As filed with the Securities and Exchange Commission on January 19, 2000
                                                   Registration  No.  333-_____.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ________________
                           WEINGARTEN REALTY INVESTORS
             (Exact Name of Registrant as Specified in its Charter)
<TABLE>
<CAPTION>
<S>                                          <C>
          TEXAS                                    74-1464203
  (State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization)            Identification Number

   2600 CITADEL PLAZA DRIVE                        77008
          SUITE 300                               (Zip Code)
        HOUSTON, TEXAS
    (Address of Principal
      Executive Officers)
</TABLE>


                           WEINGARTEN REALTY INVESTORS
                            1993 INCENTIVE SHARE PLAN
                            (Full Title of the Plan)

                               STANFORD ALEXANDER
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           WEINGARTEN REALTY INVESTORS
                       2600 CITADEL PLAZA DRIVE, SUITE 300
                              HOUSTON, TEXAS 77008
                     (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
                            LOCKE LIDDELL & SAPP LLP
                          2200 ROSS AVENUE, SUITE 2200
                               DALLAS, TEXAS 75201
                                  _____________

<TABLE>
<CAPTION>
==========================================================================================================
                                     CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
                                  Amount        Proposed Maximum    Proposed Maximum           Amount of
      Title of Securities         to be          Offering Price        Aggregate             Registration
       to be registered         Registered        Per Share (2)     Offering Price (2)         Fee (3)
----------------------------------------------------------------------------------------------------------
<S>                           <C>              <C>                  <C>                   <C>
Common Shares of
Beneficial Interest,par
value $0.03 per share           750,000 (1)    $          39.438    $       29,578,500    $          7,809
==========================================================================================================
</TABLE>

(1)  Represents  750,000  additional  common  shares issuable pursuant to the
     Weingarten  Realty  Investors  1993  Incentive  Share  Plan.
(2)  Estimated  solely  for  the  purpose of calculating the  registration fee
     pursuant to  Rule  457(c) and (h) based on an average of the high and low
     sales prices  of  the common shares on the  New  York  Stock Exchange on
     January 12, 2000 of  $39.438  per  share.
(3)  In  addition,  pursuant to Rule 416(c) under the  Securities Act of 1933,
     this  Registration  Statement  also  covers  an  indeterminate  amount of
     interests  to be  offered  or sold pursuant to the employee  benefit plan
     described herein.

<PAGE>

                                EXPLANATORY NOTE

     This  Registration  Statement  on Form S-8 is filed in order to register an
additional  750,000  common  shares  of beneficial interest, par value $0.03 per
share,  for  issuance  pursuant  to  our  1993 Incentive Share Plan.  The common
shares  registered  by  this Registration Statement are additional securities of
the  same  class  and  relate  to  the  same  benefit  plan  for  which we filed
Registration  Statements  on Form S-8 (Nos. 033-52473 and 333-37823), which were
filed  with  the  SEC  on  March  1,  1994  and  October 14, 1997, respectively.
Pursuant  to  General  Instruction  E to Form S-8, the contents of those earlier
Registration  Statements  (Nos.  033-52473 and 333-37823), which each registered
500,000  shares  for  issuance  under  the  plan,  are  hereby  incorporated  by
reference.

     The reoffer prospectus that is being filed with this registration statement
has been prepared in accordance with the requirements of Part I of Form S-3, and
pursuant  to  General Instruction C to Form S-8, and may be used for reofferings
of  our  common  shares  identified  in  the prospectus that constitute "control
securities"  (within  the  meaning  of  General  Instruction  C  to  Form  S-8).


<PAGE>

     REOFFER  PROSPECTUS


                           WEINGARTEN REALTY INVESTORS

                  750,000 COMMON SHARES OF BENEFICIAL INTEREST

                           WEINGARTEN REALTY INVESTORS
                            1993 INCENTIVE SHARE PLAN
                                   __________

We  are  a  Texas  real  estate  investment  trust.  The  persons listed in this
prospectus as our selling shareholders may offer and sell, from time to time, up
to  750,000  shares  of  our common shares of beneficial interest.  These common
shares  have  been  or may be issued to the selling shareholders pursuant to our
1993  Incentive  Share  Plan.  In  addition,  some  of  the common shares issued
pursuant to the plan are subject to restrictions on transferability.  The common
shares  may  be  acquired by the selling shareholders, and sold by them, over an
extended  period  of  time.  All net proceeds from the sale of the common shares
offered  by  this prospectus will go to the selling shareholders.  The aggregate
proceeds  to  the  selling shareholders will be the purchase price of the common
shares sold less the aggregate commissions and discounts paid in connection with
such  sale.  We  will  not  receive  any  proceeds  from the sales of the common
shares.

     The  selling  shareholders  may  offer  and  sell the common shares through
public  or  private  transactions,  on the New York Stock Exchange (or any other
exchange which our common shares are then traded) at the prevailing market price
or  at privately negotiated prices.  The selling shareholders may engage brokers
or  dealers  who  may  receive  commissions  or  discounts  from  the  selling
shareholders  in  amounts  to  be  negotiated.  We will pay all of the costs and
expenses incurred with the registration of the resale of the common shares under
the  Securities  Act  of  1933.  The  selling  shareholders  will  pay all costs
associated  with  any  sales  of  the  common  shares,  including any discounts,
commissions  and  applicable  transfer  taxes.

     Our  common  shares  are  listed  on  the New York Stock Exchange under the
symbol  "WRI."  On  January  14,  2000,  the  closing  sale price for our common
shares,  as  quoted  on  the New York Stock Exchange, was $39.94 per share.  The
mailing  address of our principal executive offices is 2600 Citadel Plaza Drive,
Suite  300,  Houston,  Texas  77008, and our telephone number is (713) 866-6000.

                                  ____________


NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION  HAS  APPROVED  OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY  OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A  CRIMINAL  OFFENSE.

                                  _____________


                 The date of this prospectus is January 19, 2000

<PAGE>
                                TABLE OF CONTENTS
                                -----------------

NOTE  REGARDING  FORWARD-LOOKING  STATEMENTS. . . . . . . . . . . . . . . . . 1

THE  COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

USE  OF  PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

SELLING  SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

PLAN  OF  DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS . . . . . . . . . . . . . . . . 3

LEGAL  MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

WHERE  YOU  CAN  FIND  MORE  INFORMATION. . . . . . . . . . . . . . . . . . . 5

INCORPORATION  OF  DOCUMENTS  BY  REFERENCE . . . . . . . . . . . . . . . . . 5




                                  ____________



                    NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus (including the information incorporated in it by reference)
contains forward-looking statements within the meaning of the federal securities
laws.  Forward-looking  statements  are  those  that  predict or describe future
events  or  trends and that do not relate solely to historical matters.  You can
generally identify forward-looking statements as statements containing the words
"believe,"  "expect,"  "anticipate,"  "intend,"  "estimate,"  "assume"  or other
similar  expressions.

