FIRST  AMENDMENT  TO  CREDIT  AGREEMENT
                     ---------------------------------------


     THIS  FIRST  AMENDMENT  TO  CREDIT AGREEMENT (this "Amendment") dated as of
                                                         ---------
____________,  2000,  is  by and among Weingarten Realty Investors, a Texas real
estate  investment  trust  ("Borrower")  and  Bank  of America, N.A., a national
                             --------
banking  association,  in  its  capacities  as  Agent  and  a  lender  ("Bank of
                                                                         -------
America").

     WHEREAS, Borrower and Bank of America have entered into that certain Credit
Agreement  dated  January  6,  1999  ("Loan  Agreement");
                                       ---------------

     WHEREAS, Borrower has requested that Bank of America add a provision to the
Loan  Agreement which would grant Borrower an option to renew the Loan Agreement
for  a  period  of  two  additional  years;  and

     WHEREAS,  Bank  of  America has agreed, subject to the terms and conditions
stated  herein,  to  provide  terms  for  such  renewal.

     NOW,  THEREFORE,  in  consideration  of  the  covenants,  conditions  and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, Borrower and Bank
of  America  hereby  covenant  and  agree  as  follows:

     ARTICLE  I  -  RENEWAL  OPTION
     ------------------------------

     1.1     Definitions.  Any  capitalized  terms used herein and not otherwise
             -----------
defined shall have the meaning ascribed to such term in the Loan Agreement.  The
following  definitions  are applicable to this Amendment and are hereby added to
the  Loan  Agreement.

(a)     "Adjusted  EBIDA for Unencumbered Property" means, for any period, Funds
         -----------------------------------------
From  Operations  from  all  Unencumbered  Property less the Capital Improvement
Reserve  for  such  period.

(b)     "Capital  Expenditures"  means  expenditures  by  Borrower or any of its
         ---------------------
Subsidiaries  for  fixed  or  capital  assets,  including  without  limitation
expenditures  for  maintenance  and  repairs.

(c)     "Capital  Improvement  Reserve"  means,  for  any  period, a reserve for
         -----------------------------
Capital  Expenditures  in an amount equal to the product obtained by multiplying
$.30  times  the weighted average square feet of all Unencumbered Property owned
by  Borrower  and  its  Subsidiaries  during  such  period.

(d)     "Extended  Revolving Credit Termination Date" means a date two (2) years
         -------------------------------------------
after  the  Revolving  Credit  Termination  Date.

<PAGE>

(e)     "Facility  Fee"  is  defined  in  Section  1.2  of  this Amendment.
              -------------                    ------------

<PAGE>

(f)     "Renewal  Option"  is  defined  in  Section  1.2  of  this  Amendment.
         ---------------                    ------------

(g)     "Renewal  Period"  means the two year period commencing on the first day
         ---------------
following  the Revolving Credit Termination Date and terminating on the Extended
Revolving  Credit  Termination  Date.

(h)     "Secured  Indebtedness" means Debt of Borrower and its Subsidiaries that
         ---------------------
is  directly  or  indirectly  secured  by  a  Lien  on  any  Real  Property.

(i)     "Total  Unsecured  Debt"  means Debt excluding all Secured Indebtedness.
         ----------------------

(j)     "Unencumbered  Property"  means all Real Property which is subject to no
         ----------------------
Liens  other  than  Permitted  Liens.

     1.2     Terms  of  Renewal  Option.  The  Agent  and  Banks hereby grant to
             --------------------------
Borrower  the  option  (the  "Renewal  Option")  to  extend the Revolving Credit
                              ---------------
Termination  Date  for  an additional two year period on the following terms and
conditions:

(a)     At  the time of the exercise of such Renewal Option and on the first day
of  the  Renewal  Period, there shall then exist no Default or Event of Default.

(b)     Borrower  shall  submit  to  Agent  such  financial statements and other
information  as  Agent  may  reasonably  request in connection with the proposed
renewal,  regarding  Borrower  and  Guarantor.   In Agent=s reasonable judgment,
there  shall  not  have  occurred  a  material  adverse  change in the financial
position  of  Borrower and Guarantor, taken as a whole, from the date hereof, as
reflected  in  the then most recent financial and operating statements submitted
to  Agent  pursuant  to  the  Loan  Agreement.

(c)     All  terms  and  conditions  of  the  Loan  Documents  pertaining to the
Revolving  Loan  shall  continue  to  apply  during the Renewal Period except as
modified  by  this  Amendment.

(d)     Borrower  and  Guarantor  shall  have  executed and delivered to Agent a
modification  and  extension  agreement,  providing for (i) the extension of the
Revolving  Credit Termination Date, (ii) the reaffirmation   by each of Borrower
and  Guarantor  of their respective obligations under the Loan Documents and the
Guaranty  Agreement,  respectively,  and  (iii)  confirmation  by  Borrower  and
Guarantor  that  neither  Borrower  nor  Guarantor  have  any  defenses, claims,
counterclaims,  or  rights  of  offset  in  respect  of  the  Obligations.

<PAGE>

(e)     The request for extension must be made to Agent in writing not more than
one  hundred twenty (120) days, and not less than ninety (90) days prior to, the
Revolving  Credit  Termination  Date.


<PAGE>
(f)     On  or  before  the first day of the Renewal Period, Borrower shall have
paid  to Agent as a condition to such renewal all fees required pursuant to that
certain  Side  Letter  Agreement  of  even  date  herewith executed by Agent and
Borrower  (the  "Side  Letter  Agreement").
                 -----------------------

(g)     Borrower  shall  be  in  compliance  with  the  following  covenants:

(i)     For  the  twelve  (12) month period ending on the last day of the fiscal
quarter ending prior to the Renewal Period and as of the last day of each fiscal
quarter  for the four (4) successive quarterly accounting periods ending on such
date during the Renewal Period, Borrower shall not permit the ratio of (i) Total
Unsecured  Debt  to (ii) Adjusted EBIDA for Unencumbered Property to exceed 6.66
to  1.00.

(ii)     As  of  the  first  day  of  the  Renewal Period and during the Renewal
Period,  Borrower  shall  not  permit the Adjusted Tangible Net Worth to be less
than  an  amount  equal  to the sum of (i) $850,000,000, and (ii) eighty percent
(80%)  of  the  net  proceeds  (i.e.  gross  proceeds  less actual and customary
transaction  costs)  received  by  Borrower  from  all  equity offerings made by
Borrower  after  December  31,  1999.

(iii)     Except to the extent required by applicable tax laws or regulations to
maintain  its REIT status, during any fiscal year of Borrower during the Renewal
Period, Borrower shall not, nor shall Borrower permit any Subsidiary (other than
to  Borrower or another Subsidiary) to, declare or pay any dividends or make any
distributions  on  its  Capital  Shares (other than dividends payable in its own
Capital  Shares) or redeem, repurchase or otherwise acquire or retire any of its
Capital  Shares  at  any  time  outstanding,  in  excess  of  an amount equal to
ninety-five  percent (95%) of the Funds From Operations during such fiscal year.

(h)     As of the first day of the Renewal Period and during the Renewal Period,
the  definition  of  "Applicable  Margin" in the Loan Agreement shall mean, with
respect to any LIBOR Rate Advance, the rate per annum for any LIBOR Rate Advance
indicated  below  for the credit rating assigned to (or in respect of) long-term
senior  unsecured  Debt  of  Borrower  by  S&P,  as reflected on the most recent
Compliance Certificate of Borrower delivered in accordance with Section 6.01(c),
                                                                ---------------
or  the  most  recent  Rating  Certificate  delivered in accordance with Section
                                                                         -------
6.01(h),  as  the  case  may  be:
     --

<PAGE>

     CREDIT  RATING               APPLICABLE  MARGIN  FOR  LIBOR  RATE  ADVANCE
     --------------               ---------------------------------------------

     A-  or  better                              .60%

     BBB+                                        .70%

     BBB                                         .90%

     BBB-  or  below                            1.20%

(i)     During the Renewal Period, Borrower agrees to pay to Agent, a commitment
fee  (the  "Facility  Fee") on the average daily unused portion of the aggregate
Commitment under the Revolving Loan outstanding during the applicable period, at
a  rate  per  annum  equal  to the rate per annum indicated below for the credit
rating  assigned  to  long-term,  senior  unsecured  Debt of Borrower by S&P, as
reflected  on  the  most  recent Compliance Certificate of Borrower delivered in
accordance with Section 6.01(c) of the Loan Agreement, or the most recent Rating
                ---------------
Certificate  delivered  in  accordance with Section 6.01(h), as the case may be.
                                            ---------------
The  Facility Fee shall be payable quarterly in arrears on the first day of each
calendar  quarter  for the prior calendar quarter commencing on the first day of
the  first  calendar quarter occurring after commencement of the Renewal Period,
and  continuing  until  the  Extended  Revolving  Credit  Termination  Date.

