As filed with the Securities and Exchange Commission on October 14, 1997.
                             Registration No. 333-



                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                          WEINGARTEN REALTY INVESTORS
(Exact  Name  of  Registrant  as  Specified  in  its  Charter)

                 TEXAS                                      74-1464203
(State or Other Jurisdiction of Incorporation         (I.R.S. Employer
            or Organization)                    Identification Number)
        2600 CITADEL PLAZA DRIVE                            77292-4133
            P.O. BOX 924133                                 (Zip Code)
            HOUSTON, TEXAS
        (Address of Principal
         Executive Officers)


              WEINGARTEN REALTY INVESTORS 1988 SHARE OPTION PLAN
                           (Full Title of the Plan)

                              STANFORD ALEXANDER
                                   CHAIRMAN
                          WEINGARTEN REALTY INVESTORS
                           2600 CITADEL PLAZA DRIVE
                                P.O. BOX 924133
                           HOUSTON, TEXAS 77292-4133
                    (Name and Address of Agent for Service)

                                (713) 866-6000
         (Telephone Number, Including Area Code, of Agent for Service)

                                  Copies to:
                               BRYAN L. GOOLSBY
                                 GINA E. BETTS
                          LIDDELL, SAPP, ZIVLEY, HILL
                               & LABOON, L.L.P.
                          2200 ROSS AVENUE, SUITE 900
                             DALLAS, TEXAS  75201
                             --------------------

<TABLE>
<CAPTION>

                                 CALCULATION OF REGISTRATION FEE

                                              Proposed             Proposed
                                               Maximum              Maximum          Amount of
Tile of Securities to be   Amount to be  Offering Price Per        Aggregate        Registration
registered (1)              Registered          Share         Offering Price (2)      Fee (3)
<S>                        <C>           <C>                  <C>                   <C>
Common Shares of             200,000           $40.25             $8,050,000           $2,440
Beneficial Interest, par
value $0.03 per share
=========================                                                                 
<FN>

     (1)  Consists  of  Common Shares of Beneficial Interest of the Registrant which are issuable
          pursuant  to  the  Registrant's  1993  Share  Incentive  Plan.
     (2)  Estimated  solely  for  the  purpose  of  determining  the  registration  fee.
     (3)  Calculated  pursuant  to  Rule  457(c)
</TABLE>


                               EXPLANATORY NOTE

     This  Registration Statement on Form S-8 is filed in order to register an
additional  200,000  Common  Shares of Beneficial Interest, par value $.03 per
share,  of Weingarten Realty Investors for issuance pursuant to the 1988 Share
Option  Plan    (the  "Plan").    The  contents  of  that earlier Registration
Statement  (Registration  No.  33-24364),  which registered 150,000 shares for
issuance  under  the  Plan  and  was  filed  on  September 9, 1988, are hereby
incorporated  by  reference.

                                  SIGNATURES

Pursuant  to  the  requirements  of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds to believe that it meets all the
requirements  for  filing  on  Form  S-8 and has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by the undersigned, thereunto duly
authorized,  in  the  City  of  Houston,  State  of Texas, on this 13th day of
October,  1997.


                                   WEINGARTEN  REALTY  INVESTORS


                                   /s/  Stanford  Alexander
                                   -------------------------
                                   Stanford  Alexander
                                   Chairman  and  Chief  Executive  Officer


Each  person  whose  signature appears below constitutes and appoints Stanford
Alexander  and  Martin  Debrovner,  and  each  of  them,  his  true and lawful
attorneys-in-fact  and  agents,  each  with  full  power  of  substitution and
resubstitution,  severally,  for  him and in his name, place and stead, in any
and  all  capacities, to sign any and all amendments (including post-effective
amendments)  to  this  Registration  Statement, and to file the same, with all
exhibits  thereto  and  other  documents  in  connection  therewith,  with the
Securities  and  Exchange Commission, granting unto said attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act  and  thing  requisite  and  necessary  to be done in and about the
premises,  as  fully  to  all  intents and purposes as he might or could do in
person,  hereby  ratifying  and confirming all that said attorneys-in-fact and
agents, or any of them or their or his substitute or substitutes, may lawfully
do  or  cause  to  be  done  by  virtue  hereof.