     YOU  SHOULD  NOT RELY ON OUR FORWARD-LOOKING STATEMENTS BECAUSE THE MATTERS
THEY  DESCRIBE  ARE  SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
UNPREDICTABLE  FACTORS,  MANY  OF  WHICH  ARE  BEYOND  OUR  CONTROL.

     Our  actual results, performance or achievements may differ materially from
the  anticipated  results,  performance  or  achievements  that are expressed or
implied  by  our  forward-looking  statements.  We  assume  no responsibility to
update  our  forward-looking  statements.



                                  ____________



<PAGE>
                                   THE COMPANY

     We are a real estate investment trust based in Houston, Texas.  We develop,
acquire  and  own anchored neighborhood community shopping centers.  To a lesser
degree,  we develop, acquire and own industrial real estate.  We have engaged in
these  activities  since  1948.

     As  of  November  30,  1999,  we  owned  or  had  an equity interest in 237
operating  properties  consisting  of 29.0 million square feet of building area.
These  properties  consist  of  185 shopping centers generally in the 100,000 to
400,000  square  foot  range, 50 industrial projects, one multi-family apartment
complex  and  one  office  building.  Our  properties  are located in Texas (178
properties) and the following states:  Louisiana (11), Arizona (11), Nevada (8),
Arkansas  (6), New Mexico (5), Oklahoma (4), Tennessee (4), Kansas (3), Colorado
(3),  Missouri  (2),  Maine  (1)  and  Illinois  (1).  Our  shopping centers are
anchored  primarily  by  supermarkets,  drugstores and other retailers that sell
basic necessity-type items.  We currently lease to approximately 3,200 different
tenants under 4,200 separate leases.  At September 30, 1999, our properties were
92.7%  occupied.

     Our  executive  offices are located at 2600 Citadel Plaza Drive, Suite 300,
Houston,  Texas  77008,  and  our  telephone  number  is  (713)  866-6000.

                                 USE OF PROCEEDS

     All  net  proceeds  from  the  sale  of  the  common shares offered by this
prospectus  will  go  to  the  selling shareholders, and we will not receive any
proceeds  from  the  sale  of  the  common  shares  by the selling shareholders.

                              SELLING SHAREHOLDERS

     The  selling shareholders identified in this prospectus may sell, from time
to  time,  up to 750,000 common shares.  These common shares may be sold over an
extended period of time.  The selling shareholders that sell their common shares
pursuant  to this prospectus are our current and former officers, trust managers
and  employees.  The  following  table  sets  forth,  as  of  the  date  of this
prospectus, certain information regarding the selling shareholders' ownership of
our  common shares.  If a selling shareholder transfers any of the common shares
shown  in the table, the transferee will be considered a selling shareholder for
purposes  of  this  prospectus,  provided  that  (1)  the transfer was a private
placement  and  (2)  the  transferee  is  identified  in  this  prospectus  or a
supplement  to  this prospectus.  We will supplement this prospectus to identify
additional selling shareholders and the amount of shares to be sold hereunder by
each  shareholder.

<TABLE>
<CAPTION>
                                                                    SHARES
                                  POSITION          BENEFICIALLY  REGISTERED  SHARES BENEFICIALLY
        NAME                      WITH US              OWNED        HEREBY    OWNED AFTER OFFERING
------------------------  ------------------------  ------------  ----------  --------------------
<S>                       <C>                       <C>           <C>         <C>      <C>
                                                                              NUMBER   PERCENTAGE
                                                                              -------  ----------
Stanford Alexander . . .  Chairman and CEO             2,251,003
Andrew M. Alexander. . .  President                      323,578
Martin Debrovner . . . .  Vice Chairman                  218,796
Joseph W. Robertson, Jr.  Executive Vice President       141,417
Johnny Hendrix . . . . .  Senior Vice President           26,836
Stephen C.  Richter. . .  Senior Vice President           65,945
Jeffrey A. Tucker. . . .  Senior Vice President           50,362
Steven R. Weingarten . .  Senior Vice President           75,435
Patricia Bender. . . . .  Vice President                  16,370
Don  Dennis, Jr. . . . .  Vice President                  12,849
M. Candace DuFour. . . .  Vice President                  47,505
Brent Mann . . . . . . .  Vice President                   8,720
John J. Marcisz. . . . .  Vice President                  38,824
Joe Shafer . . . . . . .  Vice President                   7,695
</TABLE>


                              PLAN OF DISTRIBUTION

This  prospectus relates to the possible offer and sale from time to time by the
selling  shareholders  of their common shares which they may receive pursuant to
their  participation  in  the  plan.  We are registering their common shares for
resale  to  provide  them  with  freely  tradable  securities.

Shareholders  may  offer  their  common  shares  through  public  or  private
transactions,  on  the  New York Stock Exchange (or any other exchange which our
common  shares  are  then traded) at the prevailing market price or at privately
negotiated  prices.  Any  broker,  dealer  or  underwriter  to  be utilized by a
selling  shareholder  will  be  selected  by  such  selling  shareholder.  Any
compensation payable to such persons by a selling shareholder will be negotiated
in the future.  The selling shareholders and any underwriters, dealers or agents
that  participate  in  distribution  of  the  common  shares may be deemed to be
underwriters,  and  any profit on sale of the shares by the selling shareholders
and  any  discounts,  commissions  or  concessions  received by any underwriter,
dealer or agent may be deemed to be underwriting discounts and commissions under
the  Securities  Act  of  1933.

The  common  shares  covered  hereby  may  be  sold pursuant to the registration
statement  of  which  this reoffer prospectus is a part, pursuant to Rule 144 or
pursuant  to  another  exemption  from  registration under the Securities Act of
1933.

     To  the  extent  required,  we  will  file  one or more supplements to this
prospectus  to  describe  any  material  information with respect to the plan of
distribution  not previously disclosed in this prospectus or any material change
to  the  disclosed  information.

