SIXTH  SUPPLEMENTAL  TRUST  INDENTURE


     This  SIXTH  SUPPLEMENTAL  TRUST  INDENTURE  (this  "Sixth  Supplemental
Indenture")  is executed this 1st day of March, 2000 (the "Execution Date"), but
effective  as  of  December  28,  1999,  by  and between WRI HOLDINGS, INC. (the
"Company"),  a  Texas corporation, and CHASE BANK OF TEXAS, N.A. (formerly known
as TEXAS COMMERCE BANK NATIONAL ASSOCIATION) (the "Trustee"), a national banking
association.


                        W  I  T  N  E  S  S  E  T  H:
                        ----------------------------

     WHEREAS,  the Company and the Trustee executed that certain Trust Indenture
dated  December  28,  1984  (the  "Original  Trust  Indenture")  to  secure  the
performance  of  the  Company under the terms of that certain 16% Mortgage Bonds
Due  1994 (the "Original Bonds") executed by the Company payable to the order of
Weingarten  Realty,  Inc.  ("WRI") dated December 28, 1984 in the face principal
amount  of  THREE  MILLION  ONE  HUNDRED  FIFTY  THOUSAND  and  NO/100  DOLLARS
($3,150,000.00),  payable  as  therein  provided;  and

     WHEREAS,  WRI  assigned  and  conveyed  all  of its property, both real and
personal,  including,  without  limitation,  the  Original  Bonds, to Weingarten
Realty  Investors  ("Weingarten"),  a  Texas  real  estate  investment trust, as
evidenced  by  that  certain  Master  Deed and General Conveyance dated April 5,
1988,  from  WRI  to  Weingarten;  and

     WHEREAS,  effective  as  of  December  28, 1994, the Company and Weingarten
renewed  and  extended  the  maturity date of the Original Bonds to December 28,
1995 pursuant to the terms of that certain Bonds Renewal and Extension Agreement
dated  as  of  December  28,  1994  ("First  Renewal");  and

     WHEREAS,  effective  as  of  December  28, 1995, the Company and Weingarten
again  renewed  and extended the maturity date of the Original Bonds to December
28,  1996  pursuant  to  the  terms  of  that  certain  Bonds Second Renewal and
Extension  Agreement  dated  as  of  December  28,  1995 ("Second Renewal"); and

     WHEREAS,  effective  as  of  December  28, 1996, the Company and Weingarten
again  renewed  and extended the maturity date of the Original Bonds to December
28, 1997 pursuant to the terms of that certain Third Bonds Renewal and Extension
Agreement  dated  as  of  December  28,  1996  ("Third  Renewal");  and

     WHEREAS,  effective  as  of  December  28, 1997, the Company and Weingarten
again  renewed  and extended the maturity date of the Original Bonds to December
28,  1998  pursuant  to  the  terms  of  that  certain  Fourth Bonds Renewal and
Extension  Agreement  dated  as  of  December  28,  1997  ("Fourth  Renewal");

<PAGE>
     WHEREAS,  effective  as  of  December  28, 1998, the Company and Weingarten
again  renewed  and extended the maturity date of the Original Bonds to December
28, 1999 pursuant to the terms of that certain Fifth Bonds Renewal and Extension
Agreement  dated as of December 28, 1998 ("Fifth Renewal")  (the Original Bonds,
as  renewed  and  extended  by the First Renewal, Second Renewal, Third Renewal,
Fourth  Renewal,  and  Fifth  Renewal  being  herein  called  the  "Bonds"); and

     WHEREAS,  the  Company and Weingarten amended and supplemented the terms of
the  Original  Trust Indenture to reflect the renewal and extension of the Bonds
as provided in the First Renewal, Second Renewal, Third Renewal, Fourth Renewal,
and  Fifth  Renewal,  such  amendments  being  evidenced  by  (i)  that  certain
Supplemental  Trust  Indenture  dated as of December 28, 1994 among the Company,
the  Trustee,  and  Weingarten,  (ii)  that  certain  Second  Supplemental Trust
Indenture  dated  as  of  December 28, 1995, among the Company, the Trustee, and
Weingarten,  (iii)  that  certain Third Supplemental Trust Indenture dated as of
December  28,  1996  among  the  Company, the Trustee, and Weingarten, (iv) that
certain Fourth Supplemental Trust Indenture dated as of December 28, 1997, among
the  Company,  the  Trustee,  and  Weingarten,  and  (v)  that  certain  Fifth
Supplemental  Trust  Indenture dated as of December 28, 1998, among the Company,
the  Trustee,  and  Weingarten  (the  Original  Trust  Indenture, as amended and
supplemented  by  the  Supplemental  Trust  Indenture, Second Supplemental Trust
Indenture,  Third  Supplemental  Trust  Indenture,  Fourth  Supplemental  Trust
Indenture, and Fifth Supplemental Trust Indenture being herein called the "Trust
Indenture");  and

     WHEREAS,  the  Bonds  mature  on  December  28,  1999,  and the Company and
Weingarten have agreed to renew and extend the maturity date of the Bonds and to
continue  the liens, pledges, and security interests securing the payment of the
Bonds,  as set forth in that certain Sixth Bonds Renewal and Extension Agreement
("Sixth  Renewal")  dated  effective  as  of  December 28, 1999, executed by the
Company  and Weingarten, Weingarten being the sole legal owner and holder of the
Bonds;  and

     WHEREAS,  the  Company  and  the Trustee desire to amend and supplement the
Trust Indenture to reflect the renewal and extension of the maturity date of the
Bonds  to  December  28,  2000.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency  of which is hereby acknowledged, the Company and the Trustee hereby
agree  as  follows:

     1.     Except  as  otherwise provided in this Sixth Supplemental Indenture,
all  capitalized  terms used in this Sixth Supplemental Indenture shall have the
meanings  ascribed  to  those  terms  in  the  Trust  Indenture.


<PAGE>
     2.     The  Company  and  the  Trustee  acknowledge  that  the  Company has
re-affirmed  its promise to pay to the order of the Payee, at 2600 Citadel Plaza
Drive, Suite 300, Houston, Harris County, Texas 77008, the principal balance due
and owing on the Bonds, with interest accrued thereon, as provided in the Bonds,
except  that  the  maturity  date  of the Bonds has been renewed and extended to
December 28, 2000, at which time the unpaid principal balance of the Bonds, plus
all  accrued  and  unpaid  interest  thereon,  shall  be  due  and  payable.

     All liens, pledges, and security interests securing the Bonds granted under
the  terms  of  the  Trust  Indenture,  are hereby renewed, extended and carried
forward  to  secure  payment  of  the  Bonds,  as  hereby amended, and the Trust
Indenture  is  hereby  amended to reflect that the maturity date of the Bonds is
December  28,  2000.

     3.     The  Company  hereby represents and warrants to the Trustee that (a)
the  Company is the sole legal and beneficial owner of the Trust Estate; (b) the
Company  has  the  full  power and authority to make the agreements contained in
this  Sixth  Supplemental  Indenture  without  joinder  and consent of any other
party;  and  (c)  the  execution,  delivery  and  performance  of  this  Sixth
Supplemental  Indenture  will not contravene or constitute an event which itself
or which with the passing of time or giving of notice or both would constitute a
default  under any trust deed, deed of trust, loan agreement, indenture or other
agreement  to which the Company is a party or by which the Company or any of its
property  is bound. The Company hereby agrees to indemnify and hold harmless the
Trustee  against  any  loss,  claim,  damage,  liability  or expense (including,
without  limitation, attorneys' fees) incurred as a result of any representation
or  warranty  made  by the Company in this Section 3 proving to be untrue in any
material  respect.