CREDIT  RATING                    FACILITY  FEE
--------------                    -------------

     A-  or  better                    .15%

     BBB+                              .20%

     BBB                              .25%

     BBB-  or  below                  .35%

Agent  shall  be  entitled to allocate the Facility Fee among the Banks as Agent
considers  appropriate  in  its  sole  discretion.

     1.3     Compliance  Certificate.  As of the first day of the Renewal Period
             -----------------------
and  during the Renewal Period, together with and at the time of the delivery of
any  information  required  by  Section  6.01 (a) and (b) of the Loan Agreement,
                                -------------------------
Borrower  shall  deliver to Agent, a Compliance Certificate substantially in the
form  of  Exhibit  A  attached  hereto.
          ----------

<PAGE>

     ARTICLE  II  -  MISCELLANEOUS
     -----------------------------

     2.1     Conditions  Precedent.  As  conditions  precedent  to  closing this
             ---------------------
Amendment, Borrower shall have executed, or caused to be executed, and delivered
to  Agent  (a)  this  Amendment  and  (b)  the  Side  Letter  Agreement.


<PAGE>
     2.2     Representations  of  Borrower.  Borrower  hereby  represents to the
             -----------------------------
Banks  the  following:

(a)     All  of the representations and warranties contained in Article V of the
Loan  Agreement  are  true  and correct on and as of the date hereof and will be
true  and  correct  after  giving  effect  to  this  Amendment.

(b)     No  event  which  constitutes a Default or an Event of Default under the
Loan  Agreement  has  occurred  and  is  continuing,  or  would  result from the
execution  and  delivery  of  this  Amendment.

(c)     Borrower has the power and authority under the Governmental Requirements
and  the  Organizational  Documents to execute and deliver this Amendment and to
exercise  the  Renewal Option if it elects to do so; and the execution, delivery
and  performance  by  Borrower of this Amendment has been duly authorized by all
necessary  proceedings  on  the  part  of  Borrower  and  each  Guarantor.

2.3     Ratification.  The Loan Agreement, as hereby amended, is in all respects
        ------------
ratified  and  confirmed,  and  all  other  rights and powers created thereby or
thereunder  shall  be  and  remain  in  full  force  and  effect.

2.4     Counterparts.  This  Amendment  may be executed in several counterparts,
        ------------
and  each  counterpart,  when  so  executed  and  delivered, shall constitute an
original instrument, and all such separate counterparts shall constitute but one
and  the  same  instrument.

2.5     GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN
        --------------
ACCORDANCE  WITH,  THE  LAWS  OF  THE  STATE  OF  TEXAS.


<PAGE>
2.6     PRIOR AGREEMENTS.  THE LOAN AGREEMENT, THIS AMENDMENT AND THE OTHER LOAN
        ----------------
DOCUMENTS  CONSTITUTE  A  "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE
TEXAS  BUSINESS  &  COMMERCE  CODE,  AND REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES  AND  MAY  NOT  BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT  ORAL  AGREEMENTS  OF  THE  PARTIES.  THERE  ARE  NO  UNWRITTEN  ORAL
AGREEMENTS  AMONG  THE  PARTIES.



     WEINGARTEN  REALTY  INVESTORS,


     By:_______________________________________
Name:_____________________________________
Title:______________________________________



     BANK  OF  AMERICA,  N.A.,  in  its  individual
capacity  and  as  Agent


     By:_______________________________________
Name:_____________________________________
Title:______________________________________

<PAGE>
     EXHIBIT  A
     ----------


     COMPLIANCE  CERTIFICATE
     -----------------------



1.     Borrower  certifies  that  the  credit  rating assigned to the Borrower=s
senior-unsecured,  long-term  debt  by  S&P  as  of  the date of this Compliance
Certificate,  and  as  of  the  date  of delivery of its Financial Statements is
_______________.


2.     Financial  Covenants


                          Limit     Actual          In Compliance
                          -----     ------          -------------

1.       Total  Debt
----

          Not  greater  than  55%
          -----------------------

2.       Secured  Debt
----

          Not  greater  than  40%
          -----------------------

3.       Limitation  of  Unimproved  Real  Property
----

          Not  greater  than  12.5%
          -------------------------

4.       Limitation  on  Sale  or  Other  Disposition  of  Real  Property
----

          See  Schedule  A
          (attached  hereto)
          ------------------

5.       Annual  Service  Charge  Coverage  Ratio
----

          2.5  or  more
          -------------

6.       Fixed  Charge  Coverage  Ratio
----

          2.0  or  more
          -------------

7.       Minimum  Adjusted  Tangible  Net  Worth
----     ---------------------------------------

          Not  less  than  $850,000,000,  plus  80%  of equity offerings made by
          ----------------------------------------------------------------------
Borrower  after  12/31/99
     --------------------

8.       Assets  Retained
----

          Not  less  than  150%
          ---------------------

9.       Limitation  on  Central  Plaza=s  Incurrence  of  Debt
----     ------------------------------------------------------

          Not  more  than  $500,000
          -------------------------

10.       Limitation  on  Bell  Plaza=s  Incurrence  of  Debt
-----     ---------------------------------------------------


          Not  more  than  $1,200,000
          ---------------------------

     Total  Unsecured  Debt  to  Adjusted  EBIDA  for
11.       Unencumbered  Property
-----     ----------------------

          6.66  to  1.0
          or  less
          --------

12.       Dividends
-----     ---------

          95%  of  Funds  from  Operations
          --------------------------------

3.          Certification

     The undersigned hereby further certifies and warrants to the Banks that, as
of  the  date  set  forth above, (i) no default under the Credit Agreement dated
_______________,  ______  by  and  among the Borrower, Bank of America, N.A., as
Agent,  and  the  Banks  named  therein  as  modified  or  amended  (the "Credit
                                                                          ------
Agreement")  has occurred, and no event has occurred, which, but for the passage
of  time, would constitute a default (except for any default which may have been
expressly waived in writing by the Banks), (ii) each representation and warranty
of  the  Borrower contained in the Credit Agreement is still true and correct on
and  as  of the date set forth above, as though made on and as of such date, and
(iii)  the undersigned is the duly elected, qualified and acting Chief Financial
Officer  (or  Chief  Accounting  Officer)  of  the  Borrower,  and  as  such, is
authorized  to  execute  this  Report  on  its  behalf.


<PAGE>
     The undersigned hereby further certifies and warrants to the Banks that, as
of  the  date  set  forth  above,  (i) no default under the Credit Agreement has
occurred,  and  no event has occurred, which, but for the passage of time, would
constitute  a  default  (except  for  any  default which may have been expressly
waived  in  writing  by  the Banks) except as noted on the attachment, (ii) each
representation and warranty of the Borrower contained in the Credit Agreement is
still  true and correct on and as of the date set forth above, as though made on
and  as  of  such  date,  except  as  noted  on  the  attachment,  and (iii) the
undersigned is the duly elected, qualified and acting Chief Financial Officer or
Chief  Accounting Officer of the Borrower, and as such, is authorized to execute
this  Report  on  its  behalf.

4.     In  accordance  with  Section  6.01(e)  of the Credit Agreement, attached
hereto  is  a description of each litigation, legal, administrative, or arbitral
proceeding,  investigation or other action of any nature not previously reported
which  involves a claim equal to or exceeding $5,000,000 against the Borrower or
any  Subsidiary,  or  which  involves  the  reasonable possibility, if adversely
determined,  in  the  judgment  of  the  Borrower,  of  a  judgment in excess of
$1,000,000  which has not been stayed (whether by supersedas bond or otherwise),
or  other liability, in each case, which could have a material adverse effect on
the  business,  operations  or  financial  conditions  of  the  Borrower and its
Subsidiaries,  taken as a whole or otherwise required to be reported pursuant to
said  Section  6.01(e).

5.     Each  Subsidiary  newly formed or acquired since the Closing Date (all of
the  stock  of which is owned by the Borrower) has executed and delivered to the
Agent  a  Guaranty  Agreement  in  accordance  with  Section  6.06 of the Credit
Agreement.

     A  Guaranty  Agreement from the Subsidiary(ies) listed on the attachment is
enclosed  herewith.

6.     Attached  is  Schedule  A, computations and other information relevant in
connection  with  this  Compliance  Certificate.


     By:
Name:
Title:


<PAGE>
     SCHEDULE  A
     -----------

Debt
----


Calculation  of  "Limitations  on Incurrence of Debt" as defined for purposes of
Section  7.02(a).  Calculations  as  of  __________________:


     1.       Components  of  Debt:
     ----     ---------------------















     2.       Debt
     ----     ----



     3.       Total  Assets
     ----     -------------



     4.       Debt/Total  Assets  (Line  (ii)  divided  by  Line  (iii))
     ----     ----------------------------------------------------------

     "Debt"  and  "Total  Assets"  are  defined  terms  in the Credit Agreement.

