Mail Stop 4561

      							November 9, 2005

Via U.S. Mail and Fax (713) 866-6049
Mr. Stephen C. Richter
Executive Vice President and Chief Financial Officer
Weingarten Realty Investors
2600 Citadel Plaza Drive
P.O. Box 924133
Houston, TX 77292-4133

	RE:	Weingarten Realty Investors
      Form 10-K for the fiscal year ended December 31, 2004
		Filed March 16, 2005
		File No. 1-09876

Dear Mr. Richter:

      We have reviewed the above referenced filing and have the
following comments.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


Note 2.  Newly Adopted Accounting Pronouncements, page 40

1. Although you have determined that you are not required to
consolidate any additional existing entities under FIN 46(R),
please
clarify whether you are involved in any variable interest
entities,
and if so, discuss the results of the primary beneficiary
analysis.
If you are involved in any variable interest entities, tell us how
you have considered the disclosure provisions of FIN 46(R).

Note 14.  Commitments and Contingencies, page 48

2. Please clarify the terms of the agreements that allow the
outside
limited partners in the ventures using the DownREIT structure to
put
their interests to the partnership, including how the purchase
price
would be determined and the comparison of that price to fair
value.
Also explain how you have considered paragraph 26 of SFAS 66 in
determining how to account for the purchase feature and original
sale
transaction if applicable.


*    *    *    *


      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that they
have provided all information required under the Securities
Exchange
Act of 1934 and that they have provided all information investors
require for an informed investment decision.  Since the company
and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filing.

      You may contact William Demarest, Staff Accountant, at (202)
551-3432 or me at (202) 551-3780 with any questions.

							Sincerely,



							Linda van Doorn
							Senior Assistant Chief
Accountant


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Mr. Stephen C. Richter
Weingarten Realty Investors.
November 9, 2005
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