Texas
(the  "Center").  The  ownership  interests of Amresco and Nostat in the Joint
Venture  are  85%  and  15%,  respectively.

For  financial  reporting  and  federal  income  tax  purposes,  net income is
generally  allocated  to the Venturers in amounts equal to distributable funds
(as defined in the Joint Venture Agreement (the "Agreement")) received by each
of  the  Venturers  during  the  period.  Net losses shall be allocated 60% to
Amresco  and  40%  to  Nostat.

Distributable  funds are determined quarterly and distributed in the following
priority:

     (a)    The  repayment  of  any  accrued  interest  on  loans.

     (b)    A  cumulative return of  8% annual  simple interest  on  Amresco's
            capital  contributions.

     (c)    A  cumulative return of  8%  annual  simple interest  on  Nostat's
            capital  contributions.

     (d)    Remaining distributable funds shall be distributed  60% to Amresco
            and  40%  to  Nostat.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

USE  OF  ESTIMATES

The  preparation  of  the  financial  statements  in conformity with generally
accepted  accounting  principles  requires  management  to  make estimates and
assumptions  that affect the reported amounts of assets and liabilities at the
balance  sheet  dates.

PROPERTY

Property  is carried at cost. Depreciation is computed using the straight-line
method  based  on  estimated  useful  lives  of  5  to  40  years. Repairs and
maintenance  are  charged  to  expense.

LEASE  COSTS

Lease costs are amortized primarily on a straight-line basis over the lives of
leases
RENTAL  REVENUE

Rental  revenue is generally recognized on a straight-line basis over the life
of  the  lease.  Contingent  rentals  (payments  for  taxes,  insurance,  and
maintenance  by  the  lessees  and  for an amount based on a percentage of the
tenants'  sales)  are  estimated  and  accrued  over  the  lease  year.

INCOME  TAXES

Income  taxes are not provided because each of the Venturers reports its share
of  taxable  income  or  loss  in  its  tax  return.

3.  RENTALS  UNDER  OPERATING  LEASES

The  Center's  lease  terms range from 3 years for smaller tenant spaces to 20
years for larger tenant spaces. In addition to minimum lease payments, most of
the  leases  provide  for  contingent  rentals.

Minimum  future rental income on noncancelable operating leases as of December
31,  1997  is:  $1,232,381  in  1998,  $1,187,606 in 1999, $1,165,220 in 2000,
$1,028,414  in  2001,  $947,415 in 2002, and $2,455,378 thereafter. The future
minimum  lease  payments do not include estimates for contingent rentals. Such
contingent  rentals aggregated $415,289, $425,079, and $379,175 in 1997, 1996,
and  1995,  respectively.

4.  DISTRIBUTIONS  TO  VENTURERS

As  described  in Note 1, the Agreement provides for preferential distribution
of  distributable  funds  to  Amresco,  which is cumulative from year to year.
Required  distributions to Nostat, after satisfaction of Amresco's preference,
are  also  cumulative.  In  accordance  with the Agreement, Amresco and Nostat
received distributions of $214,680 and $56,436, respectively, in 1997 based on
distributable  funds of the Joint Venture at December 31, 1996. See Note 9 for
additional  information.

5.  NOTES  PAYABLE  TO  AFFILIATES

At  December  31,  1997,  notes  payable  to  affiliates  were  as  follows:
AMRESCO/
                                                                    WEINGARTEN
                                                      WEINGARTEN/     RETAIL
                                             TOTAL    NOSTAT, INC. PARTNERS, L.P.
Mandatory loans, bearing interest at 8 %    $154,967  $    61,987  $       92,980
6.  RELATED  PARTY  TRANSACTIONS

Weingarten  Realty  Management  Company ("WRMC") is the manager of the Center.
WRMC  is  an affiliate of Nostat because both WRMC and Nostat are wholly owned
subsidiaries  of  Weingarten  Realty Investors ("WRI"). The Joint Venture pays
WRMC  a  monthly  management  fee  equal  to 5% of gross income and a lump-sum
leasing  fee  generally  equal  to  4%  of  net  minimum  rental, less certain
exclusions  defined  in  the Agreement. WRMC also receives fees for performing
certain  other operating and administrative functions including in-house legal
services.  In  addition,  the Joint Venture reimbursed WRI for development and
insurance  costs.  Total  payments to WRMC and WRI during 1997, 1996, and 1995
were  $105,261,  $88,790,  and  $107,768,  respectively.
7.  MAJOR  TENANT

