Form 10-Q for 3Q2005

10-Q 1 form10q-3q2005.htm FORM 10-Q FOR 3Q2005 Form 10-Q for 3Q2005

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2005

OR

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [__________________] to [________________]

Commission file number 1-9876

WEINGARTEN REALTY INVESTORS

(Exact name of registrant as specified in its charter)

TEXAS		74-1464203
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
2600 Citadel Plaza Drive
P.O. Box 924133
Houston, Texas		77292-4133
(Address of principal executive offices)		(Zip Code)
(713) 866-6000
(Registrant's telephone number)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES x NO ¨.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x.

As of October 31, 2005, there were 89,308,376 common shares of beneficial interest of Weingarten Realty Investors, $.03 par value, outstanding.

PART I-FINANCIAL INFORMATION

ITEM 1. Consolidated Financial Statements

WEINGARTEN REALTY INVESTORS

STATEMENTS OF CONSOLIDATED INCOME AND COMPREHENSIVE INCOME

(Unaudited)

(Amounts in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004

Revenues:
Rentals	$	137,121		$	125,654		$	400,806		$	357,527
Other		2,963			1,426			7,244			4,734
Total		140,084			127,080			408,050			362,261
Expenses:
Depreciation and amortization		32,285			29,713			93,985			84,160
Operating		20,803			20,473			59,203			55,573
Ad valorem taxes		16,965			14,040			48,619			42,347
General and administrative		4,354			4,085			13,123			12,047
Impairment loss											2,700
Total		74,407			68,311			214,930			196,827

Operating Income		65,677			58,769			193,120			165,434
Interest Expense		(32,795	)		(29,826	)		(95,285	)		(85,699	)
Loss on Redemption of Preferred Shares											(3,566	)
Equity in Earnings of Joint Ventures, net		1,895			1,615			4,788			4,431
Income Allocated to Minority Interests		(1,385	)		(1,001	)		(4,530	)		(2,855	)
Gain on Sale of Properties		132			370			22,111			789
Income from Continuing Operations		33,524			29,927			120,204			78,534
Operating Income from Discontinued Operations		219			1,311			2,364			4,865
Gain on Sale of Properties from Discontinued Operations		27,740						45,682			13,430
Income from Discontinued Operations		27,959			1,311			48,046			18,295
Net Income		61,483			31,238			168,250			96,829
Preferred Share Dividends		(2,525	)		(2,428	)		(7,576	)		(4,959	)
Net Income Available to Common Shareholders	$	58,958		$	28,810		$	160,674		$	91,870
Net Income Per Common Share - Basic:
Income from Continuing Operations	$	.35		$	.31		$	1.26		$	.86
Income from Discontinued Operations		.31			.02			.54			.22
Net Income	$	.66		$	.33		$	1.80		$	1.08
Net Income Per Common Share - Diluted:
Income from Continuing Operations	$	.35		$	.31		$	1.25		$	.86
Income from Discontinued Operations		.30			.02			.52			.21
Net Income	$	.65		$	.33		$	1.77		$	1.07

Net Income	$	61,483		$	31,238		$	168,250		$	96,829
Other Comprehensive Income (Loss):
Unrealized derivative gain on interest rate swaps											939
Amortization of forward-starting interest rate swaps		86			86			255			151
Unrealized derivative loss on forward-starting interest rate swaps											(4,977	)
Other Comprehensive Income (Loss)		86			86			255			(3,887	)
Comprehensive Income	$	61,569		$	31,324		$	168,505		$	92,942

See Notes to Consolidated Financial Statements.

WEINGARTEN REALTY INVESTORS

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Amounts in thousands, except per share amounts)

	September 30,			December 31,
	2005			2004

ASSETS
Property	$	3,955,425		$	3,751,607
Accumulated Depreciation		(664,534	)		(609,772	)
Property - net		3,290,891			3,141,835
Investment in Real Estate Joint Ventures		61,006			48,382
Total		3,351,897			3,190,217
Notes Receivable from Real Estate Joint Ventures and Partnerships		29,235			16,593
Unamortized Debt and Lease Costs		95,527			91,155
Accrued Rent and Accounts Receivable (net of allowance for doubtful accounts of $4,848 in 2005 and $4,205 in 2004)		51,921			57,964
Cash and Cash Equivalents		23,961			45,415
Restricted Deposits and Mortgage Escrows		66,160			10,623
Other		48,699			58,351

Total	$	3,667,400		$	3,470,318

LIABILITIES AND SHAREHOLDERS' EQUITY
Debt	$	2,246,583		$	2,105,948
Accounts Payable and Accrued Expenses		90,492			99,680
Other		102,108			94,800
Total		2,439,183			2,300,428
Minority Interest		85,035			73,930
Commitments and Contingencies
Shareholders' Equity:
Preferred Shares of Beneficial Interest - par value, $.03 per share; shares authorized: 10,000;
6.75% Series D cumulative redeemable preferred shares of beneficial interest; 100 shares issued and outstanding in 2005 and 2004; liquidation preference $75,000		3			3
6.95% Series E cumulative redeemable preferred shares of beneficial interest; 29 shares issued and outstanding in 2005 and 2004; liquidation preference $72,500		1			1
Common Shares of Beneficial Interest - par value, $.03 per share; shares authorized: 150,000; shares issued and outstanding: 89,307 in 2005 and 89,066 in 2004		2,683			2,672
Additional Paid In Capital		1,287,314			1,283,270
Accumulated Dividends in Excess of Net Income		(142,331	)		(185,243	)
Accumulated Other Comprehensive Loss		(4,488	)		(4,743	)
Shareholders' Equity		1,143,182			1,095,960

Total	$	3,667,400		$	3,470,318

See Notes to Consolidated Financial Statements.

WEINGARTEN REALTY INVESTORS

STATEMENTS OF CONSOLIDATED CASH FLOWS

(Unaudited)

(Amounts in thousands)

	Nine Months Ended
	September 30,
	2005			2004

Cash Flows from Operating Activities:
Net income	$	168,250		$	96,829
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		94,930			86,466
Impairment loss					2,700
Loss on redemption of preferred shares					3,566
Equity in earnings of joint ventures, net		(4,859	)		(4,593	)
Income allocated to minority interests		4,530			2,855
Gain on sale of properties		(67,793	)		(14,219	)
Distributions of income from unconsolidated entities		1,700			295
Changes in accrued rent and accounts receivable		5,470			(3,933	)
Changes in other assets		(22,590	)		(26,688	)
Changes in accounts payable and accrued expenses		(29,954	)		(1,838	)
Other, net		597			755
Net cash provided by operating activities		150,281			142,195

Cash Flows from Investing Activities:
Investment in properties		(170,182	)		(341,863	)
Proceeds from sales and disposition of property, net		161,704			27,440
Changes in restricted deposits and mortgage escrows		(52,767	)		(12,777	)
Notes receivable:
Advances		(16,737	)		(18,316	)
Collections		4,119			36,132
Real estate joint ventures and partnerships:
Investments		(4,636	)		(23,168	)
Distributions		5,327			7,824
Net cash used in investing activities		(73,172	)		(324,728	)

Cash Flows from Financing Activities:
Proceeds from issuance of:
Debt		87,777			413,070
Common shares of beneficial interest, net		2,108			222,134
Preferred shares of beneficial interest, net					70,009
Redemption of preferred shares of beneficial interest					(112,940	)
Principal payments of debt		(63,973	)		(289,357	)
Common and preferred dividends paid		(125,338	)		(112,941	)
Other, net		863			777
Net cash (used in) provided by financing activities		(98,563	)		190,752

Net (decrease) increase in cash and cash equivalents		(21,454	)		8,219
Cash and cash equivalents at January 1		45,415			20,255

Cash and cash equivalents at September 30	$	23,961		$	28,474

See Notes to Consolidated Financial Statements.

WEINGARTEN REALTY INVESTORS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Interim Financial Statements

The consolidated financial statements included in this report are unaudited; however, amounts presented in the balance sheet as of December 31, 2004 are derived from our audited financial statements at that date. In our opinion, all adjustments necessary for a fair presentation of such financial statements have been included. Such adjustments consisted of normal recurring items. Interim results are not necessarily indicative of results for a full year.

The consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain certain information included in our annual financial statements and notes. These Consolidated Financial Statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2004, as updated by Form 8-K filed on August 30, 2005 to reflect discontinued operations from dispositions during the period from January 1, 2005 through June 30, 2005.

Basis of Presentation

The consolidated financial statements include the accounts of WRI and its subsidiaries, as well as 100% of the accounts of joint ventures and partnerships over which WRI exercises financial and operating control and the related amounts of minority interests. All significant intercompany balances and transactions have been eliminated. Investments in joint ventures and partnerships where WRI has the ability to exercise significant influence, but does not exercise financial and operating control, are accounted for using the equity method. WRI has determined that it is not required to consolidate any entities under the variable interest guidelines set forth in FASB Interpretation No. 46R, "Consolidation of Variable Interest Entities" or the expanded definition of operating control as defined in EITF Issue No. 04-5 “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights.”

Revenue Recognition

Rental revenue is generally recognized on a straight-line basis over the life of the lease, which begins the earlier of the date the leasehold improvements are substantially complete or the contracted lease commencement date. Revenue from tenant reimbursements of taxes, maintenance expenses and insurance is recognized in the period the related expense is recorded. Revenue based on a percentage of tenants' sales is recognized only after the tenant exceeds their sales breakpoint.

