EXHIBIT 14.1

              CODE OF ETHICAL CONDUCT FOR SENIOR FINANCIAL OFFICERS

     In my role as the Chief Executive Officer, or as a senior financial officer
or  member  of  the  accounting  and  finance  department  of  Weingarten Realty
Investors,

     I  recognize  that  I  hold  an  important  and  elevated role in corporate
governance.  I  am  uniquely  capable and empowered to ensure that shareholders'
interests are appropriately balanced, protected and preserved. Accordingly, this
Code  provides principles to which financial managers are expected to adhere and
advocate.  The  Code  embodies  rules  regarding  individual  and  peer
responsibilities,  as  well  as  responsibilities to the company, the public and
other  shareholders.

     I certify to you that I adhere to and advocate the following principles and
responsibilities  governing  my  professional  and  ethical  conduct:

     1.     I  act  with honesty  and  integrity,  avoiding  actual or  apparent
conflicts of interest in personal and professional relationships.

     2.     I  provide  information  that  is  accurate,  complete,  objective,
relevant, timely and understandable. The information I provide for disclosure in
reports  and  documents  that Weingarten files with, or submits to, governmental
agencies  and  in  other  public  communications  is  accurate  and  complete.

     3.    I  comply  with rules and regulations  of  federal, state, provincial
and  local  governments,  and  other  appropriate  private and public regulatory
agencies.

     4.     I act in good faith,  responsibly,  with due  care,  competence  and
diligence,  without  misrepresenting  material  facts or allowing my independent
judgment  to  be  subordinated.

     5.     I respect the confidentiality  of information acquired in the course
of  my  work  except when authorized or otherwise legally obligated to disclose.
Confidential  information  acquired  in  the  course  of my work is not used for
personal  advantage.

     6.     I  share  knowledge  and  maintain  skills  important  and  relevant
to  shareholders'  needs.

     7.     I  proactively  promote  and  be  an  example  of  ethical  behavior
as  a  responsible  partner  among  peers  in my work environment and community.

     8.     I  achieve  responsible  use of  and  control  over  all  assets and
resources  employed  or  entrusted  to  me.

     9.     I  comply  with  Weingarten's  Code  of  Conduct  and Ethics for all
employees.

    10.     I promptly report to the Chairman of the Audit Committee any conduct
that  I  believe to be a violation of law or business ethics or of any provision
of  this  Code  or  Weingarten's  Code  of  Conduct  and  Ethics,  including any
transaction  or  relationship  that reasonably could be expected to give rise to
such  a  conflict.

     I  understand  that  violations  of this Code of Ethical Conduct for Senior
Financial Officers, including failures to report potential violations by others,
will  be  viewed  as  a  severe disciplinary matter that may result in personnel
action,  including  termination  of  employment.


   /s/  Andrew  M.  Alexander
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(SIGNATURE)

        Andrew  M.  Alexander
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(PRINTED  NAME)

        03/20/03
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(DATE)