Minyards Food Stores, Inc. ("Minyards"), and Baby Superstore, major tenants of
the  Center, lease a total of 102,963 square feet, or approximately 57% of the
leased premises. Revenues for the years ended December 31, 1997, 1996 and 1995
were  $519,803,  $507,301,  and  $495,479,  respectively,  for  Minyards  and
$332,880,  $327,219,  and  $316,912,  respectively,  for  Baby  Superstore.
Receivables  at  December  31,  1997  and  1996  were  $2,929  and  $114,931,
respectively,  for  Minyards  and  $1,401  for Baby Superstore at December 31,
1997.

8.  CHANGES  IN  OPERATING  ACCOUNTS

The  effect  of changes in the operating accounts on cash flows from operating
activities  is  as  follows:
YEAR ENDED DECEMBER 31,
                                               1997       1996       1995
                                             ---------  ---------  ---------
(Increase) decrease in:
Accrued rent and accounts receivable         $131,279   $(18,141)  $  8,471 
Other assets - primarily lease costs          (19,664)   (37,079)   (38,335)
Increase (decrease) in:
Accounts payable and accrued expenses          37,885     54,261      6,544 
Other liabilities                             (16,152)    50,860    (36,999)
                                             ---------  ---------  ---------
Net effect of changes in operating accounts  $133,348   $ 49,901   $(60,319)
                                             =========  =========  =========
9.  SUBSEQUENT  EVENT

At  the  close  of  business  on  December  31,  1997, WRI purchased Amresco's
interest  in  four  joint ventures, including Amresco's interest in this Joint
Venture  for  $8,814,500.  Also,  WRI  funded  $400,000 to Amresco as the 1997
estimated  quarterly  distribution  of  distributable funds for all four joint
ventures.  The purchase agreement allows for final adjustments to the purchase
price  based  on actual cash proceeds from the liquidation of year-end working
capital items. This transaction is not reflected in the financial statements.
44

                        REPORT OF INDEPENDENT AUDITORS

Venturers
Tempe  Valley  Plaza,  Ltd.

We  have  audited  the accompanying balance sheets of Tempe Valley Plaza, Ltd.
(the  "Joint Venture"), as of December 31, 1997, and the related statements of
income,  Venturers' capital, and cash flows for each of the three years in the
period  ended  December  31,  1997.  These  financial  statements  are  the
responsibility  of  the  Joint  Venture's management. Our responsibility is to
express  an  opinion  on  these  financial  statements  based  on  our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts and disclosures in the financial statements. An audit
also  includes  assessing  the  accounting  principles  used  and  significant
estimates  made  by  management,  as  well as evaluating the overall financial
statement  presentation. We believe that our audits provide a reasonable basis
for  our  opinion.

In  our opinion, the financial statements referred to above present fairly, in
all  material respects, the financial position of Tempe Valley Plaza, Ltd., at
December  31,  1997,  and the results of its operations and its cash flows for
each  of  the three years in the period ended December 31, 1997, in conformity
with  generally  accepted  accounting  principles.

Ernst  &  Young  LLP
Houston,  Texas
February  20,  1998
Tempe Valley Plaza, Ltd.
                                 (A Joint Venture)

                                  Balance Sheets

                                                                  DECEMBER 31,
                                                               1997        1996
                                                            ----------  ----------
ASSETS
Property:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . .  $1,233,837  $1,233,837
Building and improvements. . . . . . . . . . . . . . . . .   5,980,146   5,405,499
Construction-in-progress . . . . . . . . . . . . . . . . .           -     249,472
                                                            ----------  ----------
                                                             7,213,983   6,888,808

Less accumulated depreciation. . . . . . . . . . . . . . .     739,205     518,103
                                                            ----------  ----------
                                                             6,474,778   6,370,705

Accrued rent and accounts receivable, net of allowance for
   doubtful accounts of $4,300 in 1997 and $67 in 1996 . .      95,610     129,080
Lease costs, net of accumulated amortization of $72,908 in
   1997 and $43,151 in 1996. . . . . . . . . . . . . . . .     165,344      79,135
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . .     300,626     259,009
Other. . . . . . . . . . . . . . . . . . . . . . . . . . .       4,851       5,967
                                                            ----------            
Total assets . . . . . . . . . . . . . . . . . . . . . . .  $7,041,209  $6,843,896
                                                            ==========  ==========

