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): November 5, 2001



                           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
November 2, 2001, we entered into an underwriting agreement with Merrill Lynch &
Co.,  Merrill  Lynch,  Pierce,  Fenner  &  Smith  Incorporated,  Banc of America
Securities  LLC,  First  Union  Securities,  Inc. and McDonald Investments Inc.,
regarding  the underwritten public offering of 1,750,000 of our common shares of
beneficial  interest,  $.03  par  value  per share, and an option to purchase an
additional  262,500  shares to cover over-allotments, which option was exercised
on November 13, 2001. The shares were offered to the public at a price of $50.20
per  share  with  estimated aggregate net proceeds to us, of approximately $83.2
million,  after  deducting  the  underwriting  discount and other expenses. This
offering  was  made  pursuant  to  our  existing  shelf  Registration  Statement
(Registration  Statement File No. 333-57503) and our Prospectus Supplement dated
November  2,  2001  to  the  Prospectus  dated  October  30,  2001.

          The  initial offering  for  the  shares closed on November 7, 2001 and
the  closing  relating  to  the exercise of the over-allotment option for 64,195
shares  occurred  on November 16, 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.

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

          (c)   Exhibits.

                1.1      Underwriting Agreement by  and among  Weingarten Realty
                         Investors,  Merrill Lynch & Co., Merrill Lynch, Pierce,
                         Fenner & Smith Incorporated, Banc of America Securities
                         LLC,  First  Union  Securities,  Inc.  and  McDonald
                         Investments  Inc.  dated  November  2,  2001.


                                        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:     February  27,  2002
                                         WEINGARTEN  REALTY  INVESTORS



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


                                        3
<PAGE>



                           WEINGARTEN REALTY INVESTORS
                                INDEX TO EXHIBITS

    EXHIBIT
    -------

      1.1      Underwriting Agreement by and among  Weingarten Realty Investors,
               Merrill  Lynch  &  Co.,  Merrill  Lynch,  Pierce,  Fenner & Smith
               Incorporated,  Banc  of  America  Securities  LLC,  First  Union
               Securities, Inc. and McDonald Investments, Inc. dated November 2,
               2001.


                                        4
<PAGE>




                                                                     EXHIBIT 1.1


                           WEINGARTEN REALTY INVESTORS

                       Common Shares and Preferred Shares

                                 _______________

                             Underwriting Agreement
                             ----------------------

                                                              November  2,  2001


Merrill  Lynch  &  Co.
Merrill  Lynch,  Pierce,  Fenner  &  Smith
          Incorporated
Banc  of  America  Securities  LLC
First  Union  Securities,  Inc.
McDonald  Investments  Inc.
c/o     Merrill  Lynch,  Pierce,  Fenner  &  Smith
               Incorporated
     4  World  Financial  Center
     New  York,  New  York  10080

Ladies  and  Gentlemen:

     From  time  to  time  Weingarten  Realty  Investors,  a  Texas  real estate
investment  trust  (the  "Company"),  proposes to enter into one or more Pricing
Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such
                                                       -------
additions  and  deletions  as the parties thereto may determine, and, subject to
the  terms  and  conditions  stated herein and therein, to issue and sell to the
firms  named  in  Schedule  I  to  the  applicable Pricing Agreement (such firms
                  -----------
constituting  the  "Underwriters" with respect to such Pricing Agreement and the
securities  specified therein) certain of its shares of beneficial interest (the
"Shares")  specified  in  Schedule II to such Pricing Agreement (with respect to
                          -----------
such  Pricing  Agreement,  the "Designated Shares").  The Shares may include the
Company's  common  shares  of beneficial interest, par value $.03 per share (the
"Common Shares"), or preferred shares of beneficial interest, par value $.03 per
share  (the  "Preferred  Shares").

     The  terms and rights of any particular issuance of Designated Shares shall
be  as specified in the Pricing Agreement relating thereto and in or pursuant to
the resolutions of the board of trust managers of the Company identified in such
Pricing  Agreement.

     1.   Particular sales of Designated Shares may be made from time to time to
the  Underwriters  of  such  Shares,  for  whom  the  firms  designated  as
representatives  of  the  Underwriters  of  such Shares in the Pricing Agreement
relating  thereto  will act as representatives (the "Representatives"). The term
"Representatives"  also refers to a single firm acting as sole representative of


                                        5
<PAGE>



the  Underwriters and to an Underwriter or Underwriters who act without any firm
being  designated  as  its or their representatives. This Underwriting Agreement
shall not be construed as an obligation of the Company to sell any of the Shares
or  as  an  obligation  of  any  of the Underwriters to purchase the Shares. The
obligation of the Company to issue and sell any of the Shares and the obligation
of  any  of the Underwriters to purchase any of the Shares shall be evidenced by
the  Pricing  Agreement with respect to the Designated Shares specified therein.
Each  Pricing  Agreement  shall  specify the aggregate number of such Designated
Shares,  the  initial  public  offering  price  of  such  Designated Shares, the
purchase  price  to the Underwriters of such Designated Shares, the names of the
Underwriters of such Designated Shares, the names of the Representatives of such
Underwriters  and  the  number of such Designated Shares to be purchased by each
Underwriter  and  shall  set forth the date, time and manner of delivery of such
Designated Shares and payment therefor. The Pricing Agreement shall also specify
(to  the  extent not set forth in the registration statement and prospectus with
respect  thereto) the terms of such Designated Shares. A Pricing Agreement shall
be in the form of an executed writing (which may be in counterparts), and may be
evidenced  by  an  exchange  of  telegraphic  communications  or any other rapid
transmission  device  designed  to  produce  a  written record of communications
transmitted.  The  obligations of the Underwriters under this Agreement and each
Pricing  Agreement  shall  be  several  and  not  joint.

     2.   The  Company represents  and warrants to, and agrees with, each of the
Underwriters  that:

          (a)     A registration statement on Form S-3 (File No. 333-57508),  as
          amended,  in  respect  of  the  Securities  has  been  filed  with the
          Securities  and  Exchange  Commission  (the  "Commission");  such
          registration  statement and any post-effective amendment thereto, each
          in  the  form  heretofore  delivered  or  to  be  delivered  to  the
          Representatives  and,  excluding  exhibits  to  such  registration
          statement,  but  including  all documents incorporated by reference in
          the  prospectus  contained therein, to the Representatives for each of
          the  other Underwriters have been declared effective by the Commission
          in  such form; other than a registration statement, if any, increasing
          the  size  of  the  offering  (a "Rule 462(b) Registration Statement")
          filed  pursuant  to  Rule  462(b) under the Securities Act of 1933, as
          amended  (the  "Act"),  which  became  effective upon filing, no other
          document  with  respect  to  such  registration  statement or document
          incorporated  by  reference  therein  has  heretofore  been  filed  or
          transmitted  for  filing  with the Commission (other than prospectuses
          filed  pursuant  to  Rule  424(b)  of the rules and regulations of the
          Commission  under the Act each in the form heretofore delivered to the
          Representatives);  and  no  stop order suspending the effectiveness of
          such  registration  statement, any post-effective amendment thereto or
          the Rule 462(b) Registration Statement, if any, has been issued and no
          proceeding  for  that  purpose has been initiated or threatened by the
          Commission  (any  preliminary prospectus included in such registration
          statement  or  filed with the Commission pursuant to Rule 424(a) under
          the Act, is hereinafter called a "Preliminary Prospectus;" the various
          parts  of  such  registration  statement  and Rule 462(b) Registration
          Statement,  if  any,  including all exhibits thereto and the documents
          incorporated  by  reference  in  the  prospectus  contained  in  the
          registration  statement  at  the  time  such  part of the registration
          statement  became  effective, each as amended at the time such part of
          the  registration  statement


                                        6
<PAGE>



          became  effective  or  such  part  of  the  Rule  462(b)  Registration
          Statement,  if  any,  became  or  hereafter  becomes  effective,  are
          hereinafter  collectively  called  the  "Registration  Statement;" the
          prospectus  relating  to  the Shares, in the form in which it has most
          recently been filed, or transmitted for filing, with the Commission on
          or  prior  to  the  date  of this Agreement, is hereinafter called the
          "Prospectus;"  any  reference  herein to any Preliminary Prospectus or
          the  Prospectus  shall be deemed to refer to and include the documents
          incorporated  by  reference  therein  pursuant  to Item 12 of Form S-3
          under  the  Act,  as  of  the  date  of such Preliminary Prospectus or
          Prospectus,  as  the  case  may  be; any reference to any amendment or
          supplement  to  any  Preliminary Prospectus or the Prospectus shall be
          deemed  to  refer to and include any documents filed after the date of
          such  Preliminary  Prospectus or Prospectus, as the case may be, under
          the  Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          and  incorporated  by  reference  in  such  Preliminary  Prospectus or
          Prospectus,  as the case may be; any reference to any amendment to the
          Registration  Statement  shall  be  deemed to refer to and include any
          annual report of the Company filed pursuant to Sections 13(a) or 15(d)
          of  the  Exchange  Act  after  the  effective date of the Registration
          Statement  that  is  incorporated  by  reference  in  the Registration
          Statement;  and  any  reference  to  the  Prospectus  as  amended  or
          supplemented  shall be deemed to refer to the Prospectus as amended or
          supplemented  in  relation  to the applicable Designated Shares in the
          form  in which it is filed with the Commission pursuant to Rule 424(b)
          under  the  Act  in accordance with Section 5(a) hereof, including any
          documents  incorporated  by  reference  therein as of the date of such
          filing  and  if  the Company elects to rely on Rule 434 under the Act,
          any  reference  to  the Prospectus shall be deemed to include, without
          limitation,  the  form  of  prospectus and the abbreviated term sheet,
          taken  together,  provided  to  the  Underwriters  by  the  Company in
          reliance  on  Rule  434  under  the  Act  (the "Rule 434 Prospectus");

          (b)     The documents  incorporated  by  reference in  the Prospectus,
          when  they  became effective or were filed with the Commission, as the
          case may be, conformed in all material respects to the requirements of
          the  Act  or  the  Exchange  Act,  as  applicable,  and  the rules and
          regulations  of  the Commission thereunder, and none of such documents
          contained an untrue statement of a material fact or omitted to state a
          material  fact  required to be stated therein or necessary to make the
          statements  therein not misleading in light of the circumstances under
          which  they  were  made;  and  any  further  documents  so  filed  and
          incorporated  by  reference in the Prospectus or any further amendment
          or  supplement  thereto,  when  such documents become effective or are
          filed  with  the  Commission,  as the case may be, will conform in all
          material  respects to the requirements of the Act or the Exchange Act,
          as  applicable,  and  the  rules  and  regulations  of  the Commission
          thereunder and will not contain an untrue statement of a material fact
          or  omit  to  state  a  material fact required to be stated therein or
          necessary  to  make  the  statements therein not misleading; provided,
          however,  that this representation and warranty shall not apply to any
          statements  or  omissions made in reliance upon and in conformity with
          information  furnished  in writing to the Company by an Underwriter of
          Designated Shares through the Representatives expressly for use in the
          Prospectus  as  amended  or  supplemented  relating  to  such  Shares;


                                        7
<PAGE>



          (c)     The Registration Statement and the Prospectus conform, and any
          further amendments or supplements to the Registration Statement or the
          Prospectus  will conform, in all material respects to the requirements
          of  the Act and the rules and regulations of the Commission thereunder
          and  do not and will not, as of the applicable effective date and Time
          of  Delivery  (as  defined in Section 4 hereof) as to the Registration
          Statement and any amendment thereto and as of its date of issuance and
          Time of Delivery (as defined in Section 4 hereof) as to the Prospectus
          and  any  amendment or supplement thereto, contain an untrue statement
          of  a  material  fact  or omit to state a material fact required to be
          stated  therein  or  necessary  to  make  the  statements  therein not
          misleading;  provided,  however, that this representation and warranty
          shall  not  apply to any statements or omissions made in reliance upon
          and in conformity with information furnished in writing to the Company
          by  an  Underwriter  of  Designated Shares through the Representatives
          expressly  for  use  in  the  Prospectus  as  amended  or supplemented
          relating  to  such  Shares;

          (d)     The Company is a  real estate investment trust duly formed and
          validly existing under the laws of the State of Texas, with full power
          and  authority to own, lease and operate its properties and to conduct
          its  business  as described in the Prospectus; and the Company is duly
          qualified  to  transact business and is in good standing in each other
          jurisdiction  in  which  it owns or leases properties, or conducts any
          business,  so  as  to  require such qualification, or is subject to no
          material  liability  or  disability  by reason of the failure to be so
          qualified  in  any  such  jurisdiction,  and holds all authorizations,
          approvals,  orders,  licenses,  certificates  and  permits  from  all
          governmental  authorities  which  are  material  to the conduct of its
          business;

          (e)     Each  subsidiary of  the  Company  has  been duly incorporated
          and  is  validly  existing as a corporation in good standing under the
          laws  of  the  jurisdiction  of  its incorporation, has full power and
          authority  to own, lease and operate its properties and to conduct its
          business  as  described  in  the Prospectus and is duly qualified as a
          foreign  corporation  to  transact business and is in good standing in
          each  jurisdiction in which such qualification is required, whether by
          reason  of  the  ownership  or  leasing  of property or the conduct of
          business,  except  where  the  failure  to so qualify would not have a
          material  adverse  effect or a prospective material adverse effect, on
          the  condition,  financial  or  otherwise, or the earnings or business
          affairs  of  the  Company  and  its  subsidiaries  considered  as  one
          enterprise;  all  of  the issued and outstanding capital stock of each
          such  subsidiary has been duly authorized and validly issued, is fully
          paid  and  non-assessable  and  is  owned  by the Company, directly or
          through subsidiaries (except for Weingarten Properties Trust, of which
          the  Company owns approximately 77% of the outstanding capital shares,
          and Weingarten/Investments, Inc., of which the Company owns 95% of the
          outstanding  common  stock),  free and clear of any security interest,
          mortgage,  pledge,  lien,  encumbrance,  claim  or  equity;

          (f)     Neither  the Company nor any of its subsidiaries has sustained
          since  the  date  of  the latest audited financial statements included


                                        8
<PAGE>



          or  incorporated  by  reference in the Prospectus any material loss or
          interference  with  its  business from fire, explosion, flood or other
          calamity,  whether  or  not  covered  by  insurance, or from any labor
          dispute  or  court  or governmental action, order or decree, otherwise
          than  as  set  forth or contemplated in the Prospectus; and, since the
          respective  dates as of which information is given in the Registration
          Statement  and  the  Prospectus,  there has not been any change in the
          consolidated  capital  stock  of  the Company (except for issuances of
          Common  Shares  pursuant  to  the Company's employee benefit and stock
          option  plans,  the Company's Dividend Reinvestment and Share Purchase
          Plan  and  exchanges  of operating partnership units) or any change in
          the consolidated debt of the Company or any of its subsidiaries or any
          decrease  in  consolidated  net  current  assets  or net assets or any
          material  adverse  change,  or any development involving a prospective
          material  adverse  change,  in  or  affecting  the  general  affairs,
          management,  financial  position,  shareholders'  equity or results of
          operations  of the Company and its subsidiaries, otherwise than as set
          forth  or  contemplated  in  the  Prospectus,  and  there  has been no
          material  adverse  change in the condition, financial or otherwise, or
          in the earnings, business affairs or business prospects of the Company
          and  its  subsidiaries  considered  as  one enterprise, whether or not
          arising  in  the  ordinary  course  of  business;

          (g)     The Company  has  an authorized capitalization as set forth in
          the  Prospectus,  and all of the issued shares of capital stock of the
          Company have been duly and validly authorized and issued and are fully
          paid  and  non-assessable;

          (h)     The Shares have been duly and  validly authorized,  and,  when
          Designated  Shares are issued and delivered pursuant to this Agreement
          and the Pricing Agreement with respect to such Designated Shares, such
          Designated  Shares  will be duly and validly issued and fully paid and
          non-assessable;  and  the  Shares  conform  to the description thereof
          contained  in  the  Registration  Statement, and the Designated Shares
          will conform to the description thereof contained in the Prospectus as
          amended  or  supplemented  with  respect  to  such  Designated Shares;

          (i)     The  issue and sale of the Shares and the compliance  by  the
          Company  with  all of the provisions of this Agreement and any Pricing
          Agreement, and the consummation of the transactions herein and therein
          contemplated will not conflict with or result in a breach or violation
          of  any  of the terms or provisions of, or constitute a default under,
          any  indenture,  mortgage,  deed  of  trust,  loan  agreement or other
          agreement  or  instrument  to  which  the  Company  or  any  of  its
          subsidiaries  is  a  party  or  by  which  the  Company  or any of its
          subsidiaries is bound or to which any of the property or assets of the
          Company  or  any  of its subsidiaries is subject, nor will such action
          result  in any violation of the provisions of the Declaration of Trust
          or  by-laws  of  the  Company  or  any  statute  or any order, rule or
          regulation  of  any  court  or  governmental  agency  or  body  having
          jurisdiction  over  the  Company  or any of its subsidiaries or any of
          their  respective properties; and no consent, approval, authorization,
          order,  registration  or  qualification  of  or with any such court or
          governmental  agency or body is required for the issue and sale of the
          Shares  or  the  consummation  by  the  Company  of  the  transactions
          contemplated  by  this Agreement or any Pricing Agreement, except such
          as  have  been,  or  will  have been prior to the Time of Delivery (as


                                        9
<PAGE>



          defined  in  Section  4 hereof), obtained under the Act and except for
          the  listing  of the Designated Shares on the New York Stock Exchange,
          Inc.  or  other  stock  exchange  and  such  consents,  approvals,
          authorizations,  registrations  or  qualifications  as may be required
          under  state  securities  or  Blue  Sky  laws  in  connection with the
          purchase  and  distribution  of  the  Shares  by  the  Underwriters;

          (j)     The statements set forth in the Prospectus under the  captions
          "Description  of  Debt  Securities  and  Convertible Debt Securities,"
          "Description of Capital Shares," "Description of Securities Warrants,"
          "Description  of Other Classes of Outstanding Shares," "Federal Income
          Tax  Consequences," "Plan of Distribution" and "Underwriting," insofar
          as they purport to constitute a summary of the terms of the Shares, or
          to  describe  the  provisions  of  the  laws and documents referred to
          therein,  are  accurate,  complete  and  fair;

          (k)     Neither  the  Company  nor  any  of  its  subsidiaries  is  in
          violation  of  its charter or by-laws or in default in the performance
          or  observance  of  any  material  obligation,  agreement, covenant or
          condition  contained  in  any indenture, mortgage, deed of trust, loan
          agreement,  lease  or  other  agreement or instrument to which it is a
          party  or  by  which  it  or  its  properties  may  be  bound;

          (l)     Other  than  as  set  forth  in the Prospectus,  there are no
          legal  or governmental proceedings pending to which the Company or any
          of its subsidiaries is a party or of which any property of the Company
          or  any  of  its  subsidiaries  is  the  subject  which, if determined
          adversely  to  the  Company  or  any  of  its  subsidiaries,  would
          individually or in the aggregate have a material adverse effect on the
          current  or  future  consolidated  financial  position,  shareholders'
          equity  or  results of operations of the Company and its subsidiaries;
          and,  to  the best of the Company's knowledge, no such proceedings are
          threatened  or  contemplated by governmental authorities or threatened
          by  others;

          (m)     The consolidated financial  statements together  with  related
          notes  and  schedules as set forth or incorporated by reference in the
          Registration  Statement, present fairly the financial position and the
          results  of  operations  of  the  Company  and its subsidiaries at the
          indicated  dates  and  for  the indicated periods. Except as otherwise
          stated  in  the Registration Statement, such financial statements have
          been  prepared  in  accordance  with  generally  accepted  accounting
          principles,  applied  on  a  consistent  basis;  and  the  supporting
          schedules  included  in  the Registration Statement present fairly the
          information  required  to  be  stated  therein;

          (n)     The Company and its subsidiaries have good and marketable
          title  to  all  real  property and interests in real property owned by
          them  and  good and marketable title to all personal property owned by
          them, in each case free and clear of all pledges, liens, encumbrances,
          claims, security interests and defects, except as are described in the
          Prospectus  and  except  for  property owned in the joint ventures set
          forth in Annex III  hereto  or such as do not  materially affect  the
                  ----------
          value of such  property  and interests  in the  aggregate and  do  not


                                       10
<PAGE>



          interfere  with  the use made and proposed to be made of such property
          and interests by the Company and its subsidiaries taken as a whole; in
          the  case of real property and interests in real property, the Company
          and  its  subsidiaries  have  obtained  satisfactory  confirmation
          (consisting  of  policies  of  title  insurance or binders therefor or
          opinions  of  counsel  based  upon  the  examination  of  abstracts)
          confirming,  except  as  is otherwise described in the Prospectus, (a)
          that the Company and its subsidiaries have the foregoing title to such
          real  property and interests in real property; provided, however, that
          in  those  cases in which such information is not current, the Company
          and  its  subsidiaries do not have notice of any material claim of any
          sort which has been asserted by anyone adverse to the Company's or its
          subsidiaries  foregoing  title  to such real property and interests in
          real  property, and (b) that the instruments securing the indebtedness
          of third parties to the Company or its subsidiaries create valid liens
          upon  the  real  properties described in such instruments enjoying the
          priorities intended, subject only to exceptions to title which have no
          materially  adverse  effect  on  the value of such real properties and
          interests; and any real property and buildings held under lease by the
          Company  or  its  subsidiaries  or  leased  by  the  Company  or  its
          subsidiaries  to a third party are held or leased by them under valid,
          binding  and  enforceable leases conforming to the description thereof
          set  forth in the Prospectus, with such exceptions as are not material
          and do not interfere with the use made and proposed to be made of such
          property  and  buildings  by  the  Company or its subsidiaries or such
          third  party;

          (o)     The  Company  and  its  subsidiaries  have  filed all federal,
          state,  local  and foreign income tax returns which have been required
          to  be  filed  on  or  before  the  due  date (taking into account all
          extensions  of  time  to file) and have paid or provided for all taxes
          indicated  by  said  returns and all assessments received by it to the
          extent  that  taxes  have  become  due;

          (p)     With respect to  all  tax periods regarding which the Internal
          Revenue  Service  is  or  will  be  entitled  to assert any claim, the
          Company  has  met  the requirements for qualification as a real estate
          investment  trust  under  Sections  856  through  860  of the Internal
          Revenue  Code  of  1986,  as  amended  (the "Code"), and the Company's
          present  and  contemplated  operations,  assets and income continue to
          meet  such  requirements;

          (q)     The  Company is not and,  after giving effect to the  offering
          and  sale  of  the  Shares,  will not be an "investment company" or an
          entity  "controlled"  by  an  "investment  company," as such terms are
          defined  in  the  Investment  Company  Act  of  1940,  as amended (the
          "Investment  Company  Act");

          (r)     Deloitte  & Touche  llp,  who have  audited  certain financial
          statements  of  the  Company  and  its  subsidiaries  filed  with  the
          Commission  as  part  of,  or  incorporated  by  reference  in,  the
          Registration  Statement  and  Prospectus  are  independent  public
          accountants  as  required  by the Act and the rules and regulations of
          the  Commission  promulgated  thereunder;  and


                                       11
<PAGE>



          (s)     Although  the  Company is aware of the presence of hazardous
          substances,  hazardous  materials, toxic substances or waste materials
          ("Hazardous Materials") on certain of its properties, nothing has come
          to  the  attention  of the Company which, at this time, would lead the
          Company to believe that the presence of such Hazardous Materials, when
          considered  in  the  aggregate,  would materially adversely affect the
          financial  condition  of  the  Company.  In  connection  with  the
          construction on or operation and use of the properties owned or leased
          by  the  Company  or  any  of its subsidiaries, the Company represents
          that,  as  of  the  date of this Agreement, it has no knowledge of any
          material  failure  by the Company or any of its subsidiaries to comply
          with  all  applicable  local,  state  and  federal environmental laws,
          regulations,  ordinances  and  administrative  and  judicial  orders
          relating to the generation, recycling, reuse, sale, storage, handling,
          transport  and  disposal  of  any  Hazardous  Materials.