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Subsections (B) and (O) of Section 9.20 of the Texas Real Estate Investment
Trust  Act,  empower  a real estate investment trust to indemnify any person who
was,  is,  or  is  threatened  to be made a named defendant or respondent in any
threatened,  pending,  or  completed action, suit, or proceeding, whether civil,
criminal,  administrative,  arbitrative, or investigative, any appeal in such an
action,  suit  or  proceeding,  or any inquiry or investigation that can lead to
such an action, suit or proceeding because the person is or was a trust manager,
officer,  employee  or  agent  of  the real estate investment trust or is or was
serving  at  the request of the real estate investment trust as a trust manager,
director,  officer,  partner, venturer, proprietor, trustee, employee, agent, or
similar  functionary  of  another  real  estate  investment  trust, corporation,
partnership,  joint  venture, sole proprietorship, trust, employee benefit plan,
or  other enterprise against expenses (including court costs and attorney fees),
judgments,  penalties,  fines  and  settlements  if he conducted himself in good
faith  and  reasonably  believed  his  conduct was in or not opposed to the best
interests  of  the real estate investment trust and, in the case of any criminal
proceeding,  had  no  reasonable cause to believe that his conduct was unlawful.

     The  Texas  REIT  Act further provides that, except to the extent otherwise
permitted by the Texas REIT Act, a person may not be indemnified in respect of a
proceeding  in  which  the  person is found liable to the real estate investment
trust.  Indemnification  pursuant to Subsection (B) of Section 9.20 of the Texas
REIT Act is limited to reasonable expenses actually incurred and may not be made
in  respect  of  any  proceeding  in  which the person has been found liable for
willful  or  intentional  misconduct  in the performance of his duty to the real
estate  investment trust if he is found liable to us or liable on the basis that
an  improper  personal  benefit  was  received.

     Subsection (C) of Section 15.10 of the Texas REIT Act provides that a trust
manager  shall  not be liable for any claims or damages that may result from his
acts  in  the  discharge  of any duty imposed or power conferred upon him by the
real  estate investment trust, if, in the exercise of ordinary care, he acted in
good  faith  and in reliance upon information, opinions, reports, or statements,
including  financial  statements  and  other financial data, concerning the real
estate  investment  trust,  that  were  prepared  or  presented  by  officers or
employees  of  the  real  estate  investment  trust,  legal  counsel,  public
accountants,  investment bankers, or certain other professionals, or a committee
of  the trust managers of which the trust manager is not a member.  In addition,
no  trust  manager  shall  be liable to the real estate investment trust for any
act, omission, loss, damage, or expense arising from the performance of his duty
to  a  real  estate investment trust, save only for his own willful misfeasance,
willful  malfeasance  or  gross  negligence.

     Article  Sixteen of our Restated Declaration of Trust, as amended, provides
that  we  shall  indemnify  officers  and  trust  managers,  as set forth below:

         (a)     We shall indemnify every person who is or was serving as our or
     our corporate  predecessor's  trust  manager or officer and any person  who
     is or was serving  at  our  request  as a  trust manager, officer, partner,
     venturer, proprietor,  trustee,  employee,  agent  or  similar  functionary
     of another real estate investment trust,  partnership, joint venture,  sole
     proprietorship,  trust,  employee  benefit  plan  or other enterprise  with
     respect to all costs and expenses incurred  by  such person as a result  of
     such person being made or threatened to be  made a  defendant or respondent
     in a proceeding by reason of his holding or having  held  a  position named
     above  in  this  paragraph.

         (b)     If  the  indemnification  provided  in  paragraph (a) is either
     (i) insufficient  to  cover  all  costs and expenses incurred by any person
     named in such paragraph as a result of such person being made or threatened
     to be made a  defendant  or  respondent in a  proceeding by  reason  of his
     holding or having held a  position  named  in  such  paragraph or  (ii) not
     permitted by Texas law, we shall indemnify,  to  the  fullest  extent  that
     indemnification is permitted by Texas law,  every  person  who  is  or  was
     serving as our  trust manager or  officer  and any person  who  is  or  was
     serving  at  our  request as a trust  manager, officer, partner,  venturer,
     proprietor, trustee, employee, agent  or  similar  functionary  of  another
     real state investment trust with respect to all costs and expenses incurred
     by  such person as a result of such person being made or threatened to be
     made  a defendant or respondent in a proceeding by reason of his holding or
     having  held  a  position  named  above  in  this  paragraph.

     Our bylaws provide that we shall indemnify any trust manager or officer who
was,  is  or is threatened to be made a party to any suit or proceeding, whether
civil,  criminal,  administrative,  arbitrative  or  investigative,  because the
person is or was serving as our trust manager, officer, employee or agent, or is
or  was  serving  at  our  request  in  the  same or another capacity in another
corporation,  real  estate  investment trust, partnership, joint venture, trust,
sole  proprietorship,  benefit  plan  or  other  enterprise,  against judgments,
penalties, fines, settlements and reasonable expenses actually incurred if it is
determined  that  the  person:  (i)  conducted  himself  in  good  faith,  (ii)
reasonably  believed  that, in the case of conduct in his official capacity, his
conduct was in our best interests, and that, in all other cases, his conduct was
at  least  not  opposed  to  our  best  interests,  and (iii) in the case of any
criminal  proceeding,  had  no  reasonable  cause  to  believe  his  conduct was
unlawful; provided that, if the person is found liable to us, or is found liable
on  the  basis  that personal benefit was improperly received by the person, the
indemnification  (A)  is limited to reasonable expenses actually incurred by the
person  in connection with the proceeding and (B) will not be made in respect of
any  proceeding  in  which  the  person  shall  have been found liable to us for
willful  or  intentional  misconduct  in  the  performance  of  his  duty.

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933  may  be  permitted  to  trust managers, officers or persons controlling us
pursuant  to the foregoing discussion, we have been informed that in the opinion
of  the  SEC,  such indemnification is against public policy as expressed in the
Securities  Act  of  1933  and  is  therefore  unenforceable.

                                 LEGAL  MATTERS

     The  validity  of  our common shares that may be offered by this prospectus
will  be  passed  upon  for  us  by  Locke  Liddell  &  Sapp LLP, Dallas, Texas.

                                     EXPERTS

     The  financial  statements  and  the  related financial statement schedules
incorporated in this prospectus by reference from our Annual Report on Form 10-K
for  the  year  ended December 31, 1998 and the Statement of Revenue and Certain
Expenses  for  the period from January 1, 1998 through October 9, 1998 of Brodie
Oaks  Shopping  Center and the Statement of Revenue and Certain Expenses for the
year  ended December 31, 1997 of Regal Distribution Center, incorporated in this
prospectus  by  reference  from  our Current Report on Form 8-K dated August 13,
1999 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in  their  reports, which are incorporated herein by reference, and have been so
incorporated  in  reliance  upon  the  reports  of  such  firm  given upon their
authority  as  experts  in  accounting  and  auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

     We  are  a  public  company and file annual, quarterly and special reports,
proxy  statements  and other information with the SEC. You may read and copy any
document  we  file at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington,  D.C. 20549. You can request copies of these documents by writing to
the  SEC  and  paying  a  fee  for  the  copying  cost.  Please  call the SEC at
1-800-SEC-0330  for more information about the operation of the public reference
room.  Our SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov.  In  addition,  you may read and copy our SEC filings at the
------------------
office  of  the  New  York  Stock  Exchange, 20 Broad Street, New York, New York
10005.  Our  website  address  is  http://www.weingarten.com.
                                   --------------------------

     This  prospectus is only part of a registration statement we filed with the
SEC  under  the  Securities  Act of 1933 and therefore omits certain information
contained  in  the  registration  statement.  We  have  also  filed exhibits and
schedules  to  the  registration  statement  that  we  have  excluded  from this
prospectus,  and  you  should  refer to the applicable exhibit or schedule for a
complete description of any statement referring to any contract or document. You
may  inspect  or obtain a copy of the registration statement, including exhibits
and  schedules,  as  described  in  the  previous  paragraph.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

     The  SEC  allows  us  to "incorporate by reference" the information we file
with  it.  This  means  that  we  can  disclose  important information to you by
referring  you  to those documents. The information incorporated by reference is
considered  to be part of this prospectus and the information we file later with
the  SEC  will  automatically  update  and  supersede  this  information.

     We  incorporate  by  reference  the  documents  listed below and any future
filings  we  make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the  Securities  Exchange  Act  of  1934  until  this  offering  is  completed:

-  Our  Annual Report on Form 10-K  for the year ended  December 31, 1998  (File
   No.  001-09876).

-  Our  Quarterly  Reports on  Form 10-Q  for the periods ended  March 31, 1999,
   June  30,  1999  and  September  30,  1999  (File  No.  001-09876).

-  The  description  of our  common shares of beneficial interest  contained  in
   our  registration  statement  on  Form  8-B  filed  March  17,  1988 (File
   No. 001-09876).

-  Current  Report  on  Form 8-K filed January 21, 1999 (File No. 001-09876).

-  Current  Report  on  Form  8-K filed August 13, 1999 (File No. 001-09876).

     You  may  request  copies  of  these  filings  at  no  cost  by  writing or
telephoning  our  Investor  Relations  Department  at  the following address and
telephone  number:

                           Weingarten Realty Investors
                            2600 Citadel Plaza Drive
                                    Suite 300
                              Houston, Texas 77008
                                 (713) 866-6000.

<PAGE>













                                 750,000 SHARES


                           WEINGARTEN REALTY INVESTORS


                      COMMON SHARES OF BENEFICIAL INTEREST
                           ($.03 PER VALUE PER SHARE)








                               REOFFER PROSPECTUS





YOU  SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS REOFFER PROSPECTUS OR
IN  DOCUMENTS  THAT  WE  HAVE REFERRED YOU TO.  WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE YOU WITH DIFFERENT INFORMATION.  NEITHER WE NOR THE SELLING SHAREHOLDERS
ARE  OFFERING TO SELL THE COMMON SHARES TO ANY PERSON UNAUTHORIZED OR PROHIBITED
TO  DO  SO.  YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED IN THIS REOFFER
PROSPECTUS  IS  ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS
OFFER  PROSPECTUS.



<PAGE>

                                   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 of 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 Dallas, State of Texas, on the 17th day of January,
2000.

                                            WEINGARTEN  REALTY  INVESTORS



                                            By:  /s/  Stanford  Alexander
                                            ------------------------------------
                                                Stanford Alexander, Chairman and
                                                Chief Executive Officer

<PAGE>
                                POWER OF ATTORNEY

     KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears
below  hereby  constitutes  and  appoints  Stanford Alexander, Martin Debrovner,
Joseph  W.  Robertson  and  Andrew M. Alexander, and each of them, with the full
power  to act without the other, such person's true and lawful attorneys-in-fact
and  agents,  with full power of substitution and resubstitution, for him and in
his  name, place and stead, in any and all capacities, to sign, execute and file
this  Registration  Statement,  and  any  or  all amendments thereto (including,
without  limitation,  post-effective  amendments,),  any subsequent Registration
Statements  pursuant  to Rule 462 of the Securities Act of 1933, as amended, and
any  amendments  thereto  and  to fill the same, with all exhibits and schedules
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
necessary  or  desirable  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
substitute  or  substitutes,  may  lawfully  do  or  cause  to  be  done.

     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>



<S>                           <C>                                              <C>
       Signature                        Title                                       Date
       ---------                        -------------------------------------       ----

/s/ Stanford Alexander          Chairman of the Board, Chief Executive Officer   January 17, 2000
----------------------------              and Trust Manager
  Stanford Alexander

/s/ Andrew M. Alexander                 President and Trust Manager              January 17, 2000
----------------------------
  Andrew M. Alexander

/s/ Robert J. Cruikshank                     Trust Manager                       January 17, 2000
----------------------------
  Robert J. Cruikshank

/s/ Martin Debrovner                   Vice Chairman and Trust Manager           January 17, 2000
----------------------------
  Martin Debrovner

/s/ Melvin A. Dow                            Trust Manager                       January 17, 2000
----------------------------
  Melvin A. Dow

/s/ Stephen A. Lasher                        Trust Manager                       January 17, 2000
----------------------------
  Stephen A. Lasher

/s/ Joseph W. Robertson, Jr.   Executive  Vice  President  and  Trust  Manager   January 17, 2000
----------------------------             (Chief Financial Officer)
  Joseph W. Robertson, Jr.

/s/ Douglas W. Schnitzer                     Trust Manager                       January 17, 2000
----------------------------
  Douglas W. Schnitzer

/s/ Marc J. Shapiro                          Trust Manager                       January 17, 2000
----------------------------
  Marc J. Shapiro

/s/ J. T. Trotter                            Trust Manager                       January 17, 2000
----------------------------
  J. T. Trotter

/s/ Stephen C. Richter             Senior Vice President and Treasurer           January 17, 2000
----------------------------         (Principal Accounting Officer)
  Stephen C. Richter

</TABLE>



                                  EXHIBIT INDEX

     Exhibit
     Number
     ------

     4.1    1993  Incentive  Share  Plan  (Incorporated  herein by reference to
            Exhibit  4.1  to our  Registration Statement on Form S-8 filed with
            the SEC on March  1,  1994  (File  No.  033-52473)).

*    4.2    Amendment  to  the  1993  Incentive  Share  Plan.

*    5.1    Opinion  of Locke Liddell & Sapp LLP regarding the validity of the
            securities  being  registered.

*    23.1   Consent of Locke Liddell & Sapp LLP (included as part of Exhibit 5).

*    23.2   Consent  of  Deloitte  &  Touche  LLP.

*    24.1   Power  of  Attorney  (included  on  signature  page).

_______________________
*Filed  herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 34154}]
{"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": "333-94945", "film-number": "509520"}, "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"}}
As filed with the Securities and Exchange Commission on January 19, 2000
                                                   Registration  No.  333-_____.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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                   (I.R.S. Employer
of incorporation or organization)            Identification Number

   2600 CITADEL PLAZA DRIVE                        77008
          SUITE 300                               (Zip Code)
        HOUSTON, TEXAS
    (Address of Principal
      Executive Officers)
WEINGARTEN REALTY INVESTORS
                            1993 INCENTIVE SHARE PLAN
                            (Full Title of the Plan)

                               STANFORD ALEXANDER
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           WEINGARTEN REALTY INVESTORS
                       2600 CITADEL PLAZA DRIVE, SUITE 300
                              HOUSTON, TEXAS 77008
                     (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
                            LOCKE LIDDELL & SAPP LLP
                          2200 ROSS AVENUE, SUITE 2200
                               DALLAS, TEXAS 75201
                                  _____________
==========================================================================================================
                                     CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
                                  Amount        Proposed Maximum    Proposed Maximum           Amount of
      Title of Securities         to be          Offering Price        Aggregate             Registration
       to be registered         Registered        Per Share (2)     Offering Price (2)         Fee (3)
----------------------------------------------------------------------------------------------------------
Common Shares of
Beneficial Interest,par
value $0.03 per share           750,000 (1)    $          39.438    $       29,578,500    $          7,809
==========================================================================================================
(1)  Represents  750,000  additional  common  shares issuable pursuant to the
     Weingarten  Realty  Investors  1993  Incentive  Share  Plan.
(2)  Estimated  solely  for  the  purpose of calculating the  registration fee
     pursuant to  Rule  457(c) and (h) based on an average of the high and low
     sales prices  of  the common shares on the  New  York  Stock Exchange on
     January 12, 2000 of  $39.438  per  share.
(3)  In  addition,  pursuant to Rule 416(c) under the  Securities Act of 1933,
     this  Registration  Statement  also  covers  an  indeterminate  amount of
     interests  to be  offered  or sold pursuant to the employee  benefit plan
     described herein.
EXPLANATORY NOTE

     This  Registration  Statement  on Form S-8 is filed in order to register an
additional  750,000  common  shares  of beneficial interest, par value $0.03 per
share,  for  issuance  pursuant  to  our  1993 Incentive Share Plan.  The common
shares  registered  by  this Registration Statement are additional securities of
the  same  class  and  relate  to  the  same  benefit  plan  for  which we filed
Registration  Statements  on Form S-8 (Nos. 033-52473 and 333-37823), which were
filed  with  the  SEC  on  March  1,  1994  and  October 14, 1997, respectively.
Pursuant  to  General  Instruction  E to Form S-8, the contents of those earlier
Registration  Statements  (Nos.  033-52473 and 333-37823), which each registered
500,000  shares  for  issuance  under  the  plan,  are  hereby  incorporated  by
reference.

     The reoffer prospectus that is being filed with this registration statement
has been prepared in accordance with the requirements of Part I of Form S-3, and
pursuant  to  General Instruction C to Form S-8, and may be used for reofferings
of  our  common  shares  identified  in  the prospectus that constitute "control
securities"  (within  the  meaning  of  General  Instruction  C  to  Form  S-8).
REOFFER  PROSPECTUS

                           WEINGARTEN REALTY INVESTORS

                  750,000 COMMON SHARES OF BENEFICIAL INTEREST

                           WEINGARTEN REALTY INVESTORS
                            1993 INCENTIVE SHARE PLAN
                                   __________

We  are  a  Texas  real  estate  investment  trust.  The  persons listed in this
prospectus as our selling shareholders may offer and sell, from time to time, up
to  750,000  shares  of  our common shares of beneficial interest.  These common
shares  have  been  or may be issued to the selling shareholders pursuant to our
1993  Incentive  Share  Plan.  In  addition,  some  of  the common shares issued
pursuant to the plan are subject to restrictions on transferability.  The common
shares  may  be  acquired by the selling shareholders, and sold by them, over an
extended  period  of  time.  All net proceeds from the sale of the common shares
offered  by  this prospectus will go to the selling shareholders.  The aggregate
proceeds  to  the  selling shareholders will be the purchase price of the common
shares sold less the aggregate commissions and discounts paid in connection with
such  sale.  We  will  not  receive  any  proceeds  from the sales of the common
shares.

     The  selling  shareholders  may  offer  and  sell the common shares through
public  or  private  transactions,  on the New York Stock Exchange (or any other
exchange which our common shares are then traded) at the prevailing market price
or  at privately negotiated prices.  The selling shareholders may engage brokers
or  dealers  who  may  receive  commissions  or  discounts  from  the  selling
shareholders  in  amounts  to  be  negotiated.  We will pay all of the costs and
expenses incurred with the registration of the resale of the common shares under
the  Securities  Act  of  1933.  The  selling  shareholders  will  pay all costs
associated  with  any  sales  of  the  common  shares,  including any discounts,
commissions  and  applicable  transfer  taxes.

     Our  common  shares  are  listed  on  the New York Stock Exchange under the
symbol  "WRI."  On  January  14,  2000,  the  closing  sale price for our common
shares,  as  quoted  on  the New York Stock Exchange, was $39.94 per share.  The
mailing  address of our principal executive offices is 2600 Citadel Plaza Drive,
Suite  300,  Houston,  Texas  77008, and our telephone number is (713) 866-6000.

                                  ____________

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION  HAS  APPROVED  OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY  OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A  CRIMINAL  OFFENSE.

                                  _____________

                 The date of this prospectus is January 19, 2000
TABLE OF CONTENTS
                                -----------------

NOTE  REGARDING  FORWARD-LOOKING  STATEMENTS. . . . . . . . . . . . . . . . . 1

THE  COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

USE  OF  PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

SELLING  SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

PLAN  OF  DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS . . . . . . . . . . . . . . . . 3

LEGAL  MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

WHERE  YOU  CAN  FIND  MORE  INFORMATION. . . . . . . . . . . . . . . . . . . 5

INCORPORATION  OF  DOCUMENTS  BY  REFERENCE . . . . . . . . . . . . . . . . . 5

                                  ____________

                    NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus (including the information incorporated in it by reference)
contains forward-looking statements within the meaning of the federal securities
laws.  Forward-looking  statements  are  those  that  predict or describe future
events  or  trends and that do not relate solely to historical matters.  You can
generally identify forward-looking statements as statements containing the words
"believe,"  "expect,"  "anticipate,"  "intend,"  "estimate,"  "assume"  or other
similar  expressions.