     4.     To  the  extent  that  the  Trust Indenture is inconsistent with the
terms  of  this  Sixth  Supplemental  Indenture,  the  Trust Indenture is hereby
modified  and  amended to conform with this Sixth Supplemental Indenture. Except
as  modified, renewed and supplemented by this Sixth Supplemental Indenture, the
Trust  Indenture  remains unchanged and continues unabated and in full force and
effect  as  the  valid  and  binding  obligation  of  the  Company.

     5.     The  Company  covenants  and  warrants  that  the  Trustee is not in
default  under  the  Trust Indenture, as supplemented by this Sixth Supplemental
Indenture  (collectively  referred  to  as  the  "Indenture"), that there are no
defenses,  counterclaims  or offsets to the Bonds or the Indenture, and that all
of  the  provisions of the Bonds and the Indenture are in full force and effect.

     6.     The  Company agrees to pay all costs incurred in connection with the
execution  and  consummation of this Sixth Supplemental Indenture, including but
not  limited  to,  all  recording  costs and the reasonable fees and expenses of
Trustee's  counsel.

     7.     If any covenant, condition, or provision herein contained is held to
be  invalid  by  final  judgment  of  any  court  of competent jurisdiction, the
invalidity of such covenant, condition, or provision shall not in any way affect
any  other  covenant,  condition,  or  provision  herein  contained.

     8.     The  Company  acknowledges and agrees that the outstanding principal
balance  of  the  Bonds  as  of  December  28,  1999  is  $3,150,000.00.


<PAGE>
     9.     Weingarten  joins  herein to consent to the amendment and supplement
of  the  terms  of  the Trust Indenture, as set forth in this Sixth Supplemental
Indenture and to acknowledge and represent that Weingarten is the sole owner and
holder  of  the Bonds. Weingarten is an unincorporated trust organized under the
Texas  Real Estate Investment Trust Act. Neither the shareholders of Weingarten,
nor  its  Trust  Managers,  officers,  employees,  or  other  agents  shall  be
personally,  corporately,  or individually liable, in any manner whatsoever, for
any  debt,  act,  omission,  or obligation of Weingarten, and all persons having
claims  of  any  kind  whatsoever  against  Weingarten  shall look solely to the
property  of Weingarten for the enforcement of their rights (whether monetary or
non-monetary)  against  Weingarten.

     EXECUTED  this  day  and  year  first  above written, but effective for all
purposes  as  of  December  28,  1999.



                                   WRI  HOLDINGS,  INC.



                                   By:__________________________________________
                                          Martin Debrovner, Vice President
                                                                       "COMPANY"


                                   CHASE  BANK  OF  TEXAS,  N.A.


                                   By:__________________________________________
                                            Rhonda L. Parman, Trust Officer
                                                                       "TRUSTEE"


                                   WEINGARTEN  REALTY  INVESTORS


                                   By:__________________________________________
                                   Bill Robertson, Jr., Executive Vice President
                                                                    "WEINGARTEN"





<PAGE>
STATE  OF  TEXAS

COUNTY  OF  HARRIS

     This  instrument  was  acknowledged  before  me  on  this  ______  day  of
_____________,  2000, by Martin Debrovner, Vice President of WRI HOLDINGS, INC.,
a  Texas  corporation,  on  behalf  of  said  corporation.


                                              _________________________________
                                              Notary  Public,  State  of  Texas


STATE  OF  TEXAS

COUNTY  OF  HARRIS

     This  instrument  was  acknowledged  before  me  on  this  ______  day  of
_____________,  2000, by Rhonda L. Parman, Trust Officer of CHASE BANK OF TEXAS,
N.A.,  a  national  banking  association,  on  behalf  of  said national banking
association.


                                              _________________________________
                                              Notary  Public,  State  of  Texas



STATE  OF  TEXAS

COUNTY  OF  HARRIS

     This instrument was acknowledged before me on this ______ day of _________,
2000,  by  Bill  Robertson,  Jr.,  Executive Vice President of WEINGARTEN REALTY
INVESTORS,  a  Texas real estate investment trust, on behalf of said real estate
investment  trust.


                                              _________________________________
                                              Notary  Public,  State  of  Texas