     3.   Upon  the  execution  of  the  Pricing  Agreement  applicable  to  any
Designated  Shares  and  authorization  by the Representatives of the release of
such  Designated  Shares,  the  several  Underwriters  propose  to  offer  such
Designated  Shares  for  sale  upon  the  terms  and conditions set forth in the
Prospectus  as  amended  or  supplemented.

     4.   Certificates  for  the  Designated  Shares  to  be  purchased by  each
Underwriter  pursuant  to  the Pricing Agreement relating thereto, in definitive
form,  and  in such authorized denominations and registered in such names as the
Representatives may request upon at least twenty-four hours' prior notice to the
Company,  shall  be  delivered  by  or  on  behalf  of  the  Company  to  the
Representatives  for  the  account  of such Underwriter, against payment by such
Underwriter  or  on  its behalf of the purchase price therefor to the Company by
wire transfer of immediately available funds to a bank account designated by the
Company  in such Pricing Agreement, all at the place and time and date specified
in  such  Pricing  Agreement  or  at  such  other place and time and date as the
Representatives  and  the  Company may agree upon in writing, such time and date
being  herein  called  the  "Time  of  Delivery"  for  such  Shares.

     5.   The Company agrees with  each  of  the  Underwriters of any Designated
Shares:

          (a)     If  the  Company  does  not  elect to  rely  on Rule 434 under
          the  Act,  immediately  following  execution  and  delivery  of  the
          applicable Pricing Agreement, to prepare the Prospectus as amended and
          supplemented in relation to the applicable Designated Shares in a form
          approved  by  the Representatives and to file such Prospectus pursuant
          to  Rule 424(b) under the Act not later than the Commission's close of
          business  on  the business day following the execution and delivery of
          the Pricing Agreement relating to the applicable Designated Shares or,
          if applicable, such earlier time as may be required by Rule 424(b), or
          if  the  Company elects to rely on Rule 434 under the Act, immediately
          following  execution and delivery of the applicable Pricing Agreement,
          to prepare an abbreviated term sheet relating to the Designated Shares
          in  a  form  approved  by  the  Representatives that complies with the
          requirements  of  Rule 434 under the Act and to file such form of Rule
          434  Prospectus  complying  with Rule 434(c)(2) of the Act pursuant to
          Rule  424(b)  under  the  Act not later than the Commission's close of
          business  on  the business day following the execution and delivery of


                                       12
<PAGE>



          the Pricing Agreement relating to the applicable Designated Shares or,
          if applicable, such earlier time as may be required by Rule 424(b); to
          make  no  further  amendment  or  any  supplement  to the Registration
          Statement  or  Prospectus as amended or supplemented after the date of
          the Pricing Agreement relating to such Shares and prior to the Time of
          Delivery  for  such  Shares  which  shall  be  disapproved  by  the
          Representatives  for  such  Shares  promptly  after  reasonable notice
          thereof;  to advise the Representatives promptly of any such amendment
          or  supplement  after  such  Time  of  Delivery  and  furnish  the
          Representatives  with copies thereof; to file promptly all reports and
          any definitive proxy or information statements required to be filed by
          the  Company  with the Commission pursuant to Section 13(a), 13(c), 14
          or  15(d)  of  the  Exchange  Act  for  so  long  as the delivery of a
          prospectus is required in connection with the offering or sale of such
          Shares,  and  during  such  same period to advise the Representatives,
          promptly  after  it  receives  notice  thereof,  of  the time when any
          amendment  to  the  Registration  Statement  has been filed or becomes
          effective  or  any  supplement  to  the  Prospectus  or  any  amended
          Prospectus  has been filed with the Commission, of the issuance by the
          Commission  of any stop order or of any order preventing or suspending
          the use of any prospectus relating to the Shares, of the suspension of
          the  qualification  of  such  Shares  for  offering  or  sale  in  any
          jurisdiction,  of  the initiation or threatening of any proceeding for
          any such purpose, or of any request by the Commission for the amending
          or  supplementing  of  the Registration Statement or Prospectus or for
          additional  information; and, in the event of the issuance of any such
          stop  order  or  of any such order preventing or suspending the use of
          any  prospectus  relating  to  the  Shares  or  suspending  any  such
          qualification,  to  promptly use every reasonable effort to obtain the
          withdrawal  of  such  order;

          (b)     Promptly  from  time  to  time  to  take  such  action  as the
          Representatives  may  reasonably  request  to  qualify such Shares for
          offering  and  sale under the securities laws of such jurisdictions as
          the  Representatives may request and to comply with such laws so as to
          permit  the  continuance  of  sales  and  dealings  therein  in  such
          jurisdictions  for  as  long  as  may  be  necessary  to  complete the
          distribution of such Shares, provided that in connection therewith the
          Company  shall  not be required to qualify as a foreign corporation or
          to  file  a general consent to service of process in any jurisdiction;

          (c)     Prior  to  10:00  a.m.  New York City time, on the New York
          business  day  next  succeeding  the  date  of  the applicable Pricing
          Agreement  and  from  time  to  time  to furnish the Underwriters with
          copies  of  the Prospectus in New York City as amended or supplemented
          in such quantities as the Representatives may reasonably request, and,
          if  the delivery of a prospectus is required at any time in connection
          with  the offering or sale of the Shares and if at such time any event
          shall  have  occurred  as  a  result  of  which the Prospectus as then
          amended  or  supplemented  would  include  an  untrue  statement  of a
          material fact or omit to state any material fact necessary in order to
          make  the  statements therein, in the light of the circumstances under
          which  they  were  made  when  such  Prospectus  is  delivered,  not
          misleading,  or,  if for any other reason it shall be necessary during
          such  same  period  to  amend  or supplement the Prospectus or to file
          under


                                       13
<PAGE>



          the  Exchange  Act  any  document  incorporated  by  reference  in the
          Prospectus  in  order  to  comply with the Act or the Exchange Act, to
          notify  the  Representatives  and  upon  their  request  to  file such
          document and to prepare and furnish without charge to each Underwriter
          and  to any dealer in securities as many copies as the Representatives
          may from time to time reasonably request of an amended Prospectus or a
          supplement  to  the  Prospectus  which  will correct such statement or
          omission  or  effect  such  compliance;

          (d)     To make generally available  to its securityholders as soon as
          practicable, but in any event not later than eighteen months after the
          effective  date  of  the  Registration  Statement  (as defined in Rule
          158(c)  under  the  Act), an earnings statement of the Company and its
          subsidiaries  (which need not be audited) complying with Section 11(a)
          of  the Act and the rules and regulations of the Commission thereunder
          (including,  at  the  option  of  the  Company,  Rule  158);

          (e)     During a period of  30 days  beginning from the  date  of  the
          Pricing Agreement for such Designated Shares not to offer, sell, grant
          any  option  for  the sale of, contract to sell or otherwise issue any
          shares  of  beneficial interest of the Company which are substantially
          similar  to  such  Designated  Shares (except for shares of beneficial
          interest  issued  pursuant  to  employee  benefit  plans, employee and
          director  stock  option  plans  or  as  partial  or  full  payment for
          properties  to  be acquired by the Company), without the prior written
          consent  of  the  Representatives  or enter into any swap or any other
          agreement  or  any  transaction  that  transfers, in whole or in part,
          directly  or  indirectly,  the  economic  consequence  of ownership of
          shares  of  beneficial interest of the Company which are substantially
          similar  to  such  Designated  Shares,  whether  any  such  swap  or
          transaction  described above is to be settled by delivery of shares of
          beneficial  interest of the Company which are substantially similar to
          such  Designated  Shares,  in  cash  or  otherwise;

          (f)     To use the net proceeds received by it from the sale of the
          Shares  in  the  manner  specified in the Prospectus under the caption
          "Use  of  Proceeds;"  and

          (g)     To  elect to qualify as a "real estate investment trust" under
          the  Code,  and  to  use  its  best  efforts  to  continue to meet the
          requirements  to  qualify  as  a  "real  estate  investment  trust."

     6.   The  Company covenants and agrees with the several  Underwriters  that
the  Company  will  pay  or  cause  to  be  paid  the  following:  (i) the fees,
disbursements  and  expenses  of  the  Company's  counsel  and  accountants  in
connection  with  the  registration  of  the  Shares under the Act and all other
expenses  in  connection  with  the  preparation,  printing  and  filing  of the
Registration  Statement,  any  Preliminary  Prospectus  and  the  Prospectus and
amendments  and  supplements  thereto  (including  each  abbreviated  term sheet
delivered by the Company pursuant to Rule 434 under the Act) and the mailing and
delivering  of  copies thereof to the Underwriters and dealers; (ii) the cost of
printing  or  producing  any  Agreement  Among Underwriters, this Agreement, any
Pricing  Agreement,  any  blue  sky  and  legal investment surveys and any other
documents  in  connection  with the offering, purchase, sale and delivery of the


                                       14
<PAGE>



Shares;  (iii)  all  expenses in connection with the qualification of the Shares
for  offering  and  sale under state securities laws as provided in Section 5(b)
hereof,  including the fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the blue sky and legal
investment  surveys;  (iv)  any  fees  charged by securities rating services for
rating  the  Shares;  (v) any filing fees incident to any required review by the
National Association of Securities Dealers, Inc. of the terms of the sale of the
Shares;  (vi)  the cost of preparing certificates for the Shares; (vii) the fees
and  expenses  of  any transfer agent or registrar or dividend disbursing agent;
and  (viii)  all  other  costs  and  expenses incident to the performance of its
obligations  hereunder which are not otherwise specifically provided for in this
Section.  It  is  understood,  however, that, except as provided in this Section
and  Sections  8 and 11 hereof, the Underwriters will pay all of their own costs
and  expenses,  including the fees of their counsel, transfer taxes on resale of
any  of  the  Shares  by  them,  and any advertising expenses connected with any
offers  they  may  make.

     7.   The obligations of the Underwriters of any Designated Shares under the
Pricing  Agreement  relating  to such Designated Shares shall be subject, in the
discretion of the Representatives, to the condition that all representations and
warranties  and  other statements of the Company in or incorporated by reference
in  the  Pricing  Agreement relating to such Designated Shares are, at and as of
the  Time  of  Delivery  for  such  Designated  Shares, true and correct, to the
condition that the Company shall have performed all of its obligations hereunder
theretofore  to  be  performed,  and  to  the  following  additional conditions:

          (a)     The  Prospectus as amended or supplemented in relation to  the
          applicable Designated Shares shall have been filed with the Commission
          pursuant  to  Rule 424(b) within the applicable time period prescribed
          for  such  filing  by  the  rules and regulations under the Act and in
          accordance  with  Section  5(a)  hereof;  no stop order suspending the
          effectiveness  of the Registration Statement or any part thereof shall
          have  been  issued  and no proceeding for that purpose shall have been
          initiated  or  threatened  by  the  Commission;  and  all requests for
          additional  information  on the part of the Commission shall have been
          complied  with  to  the  Representatives'  reasonable  satisfaction;

          (b)     Sidley Austin Brown & Wood llp, counsel for the  Underwriters,
          shall  have furnished to the Representatives such opinion or opinions,
          dated the Time of Delivery for such Designated Shares, with respect to
          the matters covered in paragraphs (i), (ii), (v) (as to the Designated
          Shares  only), (vii), (viii), (xi) and (xv) of subsection (c) below as
          well  as  such  other  related  matters  as  the  Representatives  may
          reasonably  request,  and such counsel shall have received such papers
          and  information as they may reasonably request to enable them to pass
          upon  such  matters;  Sidley Austin Brown & Wood LLP may rely upon the
          opinion  of  Locke  Liddell  &  Sapp  LLP  as to matters of Texas law;

          (c)     Locke  Liddell & Sapp LLP, counsel for the Company, shall have
          furnished to the Representatives their written opinion, dated the Time
          of  Delivery  for  such  Designated  Shares,  in  form  and  substance
          satisfactory  to  the  Representatives,  to  the  effect  that:


                                       15
<PAGE>




               (i)     The  Company  is  a  real  estate  investment trust  duly
          formed  and  validly existing under the laws of the State of Texas and
          is  entitled to the benefits of the Texas Real Estate Investment Trust
          Act.

               (ii)    The  Company  has  the power and authority (corporate and
          other)  to own its properties and to conduct its business as described
          in  the  Prospectus  as  amended  or  supplemented.

               (iii)   The  Company is duly  qualified  to transact business and
          is  in  good  standing in each jurisdiction in which it owns or leases
          properties,  or  conducts  any  business,  so  as  to  require  such
          qualification or is subject to no material liability, or disability by
          reason  of  the  failure  to be so qualified in any such jurisdiction.

               (iv)    Each  subsidiary  of  the  Company  has  been  duly
          incorporated  (or,  with  respect  to Weingarten Properties Trust, has
          been formed as a real estate investment trust) and is validly existing
          as  a  corporation in good standing under the laws of the jurisdiction
          of its incorporation, has power and authority (corporate and other) to
          own,  lease  and operate its properties and to conduct its business as
          described  in  the  Prospectus and, to the best of their knowledge and
          information,  is  duly  qualified as a foreign corporation or trust to
          transact  business  and  is  in  good standing in each jurisdiction in
          which  such  qualification  is  required,  whether  by  reason  of the
          ownership  or  leasing  of property or the conduct of business, except
          where  the  failure  to  so  qualify would not have a material adverse
          effect  or  a  prospective  material  adverse effect on the condition,
          financial  or  otherwise,  or  the earnings or business affairs of the
          Company  and its subsidiaries considered as one enterprise; all of the
          issued  and outstanding capital stock of each such subsidiary has been
          duly  authorized  and validly issued, is fully paid and non-assessable
          and  is owned by the Company, directly or through subsidiaries (except
          for  Weingarten  Properties  Trust,  of  which  the  Company  owns
          approximately  77%  of  the  outstanding  capital  shares,  and
          Weingarten/Investments,  Inc.,  of  which  the Company owns 95% of the
          outstanding  common  stock),  free and clear of any security interest,
          mortgage,  pledge,  lien,  encumbrance,  claim  or  equity.

               (v)     The  Company  has  an  authorized  capitalization  as set
          forth  in  the  Prospectus  as  amended or supplemented and all of the
          issued  shares  of  capital  stock  of  the  Company  (including  the
          Designated  Shares being delivered at such Time of Delivery) have been
          duly  and  validly  authorized  and  issued  and  are  fully  paid and
          non-assessable.

               (vi)     To  the best of such counsel's knowledge and other than
          as  set  forth  in  the Prospectus, there are no legal or governmental
          proceedings pending to which the Company or any of its subsidiaries is
          a  party  or  of  which  any  property  of  the  Company  or  any  its
          subsidiaries is the subject other than as set forth in the Prospectus,
          which,  if  determined  adversely  to  the  Company  or  any  of  its
          subsidiaries,  would  individually or in the aggregate have a material
          adverse  effect  on  the  current  or  future  consolidated  financial


                                       16
<PAGE>



          position, shareholders' equity or results of operations of the Company
          and its subsidiaries; and, to the best of such counsel's knowledge, no
          such  proceedings  are  threatened  or  contemplated  by  governmental
          authorities  or  threatened  by  others.

               (vii)   This  Agreement and  the Pricing  Agreement with  respect
          to  the  Designated  Shares  have  been  duly authorized, executed and
          delivered  by  the  Company.

               (viii)  The Designated Shares conform to the  description thereof
          in  the  Prospectus  as  amended  or  supplemented.

               (ix)    The  issue  and sale  of the Shares and the compliance by
          the  Company  with  all  of  the  provisions of this Agreement and any
          Pricing Agreement, and the consummation of the transactions herein and
          therein  contemplated  will not conflict with or result in a breach or
          violation  of  any  of  the  terms  or  provisions of, or constitute a
          default  under, any indenture, mortgage, deed of trust, loan agreement
          or  other  agreement  or instrument to which the Company or any of its
          subsidiaries  is  a  party  or  by  which  the  Company  or any of its
          subsidiaries is bound or to which any of the property or assets of the
          Company  or  any  of its subsidiaries is subject, nor will such action
          result  in any violation of the provisions of the Declaration of Trust
          or  By-laws  of  the  Company  or  any  statute  or any order, rule or
          regulation  of  any  court  or  governmental  agency  or  body  having
          jurisdiction  over  the  Company  or any of its subsidiaries or any of
          their  respective  properties.

               (x)     No consent,  approval, authorization, order, registration
          or  qualification  of or with any such court or governmental agency or
          body  is  required  for the issue and sale of the Designated Shares or
          the  consummation  by  the Company of the transactions contemplated by
          this  Agreement or the Pricing Agreement, except such as have been, or
          will  have  been prior to the Time of Delivery, obtained under the Act
          and such consents, approvals, authorizations, orders, registrations or
          qualifications  as  may be required under state securities or Blue Sky
          laws  in  connection  with  the  purchase  and  distribution  of  the
          Designated  Shares  by  the  Underwriters.

               (xi)    The  information  set  forth  in  the  Prospectus,  under
          the  captions  "Description  of  Debt  Securities and Convertible Debt
          Securities,"  "Description  of  Capital  Shares,"  "Description  of
          Securities  Warrants,"  "Description  of  Other Classes of Outstanding
          Shares,"  "Federal  Income Tax Considerations," "Plan of Distribution"
          and "Underwriting," to the extent such information constitutes matters
          of law, summaries of legal matters, documents or proceedings, or legal
          conclusions,  has  been  reviewed  by  them  and  is  correct.

               (xii)   Based  upon  review of such  documents,  certificates and
          records  as  counsel has deemed necessary to express its opinion, upon
          its  discussions  with  management  of  the  Company,  independent
          accountants  for  the  Company  and  with  certain shareholders of the
          Company  and  based  upon  the  facts  set  forth  in  the


                                       17
<PAGE>



          Registration  Statement,  certain  assumptions  and  certain
          representations  made to it by the Company's management and by certain
          of  its  shareholders,  counsel is of the view that, as of the date of
          its opinion the Company's form of organization and its share ownership
          is  such as to enable the Company to meet the requirements of the Code
          for  qualifications  as  a real estate investment trust thereunder and
          that  its  income,  assets and method of operations have allowed it to
          qualify  as  a real estate investment trust for its taxable year ended
          December  31,  1985  and  all  years  thereafter,  and  its  currently
          contemplated future assets, income and method of operations should put
          it  in a position to qualify to be treated as a real estate investment
          trust  for  the  calendar  year  2001.

