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                                                                    Exhibit 3.2

                            KRAMONT REALTY TRUST

                         AMENDED AND RESTATED BYLAWS

                                  ARTICLE I

                                   OFFICES

     Section 1.  PRINCIPAL OFFICE.  The principal office of the Trust shall
be located at such place or places as the Trustees may designate.

     Section 2.  ADDITIONAL OFFICES.  The Trust may have additional offices
at such places as the Trustees may from time to time determine or the
business of the Trust may require.

                                 ARTICLE II

                          MEETINGS OF SHAREHOLDERS

     Section 1.  PLACE.  All meetings of shareholders shall be held at the
principal office of the Trust or at such other place as shall be determined
by the Board of Trustees and stated in the notice of the meeting.  Unless
specifically invited to attend a meeting by any officer of the Trust, only
shareholders of record or persons holding a valid proxy of a shareholder of
record may attend any meeting of shareholders.

     Section 2.  ANNUAL MEETING.  An annual meeting of the shareholders for
the election of Trustees and the transaction of any business within the
powers of the Trust shall be held each year on a date and at the time set by
the Trustees.  Failure to hold an annual meeting does not invalidate the
Trust's existence or affect any otherwise valid acts of the Trust.

     Section 3.  SPECIAL MEETINGS.

          (a) General.  The president or the Board of Trustees may call a
special meeting of the shareholders.  Subject to subsection (b) of this
Section 3, a special meeting of shareholders shall also be called by the
secretary of the Trust upon the written request of shareholders entitled to
cast not less than a majority of all the votes entitled to be cast at such
meeting.

          (b)  Shareholder Requested Special Meetings.  (1)  Any shareholder
of record seeking to have shareholders request a special meeting shall, by
sending written notice to the secretary (the "Record Date Request Notice") by
registered mail, return receipt requested, request the Board of Trustees to
set a record date to determine the shareholders entitled to request a special
meeting (the "Request Record Date").  The Record Date Request Notice shall
set forth the purpose of the requested special meeting and the matters
proposed to be acted on at it, shall be signed by one or more shareholders of
record as of the date of signature (or their duly authorized proxies or other
agents), shall bear the date of signature of each such shareholder (or proxy
or other agent) and shall set forth all information relating to each such
shareholder that must be disclosed in solicitations of proxies for election
of trustees in an election contest (even if an election contest at the
requested special meeting is not involved), or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Rule 14a-11 thereunder.  Upon receiving the
Record Date Request Notice, the Board of Trustees may set a Request Record
Date.  The Request Record Date shall not precede and shall not be more than
ten days after the close of business on the date on which the resolution
setting the Request Record Date is adopted by the Board of Trustees.  If the
Board of Trustees, within ten days after the date on which a valid Record
Date Request Notice is received, fails to adopt a resolution fixing the
Request Record Date and make a public announcement of such Request Record
Date, the Request Record Date shall be the close of business on the tenth day
after the first date on which the Record Date Request Notice is actually
received by the secretary.

               (2)  In order for any shareholder to request a special
meeting, one or more written requests for a special meeting, signed by
shareholders of record (or their duly authorized proxies or other agents) as
of the Request Record Date entitled to cast not less than a majority (the
"Special Meeting Percentage") of all of the votes entitled to be cast at such
meeting (the "Special Meeting Request") shall be delivered to the secretary.
In addition, the Special Meeting Request shall set forth the purpose of the
meeting and the matters proposed to be acted on at the meeting (which shall
be limited to the matters set forth in the Record Date Request Notice
received by the secretary of the Trust), shall bear the date of signature of
each such shareholder (or proxy or other agent) signing the Special Meeting
Request, shall set forth the name and address, as they appear in the Trust's
books, and a current name and address, if different, of each shareholder
signing such request (or on whose behalf the Special Meeting Request is
signed) and the class and number of shares of beneficial interest of the
Trust which are owned of record and beneficially by each such shareholder,
shall be sent to the secretary by registered mail, return receipt requested,
and shall be received by the secretary within sixty days after the Request
Record Date.  Any requesting shareholder may revoke his, her or its request
for a special meeting at any time by written revocation delivered to the
secretary.

               (3)  The secretary shall inform the requesting shareholders of
the reasonably estimated cost of preparing and mailing the notice of the
special meeting (including the Trust's proxy materials).  The secretary shall
not be required to call a special meeting upon shareholder request and such
meeting shall not be held unless, in addition to the documents required by
paragraph (2) of this Section 3(b), the secretary receives payment of such
reasonably estimated cost prior to the mailing of any notice of the meeting.

               (4)  Except as provided in the next sentence, any special
meeting shall be held at such place, date and time as may be designated by
the president or the Board of Trustees, whichever has called the meeting. In
the case of any special meeting called by the secretary upon the request of
shareholders (a "Shareholder Requested Meeting"), such meeting shall be held
at such place, date and time as may be designated by the Board of Trustees;
provided, however, that the date of any Shareholder Requested Meeting shall
be not more than 90 days after the record date for such meeting (the "Meeting
Record Date"); and provided further that if the Board of Trustees fails to
designate, within ten days after the date that a valid Special Meeting
Request is actually received by the secretary (the "Delivery Date"), a date
and time for a Shareholder Requested Meeting, then such meeting shall be held
at 2:00 p.m. local time on the 90th day after the Meeting Record Date or, if
such 90th day is not a Business Day (as defined below), on the first
preceding Business Day; and provided further that in the event that the Board
of Trustees fails to designate a place for a Shareholder Requested Meeting
within ten days after the Delivery Date, then such meeting shall be held at
the principal executive offices of the Trust.  In setting a date for any
special meeting, the president or the Board of Trustees may consider such
factors as he, she or it deems relevant within the good faith exercise of
business judgment, including, without limitation, the nature of the matters
to be considered, the facts and circumstances surrounding any request for a
meeting and any plan of the Board of Trustees to call an annual meeting or a
special meeting.  In the case of any Shareholder Requested Meeting, if the
Board of Trustees fails to fix a Meeting Record Date that is a date within 30
days after the Delivery Date, then the close of business on the 30th day
after the Delivery Date shall be the Meeting Record Date.

               (5)  If at any time as a result of written revocations of
requests for a special meeting, shareholders of record (or their duly
authorized proxies or other agents) as of the Request Record Date for the
meeting entitled to cast less than the applicable Special Meeting Request
Percentage shall have delivered and not revoked requests for the special
meeting, the secretary may refrain from mailing the notice of the meeting or,
if the notice of the meeting has been mailed, the secretary may revoke the
notice of the meeting at any time before ten days prior to the meeting if the
secretary has first sent to all other requesting shareholders written notice
of such revocation and of the intention to revoke the notice of the meeting.
Any request for a special meeting received after a revocation by the
secretary of a notice of a meeting shall be considered a request for a new
special meeting.

               (6)  The president or the Board of Trustees may appoint
regionally or nationally recognized independent inspectors of elections to
act as the agent of the Trust for the purpose of promptly performing a
ministerial review of the validity of any purported Special Meeting Request
received by the secretary.  For the purpose of permitting the inspectors to
perform such review, no such purported request shall be deemed to have been
received by the secretary until the earlier of (i) five Business Days after
actual receipt by the secretary of such purported request and (ii) such date
as the inspectors certify to the Trust that the valid requests received by
the secretary represent at least a majority of the issued and outstanding
shares of stock that would be entitled to vote at such meeting.  Nothing
contained in this paragraph (6) shall in any way be construed to suggest or
imply that the Trust or any shareholder shall not be entitled to contest the
validity of any request, whether during or after such five Business Day
period, or to take any other action (including, without limitation, the
commencement, prosecution or defense of any litigation with respect thereto,
and the seeking of injunctive relief in such litigation).

               (7)  For purposes of these Bylaws, "Business Day" shall mean
any day other than a Saturday, a Sunday or a day on which banking
institutions in the State of New York are authorized or obligated by law or
executive order to close.

     Section 4.  NOTICE.  Not less than ten nor more than 90 days before each
meeting of shareholders, the secretary shall give to each shareholder
entitled to vote at such meeting and to each shareholder not entitled to vote
who is entitled to notice of the meeting written or printed notice stating
the time and place of the meeting and, in the case of a special meeting or as
otherwise may be required by any statute, the purpose for which the meeting
is called, either by mail, by presenting it to such shareholder personally,
by leaving it at his residence or usual place of business or by any other
means authorized by Maryland law.  If mailed, such notice shall be deemed to
be given when deposited in the United States mail addressed to the
shareholder at his post office address as it appears on the records of the
Trust, with postage thereon prepaid.

     Section 5.  SCOPE OF NOTICE.  Any business of the Trust may be
transacted at an annual meeting of shareholders without being specifically
designated in the notice, except such business as is required by any statute
to be stated in such notice.  No business shall be transacted at a special
meeting of shareholders except as specifically designated in the notice.

     Section 6.  ORGANIZATION.  At every meeting of the shareholders, the
President shall conduct the meeting or, in the case of vacancy in office or
absence of the President, one of the following officers present shall conduct
the meeting in the order stated:  the Chairman of the Board, if there be one,
the Vice Chairman of the Board, if there be one, the Vice Presidents in their
order of rank and seniority, or a Chairman chosen by the shareholders
entitled to cast a majority of the votes which all shareholders present in
person or by proxy are entitled to cast, shall act as Chairman, and the
Secretary, or, in his absence, an assistant secretary, or in the absence of
both the Secretary and assistant secretaries, a person appointed by the
Chairman shall act as Secretary. The order of business and all other matters
of procedure at any meeting of shareholders shall be determined by the
Chairman of the meeting.  The Chairman of the meeting may prescribe such
rules, regulations and procedures and take such action as, in the discretion
of such Chairman, are appropriate for the proper conduct of the meeting,
including, without limitation, (a) restricting admission to the time set for
the commencement of the meeting; (b) limiting attendance at the meeting to
shareholders of record of the Trust, their duly authorized proxies or other
agents or other such persons as the Chairman of the meeting may determine;
(c) limiting participation at the meeting on any matter to shareholders of
record of the Trust entitled to vote on such matter, their duly authorized
proxies or other agents or other such persons as the Chairman of the meeting
may determine; (d) limiting the time allotted to questions or comments by
participants; (e) maintaining order and security at the meeting; and (f)
recessing or adjourning the meeting to a later date, time and place announced
at the meeting.  Unless otherwise determined by the Chairman of the meeting,
meetings of shareholders shall not be required to be held in accordance with
the rules of parliamentary procedure.

     Section 7.  QUORUM.  At any meeting of shareholders, the presence in
person or by proxy of shareholders entitled to cast a majority of all the
votes entitled to be cast at such meeting shall constitute a quorum; but this
section shall not affect any requirement under any statute or the Declaration
of Trust for the vote necessary for the adoption of any measure.  If,
however, such quorum shall not be present at any meeting of the shareholders,
the shareholders entitled to vote at such meeting, present in person or by
proxy, shall have the power to adjourn the meeting from time to time to a
date not more than 120 days after the original record date without notice
other than announcement at the meeting.  At such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.

     Section 8.  VOTING.  A plurality of all the votes cast at a meeting of
shareholders duly called and at which a quorum is present shall be sufficient
to elect a Trustee.  Each share may be voted for as many individuals as there
are Trustees to be elected and for whose election the share is entitled to be
voted.  A majority of the votes cast at a meeting of shareholders duly called
and at which a quorum is present shall be sufficient to approve any other
matter which may properly come before the meeting, unless more than a
majority of the votes cast is required herein or by statute or by the
Declaration of Trust.  Unless otherwise provided in the Declaration of Trust,
each outstanding share, regardless of class, shall be entitled to one vote on
each matter submitted to a vote at a meeting of shareholders.

     Section 9.  PROXIES.  A shareholder may cast the votes entitled to be
cast by the shares owned of record by him either in person or by proxy
executed in any manner authorized by Maryland law by the shareholder or by
his duly authorized agent.  Such proxy shall be filed with the secretary of
the Trust before or at the time of the meeting.  No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided
in the proxy.

     Section 10. VOTING OF SHARES BY CERTAIN HOLDERS.  Shares of the Trust
registered in the name of a corporation, partnership, trust or other entity,
if entitled to be voted, may be voted by the president or a vice president, a
general partner or trustee thereof, as the case may be, or a proxy appointed
by any of the foregoing individuals, unless some other person who has been
appointed to vote such shares pursuant to a bylaw or a resolution of the
governing board of such corporation or a comparable governing body of such
other entity or agreement of the partners of the partnership presents a
certified copy of such bylaw, resolution or agreement, in which case such
person may vote such shares.  Any trustee or other fiduciary may vote shares
registered in his name as such fiduciary, either in person or by proxy.

     Shares of the Trust directly or indirectly owned by it shall not be
voted at any meeting and shall not be counted in determining the total number
of outstanding shares entitled to be voted at any given time, unless they are
held by it in a fiduciary capacity, in which case they may be voted and shall
be counted in determining the total number of outstanding shares at any given
time.

     The Trustees may adopt by resolution a procedure by which a shareholder
may certify in writing to the Trust that any shares registered in the name of
the shareholder are held for the account of a specified person other than the
shareholder.  The resolution shall set forth the class of shareholders who
may make the certification, the purpose for which the certification may be
made, the form of certification and the information to be contained in it; if
the certification is with respect to a record date or closing of the share
transfer books, the time after the record date or closing of the share
transfer books within which the certification must be received by the Trust;
and any other provisions with respect to the procedure which the Trustees
consider necessary or desirable.  On receipt of such certification, the
person specified in the certification shall be regarded as, for the purposes
set forth in the certification, the shareholder of record of the specified
shares in place of the shareholder who makes the certification.

     Notwithstanding any other provision contained herein or in the
Declaration of Trust or these Bylaws, Title 3, Subtitle 7 of the Corporations
and Associations Article of the Annotated Code of Maryland (or any successor
statute) shall not apply to any acquisition by any person of shares of
beneficial interest of the Trust.  This section may be repealed, in whole or
in part, at any time, whether before or after an acquisition of control
shares and, upon such repeal, may, to the extent provided by any successor
bylaw, apply to any prior or subsequent control share acquisition.

     Section 11.  INSPECTORS.  At any meeting of shareholders, the chairman
of the meeting may appoint one or more persons as inspectors for such
meeting.  Such inspectors shall ascertain and report the number of shares
represented at the meeting based upon their determination of the validity and
effect of proxies, count all votes, report the results and perform such other
acts as are proper to conduct the election and voting with impartiality and
fairness to all the shareholders.

     Each report of an inspector shall be in writing and signed by him or by
a majority of them if there is more than one inspector acting at such
meeting.  If there is more than one inspector, the report of a majority shall
be the report of the inspectors.  The report of the inspector or inspectors
on the number of shares represented at the meeting and the results of the
voting shall be prima facie evidence thereof.

     Section 12.  REPORTS TO SHAREHOLDERS.  The Trustees shall submit to the
shareholders at or before the annual meeting of shareholders a report of the
business and operations of the Trust during such fiscal year, containing a
balance sheet and a statement of income and surplus of the Trust, accompanied
by the certification of an independent certified public accountant, and such
further information as the Trustees may determine is required pursuant to any
law or regulation to which the Trust is subject.  Within the earlier of 20
days after the annual meeting of shareholders or 120 days after the end of
the fiscal year of the Trust, the Trustees shall place the annual report on
file at the principal office of the Trust and with any governmental agencies
as may be required by law and as the Trustees may deem appropriate.

     Section 13.  NOMINATIONS AND SHAREHOLDER BUSINESS.

     (a)  Annual Meetings of Shareholders.  (1) Nominations of persons for
election to the Board of Trustees and the proposal of business to be
considered by the shareholders may be made at an annual meeting of
shareholders (i) pursuant to the Trust's notice of meeting, (ii) by or at the
direction of the Trustees or (iii) by any shareholder of the Trust who is a
shareholder of record both at the time of giving of notice provided for in
this Section 13(a) and at the time of the annual meeting, who is entitled to
vote at the meeting and who complied with the notice procedures set forth in
this Section 13(a).

          (2)  For nominations or other business to be properly brought
before an annual meeting by a shareholder pursuant to clause (iii) of
paragraph (a) (1) of this Section 13, the shareholder must have given timely
notice thereof in writing to the secretary of the Trust and such other
business must otherwise be a proper matter for action by the shareholders.
To be timely, a shareholder's notice shall be delivered to the secretary at
the principal executive offices of the Trust not less than 90 days nor more
than 120 days prior to the first anniversary of the date of mailing of notice
for the preceding year's annual meeting; provided, however, that in the event
that the date of mailing of the notice for the annual meeting is advanced or
delayed by more than 30 days from the first anniversary of the date of
mailing of the notice for the preceding year's annual meeting, notice by the
shareholder to be timely must be so delivered not earlier than the 120th day
prior to the date of mailing of the notice for such annual meeting and not
later than the close of business on the later of the 90th day prior to the
date of mailing of the notice for such annual meeting or the tenth day
following the day on which disclosure of the date of mailing of the notice
for such meeting is first made.  In no event shall the public announcement of
a postponement or adjournment of an annual meeting commence a new time period
for the giving of a shareholder's notice as described above.  Such
shareholder's notice shall set forth (i) as to each person whom the
shareholder proposes to nominate for election or reelection as a Trustee, (A)
the name, age, business address and residence address of such person, (B) the
class and number of shares of beneficial interest of the Trust that are
beneficially owned by such person, and (C) all other information relating to
such person that is required to be disclosed in solicitations of proxies for
election of Trustees in an election contest (even if an election contest is
not involved), or is otherwise required, in each case pursuant to Regulation
14A (or any successor provision) under the Exchange Act (including such
person's written consent to being named in the proxy statement as a nominee
and to serving as a Trustee if elected); (ii) as to any other business that
the shareholder proposes to bring before the meeting, a description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of
such shareholder and of the beneficial owner, if any, on whose behalf the
proposal is made; and (iii) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made,
(x) the name and address of such shareholder, as they appear on the Trust's
books, and a current name and address, if different, and of such beneficial
owner and (y) the class and number of shares of each class of shares of the
Trust which are owned beneficially and of record by such shareholder and
owned beneficially by such beneficial owner.

