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                                                                    EXHIBIT 10.4

                                THIRD AMENDMENT

                                       to

                               ADVISORY AGREEMENT

                                    between

                          AMERICAN REALTY TRUST, INC.

                                      and

                         NATIONAL REALTY ADVISORS, INC.


             This Third Amendment (the "Amendment") is made as of October 1,
1991 by and between American Realty Trust, Inc., a Georgia corporation (the
"Trust"), and National Realty Advisors, Inc., a Nevada corporation (the
"Advisor"), and amends the Advisory Agreement (the "Advisory Agreement") dated
as of October 4, 1989 as heretofore amended, between the Trust and the Advisor.

             For good and valuable consideration, the receipt of which is
hereby acknowledged, the Trust and the Advisor hereby agree as follows:

             1.       Capitalized terms used but not defined herein shall
                      have the meanings assigned to them in the Advisory
                      Agreement.

             2.       Amendment of Base Compensation Formula.  Effective
                      October 1, 1991, Section 8(a) of the Advisory Agreement
                      is hereby amended in its entirety to read as follows:

                      (a)    Base Compensation.  On or before the fifteenth
                             -----------------
                             (15th) day of each calendar month, the Trust shall
                             pay to the Advisor .0625% (.75% on an annualized
                             basis) of Average Invested Assets of the Trust
                             during the preceding month; provided however, that
                             at such time as the Trust's earnings for the four
                             preceding quarters equal or exceed $2.00 per
                             share, the Base Compensation shall increase to
                             .125% (one and one-half percent on an annualized
                             basis) of Average Invested Assets of the Trust
                             during the preceding month.

             3.       Other Provisions Unaffected.  All other provisions of
                      the Advisory Agreement remain unchanged and in full
                      force and effect.

             4.       GOVERNING LAW.  THIS AMENDMENT SHALL BE CONSTRUED AND
                      INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
                      NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
                      PERFORMED THEREIN.


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             5.       Counterparts.  This Amendment may be executed in any
                      number of counterparts, and by the Trust and the
                      Advisor in separate counterparts, each of which shall
                      be original, but all of which together shall constitute
                      one and the same agreement.

             IN WITNESS WHEREOF, the parties have entered into this Amendment
on April 21, 1992, and effective as of October 1, 1991.





                                      /s/ William S. Friedman
                                   -------------------------------
                                   William S. Friedman,
                                   President





                                      /s/ Hamilton P. Schrauff
                                   -------------------------------
                                   Hamilton P. Schrauff,
                                   Executive Vice President



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