               (xiii)  The  Company  is  not  and,  after  giving  effect to the
          offering and sale of the Designated Shares, will not be an "investment
          company" or an entity "controlled" by an "investment company," as such
          terms  are  defined  in  the  Investment  Company  Act;

               (xiv)   The documents incorporated by reference in the Prospectus
          as  amended  or  supplemented (other than the financial statements and
          related  schedules  therein,  as to which such counsel need express no
          opinion),  when  they  became  effective  or  were  filed  with  the
          Commission,  as  the  case may be, complied as to form in all material
          respects  with  the  requirements  of  the Act or the Exchange Act, as
          applicable,  and  the  rules  and  regulations  of  the  Commission
          thereunder;  and  they  have  no  reason  to  believe that any of such
          documents,  when  they  became effective or were so filed, as the case
          may  be,  contained,  in  the  case  of a registration statement which
          became effective under the Act, an untrue statement of a material fact
          or  omitted  to state a material fact required to be stated therein or
          necessary  to  make the statements therein not misleading, and, in the
          case of other documents which were filed under the Act or the Exchange
          Act  with  the  Commission,  an untrue statement of a material fact or
          omitted  to  state  a  material  fact  necessary  in order to make the
          statements therein, in the light of the circumstances under which they
          were  made  when  such  documents  were  so  filed,  not  misleading.

               (xv)    The Registration Statement and the Prospectus as  amended
          or  supplemented  and  any  further amendments and supplements thereto
          made  by  the Company prior to the Time of Delivery for the Designated
          Shares  (other  than  the  financial  statements and related schedules
          therein,  as  to which such counsel need express no opinion) comply as
          to  form in all material respects with the requirements of the Act and
          the  rules and regulations thereunder; although they do not assume any
          responsibility  for  the  accuracy,  completeness  or  fairness of the
          statements  contained in the Registration Statement or the Prospectus,
          except for those referred to in the opinion in subsection (xi) of this
          Section 7(c), they have no reason to believe that, as of its effective
          date,  the  Registration  Statement  or  any further amendment thereto
          (other than the financial statements and related schedules therein, as
          to  which  such  counsel  need express no opinion) contained an untrue
          statement  of  a  material  fact  or  omitted to state a material fact
          required  to  be  stated  therein  or necessary to make the statements


                                       18
<PAGE>



          thereinnot  misleading  or  that  the  Prospectus  as  amended  or
          supplemented  (other  than  the  financial  statements  and  related
          schedules  therein, as to which such counsel need express no opinion),
          at the time the Prospectus was issued, at the time any such amended or
          supplemented  prospectus  was  issued  or  at  the  Time  of Delivery,
          contained  or  contains  an  untrue  statement  of  a material fact or
          omitted  or  omits  to  state  a  material  fact necessary to make the
          statements therein, in the light of the circumstances under which they
          were  made,  not  misleading.

          (d)     On  the  date of the Pricing Agreement for such Designated
          Shares  and  at  the  Time of Delivery for such Designated Shares, the
          independent  public  accountants of the Company who have certified the
          financial  statements  of the Company and its subsidiaries included or
          incorporated  by  reference  in  the Registration Statement shall have
          furnished  to  the  Representatives  a  letter,  dated the date of the
          Pricing  Agreement  and  the  Time  of  Delivery, respectively, to the
          effect  set  forth in Annex II hereto, and with respect to such letter
                                --------
          dated  such  Time  of  Delivery,  as  to  such  other  matters  as the
          Representatives  may  reasonably  request  and  in  form and substance
          satisfactory  to  the  Representatives;

          (e)     (i) Neither the Company nor any of its subsidiaries shall have
          sustained  since  the  date of the latest audited financial statements
          included  or  incorporated  by  reference in the Prospectus as amended
          prior  to the date of the Pricing Agreement relating to the Designated
          Shares  any  loss  or  interference  with  its  business  from  fire,
          explosion, flood or other calamity, or from any labor dispute or court
          or  governmental  action,  order  or  decree,  or any material adverse
          change  in  the condition, financial or otherwise, or in the earnings,
          business  affairs  or  business  prospects  of  the  Company  and  its
          subsidiaries  considered  as one enterprise, whether or not arising in
          the  ordinary  course  of  business,  otherwise  than  as set forth or
          contemplated  in  the  Prospectus  as amended prior to the date of the
          Pricing  Agreement  relating  to the Designated Shares, and (ii) since
          the  respective  dates  as  of  which  information  is  given  in  the
          Prospectus  as  amended  prior  to  the  date of the Pricing Agreement
          relating to the Designated Shares there shall not have been any change
          in  the capital stock of the Company or any change in the consolidated
          long-term  debt of the Company and its subsidiaries or any decrease in
          consolidated  net  current  assets or net assets or any change, or any
          development  involving  a  prospective  change,  in  or  affecting the
          general  affairs, management, financial position, shareholders' equity
          or  results  of  operations  of  the  Company  and  its  subsidiaries,
          otherwise  than  as  set  forth  or  contemplated in the Prospectus as
          amended  prior  to  the  date of the Pricing Agreement relating to the
          Designated  Shares, the effect of which, in any such case described in
          clause  (i)  or  (ii),  is  in  the judgment of the Representatives so
          material  and  adverse  as  to make it impracticable or inadvisable to
          proceed  with  the  public  offering or the delivery of the Designated
          Shares  on  the terms and in the manner contemplated in the Prospectus
          as  first  amended  or supplemented relating to the Designated Shares;

          (f)     On or after the date of the Pricing Agreement relating  to the
          Designated Shares (i) no downgrading shall have occurred in the rating


                                       19
<PAGE>



          accorded  the  Company's  debt  securities  or preferred shares by any
          "nationally  recognized statistical rating organization," as that term
          is  defined by the Commission for purposes of Rule 436(g)(2) under the
          Act  and  (ii) no such organization shall have publicly announced that
          it  has  under  surveillance  or  review,  with  possible  negative
          implications,  its  rating  of any of the Company's debt securities or
          preferred  shares;

          (g)     On or after the date of the Pricing Agreement relating to  the
          Designated  Shares there shall not have occurred any of the following:
          (i)  a  suspension  or  material  limitation  in trading in securities
          generally  on  the  New  York  Stock  Exchange;  (ii)  a suspension or
          material  limitation in trading in the Company's securities on the New
          York  Stock Exchange; (iii) a general moratorium on commercial banking
          activities  in  New York or Texas declared by either Federal, Texas or
          New  York  authorities, or a material disruption in commercial banking
          or  securities  settlement or clearance services in the United States;
          or (iv) the outbreak or escalation of hostilities involving the United
          States or the declaration by the United States of a national emergency
          or  war, if the effect of any such event specified in this clause (iv)
          in  the  judgment  of  the  Representatives  makes it impracticable or
          inadvisable to proceed with the public offering or the delivery of the
          Designated  Shares  on the terms and in the manner contemplated in the
          Prospectus as first amended or supplemented relating to the Designated
          Shares;  and

          (h)     The Company  shall have furnished  or  caused  to be furnished
          to  the  Representatives  at  the  Time of Delivery for the Designated
          Shares  a  certificate  or  certificates  of  officers  of the Company
          satisfactory  to  the  Representatives  as  to  the  accuracy  of  the
          representations and warranties of the Company herein at and as of such
          Time  of  Delivery, as to the performance by the Company of all of its
          obligations  hereunder  to  be  performed  at or prior to such Time of
          Delivery,  as  to  the matters set forth in subsections (a) and (e) of
          this  Section  and as to such other matters as the Representatives may
          reasonably  request.

               8.     (a)     The  Company will indemnify and hold harmless each
          Underwriter  against any losses, claims, damages or liabilities, joint
          or  several,  to  which such Underwriter may become subject, under the
          Act  or  otherwise,  insofar  as  such  losses,  claims,  damages  or
          liabilities  (or actions in respect thereof) arise out of or are based
          upon  an  untrue  statement  or alleged untrue statement of a material
          fact  contained  in  any  Preliminary  Prospectus,  any  preliminary
          prospectus  supplement,  the Registration Statement, the Prospectus as
          amended  or  supplemented  and  any  other  prospectus relating to the
          Shares,  or  any  amendment  or  supplement  thereto  (including  the
          information deemed to be a part of the Registration Statement pursuant
          to  Rule  434  under  the  Act, if applicable), or arise out of or are
          based  upon  the  omission  or  alleged  omission  to  state therein a
          material  fact  required to be stated therein or necessary to make the
          statements  therein  not  misleading,  against  any  and  all  loss,
          liability,  claim,  damage and expense whatsoever, as incurred, to the
          extent  of  the aggregate amount paid in settlement of any litigation,


                                       20
<PAGE>



          or any investigation or proceeding by any governmental agency or body,
          commenced  or  threatened,  or  of any claim whatsoever based upon any
          such  untrue  statement  or  omission,  or  any  such  alleged  untrue
          statement  or  omission  if  any  such settlement is effected with the
          written  consent  of  the Company, and will reimburse each Underwriter
          for  any  legal  or  other  expenses  reasonably  incurred  by  such
          Underwriter  in  connection  with  investigating or defending any such
          action or claim as such expenses are incurred; provided, however, that
          the  Company  shall  not be liable in any such case to the extent that
          any  such  loss,  claim, damage or liability arises out of or is based
          upon  an  untrue  statement or alleged untrue statement or omission or
          alleged  omission  made in any Preliminary Prospectus, any preliminary
          prospectus  supplement,  the Registration Statement, the Prospectus as
          amended  or  supplemented  and  any  other  prospectus relating to the
          Shares,  or  any  such amendment or supplement in reliance upon and in
          conformity  with  written  information furnished to the Company by any
          Underwriter of Designated Shares through the Representatives expressly
          for  use in the Prospectus as amended or supplemented relating to such
          Shares.

          (b)     Each Underwriter will  indemnify and hold harmless the Company
          against  any  losses,  claims,  damages  or  liabilities  to which the
          Company  may  become  subject,  under the Act or otherwise, insofar as
          such  losses,  claims,  damages  or liabilities (or actions in respect
          thereof) arise out of or are based upon an untrue statement or alleged
          untrue  statement  of  a  material  fact  contained in any Preliminary
          Prospectus,  any  preliminary  prospectus supplement, the Registration
          Statement,  the  Prospectus  as  amended or supplemented and any other
          prospectus  relating  to  the  Shares,  or any amendment or supplement
          thereto  (including  the  information  deemed  to  be  a  part  of the
          Registration  Statement  pursuant  to  Rule  434  under  the  Act,  if
          applicable), or arise out of or are based upon the omission or alleged
          omission  to  state  therein  a  material  fact  required to be stated
          therein or necessary to make the statements therein not misleading, in
          each  case  to  the  extent,  but only to the extent, that such untrue
          statement  or alleged untrue statement or omission or alleged omission
          was  made  in  any  Preliminary Prospectus, any preliminary prospectus
          supplement,  the  Registration Statement, the Prospectus as amended or
          supplemented  and  any other prospectus relating to the Shares, or any
          such  amendment  or supplement in reliance upon and in conformity with
          written  information  furnished  to  the  Company  by such Underwriter
          through  the  Representatives  expressly  for  use  therein;  and will
          reimburse  the  Company  for  any  legal  or other expenses reasonably
          incurred  by the Company in connection with investigating or defending
          any  such  action  or  claim  as  such  expenses  are  incurred.

          (c)     Promptly  after  receipt  by  an  indemnified  party  under
          subsection  (a)  or  (b)  above  of  notice of the commencement of any
          action, such indemnified party shall, if a claim in respect thereof is
          to  be  made  against  the  indemnifying  party under such subsection,
          notify  the indemnifying party in writing of the commencement thereof;
          but the omission so to notify the indemnifying party shall not relieve
          it  from  any  liability  which  it  may have to any indemnified party
          otherwise than under such subsection. In case any such action shall be


                                       21
<PAGE>



          brought  against  any  indemnified  party  and  it  shall  notify  the
          indemnifying party of the commencement thereof, the indemnifying party
          shall  be  entitled  to participate therein and, to the extent that it
          shall  wish,  jointly  with  any  other  indemnifying  party similarly
          notified,  to assume the defense thereof, with counsel satisfactory to
          such  indemnified party (who shall not, except with the consent of the
          indemnified  party,  be counsel to the indemnifying party), and, after
          notice  from  the  indemnifying party to such indemnified party of its
          election  so  to  assume  the  defense thereof, the indemnifying party
          shall  not  be  liable to such indemnified party under such subsection
          for  any  legal  expenses of other counsel (unless separate counsel is
          required  due  to conflict of interest) or any other expenses, in each
          case  subsequently  incurred  by such indemnified party, in connection
          with the defense thereof other than reasonable costs of investigation.
          No  indemnifying party shall, without the prior written consent of the
          indemnified  parties,  settle or compromise or consent to the entry of
          any  judgement with respect to any litigation, or any investigation or
          proceeding  by  any  governmental  agency  or  body,  commenced  or
          threatened,  or  any  claim  whatsoever  in  respect  of  which
          indemnification  or contribution could be sought under this subsection
          (a) or (b) above (whether or not the indemnified parties are actual or
          potential  parties  thereto),  unless  such  settlement, compromise or
          consent  (i)  includes  an  unconditional  release of each indemnified
          party  from  all  liability  arising  out  of  such  litigation,
          investigation,  proceeding  or  claim  and  (ii)  does  not  include a
          statement  as to or an admission of fault, culpability or a failure to
          act  by  or  on  behalf  of  any  indemnified  party.

          (d)     If  the  indemnification  provided  for in this  Section 8  is
          unavailable  to  or insufficient to hold harmless an indemnified party
          under  subsection  (a)  or (b) above in respect of any losses, claims,
          damages  or  liabilities  (or  actions in respect thereof) referred to
          therein,  then  each indemnifying party shall contribute to the amount
          paid  or payable by such indemnified party as a result of such losses,
          claims, damages or liabilities (or actions in respect thereof) in such
          proportion as is appropriate to reflect the relative benefits received
          by  the Company on the one hand and the Underwriters of the Designated
          Shares  on  the  other  from  the offering of the Designated Shares to
          which  such  loss,  claim,  damage  or liability (or action in respect
          thereof)  relates.  If,  however,  the  allocation  provided  by  the
          immediately  preceding  sentence is not permitted by applicable law or
          if  the  indemnified  party  failed  to give the notice required under
          subsection (c) above, then each indemnifying party shall contribute to
          such  amount  paid  or  payable  by  such  indemnified  party  in such
          proportion  as  is  appropriate  to  reflect  not  only  such relative
          benefits  but  also  the relative fault of the Company on the one hand
          and  the  Underwriters  of  the  Designated  Shares  on  the  other in
          connection  with  the  statements  or omissions which resulted in such
          losses,  claims,  damages  or  liabilities  (or  actions  in  respect
          thereof),  as well as any other relevant equitable considerations. The
          relative  benefits  received  by  the Company on the one hand and such
          Underwriters on the other shall be deemed to be in the same proportion
          as  the  total  net  proceeds  from  such  offering  (before deducting
          expenses)  received  by  the  Company  bear  to the total underwriting
          discounts  and commissions received by such Underwriters. The relative
          fault  shall  be  determined  by  reference  to,  among  other things,


                                       22
<PAGE>



          whether  the  untrue or alleged untrue statement of a material fact or
          the  omission  or alleged omission to state a material fact relates to
          information  supplied  by  the  Company  on  the  one  hand  or  such
          Underwriters on the other and the parties' relative intent, knowledge,
          access  to  information  and  opportunity  to  correct or prevent such
          statement  or omission. The Company and the Underwriters agree that it
          would  not  be  just  and  equitable  if contribution pursuant to this
          subsection  (d)  were  determined  by pro rata allocation (even if the
          Underwriters  were  treated  as one entity for such purpose) or by any
          other  method  of  allocation  which  does  not  take  account  of the
          equitable considerations referred to above in this subsection (d). The
          amount  paid  or  payable  by  an indemnified party as a result of the
          losses, claims, damages or liabilities (or actions in respect thereof)
          referred  to  above  in this subsection (d) shall be deemed to include
          any  legal  or  other expenses reasonably incurred by such indemnified
          party in connection with investigating or defending any such action or
          claim.  Notwithstanding  the  provisions  of  this  subsection (d), no
          Underwriter  shall  be  required to contribute any amount in excess of
          the amount by which the total price at which the applicable Designated
          Shares  underwritten  by it and distributed to the public were offered
          to the public exceeds the amount of any damages which such Underwriter
          has otherwise been required to pay by reason of such untrue or alleged
          untrue  statement or omission or alleged omission. No person guilty of
          fraudulent  misrepresentation  (within the meaning of Section 11(f) of
          the Act) shall be entitled to contribution from any person who was not
          guilty  of  such  fraudulent misrepresentation. The obligations of the
          Underwriters of Designated Shares in this subsection (d) to contribute
          are several in proportion to their respective underwriting obligations
          with  respect  to  such  Shares  and  not  joint.

          (e)     The obligations of the Company under this Section 8  shall  be
          in  addition to any liability which the Company may otherwise have and
          shall  extend,  upon the same terms and conditions, to each person, if
          any,  who  controls any Underwriter within the meaning of the Act; and
          the  obligations  of the Underwriters under this Section 8 shall be in
          addition  to  any  liability  which  the  respective  Underwriters may
          otherwise  have  and shall extend, upon the same terms and conditions,
          to  each  officer and trust manager of the Company and to each person,
          if  any,  who  controls  the  Company  within  the meaning of the Act.

          9.     (a)  If  any  Underwriter shall default in its obligation to
          purchase  the  Designated Shares which it has agreed to purchase under
          the  Pricing  Agreement  relating  to  such  Designated  Shares,  the
          Representatives  may  in  their  discretion  arrange for themselves or
          another  party  or other parties to purchase such Designated Shares on
          the  terms  contained  herein.  If  within thirty-six hours after such
          default  by any Underwriter the Representatives do not arrange for the
          purchase of such Designated Shares, then the Company shall be entitled
          to  a  further  period  of  thirty-six  hours  within which to procure
          another  party or other parties satisfactory to the Representatives to
          purchase  such  Designated  Shares  on  such terms. In the event that,
          within  the  respective  prescribed period, the Representatives notify


                                       23
<PAGE>



          the  Company  that  they  have  so  arranged  for the purchase of such
          Designated Shares, or the Company notifies the Representatives that it
          has  so  arranged  for  the  purchase  of  such Designated Shares, the
          Representatives  or  the  Company shall have the right to postpone the
          Time  of  Delivery for such Designated Shares for a period of not more
          than  seven  days,  in order to effect whatever changes may thereby be
          made  necessary  in  the  Registration  Statement or the Prospectus as
          amended  or  supplemented,  or in any other documents or arrangements,
          and  the Company agrees to file promptly any amendments or supplements
          to  the  Registration Statement or the Prospectus which in the opinion
          of  the  Representatives  may  thereby  be  made  necessary.  The term
          "Underwriter"  as  used  in  this  Agreement  shall include any person
          substituted  under this Section with like effect as if such person had
          originally  been a party to the Pricing Agreement with respect to such
          Designated  Shares.

          (b)     If,  after giving effect to  any arrangements for the purchase
          of  the  Designated Shares of a defaulting Underwriter or Underwriters
          by  the  Representatives and the Company as provided in subsection (a)
          above,  the  aggregate  number of such Designated Shares which remains
          unpurchased  does  not exceed one-tenth of the aggregate number of the
          Designated  Shares,  then  the Company shall have the right to require
          each  non-defaulting  Underwriter to purchase the number of Designated
          Shares  which  such  Underwriter  agreed to purchase under the Pricing
          Agreement  relating  to  such  Designated  Shares and, in addition, to
          require each non-defaulting Underwriter to purchase its pro rata share
          (based  on  the  number  of  Designated  Shares which such Underwriter
          agreed  to  purchase  under  such Pricing Agreement) of the Designated
          Shares  of  such defaulting Underwriter or Underwriters for which such
          arrangements  have  not  been made; but nothing herein shall relieve a
          defaulting  Underwriter  from  liability  for  its  default.

          (c)     If,  after giving effect to  any arrangements for the purchase
          of  the  Designated Shares of a defaulting Underwriter or Underwriters
          by  the  Representatives and the Company as provided in subsection (a)
          above,  the  aggregate  number  of  Designated  Shares  which  remains
          unpurchased  exceeds  one-tenth  of  the  aggregate  number  of  the
          Designated  Shares,  as referred to in subsection (b) above, or if the
          Company shall not exercise the right described in subsection (b) above
          to  require  non-defaulting Underwriters to purchase Designated Shares
          of  a  defaulting  Underwriter  or  Underwriters,  then  the  Pricing
          Agreement  relating  to  such  Designated  Shares  shall  thereupon
          terminate,  without  liability  on  the  part  of  any  non-defaulting
          Underwriter or the Company, except for the expenses to be borne by the
          Company  and  the Underwriters as provided in Section 6 hereof and the
          indemnity and contribution agreements in Section 8 hereof; but nothing
          herein  shall  relieve a defaulting Underwriter from liability for its
          default.

