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            (I.R.S. Employer
 Incorporation 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 1993 INCENTIVE SHARE 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                    Amount to be  Offering Price        Aggregate        Registration
to be registered (1)                   Registered      PerShare      Offering Price (2)      Fee (3)
------------------------------------  ------------  ---------------  -------------------  --------------
<S>                                   <C>           <C>              <C>                  <C>
Common Shares of Beneficial. . . . .       500,000  $         40.25  $        20,125,000  $        6,098
Interest, par value $0.03 per share

<FN>
(1)   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.
(2)   Estimated  solely  for  the  purpose  of  determining  the  registration  fee.
(3)   Calculated  pursuant  to  Rule  457(c).
</TABLE>

<PAGE>
                               EXPLANATORY NOTE

     This  Registration Statement on Form S-8 is filed in order to register an
additional  500,000  Common  Shares of Beneficial Interest, par value $.03 per
share,  of  Weingarten  Realty  Investors  for  issuance  pursuant to the 1993
Incentive  Share  Plan (as amended, the "Plan").  The contents of that earlier
Registration  Statement  (Registration No. 33-52473), which registered 500,000
shares  for issuance under the Plan and was filed on March 1, 1994, are hereby
incorporated  by  reference.


<PAGE>
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item  1.                    Plan  Information.  *

Item  2.          Registrant Information and Employee Plan Annual Information.
*

_______________________

*          Information  required  by  Part  I of Form S-8 to be contained in a
prospectus  meeting the requirements of Section 10(a) of the Securities Act of
1933  is  omitted from this Registration Statement in accordance with Rule 428
under  the  Securities  Act  of  1933  and  the  Note  to  Part I of Form S-8.












<PAGE>

                          FORM OF REOFFER PROSPECTUS

                                 29,400 SHARES

                          WEINGARTEN REALTY INVESTORS
        Common Shares of Beneficial Interest, $.03 par value per share


     All of the 29,400 Common Shares of Beneficial Interest ("Common Shares"),
$.03  par value per share, of Weingarten Realty Investors ("Weingarten" or the
"Company")  offered  hereby  are  offered  for the account of the shareholders
described  herein  (the  "Selling Shareholders").  See "Selling Shareholders."
The Common Shares to be offered are those acquired by the Selling Shareholders
pursuant  to  the  Weingarten Realty Investors 1993 Incentive Share Plan.  The
Company  will  not receive any proceeds from the sale of such Common Shares by
the  Selling  Shareholders.    The  29,400  Common  Shares  offered hereby are
referred  to  herein  as  the  "Selling  Shareholder  Shares."

     The  Selling Shareholder  Shares may be sold by the Selling Shareholders,
or  by  pledgees,  donees,  transferees or other successors in interest.  Such
sales  may  be  made  on  the  New  York Stock Exchange (the "NYSE") or on any
exchange  on  which the Common Shares are then traded, in the over-the-counter
market,  or  otherwise  at  prices  and  at  terms  then  prevailing,  or  in
independent,  negotiated  transactions  or otherwise.  The Selling Shareholder
Shares  offered  hereby may be sold at market prices prevailing at the time of
sale  or  at  negotiated  prices.  The Selling Shareholder Shares may be sold,
without limitation, in one or more of the following types of transactions: (i)
a  block  trade  in which the broker or dealer so engaged will attempt to sell
the  Selling Shareholder Shares as agent but may position and resell a portion
of  the  block as principal to facilitate the transaction; (ii) purchases by a
broker  or  dealer  as  principal  and  resale by the broker or dealer for its
account  pursuant  to  this  Prospectus;  (iii)  an  exchange  distribution in
accordance  with  the  rules  of  the exchange; and/or (iv) ordinary brokerage
transactions  and  transactions  in  which the broker solicits purchasers.  In
effecting  sales,  brokers  or dealers engaged by the Selling Shareholders may
arrange  for  the other brokers or dealers to participate.  Brokers or dealers
may  receive  commissions or discounts from Selling Shareholders in amounts to
be  negotiated.   These brokers or dealers and any other participating brokers
or  dealers,  as  well  as  certain  pledgees,  donees,  transferees and other
successors  in interest, may be deemed to be "underwriters" within the meaning
of  the  Securities  Act  of  1933,  as  amended  (the  "Securities  Act"), in
connection with the sales of the Selling Shareholder Shares.  In addition, any
securities  covered  by this Prospectus that qualify for sale pursuant to Rule
144  under  the Securities Act may be sold under Rule 144 rather than pursuant
to  this  Prospectus.

     The  aggregate  proceeds to the Selling Shareholders from the sale of the
Selling  Shareholder  Shares  will  be  the  purchase  price  of  the  Selling
Shareholder  Shares  sold  less  the  aggregate  agents'  commissions  and
underwriters'discounts,  if  any,  paid  in  connection  with  such sale.  The
Company  will  pay  substantially  all  of  the  expenses  incident  to  the
registration of the Selling Shareholder Shares, except for selling commissions
and  discounts associated with the sale of the Selling Shareholder Shares, all
of  which  will  be  paid  by  the  Selling  Shareholders.

     The  Common  Shares  are  listed on the NYSE under the symbol "WRI."  The
closing  price  of  the  Common  Shares  as reported on the NYSE on October 6,
1997,  was  $40.00  per  share.



   THE COMMON SHARES OFFERED HEREBY INVOLVE CERTAIN RISKS.  SEE "RISK FACTORS"
                             BEGINNING ON PAGE 3.


  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
  ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
                            IS A CRIMINAL OFFENSE.

   THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
 THE MERITS OF THIS OFFERING.  ANY REPRESENTATION TO  THE CONTRARY IS UNLAWFUL

               The date of this Prospectus is October 14, 1997.

                             AVAILABLE INFORMATION

     The  Company  has  filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus is a part) on
Form  S-8  under  the  Securities  Act  with respect to the securities offered
hereby.   This Prospectus does not contain all of the information set forth in
the  Registration  Statement,  certain  portions of which have been omitted as
permitted  by  the  rules  and  regulations  of  the Commission.  Descriptions
contained  in  this  Prospectus  of certain contracts or other documents which
have  been filed as exhibits to the Registration Statement are not necessarily
complete, an in each instance reference is made to the copy of the contract or
other  document  filed  as an exhibit to the Registration Statement, each such
description  being  qualified  in all respects by that reference.  For further
information regarding the Company and the securities offered hereby, reference
is  hereby  made  to the Registration Statement which may be obtained from the
Commission  at  its principal office in Washington, D.C., upon payment of fees
prescribed  by  the  Commission.

     The  Company  is  subject  to  the  informational  requirements  of  the
Securities  Exchange  Act  of  1934,  as amended (the "Exchange Act"), and, in
accordance  therewith,  files  reports,  proxy  and information statements and
other  information  with  the  Commission.  The reports, proxy and information
statements, and other information filed by the Company with the Commission may
be  inspected  and copied at the public reference facilities maintained by the
Commission  at  Room  1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and
will  also  be available for inspection and copying at the regional offices of
the Commission located at 13th Floor, 7 World Trade Center, New York, New York
10048  and  at  500  West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies  of  the  material can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates.    The Commission maintains a Web site that contains reports, proxy and
information  statements  and other information regarding the Company and other
registrants  that  have  been  filed  electronically with the Commission.  The
address  of  such site is http://www.sec.gov.  The Common Shares are traded on
the NYSE.  The reports, proxy and information statements and other information
also  can be inspected at the offices of the New York Stock Exchange, 20 Broad
Street,  New  York,  New  York  10005.

     The  Company  hereby undertakes to provide without charge to each person,
including  any  beneficial  owner,  to  whom  a  Prospectus is delivered, upon
written  or  oral  request of that person, a copy of any document incorporated
herein  by  reference  (other  than  exhibits  to  those  documents unless the
exhibits  are  specifically  incorporated by reference into the documents that
this  Prospectus  incorporates  by reference).  Requests should be directed to
Mr. Stephen C. Richter, Weingarten Realty Investors, 2600 Citadel Plaza Drive,
Houston,  Texas  77008.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  are  incorporated  herein  by  reference:

     1.     The Company's Annual Report on Form 10-K for the fiscal year ended
December  31,  1996;

     2.      The Company's Quarterly Report on Form 10-Q for the quarter ended
March  31,  1997;

     3.      The Company's Quarterly Report on Form 10-Q for the quarter ended
June  30,  1997;  and

     4.        The description of the Company's Common Shares contained in the
registration  statement on Form 8-B under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") filed by the Company with the Commission (File
No.  1-9876).

     In  addition, all documents subsequently filed by the Company pursuant to
Sections  13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of
a  post-effective  amendment  which indicates that all securities offered have
been sold or which deregisters all securities remaining unsold shall be deemed
to  be  incorporated by reference into this Prospectus and to be a part hereof
from  the  date  of  the  filing  of  such  documents  with  the  Commission.

     Any  statement  contained  in  a  document  all  or a portion of which is
incorporated  or deemed to be incorporated by reference herein shall be deemed
to  be  modified  or superseded for purposes of the Registration Statement and
this  Prospectus  to the extent that a statement contained in the Registration
Statement,  this  Prospectus, or any other subsequently filed document that is
also  incorporated  by reference herein modifies or supersedes that statement.
Any  statement  so  modified  or  superseded shall not be deemed, except as so
modified  or  superseded,  to  constitute  a  part  of  this  Prospectus.

                                 RISK FACTORS

     In  addition  to  the other information in this Prospectus, the following
should  be  considered  carefully  in  evaluating the Company and its business
before  purchasing  the  Common  Shares  offered  hereby.

