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): January 29, 2001



                           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)



<PAGE>


ITEM  5.     OTHER  EVENTS.

     Following  the  close  of trading on the New York Stock Exchange on January
23,  2001, we entered into an underwriting agreement with Merrill Lynch, Pierce,
Fenner  &  Smith  Incorporated, Salomon Smith Barney and Legg Mason Wood Walker,
Incorporated,  regarding  the  underwritten  public offering of 4,500,000 of our
common shares of beneficial interest, $.03 par value per share, and an option to
purchase an additional 675,000 shares to cover over-allotments, which option was
exercised on February 22, 2001. The shares were offered to the public at a price
of $423/16 per share, the closing price of the shares on the NYSE on January 23,
2001,  with  estimated  aggregate  net  proceeds  to  us,  of approximately $180
million,  after  deducting  the  underwriting  discount and other expenses. This
offering  was  made  pursuant  to  our  existing  shelf  Registration  Statement
(Registration  Statement File No. 333-85967) and our Prospectus Supplement dated
January  23,  2001  to  the  Prospectus  dated  September  14,  1999.

     The  initial  offering  for  the  shares closed on January 29, 2001 and the
closing relating to the exercise of the over-allotment option for 200,000 shares
occurred  on  February  27, 2001.  Net proceeds received from this offering were
primarily  used  to repay outstanding indebtedness under our credit facility.  A
copy  of  the underwriting agreement is attached as an exhibit to this Form 8-K.

     We  are  filing  herewith a press release issued by us on April 19, 2001 as
Exhibit  99.1  which is included herein. This press release was issued to report
our  first  quarter  earnings.


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

     (c)  Exhibits.

          1.1  Underwriting Agreement by and between Weingarten Realty Investors
               and  Merrill  Lynch, Pierce, Fenner & Smith Incorporated, Salomon
               Smith  Barney  and  Legg  Mason  Wood  Walker, Incorporated dated
               January  23,  2001.

          99.1 Press Release issued by Weingarten Realty Investors on  April 19,
               2001.


                                     Page 2
<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:     April  25,  2001
                                            WEINGARTEN  REALTY  INVESTORS



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


                                     Page 3
<PAGE>



                           WEINGARTEN REALTY INVESTORS
                                INDEX TO EXHIBITS

  EXHIBIT
  -------

     1.1  Underwriting Agreement by and between Weingarten Realty Investors and
          Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith
          Barney and Legg Mason Wood Walker, Incorporated dated January 23,
          2001.

     99.1 Press Release issued by Weingarten Realty Investors on April 19, 2001.


                                     Page 4
<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "submis8k042501.txt", "secsgml_size_bytes": 4575}]
{"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": "1611321"}, "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): January 29, 2001

                           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 January
23,  2001, we entered into an underwriting agreement with Merrill Lynch, Pierce,
Fenner  &  Smith  Incorporated, Salomon Smith Barney and Legg Mason Wood Walker,
Incorporated,  regarding  the  underwritten  public offering of 4,500,000 of our
common shares of beneficial interest, $.03 par value per share, and an option to
purchase an additional 675,000 shares to cover over-allotments, which option was
exercised on February 22, 2001. The shares were offered to the public at a price
of $423/16 per share, the closing price of the shares on the NYSE on January 23,
2001,  with  estimated  aggregate  net  proceeds  to  us,  of approximately $180
million,  after  deducting  the  underwriting  discount and other expenses. This
offering  was  made  pursuant  to  our  existing  shelf  Registration  Statement
(Registration  Statement File No. 333-85967) and our Prospectus Supplement dated
January  23,  2001  to  the  Prospectus  dated  September  14,  1999.

     The  initial  offering  for  the  shares closed on January 29, 2001 and the
closing relating to the exercise of the over-allotment option for 200,000 shares
occurred  on  February  27, 2001.  Net proceeds received from this offering were
primarily  used  to repay outstanding indebtedness under our credit facility.  A
copy  of  the underwriting agreement is attached as an exhibit to this Form 8-K.

     We  are  filing  herewith a press release issued by us on April 19, 2001 as
Exhibit  99.1  which is included herein. This press release was issued to report
our  first  quarter  earnings.

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

     (c)  Exhibits.

          1.1  Underwriting Agreement by and between Weingarten Realty Investors
               and  Merrill  Lynch, Pierce, Fenner & Smith Incorporated, Salomon
               Smith  Barney  and  Legg  Mason  Wood  Walker, Incorporated dated
               January  23,  2001.

          99.1 Press Release issued by Weingarten Realty Investors on  April 19,
               2001.

                                     Page 2
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:     April  25,  2001
                                            WEINGARTEN  REALTY  INVESTORS

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

                                     Page 3
WEINGARTEN REALTY INVESTORS
                                INDEX TO EXHIBITS

  EXHIBIT
  -------

     1.1  Underwriting Agreement by and between Weingarten Realty Investors and
          Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith
          Barney and Legg Mason Wood Walker, Incorporated dated January 23,
          2001.

     99.1 Press Release issued by Weingarten Realty Investors on April 19, 2001.

                                     Page 4