     10.  The respective  indemnities,  agreements,  representations, warranties
and  other  statements of the Company and the several Underwriters, as set forth
in  this  Agreement  or  made by or on behalf of them, respectively, pursuant to
this  Agreement,  shall  remain  in  full  force  and  effect, regardless of any


                                       24
<PAGE>



investigation  (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or  any officer or trust manager or controlling person of the Company, and shall
survive  delivery  of  and  payment  for  the  Shares.

     11.  If  any  Pricing Agreement shall  be  terminated pursuant to Section 9
hereof,  the  Company  shall  not then be under any liability to any Underwriter
with  respect  to the Designated Shares covered by such Pricing Agreement except
as  provided  in  Section  6  and  Section 8 hereof.  If this Agreement shall be
terminated  as  a  result of any of the conditions set forth in Section 7 hereof
(other  than  Section  7(g)(i),  (iii) or (iv)) not being satisfied, the Company
will  reimburse  the  Underwriters  through  the  Representatives  for  all
out-of-pocket  expenses  approved  in  writing by the Representatives, including
fees  and  disbursements  of counsel, reasonably incurred by the Underwriters in
making  preparations  for  the  purchase,  sale  and delivery of such Designated
Shares,  but  the  Company  shall  then  be  under  no  further liability to any
Underwriter  with  respect  to  such  Designated  Shares  except  as provided in
Sections  6  and  8  hereof.

     12.  In all dealings  hereunder, the Representatives of the Underwriters of
Designated  Shares  shall  act  on  behalf of each of such Underwriters, and the
parties  hereto  shall  be entitled to act and rely upon any statement, request,
notice  or  agreement  on  behalf  of  any  Underwriter  made  or  given by such
Representatives  jointly  or  by  such of the Representatives, if any, as may be
designated  for  such  purpose  in  the  Pricing  Agreement.

     All  statements,  requests,  notices and agreements hereunder  shall  be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing  Agreement;  and  if  to the Company shall be delivered or sent by mail,
telex  or  facsimile transmission to the address of the Company set forth in the
Registration Statement: Attention: Secretary; provided, however, that any notice
to  an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail,  telex  or  facsimile  transmission to such Underwriter at its address set
forth  in  its  Underwriters'  Questionnaire,  or  telex  constituting  such
Questionnaire,  which  address  will  be  supplied  to  the  Company  by  the
Representatives  upon  request.  Any  such  statements,  requests,  notices  or
agreements  shall  take  effect  upon  receipt  thereof.

     13.  This  Agreement and each  Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the extent
provided  in  Sections  8  and 10 hereof, the officers and trust managers of the
Company  and  each person who controls the Company or any Underwriter, and their
respective  heirs,  executors,  administrators,  successors  and assigns, and no
other  person  shall  acquire  or  have  any  right  under  or by virtue of this
Agreement or any such Pricing Agreement.  No purchaser of any of the Shares from
any  Underwriter  shall be deemed a successor or assign by reason merely of such
purchase.

     14.  Time  shall  be  of the  essence of  each Pricing Agreement.  As  used
herein,  "business  day"  shall  mean  any  day  when the Commission's office in
Washington,  D.C.  is  open  for  business.

     15.  This Agreement and  each  Pricing  Agreement  shall be governed by and
construed  in  accordance  with  the  laws  of  the  State  of  New  York.


                                       25
<PAGE>



     16.  This  Agreement and each Pricing Agreement may be executed by  any one
or more of the parties hereto and thereto in any number of counterparts, each of
which  shall  be  deemed to be an original, but all such respective counterparts
shall  together  constitute  one  and  the  same  instrument.

     If the  foregoing  is  in  accordance  with your understanding, please sign
and return  to  us  four  counterparts  hereof.

                                          Very  truly  yours,

                                          WEINGARTEN  REALTY  INVESTORS

                                          By:    /s/  Stephen  C.  Richter
                                             ---------------------------------
                                             Name:  Stephen  C.  Richter
                                             Title:  Chief  Financial  Officer



Accepted  as  of  the  date  hereof:

MERRILL  LYNCH,  PIERCE,  FENNER  &  SMITH
       INCORPORATED
BANC  OF  AMERICA  SECURITIES  LLC
FIRST  UNION  SECURITIES,  INC.
MCDONALD  INVESTMENTS  INC.


BY:  MERRILL  LYNCH,  PIERCE,  FENNER  &  SMITH
       INCORPORATED

By:    /s/  John  P.  Case
     ------------------------
       Authorized  Signatory


                                       26
<PAGE>









                                                                         ANNEX I
                                                                         -------

                                Pricing Agreement
                                -----------------

[Name(s)  of  Representative(s)]
  As  Representatives  of  the  several
  Underwriters  named  in  Schedule  I  hereto,
[Name  and  address  of  Representative]







                                                        _________________,  200_







Dear  Sirs:

     Weingarten  Realty  Investors,  a  Texas  real estate investment trust (the
"Company"),  proposes,  subject to the terms and conditions stated herein and in
the  Underwriting  Agreement,  dated _______________ __, 200_ (the "Underwriting
Agreement"),  between  the Company on the one hand and [names of Representatives
named therein] on the other hand, to issue and sell to the Underwriters named in
Schedule  I  hereto  (the  "Underwriters")  the  Shares specified in Schedule II
hereto  (the  "Designated  Shares").  Each of the provisions of the Underwriting
Agreement  is  incorporated  herein  by  reference in its entirety, and shall be
deemed  to  be a part of this Agreement to the same extent as if such provisions
had  been  set  forth  in  full  herein;  and  each  of  the representations and
warranties  set forth therein shall be deemed to have been made at and as of the
date  of  this  Pricing  Agreement, except that each representation and warranty
which  refers to the Prospectus in Section 2 of the Underwriting Agreement shall
be  deemed to be a representation or warranty as of the date of the Underwriting
Agreement  in  relation  to  the  Prospectus  (as  therein  defined), and also a
representation and warranty as of the date of this Pricing Agreement in relation
to  the  Prospectus as amended or supplemented relating to the Designated Shares
which  are  the  subject  of  this  Pricing  Agreement.  Each  reference  to the
Representatives  herein  and  in the provisions of the Underwriting Agreement so
incorporated  by  reference  shall  be deemed to refer to you.  Unless otherwise
defined  herein,  terms defined in the Underwriting Agreement are used herein as
therein  defined.  The  Representatives  designated  to  act  on  behalf  of the
Representatives  and  on  behalf  of  each of the Underwriters of the Designated
Shares  pursuant  to Section 12 of the Underwriting Agreement and the address of
the  Representatives  referred to in such Section 12 are set forth at the end of
Schedule  II  hereto.

     An  amendment  to  the  Registration  Statement,  or  a  supplement  to the
Prospectus,  as  the case may be, relating to the Designated Shares, in the form
heretofore  delivered  to  you  is now proposed to be filed with the Commission.

     Subject  to  the  terms  and  conditions  set  forth  herein  and  in  the
Underwriting  Agreement  incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally  and  not jointly, to purchase from the Company, at the time and place
and  at  the purchase price to the Underwriters set forth in Schedule II hereto,
the  number of Designated Shares set forth opposite the name of such Underwriter
in  Schedule  I  hereto.

     If  the foregoing is in accordance with your understanding, please sign and
return  to  us  ____  counterparts hereof, and upon acceptance hereof by you, on
behalf  of  each  of  the  Underwriters, this letter and such acceptance hereof,
including  the  provisions  of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and  the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a  form of Agreement among Underwriters, the form of which shall be submitted to
the  Company  for  examination upon request, but without warranty on the part of
the  Representatives  as  to  the  authority  of  the  signers  thereof.

                                                 Very  truly  yours,

                                                 WEINGARTEN  REALTY  INVESTORS

                                                 By:  ________________________
                                                      Name:
                                                      Title:



Accepted  as  of  the  date  hereof:

[Name  of  Representatives]

By_______________________

On  behalf  of  each  of  the  Underwriters


<PAGE>
                                   SCHEDULE I
                                   ----------


                                                           Number of
                                                       Designated Shares
       Underwriter                                      to be Purchased
       -----------                                   ---------------------




















            Total . . . . . . . . . . . . . . . . . . . . . . . .  ------------


<PAGE>



                                   SCHEDULE II
                                   -----------

TITLE  OF  DESIGNATED  SHARES:

[DATE  OF  BOARD  RESOLUTION  ESTABLISHING  DESIGNATED  SHARES:]

NUMBER  OF  DESIGNATED  SHARES:

INITIAL  OFFERING  PRICE  TO  PUBLIC:

     [$  ___  per  share]  [Formula]

PURCHASE  PRICE  BY  UNDERWRITERS:

     [$  ___  per  share]  [Formula]

[COMMISSION  PAYABLE  TO  UNDERWRITERS:

     $  ___  per  share]

SPECIFIED  FUNDS  FOR  PAYMENT  OF  PURCHASE  PRICE:

     [New  York]  Clearing  House  funds

DIVIDEND  RATE:

     [   %  per  annum]

DIVIDEND  PAYMENT  DATES:

     [months  and  dates]

DIVIDEND  RIGHTS:

     [Non-]  cumulative,  [deferred]

VOTING  RIGHTS:

LIQUIDATION  RIGHTS:

PREEMPTIVE  AND  CONVERSION  RIGHTS:

REDEMPTION  PROVISIONS:

     [No  provisions  for  redemption]


<PAGE>



     [The Designated Shares may be redeemed, [otherwise than through the sinking
     fund,]  in  whole or in part at the option of the Company, [on or after, at
     the  following  redemption  prices:


                 Year                  Redemption Price
                 ----                  ----------------





     and  thereafter at $per share, together in each case with accrued dividends
     to  the  redemption  date.]

     [on  any  dividend  payment date falling in or after , , at the election of
     the Company, at a redemption price equal to the stated amount thereof, plus
     accrued  dividends  to  the  date  of  redemption.]
     [Other  possible  redemption  provisions, such as mandatory redemption upon
     occurrence  of  certain  events  or  redemption  for  changes  in  tax law]

SINKING  FUND  PROVISIONS:

     [None]

     [The  Designated  Shares  are  entitled to the benefit of a sinking fund to
     retire  Designated  Shares on in each of the years through at 100% of their
     stated  amount  plus  accrued  dividends]  [,  together  with  [cumulative]
     [noncumulative]  redemptions  at  the  option  of  the Company to retire an
     additional  Designated  Shares in the years through at 100% of their stated
     amount  plus  accrued  dividends].

TIME  OF  DELIVERY:

CLOSING  LOCATION  FOR  DELIVERY  OF  SHARES:

NAMES  AND  ADDRESSES  OF  REPRESENTATIVES:

     Designated  Representatives:

     Address  for  Notices,  etc.:



[OTHER  TERMS]*:

___________

     *A  description  of  particular  tax,  accounting or other unusual features
(such  as the addition of event risk provisions) of the Designated Shares should
be  set  forth,  or  referenced  to an attached and accompanying description, if
necessary  to ensure agreement as to the terms of the Shares to be purchased and
sold.  Such  a  description  might  appropriately  be  in the form in which such
features  will  be  described  in  the  Prospectus  Supplement for the offering.


<PAGE>



                                                                        ANNEX II
                                                                        --------



Pursuant  to  Section  7(d) of the Underwriting Agreement, the accountants shall
furnish  letters  to  the  Underwriters  to  the  effect  that:

          (i)  They are independent certified public accountants with respect to
     the  Company  and  its  subsidiaries  within the meaning of the Act and the
     applicable  published  rules  and  regulations  thereunder;

         (ii)  In  their opinion, the financial statements and any supplementary
     financial  information and schedules audited (and, if applicable, financial
     forecasts  and/or  pro  forma  financial  information) examined by them and
     included  or incorporated by reference in the Registration Statement or the
     Prospectus  comply  as to form in all material respects with the applicable
     accounting  requirements of the Act or the Exchange Act, as applicable, and
     the related published rules and regulations thereunder; and, if applicable,
     they  have  made  a  review in accordance with standards established by the
     American  Institute  of  Certified  Public  Accountants of the consolidated
     interim  financial statements, selected financial data, pro forma financial
     information,  financial  forecasts  and/or  condensed  financial statements
     derived  from  audited  financial statements of the Company for the periods
     specified  in such letter, as indicated in their reports thereon, copies of
     which  have  been  [separately]  furnished  to  the  representative  or
     representatives  of  the  Underwriters (the "Representatives") such term to
     include  an  Underwriter  or  Underwriters  who  act without any firm being
     designated  as  its  or  their  representatives  [and are attached hereto];

        (iii)  They  have made a review in accordance with standards established
     by  the American Institute of Certified Public Accountants of the unaudited
     condensed  consolidated  statements  of income, consolidated balance sheets
     and consolidated statements of cash flows included in the Prospectus and/or
     included  in  the  Company's  quarterly report on Form 10-Q incorporated by
     reference  into  the  Prospectus  as indicated in their reports thereon, as
     applicable,  copies  of  which  [have  been  separately  furnished  to  the
     Representatives][are  attached  hereto];  and  on  the  basis  of specified
     procedures  including  inquiries  of  officials  of  the  Company  who have
     responsibility  for  financial and accounting matters regarding whether the
     unaudited  condensed  consolidated  financial  statements  referred  to  in
     paragraph  (vi)(A)(i) below comply as to form in all material respects with
     the  applicable  accounting  requirements of the [Act and the Exchange] Act
     and  the  related  published  rules  and regulations, nothing came to their
     attention  that  caused  them  to  believe  that  the  unaudited  condensed
     consolidated  financial statements do not comply as to form in all material
     respects  with  the  applicable accounting requirements of the [Act and the
     Exchange]  Act  and  the  related  published  rules  and  regulations;

       (iv)  The  unaudited  selected  financial information with respect to the
     consolidated  results  of  operations and financial position of the Company
     for  the  five  most  recent  fiscal  years  included in the Prospectus and
     included  or  incorporated  by  reference in Item 6 of the Company's Annual
     Report  on  Form  10-K  for  the  most  recent  fiscal year agrees with the
     corresponding  amounts  (after restatement where applicable) in the audited
     consolidated  financial  statements  for  five such fiscal years which were
     included  or  incorporated  by reference in the Company's Annual Reports on
     Form  10-K  for  such  fiscal  years;

        (v)  They have compared the information in the Prospectus under selected
     captions  with  the  disclosure  requirements  of Regulation S-K and on the
     basis  of limited procedures specified in such letter nothing came to their
     attention  as  a  result  of  the  foregoing procedures that caused them to
     believe  that  this  information  does not conform in all material respects
     with  the  disclosure  requirements  of  Items  301,  302,  402  and 503(d)
     respectively,  of  Regulation  S-K;

       (vi)  On the basis of limited procedures, not constituting an examination
     in  accordance  with generally accepted auditing standards, consisting of a
     reading  of  the  unaudited  financial  statements  and  other  information


<PAGE>



     referred  to  below,  a  reading  of the latest available interim financial
     statements  of  the  Company and its subsidiaries, inspection of the minute
     books  of  the  Company  and  its subsidiaries since the date of the latest
     audited  financial  statements included or incorporated by reference in the
     Prospectus,  inquiries  of  officials  of  the Company and its subsidiaries
     responsible  for  financial and accounting matters and such other inquiries
     and  procedures  as  may be specified in such letter, nothing came to their
     attention  that  caused  them  to  believe  that:

              (A)  (i)  the  unaudited  condensed  consolidated  statements  of
          income,  consolidated  balance  sheets  and consolidated statements of
          cash  flows included in the Prospectus and/or included or incorporated
          by  reference  in  the  Company's  Quarterly  Reports  on  Form  10-Q
          incorporated  by  reference in the Prospectus do not comply as to form
          in  all  material respects with the applicable accounting requirements
          of  the  Exchange Act and the related published rules and regulations,
          or  (ii)  any  material  modifications should be made to the unaudited
          condensed  consolidated  statements  of  income,  consolidated balance
          sheets  and  consolidated  statements  of  cash  flows included in the
          Prospectus or included in the Company's Quarterly Reports on Form 10-Q
          incorporated  by  reference  in  the  Prospectus  for  them  to  be in
          conformity  with  generally  accepted  accounting  principles;

              (B)  any  other  unaudited income statement data and balance sheet
          items  included  in the Prospectus do not agree with the corresponding
          items  in  the  unaudited consolidated financial statements from which
          such  data  and  items  were  derived, and any such unaudited data and
          items were not determined on a basis substantially consistent with the
          basis  for  the  corresponding  amounts  in  the  audited consolidated
          financial  statements  included  or  incorporated  by reference in the
          Company's  Annual Report on Form 10-K for the most recent fiscal year;

              (C)  the unaudited financial statements  which  were  not included
          in  the Prospectus but from which were derived the unaudited condensed
          financial  statements  referred  to  in  clause  (A) and any unaudited
          income  statement  data  and  balance  sheet  items  included  in  the
          Prospectus  and  referred  to  in  Clause (B) were not determined on a
          basis  substantially  consistent  with  the  basis  for  the  audited
          financial  statements  included  or  incorporated  by reference in the
          Company's  Annual Report on Form 10-K for the most recent fiscal year;

              (D)  any  unaudited  pro  forma  consolidated condensed  financial
          statements  included or incorporated by reference in the Prospectus do
          not  comply  as  to  form in all material respects with the applicable
          accounting  requirements  of  the  Act  and  the  published  rules and
          regulations  thereunder  or  the  pro  forma adjustments have not been
          properly applied to the historical amounts in the compilation of those
          statements;

              (E)  as of a  specified  date not more than five days prior to the
          date  of  such letter, there have been any changes in the consolidated
          capital  stock (other than issuances of capital stock upon exercise of
          options  and  stock appreciation rights, upon earn-outs of performance
          shares  and  upon  conversions of convertible securities, in each case
          which  were  outstanding  on  the  date  of  the  latest balance sheet
          included  or  incorporated  by  reference  in  the  Prospectus) or any
          increase  in  the  consolidated  long-term debt of the Company and its
          subsidiaries,  or  any decreases in consolidated net current assets or
          net  assets  or  shareholders'  equity or other items specified by the
          Representatives,  or  any  increases  in  any  items  specified by the
          Representatives,  in  each  case as compared with amounts shown in the
          latest  balance  sheet  included  or  incorporated by reference in the
          Prospectus,  except  in  each case for changes, increases or decreases
          which the Prospectus discloses have occurred or may occur or which are
          described  in  such  letter;  and

              (F)  for  the  period  from  the  date  of  the  latest financial
          statements  included or incorporated by reference in the Prospectus to
          the  specified date referred to in Clause (E) there were any decreases
          in total revenues or net income or net income per share or other items
          specified  by  the  Representatives,  or  any  increases  in any items
          specified  by  the  Representatives, in each case as compared with the
          comparable  period  of the preceding year and with any other period of
          corresponding  length specified by the Representatives, except in each
          case  for  increases  or decreases which the Prospectus discloses have
          occurred  or  may  occur  or  which  are described in such letter; and

        (vii)  In  addition to the audit referred to in their report(s) included
or  incorporated  by  reference  in  the  Prospectus and the limited procedures,
inspection  of  minute  books,  inquiries  and  other  procedures referred to in
paragraphs  (iii)  and  (vi)  above,  they  have  carried  out certain specified
procedures,  not  constituting  an  audit  in accordance with generally accepted
auditing  standards,  with respect to certain amounts, percentages and financial
information  specified by the Representatives which are derived from the general
accounting  records  of  the  Company  and its subsidiaries, which appear in the
Prospectus (excluding documents incorporated by reference), or in Part II of, or
in  exhibits  and  schedules  to,  the  Registration  Statement specified by the
Representatives  or  in  documents  incorporated  by reference in the Prospectus
specified  by  the  Representatives,  and have compared certain of such amounts,
percentages and financial information with the accounting records of the Company
and  its  subsidiaries  and  have  found  them  to  be  in  agreement.

     All  references in this Annex II to the Prospectus shall be deemed to refer
                             --------
to the Prospectus (including the documents incorporated by reference therein) as
defined  in the Underwriting Agreement as of the date of the letter delivered on
the  date  of  the  Pricing  Agreement  for  purposes  of such letter and to the
Prospectus  as  amended or supplemented (including the documents incorporated by
reference  therein) in relation to the applicable Designated Shares for purposes
of  the  letter  delivered  at  the Time of Delivery for such Designated Shares.


