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                                                                    EXHIBIT 3.9

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

                                  deleting the

                          CERTIFICATE OF DESIGNATIONS

                                       of

               SERIES A CUMULATIVE PARTICIPATING PREFERRED STOCK

                                       of

                          AMERICAN REALTY TRUST, INC.

                (Pursuant to Sections 14-2-602(d) and (e) 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 (the
"Articles of Incorporation") of the Corporation, and pursuant to Sections
14-2-602(d) and (e) of the Georgia Business Corporation Code (which Sections
provide that no shareholder action is required in order to effect these
articles of amendment), the Board of Directors by unanimous vote at a meeting
held on February 27, 1997, duly adopted certain recitals and resolutions
providing for the decrease in the number of shares contained in the
Corporation's Series A Cumulative Participating Preferred Stock from 500,000 to
0 and for the elimination of the Series A Preferred Stock from the Articles of
Incorporation and the Corporation's capital structure, which recitals and
resolutions are as follows:

      WHEREAS, Article Five of the Articles of Incorporation authorizes the
Corporation to issue not more than 16,666,667 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, 500,000 shares of such Special Stock have been previously
designated as the Series A Cumulative Participating Preferred Stock prior to
the date hereof;


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      WHEREAS, the Board of Directors of the Corporation originally designated
the Series A Cumulative Participating Preferred Stock in connection with the
adoption of a preferred share purchase rights plan and the issuance of rights
to all holders of the Corporation's Common Stock;

     WHEREAS, the Corporation has terminated the aforesaid rights plan and has
redeemed all of the outstanding rights;

     WHEREAS, no shares of the Series A Cumulative Participating Preferred Stock
are issued and outstanding;

     WHEREAS, the Board of Directors has determined that the Corporation will
not issue shares of the Series A Cumulative Participating Preferred Stock;

     WHEREAS, in light of the foregoing, the Board of Directors desires to amend
the Articles of Incorporation to decrease the number of authorized shares of the
Series A Cumulative Participating Preferred Stock from 500,000 to 0 and thereby
eliminate the Series A Cumulative Participating Preferred Stock from the
Corporation's capital structure;

     NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority granted to
the Board of Directors by Article Five of the Articles of Incorporation and
under Sections 14-2-602(d) and (e) of the Georgia Business Corporation Code,
the Board of Directors hereby amends the Articles of Incorporation (a) to
decrease the number of authorized shares of the Series A Cumulative
Participating Preferred Stock from 500,000 to 0 and thereby eliminate such
series from the Corporation's capital structure, with such 500,000 shares of
the Special Stock again being available to be designated pursuant to Article
Five of the Articles of Incorporation; and (b) to delete from the Articles of
Incorporation the Certificate of Designations of the Series A Cumulative
Participating Preferred Stock.

     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 27th
day of February, 1997.



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

Attest:

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


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