ADVERSE  CONSEQUENCES  OF  FAILURE  TO  QUALIFY  AS  A  REIT

     The  Company  must  meet  a  number  of  highly  technical  and  complex
requirements  to maintain its status as a REIT under the Internal Revenue Code
of  1986,  as amended (the "Code").  Failure to qualify as a REIT would result
in the taxation of the Company at corporate rates and loss of pass-through tax
treatment  which  would  have  a  significant  adverse effect on the return to
shareholders.    Failure  to qualify as a REIT under the Code during a taxable
year  would generally render the Company ineligible to elect REIT status again
until  the fifth subsequent taxable year.  The Company will not be required to
make  distributions to shareholders in the event that it fails to qualify as a
REIT  under  the  Code  and  there  can  be no assurance that the Company will
continue  to make distributions in such event.  Transfers of the Common Shares
are subject to certain restrictions to protect the Company's REIT status under
the  Code.    In addition, the Company may be subject to state or local taxes.
No  assurance  can  be given that legislation, new regulations, administrative
interpretations  or  court decisions will not change the tax laws with respect
to  qualification  as  a  REIT,  the  federal  income tax consequences of such
qualification  or  the  application  of  state  or local taxes to the Company.

REAL  ESTATE  INVESTMENT  CONSIDERATIONS

     Economic  Performance  and Value of Properties Dependent on Many Factors.
Real  property investments are subject to varying degrees of risk.  The yields
available  from  equity  investments  in  real  estate depend on the amount of
income  generated  and  expenses incurred.  If the Company's properties do not
generate income sufficient to meet operating expenses, including debt service,
the  Company's  income  and  ability to make distributions to its shareholders
will  be  adversely  affected.

     The  income  from  and market value of a leased property may be adversely
affected  by  such  factors  as changes in the general economic climate, local
conditions  such  as  an oversupply of space or a reduction in demand for real
estate  in  the  area,  the  attractiveness  of  the properties to tenants and
competition  from  other  available  space.  Real estate values and income are
also  affected  by  such factors as government regulations and changes in real
estate,  zoning  or  federal  income  tax  laws,  interest  rate  levels,  the
availability  of  financing  and  potential  liability under environmental and
other  laws.

     Adverse  economic  conditions  could  adversely  affect  the ability of a
tenant  to make its lease payments to the Company, resulting in a reduction in
the  cash  flow  of  the  Company  and a decrease in the value of the property
leased  to such tenant in the event the lease is terminated and the Company is
unable  to lease the property to another tenant on similar or better terms, or
at  all.    In  addition,  the  Company may experience delays in enforcing its
rights as lessor and may incur substantial costs in protecting its investment.
The Company not only could lose the cash flow from such defaulting tenant, but
in  order  to  prevent a foreclosure, also might divert cash flow generated by
other  properties  to  meet  mortgage payments, if any, and pay other expenses
associated  with  owning  the  property  with  respect  to  which  the default
occurred.

     Dependence  on  Rental Income from Real Property to Meet Debt Obligations
and  Make  Distributions.    As  substantially  all of the Company's income is
derived  from rental income from real property, the Company's income and funds
from  operations could be adversely affected if a single major tenant was or a
number of smaller tenants were unable to meet their obligations to the Company
or  if  the  Company  was  unable  to  lease on economically favorable terms a
significant  amount  of space in its properties.  Although such adverse effect
may  be limited by the fact that the Company does not rely on any single major
tenant,  such  risk is not eliminated.  In addition, the Company's tenants may
have  the  right  to  terminate  their  leases  upon the occurrence of certain
customary events of default, or, in some cases, if the lease held by an anchor
tenant or other principal tenant of the property expires, is terminated or the
property  subject  to  the lease is vacated, even if rent continues to be paid
under  the  lease.    No assurance can be given that leases that expire or are
terminated  can  be  renewed  or  replaced,  or that the properties covered by
leases that expire or are terminated can be leased to comparable tenants or on
comparable  terms,  or  at  all.

     Risk  of  Bankruptcy of Major Tenants.  The bankruptcy or insolvency of a
major  tenant  or  a number of small tenants may have an adverse impact on the
properties  affected  and  on  the  income produced by such properties.  Under
bankruptcy  law,  a  tenant  has  the  option of continuing or terminating any
unexpired  lease.    If  the  tenant continues its lease with the Company, the
tenant  must  cure  all  defaults under the lease and provide the Company with
adequate  assurance  of its future performance under the lease.  If the tenant
terminates  the  lease,  the  Company's  claim  for  breach of the lease would
(absent  collateral  securing  the  claim)  be  treated as a general unsecured
claim.    General  unsecured  claims  are  the  last  claims  to  be paid in a
bankruptcy and therefore funds may not be available to pay such claims.  As of
September  1,  1997,  none  of  the  Company's  major tenants are currently in
bankruptcy  or  defaulted  on  a  lease.

     Illiquidity  of  Real Estate Investments.  Equity real estate investments
are  relatively  illiquid  which limits the ability of the Company to vary its
portfolio promptly in response to changes in economic or other conditions.  In
addition,  mortgage payments and, to the extent a property is not subject to a
triple  net  lease, certain significant expenditures such as real estate taxes
and  maintenance  costs  generally  are not reduced when circumstances cause a
reduction  in  income  from  the investment, and should such events occur, the
Company's  income and cash available for distribution to shareholders would be
adversely  affected.

     Changes  in  Laws.    Costs  resulting  from changes in real estate taxes
generally  may  be  passed  through  to  tenants and, to such extent, will not
materially  affect  the  Company.    Increases  in income, service or transfer
taxes,  however,  generally  are not passed through to tenants under the lease
and  may adversely affect the Company's operating cash flow and its ability to
make distributions to shareholders.  Similarly, changes in laws increasing the
potential  liability  for  environmental  conditions existing on properties or
increasing  the  restrictions  on discharges or other conditions may result in
significant  unanticipated  expenditures,  which  would  adversely  affect the
Company's  operating  cash  flow  and  its  ability  to  make distributions to
shareholders.

DEVELOPMENT  AND  ACQUISITION  RISKS

     The  Company  intends  to  continue  acquiring  existing  properties  and
development  of  new projects.  New project development is subject to a number
of  risks,  including  risks of construction delays and cost overruns that may
increase project costs, risks that the properties will not achieve anticipated
occupancy  levels  or  sustain  anticipated  rent  levels,  and  new  project
commencement  risks  such  as  receipt of zoning, occupancy and other required
governmental  permits  and  authorizations  and  the incurrence of development
costs  in  connection  with  projects  that  are  not  pursued  to completion.

     In  addition,  the  Company  anticipates that its new development will be
financed  under  lines  of  credit  or  other forms of short-term construction
financing  that  will  result  in  a  risk  that  permanent financing on newly
developed  projects  might  not  be  available  or  would be available only on
disadvantageous terms.  In addition, the fact that the Company must distribute
95% of its ordinary taxable income in order to maintain its qualification as a
REIT will limit the ability of the Company to rely upon income from operations
or cash flow from operations to finance new development or acquisitions.  As a
result,  if permanent debt or equity financing was not available on acceptable
terms  to  refinance  new  development  or  acquisitions  undertaken  without
permanent  financing,  further  development  activities  or other acquisitions
might be curtailed or cash available for distribution to shareholders might be
adversely  affected.   Acquisitions entail risks that investments will fail to
perform in accordance with expectations and that judgments with respect to the
costs  of  improvements  to  bring  an  acquired  property  up  to  standards
established  for  the  market  position  intended for that property will prove
inaccurate,  as  well as general investment risks associated with any new real
estate  investment.



ENVIRONMENTAL  MATTERS

     Under  various federal, state and local laws, ordinances and regulations,
an  owner  of real estate is liable for the costs of removal or remediation of
certain hazardous or toxic substances on or in such property.  Such laws often
impose  such  liability  without  regard  to whether the owner knew of, or was
responsible  for,  the  presence  of  such hazardous or toxic substances.  The
costs  of  any  required  remediation  or  removal  of  such substances may be
substantial and the owner's liability therefor as to any property is generally
not  limited  under such laws, ordinances and regulations and could exceed the
value  of  the  property.   The presence of such substances, or the failure to
properly  remediate  such substances, may adversely affect the owner's ability
to  sell  the  property or to borrow using real estate as collateral.  Some of
the  Properties  have  been  subject  to  Phase  I environmental audits (which
involve  inspection  without  soil  sampling  or  ground  water  analysis)  by
independent environmental consultants, while a majority of the Properties have
undergone  asbestos  reviews  and  other  types  of  limited  environmental
investigation.    Phase  I  audit  reports have not revealed any environmental
liability,  nor  is the Company aware of any environmental liability, that the
Company's  management  believes  would  have  a material adverse effect on the
Company's  business,  assets  or  results of operations, taken as a whole.  No
assurance,  however,  can be given that these reports reveal all environmental
liabilities  or  that  no  prior  owner  created  any  material  environmental
condition  not known to the Company.  However, the Company maintains insurance
in  the  amount  of  $1  million  for  clean-up costs and to cover third party
liability.

     The  Company  believes  that it is in compliance in all material respects
with  all  federal,  state  and  local  ordinances  and  regulations regarding
hazardous  or  toxic  substances, and the Company has not been notified by any
governmental  authority  of  any  noncompliance,  liability  or other claim in
connection  with  any  of  its  present  or  former  properties.

SHARES  AVAILABLE  FOR  FUTURE  SALE

     No  prediction can be made as to the effect, if any, that future sales of
shares, or the availability of shares for future sale, will have on the market
price of the Common Shares prevailing from time to time.  Sales of substantial
amounts  of  Common Shares or the perception that such sales could occur could
adversely  affect  prevailing  market  prices  for  the  Common  Shares.

RISKS  FOR  IRAS  OR  INVESTORS  SUBJECT  TO  ERISA

     Fiduciaries  of  a pension, profit-sharing or other employee benefit plan
subject  to  the  Employee  Retirement Income Security Act of 1974, as amended
("ERISA"), should consider whether the investment of plan assets in the Common
Shares  satisfies  the  diversification  requirements  of  ERISA,  whether the
investment is prudent in light of possible limitations on the marketability of
the Common Shares, and whether such fiduciaries have authority to acquire such
Common  Shares  under  their  appropriate governing instruments and Title I of
ERISA.    Also, fiduciaries of an individual retirement account ("IRA") should
consider  that  an  IRA  may  only make investments that are authorized by the
appropriate  governing  instruments.

POSSIBLE  ADVERSE  IMPACT  OF  MARKET  CONDITIONS  ON  MARKET  PRICE

     The  market value of the Common Shares could be substantially affected by
general  market  conditions,  including  changes in interest rates, government
regulatory  action  and  changes  in tax laws.  An increase in market interest
rates may lead purchasers of the Common Shares to demand a higher annual yield
on  the  price  paid  for  shares in the form of distributions by the Company,
which  would  adversely  affect  the  market  price  of  the  Common  Shares.

                                  THE COMPANY

     Weingarten  Realty  Investors,  a  trust  organized  under the Texas Real
Estate  Investment  Trust  Act, and its predecessor entity began the ownership
and  development of shopping centers and other commercial real estate in 1948.
The  Company  is self-advised and self-managed and, as of June 30, 1997, owned
or  had  interests in 189 developed income-producing real estate projects, 164
of  which  were  shopping  centers,  located  in  Texas (144), Louisiana (11),
Arizona  (9),  Arkansas  (5), New Mexico (5), Oklahoma (4), Nevada (4), Kansas
(3),  Colorado  (1), Missouri (1), Maine (1) and Tennessee (1).  The Company's
other  commercial  real  estate  projects included 22 industrial projects, two
multi-family residential projects and one office building, which serves as the
Company's headquarters.  The Company's investment focus has been and continues
to  be  on  shopping  centers  and, to a lesser extent, industrial properties.
Initially, the Company grew primarily through development of properties.  With
respect  to  these  projects,  the  Company acquired the raw land, constructed
buildings  and  leased  the  store  spaces.    More  recently, the Company has
expanded  its  property  base  primarily  through  acquisitions  of properties
previously  developed  by  other  parties  which  satisfy  investment criteria
similar to those applicable to new developments.  Management believes that the
majority  of  the  Company's  growth  in the immediate future will continue to
result from acquisitions, due to the continuing over-supply of existing retail
real  estate  projects  and  the prevailing market discounts from reproduction
costs  for  new  projects.    As part of its acquisition strategy, the Company
seeks  under-managed  properties  in good locations, the value of which can be
enhanced  through remerchandizing and renovating.  Geographically, the Company
considers expansion in areas where it currently has a presence or where it can
acquire  within a reasonable time frame a sufficient number of properties that
meet  its  investment  criteria.

     An  equally  important part of the Company's strategy has been to improve
the  cash  flow  and  value  of its existing portfolio through: (i) maximizing
rental  revenues, occupance and retail sales, (ii) operating the properties in
the  most  cost  effective manner and (iii) renovating and remerchandizing the
tenant  mix  with  respect  to  selected  properties.

     Occupancy of the Company's total portfolio increased to 92.5% at June 30,
1997  from  92.1%  at  the end of the second quarter of the prior year and was
down  slightly  from 93.0% at year end 1996.  The Company has 3,300 leases and
2,500  different tenants.  Leases for the Company's properties range from less
than  a  year  for  smaller spaces to over 25 years for larger tenants; leases
generally include minimum lease payments and contingent rentals for payment of
taxes,  insurance  and  maintenance and for an amount based on a percentage of
the  tenants'  sales.    The  majority  of  the  Company's  anchor tenants are
supermarkets,  drugstores  and  other  retailers  which  generally  sell basic
necessity-type  items.    During  the  first  six  months of 1997, the Company
completed  270  renewals  or leases comprising over 1.0 million square feet of
retail  space.    Rental  rates  increased  an  average of 9.0% over the rates
charged  to  the prior tenants before the cost of capital required to complete
the  lease  and 4.6% net of capital costs.  Retail sales on a same store basis
increased  by 1.6% based on sales reported during the last twelve months, with
supermarket  and  drug  stores  up  1.8%.

     Management  believes  that  its  overall  debt structure is conservative.
Based upon the approximately $1.5 billion total market value of the Company at
June  30,  1997, the Company's debt represented approximately 28% of its total
market  capitalization.

     The  Company  conducts its operations in order to qualify as a REIT under
the  Code.    The  Company's  principal  executive offices are located at 2600
Citadel  Plaza  Drive, Houston, Texas 77008, and its telephone number is (713)
866-6000.    As  used  herein,  the term "Company" refers to Weingarten Realty
Investors  and  its  predecessors  unless  the  context otherwise specifically
requires.


                                USE OF PROCEEDS

     The  Common Shares offered hereby are being registered for the account of
the  Selling  Shareholders  and  accordingly, the Company will not receive any
proceeds  from  the  sale  of  the  Selling  Shareholder Shares by the Selling
Shareholders.


                             SELLING SHAREHOLDERS

     The  Selling  Shareholder  Shares  offered  by  this Prospectus have been
acquired  by  the  Selling  Shareholders  pursuant  to  the  Weingarten Realty
Investors  1993  Incentive  Share Plan.  Each Selling Shareholder will receive
all  of  the  net  proceeds  from  the  sale  of his or her respective Selling
Shareholder  Shares  offered  hereby.    The  following  table sets forth with
respect to each of the Selling Shareholders owning 1,000 or more Common Shares
issued  under  the  Company's  1993 Incentive Share Plan: (i) the name of such
Selling Shareholder; (ii) the nature of any position, office or other material
relationship  which  the  Selling  Shareholders have had within the past three
years  with  the  Company  or any of its predecessors or affiliates; (iii) the
number  of  Common Shares owned by each Selling Shareholder as of September 1,
1997;  and  (iv)  the  number  of  Common  Shares owned by each of the Selling
Shareholders  to  be  offered  hereby:

<TABLE>
<CAPTION>


                                                                   PERCENTAGE OF
                                                                       COMMON
                                                                    SHARES OWNED
                        NUMBER OF COMMON SHARES  NUMBER OF COMMON      AFTER
                              OWNED AS OF             SHARES       COMPLETION OF
NAME AND RELATIONSHIP      SEPTEMBER 1, 1997      OFFERED HEREBY    THE OFFERING
----------------------  -----------------------  ----------------  --------------
<S>                     <C>                      <C>               <C>
Patty Bender(1). . . .                   14,908             2,000          0.056%
Candace DuFour(2). . .                   31,250             3,000          0.117 
Johnny Hendrix(3). . .                   14,371             2,200          0.054 
John Marcisz(4). . . .                   32,274             3,500          0.121 
Steve Richter(5) . . .                   46,555             3,400          0.174 
Bill Robertson(6). . .                   99,081             5,700          0.370 
Tim Seckinger(7) . . .                    4,231             2,000          0.016 
Jeff Tucker(8) . . . .                   39,325             3,400          0.147 
Steve Weingarten(9). .                   63,495             2,200          0.237 
Robert Smith(10) . . .                    4,515             2,000          0.017 
                        -----------------------  ----------------  --------------
TOTALS . . . . . . . .                  350,005            29,400          1.307%
                        =======================  ================  ==============
<FN>
(1)     Vice  President  of  the  Company.
(2)     Vice President of the Company.
(3)     Vice President of the Company.
(4)     Vice President of the Company.
(5)     Senior Vice President and Treasurer of the Company.
(6)     Executive Vice President of the Company.
(7)     Vice President of the Company.
(8)     Vice President of the Company.
(9)     Vice President of the Company.
(10)    Director of New Development and Acquisitions.
</TABLE>


                             PLAN OF DISTRIBUTION

     The  Selling  Shareholder  Shares offered hereby may be sold from time to
time  by  the  Selling Shareholders, or by the Selling Shareholders' pledgees,
donees,  transferees  or  other successors in interest, either directly by the
Selling  Shareholder  owning  such  shares  or  such  Selling  Shareholder's
successors in interest or through agents, underwriters or dealers.  Such sales
may  be  effected  in  transactions  on the NYSE, on any exchange on which the
Common  Shares  may  from  time  to time be traded, in independent, negotiated
transactions  or  otherwise.   The Common Shares offered hereby may be sold at
market prices prevailing at the time of sale or at negotiated prices.  Without
limiting  the  generality  of  the foregoing, the shares offered hereby may be
sold  in the following manner: (i) a block trade in which the broker or dealer
so  engaged  will  attempt  to  sell  the shares as agent but may position and
resell  a  portion  of  the block as principal to facilitate the  transaction;
(ii)  a  purchase by a broker or dealer as principal and resale by such broker
or  dealer  for  its  account  pursuant  to this Prospectus; (iii) an ordinary
brokerage  transaction;  or  (iv)  a  transaction in which the broker solicits
purchasers.

     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 shares offered hereby 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.

     The Selling Shareholder Shares covered hereby may be sold pursuant to the
registration  statement  of  which this Prospectus is a part, pursuant to Rule
144  promulgated  by the Commission under the Securities Act or pursuant to an
exemption  from  registration  under  the  Securities  Act.

                                 LEGAL MATTERS

     The  validity of the Common Shares offered hereby will be passed upon for
the  Company  by  Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P., Dallas, Texas.