<PAGE>


                                                                       ANNEX III
                                                                       ---------


        Alabama-Shepherd  Shopping  Center
        AN/WRI  Partnership,  Ltd.
        East  Town,  Lake  Charles  Co.
        Eastex  Venture
        Jacinto  City,  Ltd.
        Lisbon  Street  Shopping  Trust
        Main/O.S.T.,  Ltd.
        Markham  West  Shopping  Center,  L.P.
        NEC  Dalrock  and  SH  66,  Ltd.
        Northwest  Hollister  Venture
        Phelan  Boulevard  Venture
        Rosenberg,  Ltd.
        S/W  Albuquerque,  L.P.
        Sheldon  Center,  Ltd.
        South  Loop-Long  Wayside  Company
        SPM/WRI  College  Station,  L.P.
        SPM/WRI  Rockwall,  L.P.
        Weingarten/Bridges  at  Smoky  Hills
        Weingarten/Finger  Venture
        Weingarten/Miller/Aurora
        Weingarten/Miller  Elizabeth
        Weingarten/Miller/Englewood
        Weingarten/Miller/Fiest  Joint  Vent
        Weingarten/Miller/Lowry
        Weingarten/Miller/Thorncreek  Joint
        Weingarten-Murphy,  Ltd.
        WRI/Crosby  Venture
        WRI/Dickinson  Venture
[{"type": "8-K", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 111210}]
{"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": "02562967"}, "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): November 5, 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
November 2, 2001, we entered into an underwriting agreement with Merrill Lynch &
Co.,  Merrill  Lynch,  Pierce,  Fenner  &  Smith  Incorporated,  Banc of America
Securities  LLC,  First  Union  Securities,  Inc. and McDonald Investments Inc.,
regarding  the underwritten public offering of 1,750,000 of our common shares of
beneficial  interest,  $.03  par  value  per share, and an option to purchase an
additional  262,500  shares to cover over-allotments, which option was exercised
on November 13, 2001. The shares were offered to the public at a price of $50.20
per  share  with  estimated aggregate net proceeds to us, of approximately $83.2
million,  after  deducting  the  underwriting  discount and other expenses. This
offering  was  made  pursuant  to  our  existing  shelf  Registration  Statement
(Registration  Statement File No. 333-57503) and our Prospectus Supplement dated
November  2,  2001  to  the  Prospectus  dated  October  30,  2001.

          The  initial offering  for  the  shares closed on November 7, 2001 and
the  closing  relating  to  the exercise of the over-allotment option for 64,195
shares  occurred  on November 16, 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.

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

          (c)   Exhibits.

                1.1      Underwriting Agreement by  and among  Weingarten Realty
                         Investors,  Merrill Lynch & Co., Merrill Lynch, Pierce,
                         Fenner & Smith Incorporated, Banc of America Securities
                         LLC,  First  Union  Securities,  Inc.  and  McDonald
                         Investments  Inc.  dated  November  2,  2001.

                                        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:     February  27,  2002
                                         WEINGARTEN  REALTY  INVESTORS

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

                                        3
WEINGARTEN REALTY INVESTORS
                                INDEX TO EXHIBITS

    EXHIBIT
    -------

      1.1      Underwriting Agreement by and among  Weingarten Realty Investors,
               Merrill  Lynch  &  Co.,  Merrill  Lynch,  Pierce,  Fenner & Smith
               Incorporated,  Banc  of  America  Securities  LLC,  First  Union
               Securities, Inc. and McDonald Investments, Inc. dated November 2,
               2001.

                                        4
EXHIBIT 1.1

                           WEINGARTEN REALTY INVESTORS

                       Common Shares and Preferred Shares

                                 _______________

                             Underwriting Agreement
                             ----------------------

                                                              November  2,  2001

Merrill  Lynch  &  Co.
Merrill  Lynch,  Pierce,  Fenner  &  Smith
          Incorporated
Banc  of  America  Securities  LLC
First  Union  Securities,  Inc.
McDonald  Investments  Inc.
c/o     Merrill  Lynch,  Pierce,  Fenner  &  Smith
               Incorporated
     4  World  Financial  Center
     New  York,  New  York  10080

Ladies  and  Gentlemen:

     From  time  to  time  Weingarten  Realty  Investors,  a  Texas  real estate
investment  trust  (the  "Company"),  proposes to enter into one or more Pricing
Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such
                                                       -------
additions  and  deletions  as the parties thereto may determine, and, subject to
the  terms  and  conditions  stated herein and therein, to issue and sell to the
firms  named  in  Schedule  I  to  the  applicable Pricing Agreement (such firms
                  -----------
constituting  the  "Underwriters" with respect to such Pricing Agreement and the
securities  specified therein) certain of its shares of beneficial interest (the
"Shares")  specified  in  Schedule II to such Pricing Agreement (with respect to
                          -----------
such  Pricing  Agreement,  the "Designated Shares").  The Shares may include the
Company's  common  shares  of beneficial interest, par value $.03 per share (the
"Common Shares"), or preferred shares of beneficial interest, par value $.03 per
share  (the  "Preferred  Shares").

     The  terms and rights of any particular issuance of Designated Shares shall
be  as specified in the Pricing Agreement relating thereto and in or pursuant to
the resolutions of the board of trust managers of the Company identified in such
Pricing  Agreement.

     1.   Particular sales of Designated Shares may be made from time to time to
the  Underwriters  of  such  Shares,  for  whom  the  firms  designated  as
representatives  of  the  Underwriters  of  such Shares in the Pricing Agreement
relating  thereto  will act as representatives (the "Representatives"). The term
"Representatives"  also refers to a single firm acting as sole representative of

                                        5
the  Underwriters and to an Underwriter or Underwriters who act without any firm
being  designated  as  its or their representatives. This Underwriting Agreement
shall not be construed as an obligation of the Company to sell any of the Shares
or  as  an  obligation  of  any  of the Underwriters to purchase the Shares. The
obligation of the Company to issue and sell any of the Shares and the obligation
of  any  of the Underwriters to purchase any of the Shares shall be evidenced by
the  Pricing  Agreement with respect to the Designated Shares specified therein.
Each  Pricing  Agreement  shall  specify the aggregate number of such Designated
Shares,  the  initial  public  offering  price  of  such  Designated Shares, the
purchase  price  to the Underwriters of such Designated Shares, the names of the
Underwriters of such Designated Shares, the names of the Representatives of such
Underwriters  and  the  number of such Designated Shares to be purchased by each
Underwriter  and  shall  set forth the date, time and manner of delivery of such
Designated Shares and payment therefor. The Pricing Agreement shall also specify
(to  the  extent not set forth in the registration statement and prospectus with
respect  thereto) the terms of such Designated Shares. A Pricing Agreement shall
be in the form of an executed writing (which may be in counterparts), and may be
evidenced  by  an  exchange  of  telegraphic  communications  or any other rapid
transmission  device  designed  to  produce  a  written record of communications
transmitted.  The  obligations of the Underwriters under this Agreement and each
Pricing  Agreement  shall  be  several  and  not  joint.

     2.   The  Company represents  and warrants to, and agrees with, each of the
Underwriters  that:

          (a)     A registration statement on Form S-3 (File No. 333-57508),  as
          amended,  in  respect  of  the  Securities  has  been  filed  with the
          Securities  and  Exchange  Commission  (the  "Commission");  such
          registration  statement and any post-effective amendment thereto, each
          in  the  form  heretofore  delivered  or  to  be  delivered  to  the
          Representatives  and,  excluding  exhibits  to  such  registration
          statement,  but  including  all documents incorporated by reference in
          the  prospectus  contained therein, to the Representatives for each of
          the  other Underwriters have been declared effective by the Commission
          in  such form; other than a registration statement, if any, increasing
          the  size  of  the  offering  (a "Rule 462(b) Registration Statement")
          filed  pursuant  to  Rule  462(b) under the Securities Act of 1933, as
          amended  (the  "Act"),  which  became  effective upon filing, no other
          document  with  respect  to  such  registration  statement or document
          incorporated  by  reference  therein  has  heretofore  been  filed  or
          transmitted  for  filing  with the Commission (other than prospectuses
          filed  pursuant  to  Rule  424(b)  of the rules and regulations of the
          Commission  under the Act each in the form heretofore delivered to the
          Representatives);  and  no  stop order suspending the effectiveness of
          such  registration  statement, any post-effective amendment thereto or
          the Rule 462(b) Registration Statement, if any, has been issued and no
          proceeding  for  that  purpose has been initiated or threatened by the
          Commission  (any  preliminary prospectus included in such registration
          statement  or  filed with the Commission pursuant to Rule 424(a) under
          the Act, is hereinafter called a "Preliminary Prospectus;" the various
          parts  of  such  registration  statement  and Rule 462(b) Registration
          Statement,  if  any,  including all exhibits thereto and the documents
          incorporated  by  reference  in  the  prospectus  contained  in  the
          registration  statement  at  the  time  such  part of the registration
          statement  became  effective, each as amended at the time such part of
          the  registration  statement

                                        6
became  effective  or  such  part  of  the  Rule  462(b)  Registration
          Statement,  if  any,  became  or  hereafter  becomes  effective,  are
          hereinafter  collectively  called  the  "Registration  Statement;" the
          prospectus  relating  to  the Shares, in the form in which it has most
          recently been filed, or transmitted for filing, with the Commission on
          or  prior  to  the  date  of this Agreement, is hereinafter called the
          "Prospectus;"  any  reference  herein to any Preliminary Prospectus or
          the  Prospectus  shall be deemed to refer to and include the documents
          incorporated  by  reference  therein  pursuant  to Item 12 of Form S-3
          under  the  Act,  as  of  the  date  of such Preliminary Prospectus or
          Prospectus,  as  the  case  may  be; any reference to any amendment or
          supplement  to  any  Preliminary Prospectus or the Prospectus shall be
          deemed  to  refer to and include any documents filed after the date of
          such  Preliminary  Prospectus or Prospectus, as the case may be, under
          the  Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          and  incorporated  by  reference  in  such  Preliminary  Prospectus or
          Prospectus,  as the case may be; any reference to any amendment to the
          Registration  Statement  shall  be  deemed to refer to and include any
          annual report of the Company filed pursuant to Sections 13(a) or 15(d)
          of  the  Exchange  Act  after  the  effective date of the Registration
          Statement  that  is  incorporated  by  reference  in  the Registration
          Statement;  and  any  reference  to  the  Prospectus  as  amended  or
          supplemented  shall be deemed to refer to the Prospectus as amended or
          supplemented  in  relation  to the applicable Designated Shares in the
          form  in which it is filed with the Commission pursuant to Rule 424(b)
          under  the  Act  in accordance with Section 5(a) hereof, including any
          documents  incorporated  by  reference  therein as of the date of such
          filing  and  if  the Company elects to rely on Rule 434 under the Act,
          any  reference  to  the Prospectus shall be deemed to include, without
          limitation,  the  form  of  prospectus and the abbreviated term sheet,
          taken  together,  provided  to  the  Underwriters  by  the  Company in
          reliance  on  Rule  434  under  the  Act  (the "Rule 434 Prospectus");

          (b)     The documents  incorporated  by  reference in  the Prospectus,
          when  they  became effective or were filed with the Commission, as the
          case may be, conformed in all material respects to the requirements of
          the  Act  or  the  Exchange  Act,  as  applicable,  and  the rules and
          regulations  of  the Commission thereunder, and none of such documents
          contained an untrue statement of a material fact or omitted to state a
          material  fact  required to be stated therein or necessary to make the
          statements  therein not misleading in light of the circumstances under
          which  they  were  made;  and  any  further  documents  so  filed  and
          incorporated  by  reference in the Prospectus or any further amendment
          or  supplement  thereto,  when  such documents become effective or are
          filed  with  the  Commission,  as the case may be, will conform in all
          material  respects to the requirements of the Act or the Exchange Act,
          as  applicable,  and  the  rules  and  regulations  of  the Commission
          thereunder and will not contain an untrue statement of a material fact
          or  omit  to  state  a  material fact required to be stated therein or
          necessary  to  make  the  statements therein not misleading; provided,
          however,  that this representation and warranty shall not apply to any
          statements  or  omissions made in reliance upon and in conformity with
          information  furnished  in writing to the Company by an Underwriter of
          Designated Shares through the Representatives expressly for use in the
          Prospectus  as  amended  or  supplemented  relating  to  such  Shares;

                                        7
(c)     The Registration Statement and the Prospectus conform, and any
          further amendments or supplements to the Registration Statement or the
          Prospectus  will conform, in all material respects to the requirements
          of  the Act and the rules and regulations of the Commission thereunder
          and  do not and will not, as of the applicable effective date and Time
          of  Delivery  (as  defined in Section 4 hereof) as to the Registration
          Statement and any amendment thereto and as of its date of issuance and
          Time of Delivery (as defined in Section 4 hereof) as to the Prospectus
          and  any  amendment or supplement thereto, contain an untrue statement
          of  a  material  fact  or omit to state a material fact required to be
          stated  therein  or  necessary  to  make  the  statements  therein not
          misleading;  provided,  however, that this representation and warranty
          shall  not  apply to any statements or omissions made in reliance upon
          and in conformity with information furnished in writing to the Company
          by  an  Underwriter  of  Designated Shares through the Representatives
          expressly  for  use  in  the  Prospectus  as  amended  or supplemented
          relating  to  such  Shares;

          (d)     The Company is a  real estate investment trust duly formed and
          validly existing under the laws of the State of Texas, with full power
          and  authority to own, lease and operate its properties and to conduct
          its  business  as described in the Prospectus; and the Company is duly
          qualified  to  transact business and is in good standing in each other
          jurisdiction  in  which  it owns or leases properties, or conducts any
          business,  so  as  to  require such qualification, or is subject to no
          material  liability  or  disability  by reason of the failure to be so
          qualified  in  any  such  jurisdiction,  and holds all authorizations,
          approvals,  orders,  licenses,  certificates  and  permits  from  all
          governmental  authorities  which  are  material  to the conduct of its
          business;

          (e)     Each  subsidiary of  the  Company  has  been duly incorporated
          and  is  validly  existing as a corporation in good standing under the
          laws  of  the  jurisdiction  of  its incorporation, has full power and
          authority  to own, lease and operate its properties and to conduct its
          business  as  described  in  the Prospectus and is duly qualified as a
          foreign  corporation  to  transact business and is in good standing in
          each  jurisdiction in which such qualification is required, whether by
          reason  of  the  ownership  or  leasing  of property or the conduct of
          business,  except  where  the  failure  to so qualify would not have a
          material  adverse  effect or a prospective material adverse effect, on
          the  condition,  financial  or  otherwise, or the earnings or business
          affairs  of  the  Company  and  its  subsidiaries  considered  as  one
          enterprise;  all  of  the issued and outstanding capital stock of each
          such  subsidiary has been duly authorized and validly issued, is fully
          paid  and  non-assessable  and  is  owned  by the Company, directly or
          through subsidiaries (except for Weingarten Properties Trust, of which
          the  Company owns approximately 77% of the outstanding capital shares,
          and Weingarten/Investments, Inc., of which the Company owns 95% of the
          outstanding  common  stock),  free and clear of any security interest,
          mortgage,  pledge,  lien,  encumbrance,  claim  or  equity;

          (f)     Neither  the Company nor any of its subsidiaries has sustained
          since  the  date  of  the latest audited financial statements included

                                        8
or  incorporated  by  reference in the Prospectus any material loss or
          interference  with  its  business from fire, explosion, flood or other
          calamity,  whether  or  not  covered  by  insurance, or from any labor
          dispute  or  court  or governmental action, order or decree, otherwise
          than  as  set  forth or contemplated in the Prospectus; and, since the
          respective  dates as of which information is given in the Registration
          Statement  and  the  Prospectus,  there has not been any change in the
          consolidated  capital  stock  of  the Company (except for issuances of
          Common  Shares  pursuant  to  the Company's employee benefit and stock
          option  plans,  the Company's Dividend Reinvestment and Share Purchase
          Plan  and  exchanges  of operating partnership units) or any change in
          the consolidated debt of the Company or any of its subsidiaries or any
          decrease  in  consolidated  net  current  assets  or net assets or any
          material  adverse  change,  or any development involving a prospective
          material  adverse  change,  in  or  affecting  the  general  affairs,
          management,  financial  position,  shareholders'  equity or results of
          operations  of the Company and its subsidiaries, otherwise than as set
          forth  or  contemplated  in  the  Prospectus,  and  there  has been no
          material  adverse  change in the condition, financial or otherwise, or
          in the earnings, business affairs or business prospects of the Company
          and  its  subsidiaries  considered  as  one enterprise, whether or not
          arising  in  the  ordinary  course  of  business;

          (g)     The Company  has  an authorized capitalization as set forth in
          the  Prospectus,  and all of the issued shares of capital stock of the
          Company have been duly and validly authorized and issued and are fully
          paid  and  non-assessable;

          (h)     The Shares have been duly and  validly authorized,  and,  when
          Designated  Shares are issued and delivered pursuant to this Agreement
          and the Pricing Agreement with respect to such Designated Shares, such
          Designated  Shares  will be duly and validly issued and fully paid and
          non-assessable;  and  the  Shares  conform  to the description thereof
          contained  in  the  Registration  Statement, and the Designated Shares
          will conform to the description thereof contained in the Prospectus as
          amended  or  supplemented  with  respect  to  such  Designated Shares;

          (i)     The  issue and sale of the Shares and the compliance  by  the
          Company  with  all of the provisions of this Agreement and any Pricing
          Agreement, and the consummation of the transactions herein and therein
          contemplated will not conflict with or result in a breach or violation
          of  any  of the terms or provisions of, or constitute a default under,
          any  indenture,  mortgage,  deed  of  trust,  loan  agreement or other
          agreement  or  instrument  to  which  the  Company  or  any  of  its
          subsidiaries  is  a  party  or  by  which  the  Company  or any of its
          subsidiaries is bound or to which any of the property or assets of the
          Company  or  any  of its subsidiaries is subject, nor will such action
          result  in any violation of the provisions of the Declaration of Trust
          or  by-laws  of  the  Company  or  any  statute  or any order, rule or
          regulation  of  any  court  or  governmental  agency  or  body  having
          jurisdiction  over  the  Company  or any of its subsidiaries or any of
          their  respective properties; and no consent, approval, authorization,
          order,  registration  or  qualification  of  or with any such court or
          governmental  agency or body is required for the issue and sale of the
          Shares  or  the  consummation  by  the  Company  of  the  transactions
          contemplated  by  this Agreement or any Pricing Agreement, except such
          as  have  been,  or  will  have been prior to the Time of Delivery (as

                                        9
defined  in  Section  4 hereof), obtained under the Act and except for
          the  listing  of the Designated Shares on the New York Stock Exchange,
          Inc.  or  other  stock  exchange  and  such  consents,  approvals,
          authorizations,  registrations  or  qualifications  as may be required
          under  state  securities  or  Blue  Sky  laws  in  connection with the
          purchase  and  distribution  of  the  Shares  by  the  Underwriters;

          (j)     The statements set forth in the Prospectus under the  captions
          "Description  of  Debt  Securities  and  Convertible Debt Securities,"
          "Description of Capital Shares," "Description of Securities Warrants,"
          "Description  of Other Classes of Outstanding Shares," "Federal Income
          Tax  Consequences," "Plan of Distribution" and "Underwriting," insofar
          as they purport to constitute a summary of the terms of the Shares, or
          to  describe  the  provisions  of  the  laws and documents referred to
          therein,  are  accurate,  complete  and  fair;

          (k)     Neither  the  Company  nor  any  of  its  subsidiaries  is  in
          violation  of  its charter or by-laws or in default in the performance
          or  observance  of  any  material  obligation,  agreement, covenant or
          condition  contained  in  any indenture, mortgage, deed of trust, loan
          agreement,  lease  or  other  agreement or instrument to which it is a
          party  or  by  which  it  or  its  properties  may  be  bound;

          (l)     Other  than  as  set  forth  in the Prospectus,  there are no
          legal  or governmental proceedings pending to which the Company or any
          of its subsidiaries is a party or of which any property of the Company
          or  any  of  its  subsidiaries  is  the  subject  which, if determined
          adversely  to  the  Company  or  any  of  its  subsidiaries,  would
          individually or in the aggregate have a material adverse effect on the
          current  or  future  consolidated  financial  position,  shareholders'
          equity  or  results of operations of the Company and its subsidiaries;
          and,  to  the best of the Company's knowledge, no such proceedings are
          threatened  or  contemplated by governmental authorities or threatened
          by  others;

          (m)     The consolidated financial  statements together  with  related
          notes  and  schedules as set forth or incorporated by reference in the
          Registration  Statement, present fairly the financial position and the
          results  of  operations  of  the  Company  and its subsidiaries at the
          indicated  dates  and  for  the indicated periods. Except as otherwise
          stated  in  the Registration Statement, such financial statements have
          been  prepared  in  accordance  with  generally  accepted  accounting
          principles,  applied  on  a  consistent  basis;  and  the  supporting
          schedules  included  in  the Registration Statement present fairly the
          information  required  to  be  stated  therein;

          (n)     The Company and its subsidiaries have good and marketable
          title  to  all  real  property and interests in real property owned by
          them  and  good and marketable title to all personal property owned by
          them, in each case free and clear of all pledges, liens, encumbrances,
          claims, security interests and defects, except as are described in the
          Prospectus  and  except  for  property owned in the joint ventures set
          forth in Annex III  hereto  or such as do not  materially affect  the
                  ----------
          value of such  property  and interests  in the  aggregate and  do  not

                                       10
interfere  with  the use made and proposed to be made of such property
          and interests by the Company and its subsidiaries taken as a whole; in
          the  case of real property and interests in real property, the Company
          and  its  subsidiaries  have  obtained  satisfactory  confirmation
          (consisting  of  policies  of  title  insurance or binders therefor or
          opinions  of  counsel  based  upon  the  examination  of  abstracts)
          confirming,  except  as  is otherwise described in the Prospectus, (a)
          that the Company and its subsidiaries have the foregoing title to such
          real  property and interests in real property; provided, however, that
          in  those  cases in which such information is not current, the Company
          and  its  subsidiaries do not have notice of any material claim of any
          sort which has been asserted by anyone adverse to the Company's or its
          subsidiaries  foregoing  title  to such real property and interests in
          real  property, and (b) that the instruments securing the indebtedness
          of third parties to the Company or its subsidiaries create valid liens
          upon  the  real  properties described in such instruments enjoying the
          priorities intended, subject only to exceptions to title which have no
          materially  adverse  effect  on  the value of such real properties and
          interests; and any real property and buildings held under lease by the
          Company  or  its  subsidiaries  or  leased  by  the  Company  or  its
          subsidiaries  to a third party are held or leased by them under valid,
          binding  and  enforceable leases conforming to the description thereof
          set  forth in the Prospectus, with such exceptions as are not material
          and do not interfere with the use made and proposed to be made of such
          property  and  buildings  by  the  Company or its subsidiaries or such
          third  party;

          (o)     The  Company  and  its  subsidiaries  have  filed all federal,
          state,  local  and foreign income tax returns which have been required
          to  be  filed  on  or  before  the  due  date (taking into account all
          extensions  of  time  to file) and have paid or provided for all taxes
          indicated  by  said  returns and all assessments received by it to the
          extent  that  taxes  have  become  due;

          (p)     With respect to  all  tax periods regarding which the Internal
          Revenue  Service  is  or  will  be  entitled  to assert any claim, the
          Company  has  met  the requirements for qualification as a real estate
          investment  trust  under  Sections  856  through  860  of the Internal
          Revenue  Code  of  1986,  as  amended  (the "Code"), and the Company's
          present  and  contemplated  operations,  assets and income continue to
          meet  such  requirements;

          (q)     The  Company is not and,  after giving effect to the  offering
          and  sale  of  the  Shares,  will not be an "investment company" or an
          entity  "controlled"  by  an  "investment  company," as such terms are
          defined  in  the  Investment  Company  Act  of  1940,  as amended (the
          "Investment  Company  Act");

          (r)     Deloitte  & Touche  llp,  who have  audited  certain financial
          statements  of  the  Company  and  its  subsidiaries  filed  with  the
          Commission  as  part  of,  or  incorporated  by  reference  in,  the
          Registration  Statement  and  Prospectus  are  independent  public
          accountants  as  required  by the Act and the rules and regulations of
          the  Commission  promulgated  thereunder;  and

                                       11
(s)     Although  the  Company is aware of the presence of hazardous
          substances,  hazardous  materials, toxic substances or waste materials
          ("Hazardous Materials") on certain of its properties, nothing has come
          to  the  attention  of the Company which, at this time, would lead the
          Company to believe that the presence of such Hazardous Materials, when
          considered  in  the  aggregate,  would materially adversely affect the
          financial  condition  of  the  Company.  In  connection  with  the
          construction on or operation and use of the properties owned or leased
          by  the  Company  or  any  of its subsidiaries, the Company represents
          that,  as  of  the  date of this Agreement, it has no knowledge of any
          material  failure  by the Company or any of its subsidiaries to comply
          with  all  applicable  local,  state  and  federal environmental laws,
          regulations,  ordinances  and  administrative  and  judicial  orders
          relating to the generation, recycling, reuse, sale, storage, handling,
          transport  and  disposal  of  any  Hazardous  Materials.

