WEINGARTEN REALTY INVESTORS

                        1999 EMPLOYEE SHARE PURCHASE PLAN

1.     Purpose
       -------

     The  primary  purpose  of this Plan is to encourage Share ownership by each
Eligible  Employee and each Eligible Trust Manager in the belief that such Share
ownership  will increase his or her interest in the success of Weingarten Realty
Investors,  a  Texas  real  estate  investment  trust  (the  "Company").

2.     Definitions
       -----------

     2.1.     The  term  "Account"  shall  mean the separate bookkeeping account
established  and  maintained  by the Plan Administrator for each Participant for
each  Purchase  Period  to record the contributions made on his or her behalf to
purchase  Shares  under  this  Plan.

     2.2.     The term "Beneficiary" shall mean the person designated as such in
accordance  with  Section  8.

     2.3.     The  term  "Board"  shall  mean the Board of Trust Managers of the
Company.

     2.4.     The  term  "Closing  Price"  (a) for the first business day of any
Purchase  Period  shall  mean the closing price for a share of Share as reported
for  such  day in The Wall Street Journal or in any successor to The Wall Street
Journal  or,  if  there is no such successor, in any publication selected by the
Committee  or,  if  no such closing price is so reported for such day, the first
such  closing  price  which is so reported after such day or, if no such closing
price is so reported during the two week period which begins on the first day of
such  Purchase  Period,  the  fair  market value of a Share as determined on the
first day of such Purchase Period by the Committee and (b) for the last business
day  of  a  Purchase Period shall mean the closing price for a Share as reported
for  such  day in The Wall Street Journal or in any successor to The Wall Street
Journal  or,  if  there is no such successor, in any publication selected by the
Committee  or,  if  no  such closing price is so reported for such day, the last
such  closing  price which is so reported before such day or, if no such closing
price  is  so  reported during the two week period which ends on the last day of
such  Purchase  Period, the fair market value of a Share as determined as of the
last  day  of  such  Purchase  Period  by  the  Committee.

     2.5.     The  term "Committee" shall mean the Compensation Committee of the
Board.

     2.6.     The term "Company" shall mean Weingarten Realty Investors, a Texas
real  estate  investment  trust.

     2.7.     The  term  "Election  Form"  shall mean the form which an Eligible
Employee  or  Eligible  Trust  Manager shall be required to properly complete in
writing  and  timely  file  at  least  15  days prior to the commencement of any
Purchase  Period  in order to make any of the elections available to an Eligible
Employee  or  Eligible  Trust  Manager  under  this  Plan.

     2.8.     The  term  "Eligible  Trust  Manager" shall mean a person who is a
member  of  the  Board.

     2.9.     The  term  "Eligible Employee" shall mean each officer or employee
of  a  Participating  Employer  who  is  shown  on  the  payroll  records  of  a
Participating  Employer  as  a  "benefits  eligible"  employee.

     2.10.     The term "Participant" shall mean (a) for each Purchase Period an
Eligible  Employee  or Eligible Trust Manager who has elected to purchase Shares
in accordance with Section 4 in such Purchase Period and (b) any person for whom
Shares  are  held  pending  delivery  under  Section  7.

     2.11.     The  term "Participating Employer" shall mean the Company and any
affiliated  entity  which  is  designated  as  such  by  the  Committee.

     2.12.     The term "Pay" means (i) in the case of an Eligible Employee, all
cash compensation paid to him or her for services to the Participating Employer,
including  regular  straight  time  earnings  or draw, overtime, commissions and
bonuses,  but  excluding  amounts  paid  as living allowance or reimbursement of
expenses  and  other similar payments; and (ii) in the case of an Eligible Trust
Manager,  all retainers and meeting and other service fees paid to him or her by
the  Participating  Employer.

     2.13.     The  term  "Pay  Day"  means the day as of which Pay is paid to a
Participant.

     2.14.     The  term "Plan" shall mean this Weingarten Realty Investors 1999
Share  Purchase  Plan,  effective as of April 1, 1999, and as thereafter amended
from  time  to  time.

     2.15.     The  term  "Plan  Administrator"  shall  mean  the Company or the
Company's  delegate.

     2.16.     The  term  "Purchase  Period"  shall  mean  a  period  set by the
Committee.  Unless changed by the Committee, each Purchase Period shall begin on
the  first  day  of  a calendar quarter and end on the last day of such calendar
quarter.  The  first  Purchase  Period  shall  commence  on  January 1, 1999 and
terminate  on  March  31,  1999.

     2.17.     The term "Purchase Price" for each Purchase Period shall mean 85%
of  the  lesser  of:  (a)  the Closing Price for a Share on the last day of such
Purchase  Period  and  (b) the greater of:  (i) the Closing Price for a Share on
the  first  day of such Purchase Period and (ii) the average Closing Price for a
Share  for  all  of  the  business  days  in  the  Purchase  Period.

     2.18.     The  term  "Rule  16b-3"  shall mean Rule 16b-3 promulgated under
Section  16(b)  of  the  Securities  Exchange  Act  of  1934, as amended, or any
successor  to  such  rule.


     2.19.     The  term  "Share"  shall  mean  the  common shares of beneficial
interest,  par  value  $.03  per share, of the Company.  The aggregate number of
Shares  available  for grant under this Plan shall not exceed 250,000 subject to
adjustment  pursuant  to  Section 17 hereof plus any Shares acquired by the Plan
Administrator  in  the open market for the Accounts of the Participants.  Shares
subject  to  the  Plan  may  be either authorized but unissued Shares, or Shares
hereafter  acquired  by  the  Company.

3.     Administration

     Except  for the exercise of those powers expressly granted to the Committee
to  determine  the Closing Price, who is a Participating Employer and to set the
Purchase  Period,  the  Plan  Administrator  shall  be  responsible  for  the
administration  of  this  Plan  and shall have the power in connection with such
administration to interpret the Plan and to take such other action in connection
with  such administration as the Plan Administrator deems necessary or equitable
under  the  circumstances.  The  Plan Administrator also shall have the power to
delegate  the  duty  to  perform  such  administrative  functions  as  the  Plan
Administrator deems appropriate under the circumstances.  Any person to whom the
duty  to  perform an administrative function is delegated shall act on behalf of
and  shall  be  responsible  to  the  Plan Administrator for such function.  Any
action  or  inaction  by  or on behalf of the Plan Administrator under this Plan
shall  be  final  and  binding  on  each  Eligible Employee, each Eligible Trust
Manager,  each Participant and on each other person who makes a claim under this
Plan  based  on  the  rights,  if any, of such Eligible Employee, Eligible Trust
Manager  or  Participant  under  this  Plan.

4.     Participation

     4.1.     Each  person  who  is  an  Eligible  Employee or an Eligible Trust
Manager  shall  be a Participant in this Plan for the related Purchase Period if
he  or  she  properly  completes and timely files an Election Form with the Plan
Administrator  to  elect  to  participate  in  this  Plan.  An Election Form may
require  an  Eligible  Employee  or  Eligible  Trust  Manager  to  provide  such
information and to agree to take such action (in addition to the action required
under  Section  5)  as  the Plan Administrator deems necessary or appropriate in
light  of  the  purpose  of  this Plan or for the orderly administration of this
Plan.

     4.2.     Notwithstanding  anything  herein to the contrary, no person shall
be  deemed  to  be  an  Eligible  Employee  or  an  Eligible  Trust  Manager:

     (a)     if  immediately  after  such  participation,  Participant would own
Shares,  and/or  hold  outstanding  options to purchase Shares, possessing 5% or
more of the total combined voting power or value of all classes of Shares of the
Company  (for  purposes  of  this  paragraph, the rules of Section 424(d) of the
Internal  Revenue  Code  of  1986,  as amended, shall apply in determining Share
ownership  of  any  Participant);  or

     (b)     if  such Participant's rights to purchase Shares under all employee
share  purchase  plans of the Company accrues at a rate which exceeds $25,000 in
fair  market value of the Shares (determined at the time of Plan enrollment) for
each  calendar  year  in  which  such  purchase  right  is  outstanding.

5.     Contributions
       -------------

     5.1.     Each Participant's Election Form under Section 4 shall specify the
contributions  that  he or she proposes to make for the related Purchase Period.
Such  contributions  shall  be  expressed  as  a  specific  dollar  amount  that
Participant  proposes to contribute in cash or a percentage of the Participant's
Pay that his or her Participant Employer is authorized to deduct from his or her
Pay  each  Pay  Day during the Purchase Period (or as a combination of such cash
and  such  payroll  deduction  contributions);  provided,  however:

     (a)     the  minimum  payroll  deduction for a Participant for each Pay Day
for  purposes  under  this  Plan  shall  be  $10.00,  and

     (b)     the  maximum contribution which a Participant may make for purposes
under  this  Plan  for  any  calendar  year  shall  be  $25,000.

     5.2.     A  Participant  shall  have the right to amend his or her Election
Form  at  any  time  to  reduce  or  to  stop his or her contributions, and such
election  shall  be  effective immediately for cash contributions and as soon as
practicable after the Plan Administrator actually receives such amended Election
Form  for  payroll  deductions.  A  withdrawal  shall  be  deducted  from  the
participant's  Account  as  of  the  date  the  Plan Administrator receives such
amended  Election  Form, and the actual withdrawal shall be effected by the Plan
Administrator  as soon as practicable after such date.  Participants who stop or
withhold  contributions for any Purchase Period may not participate again for at
least  six  months.

     5.3.     All payroll deductions made for a Participant shall be credited to
his  or  her  Account  as of the Pay Day as of which the deduction is made.  All
contributions  made by a Participant under this Plan, whether in cash or through
payroll  deductions,  shall  be  held  by  the  Company or by such Participant's
Participating  Employer, as agent for the Company.  All such contributions shall
be  held  as  part of the general assets of the Company and shall not be held in
trust  or  otherwise  segregated from the Company's general assets.  No interest
shall be paid or accrued on any such contributions.  Each Participant's right to
the  contributions credited to his or her Account shall be that of a general and
unsecured  creditor  of the Company.  Each Participating Employer shall have the
right  to  make  such provisions as it deems necessary or appropriate to satisfy
any  tax  laws  with  respect  to  purchases  of  Shares  made  under this Plan.

     5.4.     The  balance  credited  to  the  Account  of  an Eligible Employee
automatically  shall be refunded in full (without interest) if his or her status
as  an  employee  of  all  Participating  Employers  terminates  for  any reason
whatsoever  during  a Purchase Period and the balance credited to the Account of
an  Eligible  Trust  Manager  automatically  shall  be refunded in full (without
interest)  if  his  or  her  status  as a member of the Board terminates for any
reason  whatsoever during a Purchase Period.  Such refunds shall be made as soon
as  practicable  after  the  Plan  Administrator  has  actual notice of any such
termination.

6.     Purchase  of  Shares
       --------------------

     6.1.     If  a  Participant  is  an  Eligible Employee or an Eligible Trust
Manager through the end of a Purchase Period, the balance which remains credited
to  his or her Account at the end of such Purchase Period automatically shall be
applied  to  purchase  Shares  at  the  Purchase  Price for such Shares for such
Purchase Period.  Such Shares shall be purchased on behalf of the Participant by
operation  of  this  Plan  in  whole  and  fractional  Shares.

     6.2.     Except  as  specifically  provided  herein, the Participants shall
have  the  same  rights  and  privileges  under  the  Plan.  All  rules  and
determinations of the Board in the administration of the Plan shall be uniformly
and  consistently  applied  to  all  persons  in  similar  circumstances.

     6.3.     If the total Shares to be purchased on any date in accordance with
Section  6(a)  exceeds the Shares then available under the Plan (after deduction
of  all  Shares  that  have  been  purchased  under  Section  6(a)),  the  Plan
Administrator shall make a pro rata allocation of the Shares remaining available
in as neatly a uniform manner as shall be practical and as it shall determine to
be  equitable.

7.     Delivery
       --------

     A  book-entry  record  of the Shares purchased by each Participant shall be
maintained  by  the Company's transfer agent and no certificates shall be issued
for  such  Shares  except  to  the  extent  that  a  Participant specifically so
requests.  Notwithstanding the foregoing, when a refund is made to a participant
pursuant  to  Section 5.4, certificates shall be delivered to him or her for all
Shares  then  held  for  the  Participant  under  the Plan.  A Share certificate
delivered  to  a  Participant  shall be registered in his or her name or, if the
Participant  so  elects and is permissible under applicable law, in the names of
the  Participant  and  one  such  other  person  as  may  be  designated  by the
Participant,  as  joint  tenants  with  rights of survivorship.  However, (a) no
Share certificate representing a fractional share of Share shall be delivered to
a  Participant or to a Participant and any other person, (b) cash which the Plan
Administrator  deems  representative  of the value of a Participant's fractional
share  shall  be  distributed  (when  a  participant  requests a distribution of
certificates for all of the shares of Share held for him or her) in lieu of such
fractional  share  unless a Participant in light of Rule 16b-3 waives his or her
right  to  such cash payment and (c) the Plan Administrator shall have the right
to charge a participant for registering Share in the name of the Participant and
any other person. No Participant (or any person who makes a claim for, on behalf
of or in place of a participant) shall have any interest in any Share under this
Plan  until  they have been reflected in the book-entry record maintained by the
transfer  agent  or  the  certificate  for such Share has been delivered to such
person.

8.     Designation  of  Beneficiary
       ----------------------------

     A  Participant  may designate on his or her Election Form a Beneficiary (a)
who  shall receive the balance credited to his or her Account if the Participant
dies before the end of a Purchase Period and (b) who shall receive the Share, if
any, purchased for the Participant under this Plan if the Participant dies after
the end of a Purchase Period but before either the certificate representing such
Shares  has  been  delivered  to the Participant or before such Shares have been
credited  to  a  brokerage  account  maintained  for  the  Participant.  Such
designation  may  be revised in writing at any time by the Participant by filing
an  amended Election Form, and his or her revised designation shall be effective
at such time as the Plan Administrator receives such amended Election Form. If a
deceased  Participant  fails  to  designate  a  Beneficiary  or, if no person so
designated  survives  a  Participant or, if after checking his or her last known
mailing  address,  the  whereabouts  of  the  person  so  designated  survives a
Participant  or,  if  after  checking his or her last known mailing address, the
whereabouts  of  the  person  so  designated are unknown, then the Participant's
estate  shall be treated as his or her designated Beneficiary under this Section
8.

9.     Transferability  and  Dispositions
       ----------------------------------

     9.1.     Neither  the  balance  credited to a Participant's Account nor any
rights to receive Shares under this Plan may be assigned, encumbered, alienated,
transferred, pledged or otherwise disposed of in any way by a Participant during
his  or  her lifetime or by his or her Beneficiary or by any other person during
his  or  her  lifetime,  and  any  attempt  to  do  so  shall be without effect.

     9.2.     Except  as provided in the last sentence of this Section 9.2 or in
Section  7,  no  sale,  transfer  or other disposition may be made of any Shares
purchased  under  the  Plan until the second anniversary of such purchase.  If a
Participant  violates  the  foregoing  restriction, he or she shall remit to the
Company  an  amount of cash equal to the difference between the amount he or she
paid  for such Shares and the Closing price of such Shares on the date they were
purchased.  The  amount  to  be  remitted for purposes of the foregoing shall be
computed by the Plan Administrator, in its discretion, using a last-in-first-out
basis  of  accounting in the event that Shares for more than one Purchase Period
are  involved.  Notwithstanding  the foregoing, if a Participant who owns Shares
subject  to the foregoing restriction is determined by the Plan Administrator in
its  discretion to have a serious financial need for the proceeds of the sale of
such  Shares,  then  upon  application  made  by  the  Participant,  the  Plan
Administrator  shall consent to a sale of such Shares to the extent necessary to
satisfy  the serious financial need, and the Participant will not be required to
make  the  remittance  to  the  Company  described  in  this  Section  9.2.

10.     Securities  Registration
        ------------------------

     If the Company shall deem it necessary to register under the Securities Act
of  1933, as amended, or any other applicable statute any Shares purchased under
this Plan or to qualify any such Shares for an exemption from any such statutes,
the  Company shall take such action at its own expense.  If Shares are listed on
any national securities exchange at the time any Shares are purchased hereunder,
the  Company  shall  make  prompt  application  for the listing on such national
securities  exchange  of  such  Shares, at its own expense.  Purchases of Shares
hereunder  shall  be  postponed  as  necessary  pending  any  such  action.

11.     Compliance  with  Rule  16b-3
        -----------------------------

     All  elections  and transactions under this Plan by persons subject to Rule
16b-3 are intended to comply with at least one of the exemptive conditions under
Rule  16b-3.  The  Plan  Administrator  shall  establish  such  administrative
guidelines  to  facilitate compliance with at least one such exemptive condition
under  Rule  16b-3  as the Plan Administrator may deem necessary or appropriate.
If  any  provision  of this Plan or such administrative guidelines or any act or
omission with respect to this Plan (including any act or omission by an Eligible
Employee or an Eligible Trust Manager) fails to satisfy such exemptive condition
under  Rule  16b-3  or  otherwise  is  inconsistent  with  such  condition, such
provision,  guidelines  or  act  or  omission  shall  be  deemed  null and void.

12.     Amendment  or  Termination
        --------------------------

     This  Plan may be amended by the Board from time to time to the extent that
the  Board  deems  necessary  or  appropriate,  and  any such amendment shall be
subject  to  the  approval  of  the  Company's  shareholders  to the extent such
approval  is  required under the laws of the State of Texas, federal tax laws or
to  the  extent  such  approval is required to meet the security holder approval
requirements  under  Rule  16b-3;  provided,  however,  no  amendment  shall  be
retroactive unless the Board in its discretion determines that such amendment is
in  the best interest of the Company or such amendment is required by applicable
law  to be retroactive.  The Board also may terminate this Plan and any Purchase
Period  at  any  time  (together  with any related contribution election) or may
terminate any Purchase Period (together with any related contribution elections)
at  any time; provided, however, no such termination shall be retroactive unless
the  Board  determines  that  applicable law requires a retroactive termination.

13.     Notices
        -------

     All  Election Forms and other communications from a Participant to the Plan
Administrator  under,  or  in connection with, this Plan shall be deemed to have
been  filed  with  the  Plan  Administrator  when  actually received in the form
specified  by  the  Plan  Administrator  at  the  location,  or  by  the person,
designated  by  the Plan Administrator for the receipt of any such Election Form
and  communications.

14.     Employment
        ----------

     The  right  to  elect  to  participate in this Plan shall not constitute an
offer  of  employment or membership on the Board, and no election to participate
in  this  Plan shall constitute an employment agreement for an Eligible Employee
or  an agreement with respect to Board membership for an Eligible Trust Manager.
Any  such  right  or election shall have no bearing whatsoever on the employment
relationship between an Eligible Employee and any other person or on an Eligible
Trust  Manager's status as a member of the Board.  Finally, no Eligible Employee
shall be induced to participate in this Plan, or shall participate in this Plan,
with  the  expectation  that  such  participation  will  lead  to  employment or
continued  employment,  and  no  Eligible  Trust  Manager  shall  be  induced to
participate  in  this  Plan,  or  shall  participate  in  this  Plan,  with  the
expectation  that  such  participation  will lead to continued membership on the
Board.

15.     Changes  in  Capital  Structure
        -------------------------------

     15.1.     In  the  event  that  the  outstanding  Shares of the Company are
hereafter  increased  or  decreased or changed into or exchanged for a different
number  or  kind  of  Shares  or  other  securities of the Company or of another
corporation,  by  reason  of  any  reorganization,  merger,  consolidation,
recapitalization,  reclassification,  Share  split-up,  combination of Shares or
dividend payable in Shares, appropriate adjustment shall be made by the Board in
the  number  or kind of Shares as to which a right granted under this Plan shall
be  exercisable, to the end that the right holder's proportionate interest shall
be  maintained as before the occurrence of such event.  Any such adjustment made
by  the  Board  shall  be  conclusive.

     15.2.     If  the  Company is not the surviving or resulting corporation in
any  reorganization,  merger,  consolidation or recapitalization, this Plan, and
the  Company's rights, duties and obligations hereunder, shall be assumed by the
surviving  or  resulting corporation and the rights of a Participant to purchase
Shares  shall  continue  in  full  force  and  effect.

16.     Headings,  References  and  Construction
        ----------------------------------------

     The headings to sections in this Plan have been included for convenience of
reference only.  This Plan shall be interpreted and construed in accordance with
the  laws  of  the  State  of  Texas.

17.     Shareholder  Approval
        ---------------------

     17.1.     This Plan is intended to be a "Qualified Plan" within the meaning
of  Section  423 of the Internal Revenue Code of 1986, as amended.  Accordingly,
the  Company  will  seek  shareholder  approval  of  the Plan at the next annual
meeting of the Company's shareholders.  If shareholder approval is not obtained,
the  Board  of  Trust  Managers  may  terminate the Plan in its sole discretion.