                                    EXPERTS

     The  financial  statements  and the related financial statement schedules
incorporated  in  this Prospectus and Registration Statement by reference from
the Weingarten Realty Investor's Annual Report on form 10-K for the year ended
December  31,  1996  have  been  audited  by  Deloitte  &  Touche, independent
auditors, as stated in their report which is incorporated herein by reference,
and  have  been so incorporated in reliance upon the report of such firm given
upon  their  authority  as  experts  in  accounting  and  auditing.


<PAGE>


No  dealer,  salesperson  or  any other person has been authorized to give any
information  or to make any representations other than those contained in this
Prospectus  in connection with the offer made by this Prospectus and, if given
or made, such information or representations must not be relied upon as having
been  authorized  by the Company or the Selling Shareholders.  This Prospectus
does  not  constitute  an offer to sell, or a solicitation of an offer to buy,
the  securities  offered  hereby  in  any  jurisdiction in which such offer or
solicitation  is  not  authorized,  or to any person to whom it is unlawful to
make  such offer or solicitation.  Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that any information contained therein is correct as of any time subsequent to
the  date  hereof.
<TABLE>
<CAPTION>



                               TABLE OF CONTENTS


                             Page
                             ----
<S>                          <C>
Available Information . . .  2
Incorporation of Certain
     Documents by Reference  2
Risk Factors. . . . . . . .  3
The Company . . . . . . . .  5
Use of Proceeds . . . . . .  6
Selling Shareholders. . . .  6
Plan of Distribution. . . .  7
Legal Matters . . . . . . .  8
Experts . . . . . . . . . .  8
</TABLE>




                                 29,400 SHARES



                                  WEINGARTEN
                                    REALTY
                                   INVESTORS


                                 COMMON SHARES
                            OF BENEFICIAL INTEREST







                                  PROSPECTUS












                               October 14, 1997







                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.                    INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The documents listed below hereby are incorporated by reference into this
registration  statement  on  Form  S-8  (the  "Registration  Statement").  All
documents  subsequently  filed  by Weingarten Realty Investors (the "Company")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of  1934, as amended (the "Exchange Act"), after the date of this Registration
Statement  and  before  the  filing  of  a  post-effective  amendment  to  the
Registration  Statement  which  indicates  that  all  of  the Common Shares of
Beneficial  Interest  ("Common  Shares")  offered  hereunder have been sold or
which  deregisters all such shares then remaining unsold shall be deemed to be
incorporated  herein  by  reference  and  to be a part hereof from the date of
filing  of  such  documents.

     1.     The Company's Annual Report on Form 10-K for the fiscal year ended
December  31,  1996;

     2.      The Company's Quarterly Report on Form 10-Q for the quarter ended
March  31,  1997;

     3.      The Company's Quarterly Report on Form 10-Q for the quarter ended
June  30,  1997;  and

     4.        The description of the Company's Common Shares contained in the
registration statement on Form  8-B under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") filed by the Company with the Commission (File
No.  1-9876).

ITEM  4.                    DESCRIPTION  OF  SECURITIES

     Not  required.

ITEM  5.                    INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

     Not  applicable.

ITEM  6.                    INDEMNIFICATION  OF  TRUST  MANAGERS  AND OFFICERS

     Section  9.1(B) of the Texas Real Estate Investment Trust Act (the "Act")
empowers 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 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  Act further provides that a person may not be indemnified in respect
of a proceeding in which the person is found liable on the basis that personal
benefit  was improperly received by him or in which the person is found liable
to  the  real  estate  investment  trust.  Indemnification pursuant to Section
9.1(B)  of the 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.

     Section  15  of the 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  the  written  opinion  of  an  attorney  for  the  real estate
investment  trust.   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 under a real estate investment trust,
save  only  for  his  own  willful  misfeasance  or malfeasance or negligence.

     Article  16  of  the Declaration of Trust provides that the Company shall
indemnify  officers  and  trust  managers,  as  set  forth  below.

     (a)          The  Company  shall indemnify, to the extent provided in the
Company's Bylaws, every person who is or was a Trust Manager or officer of the
Company  or  its corporate predecessor and any person who is or was serving at
the  request  of  the  Company  or  its  corporate  predecessor as a director,
officer,  partner,  venturer,  proprietor, trustee, employee, agent or similar
functionary  of  another  foreign  or domestic corporation, 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,
the  Company  shall  indemnify,  to the fullest extent that indemnification is
permitted  by Texas law, every person who is or was a Trust Manager or officer
of  the  Company  or  its corporate predecessor and every person who is or was
serving  at  the  request  of  the  Company  or its corporate predecessor as a
director,  officer, partner, venturer, proprietor, trustee, employee, agent or
similar  functionary  of another foreign or domestic corporation, 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.

     The  Company's  Bylaws  provide  that the Company may indemnify any Trust
Manager  or  officer  of the Company 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 a trust manager,
officer, employee or agent of the Company, or is or was serving at the request
of  the  Company  in  the  same  or another capacity in another corporation or
business  association,  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 the best interests of the
Company, and that, in all other cases, his conduct was at least not opposed to
the  best  interests  of  the  Company,  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 the Company, 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 for willful or intentional misconduct in the performance of his duty to
the  Company.

ITEM  7.                    EXEMPTION  FROM  REGISTRATION  CLAIMED.

     The information required by Item 7 is not applicable to this Registration
Statement.

ITEM  8.                    EXHIBITS.

     *5.1          Opinion  of  Liddell,  Sapp,  Zivley, Hill & LaBoon, L.L.P.
regarding  the  validity  of  the  securities  being  registered.

     *23.1          Consent  of  Deloitte  &  Touche  LLP

     *23.2          Consent  of  Liddell,  Sapp, Zivley, Hill & LaBoon, L.L.P.
(included  as  part  of  Exhibit  5.1).

     *24     Power of Attorney (See Page II-4 of this Registration Statement).



*  Filed  herewith.

ITEM  9.                    UNDERTAKINGS.

     The  Company  hereby  undertakes:

     (1)         To file, during any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  Registration  Statement:

     (i)         to include any prospectus required by Section 10(a)(3) of the
Securities  Act  of  1933;

     (ii)       to reflect in the prospectus any facts or events arising after
the  effective  date  of  this  Registration  Statement  (or  the  most recent
post-effective  amendment  thereof)  which,  individually or in the aggregate,
represent  a  fundamental  change  in  the  information  set  forth  in  this
Registration  Statement;

     (iii)     to include any material information with respect to the plan of
distribution  not  previously  disclosed in this Registration Statement or any
material  change  to  such  information  in  this  Registration  Statement;

provided,  however,  that  paragraphs  (1)(i)  and (1)(ii) do not apply if the
information  required  to  be  included in a post-effective amendment by those
paragraphs  is  contained in periodic reports filed by the Company pursuant to
Section  13  or  Section  15(d)  of  the  Securities  Exchange Act of 1934, as
amended,  that  are  incorporated by reference in this Registration Statement.

     (2)          That, for the purpose of determining any liability under the
Securities  Act of 1933, each such post-effective amendment shall be deemed to
be  a  new  registration statement relating to the securities offered therein,
and  the  offering  of  such securities at that time shall be deemed to be the
initial  bona  fide  offering  thereof.

     (3)          To  remove  from  registration  by means of a post-effective
amendment  any  of the securities being registered  which remain unsold at the
termination  of  the  offering.

     The  undersigned  Company  hereby  undertakes  that,  for  purposes  of
determining any liability under the Securities Act of 1933, each filing of the
Company's  annual  report  pursuant  to  Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  that is incorporated by reference in this
Registration  Statement  shall  be  deemed  to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at  that  time  shall  be deemed to be the initial bona fide offering thereof.

     Insofar  as  indemnification for liabilities arising under the Securities
Act  of  1933  may  be  permitted  to trust managers, officers and controlling
persons  of  the  Company, the Company has been advised that in the opinion of
the  Securities and Exchange Commission such indemnification is against public
policy  as  expressed  in  the  Securities  Act  of  1933  and  is, therefore,
unenforceable.    In  the  event that a claim for indemnification against such
liabilities  (other  than  the  payment by the Company of expenses incurred or
paid  by  a trust manager, officer or controlling person of the Company in the
successful  defense  of  any  action,  suit or proceeding) is asserted by such
trust manager, officer or controlling person in connection with the securities
being  registered,  the Company will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a court of
appropriate  jurisdiction  the  question whether such indemnification by it is
against  public  policy as expressed in the Securities Act of 1933 and will be
governed  by  the  final  adjudication  of  such  issue.


<PAGE>
                                  SIGNATURES

     Pursuant  to  the requirements of the Securities Act of 1933, the Company
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  Houston,  State  of  Texas, on the 13th day of
October,  1997.

                                   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 and Martin Debrovner,
and  each of them, his true and lawful attorneys-in-fact and agents, with full
power  of  substitution  and resubstitution, for him, and on his behalf and in
his  name,  place  and  stead, in any and all capacities, to sign, execute and
file this Registration Statement under the Securities Act of 1933, as amended,
and  any  or  all  amendments  (including,  without limitation, post-effective
amendments),  abbreviated  registration  statements pursuant to Rule 462 under
the  Securities  Act  of  1933,  exhibits  and  supplements  thereto, with any
regulatory  authority,  granting  unto  said attorneys, 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 in order to effectuate the
same  as  fully to all intents and purposes as he himself might or could do if
personally  present,  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.

     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          October 13, 1997
----------------------------                                                    
Joseph W. Robertson, Jr.      and 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>








<PAGE>
                                 EXHIBIT INDEX

Exhibit
Number
------

*   5.1    Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. regarding
           the  validity  of  the  securities  being  registered.