LIABILITIES AND VENTURERS' CAPITAL
Accounts payable and accrued expenses:
Affiliates . . . . . . . . . . . . . . . . . . . . . . . .  $   23,341  $   35,132
Other. . . . . . . . . . . . . . . . . . . . . . . . . . .     120,934     173,097
Rentals collected in advance . . . . . . . . . . . . . . .      21,462       8,762
Tenants' security deposits . . . . . . . . . . . . . . . .      27,961      23,511
Notes payable to affiliates. . . . . . . . . . . . . . . .     160,868           -
Total liabilities. . . . . . . . . . . . . . . . . . . . .     354,566     240,502

Venturers' capital . . . . . . . . . . . . . . . . . . . .   6,686,643   6,603,394
Total liabilities and Venturers' capital . . . . . . . . .  $7,041,209  $6,843,896
                                                            ==========  ==========
See accompanying notes.
Tempe Valley Plaza, Ltd.
                               (A Joint Venture)

                             Statements of Income

                                         YEAR ENDED DECEMBER 31,
                                        1997       1996       1995
                                     ----------  --------  ----------
Revenues:
Rents . . . . . . . . . . . . . . .  $1,096,535  $994,836  $1,035,027
Interest income . . . . . . . . . .       4,488     4,566       4,380
                                     ----------  --------            
Total revenues. . . . . . . . . . .   1,101,023   999,402   1,039,407

Operating expenses:
Ad valorem taxes. . . . . . . . . .     189,424   192,438     193,803
Repairs and maintenance . . . . . .     112,061   101,032      82,185
Management fees - Weingarten Realty
  Management Company. . . . . . . .      55,051    49,970      51,803
Insurance . . . . . . . . . . . . .       9,592    11,240      11,626
General and administrative. . . . .      10,456    11,649      11,875
Interest. . . . . . . . . . . . . .       5,546         -           -
                                     ----------  --------  ----------
Total operating expenses. . . . . .     382,130   366,329     351,292
                                     ----------  --------  ----------
Income before depreciation and
  amortization. . . . . . . . . . .     718,893   633,073     688,115

Depreciation and amortization . . .     254,339   204,385     192,118
Net income. . . . . . . . . . . . .  $  464,554  $428,688  $  495,997
                                     ==========  ========  ==========
See accompanying notes.
Tempe Valley Plaza, Ltd.
                               (A Joint Venture)

                       Statements of Venturers' Capital

                                                               AMRESCO/
                                                              WEINGARTEN
                                            WEINGARTEN/         RETAIL
                                 TOTAL      NOSTAT, INC.     PARTNERS, L.P.
Balance at December 31, 1994  $6,587,656   $     979,108   $    5,608,548 
Distributions to Venturers .    (609,851)       (145,264)        (464,587)
Contributions from Venturers      81,870          12,280           69,590 
Net income for 1995. . . . .     495,997         133,227          362,770 
                              -----------  --------------  ---------------
Balance at December 31, 1995   6,555,672         979,351        5,576,321 
Distributions to Venturers .    (663,831)       (132,316)        (531,515)
Contributions from Venturers     282,865          42,429          240,436 
Net income for 1996. . . . .     428,688          79,571          349,117 
                              -----------  --------------  ---------------
Balance at December 31, 1996   6,603,394         969,035        5,634,359 
Distributions to Venturers .    (680,786)       (132,045)        (548,741)
Contributions from Venturers     299,481          44,922          254,559 
Net income for 1997. . . . .     464,554         106,244          358,310 
                              -----------  --------------  ---------------
Balance at December 31, 1997  $6,686,643   $     988,156   $    5,698,487 
                              ===========  ==============  ===============
See accompanying notes.
Tempe Valley Plaza, Ltd.
                                 (A Joint Venture)

                              Statements of Cash Flows

                                                       YEAR ENDED DECEMBER 31,
                                                    1997        1996        1995
                                                 ----------  ----------  ----------
OPERATING ACTIVITIES
Net income. . . . . . . . . . . . . . . . . . .  $ 464,554   $ 428,688   $ 495,997 
Adjustments to reconcile net income to net cash
   provided by operating activities:
Depreciation and amortization . . . . . . . . .    254,339     204,385     192,118 
Net effect of changes in operating accounts
                                                   (74,140)    (15,646)     51,629 
                                                 ----------  ----------  ----------
Net cash provided by operating activities . . .    644,753     617,427     739,744 

