SECOND AMENDMENT TO PURCHASE AGREEMENT AND
                    JOINT ESCROW INSTRUCTIONS


     THIS SECOND AMENDMENT TO PURCHASE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS ("First Amendment") dated this 15th day of December,
1997, is entered into by and between PACIFIC LIFE INSURANCE
COMPANY, a California corporation ("Seller") and WALDEN RESIDENTIAL
PROPERTIES, INC., a Maryland corporation ("Buyer") on the terms and
provisions set forth herein and under the following circumstances:

                         R E C I T A L S

     A.   Seller and Buyer are parties to that certain Purchase
Agreement and Joint Escrow Instructions dated November 10, 1997 (as
previously amended, the "Purchase Agreement") for the purchase and
sale of certain improved and multi-residential located in the City
of Bedford, County of Tarrant, State of Texas, commonly known as
"The Woods of Bedford Apartments", as more particularly described
therein ("Property").  All capitalized terms used but not defined
herein shall have the same meaning given such terms in the Purchase
Agreement.

     B.   Seller and Buyer now desire to reflect certain additional
agreements with respect to the Purchase Price.

     NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties
hereto agree as follows:

                            AGREEMENT

     1.   Form of Audit Letter.  Seller and Buyer acknowledge that
the form of Audit Letter attached as Exhibit "B" to the Purchase
Agreement had not yet been agreed upon by the parties at the time
of execution of the Purchase Agreement, notwithstanding its
attachment hereto.  Therefore, the parties agree to use their
commercially reasonable and good faith efforts to arrive at a form
of Audit Letter acceptable to the parties not later than three (3)
business days prior to the Review Contingency Date.  The failure of
the parties to so agreement shall not be deemed to be a default by
either party under the Purchase Agreement.  In the event Seller and
Buyer agree on an acceptable form of Audit Letter on or prior to
such date, each party shall insert the text of such form of Audit
Letter agreeable to the parties as Exhibit "B" to the Purchase
Agreement, in place of the Exhibit "B" attached to the Purchase
Agreement at the time of execution.  In the event the parties are
unable to agree on an acceptable form of Audit Letter on or before
such date, the approval or disapproval of the terms of Exhibit "B",
as attached to the Purchase Agreement, or such other form of Audit
Letter as the parties may subsequently agree most closely
represents the parties' commercially reasonable and good faith
efforts to arrive at an acceptable form, shall be an item subject
to Buyer's disapproval, on or before the Review Contingency Date,
pursuant to Section 3.3 of the Purchase Agreement.  Such
disapproval (or deemed approval) shall occur in the same fashion as
any of the other Documents and Materials described in Section 3.1
(pursuant to Section 3.3).

     2.   Legal Description.  The legal description attached to
this First Amendment as Exhibit "A" is hereby agreed to be the
legal description of the Property, furnished by the Title Company,
and each party shall insert a copy of such legal description in
place of the blank Exhibit "A" attached to the executed Purchase
Agreement.

     3.   Defined Terms.  All defined terms as used herein shall
have the same meaning as set forth in the Purchase Agreement,
unless the context clearly calls for a new or different meaning.

     4.   No Modification.  Except as expressly modified herein,
the terms and provisions of the Purchase Agreement shall remain
unmodified and in full force and effect.

     5.   Protocol.  This First Amendment is executed and delivered
pursuant to the provisions of Section 11.4 of the Purchase
Agreement.

     IN WITNESS WHEREOF, the parties have executed this First
Amendment as of the date first above written.


SELLER:

PACIFIC LIFE INSURANCE COMPANY,
a California corporation

By:

Name:

Title:


By:

Name:

Title:

Dated: November ____, 1997
BUYER:

WALDEN RESIDENTIAL, INC.,
a Maryland corporation

By:

Name:

Title:


By:

Name:

Title:

Dated: November ___, 1997

                          Exhibit "A"

                       Legal Description

PARCEL ONE

Situated in Tarrant County, Texas, and BEING a tract of land
situated in the M.A. BARNES SURVEY, Abstract No. 94, City of
Bedford, Tarrant County, Texas and being the replat of Tract "D",
BEDFORD MEADOWS ADDITION, an addition to the City of Bedford, as
recorded in Volume 388-183, Page 16 of the Plat Records of Tarrant
County, Texas, and being more particularly described as follows:

COMMENCING at an intersection of the East line of Central Drive (90
foot Right-of-Way), and the North line of Meadow Park Circle (60
foot Right-of-Way), said point being the Southwest corner of Tract
"E-1" of the BEDFORD MEADOWS ADDITION - Phase III, an addition to
the City of Bedford, Tarrant County, Texas as recorded in Volume
388-131, Page 95 of the Plat Records of Tarrant County, Texas;

THENCE, along said North line of Meadow Park Circle (60 foot Right-of-Way),
an arc distance of 252.97 feet along a curve to the left
having a central angle of 34 degrees 56'18", a radius of 414.85 feet and a
tangent of 130.56 feet to it's point of tangency;

THENCE, N 87 degrees 51'51" E, along said North line of Meadow Park Circle
a distance of 206.14 feet to a point, said point being the
beginning of a curve to the right having a central angle of
05 degrees 57'34", a radius of 280.00 feet and a tangent of 14.59 feet;

