UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



      Date of report (Date of earliest event reported):  February 23, 2004



                           WEINGARTEN REALTY INVESTORS
             (Exact name of Registrant as specified in its Charter)




                                                      
            Texas                         1-9876                  74-1464203

(State or other jurisdiction of   (Commission file number)     (I.R.S. Employer
 incorporation or organization)                              Identification Number)





            2600 Citadel Plaza Drive, Suite 300, Houston, Texas 77008
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code:  (713) 866-6000


                                 Not applicable
          (Former name or former address, if changed since last report)






ITEM  7.  EXHIBITS.

99.1     Press  Release  dated  February  23,  2004.



ITEM  12.  RESULTS  OF  OPERATIONS  AND  FINANCIAL  CONDITION.

     The  information  under  this  caption  is  furnished  by Weingarten Realty
Investors  (the  "Company")  in  accordance  with Securities Exchange Commission
Release  No. 33-8216.  This information shall not be deemed "filed" for purposes
of  Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  or  incorporated  by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific  reference  in  such  a  filing.

     On  February  23,  2004,  the Company issued a press release describing its
results of operations for the fourth quarter ended December 31, 2003.  A copy of
the  press  release is attached as Exhibit 99.1 to this report.  In the earnings
release,  the  Company  used  the  non-GAAP  financial  measure  of  Funds  from
Operations  ("FFO").  A  reconciliation  of FFO to the comparable GAAP financial
measure  (Net income) is contained in the attached earnings release.  Disclosure
regarding  the  definition  of  FFO  used  by  the Company and why the Company's
management  believes  the  presentation  of  FFO  provides useful information to
investors is included in the Company's annual report on Form 10-K for the fiscal
year  ended  December  31,  2002.


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                                    SIGNATURE

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

Date:  February 24, 2004
                                                  WEINGARTEN REALTY INVESTORS



                                                  By:   /s/   Joe D. Shafer
                                                      -------------------------
                                                      Joe D. Shafer
                                                      Vice President/Controller


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                                INDEX TO EXHIBITS


99.1     Press  Release  dated  February  23,  2004.


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