INVESTING ACTIVITIES
Property additions. . . . . . . . . . . . . . .   (382,699)   (301,997)    (60,051)
                                                 ----------  ----------  ----------
Net cash used in investing activities . . . . .   (382,699)   (301,997)    (60,051)

FINANCING ACTIVITIES
Distributions to Venturers. . . . . . . . . . .   (680,786)   (663,831)   (609,851)
Capital contribution from Venturers . . . . . .    299,481     282,865      81,870 
Proceeds from debt - affiliate. . . . . . . . .    160,868           -           - 
                                                 ----------  ----------  ----------
Net cash used in financing activities . . . . .   (220,437)   (380,966)   (527,981)
                                                 ----------  ----------  ----------
Net increase (decrease) in cash . . . . . . . .     41,617     (65,536)    151,712 
Cash at beginning of year . . . . . . . . . . .    259,009     324,545     172,833 
Cash at end of year . . . . . . . . . . . . . .  $ 300,626   $ 259,009   $ 324,545 
                                                 ==========  ==========  ==========
See accompanying notes.
Tempe Valley Plaza, Ltd.
                              (A Joint Venture)
                                       
                        Notes to Financial Statements
                                       
                              December 31, 1997
                                       
                                       
1.  NATURE  OF  JOINT  VENTURE  AND  TERMS  OF  JOINT  VENTURE  AGREEMENT

Tempe  Valley  Plaza,  Ltd.  (the "Joint Venture"), was organized December 13,
1993  by  predecessor  partners  to  Amresco/Weingarten  Retail Partners, L.P.
("Amresco"),  a  Delaware  limited  partnership,  as  limited  partner,  and
Weingarten/Nostat,  Inc.  ("Nostat"), a Texas corporation, as general partner.
Amresco  and  Nostat are, collectively, the "Venturers." The business purposes
of  the  Joint  Venture include, but are not limited to, owning, refurbishing,
operating,  managing,  and leasing a shopping center (the "Center") located in
Tempe,  Arizona.  The  ownership  interests of Amresco and Nostat in the Joint
Venture  are  85%  and  15%,  respectively.

For  financial  reporting  and  federal  income  tax  purposes,  net income is
generally  allocated  to the Venturers in amounts equal to distributable funds
(as  defined in the Joint Venture Agreement) received by each of the Venturers
during  the  period.  Net  losses shall be allocated 60% to Amresco and 40% to
Nostat.
Distributable  funds are determined quarterly and distributed in the following
priority:

     (a)    The  repayment  of  any  accrued  interest  on  loans.

     (b)    A  cumulative  return of  8% annual  simple interest on  Amresco's
            capital  contributions.

     (c)    A  cumulative  return of  8% annual  simple interest  on  Nostat's
            capital  contributions.

     (d)    Remaining distributable funds shall be distributed  60% to Amresco
            and  40%  to  Nostat.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

USE  OF  ESTIMATES

The  preparation  of  the  financial  statements  in conformity with generally
accepted  accounting  principles  requires  management  to  make estimates and
assumptions  that affect the reported amounts of assets and liabilities at the
balance  sheet  dates.

PROPERTY

Property  is carried at cost. Depreciation is computed using the straight-line
method  based  on  estimated  useful  lives  of  5  to  40  years. Repairs and
maintenance  are  charged  to  expense.

LEASE  COSTS

Lease costs are amortized primarily on a straight-line basis over the lives of
the  leases.
RENTAL  REVENUE

Rental  revenue is generally recognized on a straight-line basis over the life
of  the  lease.  Contingent  rentals  (payments  for  taxes,  insurance,  and
maintenance  by  the  lessees  and  for an amount based on a percentage of the
tenants'  sales)  are  estimated  and  accrued  over  the  lease  year.

INCOME  TAXES

Income  taxes are not provided because each of the Venturers reports its share
of  taxable  income  or  loss  in  its  tax  return.

3.  RENTALS  UNDER  OPERATING  LEASES

The  Center's  lease  terms range from 3 years for smaller tenant spaces to 25
years for larger tenant spaces. In addition to minimum lease payments, most of
the  leases  provide  for  contingent  rentals.