*  23.1    Consent  of  Deloitte  &  Touche  LLP

*  23.2    Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. (included
           as  part  of  Exhibit  5.1).

*  24.1    Power of Attorney (See Page II-4 of this Registration Statement).


*  Filed  herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 57717}]
{"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": "333-37823", "film-number": "97695247"}, "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            (I.R.S. Employer
 Incorporation 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 1993 INCENTIVE SHARE 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                    Amount to be  Offering Price        Aggregate        Registration
to be registered (1)                   Registered      PerShare      Offering Price (2)      Fee (3)
------------------------------------  ------------  ---------------  -------------------  --------------
Common Shares of Beneficial. . . . .       500,000  $         40.25  $        20,125,000  $        6,098
Interest, par value $0.03 per share
(1)   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.
(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  500,000  Common  Shares of Beneficial Interest, par value $.03 per
share,  of  Weingarten  Realty  Investors  for  issuance  pursuant to the 1993
Incentive  Share  Plan (as amended, the "Plan").  The contents of that earlier
Registration  Statement  (Registration No. 33-52473), which registered 500,000
shares  for issuance under the Plan and was filed on March 1, 1994, are hereby
incorporated  by  reference.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item  1.                    Plan  Information.  *

Item  2.          Registrant Information and Employee Plan Annual Information.
*

_______________________

*          Information  required  by  Part  I of Form S-8 to be contained in a
prospectus  meeting the requirements of Section 10(a) of the Securities Act of
1933  is  omitted from this Registration Statement in accordance with Rule 428
under  the  Securities  Act  of  1933  and  the  Note  to  Part I of Form S-8.
FORM OF REOFFER PROSPECTUS

                                 29,400 SHARES

                          WEINGARTEN REALTY INVESTORS
        Common Shares of Beneficial Interest, $.03 par value per share

     All of the 29,400 Common Shares of Beneficial Interest ("Common Shares"),
$.03  par value per share, of Weingarten Realty Investors ("Weingarten" or the
"Company")  offered  hereby  are  offered  for the account of the shareholders
described  herein  (the  "Selling Shareholders").  See "Selling Shareholders."
The Common Shares to be offered are those acquired by the Selling Shareholders
pursuant  to  the  Weingarten Realty Investors 1993 Incentive Share Plan.  The
Company  will  not receive any proceeds from the sale of such Common Shares by
the  Selling  Shareholders.    The  29,400  Common  Shares  offered hereby are
referred  to  herein  as  the  "Selling  Shareholder  Shares."

     The  Selling Shareholder  Shares may be sold by the Selling Shareholders,
or  by  pledgees,  donees,  transferees or other successors in interest.  Such
sales  may  be  made  on  the  New  York Stock Exchange (the "NYSE") or on any
exchange  on  which the Common Shares are then traded, in the over-the-counter
market,  or  otherwise  at  prices  and  at  terms  then  prevailing,  or  in
independent,  negotiated  transactions  or otherwise.  The Selling Shareholder
Shares  offered  hereby may be sold at market prices prevailing at the time of
sale  or  at  negotiated  prices.  The Selling Shareholder Shares may be sold,
without limitation, in one or more of the following types of transactions: (i)
a  block  trade  in which the broker or dealer so engaged will attempt to sell
the  Selling Shareholder Shares as agent but may position and resell a portion
of  the  block as principal to facilitate the transaction; (ii) purchases by a
broker  or  dealer  as  principal  and  resale by the broker or dealer for its
account  pursuant  to  this  Prospectus;  (iii)  an  exchange  distribution in
accordance  with  the  rules  of  the exchange; and/or (iv) ordinary brokerage
transactions  and  transactions  in  which the broker solicits purchasers.  In
effecting  sales,  brokers  or dealers engaged by the Selling Shareholders may
arrange  for  the other brokers or dealers to participate.  Brokers or dealers
may  receive  commissions or discounts from Selling Shareholders in amounts to
be  negotiated.   These brokers or dealers and any other participating brokers
or  dealers,  as  well  as  certain  pledgees,  donees,  transferees and other
successors  in interest, may be deemed to be "underwriters" within the meaning
of  the  Securities  Act  of  1933,  as  amended  (the  "Securities  Act"), in
connection with the sales of the Selling Shareholder Shares.  In addition, any
securities  covered  by this Prospectus that qualify for sale pursuant to Rule
144  under  the Securities Act may be sold under Rule 144 rather than pursuant
to  this  Prospectus.

     The  aggregate  proceeds to the Selling Shareholders from the sale of the
Selling  Shareholder  Shares  will  be  the  purchase  price  of  the  Selling
Shareholder  Shares  sold  less  the  aggregate  agents'  commissions  and
underwriters'discounts,  if  any,  paid  in  connection  with  such sale.  The
Company  will  pay  substantially  all  of  the  expenses  incident  to  the
registration of the Selling Shareholder Shares, except for selling commissions
and  discounts associated with the sale of the Selling Shareholder Shares, all
of  which  will  be  paid  by  the  Selling  Shareholders.

     The  Common  Shares  are  listed on the NYSE under the symbol "WRI."  The
closing  price  of  the  Common  Shares  as reported on the NYSE on October 6,
1997,  was  $40.00  per  share.

   THE COMMON SHARES OFFERED HEREBY INVOLVE CERTAIN RISKS.  SEE "RISK FACTORS"
                             BEGINNING ON PAGE 3.

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
  ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
                            IS A CRIMINAL OFFENSE.

   THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
 THE MERITS OF THIS OFFERING.  ANY REPRESENTATION TO  THE CONTRARY IS UNLAWFUL

               The date of this Prospectus is October 14, 1997.

                             AVAILABLE INFORMATION

     The  Company  has  filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus is a part) on
Form  S-8  under  the  Securities  Act  with respect to the securities offered
hereby.   This Prospectus does not contain all of the information set forth in
the  Registration  Statement,  certain  portions of which have been omitted as
permitted  by  the  rules  and  regulations  of  the Commission.  Descriptions
contained  in  this  Prospectus  of certain contracts or other documents which
have  been filed as exhibits to the Registration Statement are not necessarily
complete, an in each instance reference is made to the copy of the contract or
other  document  filed  as an exhibit to the Registration Statement, each such
description  being  qualified  in all respects by that reference.  For further
information regarding the Company and the securities offered hereby, reference
is  hereby  made  to the Registration Statement which may be obtained from the
Commission  at  its principal office in Washington, D.C., upon payment of fees
prescribed  by  the  Commission.

     The  Company  is  subject  to  the  informational  requirements  of  the
Securities  Exchange  Act  of  1934,  as amended (the "Exchange Act"), and, in
accordance  therewith,  files  reports,  proxy  and information statements and
other  information  with  the  Commission.  The reports, proxy and information
statements, and other information filed by the Company with the Commission may
be  inspected  and copied at the public reference facilities maintained by the
Commission  at  Room  1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and
will  also  be available for inspection and copying at the regional offices of
the Commission located at 13th Floor, 7 World Trade Center, New York, New York
10048  and  at  500  West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies  of  the  material can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates.    The Commission maintains a Web site that contains reports, proxy and
information  statements  and other information regarding the Company and other
registrants  that  have  been  filed  electronically with the Commission.  The
address  of  such site is http://www.sec.gov.  The Common Shares are traded on
the NYSE.  The reports, proxy and information statements and other information
also  can be inspected at the offices of the New York Stock Exchange, 20 Broad
Street,  New  York,  New  York  10005.

     The  Company  hereby undertakes to provide without charge to each person,
including  any  beneficial  owner,  to  whom  a  Prospectus is delivered, upon
written  or  oral  request of that person, a copy of any document incorporated
herein  by  reference  (other  than  exhibits  to  those  documents unless the
exhibits  are  specifically  incorporated by reference into the documents that
this  Prospectus  incorporates  by reference).  Requests should be directed to
Mr. Stephen C. Richter, Weingarten Realty Investors, 2600 Citadel Plaza Drive,
Houston,  Texas  77008.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  are  incorporated  herein  by  reference:

     1.     The Company's Annual Report on Form 10-K for the fiscal year ended
December  31,  1996;

     2.      The Company's Quarterly Report on Form 10-Q for the quarter ended
March  31,  1997;

     3.      The Company's Quarterly Report on Form 10-Q for the quarter ended
June  30,  1997;  and

     4.        The description of the Company's Common Shares contained in the
registration  statement on Form 8-B under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") filed by the Company with the Commission (File
No.  1-9876).

     In  addition, all documents subsequently filed by the Company pursuant to
Sections  13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of
a  post-effective  amendment  which indicates that all securities offered have
been sold or which deregisters all securities remaining unsold shall be deemed
to  be  incorporated by reference into this Prospectus and to be a part hereof
from  the  date  of  the  filing  of  such  documents  with  the  Commission.

     Any  statement  contained  in  a  document  all  or a portion of which is
incorporated  or deemed to be incorporated by reference herein shall be deemed
to  be  modified  or superseded for purposes of the Registration Statement and
this  Prospectus  to the extent that a statement contained in the Registration
Statement,  this  Prospectus, or any other subsequently filed document that is
also  incorporated  by reference herein modifies or supersedes that statement.
Any  statement  so  modified  or  superseded shall not be deemed, except as so
modified  or  superseded,  to  constitute  a  part  of  this  Prospectus.

                                 RISK FACTORS

     In  addition  to  the other information in this Prospectus, the following
should  be  considered  carefully  in  evaluating the Company and its business
before  purchasing  the  Common  Shares  offered  hereby.