     3.   Upon  the  execution  of  the  Pricing  Agreement  applicable  to  any
Designated  Shares  and  authorization  by the Representatives of the release of
such  Designated  Shares,  the  several  Underwriters  propose  to  offer  such
Designated  Shares  for  sale  upon  the  terms  and conditions set forth in the
Prospectus  as  amended  or  supplemented.

     4.   Certificates  for  the  Designated  Shares  to  be  purchased by  each
Underwriter  pursuant  to  the Pricing Agreement relating thereto, in definitive
form,  and  in such authorized denominations and registered in such names as the
Representatives may request upon at least twenty-four hours' prior notice to the
Company,  shall  be  delivered  by  or  on  behalf  of  the  Company  to  the
Representatives  for  the  account  of such Underwriter, against payment by such
Underwriter  or  on  its behalf of the purchase price therefor to the Company by
wire transfer of immediately available funds to a bank account designated by the
Company  in such Pricing Agreement, all at the place and time and date specified
in  such  Pricing  Agreement  or  at  such  other place and time and date as the
Representatives  and  the  Company may agree upon in writing, such time and date
being  herein  called  the  "Time  of  Delivery"  for  such  Shares.

     5.   The Company agrees with  each  of  the  Underwriters of any Designated
Shares:

          (a)     If  the  Company  does  not  elect to  rely  on Rule 434 under
          the  Act,  immediately  following  execution  and  delivery  of  the
          applicable Pricing Agreement, to prepare the Prospectus as amended and
          supplemented in relation to the applicable Designated Shares in a form
          approved  by  the Representatives and to file such Prospectus pursuant
          to  Rule 424(b) under the Act not later than the Commission's close of
          business  on  the business day following the execution and delivery of
          the Pricing Agreement relating to the applicable Designated Shares or,
          if applicable, such earlier time as may be required by Rule 424(b), or
          if  the  Company elects to rely on Rule 434 under the Act, immediately
          following  execution and delivery of the applicable Pricing Agreement,
          to prepare an abbreviated term sheet relating to the Designated Shares
          in  a  form  approved  by  the  Representatives that complies with the
          requirements  of  Rule 434 under the Act and to file such form of Rule
          434  Prospectus  complying  with Rule 434(c)(2) of the Act pursuant to
          Rule  424(b)  under  the  Act not later than the Commission's close of
          business  on  the business day following the execution and delivery of

                                       12
the Pricing Agreement relating to the applicable Designated Shares or,
          if applicable, such earlier time as may be required by Rule 424(b); to
          make  no  further  amendment  or  any  supplement  to the Registration
          Statement  or  Prospectus as amended or supplemented after the date of
          the Pricing Agreement relating to such Shares and prior to the Time of
          Delivery  for  such  Shares  which  shall  be  disapproved  by  the
          Representatives  for  such  Shares  promptly  after  reasonable notice
          thereof;  to advise the Representatives promptly of any such amendment
          or  supplement  after  such  Time  of  Delivery  and  furnish  the
          Representatives  with copies thereof; to file promptly all reports and
          any definitive proxy or information statements required to be filed by
          the  Company  with the Commission pursuant to Section 13(a), 13(c), 14
          or  15(d)  of  the  Exchange  Act  for  so  long  as the delivery of a
          prospectus is required in connection with the offering or sale of such
          Shares,  and  during  such  same period to advise the Representatives,
          promptly  after  it  receives  notice  thereof,  of  the time when any
          amendment  to  the  Registration  Statement  has been filed or becomes
          effective  or  any  supplement  to  the  Prospectus  or  any  amended
          Prospectus  has been filed with the Commission, of the issuance by the
          Commission  of any stop order or of any order preventing or suspending
          the use of any prospectus relating to the Shares, of the suspension of
          the  qualification  of  such  Shares  for  offering  or  sale  in  any
          jurisdiction,  of  the initiation or threatening of any proceeding for
          any such purpose, or of any request by the Commission for the amending
          or  supplementing  of  the Registration Statement or Prospectus or for
          additional  information; and, in the event of the issuance of any such
          stop  order  or  of any such order preventing or suspending the use of
          any  prospectus  relating  to  the  Shares  or  suspending  any  such
          qualification,  to  promptly use every reasonable effort to obtain the
          withdrawal  of  such  order;

          (b)     Promptly  from  time  to  time  to  take  such  action  as the
          Representatives  may  reasonably  request  to  qualify such Shares for
          offering  and  sale under the securities laws of such jurisdictions as
          the  Representatives may request and to comply with such laws so as to
          permit  the  continuance  of  sales  and  dealings  therein  in  such
          jurisdictions  for  as  long  as  may  be  necessary  to  complete the
          distribution of such Shares, provided that in connection therewith the
          Company  shall  not be required to qualify as a foreign corporation or
          to  file  a general consent to service of process in any jurisdiction;

          (c)     Prior  to  10:00  a.m.  New York City time, on the New York
          business  day  next  succeeding  the  date  of  the applicable Pricing
          Agreement  and  from  time  to  time  to furnish the Underwriters with
          copies  of  the Prospectus in New York City as amended or supplemented
          in such quantities as the Representatives may reasonably request, and,
          if  the delivery of a prospectus is required at any time in connection
          with  the offering or sale of the Shares and if at such time any event
          shall  have  occurred  as  a  result  of  which the Prospectus as then
          amended  or  supplemented  would  include  an  untrue  statement  of a
          material fact or omit to state any material fact necessary in order to
          make  the  statements therein, in the light of the circumstances under
          which  they  were  made  when  such  Prospectus  is  delivered,  not
          misleading,  or,  if for any other reason it shall be necessary during
          such  same  period  to  amend  or supplement the Prospectus or to file
          under

                                       13
the  Exchange  Act  any  document  incorporated  by  reference  in the
          Prospectus  in  order  to  comply with the Act or the Exchange Act, to
          notify  the  Representatives  and  upon  their  request  to  file such
          document and to prepare and furnish without charge to each Underwriter
          and  to any dealer in securities as many copies as the Representatives
          may from time to time reasonably request of an amended Prospectus or a
          supplement  to  the  Prospectus  which  will correct such statement or
          omission  or  effect  such  compliance;

          (d)     To make generally available  to its securityholders as soon as
          practicable, but in any event not later than eighteen months after the
          effective  date  of  the  Registration  Statement  (as defined in Rule
          158(c)  under  the  Act), an earnings statement of the Company and its
          subsidiaries  (which need not be audited) complying with Section 11(a)
          of  the Act and the rules and regulations of the Commission thereunder
          (including,  at  the  option  of  the  Company,  Rule  158);

          (e)     During a period of  30 days  beginning from the  date  of  the
          Pricing Agreement for such Designated Shares not to offer, sell, grant
          any  option  for  the sale of, contract to sell or otherwise issue any
          shares  of  beneficial interest of the Company which are substantially
          similar  to  such  Designated  Shares (except for shares of beneficial
          interest  issued  pursuant  to  employee  benefit  plans, employee and
          director  stock  option  plans  or  as  partial  or  full  payment for
          properties  to  be acquired by the Company), without the prior written
          consent  of  the  Representatives  or enter into any swap or any other
          agreement  or  any  transaction  that  transfers, in whole or in part,
          directly  or  indirectly,  the  economic  consequence  of ownership of
          shares  of  beneficial interest of the Company which are substantially
          similar  to  such  Designated  Shares,  whether  any  such  swap  or
          transaction  described above is to be settled by delivery of shares of
          beneficial  interest of the Company which are substantially similar to
          such  Designated  Shares,  in  cash  or  otherwise;

          (f)     To use the net proceeds received by it from the sale of the
          Shares  in  the  manner  specified in the Prospectus under the caption
          "Use  of  Proceeds;"  and

          (g)     To  elect to qualify as a "real estate investment trust" under
          the  Code,  and  to  use  its  best  efforts  to  continue to meet the
          requirements  to  qualify  as  a  "real  estate  investment  trust."

     6.   The  Company covenants and agrees with the several  Underwriters  that
the  Company  will  pay  or  cause  to  be  paid  the  following:  (i) the fees,
disbursements  and  expenses  of  the  Company's  counsel  and  accountants  in
connection  with  the  registration  of  the  Shares under the Act and all other
expenses  in  connection  with  the  preparation,  printing  and  filing  of the
Registration  Statement,  any  Preliminary  Prospectus  and  the  Prospectus and
amendments  and  supplements  thereto  (including  each  abbreviated  term sheet
delivered by the Company pursuant to Rule 434 under the Act) and the mailing and
delivering  of  copies thereof to the Underwriters and dealers; (ii) the cost of
printing  or  producing  any  Agreement  Among Underwriters, this Agreement, any
Pricing  Agreement,  any  blue  sky  and  legal investment surveys and any other
documents  in  connection  with the offering, purchase, sale and delivery of the

                                       14
Shares;  (iii)  all  expenses in connection with the qualification of the Shares
for  offering  and  sale under state securities laws as provided in Section 5(b)
hereof,  including the fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the blue sky and legal
investment  surveys;  (iv)  any  fees  charged by securities rating services for
rating  the  Shares;  (v) any filing fees incident to any required review by the
National Association of Securities Dealers, Inc. of the terms of the sale of the
Shares;  (vi)  the cost of preparing certificates for the Shares; (vii) the fees
and  expenses  of  any transfer agent or registrar or dividend disbursing agent;
and  (viii)  all  other  costs  and  expenses incident to the performance of its
obligations  hereunder which are not otherwise specifically provided for in this
Section.  It  is  understood,  however, that, except as provided in this Section
and  Sections  8 and 11 hereof, the Underwriters will pay all of their own costs
and  expenses,  including the fees of their counsel, transfer taxes on resale of
any  of  the  Shares  by  them,  and any advertising expenses connected with any
offers  they  may  make.

     7.   The obligations of the Underwriters of any Designated Shares under the
Pricing  Agreement  relating  to such Designated Shares shall be subject, in the
discretion of the Representatives, to the condition that all representations and
warranties  and  other statements of the Company in or incorporated by reference
in  the  Pricing  Agreement relating to such Designated Shares are, at and as of
the  Time  of  Delivery  for  such  Designated  Shares, true and correct, to the
condition that the Company shall have performed all of its obligations hereunder
theretofore  to  be  performed,  and  to  the  following  additional conditions:

          (a)     The  Prospectus as amended or supplemented in relation to  the
          applicable Designated Shares shall have been filed with the Commission
          pursuant  to  Rule 424(b) within the applicable time period prescribed
          for  such  filing  by  the  rules and regulations under the Act and in
          accordance  with  Section  5(a)  hereof;  no stop order suspending the
          effectiveness  of the Registration Statement or any part thereof shall
          have  been  issued  and no proceeding for that purpose shall have been
          initiated  or  threatened  by  the  Commission;  and  all requests for
          additional  information  on the part of the Commission shall have been
          complied  with  to  the  Representatives'  reasonable  satisfaction;

          (b)     Sidley Austin Brown & Wood llp, counsel for the  Underwriters,
          shall  have furnished to the Representatives such opinion or opinions,
          dated the Time of Delivery for such Designated Shares, with respect to
          the matters covered in paragraphs (i), (ii), (v) (as to the Designated
          Shares  only), (vii), (viii), (xi) and (xv) of subsection (c) below as
          well  as  such  other  related  matters  as  the  Representatives  may
          reasonably  request,  and such counsel shall have received such papers
          and  information as they may reasonably request to enable them to pass
          upon  such  matters;  Sidley Austin Brown & Wood LLP may rely upon the
          opinion  of  Locke  Liddell  &  Sapp  LLP  as to matters of Texas law;

          (c)     Locke  Liddell & Sapp LLP, counsel for the Company, shall have
          furnished to the Representatives their written opinion, dated the Time
          of  Delivery  for  such  Designated  Shares,  in  form  and  substance
          satisfactory  to  the  Representatives,  to  the  effect  that:

                                       15
(i)     The  Company  is  a  real  estate  investment trust  duly
          formed  and  validly existing under the laws of the State of Texas and
          is  entitled to the benefits of the Texas Real Estate Investment Trust
          Act.

               (ii)    The  Company  has  the power and authority (corporate and
          other)  to own its properties and to conduct its business as described
          in  the  Prospectus  as  amended  or  supplemented.

               (iii)   The  Company is duly  qualified  to transact business and
          is  in  good  standing in each jurisdiction in which it owns or leases
          properties,  or  conducts  any  business,  so  as  to  require  such
          qualification or is subject to no material liability, or disability by
          reason  of  the  failure  to be so qualified in any such jurisdiction.

               (iv)    Each  subsidiary  of  the  Company  has  been  duly
          incorporated  (or,  with  respect  to Weingarten Properties Trust, has
          been formed as a real estate investment trust) and is validly existing
          as  a  corporation in good standing under the laws of the jurisdiction
          of its incorporation, has power and authority (corporate and other) to
          own,  lease  and operate its properties and to conduct its business as
          described  in  the  Prospectus and, to the best of their knowledge and
          information,  is  duly  qualified as a foreign corporation or trust to
          transact  business  and  is  in  good standing in each jurisdiction in
          which  such  qualification  is  required,  whether  by  reason  of the
          ownership  or  leasing  of property or the conduct of business, except
          where  the  failure  to  so  qualify would not have a material adverse
          effect  or  a  prospective  material  adverse effect on the condition,
          financial  or  otherwise,  or  the earnings or business affairs of the
          Company  and its subsidiaries considered as one enterprise; all of the
          issued  and outstanding capital stock of each such subsidiary has been
          duly  authorized  and validly issued, is fully paid and non-assessable
          and  is owned by the Company, directly or through subsidiaries (except
          for  Weingarten  Properties  Trust,  of  which  the  Company  owns
          approximately  77%  of  the  outstanding  capital  shares,  and
          Weingarten/Investments,  Inc.,  of  which  the Company owns 95% of the
          outstanding  common  stock),  free and clear of any security interest,
          mortgage,  pledge,  lien,  encumbrance,  claim  or  equity.

               (v)     The  Company  has  an  authorized  capitalization  as set
          forth  in  the  Prospectus  as  amended or supplemented and all of the
          issued  shares  of  capital  stock  of  the  Company  (including  the
          Designated  Shares being delivered at such Time of Delivery) have been
          duly  and  validly  authorized  and  issued  and  are  fully  paid and
          non-assessable.

               (vi)     To  the best of such counsel's knowledge and other than
          as  set  forth  in  the Prospectus, there are no legal or governmental
          proceedings pending to which the Company or any of its subsidiaries is
          a  party  or  of  which  any  property  of  the  Company  or  any  its
          subsidiaries is the subject other than as set forth in the Prospectus,
          which,  if  determined  adversely  to  the  Company  or  any  of  its
          subsidiaries,  would  individually or in the aggregate have a material
          adverse  effect  on  the  current  or  future  consolidated  financial

                                       16
position, shareholders' equity or results of operations of the Company
          and its subsidiaries; and, to the best of such counsel's knowledge, no
          such  proceedings  are  threatened  or  contemplated  by  governmental
          authorities  or  threatened  by  others.

               (vii)   This  Agreement and  the Pricing  Agreement with  respect
          to  the  Designated  Shares  have  been  duly authorized, executed and
          delivered  by  the  Company.

               (viii)  The Designated Shares conform to the  description thereof
          in  the  Prospectus  as  amended  or  supplemented.

               (ix)    The  issue  and sale  of the Shares and the compliance by
          the  Company  with  all  of  the  provisions of this Agreement and any
          Pricing Agreement, and the consummation of the transactions herein and
          therein  contemplated  will not conflict with or result in a breach or
          violation  of  any  of  the  terms  or  provisions of, or constitute a
          default  under, any indenture, mortgage, deed of trust, loan agreement
          or  other  agreement  or instrument to which the Company or any of its
          subsidiaries  is  a  party  or  by  which  the  Company  or any of its
          subsidiaries is bound or to which any of the property or assets of the
          Company  or  any  of its subsidiaries is subject, nor will such action
          result  in any violation of the provisions of the Declaration of Trust
          or  By-laws  of  the  Company  or  any  statute  or any order, rule or
          regulation  of  any  court  or  governmental  agency  or  body  having
          jurisdiction  over  the  Company  or any of its subsidiaries or any of
          their  respective  properties.

               (x)     No consent,  approval, authorization, order, registration
          or  qualification  of or with any such court or governmental agency or
          body  is  required  for the issue and sale of the Designated Shares or
          the  consummation  by  the Company of the transactions contemplated by
          this  Agreement or the Pricing Agreement, except such as have been, or
          will  have  been prior to the Time of Delivery, obtained under the Act
          and such consents, approvals, authorizations, orders, registrations or
          qualifications  as  may be required under state securities or Blue Sky
          laws  in  connection  with  the  purchase  and  distribution  of  the
          Designated  Shares  by  the  Underwriters.

               (xi)    The  information  set  forth  in  the  Prospectus,  under
          the  captions  "Description  of  Debt  Securities and Convertible Debt
          Securities,"  "Description  of  Capital  Shares,"  "Description  of
          Securities  Warrants,"  "Description  of  Other Classes of Outstanding
          Shares,"  "Federal  Income Tax Considerations," "Plan of Distribution"
          and "Underwriting," to the extent such information constitutes matters
          of law, summaries of legal matters, documents or proceedings, or legal
          conclusions,  has  been  reviewed  by  them  and  is  correct.

               (xii)   Based  upon  review of such  documents,  certificates and
          records  as  counsel has deemed necessary to express its opinion, upon
          its  discussions  with  management  of  the  Company,  independent
          accountants  for  the  Company  and  with  certain shareholders of the
          Company  and  based  upon  the  facts  set  forth  in  the

                                       17
Registration  Statement,  certain  assumptions  and  certain
          representations  made to it by the Company's management and by certain
          of  its  shareholders,  counsel is of the view that, as of the date of
          its opinion the Company's form of organization and its share ownership
          is  such as to enable the Company to meet the requirements of the Code
          for  qualifications  as  a real estate investment trust thereunder and
          that  its  income,  assets and method of operations have allowed it to
          qualify  as  a real estate investment trust for its taxable year ended
          December  31,  1985  and  all  years  thereafter,  and  its  currently
          contemplated future assets, income and method of operations should put
          it  in a position to qualify to be treated as a real estate investment
          trust  for  the  calendar  year  2001.