          (3)  Notwithstanding anything in this subsection (a) of this
Section 13 to the contrary, in the event that the Board of Trustees increases
or decreases the maximum or minimum number of Trustees in accordance with
Article III, Section 2 of these Bylaws, and there is no public announcement
of such action at least 100 days prior to the first anniversary of the date
of mailing of the notice of the preceding year's annual meeting, a
shareholder's notice required by this Section 13(a) shall also be considered
timely, but only with respect to nominees for any new positions created by
such increase, if it shall be delivered to the secretary at the principal
executive offices of the Trust not later than the close of business on the
tenth day following the day on which such public announcement is first made
by the Trust.

     (b)  Special Meetings of Shareholders.  Only such business shall be
conducted at a special meeting of shareholders as shall have been brought
before the meeting pursuant to the Trust's notice of meeting.  Nominations of
persons for election to the Board of Trustees may be made at a special
meeting of shareholders at which Trustees are to be elected (i) pursuant to
the Trust's notice of meeting (ii) by or at the direction of the Board of
Trustees or (iii) provided that the Board of Trustees has determined that
Trustees shall be elected at such special meeting, by any shareholder of the
Trust who is a shareholder of record both at the time of giving of notice
provided for in this Section 13 and at the time of the special meeting, who
is entitled to vote at the meeting and who complied with the notice
procedures set forth in this Section 13.  In the event the Trust calls a
special meeting of shareholders for the purpose of electing one or more
Trustees to the Board of Trustees, any such shareholder may nominate a person
or persons (as the case may be) for election to such position as specified in
the Trust's notice of meeting, if the shareholder's notice containing the
information required by paragraph (a) of this Section 13 shall be delivered
to the secretary at the principal executive offices of the Trust not earlier
than the 120th day prior to such special meeting and not later than the close
of business on the later of the 90th day prior to such special meeting or the
tenth day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Trustees to
be elected at such meeting.  In no event shall the public announcement of a
postponement or adjournment of a special meeting commence a new time period
or extend the existing time period for the giving of a shareholder's notice
as described above.

     (c)  General.  (1) Only such persons who are nominated in accordance
with the procedures set forth in this Section 13 shall be eligible to serve
as Trustees and only such business shall be conducted at a meeting of
shareholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 13.  The presiding officer of the
meeting shall have the power and duty to determine whether a nomination or
any business proposed to be brought before the meeting was made or proposed,
as the case may be, in accordance with the procedures set forth in this
Section 13 and, if any proposed nomination or business is not in compliance
with this Section 13, to declare that such defective nomination or proposal
be disregarded.

          (2)  For purposes of this Section 13, (a) the "date of mailing of
the notice" shall mean the date of the proxy statement for the solicitation
of proxies for election of Trustees and (b) "public announcement" shall mean
disclosure (i) in a press release reported by the Dow Jones News Service,
Associated Press or comparable news service or (ii) in a document publicly
filed by the Trust with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

          (3)  Notwithstanding the foregoing provisions of this Section 13, a
shareholder shall also comply with all applicable requirements of state law
and of the Exchange Act and the rules and regulations thereunder with respect
to the matters set forth in this Section 13.  Nothing in this Section 13
shall be deemed to affect any rights of shareholders to request inclusion of
proposals in, nor the right of the Trust to omit a proposal from, the Trust's
proxy statement pursuant to Rule 14a-8 (or any successor provision) under the
Exchange Act.

     Section 14.  INFORMAL ACTION BY SHAREHOLDERS.  Any action required or
permitted to be taken at a meeting of shareholders may be taken without a
meeting if a consent in writing, setting forth such action, is signed by each
shareholder entitled to vote on the matter and any other shareholder entitled
to notice of a meeting of shareholders (but not to vote thereat) has waived
in writing any right to dissent from such action, and such consent and waiver
are filed with the minutes of proceedings of the shareholders.

     Section 15.  VOTING BY BALLOT.  Voting on any question or in any
election may be viva voce unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.

                                 ARTICLE III

                                  TRUSTEES

     Section 1.  GENERAL POWERS; QUALIFICATIONS; TRUSTEES HOLDING OVER.  The
business and affairs of the Trust shall be managed under the direction of its
Board of Trustees.  A Trustee shall be an individual at least 21 years of age
who is not under legal disability.  In case of failure to elect Trustees at
an annual meeting of the shareholders, the Trustees holding over shall
continue to direct the management of the business and affairs of the Trust
until their successors are elected and qualify.

     Section 2.  NUMBER.  The number of Trustees shall be seven, which number
may be increased or decreased only by the affirmative vote of at least two-
thirds of the Whole Board of Trustees (as defined herein).  Any amendment to
this section must be approved by the affirmative vote of two-thirds of the
Whole Board of Trustees.

     As used in these Bylaws, "Whole Board of Trustees" shall mean the number
of Trustees set forth in this section, as such number may be increased or
decreased from time to time pursuant to these Bylaws.

     Section 3.  ANNUAL AND REGULAR MEETINGS.  An annual meeting of the
Trustees shall be held immediately after and at the same place as the annual
meeting of shareholders, no notice other than this Bylaw being necessary.
The Trustees may provide, by resolution, the time and place, either within or
without the State of Maryland, for the holding of regular meetings of the
Trustees without other notice than such resolution.

     Section 4.  SPECIAL MEETINGS.  Special meetings of the Trustees may be
called by or at the request of the president or by a majority of the Trustees
then in office.  The person or persons authorized to call special meetings of
the Trustees may fix any place, either within or without the State of
Maryland, as the place for holding any special meeting of the Trustees called
by them.