ADVERSE  CONSEQUENCES  OF  FAILURE  TO  QUALIFY  AS  A  REIT

     The  Company  must  meet  a  number  of  highly  technical  and  complex
requirements  to maintain its status as a REIT under the Internal Revenue Code
of  1986,  as amended (the "Code").  Failure to qualify as a REIT would result
in the taxation of the Company at corporate rates and loss of pass-through tax
treatment  which  would  have  a  significant  adverse effect on the return to
shareholders.    Failure  to qualify as a REIT under the Code during a taxable
year  would generally render the Company ineligible to elect REIT status again
until  the fifth subsequent taxable year.  The Company will not be required to
make  distributions to shareholders in the event that it fails to qualify as a
REIT  under  the  Code  and  there  can  be no assurance that the Company will
continue  to make distributions in such event.  Transfers of the Common Shares
are subject to certain restrictions to protect the Company's REIT status under
the  Code.    In addition, the Company may be subject to state or local taxes.
No  assurance  can  be given that legislation, new regulations, administrative
interpretations  or  court decisions will not change the tax laws with respect
to  qualification  as  a  REIT,  the  federal  income tax consequences of such
qualification  or  the  application  of  state  or local taxes to the Company.

REAL  ESTATE  INVESTMENT  CONSIDERATIONS

     Economic  Performance  and Value of Properties Dependent on Many Factors.
Real  property investments are subject to varying degrees of risk.  The yields
available  from  equity  investments  in  real  estate depend on the amount of
income  generated  and  expenses incurred.  If the Company's properties do not
generate income sufficient to meet operating expenses, including debt service,
the  Company's  income  and  ability to make distributions to its shareholders
will  be  adversely  affected.

     The  income  from  and market value of a leased property may be adversely
affected  by  such  factors  as changes in the general economic climate, local
conditions  such  as  an oversupply of space or a reduction in demand for real
estate  in  the  area,  the  attractiveness  of  the properties to tenants and
competition  from  other  available  space.  Real estate values and income are
also  affected  by  such factors as government regulations and changes in real
estate,  zoning  or  federal  income  tax  laws,  interest  rate  levels,  the
availability  of  financing  and  potential  liability under environmental and
other  laws.

     Adverse  economic  conditions  could  adversely  affect  the ability of a
tenant  to make its lease payments to the Company, resulting in a reduction in
the  cash  flow  of  the  Company  and a decrease in the value of the property
leased  to such tenant in the event the lease is terminated and the Company is
unable  to lease the property to another tenant on similar or better terms, or
at  all.    In  addition,  the  Company may experience delays in enforcing its
rights as lessor and may incur substantial costs in protecting its investment.
The Company not only could lose the cash flow from such defaulting tenant, but
in  order  to  prevent a foreclosure, also might divert cash flow generated by
other  properties  to  meet  mortgage payments, if any, and pay other expenses
associated  with  owning  the  property  with  respect  to  which  the default
occurred.

     Dependence  on  Rental Income from Real Property to Meet Debt Obligations
and  Make  Distributions.    As  substantially  all of the Company's income is
derived  from rental income from real property, the Company's income and funds
from  operations could be adversely affected if a single major tenant was or a
number of smaller tenants were unable to meet their obligations to the Company
or  if  the  Company  was  unable  to  lease on economically favorable terms a
significant  amount  of space in its properties.  Although such adverse effect
may  be limited by the fact that the Company does not rely on any single major
tenant,  such  risk is not eliminated.  In addition, the Company's tenants may
have  the  right  to  terminate  their  leases  upon the occurrence of certain
customary events of default, or, in some cases, if the lease held by an anchor
tenant or other principal tenant of the property expires, is terminated or the
property  subject  to  the lease is vacated, even if rent continues to be paid
under  the  lease.    No assurance can be given that leases that expire or are
terminated  can  be  renewed  or  replaced,  or that the properties covered by
leases that expire or are terminated can be leased to comparable tenants or on
comparable  terms,  or  at  all.

     Risk  of  Bankruptcy of Major Tenants.  The bankruptcy or insolvency of a
major  tenant  or  a number of small tenants may have an adverse impact on the
properties  affected  and  on  the  income produced by such properties.  Under
bankruptcy  law,  a  tenant  has  the  option of continuing or terminating any
unexpired  lease.    If  the  tenant continues its lease with the Company, the
tenant  must  cure  all  defaults under the lease and provide the Company with
adequate  assurance  of its future performance under the lease.  If the tenant
terminates  the  lease,  the  Company's  claim  for  breach of the lease would
(absent  collateral  securing  the  claim)  be  treated as a general unsecured
claim.    General  unsecured  claims  are  the  last  claims  to  be paid in a
bankruptcy and therefore funds may not be available to pay such claims.  As of
September  1,  1997,  none  of  the  Company's  major tenants are currently in
bankruptcy  or  defaulted  on  a  lease.

     Illiquidity  of  Real Estate Investments.  Equity real estate investments
are  relatively  illiquid  which limits the ability of the Company to vary its
portfolio promptly in response to changes in economic or other conditions.  In
addition,  mortgage payments and, to the extent a property is not subject to a
triple  net  lease, certain significant expenditures such as real estate taxes
and  maintenance  costs  generally  are not reduced when circumstances cause a
reduction  in  income  from  the investment, and should such events occur, the
Company's  income and cash available for distribution to shareholders would be
adversely  affected.

     Changes  in  Laws.    Costs  resulting  from changes in real estate taxes
generally  may  be  passed  through  to  tenants and, to such extent, will not
materially  affect  the  Company.    Increases  in income, service or transfer
taxes,  however,  generally  are not passed through to tenants under the lease
and  may adversely affect the Company's operating cash flow and its ability to
make distributions to shareholders.  Similarly, changes in laws increasing the
potential  liability  for  environmental  conditions existing on properties or
increasing  the  restrictions  on discharges or other conditions may result in
significant  unanticipated  expenditures,  which  would  adversely  affect the
Company's  operating  cash  flow  and  its  ability  to  make distributions to
shareholders.

DEVELOPMENT  AND  ACQUISITION  RISKS

     The  Company  intends  to  continue  acquiring  existing  properties  and
development  of  new projects.  New project development is subject to a number
of  risks,  including  risks of construction delays and cost overruns that may
increase project costs, risks that the properties will not achieve anticipated
occupancy  levels  or  sustain  anticipated  rent  levels,  and  new  project
commencement  risks  such  as  receipt of zoning, occupancy and other required
governmental  permits  and  authorizations  and  the incurrence of development
costs  in  connection  with  projects  that  are  not  pursued  to completion.

     In  addition,  the  Company  anticipates that its new development will be
financed  under  lines  of  credit  or  other forms of short-term construction
financing  that  will  result  in  a  risk  that  permanent financing on newly
developed  projects  might  not  be  available  or  would be available only on
disadvantageous terms.  In addition, the fact that the Company must distribute
95% of its ordinary taxable income in order to maintain its qualification as a
REIT will limit the ability of the Company to rely upon income from operations
or cash flow from operations to finance new development or acquisitions.  As a
result,  if permanent debt or equity financing was not available on acceptable
terms  to  refinance  new  development  or  acquisitions  undertaken  without
permanent  financing,  further  development  activities  or other acquisitions
might be curtailed or cash available for distribution to shareholders might be
adversely  affected.   Acquisitions entail risks that investments will fail to
perform in accordance with expectations and that judgments with respect to the
costs  of  improvements  to  bring  an  acquired  property  up  to  standards
established  for  the  market  position  intended for that property will prove
inaccurate,  as  well as general investment risks associated with any new real
estate  investment.

ENVIRONMENTAL  MATTERS

     Under  various federal, state and local laws, ordinances and regulations,
an  owner  of real estate is liable for the costs of removal or remediation of
certain hazardous or toxic substances on or in such property.  Such laws often
impose  such  liability  without  regard  to whether the owner knew of, or was
responsible  for,  the  presence  of  such hazardous or toxic substances.  The
costs  of  any  required  remediation  or  removal  of  such substances may be
substantial and the owner's liability therefor as to any property is generally
not  limited  under such laws, ordinances and regulations and could exceed the
value  of  the  property.   The presence of such substances, or the failure to
properly  remediate  such substances, may adversely affect the owner's ability
to  sell  the  property or to borrow using real estate as collateral.  Some of
the  Properties  have  been  subject  to  Phase  I environmental audits (which
involve  inspection  without  soil  sampling  or  ground  water  analysis)  by
independent environmental consultants, while a majority of the Properties have
undergone  asbestos  reviews  and  other  types  of  limited  environmental
investigation.    Phase  I  audit  reports have not revealed any environmental
liability,  nor  is the Company aware of any environmental liability, that the
Company's  management  believes  would  have  a material adverse effect on the
Company's  business,  assets  or  results of operations, taken as a whole.  No
assurance,  however,  can be given that these reports reveal all environmental
liabilities  or  that  no  prior  owner  created  any  material  environmental
condition  not known to the Company.  However, the Company maintains insurance
in  the  amount  of  $1  million  for  clean-up costs and to cover third party
liability.

     The  Company  believes  that it is in compliance in all material respects
with  all  federal,  state  and  local  ordinances  and  regulations regarding
hazardous  or  toxic  substances, and the Company has not been notified by any
governmental  authority  of  any  noncompliance,  liability  or other claim in
connection  with  any  of  its  present  or  former  properties.

SHARES  AVAILABLE  FOR  FUTURE  SALE

     No  prediction can be made as to the effect, if any, that future sales of
shares, or the availability of shares for future sale, will have on the market
price of the Common Shares prevailing from time to time.  Sales of substantial
amounts  of  Common Shares or the perception that such sales could occur could
adversely  affect  prevailing  market  prices  for  the  Common  Shares.