Minimum  future rental income on noncancelable operating leases as of December
31, 1997 is: $929,650 in 1998; $847,573 in 1999; $740,458 in 2000; $710,190 in
2001;  $534,358  in  2002; and $6,989,032 thereafter. The future minimum lease
payments  do  not  include  estimates  for contingent rentals. Such contingent
rentals  aggregated  $287,285, $276,749, and $298,675 in 1997, 1996, and 1995,
respectively.

4.  DISTRIBUTIONS  TO  VENTURERS

As described in Note 1, the Joint Venture Agreement (the "Agreement") provides
for  preferential  distribution  of  distributable  funds to Amresco, which is
cumulative  from  year  to  year.  Required  distributions  to  Nostat,  after
satisfaction  of Amresco's preference, are also cumulative. In accordance with
the  Agreement,  Amresco  and  Nostat  received a distribution of $125,378 and
$27,014,  respectively,  in  1997  based  on  distributable funds of the Joint
Venture  at  December  31,  1996.  See  Note  9  for  additional information.

5.  NOTES  PAYABLE  TO  AFFILIATES

At  December  31,  1997,  notes  payable  to  affiliates  were  as  follows:
AMRESCO/
                                                                      WEINGARTEN
                                                     WEINGARTEN         RETAIL
                                           TOTAL    NOSTAT, INC.    PARTNERS, L.P.
                                          --------  -------------  -----------------
Mandatory loans, bearing interest at 8 %  $160,868  $      64,347  $          96,521
6.  RELATED  PARTY  TRANSACTIONS

Weingarten  Realty  Management  Company ("WRMC") is the manager of the Center.
WRMC  is  an affiliate of Nostat because both WRMC and Nostat are wholly owned
subsidiaries  of  Weingarten  Realty Investors ("WRI"). The Joint Venture pays
WRMC  a  monthly  management  fee  equal  to 5% of gross income and a lump-sum
leasing  fee  generally  equal  to  4%  of  net  minimum  rental, less certain
exclusions  defined  in  the Agreement. WRMC also receives fees for performing
certain  other operating and administrative functions including in-house legal
services. In addition, the Joint Venture reimbursed WRI for development costs.
The  total  paid  to  WRI  and  its subsidiary during 1997, 1996, and 1995 was
$193,512,  $72,019,  and  $53,626,  respectively.

7.  MAJOR  TENANT

Fry's  Food Store ("Fry's"), the major tenant of the Center, leases a total of
60,145 square feet, or approximately 44% of the leased premises. Revenues from
Fry's  for  the  years  ended December 31, 1997, 1996, and 1995 were $327,424,
$326,642, and $324,118, respectively, and receivables at December 31, 1997 and
1996  were  $9,069  and  $43,804,  respectively.

8.  CHANGES  IN  OPERATING  ACCOUNTS

The  effect  of changes in the operating accounts on cash flows from operating
activities  is  as  follows:
YEAR ENDED DECEMBER 31,
                                                1997       1996       1995
                                             ----------  ---------  --------
Decrease (increase) in:
Accrued rent and accounts receivable         $  33,470   $ (9,333)  $ 4,346 
Other assets - primarily lease costs          (118,330)   (25,010)   (8,013)
Increase (decrease) in:
Accounts payable and accrued expenses           (6,430)    13,149    59,231 
Other liabilities                               17,150      5,548    (3,935)
                                             ----------  ---------  --------
Net effect of changes in operating accounts  $ (74,140)  $(15,646)  $51,629 
                                             ==========  =========  ========
9.  SUBSEQUENT  EVENT

At  the  close  of  business  on  December  31,  1997, WRI purchased Amresco's
interest  in  four  joint  ventures, including Amresco's interest in the Joint
Venture  for  $6,195,500.  Also,  WRI  funded  $400,000 to Amresco as the 1997
estimated  quarterly  distribution  of  distributable funds for all four joint
ventures.  The purchase agreement allows for final adjustments to the purchase
price  based  on actual cash proceeds from the liquidation of year-end working
capital items. This transaction is not reflected in the financial statements.
WEINGARTEN REALTY INVESTORS
             PRO FORMA CONDENSED STATEMENT OF CONSOLIDATED INCOME
                         YEAR ENDED DECEMBER 31, 1997
                                  (Unaudited)

