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): February 25, 2002



                           WEINGARTEN REALTY INVESTORS
             (Exact name of Registrant as specified in its Charter)

<TABLE>
<CAPTION>

<S>                                  <C>                            <C>
              TEXAS                          1-9876                       74-1464203

(State or other jurisdiction of      (Commission file number)          (I.R.S. Employer
 incorporation or organization)                                     Identification Number)

</TABLE>



            2600 Citadel Plaza Drive, Suite 300, Houston, Texas 77292
               (Address of principal executive offices) (Zip Code)


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



                                 Not applicable
          (Former name or former address, if changed since last report)


<PAGE>



ITEM 5.  OTHER EVENTS.

         Following  the  close of trading  on  the  New York Stock Exchange  on
February  25,  2002,  we  entered  into a Purchase Agreement with Cohen & Steers
Quality Income Realty Fund, Inc. ("Cohen"), regarding the purchase of 198,098 of
our  common  shares of beneficial interest, $.03 par value per share. The shares
were  offered  to Cohen at a price of $50.48 per share, with estimated aggregate
net  proceeds  to  us,  of  approximately  $9,442,487  million,  after deducting
offering  expenses.  This  offering  was  made  pursuant  to  our existing shelf
Registration  Statement (Registration Statement File No. 333-57508), the related
prospectus  dated  October 30, 2001 and our prospectus supplement dated February
25,  2002.

         The purchase of the shares is scheduled to close on February 28, 2002.
Net  proceeds  received  from  this  offering  will  primarily  be used to repay
outstanding  indebtedness  under  our  credit  facility.  A copy of the Purchase
Agreement  is  attached  as  an  exhibit  to  this  Form  8-K.

         We  are  filing  herewith  an  opinion  of  Locke  Liddell &  Sapp LLP
dated  February  25,  2002,  in connection with the above-referenced takedown of
shares  from  our  Form S-3 (File No. 333-57508) which was declared effective by
the  Securities  and  Exchange  Commission  on  October  30,  2001.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (c)  Exhibits.

              5.1     Opinion  of  Locke  Liddell  &  Sapp  LLP  dated
              February 25, 2002.


              99.1    Purchase  Agreement  by  and  between  Weingarten Realty
              Investors  and  Cohen  &  Steers  Quality  Income  Realty  Fund,
              Inc.  dated  February  25,  2002.


                                        1
<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  hereunto  duly  authorized.

Date:  February  27,  2002

                                       WEINGARTEN  REALTY  INVESTORS



                                         /s/  Stephen  C.  Richter
                                       -----------------------------
                                       Stephen  C.  Richter
                                       Senior  Vice  President  and
                                       Chief  Financial  Officer


                                        2
<PAGE>



                           WEINGARTEN REALTY INVESTORS
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

        EXHIBIT
        --------
<S>                      <C>

          5.1            Opinion of Locke Liddell & Sapp LLP  dated February 25,
                         2002.

          99.1.          Purchase  Agreement  by and  between  Weingarten Realty
                         Investors  and  Cohen &  Steers  Quality  Income Realty
                         Fund, Inc., dated February 25, 2002.

</TABLE>


                                        3
<PAGE>
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{"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": "02560321"}, "business-address": {"street1": "2600 CITADEL PLAZA DR", "street2": "SUITE 300", "city": "HOUSTON", "state": "TX", "zip": "77292", "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): February 25, 2002

                           WEINGARTEN REALTY INVESTORS
             (Exact name of Registrant as specified in its Charter)
TEXAS                          1-9876                       74-1464203

(State or other jurisdiction of      (Commission file number)          (I.R.S. Employer
 incorporation or organization)                                     Identification Number)
2600 Citadel Plaza Drive, Suite 300, Houston, Texas 77292
               (Address of principal executive offices) (Zip Code)

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

                                 Not applicable
          (Former name or former address, if changed since last report)
ITEM 5.  OTHER EVENTS.

         Following  the  close of trading  on  the  New York Stock Exchange  on
February  25,  2002,  we  entered  into a Purchase Agreement with Cohen & Steers
Quality Income Realty Fund, Inc. ("Cohen"), regarding the purchase of 198,098 of
our  common  shares of beneficial interest, $.03 par value per share. The shares
were  offered  to Cohen at a price of $50.48 per share, with estimated aggregate
net  proceeds  to  us,  of  approximately  $9,442,487  million,  after deducting
offering  expenses.  This  offering  was  made  pursuant  to  our existing shelf
Registration  Statement (Registration Statement File No. 333-57508), the related
prospectus  dated  October 30, 2001 and our prospectus supplement dated February
25,  2002.

         The purchase of the shares is scheduled to close on February 28, 2002.
Net  proceeds  received  from  this  offering  will  primarily  be used to repay
outstanding  indebtedness  under  our  credit  facility.  A copy of the Purchase
Agreement  is  attached  as  an  exhibit  to  this  Form  8-K.

         We  are  filing  herewith  an  opinion  of  Locke  Liddell &  Sapp LLP
dated  February  25,  2002,  in connection with the above-referenced takedown of
shares  from  our  Form S-3 (File No. 333-57508) which was declared effective by
the  Securities  and  Exchange  Commission  on  October  30,  2001.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (c)  Exhibits.

              5.1     Opinion  of  Locke  Liddell  &  Sapp  LLP  dated
              February 25, 2002.

              99.1    Purchase  Agreement  by  and  between  Weingarten Realty
              Investors  and  Cohen  &  Steers  Quality  Income  Realty  Fund,
              Inc.  dated  February  25,  2002.

                                        1
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  hereunto  duly  authorized.

Date:  February  27,  2002

                                       WEINGARTEN  REALTY  INVESTORS

                                         /s/  Stephen  C.  Richter
                                       -----------------------------
                                       Stephen  C.  Richter
                                       Senior  Vice  President  and
                                       Chief  Financial  Officer

                                        2
WEINGARTEN REALTY INVESTORS
                                INDEX TO EXHIBITS
EXHIBIT
        --------
5.1            Opinion of Locke Liddell & Sapp LLP  dated February 25,
                         2002.

          99.1.          Purchase  Agreement  by and  between  Weingarten Realty
                         Investors  and  Cohen &  Steers  Quality  Income Realty
                         Fund, Inc., dated February 25, 2002.
3