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      WRI Response to Staff comment letter dtd November 9, 2005

      Weingarten
        Realty Investors

      2600
        Citadel Plaza Drive, Suite 300

      Houston,
        Texas 77008

      November
        22, 2005

      VIA
        EDGAR

      Ms.
        Linda
        van Doorn

      Mail
        Stop
        4561

      Securities
        and Exchange Commission

      450
        Fifth
        Street, N.W.

      Washington,
        D.C. 20549

      Re:
        Weingarten
        Realty Investors

      Form
        10-K
        for the fiscal year ended December 31, 2004

      Filed
        March 16, 2005

      File
        No.
        1-09876

      Dear
        Ms.
        Linda van Doorn:

      The
        following are the responses of Weingarten Realty Investors ("WRI") to the
        Staff's comment letter dated November 9, 2005.

      Note
        2. Newly Adopted Accounting Pronouncements, page 40

                1.

                Although
                  you have determined that you are not required to consolidate any
                  additional existing entities under FIN 46(R), please clarify whether
                  you
                  are involved in any variable interest entities, and if so, discuss
                  the
                  results of the primary beneficiary analysis. If you are involved
                  in any
                  variable interest entities, tell us how you have considered the
                  disclosure
                  provisions of FIN 46(R).

      At
        December 31, 2004, we determined that we were not involved in any variable
        interest entities as defined per the guidelines set forth in FASB Interpretation
        No. 46R, “Consolidation of Variable Interest Entities.”

      Note
        14. Commitments and Contingencies, page 48

                      2.

                        Please
                          clarify the terms of the agreements that allow the outside
                          limited
                          partners in the ventures using the DownREIT structure to
                          put their
                          interests to the partnership, including how the purchase
                          price would be
                          determined and the comparison of that price to fair value.
                          Also explain
                          how you have considered paragraph 26 of SFAS 66 in determining
                          how to
                          account for the purchase feature and original sale transaction
                          if
                          applicable.

      The
        DownREIT operating partnership structure is utilized in the acquisition of
        certain real estate properties. In these transactions, a fair value purchase
        price is agreed upon between WRI, as General Partner of the DownREIT, and
        the
        seller where the seller receives operating partnership units in exchange
        for
        some or all of its ownership interest in the property. Each operating
        partnership unit is the equivalent of one common share of beneficial interest
        of
        WRI, and the number of operating partnership units issued to the seller is
        determined by dividing the fair value purchase price (less any assumed debt
        and
        subject to customary prorations) by the market value of a WRI common share
        as
        determined over a negotiated period of time ending on or about the date of
        purchase based upon an average of the closing price per common
        share.

      Ventures
        using the DownREIT operating partnership structure generally give our partners
        the right to put their limited partnership interest in the entity on or after
        the first anniversary of the entity’s formation. WRI may acquire these limited
        partnership interests that are put to the partnership and has an option to
        settle this put in cash or a fixed number of WRI common shares. Cash
        consideration, which is defined in each partnership agreement, is an amount
        of
        cash equal to the average of the daily market price of one WRI common share
        (as
        adjusted to reflect share splits, share dividends, reverse share splits and
        similar events) for a negotiated number of consecutive trading days prior
        to the
        date of notification from the limited partner multiplied by the number of
        operating partnership units being redeemed. Share consideration, which is
        defined in each partnership agreement, is an equivalent of one common share
        per
        operating partnership unit being redeemed (as adjusted to reflect share splits,
        share dividends, reverse share splits and similar events).

      Paragraph
        26 of SFAS 66 has been reviewed, and we have determined that it is not
        applicable, as the seller (i.e., the limited partner in the DownREIT structure)
        has no obligation to repurchase the property and the terms of the transaction
        do
        not compel the seller, or give an option to the seller, to repurchase the
        property.

      If
        you
        have any questions, please do not hesitate to contact me at (713)
        868-6540.

      Sincerely,

      /s/
        Joe D. Shafer

      Joe
        D.
        Shafer

      Vice
        President/Chief Accounting Officer

      Enclosure

              cc:

              William
                Demarest, Securities and Exchange
                Commission

      Stephen Richter, Weingarten Realty Investors

    Elisabeth
      Fisher, Deloitte & Touche LLP

    Gina
      Betts, Locke Liddell & Sapp LLP