                   (in thousands, except per share amounts)

This  unaudited  Pro  Forma  Condensed  Statement  of  Consolidated  Income is
presented as if (A)  the acquisitions of Rainbow Plaza Shopping Center and the
AMRESCO/Weingarten  Joint Venture Interests, and (B)  the acquisition of other
properties as set forth in the Notes and Significant Assumptions, has occurred
as of January 1, 1997.  In management's  opinion, all adjustments necessary to
reflect  the effects of these transactions have been made.  This unaudited Pro
Forma Condensed Statement of Consolidated Income is not necessarily indicative
of  what  actual  results of operations would have been had these transactions
occurred  on  January 1, 1997, nor does it purport to represent the results of
operations  for  future  periods.
Adjustments
                                                        for Acquisition      Adjustment
                                                          of Acquired        for Other        Pro
                                          Historical     Properties(A)    Acquisitions(B)    Forma
                                          -----------  -----------------  ----------------  --------
Revenue:

Rentals                                   $   169,041  $          7,028   $          2,926  $178,995
Interest                                        2,487                22                  0     2,509
Other                                           2,984              (613)                13     2,384
Total Revenue                                 174,512             6,437              2,939   183,888
                                          -----------  -----------------  ----------------  --------

Expenses:

Operating                                      27,131               829                487    28,447
Ad Valorem Taxes                               22,110               807                381    23,298
Depreciation & Amortization                    37,976             1,796                434    40,206
Interest                                       30,009             3,575              1,367    34,951
General &  Administrative                       5,647                                          5,647
Total Expenses                                122,873             7,007              2,669   132,549
                                          -----------  -----------------  ----------------  --------

Income (Loss) From Operations                  51,639              (570)               270    51,339
Gain on Sales of Property and Securities        3,327                                          3,327

Net Income                                $    54,966  $           (570)  $            270  $ 54,666
                                          ===========  =================  ================  ========

Net Income per Common Share               $      2.06                                       $   2.05
                                          ===========                                       ========

Net Income per Common Share
Assuming Dilution                         $      2.06                                       $   2.05
                                          ===========                                       ========

Weighted Average Number of
Common Shares Outstanding                      26,638                                         26,638
                                          ===========                                       ========

Weighted Average Number of
Common Shares Outstanding
Assuming Dilution                              26,671                                         26,671
                                          ===========                                       ========
WEINGARTEN REALTY INVESTORS
                      NOTES AND SIGNIFICANT ASSUMPTIONS
                         YEAR ENDED DECEMBER 31,1997
                                  (Unaudited)

(A)  ACQUISITION OF RAINBOW PLAZA SHOPPING CENTER AND AMRESCO/WEINGARTEN
     JOINT  VENTURE  INTEREST

On  October 22, 1997, the Company acquired Phases II and III of Rainbow Plaza,
a  280,000  square foot shopping center located in Las Vegas, Nevada for $30.3
million.   The purchase price was funded with $12.9 million borrowed under the
Company's  revolving credit facility (average rate of 6.3%) and the assumption
of  $17.4 million of debt (rate of 8.75%). Rainbow Plaza is located at Rainbow
and  Charleston  Boulevards  and is situated on 24.3 acres.  Developed between
1992  and  1995,  Rainbow  is  anchored  by  Home  Depot, JCPenney Home Store,
Ultimate  Electronics  and  the  Q-Club  and  is  currently  100% leased.  The
purchase  price  was  allocated between land and buildings, with the buildings
depreciated  over  a  period  of forty years.  Pro forma revenue and expenses,
other  than  interest  and  depreciation,  represent the historical amounts of
Rainbow  Plaza.

On  December 31, 1997, the Company completed the purchase of its joint venture
partner's  interest  in four shopping centers located in Texas, New Mexico and
Arizona.    The  partner's  previous  interest  was 85% of each property.  The
seller  was AMRESCO/Weingarten Retail Partnership L.P. and the sales price was
$26.4  million,  which  was  borrowed  under  the  Company's  revolving credit
facilities (average rate of 6.3%).  AMRESCO is an advisor to pension funds who
sold  the  properties  on  behalf  of  several  clients.

The  properties  included  in  the  purchase  are  as  follows:

1)   Independence Plaza located at  Independence  and  Town East Boulevard  in
     Mesquite,  Texas,  a suburb of  Dallas.   Independence  contains  179,100
     square feet and is anchored by Baby  Superstore and  Sak 'N Sav  Grocery.
2)   Eastdale Shopping Center located at Candelaria Road and Eubanks Boulevard
     in  Albuquerque,  New  Mexico.  Eastdale contains 111,000 square feet and
     is  anchored  by  Skaggs  Supermarket.
3)   Coronado Hills Shopping Center located at Mesa Street and Balboa Drive in
     El Paso, Texas.  Coronado contains 127,100 square feet and is anchored by
     Anthony's,  Cloth  World,  Furr's Supermarket  and  AutoZone.
4)   Frys Valley Shopping Center located at Southern and McClintock Streets in
     Tempe, Arizona.  Frys Valley contains 145,100 square feet and is anchored
     by  Fry's Foods,  Hancock Fabrics  and  Paddock Pools.

Collectively, the four properties add an additional 478,000 square feet to the
portfolio  and  have  an  average  occupancy of  91.5%. The purchase price was
allocated  between  land  and buildings, with the buildings depreciated over a
period  of  forty  years.  Pro forma revenue and expenses, other than interest
and  depreciation,  represent the historical amounts of the AMRESCO/Weingarten
Joint  Venture  properties  on  a  fully  consolidated basis, adjusted for the
elimination  of  the  equity  in  the  income  of  the joint venture which was
previously  accounted  for  under  the  equity  method.
B)  OTHER  ACQUISITIONS

All  of the  acquisitions  described  below  (the  "Other Acquisitions")  were
purchased  with  borrowings  under  the  Company's revolving credit facilities
(average  rate  of 6.3%) and the aggregate purchase price of $54.3 million was
allocated between land and buildings, with buildings depreciated over a period
of  forty  years.    Pro  forma  revenues and expenses other than interest and
depreciation  for  the  Other  Acquisitions  through  the date of  acquisition
are based on unaudited information provided by the sellers of  the properties.
Unaudited financial information  has been prepared  on a basis consistent with
the historical information.

On March 19, 1997, the Company purchased Southcliff Shopping Center located in
Fort Worth, Texas.  Developed in 1968, the center is located on 13.0 acres and
was  95%  leased  at  the  date  of  purchase.  Located at the intersection of
Interstate  20  and Granbury Road, this 116,000 square foot shopping center is
anchored  by  Pancho's  Mexican  Restaurant,  Cloth  World  and  Armbrister's
Hardware.

On  April  28,  1997,  the  Company  purchased Rancho Encanto Plaza located in
Phoenix,  Arizona.   Developed in 1988, the center contains 71,000 square feet
and  is  situated  on  5.95 acres.  The center was 94.7% leased at the date of
purchase  and  is  anchored  by  ABCO  Supermarket  and  Berean  Book  Store.
On  May  12,  1997,  the  Company purchased West State Plaza located in Kansas
City,  Kansas.    Located at the intersection of 75th Street and State Avenue,
West  State  contains  94,000  square  feet and was 69% leased when purchased.
Developed  in 1985, the center is situated on 9.3 acres and is anchored by Big
Lots,  a  popular  discount  store,  and  Westlake  Hardware.

On May 14, 1997, the Company acquired Desert Square Shopping Center in Tucson,
the  Company's  seventh property in Arizona.   Located on the northeast corner
of  Golf  Links  and  Kolb Road, the center contains 98,000 square feet and is
situated  on  10.5  acres.    Anchored  by Safeway, Wells Fargo, Auto Zone and
Salvation  Army,  Desert  Square  was  97%  leased.

On  May  23,  1997, the Company acquired the Corporate I and II office/service
center  in  Austin,  Texas.    Located  on Research Boulevard (Highway 183) at
Putnam  Drive, the project contains 117,000 square feet and is situated on 7.5
acres.    Corporate  I  was  developed in 1979 while Corporate II was built in
1983.    The  total project contains five separate one-story buildings and was
94.3%  leased  when  acquired.  Major tenants include Windsport, Pitney Bowes,
Inc. and a division of the State Highway and Public Transportation Department.

On  June  3, 1997, the Company purchased Stonecrest Business Center located in
Houston,  Texas.   This office/service center contains five separate one-story
buildings  totaling  111,000  square  feet  and was 77% leased when purchased.
Stonecrest  was developed in 1979 and is situated on 7.1 acres.  Major tenants
include  Carrousel  Production,  Flintlock,  Ltd.  and  RLPH  Development.