Secured  Debt
-------------


Calculation  of  "Limitations  on Incurrence of Debt" as defined for purposes of
Section  7.02(b).  Calculation  as  of  _________________:


     5.       Components  of  Secured  Debt:
     ----     ------------------------------















     6.       Secured  Debt
     ----     -------------



     7.       Total  Assets
     ----     -------------



     8.       Secured  Debt/Total  Assets  (Line  (ii)  divided  by  Line (iii))
     ----     ------------------------------------------------------------------

"Debt"  and  "Total Assets" are defined terms in the Credit Agreement.  "Secured
Debt"  means  Debt described in Section 7.02(b) and (c) of the Credit Agreement.

Limitation  of  Unimproved  Real  Property
------------------------------------------


Calculation  of  "Unimproved  Real  Property" as defined for purposes of Section
7.03.  Calculation  as  of  _________________:


     9.       Unimproved  Real  Property
     ----     --------------------------



     10.       Undepreciated  Real  Estate  Assets
     -----     -----------------------------------



          Unimproved  Real  Property/
     11.       Undepreciated  Real Estate Assets (Line (i) divided by Line (ii))
     -----     -----------------------------------------------------------------

"Unimproved  Real  Property"  and "Undepreciated Real Estate Assets" are defined
terms  in  the  Loan  Agreement

Limitation  on  Sale  or  Other  Disposition  of  Real  Property
----------------------------------------------------------------


(1)     Calculation  of  "Sale or Other Disposition of Real Property" as defined
for  purposes  of  Section  7.04(a).  Calculation  as  of  ____________________:
(1)
<PAGE>


     i.     Month  1
     --     --------

          Month  2
          --------

          Month  3
          --------

          Month  4
          --------

          Month  5
          --------

          Month  6
          --------

          Month  7
          --------

          Month  8
          --------

          Month  9
          --------

          Month  10
          ---------

          Month  11
          ---------

          Month  12  (month  of  current  disposition)
          --------------------------------------------



     12.       Total  Dispositions  for  last 12 calendar months (or if shorter,
     -----     -----------------------------------------------------------------
for  the  period  from  January  6,  2000,  to  such  date).
  ----------------------------------------------------------



     13.       Total  Dispositions/Undepreciated  Real  Estate  Assets
     -----     -------------------------------------------------------



          Undepreciated  Real  Estate  Assets
     14.       (as  of  last  day  of  preceding  quarter)
     -----     -------------------------------------------



     15.       Ten  Percent  (10%)  of  line  (iv)
     -----     -----------------------------------



          Excess  of  line  (ii)  over  line  (v)  -
     16.       Amount  of  Adjusted  Net  Proceeds
     -----     -----------------------------------

"Adjusted  Net  Proceeds"  is  a  defined  term  in  the  Credit  Agreement.

Limitation  on  Sale  or  Other  Disposition  of  Real  Property
----------------------------------------------------------------

<PAGE>
------
Section  7.04
-------------

(1)     Calculation  of  "Sale or Other Disposition of Real Property" as defined
for  purposes  of  Section  7.04(b).  Calculation as of      __________________:


     i.     Month  1
     --     --------

          Month  2
          --------

          Month  3
          --------

          Month  4
          --------

          Month  5
          --------

          Month  6
          --------

          Month  7
          --------

          Month  8
          --------

          Month  9
          --------

          Month  10
          ---------

          Month  11
          ---------

          Month  12
          ---------

          Month  13
          ---------

          Month  14
          ---------

          Month  15
          ---------

          Month  16
          ---------

          Month  17
          ---------

          Month  18
          ---------

          Month  19
          ---------

          Month  20
          ---------

          Month  21
          ---------

          Month  22
          ---------

          Month  23
          ---------

          Month  24
          ---------

          Month  25
          ---------

          Month  26
          ---------

          Month  27
          ---------

          Month  28
          ---------

          Month  29
          ---------

          Month  30
          ---------

          Month  31
          ---------

          Month  32
          ---------

          Month  33
          ---------

          Month  34
          ---------

          Month  35
          ---------

          Month  36  (month  of  current  disposition)
          --------------------------------------------



     17.       Total  Dispositions  for  last  36 months (or if shorter, for the
     -----     -----------------------------------------------------------------
period  from  January  6,  2000,  to  such  date).
   -----------------------------------------------



     18.       Total  Dispositions/Undepreciated  Real  Estate  Assets
     -----     -------------------------------------------------------



          Undepreciated  Real  Estate  Assets
     19.       (as  of  last  day  of  preceding  quarter)
     -----     -------------------------------------------



     20.       Fifteen  Percent  (15%)  of  line  (iv)
     -----     ---------------------------------------



          Excess  of  line  (ii)  over  line  (v)  -
     21.       Amount  of  Adjusted  Net  Proceeds
     -----     -----------------------------------

"Adjusted  Net  Proceeds"  is  a  defined  term  in  the  Credit  Agreement.