Property

Real estate assets are stated at cost less accumulated depreciation, which, in the opinion of management, is not in excess of the individual property's estimated undiscounted future cash flows, including estimated proceeds from disposition. Depreciation is computed using the straight-line method, generally over estimated useful lives of 18-50 years for buildings and 10-20 years for parking lot surfacing and equipment. Major replacements where the betterment extends the useful life of the asset are capitalized and the replaced asset and corresponding accumulated depreciation are removed from the accounts. All other maintenance and repair items are charged to expense as incurred.

Acquisitions of properties are accounted for utilizing the purchase method (as set forth in SFAS No. 141 and SFAS No. 142) and, accordingly, the results of operations are included in our results of operations from the respective dates of acquisition. We have used estimates of future cash flows and other valuation techniques to allocate the purchase price of acquired property among land, buildings on an "as if vacant" basis, and other identifiable intangibles. Other identifiable intangible assets and liabilities include the effect of out-of-market leases, the value of having leases in place, out-of-market assumed mortgages and tenant relationships.

Property also includes costs incurred in the development of new operating properties. These costs include preacquisition costs directly identifiable with the specific project, development and construction costs, interest and real estate taxes. Indirect development costs, including salaries and benefits, travel and other related costs that are clearly attributable to the development of the property, are also capitalized. The capitalization of such costs ceases at the earlier of one year from the completion of major construction or when the property, or any completed portion, becomes available for occupancy.

Property includes costs for tenant improvements paid by WRI, including reimbursements to tenants for improvements that will remain the property of WRI after the lease expires.

WRI's properties are reviewed for impairment if events or changes in circumstances indicate that the carrying amount of the property may not be recoverable. In such an event, a comparison is made of the current and projected operating cash flows of each such property into the foreseeable future on an undiscounted basis to the carrying amount of such property. Such carrying amount is adjusted, if necessary, to estimated fair value to reflect an impairment in the value of the asset.

Stock-Based Compensation

Stock-based employee compensation is recognized, as set forth in SFAS No. 123 as amended by SFAS No. 148, as new shares are awarded. The following table illustrates the effect on net income available to common shareholders and net income per common share if the fair value-based method had been applied to all outstanding awards in each period (in thousands, except per share amounts):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004

Net income available to common shareholders	$	58,958		$	28,810		$	160,674		$	91,870
Stock-based employee compensation included in net income available to common shareholders		115			54			312			147
Stock-based employee compensation determined under the fair value-based method for all awards		(212	)		(147	)		(637	)		(427	)

Pro forma net income available to common shareholders	$	58,861		$	28,717		$	160,349		$	91,590

Net income per common share:
Basic - as reported	$	.66		$	.33		$	1.80		$	1.08

Basic - pro forma	$	.66		$	.33		$	1.80		$	1.07

Net income per common share:
Diluted - as reported	$	.65		$	.33		$	1.77		$	1.07

Diluted - pro forma	$	.64		$	.33		$	1.76		$	1.07

Per Share Data

Net income per common share - basic is computed using net income available to common shareholders and the weighted average shares outstanding. Net income per common share - diluted includes the effect of potentially dilutive securities for the periods indicated as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2005		2004		2005		2004

Numerator:
Net income available to common shareholders - basic	$	58,958	$	28,810	$	160,674	$	91,870
Income attributable to operating partnership units		1,315		951		3,888		2,643

Net income available to common shareholders - diluted	$	60,273	$	29,761	$	164,562	$	94,513

Denominator:
Weighted average shares outstanding - basic		89,257		86,951		89,186		85,237
Effect of dilutive securities:
Share options and awards		930		920		880		874
Operating partnership units		3,129		2,666		3,060		2,364

Weighted average shares outstanding - diluted		93,316		90,537		93,126		88,475

Options to purchase 371,149 and 372,149 common shares for the third quarter and nine months ended September 30, 2005 were not included in the calculation of net income per common share - diluted as the exercise prices were greater than the average market price. Options to purchase 1,000 and 1,700 common shares for the third quarter and nine months ended September 30, 2004, respectively were not included in the calculation of net income per common share - diluted as the exercise prices were greater than the average market price.

Statement of Cash Flows - Additional Data

All highly liquid investments with original maturities of three months or less are considered cash equivalents. We issued common shares of beneficial interest valued at $1.3 million and $.9 million during the first nine months of 2005 and 2004, respectively, in exchange for interests in limited partnerships, which had been formed to acquire properties. We assumed debt and accounts payable totaling $120.7 million and $131.0 million in connection with purchases and construction of property during the nine months ended September 30, 2005 and 2004, respectively. Also, we issued operating partnership units valued at $6.0 million and $23.4 million during the first nine months of 2005 and 2004, respectively, in association with property acquisitions utilizing the DownREIT structure. Cash payments for interest on debt, net of amounts capitalized, of $115.4 million and $88.5 million were made during the nine months ended September 30, 2005 and 2004, respectively. In connection with the sale of improved properties, a $15.5 million capital lease obligation was satisfied in February 2005. In connection with the sale of an 80% interest in two Louisiana retail properties in April 2005, we assumed debt of $11.1 million and retained a 20% unconsolidated investment of $14.7 million. In satisfaction of obligations under mortgage bonds and notes receivable from WRI Holdings, Inc. of $2.9 million, we acquired 9.7 acres of land in July 2004.

Restricted Deposits and Mortgage Escrows

Restricted deposits and mortgage escrows consist of escrow deposits held by lenders primarily for property taxes, insurance and replacement reserves and restricted cash that is held in a qualified escrow account for the purposes of completing like-kind exchange transactions. At September 30, 2005, we had $16.3 million held in escrow related to our mortgages and $49.9 million held for like-kind exchange transactions. At December 31, 2004, we had $10.6 million held in escrow related to our mortgages.

Reclassifications

Certain reclassifications of prior year amounts have been made to conform to the current year presentation.

Note 2. Newly Adopted Accounting Pronouncements

In December 2004 the FASB issued SFAS No. 123R, “Share-Based Payment,” which establishes accounting standards for all transactions in which an entity exchanges its equity instruments for goods and services. This accounting standard focuses primarily on equity transactions with employees and will be effective in our reporting for the year beginning January 1, 2006. Currently we record compensation expense over the vesting period on awards granted since January 1, 2003. Awards granted prior to January 1, 2003 are not recorded as compensation expense, but their impact on net income is disclosed. Under SFAS No. 123R, we will record compensation expense on those awards granted prior to January 1, 2003 as they vest. We believe that the adoption of SFAS No. 123R will not have a material effect on our financial position, results of operations or cash flows.

In May 2005 the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections - A Replacement of APB Opinion No. 20 and SFAS No. 3.” SFAS No. 154 changes the requirements for the accounting and reporting of a change in accounting principle by requiring retrospective application to prior periods’ financial statements of the change in accounting principle, unless it is impracticable to do so. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We believe that the adoption of SFAS No. 154 will not have a material effect on our financial position, results of operations or cash flows.

In June 2005 the FASB ratified the consensus in EITF Issue No. 04-5, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights.” EITF Issue No. 04-5 expands the definition of when a general partner, or general partners as a group, controls a limited partnership or similar entity. In July 2005 the FASB issued FSP No. SOP 78-9-1, “Interaction of AICPA Statement of Position 78-9 and EITF Issue No. 04-5.” FSP No. SOP 78-9-1 eliminates the concept of “important rights” and replaces it with concepts of “kick-out rights” and “substantive participating rights” as defined in EITF Issue No. 04-5. FSP No. SOP 78-9-1 and EITF Issue No. 04-5 are effective for all general partners of partnerships formed or modified after June 29, 2005, and for all other partnerships the first reporting period beginning after December 15, 2005. We have applied FSP No. SOP 78-9-1 and EITF Issue No. 04-5 to our joint ventures and concluded that these pronouncements did not require consolidation of additional entities.

Note 3. Discontinued Operations

During the first nine months of 2005, eight shopping centers and a vacant retail building located in Texas were sold. In addition, we sold two industrial properties in Las Vegas, Nevada and Austin, Texas, respectively. In 2004 three shopping centers, two industrial properties and a free-standing building located in College Station (1) and Houston (4), Texas and Oklahoma City (1) were sold. The operating results have been reclassified and reported as discontinued operations in the Statement of Consolidated Income and Comprehensive Income as set forth in SFAS No. 144, as well as any gain or loss on the respective dispositions during the first nine months of 2005 and 2004. Included in the Consolidated Balance Sheet at December 31, 2004 is $57.6 million of Property, of which $4.7 million was reported as property held for sale, and $14.9 million of Accumulated Depreciation associated with the 2005 dispositions.

The discontinued operations reported in 2005 and 2004 had no debt that was required to be repaid upon their disposition. In addition, we elected not to allocate other consolidated interest to discontinued operations since the interest savings to be realized from the proceeds of the sale of these operations was not material.

During the second quarter of 2005, we sold an 80% interest in two additional shopping centers located in Shreveport and Lafayette, Louisiana. Due to our continuing involvement with the leasing and managing of operations for both properties, the operating results of these properties have not been reclassified and reported as discontinued operations in the Statement of Consolidated Income and Comprehensive Income.

Subsequent to quarter-end, a retail center located in Houston, Texas has been classified as held for sale. Included in the Consolidated Balance Sheet at September 30, 2005 was $5.0 million of Property and $3.8 million of Accumulated Depreciation.