     YOU  SHOULD  NOT RELY ON OUR FORWARD-LOOKING STATEMENTS BECAUSE THE MATTERS
THEY  DESCRIBE  ARE  SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
UNPREDICTABLE  FACTORS,  MANY  OF  WHICH  ARE  BEYOND  OUR  CONTROL.

     Our  actual results, performance or achievements may differ materially from
the  anticipated  results,  performance  or  achievements  that are expressed or
implied  by  our  forward-looking  statements.  We  assume  no responsibility to
update  our  forward-looking  statements.

                                  ____________
THE COMPANY

     We are a real estate investment trust based in Houston, Texas.  We develop,
acquire  and  own anchored neighborhood community shopping centers.  To a lesser
degree,  we develop, acquire and own industrial real estate.  We have engaged in
these  activities  since  1948.

     As  of  November  30,  1999,  we  owned  or  had  an equity interest in 237
operating  properties  consisting  of 29.0 million square feet of building area.
These  properties  consist  of  185 shopping centers generally in the 100,000 to
400,000  square  foot  range, 50 industrial projects, one multi-family apartment
complex  and  one  office  building.  Our  properties  are located in Texas (178
properties) and the following states:  Louisiana (11), Arizona (11), Nevada (8),
Arkansas  (6), New Mexico (5), Oklahoma (4), Tennessee (4), Kansas (3), Colorado
(3),  Missouri  (2),  Maine  (1)  and  Illinois  (1).  Our  shopping centers are
anchored  primarily  by  supermarkets,  drugstores and other retailers that sell
basic necessity-type items.  We currently lease to approximately 3,200 different
tenants under 4,200 separate leases.  At September 30, 1999, our properties were
92.7%  occupied.

     Our  executive  offices are located at 2600 Citadel Plaza Drive, Suite 300,
Houston,  Texas  77008,  and  our  telephone  number  is  (713)  866-6000.

                                 USE OF PROCEEDS

     All  net  proceeds  from  the  sale  of  the  common shares offered by this
prospectus  will  go  to  the  selling shareholders, and we will not receive any
proceeds  from  the  sale  of  the  common  shares  by the selling shareholders.

                              SELLING SHAREHOLDERS

     The  selling shareholders identified in this prospectus may sell, from time
to  time,  up to 750,000 common shares.  These common shares may be sold over an
extended period of time.  The selling shareholders that sell their common shares
pursuant  to this prospectus are our current and former officers, trust managers
and  employees.  The  following  table  sets  forth,  as  of  the  date  of this
prospectus, certain information regarding the selling shareholders' ownership of
our  common shares.  If a selling shareholder transfers any of the common shares
shown  in the table, the transferee will be considered a selling shareholder for
purposes  of  this  prospectus,  provided  that  (1)  the transfer was a private
placement  and  (2)  the  transferee  is  identified  in  this  prospectus  or a
supplement  to  this prospectus.  We will supplement this prospectus to identify
additional selling shareholders and the amount of shares to be sold hereunder by
each  shareholder.
SHARES
                                  POSITION          BENEFICIALLY  REGISTERED  SHARES BENEFICIALLY
        NAME                      WITH US              OWNED        HEREBY    OWNED AFTER OFFERING
------------------------  ------------------------  ------------  ----------  --------------------
NUMBER   PERCENTAGE
                                                                              -------  ----------
Stanford Alexander . . .  Chairman and CEO             2,251,003
Andrew M. Alexander. . .  President                      323,578
Martin Debrovner . . . .  Vice Chairman                  218,796
Joseph W. Robertson, Jr.  Executive Vice President       141,417
Johnny Hendrix . . . . .  Senior Vice President           26,836
Stephen C.  Richter. . .  Senior Vice President           65,945
Jeffrey A. Tucker. . . .  Senior Vice President           50,362
Steven R. Weingarten . .  Senior Vice President           75,435
Patricia Bender. . . . .  Vice President                  16,370
Don  Dennis, Jr. . . . .  Vice President                  12,849
M. Candace DuFour. . . .  Vice President                  47,505
Brent Mann . . . . . . .  Vice President                   8,720
John J. Marcisz. . . . .  Vice President                  38,824
Joe Shafer . . . . . . .  Vice President                   7,695
PLAN OF DISTRIBUTION

This  prospectus relates to the possible offer and sale from time to time by the
selling  shareholders  of their common shares which they may receive pursuant to
their  participation  in  the  plan.  We are registering their common shares for
resale  to  provide  them  with  freely  tradable  securities.

Shareholders  may  offer  their  common  shares  through  public  or  private
transactions,  on  the  New York Stock Exchange (or any other exchange which our
common  shares  are  then traded) at the prevailing market price or at privately
negotiated  prices.  Any  broker,  dealer  or  underwriter  to  be utilized by a
selling  shareholder  will  be  selected  by  such  selling  shareholder.  Any
compensation payable to such persons by a selling shareholder will be negotiated
in the future.  The selling shareholders and any underwriters, dealers or agents
that  participate  in  distribution  of  the  common  shares may be deemed to be
underwriters,  and  any profit on sale of the shares by the selling shareholders
and  any  discounts,  commissions  or  concessions  received by any underwriter,
dealer or agent may be deemed to be underwriting discounts and commissions under
the  Securities  Act  of  1933.

The  common  shares  covered  hereby  may  be  sold pursuant to the registration
statement  of  which  this reoffer prospectus is a part, pursuant to Rule 144 or
pursuant  to  another  exemption  from  registration under the Securities Act of
1933.

     To  the  extent  required,  we  will  file  one or more supplements to this
prospectus  to  describe  any  material  information with respect to the plan of
distribution  not previously disclosed in this prospectus or any material change
to  the  disclosed  information.