Pursuant  to the requirements of the Securities Act of 1933, this Registration
Statement  has  been  signed by the following persons in the capacities and on
the  dates  indicated.

<TABLE>
<CAPTION>

Signatures                                 Title                      Date
----------------------------  --------------------------------  ----------------
<S>                           <C>                               <C>
/s/ Stanford Alexander        Chairman and Trust Manager        October 13, 1997
----------------------------                                                    
Stanford Alexander            (Chief Executive Officer)
/s/ Andrew MAlexander         President and Trust Manager       October 13, 1997
----------------------------                                                    
Andrew M. Alexander
/s/ Robert J. Cruikshank      Trust Manager                     October 13, 1997
----------------------------                                                    
Robert J. Cruikshank
/s/ Martin Debrovner          Vice Chairman and Trust Manager   October 13, 1997
----------------------------                                                    
Martin Debrovner
/s/ Melvin A. Dow             Trust Manager                     October 13, 1997
----------------------------                                                    
Melvin A. Dow
/s/ Stephen A. Lasher         Trust Manager                     October 13, 1997
----------------------------                                                    
Stephen A. Lasher
/s/ Joseph W. Robertson, Jr.  Executive Vice President and      October 13, 1997
----------------------------                                                    
Joseph W. Robertson, Jr.      Trust Manager
                              (Chief Financial Officer)
/s/ Douglas W. Schnitzer      Trust Manager                     October 13, 1997
----------------------------                                                    
Douglas W. Schnitzer
/s/ Marc J. Shapiro           Trust Manager                     October 13, 1997
----------------------------                                                    
Marc J. Shapiro
/s/ J.T. Trotter              Trust Manager                     October 13, 1997
----------------------------                                                    
J.T. Trotter
</TABLE>


                                 EXHIBIT INDEX


EXHIBIT
NUMBER                    DESCRIPTION
------                    -----------

*   5.1  Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.

*  23.1  Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
         (included  in  Exhibit  5.1  hereto).

*  23.2  Consent  of  Deloitte  &  Touche  LLP.

*  24.1  Power of Attorney (See page II-3 of this Registration Statement).

*  Filed  herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 8298}]
{"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": "S-8", "act": "33", "file-number": "333-37831", "film-number": "97695281"}, "business-address": {"street1": "2600 CITADEL PLAZA DR", "city": "HOUSTON", "state": "TX", "zip": "77008", "phone": "7138666000"}, "mail-address": {"street1": "P O BOX 924133", "street2": "P O BOX 924133", "city": "HOUSTON", "state": "TX", "zip": "77292-4133"}}
As filed with the Securities and Exchange Commission on October 14, 1997.
                             Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                          WEINGARTEN REALTY INVESTORS
(Exact  Name  of  Registrant  as  Specified  in  its  Charter)

                 TEXAS                                      74-1464203
(State or Other Jurisdiction of Incorporation         (I.R.S. Employer
            or Organization)                    Identification Number)
        2600 CITADEL PLAZA DRIVE                            77292-4133
            P.O. BOX 924133                                 (Zip Code)
            HOUSTON, TEXAS
        (Address of Principal
         Executive Officers)

              WEINGARTEN REALTY INVESTORS 1988 SHARE OPTION PLAN
                           (Full Title of the Plan)

                              STANFORD ALEXANDER
                                   CHAIRMAN
                          WEINGARTEN REALTY INVESTORS
                           2600 CITADEL PLAZA DRIVE
                                P.O. BOX 924133
                           HOUSTON, TEXAS 77292-4133
                    (Name and Address of Agent for Service)

                                (713) 866-6000
         (Telephone Number, Including Area Code, of Agent for Service)

                                  Copies to:
                               BRYAN L. GOOLSBY
                                 GINA E. BETTS
                          LIDDELL, SAPP, ZIVLEY, HILL
                               & LABOON, L.L.P.
                          2200 ROSS AVENUE, SUITE 900
                             DALLAS, TEXAS  75201
                             --------------------
CALCULATION OF REGISTRATION FEE

