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                                    EXHIBIT 2
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                           CLEVETRUST REALTY INVESTORS
                      RESOLUTIONS OF THE BOARD OF TRUSTEES
                               SEPTEMBER 24, 1996

         WHEREAS, over a period of several months this Board of Trustees has
considered the following factors:

         Due to the size and diversity of the portfolio of the Trust and the
         size of the public float of its shares, the Trust has not been able to
         attract substantial interest from the investment community.

         The portfolio of the Trust is significantly diversified by location and
         type of property, having properties concentrated in the Southwest
         region and two properties in Iowa, one land parcel in Ohio and one
         property in South Carolina;

         The current market value of the public "float" of the shares of
         beneficial interest, $1 par value, of the Trust (the "Shares") was
         approximately $6,960,000 as of August 31, 1996;

         Because of the relatively small size of the portfolio of the Trust, the
         administrative expenses ratio for the Trust tends to be at a higher
         percentage to funds from operations than the larger real estate
         investment trusts existing today;

         Due to the Trust's share concentration in four principal shareholders,
         the Trust did not qualify as a REIT for the past two years, which has
         lessened its visibility within the REIT industry;

         Most real estate investment vehicles that have been well received in
         the investment community in recent years have had portfolios
         concentrated in a single geographic region or a single property type
         with a unifying theme;

         During the past several years, the Trust has attempted to reconfigure
         its investment goals and objectives with a long-term strategy of being
         a real estate owner and manager of suburban office buildings and the
         Trust began a short-term investment strategy of investing in other REIT
         and publicly traded real estate company securities;

         Despite the efforts of the Board and Management, the Trust was unable
         to accomplish the growth objectives needed to be competitive in today's
         public real estate/REIT investment market;

         The Board and Management of the Trust has estimated likely sale
         proceeds of individual assets in the Trust's portfolio during a 3-year
         period based upon current and projected operating results and
         capitalization rates believed appropriate by management based upon
         their experience in the purchase, financing, management and sale of
         various real estate properties; and

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         Although there has been some discussions concerning the formation of a
         sister REIT and potential mergers/combinations with other companies, no
         potential acquirer of substantially all of the assets of the Trust has
         yet been identified that the Trustees believe would provide
         consideration in excess of that available through an orderly
         liquidation of the Trust; and

         WHEREAS, based upon such analysis, the Trustees believe that (subject
to future conditions in the markets for real estate, mortgage financing, real
estate investment vehicles like the trust and securities in general) the
proceeds available for distribution per outstanding Share from a successful
orderly liquidation of the Trust should exceed the current market price of the
Shares; and

         NOW THEREFORE BE IT RESOLVED, that, subject to approval of termination
of the Trust from the holders of the Shares as required by the terms of the
Declaration of Trust and applicable law, the Trust shall proceed with an orderly
liquidation of its assets, satisfaction of its liabilities, establishment of
such reserves, if any, as the Trustees shall determine to be appropriate to
provide for contingent or indeterminable liabilities and distribution of the net
assets of the Trust to the holders of the Shares; and

         FURTHER RESOLVED, that, after approval of such plan of liquidation by
the holders of the Shares, the Trust shall cease to operate except for the
purpose of the orderly liquidation of its assets and the winding up of its
affairs and such liquidation and winding up shall be completed no later than
December 31, 1999 unless the Board of Trustees shall hereafter determine that
due to circumstances at that time it is no longer in the best interests of the
shareholders of the Trust that such liquidation and winding up be completed by
December 31, 1999; and

         FURTHER RESOLVED, that the officers of the Trust are hereby authorized
to enter into on behalf of the Trust Amended and Restated Employment Agreements
and related documentation with the officers of the Trust on the terms presented
to this meeting of the Board of Trustees; and

         FURTHER RESOLVED, that there shall be submitted at the next annual
meeting of the holders of the Shares proposals for:


         a.       Amendment of the Declaration of Trust as provided in the
                  proposed amendment presented at this meeting in order to
                  clarify procedures for disposition of properties in
                  liquidation of the Trust;

         b.       Approval of the plan of liquidation and termination of the
                  Trust as provided in Section 13.1 of the Declaration of Trust;
                  and

         c.       approval of the Amended and Restated Employment Agreement with
                  Mr. Kikol.