RISKS  FOR  IRAS  OR  INVESTORS  SUBJECT  TO  ERISA

     Fiduciaries  of  a pension, profit-sharing or other employee benefit plan
subject  to  the  Employee  Retirement Income Security Act of 1974, as amended
("ERISA"), should consider whether the investment of plan assets in the Common
Shares  satisfies  the  diversification  requirements  of  ERISA,  whether the
investment is prudent in light of possible limitations on the marketability of
the Common Shares, and whether such fiduciaries have authority to acquire such
Common  Shares  under  their  appropriate governing instruments and Title I of
ERISA.    Also, fiduciaries of an individual retirement account ("IRA") should
consider  that  an  IRA  may  only make investments that are authorized by the
appropriate  governing  instruments.

POSSIBLE  ADVERSE  IMPACT  OF  MARKET  CONDITIONS  ON  MARKET  PRICE

     The  market value of the Common Shares could be substantially affected by
general  market  conditions,  including  changes in interest rates, government
regulatory  action  and  changes  in tax laws.  An increase in market interest
rates may lead purchasers of the Common Shares to demand a higher annual yield
on  the  price  paid  for  shares in the form of distributions by the Company,
which  would  adversely  affect  the  market  price  of  the  Common  Shares.

                                  THE COMPANY

     Weingarten  Realty  Investors,  a  trust  organized  under the Texas Real
Estate  Investment  Trust  Act, and its predecessor entity began the ownership
and  development of shopping centers and other commercial real estate in 1948.
The  Company  is self-advised and self-managed and, as of June 30, 1997, owned
or  had  interests in 189 developed income-producing real estate projects, 164
of  which  were  shopping  centers,  located  in  Texas (144), Louisiana (11),
Arizona  (9),  Arkansas  (5), New Mexico (5), Oklahoma (4), Nevada (4), Kansas
(3),  Colorado  (1), Missouri (1), Maine (1) and Tennessee (1).  The Company's
other  commercial  real  estate  projects included 22 industrial projects, two
multi-family residential projects and one office building, which serves as the
Company's headquarters.  The Company's investment focus has been and continues
to  be  on  shopping  centers  and, to a lesser extent, industrial properties.
Initially, the Company grew primarily through development of properties.  With
respect  to  these  projects,  the  Company acquired the raw land, constructed
buildings  and  leased  the  store  spaces.    More  recently, the Company has
expanded  its  property  base  primarily  through  acquisitions  of properties
previously  developed  by  other  parties  which  satisfy  investment criteria
similar to those applicable to new developments.  Management believes that the
majority  of  the  Company's  growth  in the immediate future will continue to
result from acquisitions, due to the continuing over-supply of existing retail
real  estate  projects  and  the prevailing market discounts from reproduction
costs  for  new  projects.    As part of its acquisition strategy, the Company
seeks  under-managed  properties  in good locations, the value of which can be
enhanced  through remerchandizing and renovating.  Geographically, the Company
considers expansion in areas where it currently has a presence or where it can
acquire  within a reasonable time frame a sufficient number of properties that
meet  its  investment  criteria.

     An  equally  important part of the Company's strategy has been to improve
the  cash  flow  and  value  of its existing portfolio through: (i) maximizing
rental  revenues, occupance and retail sales, (ii) operating the properties in
the  most  cost  effective manner and (iii) renovating and remerchandizing the
tenant  mix  with  respect  to  selected  properties.

     Occupancy of the Company's total portfolio increased to 92.5% at June 30,
1997  from  92.1%  at  the end of the second quarter of the prior year and was
down  slightly  from 93.0% at year end 1996.  The Company has 3,300 leases and
2,500  different tenants.  Leases for the Company's properties range from less
than  a  year  for  smaller spaces to over 25 years for larger tenants; leases
generally include minimum lease payments and contingent rentals for payment of
taxes,  insurance  and  maintenance and for an amount based on a percentage of
the  tenants'  sales.    The  majority  of  the  Company's  anchor tenants are
supermarkets,  drugstores  and  other  retailers  which  generally  sell basic
necessity-type  items.    During  the  first  six  months of 1997, the Company
completed  270  renewals  or leases comprising over 1.0 million square feet of
retail  space.    Rental  rates  increased  an  average of 9.0% over the rates
charged  to  the prior tenants before the cost of capital required to complete
the  lease  and 4.6% net of capital costs.  Retail sales on a same store basis
increased  by 1.6% based on sales reported during the last twelve months, with
supermarket  and  drug  stores  up  1.8%.

     Management  believes  that  its  overall  debt structure is conservative.
Based upon the approximately $1.5 billion total market value of the Company at
June  30,  1997, the Company's debt represented approximately 28% of its total
market  capitalization.

     The  Company  conducts its operations in order to qualify as a REIT under
the  Code.    The  Company's  principal  executive offices are located at 2600
Citadel  Plaza  Drive, Houston, Texas 77008, and its telephone number is (713)
866-6000.    As  used  herein,  the term "Company" refers to Weingarten Realty
Investors  and  its  predecessors  unless  the  context otherwise specifically
requires.

                                USE OF PROCEEDS

     The  Common Shares offered hereby are being registered for the account of
the  Selling  Shareholders  and  accordingly, the Company will not receive any
proceeds  from  the  sale  of  the  Selling  Shareholder Shares by the Selling
Shareholders.

                             SELLING SHAREHOLDERS

     The  Selling  Shareholder  Shares  offered  by  this Prospectus have been
acquired  by  the  Selling  Shareholders  pursuant  to  the  Weingarten Realty
Investors  1993  Incentive  Share Plan.  Each Selling Shareholder will receive
all  of  the  net  proceeds  from  the  sale  of his or her respective Selling
Shareholder  Shares  offered  hereby.    The  following  table sets forth with
respect to each of the Selling Shareholders owning 1,000 or more Common Shares
issued  under  the  Company's  1993 Incentive Share Plan: (i) the name of such
Selling Shareholder; (ii) the nature of any position, office or other material
relationship  which  the  Selling  Shareholders have had within the past three
years  with  the  Company  or any of its predecessors or affiliates; (iii) the
number  of  Common Shares owned by each Selling Shareholder as of September 1,
1997;  and  (iv)  the  number  of  Common  Shares owned by each of the Selling
Shareholders  to  be  offered  hereby:
PERCENTAGE OF
                                                                       COMMON
                                                                    SHARES OWNED
                        NUMBER OF COMMON SHARES  NUMBER OF COMMON      AFTER
                              OWNED AS OF             SHARES       COMPLETION OF
NAME AND RELATIONSHIP      SEPTEMBER 1, 1997      OFFERED HEREBY    THE OFFERING
----------------------  -----------------------  ----------------  --------------
Patty Bender(1). . . .                   14,908             2,000          0.056%
Candace DuFour(2). . .                   31,250             3,000          0.117 
Johnny Hendrix(3). . .                   14,371             2,200          0.054 
John Marcisz(4). . . .                   32,274             3,500          0.121 
Steve Richter(5) . . .                   46,555             3,400          0.174 
Bill Robertson(6). . .                   99,081             5,700          0.370 
Tim Seckinger(7) . . .                    4,231             2,000          0.016 
Jeff Tucker(8) . . . .                   39,325             3,400          0.147 
Steve Weingarten(9). .                   63,495             2,200          0.237 
Robert Smith(10) . . .                    4,515             2,000          0.017 
                        -----------------------  ----------------  --------------
TOTALS . . . . . . . .                  350,005            29,400          1.307%
                        =======================  ================  ==============
(1)     Vice  President  of  the  Company.
(2)     Vice President of the Company.
(3)     Vice President of the Company.
(4)     Vice President of the Company.
(5)     Senior Vice President and Treasurer of the Company.
(6)     Executive Vice President of the Company.
(7)     Vice President of the Company.
(8)     Vice President of the Company.
(9)     Vice President of the Company.
(10)    Director of New Development and Acquisitions.
PLAN OF DISTRIBUTION

     The  Selling  Shareholder  Shares offered hereby may be sold from time to
time  by  the  Selling Shareholders, or by the Selling Shareholders' pledgees,
donees,  transferees  or  other successors in interest, either directly by the
Selling  Shareholder  owning  such  shares  or  such  Selling  Shareholder's
successors in interest or through agents, underwriters or dealers.  Such sales
may  be  effected  in  transactions  on the NYSE, on any exchange on which the
Common  Shares  may  from  time  to time be traded, in independent, negotiated
transactions  or  otherwise.   The Common Shares offered hereby may be sold at
market prices prevailing at the time of sale or at negotiated prices.  Without
limiting  the  generality  of  the foregoing, the shares offered hereby may be
sold  in the following manner: (i) a block trade in which the broker or dealer
so  engaged  will  attempt  to  sell  the shares as agent but may position and
resell  a  portion  of  the block as principal to facilitate the  transaction;
(ii)  a  purchase by a broker or dealer as principal and resale by such broker
or  dealer  for  its  account  pursuant  to this Prospectus; (iii) an ordinary
brokerage  transaction;  or  (iv)  a  transaction in which the broker solicits
purchasers.

     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 shares offered hereby 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.

     The Selling Shareholder Shares covered hereby may be sold pursuant to the
registration  statement  of  which this Prospectus is a part, pursuant to Rule
144  promulgated  by the Commission under the Securities Act or pursuant to an
exemption  from  registration  under  the  Securities  Act.

                                 LEGAL MATTERS

     The  validity of the Common Shares offered hereby will be passed upon for
the  Company  by  Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P., Dallas, Texas.

                                    EXPERTS

     The  financial  statements  and the related financial statement schedules
incorporated  in  this Prospectus and Registration Statement by reference from
the Weingarten Realty Investor's Annual Report on form 10-K for the year ended
December  31,  1996  have  been  audited  by  Deloitte  &  Touche, independent
auditors, as stated in their report which is incorporated herein by reference,
and  have  been so incorporated in reliance upon the report of such firm given
upon  their  authority  as  experts  in  accounting  and  auditing.
No  dealer,  salesperson  or  any other person has been authorized to give any
information  or to make any representations other than those contained in this
Prospectus  in connection with the offer made by this Prospectus and, if given
or made, such information or representations must not be relied upon as having
been  authorized  by the Company or the Selling Shareholders.  This Prospectus
does  not  constitute  an offer to sell, or a solicitation of an offer to buy,
the  securities  offered  hereby  in  any  jurisdiction in which such offer or
solicitation  is  not  authorized,  or to any person to whom it is unlawful to
make  such offer or solicitation.  Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that any information contained therein is correct as of any time subsequent to
the  date  hereof.
TABLE OF CONTENTS

                             Page
                             ----
Available Information . . .  2
Incorporation of Certain
     Documents by Reference  2
Risk Factors. . . . . . . .  3
The Company . . . . . . . .  5
Use of Proceeds . . . . . .  6
Selling Shareholders. . . .  6
Plan of Distribution. . . .  7
Legal Matters . . . . . . .  8
Experts . . . . . . . . . .  8
29,400 SHARES

                                  WEINGARTEN
                                    REALTY
                                   INVESTORS

                                 COMMON SHARES
                            OF BENEFICIAL INTEREST

                                  PROSPECTUS

                               October 14, 1997

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.                    INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The documents listed below hereby are incorporated by reference into this
registration  statement  on  Form  S-8  (the  "Registration  Statement").  All
documents  subsequently  filed  by Weingarten Realty Investors (the "Company")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of  1934, as amended (the "Exchange Act"), after the date of this Registration
Statement  and  before  the  filing  of  a  post-effective  amendment  to  the
Registration  Statement  which  indicates  that  all  of  the Common Shares of
Beneficial  Interest  ("Common  Shares")  offered  hereunder have been sold or
which  deregisters all such shares then remaining unsold shall be deemed to be
incorporated  herein  by  reference  and  to be a part hereof from the date of
filing  of  such  documents.

     1.     The Company's Annual Report on Form 10-K for the fiscal year ended
December  31,  1996;

     2.      The Company's Quarterly Report on Form 10-Q for the quarter ended
March  31,  1997;

     3.      The Company's Quarterly Report on Form 10-Q for the quarter ended
June  30,  1997;  and

     4.        The description of the Company's Common Shares contained in the
registration statement on Form  8-B under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") filed by the Company with the Commission (File
No.  1-9876).

ITEM  4.                    DESCRIPTION  OF  SECURITIES

     Not  required.

ITEM  5.                    INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

     Not  applicable.

ITEM  6.                    INDEMNIFICATION  OF  TRUST  MANAGERS  AND OFFICERS

     Section  9.1(B) of the Texas Real Estate Investment Trust Act (the "Act")
empowers 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 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  Act further provides that a person may not be indemnified in respect
of a proceeding in which the person is found liable on the basis that personal
benefit  was improperly received by him or in which the person is found liable
to  the  real  estate  investment  trust.  Indemnification pursuant to Section
9.1(B)  of the 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.

     Section  15  of the 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  the  written  opinion  of  an  attorney  for  the  real estate
investment  trust.   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 under a real estate investment trust,
save  only  for  his  own  willful  misfeasance  or malfeasance or negligence.

     Article  16  of  the Declaration of Trust provides that the Company shall
indemnify  officers  and  trust  managers,  as  set  forth  below.

     (a)          The  Company  shall indemnify, to the extent provided in the
Company's Bylaws, every person who is or was a Trust Manager or officer of the
Company  or  its corporate predecessor and any person who is or was serving at
the  request  of  the  Company  or  its  corporate  predecessor as a director,
officer,  partner,  venturer,  proprietor, trustee, employee, agent or similar
functionary  of  another  foreign  or domestic corporation, 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,
the  Company  shall  indemnify,  to the fullest extent that indemnification is
permitted  by Texas law, every person who is or was a Trust Manager or officer
of  the  Company  or  its corporate predecessor and every person who is or was
serving  at  the  request  of  the  Company  or its corporate predecessor as a
director,  officer, partner, venturer, proprietor, trustee, employee, agent or
similar  functionary  of another foreign or domestic corporation, 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.

     The  Company's  Bylaws  provide  that the Company may indemnify any Trust
Manager  or  officer  of the Company 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 a trust manager,
officer, employee or agent of the Company, or is or was serving at the request
of  the  Company  in  the  same  or another capacity in another corporation or
business  association,  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 the best interests of the
Company, and that, in all other cases, his conduct was at least not opposed to
the  best  interests  of  the  Company,  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 the Company, 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 for willful or intentional misconduct in the performance of his duty to
the  Company.

ITEM  7.                    EXEMPTION  FROM  REGISTRATION  CLAIMED.

     The information required by Item 7 is not applicable to this Registration
Statement.

ITEM  8.                    EXHIBITS.

     *5.1          Opinion  of  Liddell,  Sapp,  Zivley, Hill & LaBoon, L.L.P.
regarding  the  validity  of  the  securities  being  registered.

     *23.1          Consent  of  Deloitte  &  Touche  LLP

     *23.2          Consent  of  Liddell,  Sapp, Zivley, Hill & LaBoon, L.L.P.
(included  as  part  of  Exhibit  5.1).

     *24     Power of Attorney (See Page II-4 of this Registration Statement).

*  Filed  herewith.

ITEM  9.                    UNDERTAKINGS.

     The  Company  hereby  undertakes:

     (1)         To file, during any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  Registration  Statement:

     (i)         to include any prospectus required by Section 10(a)(3) of the
Securities  Act  of  1933;

     (ii)       to reflect in the prospectus any facts or events arising after
the  effective  date  of  this  Registration  Statement  (or  the  most recent
post-effective  amendment  thereof)  which,  individually or in the aggregate,
represent  a  fundamental  change  in  the  information  set  forth  in  this
Registration  Statement;

     (iii)     to include any material information with respect to the plan of
distribution  not  previously  disclosed in this Registration Statement or any
material  change  to  such  information  in  this  Registration  Statement;

provided,  however,  that  paragraphs  (1)(i)  and (1)(ii) do not apply if the
information  required  to  be  included in a post-effective amendment by those
paragraphs  is  contained in periodic reports filed by the Company pursuant to
Section  13  or  Section  15(d)  of  the  Securities  Exchange Act of 1934, as
amended,  that  are  incorporated by reference in this Registration Statement.

     (2)          That, for the purpose of determining any liability under the
Securities  Act of 1933, each such post-effective amendment shall be deemed to
be  a  new  registration statement relating to the securities offered therein,
and  the  offering  of  such securities at that time shall be deemed to be the
initial  bona  fide  offering  thereof.

     (3)          To  remove  from  registration  by means of a post-effective
amendment  any  of the securities being registered  which remain unsold at the
termination  of  the  offering.

     The  undersigned  Company  hereby  undertakes  that,  for  purposes  of
determining any liability under the Securities Act of 1933, each filing of the
Company's  annual  report  pursuant  to  Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  that is incorporated by reference in this
Registration  Statement  shall  be  deemed  to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at  that  time  shall  be deemed to be the initial bona fide offering thereof.

     Insofar  as  indemnification for liabilities arising under the Securities
Act  of  1933  may  be  permitted  to trust managers, officers and controlling
persons  of  the  Company, the Company has been advised that in the opinion of
the  Securities and Exchange Commission such indemnification is against public
policy  as  expressed  in  the  Securities  Act  of  1933  and  is, therefore,
unenforceable.    In  the  event that a claim for indemnification against such
liabilities  (other  than  the  payment by the Company of expenses incurred or
paid  by  a trust manager, officer or controlling person of the Company in the
successful  defense  of  any  action,  suit or proceeding) is asserted by such
trust manager, officer or controlling person in connection with the securities
being  registered,  the Company will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a court of
appropriate  jurisdiction  the  question whether such indemnification by it is
against  public  policy as expressed in the Securities Act of 1933 and will be
governed  by  the  final  adjudication  of  such  issue.
SIGNATURES

     Pursuant  to  the requirements of the Securities Act of 1933, the Company
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  Houston,  State  of  Texas, on the 13th day of
October,  1997.

                                   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 and Martin Debrovner,
and  each of them, his true and lawful attorneys-in-fact and agents, with full
power  of  substitution  and resubstitution, for him, and on his behalf and in
his  name,  place  and  stead, in any and all capacities, to sign, execute and
file this Registration Statement under the Securities Act of 1933, as amended,
and  any  or  all  amendments  (including,  without limitation, post-effective
amendments),  abbreviated  registration  statements pursuant to Rule 462 under
the  Securities  Act  of  1933,  exhibits  and  supplements  thereto, with any
regulatory  authority,  granting  unto  said attorneys, 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 in order to effectuate the
same  as  fully to all intents and purposes as he himself might or could do if
personally  present,  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.

     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          October 13, 1997
----------------------------                                                    
Joseph W. Robertson, Jr.      and 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
------

*   5.1    Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. regarding
           the  validity  of  the  securities  being  registered.

*  23.1    Consent  of  Deloitte  &  Touche  LLP

*  23.2    Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. (included
           as  part  of  Exhibit  5.1).

*  24.1    Power of Attorney (See Page II-4 of this Registration Statement).

*  Filed  herewith.