EXHIBIT 3.2
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                       ARVIDA/JMB PARTNERS, L.P.

                    ACKNOWLEDGMENT AND AMENDMENT OF
                         PARTNERSHIP AGREEMENT
                    -------------------------------


     This Acknowledgment and Amendment of Partnership Agreement is made
and executed as of the 30th day of March, 1990 by Arvida/JMB Associates, an
Illinois general partnership, ("Associates") and Arvida/JMB Limited
Partnership, an Illinois limited partnership, ("Arvida") both as associate
limited partners of the Partnership, and JMB Investor Services Corporation,
an Illinois corporation and the assignor to assignee holders of limited
partnership interests ("JMB") (Associates, Arvida and JMB herein
collectively referred to as the "Limited Partners"), and Arvida/JMB
Managers, Inc., a Delaware corporation (the "General Partner").

     WHEREAS, the Limited Partners are limited partners of Arvida/JMB
Partners, L.P., a Delaware limited partnership (the "Partnership").

     WHEREAS, Arvida/JMB Managers, Inc., an Illinois corporation, which
has formerly served as the general partner of the Partnership, has been
merged into the General Partner and, pursuant to Section 6.1B of the
Partnership Agreement, the General Partner has agreed to continue as the
general partner of the Partnership.

     NOW, THEREFORE, the parties hereby agree and acknowledge as follows:

     1.    The General Partner and the Limited Partners shall continue as
the partners of the Partnership, each with all of the rights and powers of
partners therein, as set forth in the certificate and agreement of limited
partnership of the Partnership, as amended to date (the "Partnership
Agreement") and in the Revised Uniform Limited Partnership Act of the State
of Delaware, and the Partnership and its business shall be continued in all
respects.

     2.    The General Partner hereby agrees that it is a signatory to the
Partnership Agreement and, together with the Limited Partners, adopts and
agrees to be bound by all of the provisions of the Partnership Agreement,
as amended from time to time in accordance with the provisions of the
Partnership Agreement.

     3.    The General Partner is hereby authorized and empowered, on
behalf of the Partnership, to execute any and all documents, enter into any
and all agreements, or take any and all other actions, in name of the
Partnership or otherwise, as shall be necessary or appropriate in
connection with the business of the Partnership at any time. It is further
understood and agreed that the Chairman, President or any Vice President of
the General Partner may act for and in the name of the General Partner in
the exercise by the General Partner of any of its rights and powers
hereunder. In dealing with the General Partner (or the Chairman, President
or any Vice President thereof) so acting on behalf of the General Partner,
the Limited Partners or the Partnership, no person shall be required to
inquire into the authority of the General Partner or such individual to
bind the Partnership. Persons dealing with the Partnership are entitled to
rely conclusively upon the power and authority of the General Partner (and
of the Chairman, President or any Vice President of the General Partner) as
set forth herein.



<PAGE>


     4.    The Limited Partners and the General Partner agree to take any
and all other actions as shall be necessary or appropriate to reflect the
continuation of the Partnership's business,including the filing with any
agency of this document and any other documents which shall be necessary or
appropriate in connection therewith.

     5.    Nothing contained herein or contemplated hereby shall be deemed
to render the Limited Partners or the General Partner liable for any
obligations for which they would otherwise not be liable as the partners of
the Partnership.

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



                            GENERAL PARTNER

                            Arvida/JMB Managers, Inc.
                            (a Delaware Corporation)


                            By:   /s/ Neil G. Bluhm
                                  ------------------------------
                                  Neil G. Bluhm, President



                            LIMITED PARTNERS

                            JMB INVESTOR SERVICES CORPORATION


                            By:   /s/ Neil G. Bluhm
                                  ------------------------------
                                  Neil G. Bluhm, President



                            ARVIDA/JMB ASSOCIATES

                            By:   ARVIDA/JMB MANAGERS-II, INC.


                            By:   /s/ Neil G. Bluhm
                                  ------------------------------
                                  Neil G. Bluhm, President



                            ARVIDA/JMB LIMITED PARTNERSHIP

                            By:   ARVIDA/JMB ASSOCIATES

                            By:   ARVIDA/JMB MANAGERS-II, INC.


                            By:   /s/ Neil G. Bluhm
                                  ------------------------------
                                  Neil G. Bluhm, President