Annual  Service  Charge  Coverage  Ratio
----------------------------------------


Calculation  of  "Annual  Service Charge Coverage Ratio" as defined for purposes
of  Section  7.07(a).  Calculation  as  of  _________________  for  the  period
_____________  through  __________________.:


     22.       Funds  from  Operations
     -----     -----------------------



     23.       Net  Income
     -----     -----------



     24.       Plus:
     -----     -----

     25.       Depreciation  and  Amortization
     -----     -------------------------------

     26.       Interest/Original  Issue  Discount
     -----     ----------------------------------

     27.       Extraordinary  Charges
     -----     ----------------------

     28.       Excess  Distributable  Funds
     -----     ----------------------------



     29.       Minus:
     -----     ------

     30.       Gains  on  Sale  of  Properties  and  investment  securities
     -----     ------------------------------------------------------------

     31.       Excess  Net  income
     -----     -------------------

     32.       Total  (Sum  of  Lines  (ii)  -  (vii)  minus Lines (ix) and (x))
     -----     -----------------------------------------------------------------



     33.       Annual  Service  Charge
     -----



     34.       Interest/Original  Issue  Discount
     -----

     35.       Amount  accrued  in  respect  of  Disqualified  Stock
     -----



     36.       Total  (Line  (xiii)  plus  Line  (xiv))
     -----



          Funds  from  Operations/
     37.       Annual  Service  Charge  (Line  (xi)  divided  by  Line  (xv))
     -----


<PAGE>

FEX4_30_1.DOC
"Funds  from  Operations"  and  "Annual Service Charge" are defined terms in the
Credit  Agreement.

Fixed  Charge  Coverage  Ratio
------------------------------


Calculation  of "Fixed Charge Coverage Ratio" as defined for purposes of Section
7.07(b).  Calculation as of __________________ for the period __________ through
__________:


     38.       Funds  from  Operations;
     -----



     39.       Net  Income
     -----     -----------



     40.       Plus:
     -----     -----



     41.            Depreciation  and  Amortization
     -----     ------------------------------------

     42.            Interest/Original  Issue  Discount
     -----     ---------------------------------------

     43.            Extraordinary  Charges
     -----     ---------------------------

     44.            Excess  Distributable  Funds
     -----     ---------------------------------



     45.       Minus:
     -----     ------



     46.            Gains on Sale of Properties and investment        securities
     -----     -----------------------------------------------------------------



     47.       Excess  Net  Income
     -----     -------------------



     48.       Total  (sums  of  Lines  (ii)  -  (vii) minus Lines (ix) and (x))
     -----     -----------------------------------------------------------------

          Interest/Original  Issue  Discount
          ----------------------------------



     49.       Fixed  Charge:
     -----     --------------



     50.            Interest/Original  Issue  Discount
     -----     ---------------------------------------

     51.            Principal  payments  on  Debt
     -----     ----------------------------------

     52.            Amounts  accrued  in  respect  of preferred            stock
     -----     -----------------------------------------------------------------



     53.       Total  (Sum  of  Line  (xiii),  Line  (xiv)  and  Line  xv))
     -----     ------------------------------------------------------------



     54.       Funds  from  Operations/Fixed  Charge  (Line (xi) divided by Line
     -----     -----------------------------------------------------------------
(xvi))
   ---




"Funds  from  Operations"  and  "Fixed  Charge"  are defined terms in the Credit
--------------------------------------------------------------------------------
Agreement.
----------



Minimum  Adjusted  Tangible  Net  Worth
---------------------------------------


Calculation  of  Adjusted  Tangible  Net  Worth


     55.       Net  Worth
     -----     ----------



     56.       Aggregate  Book  Value  of  Intangible  Assets  of  the  Borrower
     -----     -----------------------------------------------------------------



     57.       Difference  between  Line  (i)  and  Line  (ii)
     -----     -----------------------------------------------



     58.       Accumulated  Depreciation
     -----     -------------------------



     59.       Total  (Sum  of  Line  (iii)  and  Line  (iv))
     -----     ----------------------------------------------


Assets  Retained
----------------


Calculation  of Undepreciated Real Estate Assets subject to no lien to Unsecured
Debt  for  purposes  of  Section  7.13.