                                              Proposed             Proposed
                                               Maximum              Maximum          Amount of
Tile of Securities to be   Amount to be  Offering Price Per        Aggregate        Registration
registered (1)              Registered          Share         Offering Price (2)      Fee (3)
Common Shares of             200,000           $40.25             $8,050,000           $2,440
Beneficial Interest, par
value $0.03 per share
=========================
(1)  Consists  of  Common Shares of Beneficial Interest of the Registrant which are issuable
          pursuant  to  the  Registrant's  1993  Share  Incentive  Plan.
     (2)  Estimated  solely  for  the  purpose  of  determining  the  registration  fee.
     (3)  Calculated  pursuant  to  Rule  457(c)
EXPLANATORY NOTE

     This  Registration Statement on Form S-8 is filed in order to register an
additional  200,000  Common  Shares of Beneficial Interest, par value $.03 per
share,  of Weingarten Realty Investors for issuance pursuant to the 1988 Share
Option  Plan    (the  "Plan").    The  contents  of  that earlier Registration
Statement  (Registration  No.  33-24364),  which registered 150,000 shares for
issuance  under  the  Plan  and  was  filed  on  September 9, 1988, are hereby
incorporated  by  reference.

                                  SIGNATURES

Pursuant  to  the  requirements  of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds to believe that it meets all the
requirements  for  filing  on  Form  S-8 and has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by the undersigned, thereunto duly
authorized,  in  the  City  of  Houston,  State  of Texas, on this 13th day of
October,  1997.

                                   WEINGARTEN  REALTY  INVESTORS

                                   /s/  Stanford  Alexander
                                   -------------------------
                                   Stanford  Alexander
                                   Chairman  and  Chief  Executive  Officer

Each  person  whose  signature appears below constitutes and appoints Stanford
Alexander  and  Martin  Debrovner,  and  each  of  them,  his  true and lawful
attorneys-in-fact  and  agents,  each  with  full  power  of  substitution and
resubstitution,  severally,  for  him and in his name, place and stead, in any
and  all  capacities, to sign any and all amendments (including post-effective
amendments)  to  this  Registration  Statement, and to file the same, with all
exhibits  thereto  and  other  documents  in  connection  therewith,  with the
Securities  and  Exchange Commission, granting unto said attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act  and  thing  requisite  and  necessary  to be done in and about the
premises,  as  fully  to  all  intents and purposes as he might or could do in
person,  hereby  ratifying  and confirming all that said attorneys-in-fact and
agents, or any of them or their or his substitute or substitutes, may lawfully
do  or  cause  to  be  done  by  virtue  hereof.

Pursuant  to the requirements of the Securities Act of 1933, this Registration
Statement  has  been  signed by the following persons in the capacities and on
the  dates  indicated.
Signatures                                 Title                      Date
----------------------------  --------------------------------  ----------------
/s/ Stanford Alexander        Chairman and Trust Manager        October 13, 1997
----------------------------                                                    
Stanford Alexander            (Chief Executive Officer)
/s/ Andrew MAlexander         President and Trust Manager       October 13, 1997
----------------------------                                                    
Andrew M. Alexander
/s/ Robert J. Cruikshank      Trust Manager                     October 13, 1997
----------------------------                                                    
Robert J. Cruikshank
/s/ Martin Debrovner          Vice Chairman and Trust Manager   October 13, 1997
----------------------------                                                    
Martin Debrovner
/s/ Melvin A. Dow             Trust Manager                     October 13, 1997
----------------------------                                                    
Melvin A. Dow
/s/ Stephen A. Lasher         Trust Manager                     October 13, 1997
----------------------------                                                    
Stephen A. Lasher
/s/ Joseph W. Robertson, Jr.  Executive Vice President and      October 13, 1997
----------------------------                                                    
Joseph W. Robertson, Jr.      Trust Manager
                              (Chief Financial Officer)
/s/ Douglas W. Schnitzer      Trust Manager                     October 13, 1997
----------------------------                                                    
Douglas W. Schnitzer
/s/ Marc J. Shapiro           Trust Manager                     October 13, 1997
----------------------------                                                    
Marc J. Shapiro
/s/ J.T. Trotter              Trust Manager                     October 13, 1997
----------------------------                                                    
J.T. Trotter
EXHIBIT INDEX

EXHIBIT
NUMBER                    DESCRIPTION
------                    -----------

*   5.1  Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.

*  23.1  Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
         (included  in  Exhibit  5.1  hereto).

*  23.2  Consent  of  Deloitte  &  Touche  LLP.

*  24.1  Power of Attorney (See page II-3 of this Registration Statement).

*  Filed  herewith.