WEINGARTEN REALTY INVESTORS

                             REVOLVING CREDIT NOTE

$110,000,000                                                   November 22, 1994

  FOR VALUE RECEIVED, the undersigned, Weingarten Realty Investors, a Texas real
estate investment trust, hereby promises to pay to the order of TEXAS COMMERCE
BANK NATIONAL ASSOCIATION (the "Bank") the principal sum of ONE HUNDRED TEN 
MILLION AND 00/100 DOLLARS ($110,000,000) or the aggregate principal amount of
Advances made pursuant to the Credit Agreement hereinafter mentioned and
outstanding as of the maturity hereof, whether by acceleration or otherwise,
whichever may be the lesser, on or before the Termination Date, together with
interest on any and all amounts remaining unpaid hereon from time to time from
the date hereof until maturity, payable as described in the Credit Agreement,
and at maturity, in the manner and at the rates per annum as set forth in the
Credit Agreement dated as of even date herewith, between the undersigned, the
Bank in its own capacity and as Agent, and the other banks which are party
thereto, as amended from time to time (the "Credit Agreement"). Capitalized
terms used but not otherwise defined herein shall have the same respective
meanings ascribed to them as in the Credit Agreement.

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

  Payments of both principal and interest are to be made in immediately
available funds at the office of the Agent, 712 Main Street, Houston, Texas, or
such other place as the holder shall designate in writing to the maker.

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

  This Note is the Note provided for in, and is entitled to the benefits of, the
Credit Agreement, which, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events,
for prepayments of principal hereof prior to the maturity hereof upon terms and
conditions therein specified, and to the effect that no provision of the Credit
Agreement or this vote shall require the payment or permit the collection of
interest in excess of the Highest Lawful Rate. It is contemplated that

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by reason of prepaymcnts hereon there may be times when no indebtedness is owing
hereunder; but notwithstanding such occurrences this Note shall remain valid and
shall be in full force and effect as to Advances made pursuant to the Credit
Agreement subsequent to each such occurrence.

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

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

                       WEINGARTEN REALTY INVESTORS


                       By:  [SIGNATURE OF JOSEPH WILLIAM ROBERTSON APPEARS HERE]
                       Name: Joseph William Robertson, Jr.
                       Title: Executive Vice President

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