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                             ARTICLES OF AMENDMENT
                      OF THE ARTICLES OF INCORPORATION OF
                          AMERICAN REALTY TRUST, INC.

                               setting forth the

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING OR OPTIONAL
OR OTHER SPECIAL RIGHTS, AND QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF

                                       of

                      SERIES I CUMULATIVE PREFERRED STOCK

                                       of

                          AMERICAN REALTY TRUST, INC.

                    (Pursuant to Section 14-2-602(d) of the
                       Georgia Business Corporation Code)

                           --------------------------

     American Realty Trust, Inc., a corporation organized and existing under the
Georgia Business Corporation Code (hereinafter called the "Corporation"), hereby
certifies:

     THAT, pursuant to the authority conferred upon the board of directors (the
"Board of Directors") by the articles of incorporation, as amended ("Articles of
Incorporation") of the Corporation, and pursuant to Section 14-2-602(d) of the
Georgia Business Corporation Code (which Section provides that no shareholder
action is required in order to effect these articles of amendment), the Board of
Directors, by unanimous written consent dated December 27, 1999, have duly
adopted certain recitals and resolutions providing for the certificate of
designations, preferences and relative participating, optional or other special
rights and qualifications, limitations or other restrictions thereof, of a
series of special stock of the Corporation, specifically the Series I Cumulative
Preferred Stock, which recitals and resolutions are as follows:

     WHEREAS, Article Five of the Articles of Incorporation authorizes the
Corporation to issue not more than 100,000,000 shares of common voting stock,
$0.01 par value per share (the "Common Stock"), and 20,000,000 shares of a
special class of stock, $2.00 par value per share (the "Special Stock"), which
Special Stock may be issued from time to time in one or more series and shall be
designated as the Board of Directors may determine to have such voting powers,
preferences, limitations and relative rights with respect to the shares of each
series of the class of Special Stock of the Corporation as expressly provided in
a resolution or resolutions providing for the issuance of such series adopted by
the Board of Directors which is vested with the authority in respect thereof;

     WHEREAS, 91,000 shares of such Special Stock have been previously
designated as the Series D Cumulative Preferred Stock prior to the date hereof,
none of which has been issued or is outstanding;
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     WHEREAS, 80,000 shares of such Special Stock have been previously
designated as the Series E Cumulative Convertible Preferred Stock prior to the
date hereof, none of which has been issued or is outstanding;

     WHEREAS, 15,000,000 shares of such Special Stock have been previously
designated as the Series F Cumulative Convertible Preferred Stock prior to the
date hereof, 2,600,000 shares of which have been issued and are currently
outstanding;

     WHEREAS, 12,000 shares of such Special Stock have been previously
designated as the Series G Cumulative Convertible Preferred Stock prior to the
date hereof, 1,000 shares of which have been issued and are outstanding;

     WHEREAS, 231,750 shares of such Special Stock have been previously
designated as the Series H Cumulative Convertible Preferred Stock prior to the
date hereof, none of which has been issued or is outstanding; and

     WHEREAS, the Board of Directors now desires to further amend the Articles
of Incorporation to designate an additional series of the Special Stock.

     NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority granted to
the Board of Directors by Article Five of the Articles of Incorporation, the
Board of Directors hereby further amends the Articles of Incorporation to
provide for the issuance of a single series of Special Stock consisting of the
number of shares in such series as set forth below and, subject to the
provisions of Article Five of the Articles of Incorporation, hereby fixes and
determines with respect to such series the following designations, preferences
and relative participating, optional or other special rights, if any, and
qualifications, limitations and restrictions thereof:

1.  Designation and Amount.  The shares of such series shall be designated as
    "Series I Cumulative Preferred Stock" (the "Series I Preferred Stock") and
    each share of the Series I Preferred Stock shall have a par value of $2.00
    per share and a preference on liquidation as specified in Section 5 below.
    The number of shares constituting the Series I Preferred Stock shall be
    500,000.  Such number of shares may be increased or decreased by the Board
    of Directors by filing articles of amendment as provided in the Georgia
    Business Corporation Code; provided, that no decrease shall reduce the
    number of shares of Series I Preferred Stock to a number less than the
    number of shares then outstanding plus the number of shares reserved for
    issuance upon the exercise of outstanding options, rights or warrants.
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2.  Dividends and Distributions.

