FOURTH AMENDMENT TO THE

                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                           WEINGARTEN REALTY INVESTORS

     The  undersigned  hereby  executes this Fourth Amendment to the Amended and
Restated  Declaration  of  Trust  of  Weingarten  Realty Investors, a Texas real
estate  investment trust formed under the Texas Real Estate Investment Trust Act
(the  "Trust"),  on  behalf  of  the  Trust.

     I.   Article  Eighteen  of  the  Declaration of Trust shall be amended to
include  the  following  provision:

          (j)  Nothing  in  this  Article  Eighteen  shall preclude, nor may the
          Trust  take  any  action  to impede, the settlement of any transaction
          entered  into  through  the facilities of the New York Stock Exchange,
          Inc.

          II.     The  amendment to Article Eighteen of the Declaration of Trust
          was  adopted  by the shareholders on Wednesday, April 28, 1999, at the
          Annual  Meeting of Shareholders of the Trust. Of the 26,689,320 common
          shares  of  beneficial  interest (the "Common Shares") outstanding and
          entitled  to  vote  on  the  amendment , 22,433,649 Common Shares were
          voted  in  favor  of  the  amendment, 925,922 Common Shares were voted
          against  the  amendment and 63,806 Common Shares abstained from voting
          either  for  or  against  the  amendment.

     IN  WITNESS  WHEREOF,  the  undersigned  does  hereby  execute  this Fourth
Amendment to the Amended and Restated Declaration of Trust as of the 28th day of
April,  1999.


                              By:     /s/  Stephen  C.  Richter
                                      -------------------------
                                      Stephen  C.  Richter
                                      Senior Vice President and Treasurer






THE  STATE  OF  TEXAS

COUNTY  OF  HARRIS

     BEFORE  ME,  the undersigned Notary Public, duly commissioned and qualified
within  and  for  the  State  and County aforesaid, personally came and appeared
STEPHEN  C.  RICHTER,  in his capacity as Senior Vice President and Treasurer of
Weingarten  Realty Investors, and acknowledged to me, Notary, in the presence of
Shirley  Gilbert  and  Diane  Garcia the undersigned competent witnesses that he
executed  the  above and foregoing instrument in the presence of the undersigned
witnesses on behalf of the said Weingarten Realty Investors, as his own free and
voluntary  act  and  deed,  for  the  uses,  purposes and considerations therein
expressed.

     IN WITNESS WHEREOF, said Appearer has executed these presents together with
me,  Notary, and the undersigned competent witnesses, at my office in the County
and  State  aforesaid,  on  this  28th  day  of  April,  1999.


WITNESS:

     /s/  Shirley  J.  Gilbert                         /s/  Stephen  C.  Richter
     -------------------------                         -------------------------

     /s/  Diane  M.  Garcia
     ----------------------


                                        /s/  Jane  B.  Scott
                                        --------------------
                                        NOTARY  PUBLIC


                                        My  commission  expires:

                                            10/29/02
                                        --------------------