     Section 5.  NOTICE.  Notice of any special meeting shall be delivered
personally or by telephone, telegraph, electronic mail, facsimile-
transmission, United States mail or courier to each Trustee at his business,
electronic mail or residence address. Notice by personal delivery or
telegraph shall be given at least three days prior to the meeting.  Notice
given by United States mail shall be given at least ten days prior to the
meeting.  Notice by telephone, facsimile-transmission, electronic mail or
courier shall be given at least 72 hours prior to the meeting.  Notice by
United States mail shall be deemed to be given when deposited in the United
States mail properly addressed, with postage thereon prepaid.  If given by
telegram, such notice shall be deemed to be given when the telegram is
delivered to the telegraph company.   Telephone notice shall be deemed given
when the Trustee is personally given such notice in a telephone call to which
he is a party.  Facsimile-transmission notice shall be deemed given upon
completion of the transmission of the message to the number given to the
Trust by the Trustee and receipt of a completed answer-back indicating
receipt.  Electronic mail notice shall be deemed given upon transmission of
the message to the electronic mail address given to the Trust by the Trustee.
Notice by courier shall be deemed to be given upon delivery to the address
given to the Trust by the Trustee and receipt by such courier of a signature
evidencing delivery thereat.  Neither the business to be transacted at, nor
the purpose of, any annual, regular or special meeting of the Trustees need
be stated in the notice, unless specifically required by statute or these
Bylaws.

     Section 6.  QUORUM.  A majority of the Whole Board of Trustees shall
constitute a quorum for the transaction of business at any meeting of the
Trustees, provided that, if less than a majority of the Whole Board of
Trustees are present at said meeting, a majority of the Trustees present may
adjourn the meeting from time to time without further notice, and provided
further that if, pursuant to the Declaration of Trust or these Bylaws, the
vote of a majority of a particular group of Trustees is required for action,
a quorum must also include a majority of such group.

     The Trustees present at a meeting which has been duly called and
convened may continue to transact business until adjournment, notwithstanding
the withdrawal of enough Trustees to leave less than a quorum.

     Section 7.  VOTING.  The action of the majority of the Trustees present
at a meeting at which a quorum is present shall be the action of the
Trustees, unless the concurrence of a greater proportion is required for such
action by applicable statute, the Declaration of Trust or these Bylaws.

     Section 8.  TELEPHONE MEETINGS.  Trustees may participate in a meeting
by means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in person
at the meeting.

     Section 9.  INFORMAL ACTION BY TRUSTEES.  Any action required or
permitted to be taken at any meeting of the Trustees may be taken without a
meeting, if a consent in writing to such action is signed by each Trustee and
such written consent is filed with the minutes of proceedings of the
Trustees.

     Section 10.  VACANCIES.  If for any reason any or all the Trustees cease
to be Trustees, such event shall not terminate the Trust or affect these
Bylaws or the powers of the remaining Trustees hereunder (even if fewer than
three Trustees remain).  Any vacancy on the Board of Trustees for any cause
other than an increase in the number of Trustees shall be filled, at any
regular meeting or special meeting called for that purpose, by a majority of
the remaining Trustees, although such majority is less than a quorum.  Any
vacancy in the number of Trustees created by an increase in the number of
Trustees shall be filled by a majority vote of the entire Board of Trustees.
Any individual so elected as Trustee shall hold office for the unexpired term
of the Trustee he is replacing.

     Section 11.  COMPENSATION.  Trustees shall not receive any stated salary
for their services as Trustees but, by resolution of the Trustees, may
receive compensation per year and/or per meeting and/or per visit to real
property owned or to be acquired by the Trust and for any service or activity
they performed or engaged in as Trustees, which compensation shall be
approved by a majority of the Whole Board of Trustees.  Trustees may be
reimbursed for expenses of attendance, if any, at each annual, regular or
special meeting of the Trustees or of any committee thereof; and for their
expenses, if any, in connection with each property visit and any other
service or activity performed or engaged in as Trustees; but nothing herein
contained shall be construed to preclude any Trustees from serving the Trust
in any other capacity and receiving compensation therefor.

     Section 12.  REMOVAL OF TRUSTEES.  The shareholders may, at any time,
remove any Trustee in the manner provided in the Declaration of Trust.

     Section 13.  LOSS OF DEPOSITS.  No Trustee shall be liable for any loss
which may occur by reason of the failure of the bank, trust company, savings
and loan association, or other institution with whom moneys or shares have
been deposited.

     Section 14.  SURETY BONDS.  Unless required by law, no Trustee shall be
obligated to give any bond or surety or other security for the performance of
any of his duties.

     Section 15.  RELIANCE.  Each Trustee, officer, employee and agent of the
Trust shall, in the performance of his duties with respect to the Trust, be
fully justified and protected with regard to any act or failure to act in
reliance in good faith upon the books of account or other records of the
Trust, upon an opinion of counsel or upon reports made to the Trust by any of
its officers or employees or by the adviser, accountants, appraisers or other
experts or consultants selected by the Trustees or officers of the Trust,
regardless of whether such counsel or expert may also be a Trustee.

     Section 16.  CERTAIN RIGHTS OF TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS.
The Trustees shall have no responsibility to devote their full time to the
affairs of the Trust.  Any Trustee or officer, employee or agent of the
Trust, in his personal capacity or in a capacity as an affiliate, employee,
or agent of any other person, or otherwise, may have business interests and
engage in business activities similar to or in addition to those of or
relating to the Trust.

     Section 17.    INTERESTED TRUSTEE TRANSACTIONS.  Section 2-419 of the
Maryland General Corporation Law (the "MGCL") shall be available for and
apply to any contract or other transaction between the Trust and any of its
Trustees or between the Trust and any other trust, corporation, firm or other
entity in which any of its Trustees is a trustee or director or has a
material financial interest.

                                 ARTICLE IV

                                 COMMITTEES

     Section 1.  NUMBER, TENURE AND QUALIFICATIONS.  The Trustees may appoint
from among its members an Executive Committee, an Audit Committee and other
committees, composed of one or more Trustees, to serve at the pleasure of the
Trustees.

     Section 2.  POWERS.  The Trustees may delegate to committees appointed
under Section 1 of this Article any of the powers of the Trustees, except as
prohibited by law.

     Section 3.  MEETINGS.  Notice of committee meetings shall be given in
the same manner as notice for special meetings of the Board of Trustees.