THENCE, along said curve, an arc distance of 29.15 feet to a point,
said point being the most Westerly corner of Tract "E" of the
BEDFORD MEADOWS ADDITION - Phase III, as recorded in Volume 388-155,
Page 3 of the Plat Records of Tarrant County, Texas, and
continuing along said curve to the right having a central angle of
101 degrees 55'16", a radius of 280.00 feet and a tangent of 345.28 feet;

THENCE, along the Northeasterly line of Meadow Park Circle, said
line also being the most Southwesterly line of Tract "E" an arc
distance of 498.08 to the POINT OF BEGINNING;

THENCE, South 74 degrees 15'28" East, along the South line of Tract "E" a
distance of 316.00 feet to a point for a corner;

THENCE, North 15 degrees 44'32" East, a distance of 64.22 feet to a point
for a corner;

THENCE, South 53 degrees 45'17" East, a distance of 42.21 feet to a point
for a corner;

THENCE, North 88 degrees 18'11" East, a distance of 140.05 feet to a point
for a corner;

THENCE, South 18 degrees 28'41" East, a distance of 122.76 feet to a point
for a corner;


PARCEL ONE (CONT.)

THENCE, South 71 degrees 04'49" East, a distance of 134.37 feet to a point
for a corner;

THENCE, South 48 degrees 26'31" West, a distance of 92.03 feet to a point
for a corner;

THENCE, South 52 degrees 09'42" East, a distance of 113.52 feet to a point
for a corner;

THENCE, South 09 degrees 06'55" West, a distance of 71.62 feet to a point
for a corner;

THENCE, South 72 degrees 29'11" West, a distance of 334.75 feet to a point
for a corner;

THENCE, South 15 degrees 40'03" West, a distance of 76.55 feet to a point
for a corner;

THENCE, South 86 degrees 30'41" West, a distance of 309.08 feet to a point
for a corner;

THENCE, North 31 degrees 12'06" West, a distance of 449.01 feet to a point
for a corner, said point being on the East line of Meadow Park
Circle (60 foot right-of-way);

THENCE, North 58 degrees 47'54" East, a distance of 100.00 feet to the
beginning of a curve to the left having a central angle of
43 degrees 03'22", a radius of 280.00 feet and a tangent of 110.45 feet;

THENCE, along said curve, an arc distance of 210.41 feet to the
POINT OF BEGINNING and CONTAINING 349,090 Square Feet or 8.0140
Acres of Land, more or less.

PARCEL TWO

Situated in Tarrant County, Texas, and BEING a tract of land
situated in the M.A. BARNES SURVEY, Abstract No. 94, and being the
replat of Tract "E", BEDFORD MEADOWS ADDITION, an Addition to the
City of Bedford, as recorded in Volume 388-155, Page 3 of the Plat
Records of Tarrant County, Texas, and being more particularly
described as follows:

COMMENCING at the intersection of the East line of Central Drive
(90 foot right-of-way), and the North line of Meadow Park Circle
(60 foot right-of-way), said point being the Southwest corner of
Tract "E-1" of the BEDFORD MEADOWS ADDITION, Phase III, an Addition
to the City of Bedford, Tarrant County, Texas as recorded in Volume
388-131, Page 95 of the Plat Records of Tarrant County, Texas;

THENCE, along said North line of Meadow Park Circle (60 foot right-of-way),
an arc distance of 252.97 feet along a curve to the left,
having a central angle of 34 degrees 56'18", a radius of 414.85 feet and a
tangent of 130.56 feet to its point of tangency;

THENCE, North 87 degrees 51'51" East, along said North line of Meadow Park
Circle a distance of 206.14 feet to a point, said point being the
beginning of a curve to the right, having a central angle of
05 degrees 57'34", a radius of 280.00 feet and a tangent of 14.59 feet;

THENCE, along said curve, an arc distance of 29.15 to the POINT OF
BEGINNING;

THENCE, North 21 degrees 56'00" East, a distance of 423.61 feet to a point
for a corner;

THENCE, South 63 degrees 14'00" East, a distance of 338.59 feet to a point
for a corner;

THENCE, South 49 degrees 40'11" East, a distance of 115.67 feet to a point
for a corner;

THENCE, South 45 degrees 34'47" East, a distance of 252.83 feet to a point
for a corner;

THENCE, South 07 degrees 41'11" East, a distance of 218.02 feet to a point
for a corner;

THENCE, South 77 degrees 15'07" West, a distance of 158.79 feet to a point
for a corner;

THENCE, North 28 degrees 18'45" West, a distance of 49.65 feet to a point
for a corner;

THENCE, South 50 degrees 27'45" West, a distance of 63.52 feet to a point
for a corner;

THENCE, South 18 degrees 58'45" East, a distance of 127.00 feet to a point
for a corner;

THENCE, South 15 degrees 44'32" West, a distance of 64.22 feet to a point
for a corner;
PARCEL TWO (CONT.)

THENCE, North 74 degrees 15'28" West, a distance of 316.00 feet to a point,
said point being on the East line of Meadow Park Circle (60 foot
right-of-way) and being the beginning of a curve to the left having
a central angle of 101 degrees 55'16", a radius of 280.00 feet and a
tangent of 345.28 feet;

THENCE, along said curve, an arc distance of 498.08 feet to the
POINT OF BEGINNING and CONTAINING 338,735 Square Feet or 7.776
Acres of Land, more or less.



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