               (xiii)  The  Company  is  not  and,  after  giving  effect to the
          offering and sale of the Designated Shares, will not be an "investment
          company" or an entity "controlled" by an "investment company," as such
          terms  are  defined  in  the  Investment  Company  Act;

               (xiv)   The documents incorporated by reference in the Prospectus
          as  amended  or  supplemented (other than the financial statements and
          related  schedules  therein,  as to which such counsel need express no
          opinion),  when  they  became  effective  or  were  filed  with  the
          Commission,  as  the  case may be, complied as to form in all material
          respects  with  the  requirements  of  the Act or the Exchange Act, as
          applicable,  and  the  rules  and  regulations  of  the  Commission
          thereunder;  and  they  have  no  reason  to  believe that any of such
          documents,  when  they  became effective or were so filed, as the case
          may  be,  contained,  in  the  case  of a registration statement which
          became effective under the Act, an untrue statement of a material fact
          or  omitted  to state a material fact required to be stated therein or
          necessary  to  make the statements therein not misleading, and, in the
          case of other documents which were filed under the Act or the Exchange
          Act  with  the  Commission,  an untrue statement of a material fact or
          omitted  to  state  a  material  fact  necessary  in order to make the
          statements therein, in the light of the circumstances under which they
          were  made  when  such  documents  were  so  filed,  not  misleading.

               (xv)    The Registration Statement and the Prospectus as  amended
          or  supplemented  and  any  further amendments and supplements thereto
          made  by  the Company prior to the Time of Delivery for the Designated
          Shares  (other  than  the  financial  statements and related schedules
          therein,  as  to which such counsel need express no opinion) comply as
          to  form in all material respects with the requirements of the Act and
          the  rules and regulations thereunder; although they do not assume any
          responsibility  for  the  accuracy,  completeness  or  fairness of the
          statements  contained in the Registration Statement or the Prospectus,
          except for those referred to in the opinion in subsection (xi) of this
          Section 7(c), they have no reason to believe that, as of its effective
          date,  the  Registration  Statement  or  any further amendment thereto
          (other than the financial statements and related schedules therein, as
          to  which  such  counsel  need express no opinion) contained an untrue
          statement  of  a  material  fact  or  omitted to state a material fact
          required  to  be  stated  therein  or necessary to make the statements

                                       18
thereinnot  misleading  or  that  the  Prospectus  as  amended  or
          supplemented  (other  than  the  financial  statements  and  related
          schedules  therein, as to which such counsel need express no opinion),
          at the time the Prospectus was issued, at the time any such amended or
          supplemented  prospectus  was  issued  or  at  the  Time  of Delivery,
          contained  or  contains  an  untrue  statement  of  a material fact or
          omitted  or  omits  to  state  a  material  fact necessary to make the
          statements therein, in the light of the circumstances under which they
          were  made,  not  misleading.

          (d)     On  the  date of the Pricing Agreement for such Designated
          Shares  and  at  the  Time of Delivery for such Designated Shares, the
          independent  public  accountants of the Company who have certified the
          financial  statements  of the Company and its subsidiaries included or
          incorporated  by  reference  in  the Registration Statement shall have
          furnished  to  the  Representatives  a  letter,  dated the date of the
          Pricing  Agreement  and  the  Time  of  Delivery, respectively, to the
          effect  set  forth in Annex II hereto, and with respect to such letter
                                --------
          dated  such  Time  of  Delivery,  as  to  such  other  matters  as the
          Representatives  may  reasonably  request  and  in  form and substance
          satisfactory  to  the  Representatives;

          (e)     (i) Neither the Company nor any of its subsidiaries shall have
          sustained  since  the  date of the latest audited financial statements
          included  or  incorporated  by  reference in the Prospectus as amended
          prior  to the date of the Pricing Agreement relating to the Designated
          Shares  any  loss  or  interference  with  its  business  from  fire,
          explosion, flood or other calamity, or from any labor dispute or court
          or  governmental  action,  order  or  decree,  or any material adverse
          change  in  the condition, financial or otherwise, or in the earnings,
          business  affairs  or  business  prospects  of  the  Company  and  its
          subsidiaries  considered  as one enterprise, whether or not arising in
          the  ordinary  course  of  business,  otherwise  than  as set forth or
          contemplated  in  the  Prospectus  as amended prior to the date of the
          Pricing  Agreement  relating  to the Designated Shares, and (ii) since
          the  respective  dates  as  of  which  information  is  given  in  the
          Prospectus  as  amended  prior  to  the  date of the Pricing Agreement
          relating to the Designated Shares there shall not have been any change
          in  the capital stock of the Company or any change in the consolidated
          long-term  debt of the Company and its subsidiaries or any decrease in
          consolidated  net  current  assets or net assets or any change, or any
          development  involving  a  prospective  change,  in  or  affecting the
          general  affairs, management, financial position, shareholders' equity
          or  results  of  operations  of  the  Company  and  its  subsidiaries,
          otherwise  than  as  set  forth  or  contemplated in the Prospectus as
          amended  prior  to  the  date of the Pricing Agreement relating to the
          Designated  Shares, the effect of which, in any such case described in
          clause  (i)  or  (ii),  is  in  the judgment of the Representatives so
          material  and  adverse  as  to make it impracticable or inadvisable to
          proceed  with  the  public  offering or the delivery of the Designated
          Shares  on  the terms and in the manner contemplated in the Prospectus
          as  first  amended  or supplemented relating to the Designated Shares;

          (f)     On or after the date of the Pricing Agreement relating  to the
          Designated Shares (i) no downgrading shall have occurred in the rating

                                       19
accorded  the  Company's  debt  securities  or preferred shares by any
          "nationally  recognized statistical rating organization," as that term
          is  defined by the Commission for purposes of Rule 436(g)(2) under the
          Act  and  (ii) no such organization shall have publicly announced that
          it  has  under  surveillance  or  review,  with  possible  negative
          implications,  its  rating  of any of the Company's debt securities or
          preferred  shares;

          (g)     On or after the date of the Pricing Agreement relating to  the
          Designated  Shares there shall not have occurred any of the following:
          (i)  a  suspension  or  material  limitation  in trading in securities
          generally  on  the  New  York  Stock  Exchange;  (ii)  a suspension or
          material  limitation in trading in the Company's securities on the New
          York  Stock Exchange; (iii) a general moratorium on commercial banking
          activities  in  New York or Texas declared by either Federal, Texas or
          New  York  authorities, or a material disruption in commercial banking
          or  securities  settlement or clearance services in the United States;
          or (iv) the outbreak or escalation of hostilities involving the United
          States or the declaration by the United States of a national emergency
          or  war, if the effect of any such event specified in this clause (iv)
          in  the  judgment  of  the  Representatives  makes it impracticable or
          inadvisable to proceed with the public offering or the delivery of the
          Designated  Shares  on the terms and in the manner contemplated in the
          Prospectus as first amended or supplemented relating to the Designated
          Shares;  and

          (h)     The Company  shall have furnished  or  caused  to be furnished
          to  the  Representatives  at  the  Time of Delivery for the Designated
          Shares  a  certificate  or  certificates  of  officers  of the Company
          satisfactory  to  the  Representatives  as  to  the  accuracy  of  the
          representations and warranties of the Company herein at and as of such
          Time  of  Delivery, as to the performance by the Company of all of its
          obligations  hereunder  to  be  performed  at or prior to such Time of
          Delivery,  as  to  the matters set forth in subsections (a) and (e) of
          this  Section  and as to such other matters as the Representatives may
          reasonably  request.

               8.     (a)     The  Company will indemnify and hold harmless each
          Underwriter  against any losses, claims, damages or liabilities, joint
          or  several,  to  which such Underwriter may become subject, under the
          Act  or  otherwise,  insofar  as  such  losses,  claims,  damages  or
          liabilities  (or actions in respect thereof) arise out of or are based
          upon  an  untrue  statement  or alleged untrue statement of a material
          fact  contained  in  any  Preliminary  Prospectus,  any  preliminary
          prospectus  supplement,  the Registration Statement, the Prospectus as
          amended  or  supplemented  and  any  other  prospectus relating to the
          Shares,  or  any  amendment  or  supplement  thereto  (including  the
          information deemed to be a part of the Registration Statement pursuant
          to  Rule  434  under  the  Act, if applicable), or arise out of or are
          based  upon  the  omission  or  alleged  omission  to  state therein a
          material  fact  required to be stated therein or necessary to make the
          statements  therein  not  misleading,  against  any  and  all  loss,
          liability,  claim,  damage and expense whatsoever, as incurred, to the
          extent  of  the aggregate amount paid in settlement of any litigation,

                                       20
or any investigation or proceeding by any governmental agency or body,
          commenced  or  threatened,  or  of any claim whatsoever based upon any
          such  untrue  statement  or  omission,  or  any  such  alleged  untrue
          statement  or  omission  if  any  such settlement is effected with the
          written  consent  of  the Company, and will reimburse each Underwriter
          for  any  legal  or  other  expenses  reasonably  incurred  by  such
          Underwriter  in  connection  with  investigating or defending any such
          action or claim as such expenses are incurred; provided, however, that
          the  Company  shall  not be liable in any such case to the extent that
          any  such  loss,  claim, damage or liability arises out of or is based
          upon  an  untrue  statement or alleged untrue statement or omission or
          alleged  omission  made in any Preliminary Prospectus, any preliminary
          prospectus  supplement,  the Registration Statement, the Prospectus as
          amended  or  supplemented  and  any  other  prospectus relating to the
          Shares,  or  any  such amendment or supplement in reliance upon and in
          conformity  with  written  information furnished to the Company by any
          Underwriter of Designated Shares through the Representatives expressly
          for  use in the Prospectus as amended or supplemented relating to such
          Shares.

          (b)     Each Underwriter will  indemnify and hold harmless the Company
          against  any  losses,  claims,  damages  or  liabilities  to which the
          Company  may  become  subject,  under the Act or otherwise, insofar as
          such  losses,  claims,  damages  or liabilities (or actions in respect
          thereof) arise out of or are based upon an untrue statement or alleged
          untrue  statement  of  a  material  fact  contained in any Preliminary
          Prospectus,  any  preliminary  prospectus supplement, the Registration
          Statement,  the  Prospectus  as  amended or supplemented and any other
          prospectus  relating  to  the  Shares,  or any amendment or supplement
          thereto  (including  the  information  deemed  to  be  a  part  of the
          Registration  Statement  pursuant  to  Rule  434  under  the  Act,  if
          applicable), or arise out of or are based upon the omission or alleged
          omission  to  state  therein  a  material  fact  required to be stated
          therein or necessary to make the statements therein not misleading, in
          each  case  to  the  extent,  but only to the extent, that such untrue
          statement  or alleged untrue statement or omission or alleged omission
          was  made  in  any  Preliminary Prospectus, any preliminary prospectus
          supplement,  the  Registration Statement, the Prospectus as amended or
          supplemented  and  any other prospectus relating to the Shares, or any
          such  amendment  or supplement in reliance upon and in conformity with
          written  information  furnished  to  the  Company  by such Underwriter
          through  the  Representatives  expressly  for  use  therein;  and will
          reimburse  the  Company  for  any  legal  or other expenses reasonably
          incurred  by the Company in connection with investigating or defending
          any  such  action  or  claim  as  such  expenses  are  incurred.

          (c)     Promptly  after  receipt  by  an  indemnified  party  under
          subsection  (a)  or  (b)  above  of  notice of the commencement of any
          action, such indemnified party shall, if a claim in respect thereof is
          to  be  made  against  the  indemnifying  party under such subsection,
          notify  the indemnifying party in writing of the commencement thereof;
          but the omission so to notify the indemnifying party shall not relieve
          it  from  any  liability  which  it  may have to any indemnified party
          otherwise than under such subsection. In case any such action shall be

                                       21
brought  against  any  indemnified  party  and  it  shall  notify  the
          indemnifying party of the commencement thereof, the indemnifying party
          shall  be  entitled  to participate therein and, to the extent that it
          shall  wish,  jointly  with  any  other  indemnifying  party similarly
          notified,  to assume the defense thereof, with counsel satisfactory to
          such  indemnified party (who shall not, except with the consent of the
          indemnified  party,  be counsel to the indemnifying party), and, after
          notice  from  the  indemnifying party to such indemnified party of its
          election  so  to  assume  the  defense thereof, the indemnifying party
          shall  not  be  liable to such indemnified party under such subsection
          for  any  legal  expenses of other counsel (unless separate counsel is
          required  due  to conflict of interest) or any other expenses, in each
          case  subsequently  incurred  by such indemnified party, in connection
          with the defense thereof other than reasonable costs of investigation.
          No  indemnifying party shall, without the prior written consent of the
          indemnified  parties,  settle or compromise or consent to the entry of
          any  judgement with respect to any litigation, or any investigation or
          proceeding  by  any  governmental  agency  or  body,  commenced  or
          threatened,  or  any  claim  whatsoever  in  respect  of  which
          indemnification  or contribution could be sought under this subsection
          (a) or (b) above (whether or not the indemnified parties are actual or
          potential  parties  thereto),  unless  such  settlement, compromise or
          consent  (i)  includes  an  unconditional  release of each indemnified
          party  from  all  liability  arising  out  of  such  litigation,
          investigation,  proceeding  or  claim  and  (ii)  does  not  include a
          statement  as to or an admission of fault, culpability or a failure to
          act  by  or  on  behalf  of  any  indemnified  party.

          (d)     If  the  indemnification  provided  for in this  Section 8  is
          unavailable  to  or insufficient to hold harmless an indemnified party
          under  subsection  (a)  or (b) above in respect of any losses, claims,
          damages  or  liabilities  (or  actions in respect thereof) referred to
          therein,  then  each indemnifying party shall contribute to the amount
          paid  or payable by such indemnified party as a result of such losses,
          claims, damages or liabilities (or actions in respect thereof) in such
          proportion as is appropriate to reflect the relative benefits received
          by  the Company on the one hand and the Underwriters of the Designated
          Shares  on  the  other  from  the offering of the Designated Shares to
          which  such  loss,  claim,  damage  or liability (or action in respect
          thereof)  relates.  If,  however,  the  allocation  provided  by  the
          immediately  preceding  sentence is not permitted by applicable law or
          if  the  indemnified  party  failed  to give the notice required under
          subsection (c) above, then each indemnifying party shall contribute to
          such  amount  paid  or  payable  by  such  indemnified  party  in such
          proportion  as  is  appropriate  to  reflect  not  only  such relative
          benefits  but  also  the relative fault of the Company on the one hand
          and  the  Underwriters  of  the  Designated  Shares  on  the  other in
          connection  with  the  statements  or omissions which resulted in such
          losses,  claims,  damages  or  liabilities  (or  actions  in  respect
          thereof),  as well as any other relevant equitable considerations. The
          relative  benefits  received  by  the Company on the one hand and such
          Underwriters on the other shall be deemed to be in the same proportion
          as  the  total  net  proceeds  from  such  offering  (before deducting
          expenses)  received  by  the  Company  bear  to the total underwriting
          discounts  and commissions received by such Underwriters. The relative
          fault  shall  be  determined  by  reference  to,  among  other things,

                                       22
whether  the  untrue or alleged untrue statement of a material fact or
          the  omission  or alleged omission to state a material fact relates to
          information  supplied  by  the  Company  on  the  one  hand  or  such
          Underwriters on the other and the parties' relative intent, knowledge,
          access  to  information  and  opportunity  to  correct or prevent such
          statement  or omission. The Company and the Underwriters agree that it
          would  not  be  just  and  equitable  if contribution pursuant to this
          subsection  (d)  were  determined  by pro rata allocation (even if the
          Underwriters  were  treated  as one entity for such purpose) or by any
          other  method  of  allocation  which  does  not  take  account  of the
          equitable considerations referred to above in this subsection (d). The
          amount  paid  or  payable  by  an indemnified party as a result of the
          losses, claims, damages or liabilities (or actions in respect thereof)
          referred  to  above  in this subsection (d) shall be deemed to include
          any  legal  or  other expenses reasonably incurred by such indemnified
          party in connection with investigating or defending any such action or
          claim.  Notwithstanding  the  provisions  of  this  subsection (d), no
          Underwriter  shall  be  required to contribute any amount in excess of
          the amount by which the total price at which the applicable Designated
          Shares  underwritten  by it and distributed to the public were offered
          to the public exceeds the amount of any damages which such Underwriter
          has otherwise been required to pay by reason of such untrue or alleged
          untrue  statement or omission or alleged omission. No person guilty of
          fraudulent  misrepresentation  (within the meaning of Section 11(f) of
          the Act) shall be entitled to contribution from any person who was not
          guilty  of  such  fraudulent misrepresentation. The obligations of the
          Underwriters of Designated Shares in this subsection (d) to contribute
          are several in proportion to their respective underwriting obligations
          with  respect  to  such  Shares  and  not  joint.

          (e)     The obligations of the Company under this Section 8  shall  be
          in  addition to any liability which the Company may otherwise have and
          shall  extend,  upon the same terms and conditions, to each person, if
          any,  who  controls any Underwriter within the meaning of the Act; and
          the  obligations  of the Underwriters under this Section 8 shall be in
          addition  to  any  liability  which  the  respective  Underwriters may
          otherwise  have  and shall extend, upon the same terms and conditions,
          to  each  officer and trust manager of the Company and to each person,
          if  any,  who  controls  the  Company  within  the meaning of the Act.

          9.     (a)  If  any  Underwriter shall default in its obligation to
          purchase  the  Designated Shares which it has agreed to purchase under
          the  Pricing  Agreement  relating  to  such  Designated  Shares,  the
          Representatives  may  in  their  discretion  arrange for themselves or
          another  party  or other parties to purchase such Designated Shares on
          the  terms  contained  herein.  If  within thirty-six hours after such
          default  by any Underwriter the Representatives do not arrange for the
          purchase of such Designated Shares, then the Company shall be entitled
          to  a  further  period  of  thirty-six  hours  within which to procure
          another  party or other parties satisfactory to the Representatives to
          purchase  such  Designated  Shares  on  such terms. In the event that,
          within  the  respective  prescribed period, the Representatives notify

                                       23
the  Company  that  they  have  so  arranged  for the purchase of such
          Designated Shares, or the Company notifies the Representatives that it
          has  so  arranged  for  the  purchase  of  such Designated Shares, the
          Representatives  or  the  Company shall have the right to postpone the
          Time  of  Delivery for such Designated Shares for a period of not more
          than  seven  days,  in order to effect whatever changes may thereby be
          made  necessary  in  the  Registration  Statement or the Prospectus as
          amended  or  supplemented,  or in any other documents or arrangements,
          and  the Company agrees to file promptly any amendments or supplements
          to  the  Registration Statement or the Prospectus which in the opinion
          of  the  Representatives  may  thereby  be  made  necessary.  The term
          "Underwriter"  as  used  in  this  Agreement  shall include any person
          substituted  under this Section with like effect as if such person had
          originally  been a party to the Pricing Agreement with respect to such
          Designated  Shares.

          (b)     If,  after giving effect to  any arrangements for the purchase
          of  the  Designated Shares of a defaulting Underwriter or Underwriters
          by  the  Representatives and the Company as provided in subsection (a)
          above,  the  aggregate  number of such Designated Shares which remains
          unpurchased  does  not exceed one-tenth of the aggregate number of the
          Designated  Shares,  then  the Company shall have the right to require
          each  non-defaulting  Underwriter to purchase the number of Designated
          Shares  which  such  Underwriter  agreed to purchase under the Pricing
          Agreement  relating  to  such  Designated  Shares and, in addition, to
          require each non-defaulting Underwriter to purchase its pro rata share
          (based  on  the  number  of  Designated  Shares which such Underwriter
          agreed  to  purchase  under  such Pricing Agreement) of the Designated
          Shares  of  such defaulting Underwriter or Underwriters for which such
          arrangements  have  not  been made; but nothing herein shall relieve a
          defaulting  Underwriter  from  liability  for  its  default.

          (c)     If,  after giving effect to  any arrangements for the purchase
          of  the  Designated Shares of a defaulting Underwriter or Underwriters
          by  the  Representatives and the Company as provided in subsection (a)
          above,  the  aggregate  number  of  Designated  Shares  which  remains
          unpurchased  exceeds  one-tenth  of  the  aggregate  number  of  the
          Designated  Shares,  as referred to in subsection (b) above, or if the
          Company shall not exercise the right described in subsection (b) above
          to  require  non-defaulting Underwriters to purchase Designated Shares
          of  a  defaulting  Underwriter  or  Underwriters,  then  the  Pricing
          Agreement  relating  to  such  Designated  Shares  shall  thereupon
          terminate,  without  liability  on  the  part  of  any  non-defaulting
          Underwriter or the Company, except for the expenses to be borne by the
          Company  and  the Underwriters as provided in Section 6 hereof and the
          indemnity and contribution agreements in Section 8 hereof; but nothing
          herein  shall  relieve a defaulting Underwriter from liability for its
          default.