Note 4. Derivatives and Hedging

We hedge the future cash flows of our debt transactions, as well as changes in the fair value of our debt instruments, principally through interest rate swaps with major financial institutions. At September 30, 2005, we had seven interest rate swap contracts with an aggregate notional amount of $95.0 million that convert fixed interest payments at rates ranging from 4.2% to 7.1% to variable interest payments. These contracts have been designated as fair value hedges. We have determined that they are highly effective in limiting our risk of changes in the fair value of fixed-rate notes attributable to changes in variable interest rates. The derivative instruments designated as fair value hedges on September 30, 2005 were reported at their fair values as Other Assets, net of accrued interest, of $.6 million and as Other Liabilities, net of accrued interest, of $2.0 million.

Changes in the market value of fair value hedges, both in the market value of the derivative instrument and in the market value of the hedged item, are recorded in earnings each reporting period, except for the portion of the hedge that proves ineffective. For the quarter and nine months ending September 30, 2005 and 2004, these changes in fair market value offset with no impact to earnings.

As of September 30, 2005, the balance in Accumulated Other Comprehensive Loss relating to derivatives was $3.3 million. Within the next twelve months, we expect to amortize to interest expense approximately $.3 million of that balance.

During the second quarter of 2005, we had three interest rate swap contracts with an aggregate notional of $37.5 million mature. All of these contracts were designated as fair value hedges.

The interest rate swaps decreased interest expense and increased net income by $.2 million and $1.0 million for the three months ended September 30, 2005 and 2004, respectively, and $1.2 million and $2.7 million for the nine months ended September 30, 2005 and 2004, respectively. The interest rate swaps decreased the average interest rate for our debt by 0.1% and 0.2% for the nine months ended September 30, 2005 and 2004, respectively. WRI could be exposed to credit losses in the event of nonperformance by the counter-party; however, management believes the likelihood of such nonperformance is remote.

Note 5. Debt

Our debt consists of the following (in thousands):

	September 30,		December 31,
	2005		2004

Debt payable to 2030 at 4.5% to 8.9%	$	2,056,419	$	1,987,828
Unsecured notes payable under revolving credit agreements		149,430		61,700
Obligations under capital leases		33,460		48,998
Industrial revenue bonds payable to 2015 at 2.8% to 5.1%		7,274		7,422

Total	$	2,246,583	$	2,105,948

The grouping of WRI’s total debt between fixed and variable-rate as well as between secured and unsecured is summarized below (in thousands):

	September 30,		December 31,
	2005		2004

As to interest rate (including the effects of interest rate swaps):
Fixed-rate debt	$	1,977,982	$	1,887,342
Variable-rate debt		268,601		218,606

Total	$	2,246,583	$	2,105,948

As to collateralization:
Unsecured debt	$	1,412,868	$	1,364,504
Secured debt		833,715		741,444

Total	$	2,246,583	$	2,105,948

At September 30, 2005, we had a $400 million unsecured revolving credit facility that matures in November 2006, but which allows a one-time, one-year extension solely at our option. We also had an agreement for an unsecured and uncommitted overnight credit facility totaling $20 million with a bank to be used for cash management purposes. At September 30, 2005, the balance outstanding under the $400 million revolving credit facility was $130.0 million, and we had $19.4 million outstanding under the $20 million credit facility.

Various debt agreements contain restrictive covenants, the most restrictive of which requires WRI to maintain a pool of qualifying assets, as defined, of not less than 160% of unsecured debt. Other restrictions include minimum interest and fixed charge coverage ratios, minimum unencumbered interest coverage ratios, minimum net worth requirements and both secured and unsecured debt to total asset value measures. Management believes that WRI is in compliance with all restrictive covenants.

Note 6. Property

Our property consists of the following (in thousands):

	September 30,		December 31,
	2005		2004

Land	$	746,920	$	711,092
Land held for development		20,551		20,696
Land under development		14,844		18,712
Buildings and improvements		3,137,639		2,930,845
Construction in-progress		35,471		65,551
Property held for sale				4,711

Total	$	3,955,425	$	3,751,607

Interest and ad valorem taxes capitalized to land under development or buildings under construction was $.7 million and $1.1 million for the quarters ended September 30, 2005 and 2004, respectively, and $2.6 million and $4.3 million for the nine months ended September 30, 2005 and 2004, respectively.

Acquisitions of properties are accounted for utilizing the purchase method (as set forth in SFAS No. 141 and SFAS No. 142) and, accordingly, the results of operations are included in our results of operations from the respective dates of acquisition. We have used estimates of future cash flows and other valuation techniques to allocate the purchase price of acquired property among land, buildings on an "as if vacant" basis, and other identifiable intangibles. Other identifiable intangible assets and liabilities associated with our property acquisitions were as follows (in thousands):

	September 30,			December 31,
	2005			2004

Above-market leases	$	10,022		$	9,230
Below-market leases		(13,692	)		(7,733	)
Out-of-market assumed mortgages		(49,912	)		(32,894	)
Lease origination costs		31,852			25,764

These identifiable debit and credit intangibles are amortized over the terms of the acquired leases or the remaining lives of the mortgages. The above-market leases are included in Other Assets, and the below-market leases and out-of-market assumed mortgages are included in Other Liabilities. Unamortized Debt and Lease Costs include the lease origination costs.

During the first nine months of 2005, we invested $263.2 million in the acquisition of ten shopping centers and three industrial properties that are located in California, Florida, Georgia, Kentucky, Nevada, North Carolina and Texas. An additional $3.2 million was invested in a shopping center in Florida through a 25%-owned unconsolidated joint venture.

WRI has eight retail developments in various stages of development, including one that commenced during the third quarter of 2005. During the first nine months of 2005, we invested $14.5 million in these new development projects. We expect to invest approximately $24.4 million to complete construction of these eight retail developments.

Note 7. Investments in Real Estate Joint Ventures

We own interests in joint ventures or limited partnerships in which we exercise significant influence but do not have financial and operating control. These partnerships are accounted for under the equity method. Our interests in these joint ventures and limited partnerships range from 20% to 75% and, with the exception of one partnership, which owns seven industrial properties, each venture owns a single real estate asset. Combined condensed unaudited financial information of these ventures (at 100%) is summarized as follows (in thousands):

	September 30,			December 31,
	2005			2004

Combined Balance Sheets

Property	$	349,001		$	248,397
Accumulated depreciation		(29,867	)		(25,746	)
Property - net		319,134			222,651

Other assets		33,873			25,723

Total	$	353,007		$	248,374

Debt	$	124,203		$	116,847
Amounts payable to WRI		30,528			17,469
Other liabilities		10,646			8,189
Accumulated equity		187,630			105,869

Total	$	353,007		$	248,374

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2005		2004			2005		2004

Combined Statements of Income

Revenues	$	10,693	$	7,394		$	29,509	$	23,099

Expenses:
Interest		2,767		1,660			7,245		4,811
Depreciation and amortization		2,224		1,454			6,885		4,909
Operating		1,299		1,136			3,688		3,282
Ad valorem taxes		1,318		731			3,643		2,665
General and administrative		115		(5	)		396		102

Total		7,723		4,976			21,857		15,769
Gain (loss) on sale of property		173		(7	)		165		(7	)

Net Income	$	3,143	$	2,411		$	7,817	$	7,323

Our investment in real estate joint ventures, as reported on the balance sheets, differs from our proportionate share of the joint ventures' underlying net assets due to basis differentials, which arose upon the transfer of assets from us to the joint ventures. This basis differential, which totaled $10.4 million and $5.0 million at September 30, 2005 and December 31, 2004, respectively, is depreciated over the useful lives of the related assets.

Fees earned by us for the management of these joint ventures totaled $.2 million and $.1 million for the quarters ended September 30, 2005 and 2004, respectively, and $.6 million and $.4 million for the nine months ended September 30, 2005 and 2004, respectively.

In March 2005 we acquired our joint venture partners' interest in one of our existing shopping centers located in Texas. Also, in March 2005 a 50%-owned unconsolidated joint venture acquired an interest in a retail property located in McAllen, Texas, which will be redeveloped. In April 2005 we sold an 80% interest in two retail properties totaling 295,000 square feet in Lafayette and Shreveport, Louisiana. These properties are held in a tenancy-in-common arrangement in which we retained a 20% interest. In May 2005 we acquired a 25% interest in Lake Washington Crossing, a 118,800 square foot retail center located in Melbourne, Florida. In September 2005 a 50%-owned unconsolidated joint venture commenced development on a 161,000 square foot retail center located in Liberty Lake, Washington.

Note 8. Segment Information

The operating segments presented are the segments for which separate financial information is available and operating performance is evaluated regularly by senior management in deciding how to allocate resources and in assessing performance. We evaluate the performance of our operating segments based on net operating income that is defined as total revenues less operating expenses and ad valorem taxes. Management does not consider the effect of gains or losses from the sale of property in evaluating ongoing operating performance.

The shopping center segment is engaged in the acquisition, development and management of real estate, primarily neighborhood and community shopping centers, located in Texas, California, Louisiana, Arizona, Nevada, Arkansas, New Mexico, Oklahoma, Tennessee, Kansas, Colorado, Missouri, Illinois, Florida, North Carolina, Mississippi, Georgia, Utah, Kentucky, Maine and Washington. The customer base includes supermarkets, discount retailers, drugstores and other retailers who generally sell basic necessity-type commodities. The industrial segment is engaged in the acquisition, development and management of bulk warehouses and office/service centers. Its properties are currently located in California, Florida, Georgia, Tennessee, and Texas, and the customer base is diverse. Included in "Other" are corporate-related items, insignificant operations and costs that are not allocated to the reportable segments.

Information concerning our reportable segments is as follows (in thousands):

	Shopping
	Center		Industrial		Other			Total

Three Months Ended
September 30, 2005:
Revenues	$	125,729	$	12,674	$	1,681		$	140,084
Net operating income		91,669		9,240		1,407			102,316
Equity in earnings of joint ventures		1,844		9		42			1,895
Investment in real estate joint ventures		58,761		492		1,753			61,006
Total assets		3,017,140		306,374		343,886			3,667,400

Three Months Ended
September 30, 2004:
Revenues	$	114,639	$	11,894	$	547		$	127,080
Net operating income		83,692		8,641		234			92,567
Equity in earnings of joint ventures		1,586		16		13			1,615
Investment in real estate joint ventures		45,126		646		914			46,686
Total assets		2,855,081		291,360		243,686			3,390,127

Nine Months Ended
September 30, 2005:
Revenues	$	368,706	$	36,283	$	3,061		$	408,050
Net operating income		271,834		26,076		2,318			300,228
Equity in earnings of joint ventures		4,659		52		77			4,788

Nine Months Ended
September 30, 2004:
Revenues	$	326,429	$	34,286	$	1,546		$	362,261
Net operating income		239,148		24,544		649			264,341
Equity in earnings (loss) of joint ventures		4,471		120		(160	)		4,431

Net operating income reconciles to Income from Continuing Operations as shown on the Statements of Consolidated Income and Comprehensive Income as follows (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004

Total segment net operating income	$	102,316		$	92,567		$	300,228		$	264,341
Less:
Depreciation and amortization		32,285			29,713			93,985			84,160
General and administrative		4,354			4,085			13,123			12,047
Impairment loss											2,700
Interest expense		32,795			29,826			95,285			85,699
Loss on redemption of preferred shares											3,566
Income allocated to minority interests		1,385			1,001			4,530			2,855
Equity in earnings of joint ventures, net		(1,895	)		(1,615	)		(4,788	)		(4,431	)
Gain on sale of properties		(132	)		(370	)		(22,111	)		(789	)

Income from Continuing Operations	$	33,524		$	29,927		$	120,204		$	78,534

Note 9. Employee Benefit Plans

WRI sponsors a noncontributory qualified retirement plan and a separate and independent nonqualified supplemental retirement plan for officers of WRI. The components of net periodic benefit costs for both plans are as follows (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004

Service cost	$	815		$	330		$	1,925		$	1,012
Interest cost		537			237			1,315			1,135
Expected return on plan assets		(343	)		(79	)		(849	)		(953	)
Prior service cost		(37	)		(9	)		(91	)		(117	)
Recognized loss		46			7			113			107

Total	$	1,018		$	486		$	2,413		$	1,184

We contributed $1.7 million to the qualified retirement plan during the second quarter of 2005. We are not required under ERISA to make any additional contributions to this plan during the remainder of 2005. We also made elective contributions to the supplemental retirement plan of $1.4 million during the first quarter of 2005 for the plan year ending December 31, 2004 plus $2.0 million during the third quarter of 2005 for the plan year ending December 31, 2005. We do not anticipate making any additional contributions to the supplemental retirement plan during the remainder of 2005.

Note 10. Bankruptcy Remote Properties

We had 59 properties, having a net book value of approximately $1.1 billion at September 30, 2005 (collectively the "Bankruptcy Remote Properties", and each a "Bankruptcy Remote Property"), which are wholly owned by various "Bankruptcy Remote Entities". Each Bankruptcy Remote Entity is either a direct or an indirect subsidiary of us. The assets of each Bankruptcy Remote Entity, including the respective Bankruptcy Remote Property or Properties owned by each, are owned by that Bankruptcy Remote Entity alone and are not available to satisfy claims that any creditor may have against us, our affiliates, or any other person or entity. No Bankruptcy Remote Entity has agreed to pay or make its assets available to pay our creditors, any of its affiliates, or any other person or entity. Neither we nor any of our affiliates have agreed to pay or make its assets available to pay creditors of any Bankruptcy Remote Entity (other than any agreement by a Bankruptcy Remote Entity to pay its own creditors). No affiliate of any Bankruptcy Remote Entity has agreed to pay or make its assets available to pay creditors of any other Bankruptcy Remote Entity.

The accounts of the Bankruptcy Remote Entities are included in our consolidated financial statements because we exercise financial and operating control over each of these entities.

*****

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto and the comparative summary of selected financial data appearing elsewhere in this report. Historical results and trends which might appear should not be taken as indicative of future operations. Our results of operations and financial condition, as reflected in the accompanying statements and related footnotes, are subject to management's evaluation and interpretation of business conditions, retailer performance, changing capital market conditions and other factors which could affect the ongoing viability of our tenants.

Executive Overview

We focus on increasing Funds from Operations and dividend payments to our common shareholders through hands-on leasing, management and selected redevelopment of the existing portfolio of properties, through disciplined growth from selective acquisitions and new developments, and through the disposition of assets that no longer meet our ownership criteria. We are also committed to maintaining a conservative balance sheet, a well-staggered debt maturity schedule and strong credit agency ratings.

At September 30, 2005, we owned or operated under long-term leases, either directly or through our interest in joint ventures or partnerships, a total of 351 developed, income-producing properties and four properties that are in various stages of development and rental income has yet to commence. Our 355 properties are located in 21 states that span the southern half of the United States from coast to coast and include 294 shopping centers and 61 industrial properties. We have approximately 6,900 leases and 5,200 different tenants. Leases for our properties range from less than a year for smaller spaces to over 25 years for larger tenants. Leases generally include minimum lease payments (which often increase over the lease term), reimbursements of property operating expenses, including ad valorem taxes, and additional rent payments based on a percentage of the tenants' sales. The majority of our anchor tenants are supermarkets, value-oriented apparel/discount stores and other retailers or service providers who generally sell basic necessity-type goods and services. We believe stability of our anchor tenants, combined with convenient locations, attractive and well-maintained properties, high quality retailers and a strong tenant mix, should ensure the long-term success of our merchants and the viability of our portfolio.

In assessing the performance of our properties, management carefully tracks the occupancy of the portfolio. Occupancy for the total portfolio was 94.7% at September 30, 2005 compared to 94.2% at September 30, 2004. Another important indicator of performance is the spread in rental rates on a same-space basis as we complete new leases and renew existing leases. We have completed 973 new leases or renewals for the first nine months of 2005 totaling 5.2 million square feet, increasing rental rates an average of 7.6% on a same-space basis. Net of capital costs, the average increase in rental rates was 5.6%.

With respect to external growth through acquisitions and new developments, management closely monitors movements in returns in relation to our blended weighted average cost of capital, the amount of product in the acquisition and new development pipelines and the geographic areas in which opportunities are present. We purchased 11 shopping centers and 3 industrial properties during the first nine months of 2005 comprising 2.1 million square feet, and representing a total investment of $266.3 million, including investments made through joint ventures or partnerships. Our purchases include five in North Carolina, two each in Florida, Georgia and Texas, and one in California, Kentucky and Nevada.

New development activity consists of eight retail developments in various stages of development, which includes three that commenced during the first nine months of 2005. Anchored by market-dominant supermarkets or national discount department stores, these developments will represent an investment of approximately $55 million and will add 416,000 square feet to the portfolio when completed. These properties are slated to open during the remainder of 2005 or in 2006.

Continuing our strategy of selling assets that no longer meet our ownership criteria, we disposed of 11 properties during the first nine months of 2005. The disposition included eight shopping centers, two industrial properties and a vacant building. In addition, we sold an 80% interest in two shopping centers located in Louisiana. These property sales represented a total of 1.2 million square feet and provided proceeds of $152.8 million, generating a gain of $67.4 million.

We continue to maintain a strong, conservative capital structure, which provides ready access to a variety of attractive capital sources. We carefully balance obtaining low cost financing with minimizing exposure to interest rate movements, matching long-term liabilities with the long-term assets acquired or developed.

With respect to future trends, management expects continued improvement in the performance of the existing portfolio through further increases in occupancy and increases in rental rates as the economy moves forward. Any deterioration in the economy could alter these expectations. Regarding external growth, we have already closed three acquisitions totaling $28 million in the fourth quarter of 2005 and have over $100 million of properties in the pipeline. These potential acquisitions are still subject to a stringent due diligence process and, therefore, there is no assurance that any or all will be purchased or developed. Changes in interest rates and the capitalization rates inherent in the pricing of acquisitions could affect our external growth prospects for the remainder of 2005 and 2006.

Summary of Critical Accounting Policies

Our discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our assumptions and estimates on an on-going basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Basis of Presentation

Our consolidated financial statements include the accounts of our subsidiaries, as well as 100% of the accounts of joint ventures and partnerships over which we exercise financial and operating control and the related amounts of minority interests. All significant intercompany balances and transactions have been eliminated. Investments in joint ventures and partnerships where we have the ability to exercise significant influence, but do not exercise financial and operating control, are accounted for using the equity method. We have determined that we are not required to consolidate any entities under the variable interest guidelines set forth in FASB Interpretation No. 46R, "Consolidation of Variable Interest Entities" or the expanded definition of operating control as defined in EITF Issue No. 04-5 “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights.”

Revenue Recognition

Valuation of Receivables

An allowance for the uncollectible portion of accrued rents and accounts receivable is determined based upon an analysis of balances outstanding, historical bad debt levels, tenant credit worthiness and current economic trends. Balances outstanding include base rents, tenant reimbursements and receivables attributable to the straight-lining of rental commitments. Additionally, estimates of the expected recovery of pre-petition and post-petition claims with respect to tenants in bankruptcy is considered in assessing the collectibility of the related receivables.

