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):  May 1, 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 May 1,
2001,  we entered into an underwriting agreement with Edward D. Jones & Co., LP,
regarding  the  underwritten  public offering of 600,000 of our common shares of
beneficial  interest,  $.03  par  value  per share, and an option to purchase an
additional 90,000 shares to cover over-allotments,  which  option was also fully
exercised  on  May  1, 2001. The shares were offered to the public at a price of
$42.85  per  share,  the closing price of the shares on the NYSE on May 1, 2001,
with estimated aggregate net proceeds to us  of approximately $28 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 May 1, 2001 to the
Prospectus  dated  September  14,  1999.

     The  initial  offering  for  the  shares  as  well  as  the exercise of the
overallotment option will close on May 7, 2001.  Net proceeds received from this
offering  will  be  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.


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

             (c)     Exhibits.

             1.1     Underwriting  Agreement  by  and between Weingarten Realty
                     Investors and Edward  D.  Jones  &  Co.,  L.P.  dated
                     May  1,  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:     May  4,  2001
                                            WEINGARTEN  REALTY  INVESTORS



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


                                     Page 3
<PAGE>
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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):  May 1, 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 May 1,
2001,  we entered into an underwriting agreement with Edward D. Jones & Co., LP,
regarding  the  underwritten  public offering of 600,000 of our common shares of
beneficial  interest,  $.03  par  value  per share, and an option to purchase an
additional 90,000 shares to cover over-allotments,  which  option was also fully
exercised  on  May  1, 2001. The shares were offered to the public at a price of
$42.85  per  share,  the closing price of the shares on the NYSE on May 1, 2001,
with estimated aggregate net proceeds to us  of approximately $28 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 May 1, 2001 to the
Prospectus  dated  September  14,  1999.

     The  initial  offering  for  the  shares  as  well  as  the exercise of the
overallotment option will close on May 7, 2001.  Net proceeds received from this
offering  will  be  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.

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

             (c)     Exhibits.

             1.1     Underwriting  Agreement  by  and between Weingarten Realty
                     Investors and Edward  D.  Jones  &  Co.,  L.P.  dated
                     May  1,  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:     May  4,  2001
                                            WEINGARTEN  REALTY  INVESTORS

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

                                     Page 3