EXHIBIT 4.2

TPD

6.75% SERIES D CUMULATIVE REDEEMABLE
PREFERRED SHARES
PAR VALUE $.03
6.75% SERIES D CUMULATIVE REDEEMABLE
PREFERRED SHARES

PAR VALUE $.03


COMPANY LOGO


Weingarten Realty Investors

A TEXAS REAL ESTATE INVESTMENT TRUST

FORMED UNDER THE LAWS OF THE STATE OF TEXAS

THIS CERTIFICATE IS TRANSFERABLE IN
NEW YORK, NY OR RIDGEFIELD PARK, NJ

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT

IS THE OWNER OF

FULLY PAID AND NONASSESSABLE 6.75% SERIES D CUMULATIVE REDEEMABLE PREFERRED
SHARES OF

Weingarten Realty Investors (the "Trust"), transferable on the books of the
Trust by the holder hereof in person,  or by duly authorized attorney, upon
surrender of this Certificate properly endorsed. This Certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar.
  Witness the facsimile seal of the Trust and the facsimile signatures of its
duly authorized representatives.

PREFERRED SHARES

Dated:

THERE ARE RESTRICTIONS  ON THE TRANSFER OF THE SHARES EVIDENCED BY THIS
CERTIFICATE AS MORE FULLY SET FORTH ON THE REVERSE HEREOF.

COUNTERSIGNED AND REGISTERED:
MELLON INVESTOR SERVICES LLC
TRANSFER AGENT
AND REGISTRAR
BY



AUTHORIZED SIGNATURE

SD/-
Chairman

Sd/-
Secretary

COMPANY SEAL


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WEINGARTEN REALTY INVESTORS

This Certificate and the shares represented hereby are subject in all respects
to the laws of the State of Texas and to the Declaration of Trust and Bylaws of
the Trust and any amendments thereto. The Declaration of Trust, as amended,
provides that no shareholder shall have any preemptive rights to acquire
unissued or treasury shares of the Trust. The Declaration of Trust also
restricts the transfer of the shares of beneficial interest evidenced by this
Certificate in connection with the qualification by the Trust as a real estate
investment trust. Copies of the Trust's Declaration of Trust are on file with
the Harris County, Texas, County Clerk and will be furnished to any shareholder
of record without charge upon written request to the Trust at the principal
place of business or registered office.

The Trust will furnish a full statement of the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption of the shares
of each class which the Trust is authorized to issue and the difference in the
relative rights and preferences between the shares of each series of any
preferred class to the extent they have been set and the authority of the trust
managers to set the relative rights and preferences of subsequent series to any
holder of shares without charge on written request to the Trust at its principal
place of business or registered office.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM
TEN ENT
JT TEN

- as tenants in common
- as tenants by the entireties
- as joint tenants with right
   of survivorship and not as
   tenants in common

UNIF GIFT MIN ACT-_____________________Custodian________________________________
                                                       (Cust)
(Minor)
                     under Uniform Gifts to Minors
                                  Act
_________________________________________________________________________(State)

Additional abbreviations may also be used though not in the above list.

For value received,_____________________________________________________________
hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
________________________________________________________________________________


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
Please print or typewrite name and address including postal zip code of assignee

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


_____________________________________________________________Preferred Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint

________________________________________________________________________________

________________________________________________________________________________


________________________________________________________________________________

________________________________________________________________________________



Attorney to transfer the said shares on the books of the within-named Trust with
full power of substitution in the premises.

ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR
BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION
PROGRAM ("STAMP"), THE  NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE
PROGRAM ("MSP"), ON THE STOCK EXCHANGES MEDALLION PROGRAM ("SEMP") AND MUST NOT
BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.

        NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.


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