Property

Acquisitions of properties are accounted for utilizing the purchase method (as set forth in SFAS No. 141 and SFAS No. 142) and, accordingly, the results of operations of an acquired property are included in our results of operations from the respective dates of acquisition. We have used estimates of future cash flows and other valuation techniques to allocate the purchase price of acquired property among land, buildings on an "as if vacant" basis, and other identifiable intangibles. Other identifiable intangible assets and liabilities include the effect of out-of-market leases, the value of having leases in place, out-of-market assumed mortgages and tenant relationships.

Property includes costs for tenant improvements paid by us, including reimbursements to tenants for improvements that will remain our property after the lease expires.

Our properties are reviewed for impairment if events or changes in circumstances indicate that the carrying amount of the property may not be recoverable. In such an event, a comparison is made of the current and projected operating cash flows of each such property into the foreseeable future on an undiscounted basis to the carrying amount of such property. Such carrying amount is adjusted, if necessary, to estimated fair value to reflect an impairment in the value of the asset.

Results of Operations

Comparison of the Three Months Ended September 30, 2005 to the Three Months Ended September 30, 2004

Revenues

Total revenues increased by $13.0 million or 10.2% in 2005 ($140.1 million in 2005 versus $127.1 million in 2004). This increase resulted primarily from the increase in rental revenues of $11.4 million and an increase in other income of $1.6 million. Property acquisitions and new development activity contributed $8.7 million of the rental income increase with $4.2 million resulting from our existing properties, based on the occupancy and average rental rate factors described below. Offsetting these rental income increases was a decrease of $1.5 million, which resulted from the sale of an 80% interest in two retail centers in Louisiana.

Occupancy (leased space) of the portfolio as compared to the prior year was as follows:

	September 30,
	2005	2004

Shopping Centers	94.9%	95.0%
Industrial	93.8%	91.5%
Total	94.7%	94.2%

In the third quarter of 2005, we completed 341 renewals and new leases comprising 1.7 million square feet at an average rental rate increase of 6.9%. Net of capital costs, the average increase in rental rates was 5.9%.

Other income increased by $1.6 million or 114.3% in 2005 ($3.0 million in 2005 versus $1.4 million in 2004). This increase was due primarily to an increase in lease cancellation payments from various tenants and interest earned from a qualified escrow account for the purpose of completing like-kind exchange transactions.

Expenses

Total expenses increased by $6.1 million or 8.9% in 2005 ($74.4 million in 2005 versus $68.3 million in 2004).

The increases in 2005 for depreciation and amortization expense ($2.6 million), operating expenses ($.3 million) and ad valorem taxes ($2.9 million) were primarily a result of the properties acquired and developed during the year. Overall, direct operating costs and expenses (operating and ad valorem tax expense) of operating our properties as a percentage of rental revenues were 28% in 2005 and 27% in 2004.

General and administrative expenses increased by $.3 million or 7.3% in 2005 ($4.4 million in 2005 versus $4.1 million in 2004). This increase resulted primarily from normal compensation increases as well as increases in staffing necessitated by the growth in the portfolio. General and administrative expense as a percentage of rental revenues was 3% in both 2005 and 2004.

Other

Interest expense increased by $3.0 million or 10.1% in 2005 ($32.8 million in 2005 versus $29.8 million in 2004). The components of interest expense were as follows (in thousands):

	Three Months Ended
	September 30,
	2005			2004

Gross interest expense	$	35,215		$	32,249
Over-market mortgage adjustment of acquired properties		(1,749	)		(1,327	)
Capitalized interest		(671	)		(1,096	)

Total	$	32,795		$	29,826

Gross interest expense increased $3.0 million ($35.2 million in 2005 versus $32.2 million in 2004) due to an increase in the average debt outstanding from $2.1 billion in 2004 to $2.2 billion in 2005 and an increase in the weighted average interest rate between the two periods from 6.2% in 2004 to 6.4% in 2005. The increase in the over-market mortgage adjustment of $.4 million resulted from our property acquisitions. Capitalized interest decreased $.4 million due to completion of new development projects in 2004.

Equity in earnings of joint ventures increased by $.3 million or 18.8% in 2005 ($1.9 million in 2005 versus $1.6 million in 2004). This increase is due primarily to the acquisition of five retail properties during 2005.

Income allocated to minority interests increased by $.4 million or 40.0% in 2005 ($1.4 million in 2005 versus $1.0 million in 2004). This increase resulted primarily from the acquisition of five retail properties during 2004 and three retail properties in June 2005 through limited partnerships utilizing the DownREIT structure. These limited partnerships are consolidated in our consolidated financial statements because we exercise financial and operating control.

Income from discontinued operations increased by $26.7 million ($28.0 million in 2005 versus $1.3 million in 2004). This increase resulted primarily from the sale of two shopping centers totaling 390,000 square feet in the third quarter of 2005.

Results of Operations

Comparison of the Nine Months Ended September 30, 2005 to the Nine Months Ended September 30, 2004

Revenues

Total revenues increased by $45.8 million or 12.6% in 2005 ($408.1 million in 2005 versus $362.3 million in 2004). This increase resulted primarily from the increase in rental revenues of $43.3 million and an increase in other income of $2.5 million. Property acquisitions and new development activity contributed $32.9 million of the rental income increase with $13.0 million resulting from our existing properties, based on the occupancy and average rental rate factors described below. Offsetting these rental income increases was a decrease of $2.6 million, which resulted from the sale of an 80% interest in two retail centers in Louisiana.

Occupancy (leased space) of the portfolio as compared to the prior year was as follows:

	September 30,
	2005	2004

Shopping Centers	94.9%	95.0%
Industrial	93.8%	91.5%
Total	94.7%	94.2%

In the first nine months of 2005, we completed 973 renewals and new leases comprising 5.2 million square feet at an average rental rate increase of 7.6%. Net of capital costs, the average increase in rental rates was 5.6%.

Other income increased by $2.5 million or 53.2% in 2005 ($7.2 million in 2005 versus $4.7 million in 2004). This increase was due primarily to an increase in lease cancellation payments from various tenants and interest earned from a qualified escrow account for the purpose of completing like-kind exchange transactions.

Expenses

Total expenses increased by $18.1 million or 9.2% in 2005 ($214.9 million in 2005 versus $196.8 million in 2004).

The increases in 2005 for depreciation and amortization expense ($9.8 million), operating expenses ($3.6 million) and ad valorem taxes ($6.3 million) were primarily a result of the properties acquired and developed during the year. Overall, direct operating costs and expenses (operating and ad valorem tax expense) of operating our properties as a percentage of rental revenues were 27% in 2005 and 2004.

General and administrative expenses increased by $1.1 million or 9.2% in 2005 ($13.1 million in 2005 versus $12.0 million in 2004). This increase resulted primarily from normal compensation increases as well as increases in staffing necessitated by the growth in the portfolio. General and administrative expense as a percentage of rental revenues was 3% in both 2005 and 2004.

Impairment loss of $2.7 million in 2004 represents a charge related to a parcel of land held for development in Houston, Texas which was sold in December 2004. The estimated holding period and estimated cash flows to be generated from this asset were revised resulting in the impairment loss.

Other

Interest expense increased by $9.6 million or 11.2% in 2005 ($95.3 million in 2005 versus $85.7 million in 2004). The components of interest expense were as follows (in thousands):

	Nine Months Ended
	September 30,
	2005			2004

Gross interest expense	$	102,725		$	91,147
Interest on preferred shares subject to mandatory redemption					2,007
Over-market mortgage adjustment of acquired properties		(5,112	)		(3,653	)
Capitalized interest		(2,328	)		(3,802	)

Total	$	95,285		$	85,699

Gross interest expense increased $11.6 million ($102.7 million in 2005 versus $91.1 million in 2004) due to an increase in the average debt outstanding from $2.0 billion in 2004 to $2.2 billion in 2005 and by an increase in the weighted average interest rate between the two periods from 6.0% in 2004 to 6.3% in 2005. Interest on preferred shares subject to mandatory redemption decreased due to the redemption of the Series C Cumulative Redeemable Preferred Shares in April 2004. The increase in the over-market mortgage adjustment of $1.5 million resulted from our property acquisitions. Capitalized interest decreased $1.5 million due to completion of new development projects in 2004.

Loss on redemption of preferred shares of $3.6 million in 2004 represents the unamortized original issuance costs related to the Series C Cumulative Preferred Shares redeemed in April 2004.

Equity in earnings of joint ventures increased by $.4 million or 9.1% in 2005 ($4.8 million in 2005 versus $4.4 million in 2004). This increase is due primarily to the acquisition of five retail properties in 2005. Also, contributing to the increase is a $.2 million write-off of predevelopment costs in 2004, which did not recur in 2005.

Income allocated to minority interests increased by $1.6 million or 55.2% in 2005 ($4.5 million in 2005 versus $2.9 million in 2004). This increase resulted primarily from the acquisition of five retail properties during 2004 and three retail properties in June 2005 through limited partnerships utilizing the DownREIT structure. These limited partnerships are consolidated in our consolidated financial statements because we exercise financial and operating control. Also contributing to the increase is an increase in net income at two consolidated joint ventures. This increase resulted primarily from a $.2 million decrease in interest expense from a loan payoff and the gain of $.1 million from the sale of a tract of undeveloped land.