    (A)  The holders of shares of Series I Preferred Stock shall be entitled to
         receive, when, as, and if declared by the Board of Directors and to the
         extent permitted under the Georgia Business Corporation Code, out of
         funds legally available for the purpose and in preference to and with
         priority over dividends upon all Junior Securities, quarterly
         cumulative dividends payable in arrears in cash on the first day of
         each calendar quarter (or if such day is not a Business Day (as defined
         in Paragraph 8(B) hereof) on the next following Business Day) (each
         such date being referred to herein as a "Quarterly Dividend Payment
         Date"), commencing on the first Quarterly Dividend Payment Date after
         the first issuance of a share or a fraction of a share of Series I
         Preferred Stock, in an amount per share (rounded to the next highest
         cent) equal to 6.0% per annum of the Liquidation Value (as defined in
         Paragraph 5, but excluding from such Liquidation Value any accrued and
         unpaid dividends and distributions thereon), assuming each year
         consists of 360 days and each quarter consists of 90 days.

    (B)  Dividends shall shall begin to accrue (but not compound) cumulatively
         on outstanding shares of the Series I Preferred Stock from the date of
         issuance of such shares to and including the date on which the
         Redemption Price (as defined in Section 8(A), below) of such shares is
         paid, whether or not such dividends have been declared and whether or
         not there are profits, surplus or other funds of the Corporation
         legally available for the payment of such dividends.  For purposes of
         this Paragraph 2, the date on which the Corporation has issued any
         share of Series I Preferred Stock is its date of issuance, regardless
         of the number of times a transfer of such share is made on the stock
         records maintained by or for the Corporation and regardless of the
         number of certificates that may be issued to evidence such shares
         (whether by reason of transfer of such share or for any other reason).
         Dividends paid on the shares of Series I Preferred Stock in an amount
         less than the total amount of dividends at the time accrued and payable
         on such shares shall be allocated among the holders of such shares in
         proportion to their respective Unpaid Accrual Amounts, where for this
         purpose the "Unpaid Accrual Amount" of a holder of shares of Series I
         Preferred Stock at any time equals the total of accrued unpaid
         dividends on all such shares held by such holder.  The Board of
         Directors may fix a record date for the determination of holders of
         shares of Series I Preferred Stock entitled to receive payment of a
         dividend or distribution declared thereon other than a quarterly
         dividend paid on the Quarterly Dividend Payment Date immediately after
         such dividend accrued; which record date shall be not more than 50 days
         prior to the date fixed for the payment thereof.

    (C)  So long as any shares of the Series I Preferred Stock are
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         outstanding, the Corporation will not make, directly or indirectly, any
         distribution (as such term is defined in the Georgia Business
         Corporation Code) in respect of Junior Securities unless on the date
         specified for measuring distributions in Section 14-2-640(e) of the
         Georgia Business Corporation Code (i) all accrued dividends on the
         Series I Preferred Stock for all past quarterly dividend periods have
         been paid in full and the full amount of accrued dividends for the then
         current quarterly dividend period has been paid or declared and a sum
         sufficient for the payment thereof set apart and (ii) after giving
         effect to such distribution (a) the Corporation would not be rendered
         unable to pay its debts as they become due in the usual course of
         business and (b) the Corporation's total assets would not be less than
         the sum of its total liabilities plus the amount that would be needed,
         if the Corporation were to be dissolved at the time of the
         distribution, to satisfy the preferential rights upon dissolution of
         the holders of the Series I Preferred Stock as provided in these
         Articles of Amendment. Dividends shall not be paid (in full or in part)
         or declared and set apart for payment (in full or in part) on any
         series of Special Stock (including the Series I Preferred Stock) for
         any dividend period unless all dividends, in the case dividends are
         being paid in full on the Series I Preferred Stock, or a ratable
         portion of all dividends (i.e., so that the amount paid on each share
         of each series of Special Stock as a percentage of total accrued and
         unpaid dividends for all periods with respect to each such share is
         equal), in the case dividends are not being paid in full on the Series
         I Preferred Stock, have been or are, contemporaneously, paid and
         declared and set apart for payment on all outstanding series of Special
         Stock (including the Series I Preferred Stock) entitled thereto for
         each dividend period terminating on the same or earlier date. If at any
         time the Corporation pays less than the total amount of dividends then
         accrued with respect to the Series I Preferred Stock, such payment will
         be distributed ratably among the then holders of Series I Preferred
         Stock so that an equal amount is paid with respect to each outstanding
         share.

3.       Voting Rights and Powers. The holders of shares of Series I Preferred
         Stock shall have only the following voting rights:

    (A)  Except as may otherwise be specifically required by law under Section
         14-2-1004 of the Georgia Business Corporation Code, the holders of the
         shares of Series I Preferred Stock shall not have the right to vote
         such stock, directly or indirectly, at any meeting of the shareholders
         of the Corporation, and such shares of stock shall not be counted in
         determining the total number of outstanding shares to constitute a
         quorum at any meeting of shareholders;

    (B)  In the event that, under the circumstances, the holders of the Series I
         Preferred Stock are required by law to vote upon any matter, the
         approval of such series shall be deemed to have
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         been obtained only upon the affirmative vote of the holders of a
         majority of the shares of the Series I Preferred Stock then
         outstanding;

    (C)  Except as set forth herein, or as otherwise provided by the Articles of
         Incorporation or by law, holders of the Series I Preferred Stock shall
         have no voting rights and their consent shall not be required for the
         taking of any corporate action.

4.       Reacquired Shares.  Any shares of Series I Preferred Stock purchased or
         otherwise acquired by the Corporation in any manner whatsoever shall no
         longer be deemed to be outstanding and all rights with respect to such
         shares of stock, including the right, if any, to receive notices and to
         vote, shall forthwith cease. All shares of Series I Preferred Stock
         obtained by the Corporation shall be retired and canceled promptly
         after the acquisition thereof. All such shares shall upon their
         cancellation become authorized but unissued shares of Special Stock and
         may be reissued as part of a new series of Special Stock subject to the
         conditions and restrictions on issuance set forth herein, in the
         Articles of Incorporation, or in any other Certificates of Designations
         creating a series of Special Stock or any similar stock or as otherwise
         required by law.

5.       Liquidation, Dissolution or Winding Up.  Upon any liquidation,
         dissolution or winding up of the Corporation, and after paying and
         providing for the payment of all creditors of the Corporation, the
         holders of shares of the Series I Preferred Stock then outstanding
         shall be entitled, before any distribution or payment is made upon any
         Junior Securities (defined to be and mean the Common Stock and any
         other equity security of any kind which the Corporation at any time has
         issued, issues or is authorized to issue if the Series I Preferred
         Stock has priority over such securities as to dividends or upon
         liquidation, dissolution or winding up), to receive a liquidation
         preference in an amount in cash equal to$10.00 per share plus an amount
         equal to accrued and unpaid dividends and distributions thereon,
         whether or not declared, to the date of such payment (the "Liquidation
         Value"), whether such liquidation is voluntary or involuntary and the
         holders of the Series I Preferred Stock shall not be entitled to any
         other or further distributions of the assets. If, upon any liquidation,
         dissolution or winding up of the affairs of the Corporation, the net
         assets available for distribution shall be insufficient to permit
         payment to the holders of all outstanding shares of all series of
         Special Stock of the amount to which they respectively shall be
         entitled, then the assets of the Corporation to be distributed to such
         holders will be distributed ratably among them based upon the amounts
         payable on the shares of each such series of Special Stock in the event
         of voluntary or involuntary liquidation, dissolution or winding up, as
         the case may be, in proportion to the full preferential amounts,
         together with any and all arrearages to which they are
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         respectively entitled. Upon any such liquidation, dissolution or
         winding up of the Corporation, after the holders of Special Stock have
         been paid in full the amounts to which they are entitled, the remaining
         assets of the Corporation may be distributed to holders of Junior
         Securities, including Common Stock, of the Corporation. The Corporation
         will mail written notice of such liquidation, dissolution or winding
         up, not less than twenty (20) nor more than fifty (50) days prior to
         the payment date stated therein to each record holder of Series I
         Preferred Stock. Neither the consolidation nor merger of the
         Corporation into or with any other corporation or corporations, nor the
         sale or transfer by the Corporation of less than all or substantially
         all of its assets, nor a reduction in the capital stock of the
         Corporation, nor the purchase or redemption by the Corporation of any
         shares of its Special Stock or Common Stock or any other class of its
         stock will be deemed to be a liquidation, dissolution or winding up of
         the Corporation within the meaning of this Paragraph 5.

6.       Ranking.  The Series I Preferred Stock shall rank on a parity as to
         dividends and upon liquidation, dissolution or winding up with all
         other shares of Special Stock issued by the Corporation. The
         Corporation shall not issue any shares of Special Stock of any series
         which are superior to the Series I Preferred Stock as to dividends or
         rights upon liquidation, dissolution or winding up of the Corporation
         as long as any shares of the Series I Preferred Stock are issued and
         outstanding, without the prior written consent of the holders of a
         majority of such shares of Series I Preferred Stock then outstanding
         voting separately as a class.

7.       Redemption at the Option of the Holder.  The shares of Series I
         Preferred Stock shall not be redeemable at the option of a holder of
         Series I Preferred Stock.

8.       Redemption at the Option of the Corporation.

    (A)  The Corporation shall have the right to redeem all or a portion of the
         Series I Preferred Stock issued and outstanding at any time and from
         time to time.  The redemption price of the Series I Preferred Stock
         shall be an amount per share equal to the Liquidation Value (the
         "Redemption Price")

    (B)  The Corporation may redeem all or a portion of any holder's shares of
         Series I Preferred Stock by giving such holder not less than twenty
         (20) days nor more than thirty (30) days notice thereof prior to the
         date on which the Corporation desires such shares to be redeemed, which
         date shall be a Business Day (defined herein to mean any day other than
         a Saturday, a Sunday or a day on which banking institutions in Dallas,
         Texas are authorized or obligated by law or executive order to remain
         closed) (the "Redemption Date").  Such notice shall be written and
         shall be hand delivered or mailed, postage prepaid, to the holder (the
         "Redemption Notice").  If mailed,
<PAGE>

         such notice shall be deemed to be delivered when deposited in the
         United States Mail, postage prepaid, addressed to the holder of shares
         of Series I Preferred Stock at his address as it appears on the stock
         transfer records of the Corporation. The Redemption Notice shall state

                   (i) the total number of shares of Series I Preferred Stock
         held by such holder;

                   (ii) the total number of shares of the holder's Series I
         Preferred Stock that the Corporation intends to redeem;

                   (iii) the Redemption Date and the Redemption Price; and

                   (iv) the place at which the holder(s) may obtain payment of
         the applicable Redemption Price upon surrender of the share
         certificate(s).

    (C)  If fewer than all shares of the Series I Preferred Stock at any
<PAGE>

         time outstanding shall be called for redemption, such shares shall be
         redeemed pro rata, by lot drawn or other manner deemed fair in the sole
         discretion of the Board of Directors to redeem one or more such shares
         without redeeming all such shares of Series I Preferred Stock. If such
         Redemption Notice shall have been so mailed, on or before the
         Redemption Date the Corporation may provide for payment of a sum
         sufficient to redeem the applicable number of shares of Series I
         Preferred Stock subject to redemption either by (i) setting aside the
         sum required to be paid as the Redemption Price by the Corporation,
         separate and apart from its other funds, in trust for the account of
         the holder(s) of the shares of Series I Preferred Stock to be redeemed
         or (ii) depositing such sum in a bank or trust company (either located
         in the state where the principal executive office of the Corporation is
         maintained, such bank or trust company having a combined surplus of at
         least $20,000,000 according to its latest statement of condition, or
         such other bank or trust company as may be permitted by the Articles of
         Incorporation, or by law) as a trust fund, with irrevocable
         instructions and authority to the bank or trust company to give or
         complete the notice of redemption and to pay, on or after the
         Redemption Date, the applicable Redemption Price on surrender of
         certificates evidencing the share(s) of Series I Preferred Stock so
         called for redemption and, in either event, from and after the
         Redemption Date (a) the share(s) of Series I Preferred Stock shall be
         deemed to be redeemed, (b) such setting aside or deposit shall be
         deemed to constitute full payment for such shares(s), (c) such share(s)
         so redeemed shall no longer be deemed to be outstanding, (d) the
         holder(s) thereof shall cease to be a shareholder of the Corporation
         with respect to such share(s), and (e) such holder(s) shall have no
         rights with respect thereto except the right to receive the Redemption
         Price for the applicable shares. Any interest on the funds so deposited
         shall be paid to the Corporation. Any and all such redemption deposits
         shall be irrevocable except to the following extent: any funds so
         deposited which shall not be required for the redemption of any shares
         of Series I Preferred Stock because of any prior sale or purchase by
         the Corporation other than through the redemption process, subsequent
         to the date of deposit but prior to the Redemption Date, shall be
         repaid to the Corporation forthwith and any balance of the funds so
         deposited and unclaimed by the holder(s) of any shares of Series I
         Preferred Stock entitled thereto at the expiration of one calendar year
         from the Redemption Date shall be repaid to the Corporation upon its
         request or demand therefor, and after any such repayment of the
         holder(s) of the share(s) so called for redemption shall look only to
         the Corporation for payment of the Redemption Price thereof. All shares
         of Series I Preferred Stock redeemed shall be canceled and retired and
         no shares shall be issued in place thereof, but such shares shall be
         restored to the status of authorized but unissued shares of Special
         Stock.

    (D)  On or before the Redemption Date, the holder whose shall redeem
<PAGE>

         such Series I Preferred Stock hereunder shall surrender the certificate
         or certificates representing such shares, duly endorsed or assigned
         (unless such endorsement or assignment be waived by the Corporation),
         to the Corporation by mail, courier or personal delivery at the
         Corporation's principal executive office or other location so
         designated in the Redemption Notice, and upon the Redemption Date the
         Redemption Price shall be payable to the order of the person whose name
         appears on such certificate or certificates as the owner thereof, and
         each surrendered certificate shall be canceled and retired. In the
         event fewer than all of the shares represented by such certificates are
         redeemed, a new certificate shall be issued representing the unredeemed
         shares.

    (E)  If the Redemption Notice is not withdrawn prior to one Business Day
         before the Redemption Date, and if on or prior to the Redemption Date
         the Redemption Price is either paid or made available for payment, then
         notwithstanding that the certificates evidencing any of the shares of
         the Series I Preferred Stock so called for redemption have not been
         surrendered, (i) all rights with respect to such shares shall forthwith
         after the Redemption Date cease and terminate, to the full extent
         permitted by applicable law, except only the right of the holders to
         receive the Redemption Price without interest upon surrender of their
         certificates therefor, and (ii) to the full extent permitted by
         applicable law, such shares shall no longer be deemed outstanding for
         any purpose.

9.       Sinking Fund.  The Corporation shall not be required to maintain any
         so-called "sinking fund" for the retirement on any basis of the Series
         I Preferred Stock.

10.      Fractional Shares.  The Series I Preferred Stock may be issued in
         fractions of a share which shall entitle the holder, in proportion to
         such holder's fractional shares, to exercise voting rights, receive
         dividends, participate in distributions and to have the benefit of all
         other rights of holders of shares of Series I Preferred Stock.

11.      Notice.  Any notice or request made to the Corporation in connection
         with the Series I Preferred Stock shall be given, and shall
         conclusively be deemed to have been given and received three Business
         Days following deposit thereof in writing, in the U.S. mails, certified
         mail, return receipt requested, duly stamped and addressed to the
         Corporation, to the attention of its General Counsel, at its principal
         executive offices (which shall be deemed to be the address most
         recently provided to the Securities and Exchange Commission ("SEC") as
         its principal executive offices for so long as the Corporation is
         required to file reports with the SEC).
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IN WITNESS WHEREOF, these Articles of Amendment are executed on behalf of the
Corporation by its President and attested by its Secretary as of the 7 day of
January, 2000.



                                     /s/ Karl L. Blaha
                                   --------------------------------------
                                   Karl L. Blaha
                                   President

Attest:



  /s/ Robert A. Waldman
---------------------------
Robert A. Waldman
Secretary