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Subsections (B) and (O) of Section 9.20 of the Texas Real Estate Investment
Trust  Act,  empower  a real estate investment trust to indemnify any person who
was,  is,  or  is  threatened  to be made a named defendant or respondent in any
threatened,  pending,  or  completed action, suit, or proceeding, whether civil,
criminal,  administrative,  arbitrative, or investigative, any appeal in such an
action,  suit  or  proceeding,  or any inquiry or investigation that can lead to
such an action, suit or proceeding because the person is or was a trust manager,
officer,  employee  or  agent  of  the real estate investment trust or is or was
serving  at  the request of the real estate investment trust as a trust manager,
director,  officer,  partner, venturer, proprietor, trustee, employee, agent, or
similar  functionary  of  another  real  estate  investment  trust, corporation,
partnership,  joint  venture, sole proprietorship, trust, employee benefit plan,
or  other enterprise against expenses (including court costs and attorney fees),
judgments,  penalties,  fines  and  settlements  if he conducted himself in good
faith  and  reasonably  believed  his  conduct was in or not opposed to the best
interests  of  the real estate investment trust and, in the case of any criminal
proceeding,  had  no  reasonable cause to believe that his conduct was unlawful.

     The  Texas  REIT  Act further provides that, except to the extent otherwise
permitted by the Texas REIT Act, a person may not be indemnified in respect of a
proceeding  in  which  the  person is found liable to the real estate investment
trust.  Indemnification  pursuant to Subsection (B) of Section 9.20 of the Texas
REIT Act is limited to reasonable expenses actually incurred and may not be made
in  respect  of  any  proceeding  in  which the person has been found liable for
willful  or  intentional  misconduct  in the performance of his duty to the real
estate  investment trust if he is found liable to us or liable on the basis that
an  improper  personal  benefit  was  received.

     Subsection (C) of Section 15.10 of the Texas REIT Act provides that a trust
manager  shall  not be liable for any claims or damages that may result from his
acts  in  the  discharge  of any duty imposed or power conferred upon him by the
real  estate investment trust, if, in the exercise of ordinary care, he acted in
good  faith  and in reliance upon information, opinions, reports, or statements,
including  financial  statements  and  other financial data, concerning the real
estate  investment  trust,  that  were  prepared  or  presented  by  officers or
employees  of  the  real  estate  investment  trust,  legal  counsel,  public
accountants,  investment bankers, or certain other professionals, or a committee
of  the trust managers of which the trust manager is not a member.  In addition,
no  trust  manager  shall  be liable to the real estate investment trust for any
act, omission, loss, damage, or expense arising from the performance of his duty
to  a  real  estate investment trust, save only for his own willful misfeasance,
willful  malfeasance  or  gross  negligence.

     Article  Sixteen of our Restated Declaration of Trust, as amended, provides
that  we  shall  indemnify  officers  and  trust  managers,  as set forth below:

         (a)     We shall indemnify every person who is or was serving as our or
     our corporate  predecessor's  trust  manager or officer and any person  who
     is or was serving  at  our  request  as a  trust manager, officer, partner,
     venturer, proprietor,  trustee,  employee,  agent  or  similar  functionary
     of another real estate investment trust,  partnership, joint venture,  sole
     proprietorship,  trust,  employee  benefit  plan  or other enterprise  with
     respect to all costs and expenses incurred  by  such person as a result  of
     such person being made or threatened to be  made a  defendant or respondent
     in a proceeding by reason of his holding or having  held  a  position named
     above  in  this  paragraph.

         (b)     If  the  indemnification  provided  in  paragraph (a) is either
     (i) insufficient  to  cover  all  costs and expenses incurred by any person
     named in such paragraph as a result of such person being made or threatened
     to be made a  defendant  or  respondent in a  proceeding by  reason  of his
     holding or having held a  position  named  in  such  paragraph or  (ii) not
     permitted by Texas law, we shall indemnify,  to  the  fullest  extent  that
     indemnification is permitted by Texas law,  every  person  who  is  or  was
     serving as our  trust manager or  officer  and any person  who  is  or  was
     serving  at  our  request as a trust  manager, officer, partner,  venturer,
     proprietor, trustee, employee, agent  or  similar  functionary  of  another
     real state investment trust with respect to all costs and expenses incurred
     by  such person as a result of such person being made or threatened to be
     made  a defendant or respondent in a proceeding by reason of his holding or
     having  held  a  position  named  above  in  this  paragraph.

     Our bylaws provide that we shall indemnify any trust manager or officer who
was,  is  or is threatened to be made a party to any suit or proceeding, whether
civil,  criminal,  administrative,  arbitrative  or  investigative,  because the
person is or was serving as our trust manager, officer, employee or agent, or is
or  was  serving  at  our  request  in  the  same or another capacity in another
corporation,  real  estate  investment trust, partnership, joint venture, trust,
sole  proprietorship,  benefit  plan  or  other  enterprise,  against judgments,
penalties, fines, settlements and reasonable expenses actually incurred if it is
determined  that  the  person:  (i)  conducted  himself  in  good  faith,  (ii)
reasonably  believed  that, in the case of conduct in his official capacity, his
conduct was in our best interests, and that, in all other cases, his conduct was
at  least  not  opposed  to  our  best  interests,  and (iii) in the case of any
criminal  proceeding,  had  no  reasonable  cause  to  believe  his  conduct was
unlawful; provided that, if the person is found liable to us, or is found liable
on  the  basis  that personal benefit was improperly received by the person, the
indemnification  (A)  is limited to reasonable expenses actually incurred by the
person  in connection with the proceeding and (B) will not be made in respect of
any  proceeding  in  which  the  person  shall  have been found liable to us for
willful  or  intentional  misconduct  in  the  performance  of  his  duty.

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933  may  be  permitted  to  trust managers, officers or persons controlling us
pursuant  to the foregoing discussion, we have been informed that in the opinion
of  the  SEC,  such indemnification is against public policy as expressed in the
Securities  Act  of  1933  and  is  therefore  unenforceable.

                                 LEGAL  MATTERS

     The  validity  of  our common shares that may be offered by this prospectus
will  be  passed  upon  for  us  by  Locke  Liddell  &  Sapp LLP, Dallas, Texas.