Gain on sale of properties increased by $21.3 million in 2005 ($22.1 million in 2005 versus $.8 million in 2004). The increase was due primarily to the sale of an 80% interest in two shopping centers in Lafayette and Shreveport, Louisiana totaling 295,000 square feet. Due to our continuing involvement with the leasing and managing of operations for both properties, the operating results of these properties have not been reclassified and reported as discontinued operations. The gain on the sale of our 80% interest in these two properties totaled $21.7 million.

Income from discontinued operations increased $29.7 million in 2005 ($48.0 million in 2005 versus $18.3 million in 2004). This increase is due primarily to the disposition of 11 properties totaling 893,000 square feet in the first nine months of 2005 that provided sales proceeds of $95.9 million and generated gains of $45.7 million. Included in this caption for 2004 are the operating results of properties disposed in 2005 and 2004 as well as the gain from the disposition of two retail properties during the first nine months of 2004.

Capital Resources and Liquidity

Our primary liquidity needs are payment of our common and preferred dividends, maintaining and operating our existing properties, payment of our debt service costs, and funding planned growth primarily through acquisitions and new development. We anticipate that cash flows from operating activities will continue to provide adequate capital for all common and preferred dividend payments and debt service costs, as well as the capital necessary to maintain and operate our existing properties. Our primary source of capital for funding acquisitions and new development is our $400 million revolving credit facility coupled with cash generated from dispositions of properties that no longer meet our investment criteria and cash flow generated by our operating properties. Amounts outstanding under the revolving credit agreement are retired as needed with proceeds from the issuance of long-term unsecured debt, common and preferred equity, cash generated from dispositions of properties, and cash flow generated by our operating properties. As of September 30, 2005, the balance outstanding on our $400 million revolving credit facility was $130.0 million, and $19.4 million was outstanding under the $20 million credit facility used for cash management purposes.

Our capital structure also includes nonrecourse secured debt that we assume in conjunction with some of our acquisitions. We also have nonrecourse debt secured by newly developed properties held in several of our joint ventures. We hedge the future cash flows of certain debt transactions, as well as changes in the fair value of our debt instruments, principally through interest rate swaps with major financial institutions. We generally have the right to sell or otherwise dispose of our assets except in certain cases where we are required to obtain a third party consent, such as assets held in entities in which we have less than 100% ownership.

Investing Activities - Acquisitions

In the first nine months of 2005, we invested $263.2 million in the acquisition of ten shopping centers and three industrial properties. An additional $3.2 million was invested in a shopping center through a 25%-owned unconsolidated joint venture. The cash requirements for these acquisitions were initially financed either under our revolving credit facilities or using available cash generated from disposition of properties.

In January 2005 we acquired Flamingo Pines Shopping Center, a 257,000 square foot shopping center, which is located in Pembroke Pines, Florida, a suburb of Fort Lauderdale. Publix and the U.S. Post Office anchor this retail center.

In February 2005 Kennesaw 75 Business Park was acquired. This 178,000 square foot business park is located in Kennesaw, Georgia, a suburb of Atlanta.

In March 2005 we acquired Ravenstone Commons Shopping Center, a 60,000 square foot shopping center, which is located in Durham, North Carolina, a suburb of Raleigh. Food Lion and Blockbuster anchor this retail center.

In April 2005 we acquired three additional retail centers adding 765,000 square feet to the portfolio. Pinecrest Plaza Shopping Center is located in Pinehurst, North Carolina and is anchored by Food Lion, Belk’s, Michael’s and Pier One. Thompson Bridge Commons is located in Gainesville, Georgia and is anchored by Kroger. Best in the West Shopping Center is located in Las Vegas, Nevada and is anchored by Best Buy, Office Depot and PetsMart.

In May 2005 a 25%-owned unconsolidated joint venture acquired an interest in Lake Washington Crossing Shopping Center, a 118,000 square foot shopping center, which is located in Melbourne, Florida. Publix and Beall’s department store anchor this retail center.

In June 2005 we acquired Marshall’s Plaza Shopping Center, a 78,800 square foot shopping center located in Modesto, California and anchored by Marshall’s. We also acquired a package of three properties in North Carolina. Bull City Market, a 42,500 square foot shopping center in Durham, is anchored by Whole Foods Market. Steele Creek Crossing, located in Charlotte, occupies 77,300 square feet and is anchored by BI-LO and Eckerd. Johnston Road Plaza, also located in Charlotte, contains 79,500 square feet and is anchored by Food Lion. These North Carolina acquisitions were acquired in a limited partnership utilizing a DownREIT structure and are included in our consolidated financial statements because we exercise financial and operating control.

In July 2005 we acquired Freeport Business Center. This 251,000 square foot business park is located in Stafford, Texas. In addition, we purchased Millpond Center, a 117,000 square foot retail shopping center located in Lexington, Kentucky and anchored by Kroger.

In September 2005 we acquired Central Plano Business Park. The business park contains 138,000 square feet and is located in Plano, Texas.

Investing Activities-Dispositions

In the first nine months of 2005, eight shopping centers and a vacant retail building located in Texas were sold. In addition, we sold two industrial properties in Las Vegas, Nevada and Austin, Texas. We also sold an 80% interest in two additional shopping centers located in Shreveport, and Lafayette, Louisiana. These 13 properties, totaling 1.2 million square feet, provided sales proceeds of $152.8 million and generated gains of $67.4 million.

Investing Activities - New Development and Capital Expenditures

With respect to new development, we have eight retail projects in various stages of development. These projects, upon completion, will represent an investment of $55.0 million and add 416,000 square feet to the portfolio. We expect to invest $8.3 million in these projects over the remainder of 2005, and they are slated to open during the remainder of 2005 or in 2006. All new development in the first nine months of 2005 was initially financed under our revolving credit facilities.

Financing Activities - Debt

Total debt outstanding increased to $2.2 billion at September 30, 2005 from $2.1 billion at December 31, 2004, due primarily to funding of acquisitions and new development. Total debt at September 30, 2005 includes $2.0 billion of which interest rates are fixed and $268.6 million which bears interest at variable rates, including the effect of $95.0 million of interest rate swaps. Additionally, debt totaling $833.7 million was secured by operating properties while the remaining $1.4 billion was unsecured.

We have a $400 million unsecured revolving credit facility with a syndicate of banks. This facility bears interest at LIBOR plus a grid-based margin tied to our credit agency ratings, which is currently 50 basis points on amounts outstanding. We pay an additional facility fee of 15 basis points on the entire facility amount. Under this facility, we are allowed to request bids for borrowings up to $200 million from the syndicate banks. As of September 30, 2005, we had $130 million outstanding under the competitive bid provision at an average margin of 16 basis points over LIBOR. This facility matures in November 2006, but allows a one-time, one-year extension at our option. We are in full compliance with the covenants of this facility, which include financial covenants relating to leverage and capitalization value. We also maintain a $20 million unsecured and uncommitted overnight facility that it used for cash management purposes.

At September 30, 2005, we had seven interest rate swap contracts with an aggregate notional amount of $95.0 million that convert fixed rate interest payments at rates ranging from 4.2% to 7.1% to variable interest payments. We could be exposed to credit losses in the event of nonperformance by the counter-party; however, management believes the likelihood of such nonperformance to be remote.

During the second quarter of 2005, we had three interest rate swap contracts with an aggregate notional of $37.5 million mature. All of these contracts were designated as fair value hedges.

In conjunction with acquisitions completed during the nine months ended September 30, 2005, we assumed $123.2 million of nonrecourse debt secured by the related properties, which had a weighted average interest rate of 7.5% and a weighted average remaining life of 11.3 years.

Financing Activities - Equity

Common and preferred dividends increased to $125.3 million in the first nine months of 2005, compared to $112.9 million for the first nine months of 2004. The dividend rate for the common shares for each quarter of 2005 was $.44 compared to $.415 for the same periods in 2004. Our dividend payout ratio on common equity for the first nine months of 2005 and 2004 approximated 64.3% and 67.6%, respectively, based on funds from operations for the applicable period. We do not have a common share buyback program.

In September 2004 the SEC declared effective two shelf registration statements totaling $1.55 billion, all of which was available as of October 31, 2005. In addition, we have $160.4 million available as of October 31, 2005 under our $1 billion shelf registration statement, which became effective in April 2003. We will continue to closely monitor both the debt and equity markets and carefully consider our available financing alternatives, including both public and private placements.

Contractual Obligations

The following table summarizes our principal contractual obligations as of September 30, 2005 (in thousands):

	2005		2006		2007		2008		2009		Thereafter		Total

Unsecured Debt: (1)
Medium Term Notes	$	15,000	$	37,000	$	79,000	$	36,000	$	32,000	$	868,220	$	1,067,220
7% 2011 Bonds												200,000		200,000
Revolving Credit Facilities		19,430		130,000										149,430

Secured Debt		7,139		25,849		24,498		200,010		71,165		505,054		833,715

Ground Lease Payments		384		1,477		1,219		1,101		1,046		27,174		32,401

Obligations to Acquire Projects		28,212		10,400										38,612

Obligations to Develop Projects		8,254		16,333										24,587

Total Contractual Obligations	$	78,419	$	221,059	$	104,717	$	237,111	$	104,211	$	1,600,448	$	2,345,965

_________________________

(1)	Total unsecured debt obligations as shown above are $3.8 million more than total unsecured debt as reported due to the unamortized discount on medium term notes and the fair value of interest rate swaps.

As of September 30, 2005 and 2004, we do not have any off-balance sheet arrangements that would materially affect our liquidity or availability of, or requirement for, our capital resources.

Funds from Operations

The National Association of Real Estate Investment Trusts defines funds from operations as net income (loss) available to common shareholders computed in accordance with generally accepted accounting principles, excluding gains or losses from sales of property, plus real estate related depreciation and amortization, and after adjustments for our share of unconsolidated partnerships and joint ventures. In addition, NAREIT recommends that extraordinary items not be considered in arriving at FFO. We calculate FFO in a manner consistent with the NAREIT definition. We believe FFO is an appropriate supplemental measure of operating performance because it helps investors compare our operating performance relative to other REITs. Management also uses FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income by itself as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, management believes that the presentation of operating results for real estate companies that uses historical cost accounting is insufficient by itself. There can be no assurance that FFO presented by us is comparable to similarly titled measures of other REITs. FFO should not be considered as an alternative to net income or other measurements under GAAP as an indicator of our operating performance or to cash flows from operating, investing or financing activities as a measure of liquidity. FFO does not reflect working capital changes, cash expenditures for capital improvements or principal payments on indebtedness.

Funds from operations is calculated as follows (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004

Net income available to common shareholders	$	58,958		$	28,810		$	160,674		$	91,870
Depreciation and amortization		29,946			28,092			87,705			79,873
Depreciation and amortization of unconsolidated joint ventures		735			715			2,578			2,073
Gain on sale of properties		(27,880	)		(370	)		(67,593	)		(14,195	)
(Gain) loss on sale of properties of unconsolidated joint ventures		(86	)		2			(83	)		2
Funds from operations		61,673			57,249			183,281			159,623
Funds from operations attributable to operating partnership units		2,176			1,625			6,410			4,463

Funds from operations assuming conversion of OP units	$	63,849		$	58,874		$	189,691		$	164,086

Weighted average shares outstanding - basic		89,257			86,951			89,186			85,237
Effect of dilutive securities:
Share options and awards		930			920			880			874
Operating partnership units		3,129			2,666			3,060			2,364

Weighted average shares outstanding - diluted		93,316			90,537			93,126			88,475

Newly Adopted Accounting Pronouncements

ITEM 3. Quantitative and Qualitative Disclosure About Market Risk

We use fixed and floating-rate debt to finance our capital requirements. These transactions expose us to market risk related to changes in interest rates. Derivative financial instruments are used to manage a portion of this risk, primarily interest rate swap agreements with major financial institutions. These swap agreements expose us to credit risk in the event of non-performance by the counter-parties to the swaps. We do not engage in the trading of derivative financial instruments in the normal course of business. At September 30, 2005, we had fixed-rate debt of $2.0 billion and variable-rate debt of $268.6 million, after adjusting for the net effect of $95.0 million notional amount of interest rate swaps.

ITEM 4. Disclosure Controls and Procedures

Under the supervision and with the participation of our principal executive officer and principal financial officer, management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of September 30, 2005. Based on that evaluation, our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were effective as of September 30, 2005.

There has been no change to our internal control over financial reporting during the quarter ended September 30, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II-OTHER INFORMATION

Item 6.		Exhibits

	(a)	Exhibits
		3.1	Restated Declaration of Trust (filed as Exhibit 3.1 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference).
		3.2	Amendment of the Restated Declaration of Trust (filed as Exhibit 3.2 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference).
		3.3	Second Amendment of the Restated Declaration of Trust (filed as Exhibit 3.3 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference).
		3.4	Third Amendment of the Restated Declaration of Trust (filed as Exhibit 3.4 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference).
		3.5	Fourth Amendment of the Restated Declaration of Trust dated April 28, 1999 (filed as Exhibit 3.5 to WRI's Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
		3.6	Fifth Amendment of the Restated Declaration of Trust dated April 20, 2001 (filed as Exhibit 3.6 to WRI's Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
		3.7	Amended and Restated Bylaws of WRI (filed as Exhibit 99.2 to WRI's Registration Statement on Form 8-A dated February 23, 1998 and incorporated herein by reference).
		4.1	Subordinated Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association) (filed as Exhibit 4(a) to WRI's Registration Statement on Form S-3 (No. 33-57659) and incorporated herein by reference).
		4.2	Subordinated Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association) (filed as Exhibit 4(b) to WRI's Registration Statement on Form S-3 (No. 33-57659) and incorporated herein by reference).
		4.3	Form of Fixed Rate Senior Medium Term Note (filed as Exhibit 4.19 to WRI's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
		4.4	Form of Floating Rate Senior Medium Term Note (filed as Exhibit 4.20 to WRI's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
		4.5	Form of Fixed Rate Subordinated Medium Term Note (filed as Exhibit 4.21 to WRI's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
		4.6	Form of Floating Rate Subordinated Medium Term Note (filed as Exhibit 4.22 to WRI's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
		4.7	Statement of Designation of 6.75% Series D Cumulative Redeemable Preferred Shares (filed as Exhibit 3.1 to WRI's Registration Statement on Form 8-A dated April 17, 2003 and incorporated herein by reference).
		4.8	Statement of Designation of 6.95% Series E Cumulative Redeemable Preferred Shares (filed as Exhibit 3.1 to WRI's Registration Statement on Form 8-A dated July 8, 2004 and incorporated herein by reference).
		4.9	6.75% Series D Cumulative Redeemable Preferred Share Certificate (filed as Exhibit 4.2 to WRI's Registration Statement on Form 8-A dated April 17, 2003 and incorporated herein by reference).
		4.10	6.95% Series E Cumulative Redeemable Preferred Share Certificate (filed as Exhibit 4.2 to WRI's Registration Statement on Form 8-A dated July 8, 2004 and incorporated herein by reference).

		4.11	Form of Receipt for Depositary Shares, each representing 1/30 of a share of 6.75% Series D Cumulative Redeemable Preferred Shares, par value $.03 per share (filed as Exhibit 4.3 to WRI's Registration Statement on Form 8-A dated April 17, 2003 and incorporated herein by reference).
		4.12	Form of Receipt for Depositary Shares, each representing 1/100 of a share of 6.95% Series E Cumulative Redeemable Preferred Shares, par value $.03 per share (filed as Exhibit 4.3 to WRI's Registration Statement on Form 8-A dated July 8, 2004 and incorporated herein by reference).
		4.13	Form of 7% Notes due 2011 (filed as Exhibit 4.17 to WRI's Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
		10.1†	1988 Share Option Plan of WRI, as amended (filed as Exhibit 10.1 to WRI's Annual Report on Form 10-K for the year ended December 31, 1990 and incorporated herein by reference).
		10.2†	Weingarten Realty Investors Supplemental Retirement Account Plan, as amended and restated (filed as Exhibit 10.26 to WRI's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference).
		10.3†	The Savings and Investment Plan for Employees of WRI, as amended (filed as Exhibit 4.1 to WRI's Registration Statement on Form S-8 (No. 33-25581) and incorporated herein by reference).
		10.4†	The Fifth Amendment to Savings and Investment Plan for Employees of WRI (filed as Exhibit 4.1.1 to WRI's Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 33-25581) and incorporated herein by reference).
		10.5†	The 1993 Incentive Share Plan of WRI (filed as Exhibit 4.1 to WRI's Registration Statement on Form S-8 (No. 33-52473) and incorporated herein by reference).
		10.6†	1999 WRI Employee Share Purchase Plan (filed as Exhibit 10.6 to WRI's Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference).
		10.7†	2001 Long Term Incentive Plan (filed as Exhibit 10.7 to WRI's Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
		10.8	Master Promissory Note in the amount of $20,000,000 between WRI, as payee, and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association), as maker, effective December 30, 1998 (filed as Exhibit 4.15 to WRI's Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference).
		10.9	Amended and Restated Credit Agreement dated November 14, 2003 among WRI, the Lenders Party Hereto and JPMorgan Chase Bank as Administrative Agent (filed as Exhibit 10.10 to WRI's Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
		10.10†	Weingarten Realty Investors Supplemental Executive Retirement Plan amended and restated effective September 1, 2002 (filed as Exhibit 10.10 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
		10.11†	First Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan amended on November 3, 2003 (filed as Exhibit 10.11 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
		10.12†	Second Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan amended October 22, 2004 (filed as Exhibit 10.12 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
		10.13†	Third Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan amended October 22, 2004 (filed as Exhibit 10.13 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
		10.14†	Weingarten Realty Investors Retirement Benefit Restoration Plan adopted effective September 1, 2002 (filed as Exhibit 10.14 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
		10.15†	First Amendment to the Weingarten Realty Investors Retirement Benefit Restoration Plan amended on November 3, 2003 (filed as Exhibit 10.15 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).

		10.16†	Second Amendment to the Weingarten Realty Investors Retirement Benefit Restoration Plan amended October 22, 2004 (filed as Exhibit 10.16 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
		10.17†	Weingarten Realty Investors Deferred Compensation Plan amended and restated as a separate and independent plan effective September 1, 2002 (filed as Exhibit 10.17 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
		10.18†	Supplement to the Weingarten Realty Investors Deferred Compensation Plan amended on April 25, 2003 (filed as Exhibit 10.18 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
		10.19†	First Amendment to the Weingarten Realty Investors Deferred Compensation Plan amended on November 3, 2003 (filed as Exhibit 10.19 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
		10.20†	Second Amendment to the Weingarten Realty Investors Deferred Compensation Plan amended and restated effective January 1, 2004 (filed as Exhibit 10.20 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
		10.21†	Trust Under the Weingarten Realty Investors Deferred Compensation Plan amended and restated effective October 21, 2003 (filed as Exhibit 10.21 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
		10.22†	Trust Under the Weingarten Realty Investors Retirement Benefit Restoration Plan amended and restated effective October 21, 2003 (filed as Exhibit 10.22 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
		10.23†	Trust Under the Weingarten Realty Investors Supplemental Executive Retirement Plan amended and restated effective October 21, 2003 (filed as Exhibit 10.23 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
		10.24†	First Amendment to the Trust Under the Weingarten Realty Investors Deferred Compensation Plan, Supplemental Executive Retirement Plan, and Retirement Benefit Restoration Plan amended on March 16, 2004 (filed as Exhibit 10.24 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated herein by reference).
		10.25†*	First Amendment to the Savings and Investment Plan for Employees of Weingarten Realty Investors, dated August 1, 2005.
		10.26†*	Mandatory Distribution Amendment for the Savings and Investment Plan for Employees of Weingarten Realty Investors, dated August 1, 2005.
		10.27†*	First Amendment to the Weingarten Realty Pension Plan, dated August 1, 2005.
		10.28†*	Mandatory Distribution Amendment for the Weingarten Realty Retirement Plan, dated August 1, 2005.
		10.29†*	Second Amendment to the Weingarten Realty Investors Deferred Compensation Plan, as amended, dated October 13, 2005.
		10.30†*	Third Amendment to the Weingarten Realty Investors Deferred Compensation Plan, dated August 1, 2005.
		12.1 *	A statement of computation of ratios of earnings and funds from operations to combined fixed charges and preferred dividends.
		31.1 *	Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
		31.2 *	Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
		32.1 **	Certification pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
		32.2 **	Certification pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).

_______________

*	Filed with this report.

**	Furnished with this report.

†	Management contract or compensation plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WEINGARTEN REALTY INVESTORS
	(Registrant)


	By:	/s/ Andrew M. Alexander
		Andrew M. Alexander
		Chief Executive Officer


	By:	/s/ Joe D. Shafer
		Joe D. Shafer
		Vice President/Chief Accounting Officer
		(Principal Accounting Officer)

DATE: November 9, 2005

EXHIBIT INDEX

Exhibit Number

3.1	Restated Declaration of Trust (filed as Exhibit 3.1 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference).
3.2	Amendment of the Restated Declaration of Trust (filed as Exhibit 3.2 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference).
3.3	Second Amendment of the Restated Declaration of Trust (filed as Exhibit 3.3 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference).
3.4	Third Amendment of the Restated Declaration of Trust (filed as Exhibit 3.4 to WRI's Registration Statement on Form 8-A dated January 19, 1999 and incorporated herein by reference).
3.5	Fourth Amendment of the Restated Declaration of Trust dated April 28, 1999 (filed as Exhibit 3.5 to WRI's Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
3.6	Fifth Amendment of the Restated Declaration of Trust dated April 20, 2001 (filed as Exhibit 3.6 to WRI's Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
3.7	Amended and Restated Bylaws of WRI (filed as Exhibit 99.2 to WRI's Registration Statement on Form 8-A dated February 23, 1998 and incorporated herein by reference).
4.1	Subordinated Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association) (filed as Exhibit 4(a) to WRI's Registration Statement on Form S-3 (No. 33-57659) and incorporated herein by reference).
4.2	Subordinated Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association) (filed as Exhibit 4(b) to WRI's Registration Statement on Form S-3 (No. 33-57659) and incorporated herein by reference).
4.3	Form of Fixed Rate Senior Medium Term Note (filed as Exhibit 4.19 to WRI's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
4.4	Form of Floating Rate Senior Medium Term Note (filed as Exhibit 4.20 to WRI's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
4.5	Form of Fixed Rate Subordinated Medium Term Note (filed as Exhibit 4.21 to WRI's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
4.6	Form of Floating Rate Subordinated Medium Term Note (filed as Exhibit 4.22 to WRI's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference).
4.7	Statement of Designation of 6.75% Series D Cumulative Redeemable Preferred Shares (filed as Exhibit 3.1 to WRI's Registration Statement on Form 8-A dated April 17, 2003 and incorporated herein by reference).
4.8	Statement of Designation of 6.95% Series E Cumulative Redeemable Preferred Shares (filed as Exhibit 3.1 to WRI's Registration Statement on Form 8-A dated July 8, 2004 and incorporated herein by reference).
4.9	6.75% Series D Cumulative Redeemable Preferred Share Certificate (filed as Exhibit 4.2 to WRI's Registration Statement on Form 8-A dated April 17, 2003 and incorporated herein by reference).
4.10	6.95% Series E Cumulative Redeemable Preferred Share Certificate (filed as Exhibit 4.2 to WRI's Registration Statement on Form 8-A dated July 8, 2004 and incorporated herein by reference).
4.11	Form of Receipt for Depositary Shares, each representing 1/30 of a share of 6.75% Series D Cumulative Redeemable Preferred Shares, par value $.03 per share (filed as Exhibit 4.3 to WRI's Registration Statement on Form 8-A dated April 17, 2003 and incorporated herein by reference).
4.12	Form of Receipt for Depositary Shares, each representing 1/100 of a share of 6.95% Series E Cumulative Redeemable Preferred Shares, par value $.03 per share (filed as Exhibit 4.3 to WRI's Registration Statement on Form 8-A dated July 8, 2004 and incorporated herein by reference).
4.13	Form of 7% Notes due 2011 (filed as Exhibit 4.17 to WRI's Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).

10.1	1988 Share Option Plan of WRI, as amended (filed as Exhibit 10.1 to WRI's Annual Report on Form 10-K for the year ended December 31, 1990 and incorporated herein by reference).
10.2	Weingarten Realty Investors Supplemental Retirement Account Plan, as amended and restated (filed as Exhibit 10.26 to WRI's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference).
10.3	The Savings and Investment Plan for Employees of WRI, as amended (filed as Exhibit 4.1 to WRI's Registration Statement on Form S-8 (No. 33-25581) and incorporated herein by reference).
10.4	The Fifth Amendment to Savings and Investment Plan for Employees of WRI (filed as Exhibit 4.1.1 to WRI's Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 33-25581) and incorporated herein by reference).
10.5	The 1993 Incentive Share Plan of WRI (filed as Exhibit 4.1 to WRI's Registration Statement on Form S-8 (No. 33-52473) and incorporated herein by reference).
10.6	1999 WRI Employee Share Purchase Plan (filed as Exhibit 10.6 to WRI's Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference).
10.7	2001 Long Term Incentive Plan (filed as Exhibit 10.7 to WRI's Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).
10.8	Master Promissory Note in the amount of $20,000,000 between WRI, as payee, and Chase Bank of Texas, National Association (formerly, Texas Commerce Bank National Association), as maker, effective December 30, 1998 (filed as Exhibit 4.15 to WRI's Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference).
10.9	Amended and Restated Credit Agreement dated November 14, 2003 among WRI, the Lenders Party Hereto and JPMorgan Chase Bank as Administrative Agent (filed as Exhibit 10.10 to WRI's Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
10.10	Weingarten Realty Investors Supplemental Executive Retirement Plan amended and restated effective September 1, 2002.
10.11	First Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan amended on November 3, 2003.
10.12	Second Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan amended October 22, 2004.
10.13	Third Amendment to the Weingarten Realty Investors Supplemental Executive Retirement Plan amended October 22, 2004.
10.14	Weingarten Realty Investors Retirement Benefit Restoration Plan adopted effective September 1, 2002.
10.15	First Amendment to the Weingarten Realty Investors Retirement Benefit Restoration Plan amended on November 3, 2003.
10.16	Second Amendment to the Weingarten Realty Investors Retirement Benefit Restoration Plan amended October 22, 2004.
10.17	Weingarten Realty Investors Deferred Compensation Plan amended and restated as a separate and independent plan effective September 1, 2002.
10.18	Supplement to the Weingarten Realty Investors Deferred Compensation Plan amended on April 25, 2003.
10.19	First Amendment to the Weingarten Realty Investors Deferred Compensation Plan amended on November 3, 2003.
10.20	Second Amendment to the Weingarten Realty Investors Deferred Compensation Plan amended and restated effective January 1, 2004.
10.21	Trust Under the Weingarten Realty Investors Deferred Compensation Plan amended and restated effective October 21, 2003.
10.22	Trust Under the Weingarten Realty Investors Retirement Benefit Restoration Plan amended and restated effective October 21, 2003.
10.23	Trust Under the Weingarten Realty Investors Supplemental Executive Retirement Plan amended and restated effective October 21, 2003.
10.24	First Amendment to the Trust Under the Weingarten Realty Investors Deferred Compensation Plan, Supplemental Executive Retirement Plan, and Retirement Benefit Restoration Plan amended on March 16, 2004.
10.25	First Amendment to the Savings and Investment Plan for Employees of Weingarten Realty Investors, dated August 1, 2005.

10.26	Mandatory Distribution Amendment for the Savings and Investment Plan for Employees of Weingarten Realty Investors, dated August 1, 2005.
10.27	First Amendment to the Weingarten Realty Pension Plan, dated August 1, 2005.
10.28	Mandatory Distribution Amendment for the Weingarten Realty Retirement Plan, dated August 1, 2005.
10.29	Second Amendment to the Weingarten Realty Investors Deferred Compensation Plan, as amended, dated October 13, 2005.
10.30	Third Amendment to the Weingarten Realty Investors Deferred Compensation Plan, dated August 1, 2005.
12.1	A statement of computation of ratios of earnings and funds from operations to combined fixed charges and preferred dividends.
31.1	Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
31.2	Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
32.1	Certification pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
32.2	Certification pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).