     60.       Undepreciated  Real  Estate Assets subject to no lien (other than
     -----     -----------------------------------------------------------------
Permitted  Liens)
 ----------------



     61.       Principal  outstanding  of  unsecured  debt
     -----     -------------------------------------------



     62.       150%  of  line  (ii)
     -----     --------------------



     63.       Excess  of  line  (i)  over  line  (iii)
     -----     ----------------------------------------


Total  Unsecured  Indebtedness  to  Adjusted  EBIDA  for  Unencumbered Property.
--------------------------------------------------------------------------------

     Calculation  as  of  _________________  for  the  period  _________ through
__________.


     i0     Total  Unsecured  Debt:
     --     -----------------------



     ii0     Debt
     ---     ----



     iii0     Minus:  Secured  Indebtedness
     ----     -----------------------------



     iv0     Total  (Line  2  minus  Line  3)
     ---     --------------------------------


     v0     Adjusted  EBIDA  for  Unencumbered  Property
     --     --------------------------------------------



          Funds  from  Operation:
     vi0     (components  limited  to  Unencumbered  Property)
     ---     -------------------------------------------------



     vii0     Net  Income
     ----     -----------



     viii0     Plus:
     -----     -----



     ix0     Depreciation  and  Amortization
     ---     -------------------------------



     x0     Interest/Original  Issue  Discount
     --     ----------------------------------



     xi0     Extraordinary  Charges
     ---     ----------------------



     xii0     Excess  Distributable  Funds
     ----     ----------------------------



     xiii0     Minus:
     -----     ------



     xiv0     Gains  on  Sale  of  Properties  and  Investment  Securities
     ----     ------------------------------------------------------------



     xv0     Excess  Net  Income
     ---     -------------------



     xvi0     Total  (Sums  of  Lines  (vii) - (xii) minus Lines (xiv) and (xv))
     ----     ------------------------------------------------------------------



          Minus:

     xvii0     Capital  Improvement  Reserve
     -----     -----------------------------



     xviii0     Adjusted EBIDA  for Unencumbered Property (Line (xvi) minus Line
     ------     ----------------------------------------------------------------
(xvii))
-------



     xix0     Total  Unsecured  Indebtedness/Adjusted  EBIDA  for  Unencumbered
     ----     -----------------------------------------------------------------
Property  (Line  (iv)  divided  by  Line  (xviii))
    ----------------------------------------------








<PAGE>





February  __,  2000


Weingarten  Realty  Investors
2600  Citadel  Plaza  Drive
Houston,  Texas  77018
Attention:  Bill  Robertson

Re:     First  Amendment  to Credit Agreement dated as of February __, 2000 (the
"Amendment")  by  and  between  Weingarten Realty Investors, a Texas real estate
investment  trust  ("Borrower"),  and  Bank of America, N.A., a national banking
association  in  its  capacities  as  agent  and  a  bank  ("Bank  of  America")


Gentlemen:

     This  letter  is  delivered to you in connection with the Amendment. Unless
otherwise defined herein, capitalized terms shall have the meanings set forth in
the  Loan  Agreement  and  in  the  Amendment.  In  connection  with,  and  in
consideration of the agreements contained in the Amendment, Borrower agrees with
Agent  as  follows:

Administrative  Fee.  On  the  first  day  of  the  Renewal  Period,  and on the
-------------------
anniversary  of such date each year during the Renewal Period, Borrower will pay
--------
an  administrative fee in the amount of $75,000 to Agent for its own account for
administrating  the  Loan  during  the  following  twelve  (12)  month  period.

Renewal  Fee.  On  the  first  day  of the Renewal Period, Borrower shall pay to
------------
Agent  a  renewal  fee in an amount equal to  50 bps on the entire commitment of
----
the  Banks  under  the  Revolving  Loan on such date.  Borrower acknowledges and
--
agrees  that  the  renewal  fee is a bona fide commitment fee and is intended as
--
reasonable  compensation  to  Banks  for  committing  to make funds available to
--
Borrower  and  for  no  other  purpose.  Agent shall be entitled to allocate the
--
Renewal  Fee  among  the  Banks  as  Agent  considers  appropriate  in  its sole
--
discretion,  but  without  prejudice  to  Borrower=s  refund  rights hereinafter
--
specified.
--

     Subject  to Borrower=s rights hereinafter specified, the fees payable above
shall be fully-earned upon becoming due and payable, shall be non-refundable for
any reason whatsoever and shall be in addition to any other fee, cost or expense
payable  pursuant  to  the  Loan  Agreement.