                                     EXPERTS

     The  financial  statements  and  the  related financial statement schedules
incorporated in this prospectus by reference from our Annual Report on Form 10-K
for  the  year  ended December 31, 1998 and the Statement of Revenue and Certain
Expenses  for  the period from January 1, 1998 through October 9, 1998 of Brodie
Oaks  Shopping  Center and the Statement of Revenue and Certain Expenses for the
year  ended December 31, 1997 of Regal Distribution Center, incorporated in this
prospectus  by  reference  from  our Current Report on Form 8-K dated August 13,
1999 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in  their  reports, which are incorporated herein by reference, and have been so
incorporated  in  reliance  upon  the  reports  of  such  firm  given upon their
authority  as  experts  in  accounting  and  auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

     We  are  a  public  company and file annual, quarterly and special reports,
proxy  statements  and other information with the SEC. You may read and copy any
document  we  file at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington,  D.C. 20549. You can request copies of these documents by writing to
the  SEC  and  paying  a  fee  for  the  copying  cost.  Please  call the SEC at
1-800-SEC-0330  for more information about the operation of the public reference
room.  Our SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov.  In  addition,  you may read and copy our SEC filings at the
------------------
office  of  the  New  York  Stock  Exchange, 20 Broad Street, New York, New York
10005.  Our  website  address  is  http://www.weingarten.com.
                                   --------------------------

     This  prospectus is only part of a registration statement we filed with the
SEC  under  the  Securities  Act of 1933 and therefore omits certain information
contained  in  the  registration  statement.  We  have  also  filed exhibits and
schedules  to  the  registration  statement  that  we  have  excluded  from this
prospectus,  and  you  should  refer to the applicable exhibit or schedule for a
complete description of any statement referring to any contract or document. You
may  inspect  or obtain a copy of the registration statement, including exhibits
and  schedules,  as  described  in  the  previous  paragraph.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

     The  SEC  allows  us  to "incorporate by reference" the information we file
with  it.  This  means  that  we  can  disclose  important information to you by
referring  you  to those documents. The information incorporated by reference is
considered  to be part of this prospectus and the information we file later with
the  SEC  will  automatically  update  and  supersede  this  information.

     We  incorporate  by  reference  the  documents  listed below and any future
filings  we  make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the  Securities  Exchange  Act  of  1934  until  this  offering  is  completed:

-  Our  Annual Report on Form 10-K  for the year ended  December 31, 1998  (File
   No.  001-09876).

-  Our  Quarterly  Reports on  Form 10-Q  for the periods ended  March 31, 1999,
   June  30,  1999  and  September  30,  1999  (File  No.  001-09876).

-  The  description  of our  common shares of beneficial interest  contained  in
   our  registration  statement  on  Form  8-B  filed  March  17,  1988 (File
   No. 001-09876).

-  Current  Report  on  Form 8-K filed January 21, 1999 (File No. 001-09876).

-  Current  Report  on  Form  8-K filed August 13, 1999 (File No. 001-09876).

     You  may  request  copies  of  these  filings  at  no  cost  by  writing or
telephoning  our  Investor  Relations  Department  at  the following address and
telephone  number:

                           Weingarten Realty Investors
                            2600 Citadel Plaza Drive
                                    Suite 300
                              Houston, Texas 77008
                                 (713) 866-6000.
750,000 SHARES

                           WEINGARTEN REALTY INVESTORS

                      COMMON SHARES OF BENEFICIAL INTEREST
                           ($.03 PER VALUE PER SHARE)

                               REOFFER PROSPECTUS

YOU  SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS REOFFER PROSPECTUS OR
IN  DOCUMENTS  THAT  WE  HAVE REFERRED YOU TO.  WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE YOU WITH DIFFERENT INFORMATION.  NEITHER WE NOR THE SELLING SHAREHOLDERS
ARE  OFFERING TO SELL THE COMMON SHARES TO ANY PERSON UNAUTHORIZED OR PROHIBITED
TO  DO  SO.  YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED IN THIS REOFFER
PROSPECTUS  IS  ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS
OFFER  PROSPECTUS.
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 of 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 Dallas, State of Texas, on the 17th day of January,
2000.

                                            WEINGARTEN  REALTY  INVESTORS

                                            By:  /s/  Stanford  Alexander
                                            ------------------------------------
                                                Stanford Alexander, Chairman and
                                                Chief Executive Officer
POWER OF ATTORNEY

     KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears
below  hereby  constitutes  and  appoints  Stanford Alexander, Martin Debrovner,
Joseph  W.  Robertson  and  Andrew M. Alexander, and each of them, with the full
power  to act without the other, such person's true and lawful attorneys-in-fact
and  agents,  with full power of substitution and resubstitution, for him and in
his  name, place and stead, in any and all capacities, to sign, execute and file
this  Registration  Statement,  and  any  or  all amendments thereto (including,
without  limitation,  post-effective  amendments,),  any subsequent Registration
Statements  pursuant  to Rule 462 of the Securities Act of 1933, as amended, and
any  amendments  thereto  and  to fill the same, with all exhibits and schedules
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
necessary  or  desirable  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
substitute  or  substitutes,  may  lawfully  do  or  cause  to  be  done.

     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.
Signature                        Title                                       Date
       ---------                        -------------------------------------       ----

/s/ Stanford Alexander          Chairman of the Board, Chief Executive Officer   January 17, 2000
----------------------------              and Trust Manager
  Stanford Alexander

/s/ Andrew M. Alexander                 President and Trust Manager              January 17, 2000
----------------------------
  Andrew M. Alexander

/s/ Robert J. Cruikshank                     Trust Manager                       January 17, 2000
----------------------------
  Robert J. Cruikshank

/s/ Martin Debrovner                   Vice Chairman and Trust Manager           January 17, 2000
----------------------------
  Martin Debrovner

/s/ Melvin A. Dow                            Trust Manager                       January 17, 2000
----------------------------
  Melvin A. Dow

/s/ Stephen A. Lasher                        Trust Manager                       January 17, 2000
----------------------------
  Stephen A. Lasher

/s/ Joseph W. Robertson, Jr.   Executive  Vice  President  and  Trust  Manager   January 17, 2000
----------------------------             (Chief Financial Officer)
  Joseph W. Robertson, Jr.

/s/ Douglas W. Schnitzer                     Trust Manager                       January 17, 2000
----------------------------
  Douglas W. Schnitzer

/s/ Marc J. Shapiro                          Trust Manager                       January 17, 2000
----------------------------
  Marc J. Shapiro

/s/ J. T. Trotter                            Trust Manager                       January 17, 2000
----------------------------
  J. T. Trotter

/s/ Stephen C. Richter             Senior Vice President and Treasurer           January 17, 2000
----------------------------         (Principal Accounting Officer)
  Stephen C. Richter
EXHIBIT INDEX

     Exhibit
     Number
     ------

     4.1    1993  Incentive  Share  Plan  (Incorporated  herein by reference to
            Exhibit  4.1  to our  Registration Statement on Form S-8 filed with
            the SEC on March  1,  1994  (File  No.  033-52473)).

*    4.2    Amendment  to  the  1993  Incentive  Share  Plan.

*    5.1    Opinion  of Locke Liddell & Sapp LLP regarding the validity of the
            securities  being  registered.

*    23.1   Consent of Locke Liddell & Sapp LLP (included as part of Exhibit 5).

*    23.2   Consent  of  Deloitte  &  Touche  LLP.

*    24.1   Power  of  Attorney  (included  on  signature  page).

_______________________
*Filed  herewith.