     One-third, but not less than one, of the members of any committee shall
be present in person at any meeting of such committee in order to constitute
a quorum for the transaction of business at such meeting, and the act of a
majority present shall be the act of such committee.  The Board of Trustees
may designate a chairman of any committee, and such chairman may fix the time
and place of its meetings unless the Board shall otherwise provide.  In the
absence or disqualification of any member of any such committee, the members
thereof present at any meeting and not disqualified from voting, whether or
not they constitute a quorum, may unanimously appoint another Trustee to act
at the meeting in the place of such absent or disqualified members.

     Each committee shall keep minutes of its proceedings and shall report
the same to the Board of Trustees at the next succeeding meeting of the Board
of Trustees, and any action by the committee shall be subject to revision and
alteration by the Board of Trustees, provided that no contract rights of
third persons shall be affected by any such revision or alteration.

     Section 4.  TELEPHONE MEETINGS.  Members of a committee of the Trustees
may participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time.  Participation in a meeting by these means shall
constitute presence in person at the meeting.

     Section 5.  INFORMAL ACTION BY COMMITTEES.  Any action required or
permitted to be taken at any meeting of a committee of the Trustees may be
taken without a meeting, if a consent in writing to such action is signed by
each member of the committee and such written consent is filed with the
minutes of proceedings of such committee.

     Section 6.     VACANCIES.  Subject to the provisions hereof, the Board
of Trustees shall have the power at any time to change the membership of any
committee, to fill all committee vacancies, to designate alternate members to
replace any absent or disqualified member or to dissolve any such committee.

                                  ARTICLE V

                                  OFFICERS

     Section 1.  GENERAL PROVISIONS.  The officers of the Trust shall consist
of a president, a secretary and a treasurer.  In addition, the Trustees may
from time to time appoint such other officers, executives, employees and
agents with such powers and duties as they shall deem necessary or desirable.
The officers of the Trust shall be elected annually by the Trustees at the
first meeting of the Trustees held after each annual meeting of shareholders.
If the election of officers shall not be held at such meeting, such election
shall be held as soon thereafter as may be convenient. Each officer shall
hold office until his successor is elected and qualifies or until his death,
resignation or removal in the manner hereinafter provided.  Any two or more
offices except president and vice president may be held by the same person.
In their discretion, the Trustees may leave unfilled any office except that
of president, treasurer and secretary.  Election of an officer or appointment
of an executive, employee or agent shall not of itself create contract rights
between the Trust and such officer or agent.

     Section 2.  REMOVAL AND RESIGNATION.  Any officer or agent of the Trust
may be removed by the Trustees if in their judgment the best interests of the
Trust would be served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed.  Any officer of the
Trust may resign at any time by giving written notice of his resignation to
the Trustees, the president or the secretary.  Any resignation shall take
effect at the time specified therein or, if the time when it shall become
effective is not specified therein, immediately upon its receipt.  The
acceptance of a resignation shall not be necessary to make it effective
unless otherwise stated in the resignation.  Such resignation shall be
without prejudice to the contract rights, if any, of the Trust.  The chief
executive officer shall have the power to hire and/or terminate all officers,
executives, employees and agents, all of whom shall report, either directly
or through superiors, to the chief executive officer.

     Section 3.  VACANCIES.  A vacancy in any office may be filled by the
Trustees for the balance of the term.

     Section 4.  CHIEF EXECUTIVE OFFICER.  The Trustees may designate a chief
executive officer from among the elected officers.  The chief executive
officer shall have responsibility for implementation of the policies of the
Trust, as determined by the Trustees, and for the administration of the
business affairs of the Trust.

     Section 5.  CHIEF OPERATING OFFICER.  The Trustees may designate a chief
operating officer from among the elected officers.  Said officer will have
the responsibilities and duties as set forth by the Trustees or the chief
executive officer.

     Section 6.  CHIEF FINANCIAL OFFICER.  The Trustees may designate a chief
financial officer from among the elected officers.  Said officer will have
the responsibilities and duties as set forth by the Trustees or the chief
executive officer.

     Section 7.  CHAIRMAN AND VICE CHAIRMAN OF THE BOARD.  The Trustees may
designate a chairman of the board and a vice chairman of the board from among
the elected Trustees.  The chairman of the board and the vice chairman of the
board shall perform such duties as may be assigned to him or them by the
Trustees.

     Section 8.  PRESIDENT.  The president shall preside over the meetings of
the Trustees and of the shareholders at which he shall be present and shall
in general supervise and control all of the business and affairs of the
Trust.  In the absence of a designation of a chief executive officer by the
Trustees, the president shall be the chief executive officer and, except as
prohibited by law, any governmental entity or any exchange on which
securities of the Trust are listed, shall be ex officio a member of all
committees that may, from time to time, be constituted by the Trustees.  The
president may execute any lease, deed, mortgage, bond, contract or other
instrument, except in cases where the execution thereof shall be expressly
delegated by the Trustees or by these Bylaws to some other officer or agent
of the Trust or shall be required by law to be otherwise executed; and in
general shall perform all duties incident to the office of president and such
other duties as may be prescribed by the Trustees from time to time.

     Section 9.  VICE PRESIDENTS.  In the absence of the president or in the
event of a vacancy in such office, the vice president (or in the event there
be more than one vice president, the vice presidents in the order designated
at the time of their election or, in the absence of any designation, then in
the order of their election) shall perform the duties of the president and
when so acting shall have all the powers of and be subject to all the
restrictions upon the president; and shall perform such other duties as from
time to time may be assigned to him by the president or by the Trustees.  The
Trustees may designate one or more vice presidents as executive vice
president or as vice president for particular areas of responsibility.

     Section 10.  SECRETARY.  The secretary shall (a) keep the minutes of the
proceedings of the shareholders, the Trustees and committees of the Trustees
in one or more books provided for that purpose; (b) see that all notices are
duly given in accordance with the provisions of these Bylaws or as required
by law; (c) be custodian of the trust records and of the seal of the Trust;
(d) keep a register of the post office address of each shareholder which
shall be furnished to the secretary by such shareholder; (e) have general
charge of the share transfer books of the Trust; and (f) in general perform
such other duties as from time to time may be assigned to him by the
president or by the Trustees.

     Section 11.  TREASURER.  The treasurer shall have the custody of the
funds and securities of the Trust and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the Trust and shall
deposit all moneys and other valuable effects in the name and to the credit
of the Trust in such depositories as may be designated by the Trustees.