     10.  The respective  indemnities,  agreements,  representations, warranties
and  other  statements of the Company and the several Underwriters, as set forth
in  this  Agreement  or  made by or on behalf of them, respectively, pursuant to
this  Agreement,  shall  remain  in  full  force  and  effect, regardless of any

                                       24
investigation  (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or  any officer or trust manager or controlling person of the Company, and shall
survive  delivery  of  and  payment  for  the  Shares.

     11.  If  any  Pricing Agreement shall  be  terminated pursuant to Section 9
hereof,  the  Company  shall  not then be under any liability to any Underwriter
with  respect  to the Designated Shares covered by such Pricing Agreement except
as  provided  in  Section  6  and  Section 8 hereof.  If this Agreement shall be
terminated  as  a  result of any of the conditions set forth in Section 7 hereof
(other  than  Section  7(g)(i),  (iii) or (iv)) not being satisfied, the Company
will  reimburse  the  Underwriters  through  the  Representatives  for  all
out-of-pocket  expenses  approved  in  writing by the Representatives, including
fees  and  disbursements  of counsel, reasonably incurred by the Underwriters in
making  preparations  for  the  purchase,  sale  and delivery of such Designated
Shares,  but  the  Company  shall  then  be  under  no  further liability to any
Underwriter  with  respect  to  such  Designated  Shares  except  as provided in
Sections  6  and  8  hereof.

     12.  In all dealings  hereunder, the Representatives of the Underwriters of
Designated  Shares  shall  act  on  behalf of each of such Underwriters, and the
parties  hereto  shall  be entitled to act and rely upon any statement, request,
notice  or  agreement  on  behalf  of  any  Underwriter  made  or  given by such
Representatives  jointly  or  by  such of the Representatives, if any, as may be
designated  for  such  purpose  in  the  Pricing  Agreement.

     All  statements,  requests,  notices and agreements hereunder  shall  be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing  Agreement;  and  if  to the Company shall be delivered or sent by mail,
telex  or  facsimile transmission to the address of the Company set forth in the
Registration Statement: Attention: Secretary; provided, however, that any notice
to  an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail,  telex  or  facsimile  transmission to such Underwriter at its address set
forth  in  its  Underwriters'  Questionnaire,  or  telex  constituting  such
Questionnaire,  which  address  will  be  supplied  to  the  Company  by  the
Representatives  upon  request.  Any  such  statements,  requests,  notices  or
agreements  shall  take  effect  upon  receipt  thereof.

     13.  This  Agreement and each  Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the extent
provided  in  Sections  8  and 10 hereof, the officers and trust managers of the
Company  and  each person who controls the Company or any Underwriter, and their
respective  heirs,  executors,  administrators,  successors  and assigns, and no
other  person  shall  acquire  or  have  any  right  under  or by virtue of this
Agreement or any such Pricing Agreement.  No purchaser of any of the Shares from
any  Underwriter  shall be deemed a successor or assign by reason merely of such
purchase.

     14.  Time  shall  be  of the  essence of  each Pricing Agreement.  As  used
herein,  "business  day"  shall  mean  any  day  when the Commission's office in
Washington,  D.C.  is  open  for  business.

     15.  This Agreement and  each  Pricing  Agreement  shall be governed by and
construed  in  accordance  with  the  laws  of  the  State  of  New  York.

                                       25
16.  This  Agreement and each Pricing Agreement may be executed by  any one
or more of the parties hereto and thereto in any number of counterparts, each of
which  shall  be  deemed to be an original, but all such respective counterparts
shall  together  constitute  one  and  the  same  instrument.

     If the  foregoing  is  in  accordance  with your understanding, please sign
and return  to  us  four  counterparts  hereof.

                                          Very  truly  yours,

                                          WEINGARTEN  REALTY  INVESTORS

                                          By:    /s/  Stephen  C.  Richter
                                             ---------------------------------
                                             Name:  Stephen  C.  Richter
                                             Title:  Chief  Financial  Officer

Accepted  as  of  the  date  hereof:

MERRILL  LYNCH,  PIERCE,  FENNER  &  SMITH
       INCORPORATED
BANC  OF  AMERICA  SECURITIES  LLC
FIRST  UNION  SECURITIES,  INC.
MCDONALD  INVESTMENTS  INC.

BY:  MERRILL  LYNCH,  PIERCE,  FENNER  &  SMITH
       INCORPORATED

By:    /s/  John  P.  Case
     ------------------------
       Authorized  Signatory

                                       26
ANNEX I
                                                                         -------

                                Pricing Agreement
                                -----------------

[Name(s)  of  Representative(s)]
  As  Representatives  of  the  several
  Underwriters  named  in  Schedule  I  hereto,
[Name  and  address  of  Representative]

                                                        _________________,  200_

Dear  Sirs:

     Weingarten  Realty  Investors,  a  Texas  real estate investment trust (the
"Company"),  proposes,  subject to the terms and conditions stated herein and in
the  Underwriting  Agreement,  dated _______________ __, 200_ (the "Underwriting
Agreement"),  between  the Company on the one hand and [names of Representatives
named therein] on the other hand, to issue and sell to the Underwriters named in
Schedule  I  hereto  (the  "Underwriters")  the  Shares specified in Schedule II
hereto  (the  "Designated  Shares").  Each of the provisions of the Underwriting
Agreement  is  incorporated  herein  by  reference in its entirety, and shall be
deemed  to  be a part of this Agreement to the same extent as if such provisions
had  been  set  forth  in  full  herein;  and  each  of  the representations and
warranties  set forth therein shall be deemed to have been made at and as of the
date  of  this  Pricing  Agreement, except that each representation and warranty
which  refers to the Prospectus in Section 2 of the Underwriting Agreement shall
be  deemed to be a representation or warranty as of the date of the Underwriting
Agreement  in  relation  to  the  Prospectus  (as  therein  defined), and also a
representation and warranty as of the date of this Pricing Agreement in relation
to  the  Prospectus as amended or supplemented relating to the Designated Shares
which  are  the  subject  of  this  Pricing  Agreement.  Each  reference  to the
Representatives  herein  and  in the provisions of the Underwriting Agreement so
incorporated  by  reference  shall  be deemed to refer to you.  Unless otherwise
defined  herein,  terms defined in the Underwriting Agreement are used herein as
therein  defined.  The  Representatives  designated  to  act  on  behalf  of the
Representatives  and  on  behalf  of  each of the Underwriters of the Designated
Shares  pursuant  to Section 12 of the Underwriting Agreement and the address of
the  Representatives  referred to in such Section 12 are set forth at the end of
Schedule  II  hereto.

     An  amendment  to  the  Registration  Statement,  or  a  supplement  to the
Prospectus,  as  the case may be, relating to the Designated Shares, in the form
heretofore  delivered  to  you  is now proposed to be filed with the Commission.

     Subject  to  the  terms  and  conditions  set  forth  herein  and  in  the
Underwriting  Agreement  incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally  and  not jointly, to purchase from the Company, at the time and place
and  at  the purchase price to the Underwriters set forth in Schedule II hereto,
the  number of Designated Shares set forth opposite the name of such Underwriter
in  Schedule  I  hereto.

     If  the foregoing is in accordance with your understanding, please sign and
return  to  us  ____  counterparts hereof, and upon acceptance hereof by you, on
behalf  of  each  of  the  Underwriters, this letter and such acceptance hereof,
including  the  provisions  of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and  the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a  form of Agreement among Underwriters, the form of which shall be submitted to
the  Company  for  examination upon request, but without warranty on the part of
the  Representatives  as  to  the  authority  of  the  signers  thereof.

                                                 Very  truly  yours,

                                                 WEINGARTEN  REALTY  INVESTORS

                                                 By:  ________________________
                                                      Name:
                                                      Title:

Accepted  as  of  the  date  hereof:

[Name  of  Representatives]

By_______________________

On  behalf  of  each  of  the  Underwriters
SCHEDULE I
                                   ----------

                                                           Number of
                                                       Designated Shares
       Underwriter                                      to be Purchased
       -----------                                   ---------------------

            Total . . . . . . . . . . . . . . . . . . . . . . . .  ------------
SCHEDULE II
                                   -----------

TITLE  OF  DESIGNATED  SHARES:

[DATE  OF  BOARD  RESOLUTION  ESTABLISHING  DESIGNATED  SHARES:]

NUMBER  OF  DESIGNATED  SHARES:

INITIAL  OFFERING  PRICE  TO  PUBLIC:

     [$  ___  per  share]  [Formula]

PURCHASE  PRICE  BY  UNDERWRITERS:

     [$  ___  per  share]  [Formula]

[COMMISSION  PAYABLE  TO  UNDERWRITERS:

     $  ___  per  share]

SPECIFIED  FUNDS  FOR  PAYMENT  OF  PURCHASE  PRICE:

     [New  York]  Clearing  House  funds

DIVIDEND  RATE:

     [   %  per  annum]

DIVIDEND  PAYMENT  DATES:

     [months  and  dates]

DIVIDEND  RIGHTS:

     [Non-]  cumulative,  [deferred]

VOTING  RIGHTS:

LIQUIDATION  RIGHTS:

PREEMPTIVE  AND  CONVERSION  RIGHTS:

REDEMPTION  PROVISIONS:

     [No  provisions  for  redemption]
[The Designated Shares may be redeemed, [otherwise than through the sinking
     fund,]  in  whole or in part at the option of the Company, [on or after, at
     the  following  redemption  prices:

                 Year                  Redemption Price
                 ----                  ----------------

     and  thereafter at $per share, together in each case with accrued dividends
     to  the  redemption  date.]

     [on  any  dividend  payment date falling in or after , , at the election of
     the Company, at a redemption price equal to the stated amount thereof, plus
     accrued  dividends  to  the  date  of  redemption.]
     [Other  possible  redemption  provisions, such as mandatory redemption upon
     occurrence  of  certain  events  or  redemption  for  changes  in  tax law]

SINKING  FUND  PROVISIONS:

     [None]

     [The  Designated  Shares  are  entitled to the benefit of a sinking fund to
     retire  Designated  Shares on in each of the years through at 100% of their
     stated  amount  plus  accrued  dividends]  [,  together  with  [cumulative]
     [noncumulative]  redemptions  at  the  option  of  the Company to retire an
     additional  Designated  Shares in the years through at 100% of their stated
     amount  plus  accrued  dividends].

TIME  OF  DELIVERY:

CLOSING  LOCATION  FOR  DELIVERY  OF  SHARES:

NAMES  AND  ADDRESSES  OF  REPRESENTATIVES:

     Designated  Representatives:

     Address  for  Notices,  etc.:

[OTHER  TERMS]*:

___________

     *A  description  of  particular  tax,  accounting or other unusual features
(such  as the addition of event risk provisions) of the Designated Shares should
be  set  forth,  or  referenced  to an attached and accompanying description, if
necessary  to ensure agreement as to the terms of the Shares to be purchased and
sold.  Such  a  description  might  appropriately  be  in the form in which such
features  will  be  described  in  the  Prospectus  Supplement for the offering.
ANNEX II
                                                                        --------

Pursuant  to  Section  7(d) of the Underwriting Agreement, the accountants shall
furnish  letters  to  the  Underwriters  to  the  effect  that:

          (i)  They are independent certified public accountants with respect to
     the  Company  and  its  subsidiaries  within the meaning of the Act and the
     applicable  published  rules  and  regulations  thereunder;

         (ii)  In  their opinion, the financial statements and any supplementary
     financial  information and schedules audited (and, if applicable, financial
     forecasts  and/or  pro  forma  financial  information) examined by them and
     included  or incorporated by reference in the Registration Statement or the
     Prospectus  comply  as to form in all material respects with the applicable
     accounting  requirements of the Act or the Exchange Act, as applicable, and
     the related published rules and regulations thereunder; and, if applicable,
     they  have  made  a  review in accordance with standards established by the
     American  Institute  of  Certified  Public  Accountants of the consolidated
     interim  financial statements, selected financial data, pro forma financial
     information,  financial  forecasts  and/or  condensed  financial statements
     derived  from  audited  financial statements of the Company for the periods
     specified  in such letter, as indicated in their reports thereon, copies of
     which  have  been  [separately]  furnished  to  the  representative  or
     representatives  of  the  Underwriters (the "Representatives") such term to
     include  an  Underwriter  or  Underwriters  who  act without any firm being
     designated  as  its  or  their  representatives  [and are attached hereto];

        (iii)  They  have made a review in accordance with standards established
     by  the American Institute of Certified Public Accountants of the unaudited
     condensed  consolidated  statements  of income, consolidated balance sheets
     and consolidated statements of cash flows included in the Prospectus and/or
     included  in  the  Company's  quarterly report on Form 10-Q incorporated by
     reference  into  the  Prospectus  as indicated in their reports thereon, as
     applicable,  copies  of  which  [have  been  separately  furnished  to  the
     Representatives][are  attached  hereto];  and  on  the  basis  of specified
     procedures  including  inquiries  of  officials  of  the  Company  who have
     responsibility  for  financial and accounting matters regarding whether the
     unaudited  condensed  consolidated  financial  statements  referred  to  in
     paragraph  (vi)(A)(i) below comply as to form in all material respects with
     the  applicable  accounting  requirements of the [Act and the Exchange] Act
     and  the  related  published  rules  and regulations, nothing came to their
     attention  that  caused  them  to  believe  that  the  unaudited  condensed
     consolidated  financial statements do not comply as to form in all material
     respects  with  the  applicable accounting requirements of the [Act and the
     Exchange]  Act  and  the  related  published  rules  and  regulations;

       (iv)  The  unaudited  selected  financial information with respect to the
     consolidated  results  of  operations and financial position of the Company
     for  the  five  most  recent  fiscal  years  included in the Prospectus and
     included  or  incorporated  by  reference in Item 6 of the Company's Annual
     Report  on  Form  10-K  for  the  most  recent  fiscal year agrees with the
     corresponding  amounts  (after restatement where applicable) in the audited
     consolidated  financial  statements  for  five such fiscal years which were
     included  or  incorporated  by reference in the Company's Annual Reports on
     Form  10-K  for  such  fiscal  years;

        (v)  They have compared the information in the Prospectus under selected
     captions  with  the  disclosure  requirements  of Regulation S-K and on the
     basis  of limited procedures specified in such letter nothing came to their
     attention  as  a  result  of  the  foregoing procedures that caused them to
     believe  that  this  information  does not conform in all material respects
     with  the  disclosure  requirements  of  Items  301,  302,  402  and 503(d)
     respectively,  of  Regulation  S-K;

       (vi)  On the basis of limited procedures, not constituting an examination
     in  accordance  with generally accepted auditing standards, consisting of a
     reading  of  the  unaudited  financial  statements  and  other  information
referred  to  below,  a  reading  of the latest available interim financial
     statements  of  the  Company and its subsidiaries, inspection of the minute
     books  of  the  Company  and  its subsidiaries since the date of the latest
     audited  financial  statements included or incorporated by reference in the
     Prospectus,  inquiries  of  officials  of  the Company and its subsidiaries
     responsible  for  financial and accounting matters and such other inquiries
     and  procedures  as  may be specified in such letter, nothing came to their
     attention  that  caused  them  to  believe  that:

              (A)  (i)  the  unaudited  condensed  consolidated  statements  of
          income,  consolidated  balance  sheets  and consolidated statements of
          cash  flows included in the Prospectus and/or included or incorporated
          by  reference  in  the  Company's  Quarterly  Reports  on  Form  10-Q
          incorporated  by  reference in the Prospectus do not comply as to form
          in  all  material respects with the applicable accounting requirements
          of  the  Exchange Act and the related published rules and regulations,
          or  (ii)  any  material  modifications should be made to the unaudited
          condensed  consolidated  statements  of  income,  consolidated balance
          sheets  and  consolidated  statements  of  cash  flows included in the
          Prospectus or included in the Company's Quarterly Reports on Form 10-Q
          incorporated  by  reference  in  the  Prospectus  for  them  to  be in
          conformity  with  generally  accepted  accounting  principles;

              (B)  any  other  unaudited income statement data and balance sheet
          items  included  in the Prospectus do not agree with the corresponding
          items  in  the  unaudited consolidated financial statements from which
          such  data  and  items  were  derived, and any such unaudited data and
          items were not determined on a basis substantially consistent with the
          basis  for  the  corresponding  amounts  in  the  audited consolidated
          financial  statements  included  or  incorporated  by reference in the
          Company's  Annual Report on Form 10-K for the most recent fiscal year;

              (C)  the unaudited financial statements  which  were  not included
          in  the Prospectus but from which were derived the unaudited condensed
          financial  statements  referred  to  in  clause  (A) and any unaudited
          income  statement  data  and  balance  sheet  items  included  in  the
          Prospectus  and  referred  to  in  Clause (B) were not determined on a
          basis  substantially  consistent  with  the  basis  for  the  audited
          financial  statements  included  or  incorporated  by reference in the
          Company's  Annual Report on Form 10-K for the most recent fiscal year;

              (D)  any  unaudited  pro  forma  consolidated condensed  financial
          statements  included or incorporated by reference in the Prospectus do
          not  comply  as  to  form in all material respects with the applicable
          accounting  requirements  of  the  Act  and  the  published  rules and
          regulations  thereunder  or  the  pro  forma adjustments have not been
          properly applied to the historical amounts in the compilation of those
          statements;

              (E)  as of a  specified  date not more than five days prior to the
          date  of  such letter, there have been any changes in the consolidated
          capital  stock (other than issuances of capital stock upon exercise of
          options  and  stock appreciation rights, upon earn-outs of performance
          shares  and  upon  conversions of convertible securities, in each case
          which  were  outstanding  on  the  date  of  the  latest balance sheet
          included  or  incorporated  by  reference  in  the  Prospectus) or any
          increase  in  the  consolidated  long-term debt of the Company and its
          subsidiaries,  or  any decreases in consolidated net current assets or
          net  assets  or  shareholders'  equity or other items specified by the
          Representatives,  or  any  increases  in  any  items  specified by the
          Representatives,  in  each  case as compared with amounts shown in the
          latest  balance  sheet  included  or  incorporated by reference in the
          Prospectus,  except  in  each case for changes, increases or decreases
          which the Prospectus discloses have occurred or may occur or which are
          described  in  such  letter;  and

              (F)  for  the  period  from  the  date  of  the  latest financial
          statements  included or incorporated by reference in the Prospectus to
          the  specified date referred to in Clause (E) there were any decreases
          in total revenues or net income or net income per share or other items
          specified  by  the  Representatives,  or  any  increases  in any items
          specified  by  the  Representatives, in each case as compared with the
          comparable  period  of the preceding year and with any other period of
          corresponding  length specified by the Representatives, except in each
          case  for  increases  or decreases which the Prospectus discloses have
          occurred  or  may  occur  or  which  are described in such letter; and

        (vii)  In  addition to the audit referred to in their report(s) included
or  incorporated  by  reference  in  the  Prospectus and the limited procedures,
inspection  of  minute  books,  inquiries  and  other  procedures referred to in
paragraphs  (iii)  and  (vi)  above,  they  have  carried  out certain specified
procedures,  not  constituting  an  audit  in accordance with generally accepted
auditing  standards,  with respect to certain amounts, percentages and financial
information  specified by the Representatives which are derived from the general
accounting  records  of  the  Company  and its subsidiaries, which appear in the
Prospectus (excluding documents incorporated by reference), or in Part II of, or
in  exhibits  and  schedules  to,  the  Registration  Statement specified by the
Representatives  or  in  documents  incorporated  by reference in the Prospectus
specified  by  the  Representatives,  and have compared certain of such amounts,
percentages and financial information with the accounting records of the Company
and  its  subsidiaries  and  have  found  them  to  be  in  agreement.

     All  references in this Annex II to the Prospectus shall be deemed to refer
                             --------
to the Prospectus (including the documents incorporated by reference therein) as
defined  in the Underwriting Agreement as of the date of the letter delivered on
the  date  of  the  Pricing  Agreement  for  purposes  of such letter and to the
Prospectus  as  amended or supplemented (including the documents incorporated by
reference  therein) in relation to the applicable Designated Shares for purposes
of  the  letter  delivered  at  the Time of Delivery for such Designated Shares.
ANNEX III
                                                                       ---------

        Alabama-Shepherd  Shopping  Center
        AN/WRI  Partnership,  Ltd.
        East  Town,  Lake  Charles  Co.
        Eastex  Venture
        Jacinto  City,  Ltd.
        Lisbon  Street  Shopping  Trust
        Main/O.S.T.,  Ltd.
        Markham  West  Shopping  Center,  L.P.
        NEC  Dalrock  and  SH  66,  Ltd.
        Northwest  Hollister  Venture
        Phelan  Boulevard  Venture
        Rosenberg,  Ltd.
        S/W  Albuquerque,  L.P.
        Sheldon  Center,  Ltd.
        South  Loop-Long  Wayside  Company
        SPM/WRI  College  Station,  L.P.
        SPM/WRI  Rockwall,  L.P.
        Weingarten/Bridges  at  Smoky  Hills
        Weingarten/Finger  Venture
        Weingarten/Miller/Aurora
        Weingarten/Miller  Elizabeth
        Weingarten/Miller/Englewood
        Weingarten/Miller/Fiest  Joint  Vent
        Weingarten/Miller/Lowry
        Weingarten/Miller/Thorncreek  Joint
        Weingarten-Murphy,  Ltd.
        WRI/Crosby  Venture
        WRI/Dickinson  Venture