On  June  20,  1997,  the Company purchased the Grand Plaza Shopping Center in
Amarillo,  Texas.   Located on the southwest corner of Interstate 40 and Grand
Street,  the center contains 75,000 square feet and is situated on 7.08 acres.
Developed  in  1985,  Grand Plaza is anchored by United Supermarket and Dollar
General.   The center was 82% leased when purchased.  On November 7, 1997, the
Company purchase the second phase of this shopping center.  This 82,000 square
foot  building  is  located  on  7.5  acres and was 80% leased when purchased.
Major  tenants  are  Country  General  and  Beall's.

On  July  9, 1997, the Company acquired Phase II of League City Plaza, located
adjacent  to  Phase  I  which the Company acquired in 1993.  Located in League
City,  just  south  of  Houston,  Phase  II contains 20,000 square feet and is
situated  on 2.44 acres of which 1.44 acres are undeveloped.  Phase II is 100%
leased  and  anchored  by  Pancho's  Mexican  Restaurant.

On  August  20,  1997, the Company purchased West Ten Business Center II.  The
83,000  square  foot  warehouse  is located on Interstate 10 in Houston and is
situated  on  3.4  acres  adjacent  to the Company's West Ten Business Center.
This  project  was  vacant  when  purchased.
On  August  22,  1997, the Company purchased a Kmart center in Houston, Texas.
The  Company will redevelop the site by expanding the Kmart store and building
a  new  supermarket  along with some additional retail space.  The center will
contain  about 200,000 square feet when complete and is expected to be open in
the  fall of 1998.  On December 10, 1997, the Company purchased a 5,460 square
foot  building located on a pad site adjacent to this center.  The building is
leased  to  Monterey  House  restaurant.

On  October 22, 1997, the Company acquired Academy Place, a 84,000 square foot
shopping center in Colorado Springs, Colorado.  Located at the intersection of
Academy  and  Union  Boulevards,  the  center is situated on 9.34 acres and is
anchored by Ross Dress for Less and Famous Footwear.  It is also strategically
placed  between  a  Safeway  supermarket and a Target store, both of which are
owned  by  others.  Developed  in  1982,  Academy  Place was 97.4% leased when
purchased.
WEINGARTEN REALTY INVESTORS
               STATEMENT OF ESTIMATED TAXABLE OPERATING RESULTS
                  AND CASH TO BE MADE AVAILABLE BY OPERATIONS
              FOR A TWELVE MONTH PERIOD ENDING DECEMBER 31, 1997
                                  (Unaudited)
Revenue:. . . . . . . . . . . . . . . . . . . . . .  $9,954 

Expenses:
Operating . . . . . . . . . . . . . . . . . . . . .   1,316 
Ad Valorem Taxes. . . . . . . . . . . . . . . . . .   1,188 
Depreciation & Amortization . . . . . . . . . . . .   2,230 
Interest. . . . . . . . . . . . . . . . . . . . . .   4,942 
Total Expenses. . . . . . . . . . . . . . . . . . .   9,676 
                                                     -------

Estimated Taxable Operating Loss. . . . . . . . . .    (278)

Add back depreciation and amortization. . . . . . .   2,230 

Estimated Cash to be Made Available from Operations  $1,952 
                                                     =======
Note:  This statement  of estimated taxable operating results and estimated
       cash  to  be  made available  from  operations  is  an  estimate  of
       operating  results  for  all  properties  acquired  by  the  Company
       during the year ended  December 31, 1997  and does  not  purport  to
       reflect  actual  results  for  any  period.
(c)  Exhibits
     Exhibit  Number     Description
     ---------------     -----------

         23.1            Consent  of  Deloitte  &  Touche  LLP

         23.2            Consent  of  Ernst  &  Young  LLP
SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to be signed on its behalf by the
undersigned  thereunto  duly  authorized.

                                          WEINGARTEN  REALTY  INVESTORS
                                          -----------------------------
                                                   (Registrant)

                                          BY:     /s/  Stephen  C.  Richter  
                                             --------------------------------
                                                  Stephen  C.  Richter
                                            Senior  Vice  President/Financial
                                             Administration  and  Treasurer
                                            (Principal  Accounting  Officer)

DATE:     April  24,  1998
          ----------------