     He shall disburse the funds of the Trust as may be ordered by the
Trustees, taking proper vouchers for such disbursements, and shall render to
the president and Trustees, at the regular meetings of the Trustees or
whenever they may require it, an account of all his transactions as treasurer
and of the financial condition of the Trust.

     If required by the Trustees, he shall give the Trust a bond in such sum
and with such surety or sureties as shall be satisfactory to the Trustees for
the faithful performance of the duties of his office and for the restoration
to the Trust, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, moneys and other property of whatever
kind in his possession or under his control belonging to the Trust.

     Section 12.  ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.  The
assistant secretaries and assistant treasurers, in general, shall perform
such duties as shall be assigned to them by the secretary or treasurer,
respectively, or by the president or the Trustees.  The assistant treasurers
shall, if required by the Trustees, give bonds for the faithful performance
of their duties in such sums and with such surety or sureties as shall be
satisfactory to the Trustees.

     Section 13.  SALARIES.  The salaries and other compensation of the
officers shall be fixed from time to time by the Trustees and no officer
shall be prevented from receiving such salary or other compensation by reason
of the fact that he is also a Trustee.

                                 ARTICLE VI

          CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1.  CONTRACTS.  The Trustees may authorize any officer or agent
to enter into any contract or to execute and deliver any instrument in the
name of and on behalf of the Trust and such authority may be general or
confined to specific instances.  Any agreement, deed, mortgage, lease or
other document executed by one or more of the Trustees or by an authorized
person shall be valid and binding upon the Trustees and upon the Trust when
authorized or ratified by action of the Trustees.

     Section 2.  CHECKS AND DRAFTS.  All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Trust shall be signed by such officer or officers or agent or
agents of the Trust in such manner as shall from time to time be determined
by the Trustees.

     Section 3.  DEPOSITS.  All funds of the Trust not otherwise employed
shall be deposited from time to time to the credit of the Trust in such
banks, trust companies or other depositories as the Trustees may designate.

                                 ARTICLE VII

                                   SHARES

     Section 1.  CERTIFICATES.  Each shareholder shall be entitled to a
certificate or certificates which shall represent and certify the number of
shares of each class of beneficial interests held by him in the Trust.  Each
certificate shall be signed by the president or a vice president and
countersigned by the secretary or an assistant secretary or the treasurer or
an assistant treasurer and may be sealed with the seal, if any, of the Trust.
The signatures may be either manual or facsimile. Certificates shall be
consecutively numbered; and if the Trust shall, from time to time, issue
several classes of shares, each class may have its own number series.  A
certificate is valid and may be issued whether or not an officer who signed
it is still an officer when it is issued.  Each certificate representing
shares which are restricted as to their transferability or voting powers,
which are preferred or limited as to their dividends or as to their allocable
portion of the assets upon liquidation or which are redeemable at the option
of the Trust, shall have a statement of such restriction, limitation,
preference or redemption provision, or a summary thereof, plainly stated on
the certificate.  In lieu of such statement or summary, the Trust may set
forth upon the face or back of the certificate a statement that the Trust
will furnish to any shareholder, upon request and without charge, a full
statement of such information.

     Section 2.     TRANSFERS.  Certificates shall be treated as negotiable
and title thereto and to the shares they represent shall be transferred by
delivery thereof to the same extent as those of a Maryland stock corporation.
Upon surrender to the Trust or the transfer agent of the Trust of a share
certificate duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, the Trust shall issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

     The Trust shall be entitled to treat the holder of record of any share
or shares as the holder in fact thereof and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of the
State of Maryland.

     Notwithstanding the foregoing, transfers of shares of beneficial
interest of the Trust will be subject in all respects to the Declaration of
Trust and all of the terms and conditions contained therein.

     Section 3.  REPLACEMENT CERTIFICATE.  Any officer designated by the
Trustees may direct a new certificate to be issued in place of any
certificate previously issued by the Trust alleged to have been lost, stolen
or destroyed upon the making of an affidavit of that fact by the person
claiming the certificate to be lost, stolen or destroyed. When authorizing
the issuance of a new certificate, an officer designated by the Trustees may,
in his discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate or the
owner's legal representative to advertise the same in such manner as he shall
require and/or to give bond, with sufficient surety, to the Trust to
indemnify it against any loss or claim which may arise as a result of the
issuance of a new certificate.

     Section 4.  CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.  The
Trustees may set, in advance, a record date for the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders
or determining shareholders entitled to receive payment of any dividend or
the allotment of any other rights, or in order to make a determination of
shareholders for any other proper purpose.  Such date, in any case, shall not
be prior to the close of business on the day the record date is fixed and
shall be not more than 90 days and, in the case of a meeting of shareholders
not less than ten days, before the date on which the meeting or particular
action requiring such determination of shareholders of record is to be held
or taken.

     In lieu of fixing a record date, the Trustees may provide that the share
transfer books shall be closed for a stated period but not longer than 20
days.  If the share transfer books are closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders,
such books shall be closed for at least ten days before the date of such
meeting.

     If no record date is fixed and the share transfer books are not closed
for the determination of shareholders, (a) the record date for the
determination of shareholders entitled to notice of or to vote at a meeting
of shareholders shall be at the close of business on the day on which the
notice of meeting is mailed or the 30th day before the meeting, whichever is
the closer date to the meeting; and (b) the record date for the determination
of shareholders entitled to receive payment of a dividend or an allotment of
any other rights shall be the close of business on the day on which the
resolution of the Trustees, declaring the dividend or allotment of rights, is
adopted.

     When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, except when (i) the determination has
been made through the closing of the transfer books and the stated period of
closing has expired or (ii) the meeting is adjourned to a date more than 120
days after the record date fixed for the original meeting, in either of which
case a new record date shall be determined as set forth herein.

     Section 5.  STOCK LEDGER.  The Trust shall maintain at its principal
office or at the office of its counsel, accountants or transfer agent, an
original or duplicate share ledger containing the name and address of each
shareholder and the number of shares of each class held by such shareholder.

     Section 6.  FRACTIONAL SHARES; ISSUANCE OF UNITS.  The Trustees may
issue fractional shares or provide for the issuance of scrip, all on such
terms and under such conditions as they may determine.  Notwithstanding any
other provision of the Declaration of Trust or these Bylaws, the Trustees may
issue units consisting of different securities of the Trust.  Any security
issued in a unit shall have the same characteristics as any identical
securities issued by the Trust, except that the Trustees may provide that for
a specified period securities of the Trust issued in such unit may be
transferred on the books of the Trust only in such unit.

                                ARTICLE VIII

                               ACCOUNTING YEAR

     The Trustees shall have the power, from time to time, to fix the fiscal
year of the Trust by a duly adopted resolution.

                                 ARTICLE IX

                                DISTRIBUTIONS

     Section 1.  AUTHORIZATION.  Dividends and other distributions upon the
shares of beneficial interest of the Trust may be authorized and declared by
the Trustees, subject to the provisions of law and the Declaration of Trust.
Dividends and other distributions may be paid in cash, property or shares of
the Trust, subject to the provisions of law and the Declaration of Trust.

     Section 2.  CONTINGENCIES.  Before payment of any dividends or other
distributions, there may be set aside out of any funds of the Trust available
for dividends or other distributions such sum or sums as the Trustees may
from time to time, in their absolute discretion, think proper as a reserve
fund for contingencies, for equalizing dividends or other distributions, for
repairing or maintaining any property of the Trust or for such other purpose
as the Trustees shall determine to be in the best interest of the Trust, and
the Trustees may modify or abolish any such reserve in the manner in which it
was created.

                                  ARTICLE X

                                    SEAL

     Section 1.  SEAL.  The Trustees may authorize the adoption of a seal by
the Trust.  The seal shall have inscribed thereon the name of the Trust and
the year of its formation. The Trustees may authorize one or more duplicate
seals and provide for the custody thereof.

     Section 2.  AFFIXING SEAL.  Whenever the Trust is permitted or required
to affix its seal to a document, it shall be sufficient to meet the
requirements of any law, rule or regulation relating to a seal to place the
word "(SEAL)" adjacent to the signature of the person authorized to execute
the document on behalf of the Trust.

                                 ARTICLE XI

                   INDEMNIFICATION AND ADVANCE OF EXPENSES

     To the maximum extent permitted by Maryland law in effect from time to
time, the Trust shall indemnify (a) any Trustee, officer or shareholder or
any former Trustee, officer or shareholder (including among the foregoing,
for all purposes of this Article XI and without limitation, any individual
who, while a Trustee, officer or shareholder and at the express request of
the Trust, serves or has served another real estate investment trust,
corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or any other enterprise as a director, officer,
shareholder, partner, manager or trustee of such real estate investment
trust, corporation, partnership, limited liability company, joint venture,
trust, employee benefit plan or other enterprise) who has been successful, on
the merits or otherwise, in the defense of a proceeding to which he was made
a party by reason of service in such capacity, against reasonable expenses
incurred by him in connection with the proceeding, (b) any Trustee or officer
or any former Trustee or officer against any claim or liability to which he
may become subject by reason of such status unless it is established that (i)
his act or omission was material to the matter giving rise to the proceeding
and was committed in bad faith or was the result of active and deliberate
dishonesty, (ii) he actually received an improper personal benefit in money,
property or services or (iii) in the case of a criminal proceeding, he had
reasonable cause to believe that his act or omission was unlawful and (c)
each shareholder or former shareholder against any claim or liability to
which he may become subject by reason of such status.  In addition, the Trust
shall, without requiring a preliminary determination of the ultimate
entitlement to indemnification, pay or reimburse, in advance of final
disposition of a proceeding, reasonable expenses incurred by a Trustee,
officer or shareholder or former Trustee, officer or shareholder made a party
to a proceeding by reason of such status, provided that, in the case of a
Trustee or officer, the Trust shall have received (i) a written affirmation
by the Trustee or officer of his good faith belief that he has met the
applicable standard of conduct necessary for indemnification by the Trust as
authorized by these Bylaws and (ii) a written undertaking by or on his behalf
to repay the amount paid or reimbursed by the Trust if it shall ultimately be
determined that the applicable standard of conduct was not met.  The Trust
may, with the approval of its Trustees, provide such indemnification or
payment or reimbursement of expenses to any Trustee, officer or shareholder
or any former Trustee, officer or shareholder who served a predecessor of the
Trust and to any employee or agent of the Trust or a predecessor of the
Trust. Neither the amendment nor repeal of this Article, nor the adoption or
amendment of any other provision of the Declaration of Trust or these Bylaws
inconsistent with this Article, shall apply to or affect in any respect the
applicability of this Article with respect to any act or failure to act which
occurred prior to such amendment, repeal or adoption.

     Any indemnification or payment or reimbursement of the expenses
permitted by these Bylaws shall be furnished in accordance with the
procedures provided for indemnification or payment or reimbursement of
expenses, as the case may be, under Section 2-418 of the MGCL for directors
of Maryland corporations.  The Trust may provide to Trustees, officers and
shareholders such other and further indemnification or payment or
reimbursement of expenses, as the case may be, to the fullest extent
permitted by the MGCL, as in effect from time to time, for directors of
Maryland corporations.

                                 ARTICLE XII

                              WAIVER OF NOTICE

     Whenever any notice is required to be given pursuant to the Declaration
of Trust or Bylaws or pursuant to applicable law, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice. Neither the business to be transacted at nor the
purpose of any meeting need be set forth in the waiver of notice, unless
specifically required by statute.  The attendance of any person at any
meeting shall constitute a waiver of notice of such meeting, except where
such person attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                                ARTICLE XIII

                             AMENDMENT OF BYLAWS

     The Trustees shall have the exclusive power to adopt, alter or repeal
any provision of these Bylaws and to make new Bylaws by the affirmative vote
of a majority of the Whole Board of Trustees, except where such alteration or
repeal of these Bylaws or addition of new Bylaws would affect Article III,
Section 2 hereof, in which case the affirmative vote of two-thirds of the
Whole Board of Trustees shall be required.

                                 ARTICLE XIV

                                MISCELLANEOUS

     All references to the Declaration of Trust shall include any amendments
thereto.
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