PROMISSORY  NOTE  (WEINGARTEN  REALTY  INVESTORS)
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$100,000,000.00                                         _________________,  2000


     FOR  VALUE  RECEIVED, the undersigned, Weingarten Realty Investors, a Texas
real  estate  investment  trust,  hereby promises to pay to the order of BANK OF
AMERICA,  N.A.,  a  national  association  (the "Bank") the principal sum of ONE
                                                 ----
HUNDRED  MILLION AND NO/100 DOLLARS ($100,000,000.00) or the aggregate principal
amount  of  Advances made pursuant to the Credit Agreement hereinafter mentioned
and outstanding as of the maturity hereof, whether by acceleration or otherwise,
whichever may be the lesser, on or before the Revolving Credit Termination Date,
together  with interest on any and all amounts remaining unpaid hereon from time
to  time from the date hereof until maturity, payable as described in the Credit
Agreement,  and  at  maturity,  in  the manner and at the rates per annum as set
forth  in  the  Credit  Agreement  dated  as  of even date herewith, between the
undersigned,  the  Bank  in  its  own capacity and as Agent, and the other banks
which  are party thereto, as amended from time to time (the "Credit Agreement").
Capitalized  terms  used  but  not  otherwise defined herein shall have the same
respective  meanings  ascribed  to  them  as  in  the  Credit  Agreement.

If  any  payment of principal or interest on this Note shall become due on a day
which  is  not a Business Day, such payment shall be made on the next succeeding
business  day,  and  such  extension of time shall in such case be considered in
computing  interest  in  connection  with  such  payment

Payments  of both principal and interest are to be made in immediately available
funds  at  the  office of the Agent, 901 Main Street, 51st Floor, Dallas, Texas,
75202,  or  such  other  place  as  the holder shall designate in writing to the
maker.

If  default is made in the payment of this Note and it is placed in the hands of
an  attorney  for collection, or collected through bankruptcy proceedings, or if
suit is brought on this Note, the maker agrees to pay reasonable attorneys' fees
in  addition  to  all  other  amounts  owing  hereunder.

This  Note  is the Note provided for in, and is entitled to the benefits of, the
Credit  Agreement,  which,  among  other  things,  contains  provisions  for
acceleration of the maturity hereof upon the happening of certain stated events,
for  prepayments of principal hereof prior to the maturity hereof upon terms and
conditions  therein  specified and, for payments of principal of and interest on
this  Note  in the manner and at the times and under the terms and conditions of
the  Credit  Agreement,  and  to  the  effect  that  no  provision of the Credit
Agreement  or  this  Note  shall require the payment or permit the collection of
interest in excess of the Highest Lawful Rate, It is contemplated that by reason
of  prepayments  hereon  there  may  be  times  when  no  indebtedness  is owing
hereunder; but notwithstanding such occurrences this Note shall remain valid and
shall  be  in  full  force and effect as to Advances made pursuant to the Credit
Agreement  subsequent  to  each  such  occurrence.


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     Except as expressly provided in the Credit Agreement, the maker and any and
all  endorsers,  guarantors and sureties severally waive grace, notice of intent
to  accelerate,  notice of acceleration, demand, presentment for payment, notice
of  dishonor  or  default,  protest  and  notice  of  protest  and  diligence in
collecting  and  bringing  of  suit  against  any party hereto, and agree to all
renewals,  extensions  or  partial  payments  hereon  and  to  any  release  or
substitution  of  security herefor, in whole or in part, with or without notice,
before  or  after  maturity.

With  respect  to the incurrence of certain liabilities hereunder and the making
of  certain  agreements  by  the  Borrower  as herein stated, such incurrence of
liabilities  and  such  agreements  shall be binding upon the Borrower only as a
trust  formed  under the Texas Real Estate Investment Trust Act pursuant to that
certain  Restated  Declaration  of Trust dated March 23, 1988, and only upon the
assets  of  such  Borrower.  No  Trust Manager or officer or other holder of any
beneficial  interest  in  the Borrower shall have any personal liability for the
payment  of  any  indebtedness  or  other  liabilities  incurred by the Borrower
hereunder  or  for  the  performance  of  any  agreements  made  by the Borrower
hereunder,  nor  for  any  other  act,  omission  or  obligation incurred by the
Borrower  or  by  the Trust Managers except, in the case of a Trust Manager, any
liability  arising from his own wilful misfeasance or malfeasance or negligence.

WEINGARTEN  REALTY  INVESTORS

By:
Name:
Title: