**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**WASHINGTON,      D.C. 20549**

**FORM      10-Q**

| **(Mark                One)**                                                                               |
|-------------------------------------------------------------------------------------------------------------|
| **x**                                                                                                       | **QUARTERLY                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                ACT OF                1934** |
|                                                                                                        |   |
| **For                the quarter ended June 30, 2006**                                                      |
|                                                                                                        |   |
| **OR**                                                                                                      |
|                                                                                                        |   |
| **¨**                                                                                                  | **TRANSITION                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                ACT OF                1934** |
|                                                                                                        |   |
| **For                the transition period from [__________________] to                [________________]** |
|                                                                                                        |
| **Commission                file number 1-9876**                                                            |

**WEINGARTEN      REALTY INVESTORS**

**(Exact      name of registrant as specified in its charter)**

| **TEXAS**                                                                                        |   | **74-1464203**                                       |
|--------------------------------------------------------------------------------------------------|--------|------------------------------------------------------|
| **(State                or other jurisdiction of incorporation or                organization)** |   | **(IRS                Employer Identification No.)** |
| **2600                Citadel Plaza Drive**                                                      |   |                                                 |
| **P.O.                Box 924133**                                                               |   |                                                 |
| **Houston,                Texas**                                                                |   | **77292-4133**                                       |
| **(Address                of principal executive offices)**                                      |   | **(Zip                Code)**                        |
| **(713)                866-6000**                                                                |
| **(Registrant's                telephone number)**                                               |

----

| **(Former                name, former address and former fiscal year, if changed since last                report)** |
|----------------------------------------------------------------------------------------------------------------------|

----

**PART      I-FINANCIAL INFORMATION**

**ITEM      1.**
**Consolidated      Financial Statements**

**WEINGARTEN      REALTY INVESTORS**

**STATEMENTS      OF CONSOLIDATED INCOME AND COMPREHENSIVE INCOME**

**(Unaudited)**

**(In      thousands, except per share amounts)**

|                                                                   |   | Three                Months Ended |    | Six                Months Ended |   |
|------------------------------------------------------------------------|--------|-----------------------------------|---------|---------------------------------|--------|
|                                                                   |   | June                30,           |    | June                30,         |   |
|                                                                   |   | 2006                              |    | 2005                            |   | 2006 |   | 2005 |   |
|                                                                   |   |                              |    |                            |   |   |   |   |   |
| Revenues:                                                              |   |                              |    |                            |   |   |   |   |   |
| Rentals                                                                |   | $                                 | 138,265 |                            | $      | 127,855 |   | $ | 273,204 |   | $ | 252,945 |   |
| Other                                                                  |   |                              | 1,336   |                            |   | 2,933 |   |   | 3,545 |   |   | 3,708 |   |
| Total                                                                  |   |                              | 139,601 |                            |   | 130,788 |   |   | 276,749 |   |   | 256,653 |   |
| Expenses:                                                              |   |                              |    |                            |   |   |   |   |   |   |   |   |   |
| Depreciation                and amortization                           |   |                              | 32,045  |                            |   | 29,714 |   |   | 63,677 |   |   | 58,382 |   |
| Operating                                                              |   |                              | 21,919  |                            |   | 18,474 |   |   | 41,201 |   |   | 36,829 |   |
| Ad                valorem taxes                                        |   |                              | 16,331  |                            |   | 15,056 |   |   | 32,363 |   |   | 30,016 |   |
| General                and administrative                              |   |                              | 5,648   |                            |   | 4,522 |   |   | 11,003 |   |   | 8,769 |   |
| Total                                                                  |   |                              | 75,943  |                            |   | 67,766 |   |   | 148,244 |   |   | 133,996 |   |
|                                                                   |   |                              |    |                            |   |   |   |   |   |   |   |   |   |
| Operating                Income                                        |   |                              | 63,658  |                            |   | 63,022 |   |   | 128,505 |   |   | 122,657 |   |
| Interest                Expense, net                                   |   |                              | (34,741 | )                               |   | (32,287 | ) |   | (69,178 | ) |   | (63,323 | ) |
| Interest                and Other Income                               |   |                              | 579     |                            |   | 109 |   |   | 2,046 |   |   | 428 |   |
| Equity                in Earnings of Joint Ventures, net               |   |                              | 4,547   |                            |   | 1,619 |   |   | 8,613 |   |   | 2,893 |   |
| Income                Allocated to Minority Interests                  |   |                              | (1,644  | )                               |   | (1,745 | ) |   | (3,301 | ) |   | (3,145 | ) |
| Gain                on Sale of Properties                              |   |                              | 47      |                            |   | 22,006 |   |   | 137 |   |   | 21,979 |   |
| Gain                on Land and Merchant Development Sales             |   |                              |    |                            |   |   |   |   | 1,676 |   |   |   |   |
| Benefit                (Provision) for Income Taxes                    |   |                              | 371     |                            |   |   |   |   | (148 | ) |   |   |   |
| Income                from Continuing Operations                       |   |                              | 32,817  |                            |   | 52,724 |   |   | 68,350 |   |   | 81,489 |   |
| Operating                Income from Discontinued Operations           |   |                              | 1,339   |                            |   | 3,654 |   |   | 3,367 |   |   | 7,336 |   |
| Gain                on Sale of Properties from Discontinued Operations |   |                              | 56,110  |                            |   | 13,827 |   |   | 73,158 |   |   | 17,942 |   |
| Income                from Discontinued Operations                     |   |                              | 57,449  |                            |   | 17,481 |   |   | 76,525 |   |   | 25,278 |   |
| Net                Income                                              |   |                              | 90,266  |                            |   | 70,205 |   |   | 144,875 |   |   | 106,767 |   |
| Dividends                on Preferred Shares                           |   |                              | (2,525  | )                               |   | (2,526 | ) |   | (5,050 | ) |   | (5,051 | ) |
| Net                Income Available to Common Shareholders             |   | $                                 | 87,741  |                            | $      | 67,679 |   | $ | 139,825 |   | $ | 101,716 |   |
| Net                Income Per Common Share - Basic:                    |   |                              |    |                            |   |   |   |   |   |   |   |   |   |
| Income                from Continuing Operations                       |   | $                                 | 0.34    |                            | $      | 0.56 |   | $ | 0.71 |   | $ | 0.86 |   |
| Income                from Discontinued Operations                     |   |                              | 0.64    |                            |   | 0.20 |   |   | 0.85 |   |   | 0.28 |   |
| Net                Income                                              |   | $                                 | 0.98    |                            | $      | 0.76 |   | $ | 1.56 |   | $ | 1.14 |   |
| Net                Income Per Common Share - Diluted:                  |   |                              |    |                            |   |   |   |   |   |   |   |   |   |
| Income                from Continuing Operations                       |   | $                                 | 0.34    |                            | $      | 0.55 |   | $ | 0.71 |   | $ | 0.85 |   |
| Income                from Discontinued Operations                     |   |                              | 0.61    |                            |   | 0.19 |   |   | 0.82 |   |   | 0.27 |   |
| Net                Income                                              |   | $                                 | 0.95    |                            | $      | 0.74 |   | $ | 1.53 |   | $ | 1.12 |   |
|                                                                   |   |                              |    |                            |   |   |   |   |   |   |   |   |   |
| Net                Income                                              |   | $                                 | 90,266  |                            | $      | 70,205 |   | $ | 144,875 |   | $ | 106,767 |   |
| Other                Comprehensive Income:                             |   |                              |    |                            |   |   |   |   |   |   |   |   |   |
| Unrealized                gain on derivatives                          |   |                              | 2,720   |                            |   |   |   |   | 6,471 |   |   |   |   |
| Amortization                of loss on derivatives                     |   |                              | 86      |                            |   | 85 |   |   | 171 |   |   | 169 |   |
| Other                Comprehensive Income                              |   |                              | 2,806   |                            |   | 85 |   |   | 6,642 |   |   | 169 |   |
| Comprehensive                Income                                    |   | $                                 | 93,072  |                            | $      | 70,290 |   | $ | 151,517 |   | $ | 106,936 |   |

----

**WEINGARTEN      REALTY INVESTORS**

**CONSOLIDATED      BALANCE SHEETS**

**(Unaudited)**

**(In      thousands, except per share amounts)**

|                                                                                                                                                                                                                        |   | June                30, |      | December                31, |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------|-----------|-----------------------------|--------|
|                                                                                                                                                                                                                        |   | 2006                    |      | 2005                        |   |
|                                                                                                                                                                                                                        |   |                    |      |                        |   |
| ASSETS                                                                                                                                                                                                                      |   |                    |      |                        |   |
| Property                                                                                                                                                                                                                    |   | $                       | 4,114,530 |                        | $      | 4,033,579 |   |
| Accumulated                Depreciation                                                                                                                                                                                     |   |                    | (695,979  | )                           |   | (679,642 | ) |
| Property                - net                                                                                                                                                                                               |   |                    | 3,418,551 |                        |   | 3,353,937 |   |
| Investment                in Real Estate Joint Ventures                                                                                                                                                                     |   |                    | 94,900    |                        |   | 84,348 |   |
| Total                                                                                                                                                                                                                       |   |                    | 3,513,451 |                        |   | 3,438,285 |   |
| Notes                Receivable from Real Estate Joint Ventures and                Partnerships                                                                                                                             |   |                    | 20,467    |                        |   | 42,195 |   |
| Unamortized                Debt and Lease Costs                                                                                                                                                                             |   |                    | 96,791    |                        |   | 95,616 |   |
| Accrued                Rent and Accounts Receivable (net of allowance for doubtful accounts                of                $4,985 in 2006 and $4,673 in 2005)                                                             |   |                    | 50,273    |                        |   | 60,905 |   |
| Cash                and Cash Equivalents                                                                                                                                                                                    |   |                    | 132,858   |                        |   | 42,690 |   |
| Restricted                Deposits and Mortgage Escrows                                                                                                                                                                     |   |                    | 13,550    |                        |   | 11,747 |   |
| Other                                                                                                                                                                                                                       |   |                    | 70,598    |                        |   | 46,303 |   |
| Total                                                                                                                                                                                                                       |   | $                       | 3,897,988 |                        | $      | 3,737,741 |   |
|                                                                                                                                                                                                                        |   |                    |      |                        |   |   |   |
| LIABILITIES                AND SHAREHOLDERS' EQUITY                                                                                                                                                                         |   |                    |      |                        |   |   |   |
| Debt                                                                                                                                                                                                                        |   | $                       | 2,373,399 |                        | $      | 2,299,855 |   |
| Accounts                Payable and Accrued Expenses                                                                                                                                                                        |   |                    | 100,059   |                        |   | 102,143 |   |
| Other                                                                                                                                                                                                                       |   |                    | 120,815   |                        |   | 102,099 |   |
| Total                                                                                                                                                                                                                       |   |                    | 2,594,273 |                        |   | 2,504,097 |   |
| Minority                Interest                                                                                                                                                                                            |   |                    | 84,913    |                        |   | 83,358 |   |
|                                                                                                                                                                                                                        |   |                    |      |                        |   |   |   |
| Commitments                and Contingencies                                                                                                                                                                                |   |                    |      |                        |   |   |   |
|                                                                                                                                                                                                                        |   |                    |      |                        |   |   |   |
| Shareholders'                Equity:                                                                                                                                                                                        |   |                    |      |                        |   |   |   |
| Preferred                Shares of Beneficial Interest - par value, $.03 per share; shares                authorized: 10,000;                                                                                               |   |                    |      |                        |   |   |   |
| 6.75%                Series D cumulative redeemable preferred shares of beneficial interest;                100 shares issued and outstanding in 2006 and 2005; liquidation preference                $75,000               |   |                    | 3         |                        |   | 3 |   |
| 6.95%                Series E cumulative redeemable preferred shares of beneficial interest;                29                shares issued and outstanding in 2006 and 2005; liquidation preference                $72,500 |   |                    | 1         |                        |   | 1 |   |
| Common                Shares of Beneficial Interest - par value, $.03 per share; shares                authorized: 150,000; shares issued and outstanding: 89,705 in 2006                and                89,403 in 2005  |   |                    | 2,700     |                        |   | 2,686 |   |
| Additional                Paid In Capital                                                                                                                                                                                   |   |                    | 1,293,826 |                        |   | 1,288,432 |   |
| Accumulated                Dividends in Excess of Net Income                                                                                                                                                                |   |                    | (76,321   | )                           |   | (132,786 | ) |
| Accumulated                Other Comprehensive Loss                                                                                                                                                                         |   |                    | (1,407    | )                           |   | (8,050 | ) |
| Shareholders'                Equity                                                                                                                                                                                         |   |                    | 1,218,802 |                        |   | 1,150,286 |   |
| Total                                                                                                                                                                                                                       |   | $                       | 3,897,988 |                        | $      | 3,737,741 |   |

----

**WEINGARTEN      REALTY INVESTORS**

**STATEMENTS      OF CONSOLIDATED CASH FLOWS**

**(Unaudited)**

**(Amounts      in thousands)**

|                                                                                                            |   | Six                Months Ended |     |
|-----------------------------------------------------------------------------------------------------------------|--------|---------------------------------|----------|
|                                                                                                            |   | June                30,         |     |
|                                                                                                            |   | 2006                            |     | 2005 |   |
|                                                                                                            |   |                            |     |   |   |
| Cash                Flows from Operating Activities:                                                            |   |                            |     |   |   |
| Net                income                                                                                       |   | $                               | 144,875  |   | $ | 106,767 |   |
| Adjustments                to reconcile net income to net cash provided by operating                activities: |   |                            |     |   |   |   |   |
| Depreciation                and amortization                                                                    |   |                            | 65,535   |   |   | 62,581 |   |
| Equity                in earnings of joint ventures, net                                                        |   |                            | (8,613   | ) |   | (2,964 | ) |
| Income                allocated to minority interests                                                           |   |                            | 3,301    |   |   | 3,145 |   |
| Gain                on sale of properties                                                                       |   |                            | (74,971  | ) |   | (39,921 | ) |
| Distributions                of income from unconsolidated entities                                             |   |                            | 873      |   |   | 1,993 |   |
| Changes                in accrued rent and accounts receivable                                                  |   |                            | 10,209   |   |   | 10,469 |   |
| Changes                in other assets                                                                          |   |                            | (35,603  | ) |   | (15,429 | ) |
| Changes                in accounts payable and accrued expenses                                                 |   |                            | 1,415    |   |   | (16,002 | ) |
| Other,                net                                                                                       |   |                            | 889      |   |   | 396 |   |
| Net                cash provided by operating activities                                                        |   |                            | 107,910  |   |   | 111,035 |   |
|                                                                                                            |   |                            |     |   |   |   |   |
| Cash                Flows from Investing Activities:                                                            |   |                            |     |   |   |   |   |
| Investment                in properties                                                                         |   |                            | (176,108 | ) |   | (125,085 | ) |
| Proceeds                from sales and disposition of property, net                                             |   |                            | 165,556  |   |   | 109,328 |   |
| Changes                in restricted deposits and mortgage escrows                                              |   |                            | (1,245   | ) |   | (3,158 | ) |
| Notes                receivable:                                                                                |   |                            |     |   |   |   |   |
| Advances                                                                                                        |   |                            | (14,024  | ) |   | (9,087 | ) |
| Collections                                                                                                     |   |                            | 35,770   |   |   | 1,856 |   |
| Real                estate joint ventures and partnerships:                                                     |   |                            |     |   |   |   |   |
| Investments                                                                                                     |   |                            | (8,099   | ) |   | (4,611 | ) |
| Distributions                                                                                                   |   |                            | 10,501   |   |   | 1,128 |   |
| Net                cash provided by (used in) investing activities                                              |   |                            | 12,351   |   |   | (29,629 | ) |
|                                                                                                            |   |                            |     |   |   |   |   |
| Cash                Flows from Financing Activities:                                                            |   |                            |     |   |   |   |   |
| Proceeds                from issuance of:                                                                       |   |                            |     |   |   |   |   |
| Debt                                                                                                            |   |                            | 71,802   |   |   | 46,217 |   |
| Common                shares of beneficial interest, net                                                        |   |                            | 715      |   |   | 1,882 |   |
| Principal                payments of debt                                                                       |   |                            | (14,685  | ) |   | (46,652 | ) |
| Common                and preferred dividends paid                                                              |   |                            | (88,410  | ) |   | (83,518 | ) |
| Other,                net                                                                                       |   |                            | 485      |   |   | 795 |   |
| Net                cash used in financing activities                                                            |   |                            | (30,093  | ) |   | (81,276 | ) |
|                                                                                                            |   |                            |     |   |   |   |   |
| Net                increase in cash and cash equivalents                                                        |   |                            | 90,168   |   |   | 130 |   |
| Cash                and cash equivalents at January 1                                                           |   |                            | 42,690   |   |   | 45,415 |   |
|                                                                                                            |   |                            |     |   |   |   |   |
| Cash                and cash equivalents at June 30                                                             |   | $                               | 132,858  |   | $ | 45,545 |   |

----

**WEINGARTEN      REALTY INVESTORS**

**NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS**

**(Unaudited)**

**Note      1.**
**Interim      Financial Statements**

*Basis      of Presentation*

*Revenue      Recognition*

*Partially      Owned Joint Ventures and Partnerships*

*Property*

----

*Interest      Capitalization*

*Deferred      Charges*

*Sales      of Real Estate*

----

*Accrued      Rent and Accounts Receivable*

*Restricted      Deposits and Mortgage Escrows*

*Other      Assets*

*Per      Share Data*

|                                                                 |   | Three                Months Ended |   | Six                Months Ended |   |
|----------------------------------------------------------------------|--------|-----------------------------------|--------|---------------------------------|--------|
|                                                                 |   | June                30,           |   | June                30,         |   |
|                                                                 |   | 2006                              |   | 2005                            |   | 2006 |   | 2005 |   |
|                                                                 |   |                              |   |                            |   |   |   |   |   |
| Numerator:                                                           |   |                              |   |                            |   |   |   |   |   |
| Net                income available to common shareholders - basic   |   | $                                 | 87,741 |                            | $      | 67,679 |   | $ | 139,825 |   | $ | 101,716 |   |
| Income                attributable to operating partnership units    |   |                              | 1,368  |                            |   | 1,339 |   |   | 2,768 |   |   | 2,573 |   |
|                                                                 |   |                              |   |                            |   |   |   |   |   |   |   |   |   |
| Net                income available to common shareholders - diluted |   | $                                 | 89,109 |                            | $      | 69,018 |   | $ | 142,593 |   | $ | 104,289 |   |
|                                                                 |   |                              |   |                            |   |   |   |   |   |   |   |   |   |
| Denominator:                                                         |   |                              |   |                            |   |   |   |   |   |   |   |   |   |
| Weighted                average shares outstanding - basic           |   |                              | 89,519 |                            |   | 89,178 |   |   | 89,446 |   |   | 89,150 |   |
| Effect                of dilutive securities:                        |   |                              |   |                            |   |   |   |   |   |   |   |   |   |
| Share                options and awards                              |   |                              | 854    |                            |   | 949 |   |   | 905 |   |   | 944 |   |
| Operating                partnership units                           |   |                              | 3,160  |                            |   | 3,043 |   |   | 3,151 |   |   | 3,024 |   |
|                                                                 |   |                              |   |                            |   |   |   |   |   |   |   |   |   |
| Weighted                average shares outstanding - diluted         |   |                              | 93,533 |                            |   | 93,170 |   |   | 93,502 |   |   | 93,118 |   |

----

*Income      Taxes*

*Cash      Flow Information*

*Reclassifications*

**Note      2.**
**Newly      Adopted Accounting Pronouncements**

----

|                                                                                                                                       |   | Three                Months Ended |   | Six                Months Ended |   |
|--------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------|--------|---------------------------------|--------|
|                                                                                                                                       |   | June                30,           |   | June                30,         |   |
|                                                                                                                                       |   | 2005                              |   | 2005                            |   |
|                                                                                                                                       |   |                              |   |                            |   |
| Net                income available to common shareholders                                                                                 |   | $                                 | 67,679 |                            | $      | 101,716 |   |
| Stock-based                employee compensation included in net income available to common                shareholders                    |   |                              | 114    |                            |   | 197 |   |
| Stock-based                employee compensation determined under the fair value-based method                for all                awards |   |                              | (213   | )                               |   | (425 | ) |
|                                                                                                                                       |   |                              |   |                            |   |   |   |
| Pro                forma net income available to common shareholders                                                                       |   | $                                 | 67,580 |                            | $      | 101,488 |   |
|                                                                                                                                       |   |                              |   |                            |   |   |   |
| Net                income per common share:                                                                                                |   |                              |   |                            |   |   |   |
| Basic                - as reported                                                                                                         |   | $                                 | .76    |                            | $      | 1.14 |   |
|                                                                                                                                       |   |                              |   |                            |   |   |   |
| Basic                - pro forma                                                                                                           |   | $                                 | .76    |                            | $      | 1.14 |   |
|                                                                                                                                       |   |                              |   |                            |   |   |   |
|                                                                                                                                       |   |                              |   |                            |   |   |   |
| Net                income per common share:                                                                                                |   |                              |   |                            |   |   |   |
| Diluted                - as reported                                                                                                       |   | $                                 | .74    |                            | $      | 1.12 |   |
|                                                                                                                                       |   |                              |   |                            |   |   |   |
| Diluted                - pro forma                                                                                                         |   | $                                 | .74    |                            | $      | 1.12 |   |

----

**Note      3.**
**Discontinued      Operations**

**Note      4.**
**Derivatives      and Hedging**

----

**Note      5.**
**Debt**

|                                                                          |   | June                30, |      | December                31, |   |
|-------------------------------------------------------------------------------|--------|-------------------------|-----------|-----------------------------|--------|
|                                                                          |   | 2006                    |      | 2005                        |   |
|                                                                          |   |                    |      |                        |   |
| Debt                payable to 2030 at 4.0% to 8.9%                           |   | $                       | 2,053,328 |                        | $      | 2,049,470 |   |
| Unsecured                notes payable under revolving credit agreements      |   |                    | 281,800   |                        |   | 210,000 |   |
| Obligations                under capital leases                               |   |                    | 33,460    |                        |   | 33,460 |   |
| Industrial                revenue bonds payable to 2015 at 4.6% to 6.6%  |   |                    | 4,811     |                        |   | 6,925 |   |
|                                                                          |   |                    |      |                        |   |   |   |
| Total                                                                         |   | $                       | 2,373,399 |                        | $      | 2,299,855 |   |

|                                                                                              |   | June                30, |      | December                31, |   |
|---------------------------------------------------------------------------------------------------|--------|-------------------------|-----------|-----------------------------|--------|
|                                                                                              |   | 2006                    |      | 2005                        |   |
|                                                                                              |   |                    |      |                        |   |
| As                to interest rate (including the effects of interest rate                swaps): |   |                    |      |                        |   |
| Fixed-rate                debt                                                                    |   | $                       | 1,995,019 |                        | $      | 1,986,059 |   |
| Variable-rate                debt                                                                 |   |                    | 378,380   |                        |   | 313,796 |   |
|                                                                                              |   |                    |      |                        |   |   |   |
| Total                                                                                             |   | $                       | 2,373,399 |                        | $      | 2,299,855 |   |
|                                                                                              |   |                    |      |                        |   |   |   |
| As                to collateralization:                                                           |   |                    |      |                        |   |   |   |
| Unsecured                debt                                                                     |   | $                       | 1,522,072 |                        | $      | 1,457,805 |   |
| Secured                debt                                                                       |   |                    | 851,327   |                        |   | 842,050 |   |
|                                                                                              |   |                    |      |                        |   |   |   |
| Total                                                                                             |   | $                       | 2,373,399 |                        | $      | 2,299,855 |   |

----

| 2006       |   | $      | 27,026  |   |
|------------|--------|--------|---------|--------|
| 2007       |   |   | 104,208 |   |
| 2008       |   |   | 261,748 |   |
| 2009       |   |   | 110,140 |   |
| 2010       |   |   | 114,769 |   |
| 2011       |   |   | 326,895 |   |
| 2012       |   |   | 300,515 |   |
| 2013       |   |   | 292,440 |   |
| 2014       |   |   | 331,018 |   |
| 2015       |   |   | 112,865 |   |
| Thereafter |   |   | 95,923  |   |

**Note      6.**
**Property**

|                                      |   | June                30, |      | December                31, |   |
|-------------------------------------------|--------|-------------------------|-----------|-----------------------------|--------|
|                                      |   | 2006                    |      | 2005                        |   |
|                                      |   |                    |      |                        |   |
| Land                                      |   | $                       | 771,870   |                        | $      | 761,454 |   |
| Land                held for development  |   |                    | 21,254    |                        |   | 20,634 |   |
| Land                under development     |   |                    | 59,621    |                        |   | 16,895 |   |
| Buildings                and improvements |   |                    | 3,205,029 |                        |   | 3,195,207 |   |
| Construction-in                progress   |   |                    | 48,256    |                        |   | 39,389 |   |
| Property                held for sale     |   |                    | 8,500     |                        |   |   |   |
| Total                                     |   | $                       | 4,114,530 |                        | $      | 4,033,579 |   |

----

**Note      7.**
**Investments      in Real Estate Joint Ventures**

|                                    |   | June                30, |    | December                31, |   |
|-----------------------------------------|--------|-------------------------|---------|-----------------------------|--------|
|                                    |   | 2006                    |    | 2005                        |   |
| Combined                Balance Sheets  |   |                    |    |                        |   |
|                                    |   |                    |    |                        |   |
| Property                                |   | $                       | 492,491 |                        | $      | 397,689 |   |
| Accumulated                depreciation |   |                    | (34,185 | )                           |   | (32,032 | ) |
| Property                - net           |   |                    | 458,306 |                        |   | 365,657 |   |
|                                    |   |                    |    |                        |   |   |   |
| Other                assets             |   |                    | 75,303  |                        |   | 61,543 |   |
|                                    |   |                    |    |                        |   |   |   |
| Total                                   |   | $                       | 533,609 |                        | $      | 427,200 |   |
|                                    |   |                    |    |                        |   |   |   |
| Debt                                    |   | $                       | 233,256 |                        | $      | 136,182 |   |
| Amounts                payable to WRI   |   |                    | 21,086  |                        |   | 43,239 |   |
| Other                liabilities        |   |                    | 13,370  |                        |   | 12,081 |   |
| Accumulated                equity       |   |                    | 265,897 |                        |   | 235,698 |   |
|                                    |   |                    |    |                        |   |   |   |
| Total                                   |   | $                       | 533,609 |                        | $      | 427,200 |   |

----

|                                                       |   | Three                Months Ended |   | Six                Months Ended |   |
|------------------------------------------------------------|--------|-----------------------------------|--------|---------------------------------|--------|
|                                                       |   | June                30,           |   | June                30,         |   |
|                                                       |   | 2006                              |   | 2005                            |   | 2006 |   | 2005 |   |
|                                                       |   |                              |   |                            |   |   |   |   |   |
| Combined                Statements of Income               |   |                              |   |                            |   |   |   |   |   |
|                                                       |   |                              |   |                            |   |   |   |   |   |
| Revenues                                                   |   | $                                 | 13,567 |                            | $      | 10,330 |   | $ | 25,515 |   | $ | 18,816 |   |
|                                                       |   |                              |   |                            |   |   |   |   |   |   |   |   |   |
| Expenses:                                                  |   |                              |   |                            |   |   |   |   |   |   |   |   |   |
| Interest                                                   |   |                              | 4,127  |                            |   | 2,648 |   |   | 7,459 |   |   | 4,635 |   |
| Depreciation                and amortization               |   |                              | 3,172  |                            |   | 2,474 |   |   | 5,971 |   |   | 4,504 |   |
| Operating                                                  |   |                              | 1,737  |                            |   | 1,267 |   |   | 3,293 |   |   | 2,389 |   |
| Ad                valorem taxes                            |   |                              | 1,379  |                            |   | 1,188 |   |   | 2,586 |   |   | 2,325 |   |
| General                and administrative                  |   |                              | 138    |                            |   | 172 |   |   | 259 |   |   | 281 |   |
|                                                       |   |                              |   |                            |   |   |   |   |   |   |   |   |   |
| Total                                                      |   |                              | 10,553 |                            |   | 7,749 |   |   | 19,568 |   |   | 14,134 |   |
|                                                       |   |                              |   |                            |   |   |   |   |   |   |   |   |   |
| Gain                on land and merchant development sales |   |                              |   |                            |   |   |   |   | 555 |   |   |   |   |
| Gain                (loss) on sale of property             |   |                              | 3,442  |                            |   | (6 | ) |   | 5,992 |   |   | (8 | ) |
|                                                       |   |                              |   |                            |   |   |   |   |   |   |   |   |   |
| Net                Income                                  |   | $                                 | 6,456  |                            | $      | 2,575 |   | $ | 12,494 |   | $ | 4,674 |   |

----

**Note      8.**
**Segment      Information**

|                                                    |   | Shopping |      |       |   |    |   |   |    |
|---------------------------------------------------------|--------|----------|-----------|------------|--------|---------|--------|--------|---------|
|                                                    |   | Center   |      | Industrial |   | Other   |   | Total  |    |
|                                                    |   |     |      |       |   |    |   |   |    |
| Three                Months Ended June 30, 2006:        |   |     |      |       |   |    |   |   |    |
| Revenues                                                |   | $        | 123,512   |       | $      | 14,576  |   | $      | 1,513   |   | $ | 139,601 |   |
| Net                operating income                     |   |     | 89,999    |       |   | 10,184  |   |   | 1,168   |   |   | 101,351 |   |
| Equity                in earnings of joint ventures     |   |     | 4,409     |       |   | 49      |   |   | 89      |   |   | 4,547 |   |
| Investment                in real estate joint ventures |   |     | 91,684    |       |   | 446     |   |   | 2,770   |   |   | 94,900 |   |
| Total                assets                             |   |     | 3,073,367 |       |   | 400,334 |   |   | 424,287 |   |   | 3,897,988 |   |
|                                                    |   |     |      |       |   |    |   |   |    |   |   |   |   |
| Three                Months Ended June 30, 2005:        |   |     |      |       |   |    |   |   |    |   |   |   |   |
| Revenues                                                |   | $        | 119,075   |       | $      | 11,430  |   | $      | 283     |   | $ | 130,788 |   |
| Net                operating income                     |   |     | 89,037    |       |   | 8,092   |   |   | 129     |   |   | 97,258 |   |
| Equity                in earnings of joint ventures     |   |     | 1,582     |       |   | 21      |   |   | 16      |   |   | 1,619 |   |
| Investment                in real estate joint ventures |   |     | 59,958    |       |   | 522     |   |   | 1,669   |   |   | 62,149 |   |
| Total                assets                             |   |     | 3,037,762 |       |   | 287,282 |   |   | 303,928 |   |   | 3,628,972 |   |
|                                                    |   |     |      |       |   |    |   |   |    |   |   |   |   |
| Six                Months Ended June 30, 2006:          |   |     |      |       |   |    |   |   |    |   |   |   |   |
| Revenues                                                |   | $        | 246,075   |       | $      | 28,787  |   | $      | 1,887   |   | $ | 276,749 |   |
| Net                operating income                     |   |     | 181,198   |       |   | 20,465  |   |   | 1,522   |   |   | 203,185 |   |
| Equity                in earnings of joint ventures     |   |     | 8,432     |       |   | 45      |   |   | 136     |   |   | 8,613 |   |
|                                                    |   |     |      |       |   |    |   |   |    |   |   |   |   |
| Six                Months Ended June 30, 2005:          |   |     |      |       |   |    |   |   |    |   |   |   |   |
| Revenues                                                |   | $        | 232,767   |       | $      | 22,732  |   | $      | 1,154   |   | $ | 256,653 |   |
| Net                operating income                     |   |     | 172,908   |       |   | 16,226  |   |   | 674     |   |   | 189,808 |   |
| Equity                in earnings of joint ventures     |   |     | 2,815     |       |   | 43      |   |   | 35      |   |   | 2,893 |   |

----

|                                                       |   | Three                Months Ended |    | Six                Months Ended |   |
|------------------------------------------------------------|--------|-----------------------------------|---------|---------------------------------|--------|
|                                                       |   | June                30,           |    | June                30,         |   |
|                                                       |   | 2006                              |    | 2005                            |   | 2006 |   | 2005 |   |
|                                                       |   |                              |    |                            |   |   |   |   |   |
| Total                segment net operating income          |   | $                                 | 101,351 |                            | $      | 97,258 |   | $ | 203,185 |   | $ | 189,808 |   |
| Depreciation                and amortization               |   |                              | (32,045 | )                               |   | (29,714 | ) |   | (63,677 | ) |   | (58,382 | ) |
| General                and administrative                  |   |                              | (5,648  | )                               |   | (4,522 | ) |   | (11,003 | ) |   | (8,769 | ) |
| Interest                expense, net                       |   |                              | (34,741 | )                               |   | (32,287 | ) |   | (69,178 | ) |   | (63,323 | ) |
| Interest                and other income                   |   |                              | 579     |                            |   | 109 |   |   | 2,046 |   |   | 428 |   |
| Equity                in earnings of joint ventures, net   |   |                              | 4,547   |                            |   | 1,619 |   |   | 8,613 |   |   | 2,893 |   |
| Income                allocated to minority interests      |   |                              | (1,644  | )                               |   | (1,745 | ) |   | (3,301 | ) |   | (3,145 | ) |
| Gain                on sale of properties                  |   |                              | 47      |                            |   | 22,006 |   |   | 137 |   |   | 21,979 |   |
| Gain                on land and merchant development sales |   |                              |    |                            |   |   |   |   | 1,676 |   |   |   |   |
| Benefit                (provision) for income taxes        |   |                              | 371     |                            |   |   |   |   | (148 | ) |   |   |   |
|                                                       |   |                              |    |                            |   |   |   |   |   |   |   |   |   |
| Income                from Continuing Operations           |   | $                                 | 32,817  |                            | $      | 52,724 |   | $ | 68,350 |   | $ | 81,489 |   |

**Note      9.**
**Employee      Benefit Plans**

|                                          |   | Three                Months Ended |   | Six                Months Ended |   |
|-----------------------------------------------|--------|-----------------------------------|--------|---------------------------------|--------|
|                                          |   | June                30,           |   | June                30,         |   |
|                                          |   | 2006                              |   | 2005                            |   | 2006 |   | 2005 |   |
|                                          |   |                              |   |                            |   |   |   |   |   |
| Service                cost                   |   | $                                 | 772    |                            | $      | 734 |   | $ | 1,544 |   | $ | 1,110 |   |
| Interest                cost                  |   |                              | 565    |                            |   | 476 |   |   | 1,130 |   |   | 778 |   |
| Expected                return on plan assets |   |                              | (346   | )                               |   | (297 | ) |   | (692 | ) |   | (506 | ) |
| Prior                service cost             |   |                              | (32    | )                               |   | (32 | ) |   | (64 | ) |   | (54 | ) |
| Recognized                loss                |   |                              | 102    |                            |   | 39 |   |   | 204 |   |   | 67 |   |
|                                          |   |                              |   |                            |   |   |   |   |   |   |   |   |   |
| Total                                         |   | $                                 | 1,061  |                            | $      | 920 |   | $ | 2,122 |   | $ | 1,395 |   |

----

**Note      10.**
**Identified      Intangible Assets and Liabilities**

|                                                                                             |   | June                30, |    | December                31, |   |
|--------------------------------------------------------------------------------------------------|--------|-------------------------|---------|-----------------------------|--------|
|                                                                                             |   | 2006                    |    | 2005                        |   |
|                                                                                             |   |                    |    |                        |   |
| Identified                Intangible Assets:                                                     |   |                    |    |                        |   |
| Above-Market                Leases (included in Other Assets)                                    |   | $                       | 12,914  |                        | $      | 12,838 |   |
| Above-Market                Leases - Accumulated Amortization                                    |   |                    | (4,331  | )                           |   | (3,393 | ) |
| Lease                Origination Costs (incl. in Unamortized Debt and Lease                Cost) |   |                    | 46,024  |                        |   | 42,772 |   |
| Lease                Origination Costs - Accumulated Amortization                                |   |                    | (14,045 | )                           |   | (10,822 | ) |
|                                                                                             |   |                    |    |                        |   |   |   |
|                                                                                             |   | $                       | 40,562  |                        | $      | 41,395 |   |
|                                                                                             |   |                    |    |                        |   |   |   |
| Identified                Intangible Liabilities (included in Other Liabilities):                |   |                    |    |                        |   |   |   |
| Below-Market                Leases                                                               |   | $                       | 19,103  |                        | $      | 17,012 |   |
| Below-Market                Leases - Accumulated Amortization                                    |   |                    | (5,014  | )                           |   | (3,735 | ) |
| Out-of-Market                Assumed Mortgages                                                   |   |                    | 60,988  |                        |   | 60,792 |   |
| Out-of-Market                Assumed Mortgages - Accumulated Amortization                        |   |                    | (15,795 | )                           |   | (12,143 | ) |
|                                                                                             |   |                    |    |                        |   |   |   |
|                                                                                             |   | $                       | 59,282  |                        | $      | 61,926 |   |

| 2007 |   | $      | 807 |   |
|------|--------|--------|-----|--------|
| 2008 |   |   | 559 |   |
| 2009 |   |   | 634 |   |
| 2010 |   |   | 300 |   |
| 2011 |   |   | 193 |   |

| 2007 |   | $      | 6,180 |   |
|------|--------|--------|-------|--------|
| 2008 |   |   | 4,889 |   |
| 2009 |   |   | 3,931 |   |
| 2010 |   |   | 3,178 |   |
| 2011 |   |   | 2,542 |   |

----

| 2007 |   | $      | 7,236 |   |
|------|--------|--------|-------|--------|
| 2008 |   |   | 6,166 |   |
| 2009 |   |   | 4,771 |   |
| 2010 |   |   | 4,083 |   |
| 2011 |   |   | 2,920 |   |

**Note      11.**
**Income      Taxes**

**Note      12.**
**Commitments      and Contingencies**

----

**Note      13.**
**Share      Options and Awards**

----

|                                    |   | Six                Months Ended |   |
|-----------------------------------------|--------|---------------------------------|--------|
|                                    |   | June                30,         |   |
|                                    |   | 2006                            |   |
|                                    |   |                            |   |
| Fair                value per share     |   | $                               | 3.22   |   |
| Dividend                yield           |   |                            | 6.3    | % |
| Expected                volatility      |   |                            | 16.8   | % |
| Expected                life (in years) |   |                            | 6.7    |   |
| Risk-free                interest rate  |   |                            | 4.4    | % |

|                                        |   | Shares |      | Weighted                      |   |
|---------------------------------------------|--------|--------|-----------|-------------------------------|--------|
|                                        |   | Under  |      | Average                       |   |
|                                        |   | Option |      | Exercise                Price |   |
| Outstanding,                January 1, 2006 |   |   | 3,179,646 |                          | $      | 27.47 |   |
| Granted                                     |   |   | 2,000     |                          |   | 39.97 |   |
| Forfeited                or expired         |   |   | (26,411   | )                             |   | 30.81 |   |
| Exercised                                   |   |   | (364,421  | )                             |   | 20.65 |   |
| Outstanding,                June 30, 2006   |   |   | 2,790,814 |                          | $      | 28.34 |   |

----

|                           |   | Outstanding |      | Exercisable |   |
|--------------------------------|--------|-------------|-----------|-------------|--------|
|                           |   |        |      | Weighted    |   |   |   |   |   |   |   |   |   |   |   |
|                           |   |        |      | Average     |   | Weighted |   | Aggregate |   |   |   | Weighted |   | Aggregate |   |
|                           |   |        |      | Remaining   |   | Average |   | Intrinsic |   |   |   | Average |   | Intrinsic |   |
| Range                of        |   |        |      | Contractual |   | Exercise |   | Value |   |   |   | Exercise |   | Value |   |
| Exercise                Prices |   | Number      |      | Life        |   | Price |   | (000’s) |   | Number |   | Price |   | (000’s) |   |
|                           |   |        |      |        |   |   |   |   |   |   |   |   |   |   |   |
|                           |   |        |      |        |   |   |   |   |   |   |   |   |   |   |   |
| $16.89                - $24.58 |   |        | 1,434,413 |        |   | 5.14                years |   | $ | 21.58 |   |   |   |   |   | 753,366 |   | $ | 20.74 |   |   |   |   |
|                           |   |        |      |        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| $24.59                - $30.09 |   |        | 467,262   |        |   | 7.20                years |   | $ | 30.00 |   |   |   |   |   | 222,497 |   | $ | 29.90 |   |   |   |   |
|                           |   |        |      |        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| $30.10                - $39.75 |   |        | 889,139   |        |   | 9.01                years |   | $ | 38.36 |   |   |   |   |   | 84,547 |   | $ | 39.75 |   |   |   |   |
|                           |   |        |      |        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total                          |   |        | 2,790,814 |        |   | 6.72                years |   | $ | 28.34 |   | $ | 27,741 |   |   | 1,060,410 |   | $ | 24.18 |   | $ | 14,952 |   |

|                                        |   | Nonvested  |    | Weighted                       |   |
|---------------------------------------------|--------|------------|---------|--------------------------------|--------|
|                                        |   | Restricted |    | Average                Grant   |   |
|                                        |   | Shares     |    | Date                Fair Value |   |
| Outstanding,                January 1, 2006 |   |       | 142,268 |                           | $      | 36.32 |   |
| Granted                                     |   |       | 9,800   |                           |   | 38.68 |   |
| Vested                                      |   |       | (9,800  | )                              |   | 38.68 |   |
| Forfeited                                   |   |       | (3,041  | )                              |   | 36.24 |   |
| Outstanding,                June 30, 2006   |   |       | 139,227 |                           | $      | 36.32 |   |

----

**ITEM      2.**
**Management's      Discussion and Analysis of Financial Condition and Results of      Operations**

**Forward-Looking      Statements**

**Executive      Overview**

----

----

**Summary        of Critical Accounting Policies**

----

*Revenue      Recognition*

*Partially      Owned Joint Ventures and Partnerships*

*Property*

----

*Interest      Capitalization*

*Deferred      Charges*

*Sales      of Real Estate*

*Accrued      Rent and Accounts Receivable*

*Income      Taxes*

----

**Results      of Operations**

*Revenues*

|                            |   | June                30, |   |
|---------------------------------|--------|-------------------------|--------|
|                            |   | 2006                    |   | 2005 |   |
|                            |   |                    |   |   |   |
| Shopping                Centers |   |                    | 95.2   | % |   | 94.8 | % |
| Industrial                      |   |                    | 89.5   | % |   | 91.9 | % |
| Total                           |   |                    | 93.7   | % |   | 94.2 | % |

*Expenses*

*Interest      Expense*

|                                                                    |   | Three                  Months Ended |   |
|-------------------------------------------------------------------------|--------|-------------------------------------|--------|
|                                                                    |   | June                  30,           |   |
|                                                                    |   | 2006                                |   | 2005 |   |
|                                                                    |   |                                |   |   |   |
| Gross                  interest expense                                 |   | $                                   | 37,913 |   | $ | 35,114 |   |
| Over-market                  mortgage adjustment of acquired properties |   |                                | (1,826 | ) |   | (1,870 | ) |
| Capitalized                  interest                                   |   |                                | (1,346 | ) |   | (957 | ) |
|                                                                    |   |                                |   |   |   |   |   |
| Total                                                                   |   | $                                   | 34,741 |   | $ | 32,287 |   |

----

*Interest      and Other Income*

*Equity      in Earnings of Joint Ventures*

*Gain      on Sale of Properties*

*.*

*Benefit      (Provision) for Income Taxes*

*Income      from Discontinued Operations*

**Results      of Operations**

*Revenues*

|                              |   | June                  30, |   |
|-----------------------------------|--------|---------------------------|--------|
|                              |   | 2006                      |   | 2005 |   |
|                              |   |                      |   |   |   |
| Shopping                  Centers |   |                      | 95.2   | % |   | 94.8 | % |
| Industrial                        |   |                      | 89.5   | % |   | 91.9 | % |
| Total                             |   |                      | 93.7   | % |   | 94.2 | % |

----

*Expenses*

*Interest      Expense*

|                                                                  |   | Six                Months Ended |   |
|-----------------------------------------------------------------------|--------|---------------------------------|--------|
|                                                                  |   | June                30,         |   |
|                                                                  |   | 2006                            |   | 2005 |   |
|                                                                  |   |                            |   |   |   |
| Gross                interest expense                                 |   | $                               | 74,985 |   | $ | 68,343 |   |
| Over-market                mortgage adjustment of acquired properties |   |                            | (3,652 | ) |   | (3,363 | ) |
| Capitalized                interest                                   |   |                            | (2,155 | ) |   | (1,657 | ) |
|                                                                  |   |                            |   |   |   |   |   |
| Total                                                                 |   | $                               | 69,178 |   | $ | 63,323 |   |

*Interest      and Other Income*

*Equity        in Earnings of Joint Ventures*

*Gain        on Sale of Properties*

*Gain        on Land and Merchant Development Sales*

----

*Benefit      (Provision) for Income Taxes*

*Income      from Discontinued Operations*

**Capital      Resources and Liquidity**

*Investing        Activities:*

*Acquisitions*

----

*Dispositions*

*New        Development and Capital Expenditures*

----

*Financing      Activities:*

*Debt*

*Financing        Activities:*

*Equity*

----

**Contractual      Obligations**

|                                               |   | 2006   |    | 2007   |   | 2008    |   | 2009   |    | 2010   |   | Thereafter |   | Total  |    |
|----------------------------------------------------|--------|--------|---------|--------|--------|---------|--------|--------|---------|--------|--------|------------|--------|--------|---------|
|                                               |   |   |    |   |   |    |   |   |    |   |   |       |   |   |    |
| Mortgages                and Notes Payable:**(1)** |   |   |    |   |   |    |   |   |    |   |   |       |   |   |    |
| Unsecured                Debt                      |   | $      | 358,508 |   | $      | 149,764 |   | $      | 127,349 |   | $      | 94,471     |   | $      | 110,759 |   | $ | 1,156,151 |   | $ | 1,997,002 |   |
| Secured                Debt                        |   |   | 51,870  |   |   | 83,881  |   |   | 246,334 |   |   | 117,049    |   |   | 97,844  |   |   | 574,231 |   |   | 1,171,209 |   |
|                                               |   |   |    |   |   |    |   |   |    |   |   |       |   |   |    |   |   |   |   |   |   |   |
| Ground                Lease Payments               |   |   | 997     |   |   | 1,876   |   |   | 1,782   |   |   | 1,737      |   |   | 1,691   |   |   | 41,085 |   |   | 49,168 |   |
|                                               |   |   |    |   |   |    |   |   |    |   |   |       |   |   |    |   |   |   |   |   |   |   |
| Obligations                to Acquire Projects     |   |   | 293,803 |   |   |    |   |   |    |   |   |       |   |   |    |   |   |   |   |   | 293,803 |   |
|                                               |   |   |    |   |   |    |   |   |    |   |   |       |   |   |    |   |   |   |   |   |   |   |
| Obligations                to Develop Projects     |   |   | 56,428  |   |   | 222,532 |   |   |    |   |   |       |   |   |    |   |   |   |   |   | 278,960 |   |
|                                               |   |   |    |   |   |    |   |   |    |   |   |       |   |   |    |   |   |   |   |   |   |   |
| Total                Contractual Obligations       |   | $      | 761,606 |   | $      | 458,053 |   | $      | 375,465 |   | $      | 213,257    |   | $      | 210,294 |   | $ | 1,771,467 |   | $ | 3,790,142 |   |

**(1)**

**Funds      from Operations**

----

|                                                                                             |   | Three                Months Ended |    | Six                Months Ended |   |
|--------------------------------------------------------------------------------------------------|--------|-----------------------------------|---------|---------------------------------|--------|
|                                                                                             |   | June                30,           |    | June                30,         |   |
|                                                                                             |   | 2006                              |    | 2005                            |   | 2006 |   | 2005 |   |
|                                                                                             |   |                              |    |                            |   |   |   |   |   |
| Net                income available to common shareholders                                       |   | $                                 | 87,741  |                            | $      | 67,679 |   | $ | 139,825 |   | $ | 101,716 |   |
| Depreciation                and amortization                                                     |   |                              | 30,617  |                            |   | 29,447 |   |   | 61,075 |   |   | 57,759 |   |
| Depreciation                and amortization of unconsolidated joint ventures                    |   |                              | 1,106   |                            |   | 939 |   |   | 2,124 |   |   | 1,843 |   |
| Gain                on sale of properties                                                        |   |                              | (56,157 | )                               |   | (35,622 | ) |   | (73,299 | ) |   | (39,713 | ) |
| (Gain)                loss on sale of properties of unconsolidated joint                ventures |   |                              | (2,497  | )                               |   | 2 |   |   | (4,054 | ) |   | 3 |   |
| Funds                from operations                                                             |   |                              | 60,810  |                            |   | 62,445 |   |   | 125,671 |   |   | 121,608 |   |
| Funds                from operations attributable to operating partnership                units  |   |                              | 2,355   |                            |   | 2,161 |   |   | 4,727 |   |   | 4,234 |   |
|                                                                                             |   |                              |    |                            |   |   |   |   |   |   |   |   |   |
| Funds                from operations assuming conversion of OP units                             |   | $                                 | 63,165  |                            | $      | 64,606 |   | $ | 130,398 |   | $ | 125,842 |   |
|                                                                                             |   |                              |    |                            |   |   |   |   |   |   |   |   |   |
| Weighted                average shares outstanding - basic                                       |   |                              | 89,519  |                            |   | 89,178 |   |   | 89,446 |   |   | 89,150 |   |
| Effect                of dilutive securities:                                                    |   |                              |    |                            |   |   |   |   |   |   |   |   |   |
| Share                options and awards                                                          |   |                              | 854     |                            |   | 949 |   |   | 905 |   |   | 943 |   |
| Operating                partnership units                                                       |   |                              | 3,160   |                            |   | 3,043 |   |   | 3,151 |   |   | 3,025 |   |
|                                                                                             |   |                              |    |                            |   |   |   |   |   |   |   |   |   |
| Weighted                average shares outstanding - diluted                                     |   |                              | 93,533  |                            |   | 93,170 |   |   | 93,502 |   |   | 93,118 |   |

**Newly      Adopted Accounting Pronouncements**

----

**ITEM      3.**
**Quantitative      and Qualitative Disclosure About Market Risk**

**ITEM      4.**
**Disclosure      Controls and Procedures**

----

**PART      II**
**-**
**OTHER      INFORMATION**

**Item      1. Legal Proceedings**

**Item      1A. Risk Factors**

**Item      2. Changes in Securities and Use of Proceeds**

**Item      3.**
**Defaults      in Senior Securities**

**Item      4**
**Submission      of Matters to a Vote of Security Holders**

| TRUST                MANAGER        |   | FOR    |        | WITHHELD |   |
|-------------------------------------|--------|--------|-------------|----------|--------|
|                                |   |   |        |     |   |
| Stanford                Alexander   |   |   | 79,883,846  |     |   | 724,628 |   |
| Andrew                M. Alexander  |   |   | 79,945,221  |     |   | 663,253 |   |
| J.                Murry Bowden      |   |   | 80,074,712  |     |   | 533,762 |   |
| James                W. Crownover   |   |   | 80,022,227  |     |   | 586,248 |   |
| Robert                J. Cruikshank |   |   | 77,494,108  |     |   | 3,114,366 |   |
| Melvin                A. Dow        |   |   | 77,396,455  |     |   | 3,212,019 |   |
| Stephen                A. Lasher    |   |   | 79,570,331  |     |   | 1,038,144 |   |
| Douglas                W. Schnitzer |   |   | 79,976,288  |     |   | 632,186 |   |
| Marc                J. Shapiro      |   |   | 79,727,774  |     |   | 880,700 |   |
|                                |   |   |        |     |   |   |   |
| TOTAL                               |   |   | 714,090,962 |     |   | 11,385,306 |   |

| FOR     |   |   | 79,717,781 |   |
|---------|--------|--------|------------|--------|
| AGAINST |   |   | 739,477    |   |
| ABSTAIN |   |   | 151,214    |   |
|    |   |   |       |   |
| TOTAL   |   |   | 80,608,472 |   |

----

| FOR     |   |   | 58,707,907 |   |
|---------|--------|--------|------------|--------|
| AGAINST |   |   | 3,425,536  |   |
| ABSTAIN |   |   | 627,068    |   |
|    |   |   |       |   |
| TOTAL   |   |   | 62,760,511 |   |

| FOR     |   |   | 16,989,649 |   |
|---------|--------|--------|------------|--------|
| AGAINST |   |   | 44,962,909 |   |
| ABSTAIN |   |   | 809,079    |   |
|    |   |   |       |   |
| TOTAL   |   |   | 62,761,637 |   |

**Item      5.**
**Other      Information**

**Item      6.**
**Exhibits**

| (a)       |    | Exhibits:                                                                                                                                                                                                                                                                                                                                                         |   |
|-----------|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| 3.1       | — | Restated                Declaration of Trust (filed as Exhibit 3.1 to WRI's Registration                Statement                on Form 8-A dated January 19, 1999 and incorporated herein by                reference).                                                                                                                                         |
| 3.2       | — | Amendment                of the Restated Declaration of Trust (filed as Exhibit 3.2 to WRI's                Registration Statement on Form 8-A dated January 19, 1999 and incorporated                herein by reference).                                                                                                                                       |
| 3.3       | — | Second                Amendment of the Restated Declaration of Trust (filed as Exhibit                3.3 to                WRI's Registration Statement on Form 8-A dated January 19, 1999 and                incorporated herein by reference).                                                                                                                 |
| 3.4       | — | Third                Amendment of the Restated Declaration of Trust (filed as Exhibit                3.4 to                WRI's Registration Statement on Form 8-A dated January 19, 1999 and                incorporated herein by reference).                                                                                                                  |
| 3.5       | — | Fourth                Amendment of the Restated Declaration of Trust dated April 28, 1999                (filed                as Exhibit 3.5 to WRI's Annual Report on Form 10-K for the year ended                December 31, 2001 and incorporated herein by                reference).                                                                       |
| 3.6  | — | Fifth                Amendment of the Restated Declaration of Trust dated April 20, 2001                (filed                as Exhibit 3.6 to WRI's Annual Report on Form 10-K for the year ended                December 31, 2001 and incorporated herein by                reference).                                                                        |
| 3.7       | — | Amended                and Restated Bylaws of WRI (filed as Exhibit 99.2 to WRI's Registration                Statement on Form 8-A dated February 23, 1998 and incorporated herein                by                reference).                                                                                                                                  |
| 4.1       | — | Subordinated                Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas,                National Association (formerly, Texas Commerce Bank National Association)                (filed as Exhibit 4(a) to WRI's Registration Statement on Form S-3                (No.                33-57659) and incorporated herein by reference). |
| 4.2       | — | Subordinated                Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas,                National Association (formerly, Texas Commerce Bank National Association)                (filed as Exhibit 4(b) to WRI's Registration Statement on Form S-3                (No.                33-57659) and incorporated herein by reference). |
| 4.3       | — | Form                of Fixed Rate Senior Medium Term Note (filed as Exhibit 4.19 to WRI's                Annual Report on Form 10-K for the year ended December 31, 1998 and                incorporated herein by reference).                                                                                                                                    |
| 4.4       | — | Form                of Floating Rate Senior Medium Term Note (filed as Exhibit 4.20 to                WRI's                Annual Report on Form 10-K for the year ended December 31, 1998 and                incorporated herein by reference).                                                                                                                  |

----

| 4.5               | — | Form                of Fixed Rate Subordinated Medium Term Note (filed as Exhibit 4.21                to                WRI’s Annual Report on Form 10-K for the year ended December 31, 1998                and                incorporated herein by reference).                                                                                                                                 |
|-------------------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.6               | — | Form                of Floating Rate Subordinated Medium Term Note (filed as Exhibit                4.22 to                WRI’s Annual Report on Form 10-K for the year ended December 31, 1998                and                incorporated herein by reference).                                                                                                                              |
| 4.7               | — | Statement                of Designation of 6.75% Series D Cumulative Redeemable Preferred                Shares                (filed as Exhibit 3.1 to WRI’s Registration Statement on Form 8-A dated                April 17, 2003 and incorporated herein by reference).                                                                                                                        |
| 4.8               | — | Statement                of Designation of 6.95% Series E Cumulative Redeemable Preferred                Shares                (filed as Exhibit 3.1 to WRI’s Registration Statement on Form 8-A dated                July 8, 2004 and incorporated herein by reference).                                                                                                                          |
| 4.9               | — | 6.75%                Series D Cumulative Redeemable Preferred Share Certificate (filed                as                Exhibit 4.2 to WRI’s Registration Statement on Form 8-A dated April 17,                2003 and incorporated herein by reference).                                                                                                                                         |
| 4.10              | — | 6.95%                Series E Cumulative Redeemable Preferred Share Certificate (filed                as                Exhibit 4.2 to WRI’s Registration Statement on Form 8-A dated July 8, 2004                and incorporated herein by reference).                                                                                                                                           |
| 4.11              | — | Form                of Receipt for Depositary Shares, each representing 1/30 of a share                of                6.75% Series D Cumulative Redeemable Preferred Shares, par value                $.03 per                share (filed as Exhibit 4.3 to WRI’s Registration Statement on Form 8-A                dated April 17, 2003 and incorporated herein by                reference). |
| 4.12              | — | Form                of Receipt for Depositary Shares, each representing 1/100 of a share                of                6.95% Series E Cumulative Redeemable Preferred Shares, par value                $.03 per                share (filed as Exhibit 4.3 to WRI’s Registration Statement on Form 8-A                dated July 8, 2004 and incorporated herein by                reference).  |
| 4.13              | — | Form                of 7% Notes due 2011 (filed as Exhibit 4.17 to WRI’s Annual Report on Form                10-K for the year ended December 31, 2001 and incorporated herein                by                reference).                                                                                                                                                                       |
| 10.1†       | — | 1988                Share Option Plan of WRI, as amended (filed as Exhibit 10.1 to WRI’s                Annual Report on Form 10-K for the year ended December 31, 1990 and                incorporated herein by reference).                                                                                                                                                                      |
| 10.2†       | — | The                Savings and Investment Plan for Employees of Weingarten Realty Investors                dated December 17, 2003 (filed as Exhibit 10.34 on WRI’s Annual Report on                Form 10-K for the year ended December 31, 2005 and incorporated herein                by                reference).                                                                            |
| 10.3†       | — | The                Savings and Investment Plan for Employees of WRI, as amended (filed                as                Exhibit 4.1 to WRI’s Registration Statement on Form S-8 (No. 33-25581) and                incorporated herein by reference).                                                                                                                                               |
| 10.4†       | — | First                Amendment to the Savings and Investment Plan for Employees of Weingarten                Realty Investors dated August 1, 2005 (filed as Exhibit 10.25 on                WRI’s                Form 10-Q for the quarter ended September 30, 2005 and incorporated                herein                by reference).                                                          |
| 10.5†       | — | The                Fifth Amendment to Savings and Investment Plan for Employees of WRI                (filed                as Exhibit 4.1.1 to WRI’s Post-Effective Amendment No. 1 to Registration                Statement on Form S-8 (No. 33-25581) and incorporated herein by                reference).                                                                                     |
| 10.6†       | — | Mandatory                Distribution Amendment for the Savings and Investment Plan for Employees                of Weingarten Realty Investors dated August 1, 2005 (filed as Exhibit                10.26 on WRI’s Form 10-Q for the quarter ended September 30, 2005 and                incorporated herein by reference).                                                                      |
| 10.7†  | — | The                1993 Incentive Share Plan of WRI (filed as Exhibit 4.1 to WRI’s                Registration Statement on Form S-8 (No. 33-52473) and incorporated                herein                by reference).                                                                                                                                                                           |
| 10.8†       | — | 1999                WRI Employee Share Purchase Plan (filed as Exhibit 10.6 to WRI’s Annual                Report on Form 10-K for the year ended December 31, 1999 and incorporated                herein by reference).                                                                                                                                                                          |
| 10.9†       | — | 2001                Long Term Incentive Plan (filed as Exhibit 10.7 to WRI’s Annual Report on                Form 10-K for the year ended December 31, 2001 and incorporated herein                by                reference).                                                                                                                                                                   |

----

| 10.10              | — | Master                Promissory Note in the amount of $20,000,000 between WRI, as payee,                and                Chase Bank of Texas, National Association (formerly, Texas Commerce                Bank                National Association), as maker, effective December 30, 1998 (filed                as                Exhibit 4.15 to WRI's Annual Report on Form 10-K for the year ended                December 31, 1999 and incorporated herein by                reference). |
|--------------------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.11†       | — | Weingarten                Realty Retirement Plan restated effective April 1, 2002 (filed as                Exhibit                10.29 on WRI’s Annual Report on Form 10-K for the year ended December 31,                2005 and incorporated herein by reference).                                                                                                                                                                                                                       |
| 10.12†       | — | First                Amendment to the Weingarten Realty Retirement Plan, dated December                31,                2003 (filed as Exhibit 10.33 on WRI’s Annual Report on Form 10-K for the                year ended December 31, 2005 and incorporated herein by reference).                                                                                                                                                                                                        |
| 10.13†       | — | First                Amendment to the Weingarten Realty Pension Plan, dated August 1,                2005                (filed as Exhibit 10.27 on WRI’s Form 10-Q for the quarter ended September                30, 2005 and incorporated herein by reference).                                                                                                                                                                                                                           |
| 10.14†       | — | Mandatory                Distribution Amendment for the Weingarten Realty Retirement Plan                dated                August 1, 2005 (filed as Exhibit 10.28 on WRI’s Form 10-Q for the quarter                ended September 30, 2005 and incorporated herein by                reference).                                                                                                                                                                                        |
| 10.15†       | — | Weingarten                Realty Investors Supplemental Executive Retirement Plan amended and                restated effective September 1, 2002 (filed as Exhibit 10.10 on WRI’s Form                10-Q for the quarter ended June 30, 2005 and incorporated herein                by                reference).                                                                                                                                                                         |
| 10.16†       | — | First                Amendment to the Weingarten Realty Investors Supplemental Executive                Retirement Plan amended on November 3, 2003 (filed as Exhibit 10.11                on                WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated                herein by reference).                                                                                                                                                                       |
| 10.17†       | — | Second                Amendment to the Weingarten Realty Investors Supplemental Executive                Retirement Plan amended October 22, 2004 (filed as Exhibit 10.12                on WRI’s                Form 10-Q for the quarter ended June 30, 2005 and incorporated herein                by                reference).                                                                                                                                                          |
| 10.18†       | — | Third                Amendment to the Weingarten Realty Investors Supplemental Executive                Retirement Plan amended October 22, 2004 (filed as Exhibit 10.13                on WRI’s                Form 10-Q for the quarter ended June 30, 2005 and incorporated herein                by                reference).                                                                                                                                                           |
| 10.19†       | — | Weingarten                Realty Investors Retirement Benefit Restoration Plan adopted effective                September 1, 2002 (filed as Exhibit 10.14 on WRI’s Form 10-Q for the                quarter ended June 30, 2005 and incorporated herein by                reference).                                                                                                                                                                                                        |
| 10.20†       | — | First                Amendment to the Weingarten Realty Investors Retirement Benefit                Restoration Plan amended on November 3, 2003 (filed as Exhibit 10.15                on                WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated                herein by reference).                                                                                                                                                                          |
| 10.21†       | — | Second                Amendment to the Weingarten Realty Investors Retirement Benefit                Restoration Plan amended October 22, 2004 (filed as Exhibit 10.16                on WRI’s                Form 10-Q for the quarter ended June 30, 2005 and incorporated herein                by                reference).                                                                                                                                                             |
| 10.22†       | — | Third                Amendment to the Weingarten Realty Pension Plan dated December 23,                2005                (filed as Exhibit 10.30 on WRI’s Annual Report on Form 10-K for the year                ended December 31, 2005 and incorporated herein by                reference).                                                                                                                                                                                             |
| 10.23†       | — | Weingarten                Realty Investors Deferred Compensation Plan amended and restated                as a                separate and independent plan effective September 1, 2002 (filed                as                Exhibit 10.17 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and                incorporated herein by reference).                                                                                                                                   |
| 10.24†       | — | Supplement                to the Weingarten Realty Investors Deferred Compensation Plan amended                on                April 25, 2003 (filed as Exhibit 10.18 on WRI’s Form 10-Q for the quarter                ended June 30, 2005 and incorporated herein by                reference).                                                                                                                                                                                          |
| 10.25†       | — | First                Amendment to the Weingarten Realty Investors Deferred Compensation                Plan                amended on November 3, 2003 (filed as Exhibit 10.19 on WRI’s Form 10-Q for                the quarter ended June 30, 2005 and incorporated herein by                reference).                                                                                                                                                                                   |
| 10.26†       | — | Second                Amendment to the Weingarten Realty Investors Deferred Compensation                Plan,                as amended, dated October 13, 2005 (filed as Exhibit 10.29 on WRI’s Form                10-Q for the quarter ended September 30, 2005 and incorporated herein                by                reference).                                                                                                                                                      |
| 10.27†  | — | Trust                Under the Weingarten Realty Investors Deferred Compensation Plan                amended                and restated effective October 21, 2003 (filed as Exhibit 10.21 on                WRI’s                Form 10-Q for the quarter ended June 30, 2005 and incorporated herein                by                reference).                                                                                                                                        |

----

| 10.28†        | — | Fourth                Amendment to the Weingarten Realty Investors Deferred Compensation                Plan,                dated December 23, 2005 (filed as Exhibit 10.31 on WRI’s Annual Report on                Form 10-K for the year ended December 31, 2005 and incorporated herein                by                reference).                                                                                |
|---------------------|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.29†        | — | Trust                Under the Weingarten Realty Investors Retirement Benefit Restoration                Plan                amended and restated effective October 21, 2003 (filed as Exhibit                10.22 on                WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated                herein by reference).                                                                          |
| 10.30†        | — | Trust                Under the Weingarten Realty Investors Supplemental Executive Retirement                Plan amended and restated effective October 21, 2003 (filed as Exhibit                10.23 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and                incorporated herein by reference).                                                                                                     |
| 10.31†        | — | First                Amendment to the Trust Under the Weingarten Realty Investors Deferred                Compensation Plan, Supplemental Executive Retirement Plan, and Retirement                Benefit Restoration Plan amended on March 16, 2004 (filed as Exhibit                10.24                on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated                herein by reference). |
| 10.32†        | — | Third                Amendment to the Weingarten Realty Investors Deferred Compensation                Plan                dated August 1, 2005 (filed as Exhibit 10.30 on WRI’s Form 10-Q for the                quarter ended September 30, 2005 and incorporated herein by                reference).                                                                                                                 |
| 10.33               | — | Amended                and Restated Credit Agreement dated February 22, 2006 among Weingarten                Realty Investors, the Lenders Party Hereto and JPMorgan Chase Bank,                N.A.,                as Administrative Agent (filed as Exhibit 10.32 on WRI’s Form 10-K for the                year ended December 31, 2005 and incorporated by                reference).                               |
| 10.34†*  | — | Fifth                Amendment to the Weingarten Realty Investors Deferred Compensation                Plan.                                                                                                                                                                                                                                                                                                                   |
| 12.1*               | — | Computation                of Fixed Charges Ratios.                                                                                                                                                                                                                                                                                                                                                                            |
| 14.1                | — | Code                of Ethical Conduct for Senior Financial Officers - Andrew M. Alexander                (filed as Exhibit 14.1 to WRI’s Annual Report on Form 10-K for the year                ended December 31, 2003 and incorporated herein by                reference).                                                                                                                                           |
| 14.2                | — | Code                of Ethical Conduct for Senior Financial Officers - Stephen C. Richter                (filed as Exhibit 14.2 to WRI’s Annual Report on Form 10-K for the year                ended December 31, 2003 and incorporated herein by                reference).                                                                                                                                            |
| 14.3                | — | Code                of Ethical Conduct for Senior Financial Officers - Joe D. Shafer                (filed as                Exhibit 14.3 to WRI’s Annual Report on Form 10-K for the year ended                December 31, 2003 and incorporated herein by                reference).                                                                                                                                  |
| 31.1*               | — | Certification                pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief                Executive Officer).                                                                                                                                                                                                                                                                                            |
| 31.2*               | — | Certification                pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief                Financial Officer).                                                                                                                                                                                                                                                                                            |
| 32.1**              | — | Certification                pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906                of the                Sarbanes-Oxley Act of 2002 (Chief Executive Officer).                                                                                                                                                                                                                                       |
| 32.2**              | — | Certification                pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906                of the                Sarbanes-Oxley Act of 2002 (Chief Financial                Officer).                                                                                                                                                                                                                        |

| * | Filed                with this report. |
|---|----------------------------------------|

| ** | Furnished                with this report. |
|----|--------------------------------------------|

| † | Management                contract or compensation plan or                arrangement. |
|---------|----------------------------------------------------------------------------------------|

----

**SIGNATURES**

|   | WEINGARTEN                REALTY INVESTORS |
|--------|--------------------------------------------|
|   | (Registrant)                               |
|   |                                       |   |
|   |                                       |   |
|   | By:                                        | /s/                Andrew M. Alexander |
|   |                                       | Andrew                M. Alexander |
|   |                                       | Chief                Executive Officer |
|   |                                       |   |
|   |                                       |   |
|   | By:                                        | /s/                Joe D. Shafer |
|   |                                       | Joe                D. Shafer |
|   |                                       | Vice                President/Chief Accounting Officer |
|   |                                       | (Principal                Accounting Officer) |

----

**EXHIBIT      INDEX**

| (a)        |    | Exhibits:                                                                                                                                                                                                                                                                                                                                                         |
|------------|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1        | — | Restated                Declaration of Trust (filed as Exhibit 3.1 to WRI's Registration                Statement                on Form 8-A dated January 19, 1999 and incorporated herein by                reference).                                                                                                                                         |
| 3.2        | — | Amendment                of the Restated Declaration of Trust (filed as Exhibit 3.2 to WRI's                Registration Statement on Form 8-A dated January 19, 1999 and incorporated                herein by reference).                                                                                                                                       |
| 3.3        | — | Second                Amendment of the Restated Declaration of Trust (filed as Exhibit                3.3 to                WRI's Registration Statement on Form 8-A dated January 19, 1999 and                incorporated herein by reference).                                                                                                                 |
| 3.4        | — | Third                Amendment of the Restated Declaration of Trust (filed as Exhibit                3.4 to                WRI's Registration Statement on Form 8-A dated January 19, 1999 and                incorporated herein by reference).                                                                                                                  |
| 3.5        | — | Fourth                Amendment of the Restated Declaration of Trust dated April 28, 1999                (filed                as Exhibit 3.5 to WRI's Annual Report on Form 10-K for the year ended                December 31, 2001 and incorporated herein by                reference).                                                                       |
| 3.6        | — | Fifth                Amendment of the Restated Declaration of Trust dated April 20, 2001                (filed                as Exhibit 3.6 to WRI's Annual Report on Form 10-K for the year ended                December 31, 2001 and incorporated herein by                reference).                                                                        |
| 3.7        | — | Amended                and Restated Bylaws of WRI (filed as Exhibit 99.2 to WRI's Registration                Statement on Form 8-A dated February 23, 1998 and incorporated herein                by                reference).                                                                                                                                  |
| 4.1        | — | Subordinated                Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas,                National Association (formerly, Texas Commerce Bank National Association)                (filed as Exhibit 4(a) to WRI's Registration Statement on Form S-3                (No.                33-57659) and incorporated herein by reference). |
| 4.2        | — | Subordinated                Indenture dated as of May 1, 1995 between WRI and Chase Bank of Texas,                National Association (formerly, Texas Commerce Bank National Association)                (filed as Exhibit 4(b) to WRI's Registration Statement on Form S-3                (No.                33-57659) and incorporated herein by reference). |
| 4.3        | — | Form                of Fixed Rate Senior Medium Term Note (filed as Exhibit 4.19 to WRI's                Annual Report on Form 10-K for the year ended December 31, 1998 and                incorporated herein by reference).                                                                                                                                    |
| 4.4        | — | Form                of Floating Rate Senior Medium Term Note (filed as Exhibit 4.20 to                WRI's                Annual Report on Form 10-K for the year ended December 31, 1998 and                incorporated herein by reference).                                                                                                                  |
| 4.5        | — | Form                of Fixed Rate Subordinated Medium Term Note (filed as Exhibit 4.21                to                WRI’s Annual Report on Form 10-K for the year ended December 31, 1998                and                incorporated herein by reference).                                                                                          |
| 4.6        | — | Form                of Floating Rate Subordinated Medium Term Note (filed as Exhibit                4.22 to                WRI’s Annual Report on Form 10-K for the year ended December 31, 1998                and                incorporated herein by reference).                                                                                       |
| 4.7        | — | Statement                of Designation of 6.75% Series D Cumulative Redeemable Preferred                Shares                (filed as Exhibit 3.1 to WRI’s Registration Statement on Form 8-A dated                April 17, 2003 and incorporated herein by reference).                                                                                 |
| 4.8        | — | Statement                of Designation of 6.95% Series E Cumulative Redeemable Preferred                Shares                (filed as Exhibit 3.1 to WRI’s Registration Statement on Form 8-A dated                July 8, 2004 and incorporated herein by reference).                                                                                   |
| 4.9        | — | 6.75%                Series D Cumulative Redeemable Preferred Share Certificate (filed                as                Exhibit 4.2 to WRI’s Registration Statement on Form 8-A dated April 17,                2003 and incorporated herein by reference).                                                                                                  |
| 4.10  | — | 6.95%                Series E Cumulative Redeemable Preferred Share Certificate (filed                as                Exhibit 4.2 to WRI’s Registration Statement on Form 8-A dated July 8, 2004                and incorporated herein by                reference).                                                                                     |

----

| 4.11        | — | Form                of Receipt for Depositary Shares, each representing 1/30 of a share                of                6.75% Series D Cumulative Redeemable Preferred Shares, par value                $.03 per                share (filed as Exhibit 4.3 to WRI’s Registration Statement on Form 8-A                dated April 17, 2003 and incorporated herein by                reference).                                                                                           |
|-------------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.12        | — | Form                of Receipt for Depositary Shares, each representing 1/100 of a share                of                6.95% Series E Cumulative Redeemable Preferred Shares, par value                $.03 per                share (filed as Exhibit 4.3 to WRI’s Registration Statement on Form 8-A                dated July 8, 2004 and incorporated herein by                reference).                                                                                            |
| 4.13        | — | Form                of 7% Notes due 2011 (filed as Exhibit 4.17 to WRI’s Annual Report on Form                10-K for the year ended December 31, 2001 and incorporated herein                by                reference).                                                                                                                                                                                                                                                                 |
| 10.1        | — | 1988                Share Option Plan of WRI, as amended (filed as Exhibit 10.1 to WRI’s                Annual Report on Form 10-K for the year ended December 31, 1990 and                incorporated herein by reference).                                                                                                                                                                                                                                                                |
| 10.2        | — | The                Savings and Investment Plan for Employees of Weingarten Realty Investors                dated December 17, 2003 (filed as Exhibit 10.34 on WRI’s Annual Report on                Form 10-K for the year ended December 31, 2005 and incorporated herein                by                reference).                                                                                                                                                                      |
| 10.3        | — | The                Savings and Investment Plan for Employees of WRI, as amended (filed                as                Exhibit 4.1 to WRI’s Registration Statement on Form S-8 (No. 33-25581) and                incorporated herein by reference).                                                                                                                                                                                                                                         |
| 10.4        | — | First                Amendment to the Savings and Investment Plan for Employees of Weingarten                Realty Investors dated August 1, 2005 (filed as Exhibit 10.25 on                WRI’s                Form 10-Q for the quarter ended September 30, 2005 and incorporated                herein                by reference).                                                                                                                                                    |
| 10.5        | — | The                Fifth Amendment to Savings and Investment Plan for Employees of WRI                (filed                as Exhibit 4.1.1 to WRI’s Post-Effective Amendment No. 1 to Registration                Statement on Form S-8 (No. 33-25581) and incorporated herein by                reference).                                                                                                                                                                               |
| 10.6        | — | Mandatory                Distribution Amendment for the Savings and Investment Plan for Employees                of Weingarten Realty Investors dated August 1, 2005 (filed as Exhibit                10.26 on WRI’s Form 10-Q for the quarter ended September 30, 2005 and                incorporated herein by reference).                                                                                                                                                                |
| 10.7        | — | The                1993 Incentive Share Plan of WRI (filed as Exhibit 4.1 to WRI’s                Registration Statement on Form S-8 (No. 33-52473) and incorporated                herein                by reference).                                                                                                                                                                                                                                                                     |
| 10.8        | — | 1999                WRI Employee Share Purchase Plan (filed as Exhibit 10.6 to WRI’s Annual                Report on Form 10-K for the year ended December 31, 1999 and incorporated                herein by reference).                                                                                                                                                                                                                                                                    |
| 10.9        | — | 2001                Long Term Incentive Plan (filed as Exhibit 10.7 to WRI’s Annual Report on                Form 10-K for the year ended December 31, 2001 and incorporated herein                by                reference).                                                                                                                                                                                                                                                             |
| 10.10       | — | Master                Promissory Note in the amount of $20,000,000 between WRI, as payee,                and                Chase Bank of Texas, National Association (formerly, Texas Commerce                Bank                National Association), as maker, effective December 30, 1998 (filed                as                Exhibit 4.15 to WRI's Annual Report on Form 10-K for the year ended                December 31, 1999 and incorporated herein by                reference). |
| 10.11       | — | Weingarten                Realty Retirement Plan restated effective April 1, 2002 (filed as                Exhibit                10.29 on WRI’s Annual Report on Form 10-K for the year ended December 31,                2005 and incorporated herein by reference).                                                                                                                                                                                                                       |
| 10.12  | — | First                Amendment to the Weingarten Realty Retirement Plan, dated December                31,                2003 (filed as Exhibit 10.33 on WRI’s Annual Report on Form 10-K for the                year ended December 31, 2005 and incorporated herein by reference).                                                                                                                                                                                                        |
| 10.13       | — | First                Amendment to the Weingarten Realty Pension Plan, dated August 1,                2005                (filed as Exhibit 10.27 on WRI’s Form 10-Q for the quarter ended September                30, 2005 and incorporated herein by reference).                                                                                                                                                                                                                           |
| 10.14       | — | Mandatory                Distribution Amendment for the Weingarten Realty Retirement Plan                dated                August 1, 2005 (filed as Exhibit 10.28 on WRI’s Form 10-Q for the quarter                ended September 30, 2005 and incorporated herein by                reference).                                                                                                                                                                                        |

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| 10.15                             | — | Weingarten                Realty Investors Supplemental Executive Retirement Plan amended and                restated effective September 1, 2002 (filed as Exhibit 10.10 on WRI’s Form                10-Q for the quarter ended June 30, 2005 and incorporated herein                by                reference).                                                                                                     |
|-----------------------------------|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.16                             | — | First                Amendment to the Weingarten Realty Investors Supplemental Executive                Retirement Plan amended on November 3, 2003 (filed as Exhibit 10.11                on                WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated                herein by reference).                                                                                                   |
| 10.17                             | — | Second                Amendment to the Weingarten Realty Investors Supplemental Executive                Retirement Plan amended October 22, 2004 (filed as Exhibit 10.12                on WRI’s                Form 10-Q for the quarter ended June 30, 2005 and incorporated herein                by                reference).                                                                                      |
| 10.18                             | — | Third                Amendment to the Weingarten Realty Investors Supplemental Executive                Retirement Plan amended October 22, 2004 (filed as Exhibit 10.13                on WRI’s                Form 10-Q for the quarter ended June 30, 2005 and incorporated herein                by                reference).                                                                                       |
| 10.19                             | — | Weingarten                Realty Investors Retirement Benefit Restoration Plan adopted effective                September 1, 2002 (filed as Exhibit 10.14 on WRI’s Form 10-Q for the                quarter ended June 30, 2005 and incorporated herein by                reference).                                                                                                                                    |
| 10.20                             | — | First                Amendment to the Weingarten Realty Investors Retirement Benefit                Restoration Plan amended on November 3, 2003 (filed as Exhibit 10.15                on                WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated                herein by reference).                                                                                                      |
| 10.21                             | — | Second                Amendment to the Weingarten Realty Investors Retirement Benefit                Restoration Plan amended October 22, 2004 (filed as Exhibit 10.16                on WRI’s                Form 10-Q for the quarter ended June 30, 2005 and incorporated herein                by                reference).                                                                                         |
| 10.22                             | — | Third                Amendment to the Weingarten Realty Pension Plan dated December 23,                2005                (filed as Exhibit 10.30 on WRI’s Annual Report on Form 10-K for the year                ended December 31, 2005 and incorporated herein by                reference).                                                                                                                         |
| 10.23                             | — | Weingarten                Realty Investors Deferred Compensation Plan amended and restated                as a                separate and independent plan effective September 1, 2002 (filed                as                Exhibit 10.17 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and                incorporated herein by reference).                                                               |
| 10.24                             | — | Supplement                to the Weingarten Realty Investors Deferred Compensation Plan amended                on                April 25, 2003 (filed as Exhibit 10.18 on WRI’s Form 10-Q for the quarter                ended June 30, 2005 and incorporated herein by                reference).                                                                                                                      |
| 10.25                             | — | First                Amendment to the Weingarten Realty Investors Deferred Compensation                Plan                amended on November 3, 2003 (filed as Exhibit 10.19 on WRI’s Form 10-Q for                the quarter ended June 30, 2005 and incorporated herein by                reference).                                                                                                               |
| 10.26                             | — | Second                Amendment to the Weingarten Realty Investors Deferred Compensation                Plan,                as amended, dated October 13, 2005 (filed as Exhibit 10.29 on WRI’s Form                10-Q for the quarter ended September 30, 2005 and incorporated herein                by                reference).                                                                                  |
| 10.27                             | — | Trust                Under the Weingarten Realty Investors Deferred Compensation Plan                amended                and restated effective October 21, 2003 (filed as Exhibit 10.21 on                WRI’s                Form 10-Q for the quarter ended June 30, 2005 and incorporated herein                by                reference).                                                                    |
| 10.28                   | — | Fourth                Amendment to the Weingarten Realty Investors Deferred Compensation                Plan,                dated December 23, 2005 (filed as Exhibit 10.31 on WRI’s Annual Report on                Form 10-K for the year ended December 31, 2005 and incorporated herein                by                reference).                                                                                |
| 10.29                             | — | Trust                Under the Weingarten Realty Investors Retirement Benefit Restoration                Plan                amended and restated effective October 21, 2003 (filed as Exhibit                10.22 on                WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated                herein by reference).                                                                          |
| 10.30                             | — | Trust                Under the Weingarten Realty Investors Supplemental Executive Retirement                Plan amended and restated effective October 21, 2003 (filed as Exhibit                10.23 on WRI’s Form 10-Q for the quarter ended June 30, 2005 and                incorporated herein by reference).                                                                                                     |
| 10.31                             | — | First                Amendment to the Trust Under the Weingarten Realty Investors Deferred                Compensation Plan, Supplemental Executive Retirement Plan, and Retirement                Benefit Restoration Plan amended on March 16, 2004 (filed as Exhibit                10.24                on WRI’s Form 10-Q for the quarter ended June 30, 2005 and incorporated                herein by reference). |

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| 10.32       | — | Third                Amendment to the Weingarten Realty Investors Deferred Compensation                Plan                dated August 1, 2005 (filed as Exhibit 10.30 on WRI’s Form 10-Q for the                quarter ended September 30, 2005 and incorporated herein by                reference).                                                                                   |
|-------------|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.33       | — | Amended                and Restated Credit Agreement dated February 22, 2006 among Weingarten                Realty Investors, the Lenders Party Hereto and JPMorgan Chase Bank,                N.A.,                as Administrative Agent (filed as Exhibit 10.32 on WRI’s Form 10-K for the                year ended December 31, 2005 and incorporated by                reference). |
| 10.34  | — | Fifth                Amendment to the Weingarten Realty Investors                Deferred Compensation Plan.                                                                                                                                                                                                                                                                                     |
| 12.1        | — | Computation                of Fixed Charges                Ratios.                                                                                                                                                                                                                                                                                                                               |
| 14.1        | — | Code                of Ethical Conduct for Senior Financial Officers - Andrew M. Alexander                (filed as Exhibit 14.1 to WRI’s Annual Report on Form 10-K for the year                ended December 31, 2003 and incorporated herein by                reference).                                                                                                             |
| 14.2        | — | Code                of Ethical Conduct for Senior Financial Officers - Stephen C. Richter                (filed as Exhibit 14.2 to WRI’s Annual Report on Form 10-K for the year                ended December 31, 2003 and incorporated herein by                reference).                                                                                                              |
| 14.3        | — | Code                of Ethical Conduct for Senior Financial Officers - Joe D. Shafer                (filed as                Exhibit 14.3 to WRI’s Annual Report on Form 10-K for the year ended                December 31, 2003 and incorporated herein by                reference).                                                                                                    |
| 31.1        | — | Certification                pursuant to Section 302(a) of the                Sarbanes-Oxley Act of 2002 (Chief Executive                Officer).                                                                                                                                                                                                                                               |
| 31.2        | — | Certification                pursuant to Section 302(a) of the                Sarbanes-Oxley Act of 2002 (Chief Financial                Officer).                                                                                                                                                                                                                                               |
| 32.1        | — | Certification                pursuant to 18 U.S.C. Sec. 1350, as                adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002 (Chief                Executive Officer).                                                                                                                                                                                                         |
| 32.2        | — | Certification                pursuant to 18 U.S.C. Sec. 1350, as                adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002 (Chief                Financial Officer).                                                                                                                                                                                                         |

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