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CORRESP
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      Weingarten Realty Investors Correspondence 12-16-2005

    December
      16, 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 December 2, 2005.

    Note
      2. Newly Adopted Accounting Pronouncements, page 40

              1.

              We
                have reviewed your response to prior comment 1. In future filings,
                please
                revise your disclosure to include the information contained in your
                response.

    We
      agree
      with your comment and will revise our FIN 46(R) disclosure to incorporate this
      comment in future filings.

    Note
      14. Commitments and Contingencies, page 48

              2.

              We
                have reviewed your response to prior comment 2. Please clarify whether
                you
                or any of your subsidiaries are the original sellers of property
                to any of
                the joint ventures. If so, then the option held by the outside limited
                partners to put their interest to the partnership would preclude
                a sale
                under paragraph 26 of SFAS 66. In which case, please provide us with
                an
                analysis for each of these entities to determine whether the arrangement
                represents a financing, leasing, or profit sharing based on the terms
                of
                the option and the likelihood that the option will be
                exercised.

    The
      original sellers of property to these joint ventures have not been WRI or any
      of
      its subsidiaries.

              3.

              Please
                tell us how you have considered the provisions of EITF 00-4 and EITF
                00-19
                in determining your accounting for the put options held by the outside
                limited partners in the joint
                ventures.

    We
      believe the provisions of EITF 00-4 and EITF 00-19 are not applicable. EITF
      00-19 is not applicable as the Task Force reached a consensus that for purposes
      of evaluating under paragraph 11(a) of Statement 133 whether an embedded
      derivative indexed to a company’s own stock would be classified in stockholders’
equity if freestanding, the
      requirements of paragraphs 12-32 of 00-19 do not apply
      if the
      hybrid contract is a conventional convertible debt instrument in which
the
      holder may only realize the value of the conversion option by exercising the
      option and receiving the entire proceeds in a fixed number of shares or the
      equivalent amount of cash (at the discretion of the issuer).
      As set
      forth in our previous letter to the Staff, the holder may convert their
      operating partnership units to either a fixed number of WRI shares or an
      equivalent amount of cash, the choice of which is at WRI’s discretion (i.e.
“conventional convertibles”). EITF 00-4 is not applicable as the Task Force
      observed, “this Issue is limited to the specific derivatives described in this
      Issue.” The rights of the limited partners in the joint ventures do not
      correspond with the specific derivatives described in EITF 00-4.

    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

              cc:

              William
                Demarest, Securities and Exchange
                Commission

    Stephen
      Richter, Weingarten Realty Investors

    Elisabeth
      Fisher, Deloitte & Touche LLP

    Gina
      Betts, Locke Liddell & Sapp LLP