EXHIBIT 4.1

SHARES OF BENEFICIAL INTEREST

PAR VALUE $.03

Number
HS

Shares


FORMED UNDER THE LAWS
OF THE STATE OF TEXAS

THIS CERTIFICATE IS TRANSFERABLE IN
NEW YORK, NY OR RIDGEFIELD PARK, NJ

CUSIP 948741 10 3
SEE REVERSE FOR CERTAIN DEFINITIONS



WEINGARTEN REALTY INVESTORS

A TEXAS REAL ESTATE INVESTMENT TRUST


FULLY PAID AND NONASSESSABLE SHARES OF BENEFICIAL INTEREST OF

Weingarten Realty Investors (the "Trust"), transferable on the books of the
Trust by the holder hereof in person, or by duly authorized attorney, upon
surrender of this Certificate properly endorsed. This Certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar.
  Witness the facsimile seal of the Trust and the facsimile signatures of its
duly authorized representatives.

Dated:

Secretary

Chairman

COUNTERSIGNED AND REGISTERED:
MELLON INVESTOR SERVICES LLC
TRANSFER AGENT
AND REGISTRAR
BY



AUTHORIZED SIGNATURE

THERE ARE RESTRICTIONS ON THE TRANSFER OF THE SHARES EVIDENCED BY
THIS CERTIFICATE AS MORE FULLY SET FORTH ON THE REVERSE HEREOF.






WEINGARTEN REALTY INVESTORS
This Certificate and the shares represented hereby are subject in all respects
to the laws of the State of Texas and to the Declaration of Trust and Bylaws of
the Trust and any amendments thereto. The Declaration of Trust, as amended,
provides that no shareholder shall have any preemptive rights to acquire
unissued or treasury shares of the Trust. The Declaration of Trust also
restricts the transfer of the shares of beneficial interest evidenced by this
Certificate in connection with the qualification by the Trust as a real estate
investment trust. Copies of the Trust's Declaration of Trust are on file with
the Harris County, Texas, County Clerk and will be furnished to any shareholder
of record without charge upon written request to the Trust at the principal
place of business or registered office.
The Trust will furnish a full statement of the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption of the shares
of each class which the Trust is authorized to issue and the difference in the
relative rights and preferences between the shares of each series of any
preferred class to the extent they have been set and the authority of the trust
managers to set the relative rights and preferences of subsequent series to any
holder of shares without charge on written request to the Trust at its principal
place of business or registered office.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be
construed as though they were written out in full according to applicable laws
or regulations:

TEN COM
TEN ENT
JT TEN
- as tenants in common
- as tenants by the entireties
- as joint tenants with right
   of survivorship and not as
   tenants in common
UNIF GIFT MIN ACT-Custodian
                                                       (Cust)
(Minor)
                                   under Uniform Gifts to Minors
                                               Act
                                                                      (State)
Additional abbreviations may also be used though not in the above list.
For value received,hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
        NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.
Please print or typewrite name and address including postal zip code of assignee
Shares of Beneficial Interest represented by the within Certificate, and do






hereby irrevocably constitute and appoint Attorney to transfer the said shares
on the books of the within-named Trust with full power of substitution in the
premises.

ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR
BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION
PROGRAM ("STAMP"), THE  NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE
PROGRAM ("MSP"), ON THE STOCK EXCHANGES MEDALLION PROGRAM ("SEMP") AND MUST NOT
BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.