<PAGE>
Weingarten  Realty  Investors
February  __,  2000
Page  23


     Borrower  acknowledges that Bank of America desires that it be able to sell
down  the  Revolving  Loan  during  the  Renewal  Period  to  the  lesser of (a)
$35,000,000,  or  (b)  35% of  Bank of America=s current commitment (the "Target
                                                                          ------
Hold Position").  Therefor, Borrower agrees that it shall consider actions which
  -----------
are  reasonably  requested by Bank of America in order to enable Bank of America
to  sell  down the Revolving Loan to the Target Hold Position, including but not
limited to, modifying the Loan Documents to increase  the price spread, increase
the  renewal fee, revise financial covenants or make other structural changes to
the  Loan  Documents.

     If  Borrower  notifies  Bank  of  America  that Borrower elects the Renewal
Option (the date of such notice being called the "Notice Date"), Bank of America
will  endeavor to notify Borrower within fifteen (15) days after the Notice Date
of  what  changes  (the  "Anticipated  Changes"), if any, need to be made to the
price  spread,  or  any  other  part of the Revolving Loan, in order for Bank of
America  to  reach the Target Hold Position.  Borrower shall then have seven (7)
days  to  elect by notice in writing to Bank of America to either (a) accept the
proposed  modifications to the Revolving Loan, or (b) pay off the Revolving Loan
in  full  within sixty (60) days after expiration of the aforesaid seven (7) day
period.

     If  Borrower  accepts  the  Anticipated  Changes,  but, thereafter, Bank of
America determines that changes to the Anticipated Changes or other changes (the
"Actual  Changes")  are  necessary to enable Bank of America to reach the Target
Hold  Position,  Bank  of  America  shall give written notice to Borrower of the
Actual  Changes  and  Borrower shall have another seven (7) day period to either
accept (a) the Actual Changes or (b) elects to pay off the Revolving Loan within
sixty  (60)  days  after  expiration  of  the  aforesaid  seven  (7) day period:

     (x)     because the all-in pricing, including, without limitation, interest
rate,  price  spread  and fees, suggested by Bank of America in order to achieve
the Target Hold Position is such that Borrower would be required to pay interest
(including  fees) at a rate greater than the highest applicable interest rate in
effect  under  this  credit  facility (as amended by the Amendment) or under any
other  senior  credit facility of Borrower (but limited to bank revolving credit
facilities)  then  outstanding  or which was outstanding during the twelve month
period  prior  to  the  Renewal  Period  (herein collectively referred to as the
"Existing  Senior  Facilities"),  or

     (y)     because  the  revisions  to  the  financial  covenants or the other
structural  changes  to the Loan Documents suggested by Bank of America in order
to  achieve  the  Target  Hold  Position  are such that the proposed new loan is
materially  less  favorable  than  any  of  the  Existing  Senior  Facilities.

For  purposes of comparing the highest applicable interest rate in effect on any
of  the Existing Senior Facilities with that under the loan suggested by Bank of
America, all fees shall be amortized, prorated, allocated, and spread throughout
the  term  of  the  Indebtedness.


<PAGE>
     If  (i)  Bank of America notifies Borrower in writing of the Actual Changes
to  the Revolving Loan, and (ii) Borrower elects, for one or more of the reasons
specified  in  (x)  and  (y) above, to pay off the Revolving Loan in full within
sixty  (60)  days, then the Administrative Fee and Renewal Fee shall be refunded
at the time the Loan is completely paid off  in the following manner: The refund
of  the  Administrative  Fee  shall  be  equal to the Administrative Fee paid by
Borrower  multiplied  by  the  quotient of (a) the number of days of the Renewal
Period  which have not lapsed prior to Borrower=s paying off the Revolving Loan,
divided  by  (b) three hundred sixty-five (365).   The refund of the Renewal Fee
shall be equal to the Renewal Fee paid by Borrower multiplied by the quotient of
(i)  the  number  of  days  of the Renewal Period which have not lapsed prior to
Borrower=s  paying  off  the Revolving Loan, divided by (b) seven hundred thirty
(730).

     If  the  foregoing is in accordance with your understanding, please execute
and  return  this  letter  to  us.


Very  truly  yours,

BANK  OF  AMERICA,  N.A.,
as  Agent  and  a  Bank


By:
Name:
Title:

Accepted  and  Agreed  to
as  of  February  __,  2000:

WEINGARTEN  REALTY  INVESTORS

By:
Name:
Title: