<PAGE>

                                                                   EXHIBIT (3.2)

                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                         SHURGARD STORAGE CENTERS, INC.



Effective on July 26, 1995


<PAGE>

                                    CONTENTS
                                    --------

SECTION 1.     DEFINITIONS . . . . . . . . . . . . . . . . . . . . . .    1

SECTION 2.     OFFICES . . . . . . . . . . . . . . . . . . . . . . . .    4

SECTION 3.     STOCKHOLDERS. . . . . . . . . . . . . . . . . . . . . .    4
      3.1      Annual Meeting. . . . . . . . . . . . . . . . . . . . .    4
      3.2      Special Meetings. . . . . . . . . . . . . . . . . . . .    4
      3.3      Place of Meeting. . . . . . . . . . . . . . . . . . . .    4
      3.4      Notice of Meeting . . . . . . . . . . . . . . . . . . .    4
      3.5      Business for Stockholders' Meetings . . . . . . . . . .    5
               3.5.1   Business at Annual Meetings . . . . . . . . . .    5
               3.5.2   Business at Special Meetings. . . . . . . . . .    5
               3.5.3   Notice to Corporation . . . . . . . . . . . . .    5
      3.6      Waiver of Notice. . . . . . . . . . . . . . . . . . . .    6
               3.6.1   In Writing. . . . . . . . . . . . . . . . . . .    6
               3.6.2   By Attendance . . . . . . . . . . . . . . . . .    6
      3.7      Fixing of Record Date for Determining Stockholders. . .    6
               3.7.1   Meetings. . . . . . . . . . . . . . . . . . . .    6
               3.7.2   Consent to Corporate Action Without a Meeting .    6
               3.7.3   Dividends, Distributions and Other Rights . . .    7
      3.8      Voting List . . . . . . . . . . . . . . . . . . . . . .    7
      3.9      Quorum  . . . . . . . . . . . . . . . . . . . . . . . .    7
      3.10     Manner of Acting. . . . . . . . . . . . . . . . . . . .    7
      3.11     Proxies . . . . . . . . . . . . . . . . . . . . . . . .    8
               3.11.1  Appointment . . . . . . . . . . . . . . . . . .    8
               3.11.2  Delivery to Corporation; Duration . . . . . . .    8
      3.12     Voting of Shares. . . . . . . . . . . . . . . . . . . .    8
      3.13     Voting for Directors. . . . . . . . . . . . . . . . . .    8
      3.14     Action by Stockholders Without a Meeting. . . . . . . .    8
      3.15     Inspectors of Election. . . . . . . . . . . . . . . . .    9
               3.15.1  Appointment . . . . . . . . . . . . . . . . . .    9
               3.15.2  Duties. . . . . . . . . . . . . . . . . . . . .    9

SECTION 4.     BOARD OF DIRECTORS. . . . . . . . . . . . . . . . . . .   10
      4.1      General Powers. . . . . . . . . . . . . . . . . . . . .   10
      4.2      Number and Tenure . . . . . . . . . . . . . . . . . . .   10
      4.3      Nomination and Election . . . . . . . . . . . . . . . .   10
               4.3.1   Nomination. . . . . . . . . . . . . . . . . . .   10
               4.3.2   Election. . . . . . . . . . . . . . . . . . . .   11
      4.4      Annual and Regular Meetings . . . . . . . . . . . . . .   11
      4.5      Special Meetings. . . . . . . . . . . . . . . . . . . .   11
      4.6      Meetings by Telephone . . . . . . . . . . . . . . . . .   11
      4.7      Notice of Special Meetings. . . . . . . . . . . . . . .   11
               4.7.1   Personal Delivery . . . . . . . . . . . . . . .   12
               4.7.2   Delivery by Mail. . . . . . . . . . . . . . . .   12
               4.7.3   Delivery by Private Carrier . . . . . . . . . .   12
               4.7.4   Facsimile Notice. . . . . . . . . . . . . . . .   12
               4.7.5   Delivery by Telegraph . . . . . . . . . . . . .   12
               4.7.6   Oral Notice . . . . . . . . . . . . . . . . . .   12
      4.8      Waiver of Notice. . . . . . . . . . . . . . . . . . . .   12


                                      -ii-
<PAGE>

               4.8.1   In Writing. . . . . . . . . . . . . . . . . . .   12
               4.8.2   By Attendance . . . . . . . . . . . . . . . . .   12
      4.9      Quorum  . . . . . . . . . . . . . . . . . . . . . . . .   13
      4.10     Manner of Acting. . . . . . . . . . . . . . . . . . . .   13
      4.11     Presumption of Assent . . . . . . . . . . . . . . . . .   13
      4.12     Action by Board or Committees Without a Meeting . . . .   13
      4.13     Resignation . . . . . . . . . . . . . . . . . . . . . .   13
      4.14     Removal . . . . . . . . . . . . . . . . . . . . . . . .   13
      4.15     Vacancies . . . . . . . . . . . . . . . . . . . . . . .   13
      4.16     Executive and Other Committees. . . . . . . . . . . . .   14
               4.16.1  Creation and Authority of Committees. . . . . .   14
               4.16.2  Audit Committee . . . . . . . . . . . . . . . .   14
               4.16.3  Compensation Committee. . . . . . . . . . . . .   14
               4.16.4  Nominating and Organization Committee . . . . .   14
               4.16.5  Minutes of Meetings . . . . . . . . . . . . . .   15
               4.16.6  Quorum and Manner of Acting . . . . . . . . . .   15
               4.16.7  Resignation . . . . . . . . . . . . . . . . . .   15
               4.16.8  Removal . . . . . . . . . . . . . . . . . . . .   15
      4.17     Compensation. . . . . . . . . . . . . . . . . . . . . .   15
      4.18     Lead Outside Director . . . . . . . . . . . . . . . . .   15

SECTION 5.     OFFICERS. . . . . . . . . . . . . . . . . . . . . . . .   15
      5.1      Number  . . . . . . . . . . . . . . . . . . . . . . . .   15
      5.2      Election and Term of Office . . . . . . . . . . . . . .   16
      5.3      Resignation . . . . . . . . . . . . . . . . . . . . . .   16
      5.4      Removal . . . . . . . . . . . . . . . . . . . . . . . .   16
      5.5      Vacancies . . . . . . . . . . . . . . . . . . . . . . .   16
      5.6      Chairman of the Board . . . . . . . . . . . . . . . . .   16
      5.7      President . . . . . . . . . . . . . . . . . . . . . . .   16
      5.8      Vice President. . . . . . . . . . . . . . . . . . . . .   16
      5.9      Secretary . . . . . . . . . . . . . . . . . . . . . . .   17
      5.10     Treasurer . . . . . . . . . . . . . . . . . . . . . . .   17
      5.11     Salaries. . . . . . . . . . . . . . . . . . . . . . . .   17

SECTION 6.     CONTRACTS, LOANS, CHECKS AND DEPOSITS . . . . . . . . .   17
      6.1      Contracts . . . . . . . . . . . . . . . . . . . . . . .   17
      6.2      Loans to the Corporation. . . . . . . . . . . . . . . .   17
      6.3      Checks, Drafts, Etc.. . . . . . . . . . . . . . . . . .   18
      6.4      Deposits. . . . . . . . . . . . . . . . . . . . . . . .   18

SECTION 7.     CERTIFICATES FOR SHARES AND THEIR TRANSFER. . . . . . .   18
      7.1      Issuance of Shares. . . . . . . . . . . . . . . . . . .   18
      7.2      Certificates for Shares . . . . . . . . . . . . . . . .   18
      7.3      Stock Records . . . . . . . . . . . . . . . . . . . . .   18
      7.4      Restriction on Transfer . . . . . . . . . . . . . . . .   18
      7.5      Transfers of Shares . . . . . . . . . . . . . . . . . .   19
      7.6      Stockholders' Disclosures . . . . . . . . . . . . . . .   19
      7.7      Lost or Destroyed Certificates. . . . . . . . . . . . .   19

SECTION 8.     BOOKS AND RECORDS . . . . . . . . . . . . . . . . . . .   19
      8.1      Maintenance of Books and Records. . . . . . . . . . . .   19
      8.2      Annual Report to Stockholders . . . . . . . . . . . . .   19


                                      -iii-
<PAGE>

SECTION 9.     ACCOUNTING YEAR . . . . . . . . . . . . . . . . . . . .   20

SECTION 10.    SEAL    . . . . . . . . . . . . . . . . . . . . . . . .   20

SECTION 11.    INDEMNIFICATION . . . . . . . . . . . . . . . . . . . .   20
      11.1     Right to Indemnification. . . . . . . . . . . . . . . .   20
      11.2     Right of Indemnitee to Bring Suit . . . . . . . . . . .   21
      11.3     Nonexclusivity of Rights. . . . . . . . . . . . . . . .   21
      11.4     Insurance, Contracts and Funding. . . . . . . . . . . .   21
      11.5     Indemnification of Employees and Agents of 
                 the Corporation . . . . . . . . . . . . . . . . . . .   21
      11.6     Persons Serving Other Entities. . . . . . . . . . . . .   21
      11.7     Procedures for the Submission of Claims . . . . . . . .   22

SECTION 12.    INVESTMENT POLICY AND RESTRICTIONS. . . . . . . . . . .   22
      12.1     General Statement of Policy . . . . . . . . . . . . . .   22
               12.1.1  Types of Investments. . . . . . . . . . . . . .   22
               12.1.2  Tax Treatment as a REIT . . . . . . . . . . . .   22
               12.1.3  Liability Protection. . . . . . . . . . . . . .   22
               12.1.4  Review of Investment Policies . . . . . . . . .   22
      12.2     Appraisal Requirement . . . . . . . . . . . . . . . . .   22
      12.3     Specific Investments. . . . . . . . . . . . . . . . . .   23
      12.4     Reserves. . . . . . . . . . . . . . . . . . . . . . . .   23
      12.5     Investment Restrictions . . . . . . . . . . . . . . . .   23
      12.6     Restrictions Upon Dealings Between the 
                 Corporation and Interested Parties. . . . . . . . . .   25
      12.7     Corporation's Right to Borrow Funds . . . . . . . . . .   26
      12.8     Pursuit of Ancillary Services . . . . . . . . . . . . .   26
      12.9     Corporation's Right to Participate in 
                 Joint Investments . . . . . . . . . . . . . . . . . .   27
      12.10    Investment in Corporation's Shares. . . . . . . . . . .   27

SECTION 13.    INDEPENDENT ACTIVITIES. . . . . . . . . . . . . . . . .   28
      13.1     Shares Held by Directors and Officers . . . . . . . . .   28
      13.2     Business Interests and Investments of Directors . . . .   28
      13.3     Other Business Relationships of Directors . . . . . . .   28

SECTION 14.    AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . .   28
        
SECTION 15.    MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . .   28
      15.1     Provisions in Conflict With Law or Regulations. . . . .   28
      15.2     Reliance Upon Legal Advice. . . . . . . . . . . . . . .   28
      15.3     Construction. . . . . . . . . . . . . . . . . . . . . .   29


                                      -iv-
<PAGE>

                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                         SHURGARD STORAGE CENTERS, INC.

                             SECTION 1.  DEFINITIONS

     Whenever used in these By-Laws, unless the context otherwise requires, the
terms defined in this Section 1 shall have the following respective meanings:

     "ADJUSTED NET WORTH" means the amount obtained by subtracting the
Corporation's total liabilities from its total assets as adjusted.  The
Corporation shall reduce its total assets by such reasonable reserves as the
Board shall determine but shall not take into account depreciation or
amortization.  Except as otherwise stated herein, the Corporation's total assets
and total liabilities shall be as shown on the Corporation's books, which shall
be prepared in accordance with generally accepted accounting principles.

     "AFFILIATE" of a Person means (a) any other Person directly or indirectly
controlling, controlled by or under common control with such Person, (b) any
other Person owning or controlling ten percent (10%) or more of the outstanding
voting securities of such Person, (c) any officer, Director or partner of such
Person, and (d) if such Person is an officer, Director or partner, any company
for which such Person acts as an officer, Director or partner.

     "ANCILLARY SERVICES" means any business activity rendered in connection
with, or incidental to, the Corporation's primary activity of leasing its
properties, generating revenues for the Corporation that would be treated by the
IRS as Nonqualifying Income, including, but not limited to, the sale of goods
and services to its tenants or others.

     "ASSET COVERAGE" means the ratio (expressed as a percentage) which the
value of the Corporation's total assets, less all liabilities and indebtedness,
except indebtedness for unsecured borrowings, bears to the aggregate amount of
all unsecured borrowings of the Corporation.

     "BOARD" means the Board of Directors of the Corporation, as constituted
from time to time.

     "BY-LAWS" means the By-Laws of the Corporation, as in effect from time to
time.

     "CHAIRMAN OF THE BOARD" shall have the meaning assigned to such term in
Sections 5.1 and 5.6 hereof.

     "CODE" means the Internal Revenue Code of 1986, as it may be amended from
time to time.

     "COMMON STOCK" means the Class A Common Stock of the Corporation, par value
$.001 per share, the Class B Common Stock of the Corporation, par value $.001
per share, and the Excess Stock of the Corporation, par value $.001 per share.

     "CONSOLIDATION" means the acquisition by the Corporation of substantially
all of the assets of each of the Partnerships, which was effective on March 1,
1994.

     "CORPORATION" means Shurgard Storage Centers, Inc., a Delaware corporation.

     "DIRECTORS" means the directors of the Board.


                                       -1-
<PAGE>

     "INDEBTEDNESS" of the Corporation means, as of the date the amount thereof
is to be determined, any and all amounts due on financial obligations of the
Corporation evidencing its obligations to repay funds borrowed to finance the
business and affairs of the Corporation, including, but not limited to, the
outstanding principal balance, accrued but unpaid interest, late fees and
penalties, or other obligations, due under any of the Corporation's debt
securities, commercial paper, notes, debentures, bonds, promissory notes,
revolving lines of credit, and credit and loan agreements.  Indebtedness is
limited to amounts borrowed by the Corporation and does not include other
liabilities, such as accounts payable, lease obligations, liabilities and claims
incurred in the conduct of the Corporation's business, or the liabilities of
other companies or entities in which the Corporation may have invested.  In
addition, "Indebtedness" includes any amounts borrowed by any wholly owned
subsidiaries of the Corporation.

     "INDEBTEDNESS RESTRICTION" means the restriction placed upon the
Corporation's authority to borrow funds set forth in Section 12.7 hereof.

     "INDEPENDENT DIRECTORS" means Directors who do not perform services for the
Corporation, except as Directors.

     "INTERESTED PARTY" of the Corporation means a Director, an officer, any
Person owning or controlling ten percent (10%) or more of any class of
outstanding voting securities of the Corporation, or any Affiliate of any of the
aforementioned Persons, and, to the extent that any such Person proposes to
enter into a transaction with the Corporation, such transaction is subject to
the restrictions set forth in Section 12.6 hereof.

     "IRS" means the Internal Revenue Service.

     "MORTGAGE LOANS" means notes, debentures, bonds and other evidences of
indebtedness or obligations that are secured or collateralized by interests in
real property.

     "NONQUALIFYING INCOME" means income not described in Section 856(c)(2) of
the Code, or any successor provision.

     "OTHER SHURGARD PROGRAMS" means the real estate programs (other than the
Partnerships), whether organized as joint ventures, general partnerships,
limited partnerships or otherwise, which were organized by Shurgard or any of
the general partners of the Partnerships, and whose assets were managed by
Shurgard as of the date the Corporation was organized.

     "OWN," "OWNER" or "OWNERSHIP" means a Person considered to "own" Shares if
such Person is treated as an owner of such Shares for purposes of the REIT
Provisions of the Code, including ownership provisions of Code Sections 542
and 544 (all as in effect from time to time).

     "PARTNERSHIPS" means Shurgard Mini-Storage Limited Partnership I, a
Washington limited partnership; Shurgard Income Properties II, a Washington
limited partnership; Shurgard Income Properties III, A Real Estate Limited
Partnership, a Washington limited partnership; Shurgard Income Properties IV, A
Real Estate Limited Partnership, a Washington limited partnership; Shurgard
Income Properties V, A Real Estate Limited Partnership, a Washington limited
partnership; Shurgard Income Properties VI, A Real Estate Limited Partnership, a
Washington limited partnership; Shurgard Income Properties VII, A Real Estate
Limited Partnership, a Washington limited partnership; Shurgard Income
Properties VIII, A Real Estate Limited Partnership, a Washington limited
partnership; Shurgard Income Properties IX, A Real Estate Limited Partnership, a
Washington limited partnership; Shurgard Income Properties X, A Real Estate
Limited Partnership, a Washington limited partnership; Shurgard Income
Properties XI, A Real Estate Limited Partnership, a Washington limited
partnership; Shurgard Income Properties XII, A Real Estate Limited Partnership,
a Washington limited partnership; Shurgard Income Properties - Fund 14 Limited
Partnership, a Delaware limited partnership; Shurgard Growth Capital - Fund 15 

                                       -2-
<PAGE>

Limited Partnership, a Delaware limited partnership; Shurgard Income Properties
- Fund 16 Limited Partnership, a Delaware limited partnership; Shurgard Growth
Capital - Fund 17 Limited Partnership, a Delaware limited partnership; and
Shurgard Income Properties - Fund 18 Limited Partnership, a Delaware limited
partnership.  References to a "Partnership" shall be understood to refer to any
of the Partnerships.

     "PERSON" means an individual, a corporation, limited partnership, general
partnership, joint stock company or an association, a joint venture, trust,
bank, trust company, land trust, business trust or an estate, or any other
entity and governmental agency and any political subdivision thereof.

     "PREFERRED STOCK" means the shares of any series or any class of any series
of Preferred Stock authorized and created by the Board in accordance with the
terms and provisions of the Certificate of Incorporation of the Corporation and
the Delaware General Corporation Law.

     "PRESIDENT" shall have the meaning assigned to such term in Sections 5.1
and 5.7 hereof.

     "REIT" means a real estate investment trust as defined in Sections 856 to
860 of the Code.

     "REIT PROVISIONS OF THE CODE" means Part II, Subchapter M of Chapter 1 of
the Code, as now enacted or hereafter amended, or successor statutes, relating
to REITs.

     "SECRETARY" shall have the meaning assigned to such term in Sections 5.1
and 5.9 hereof.

     "SECURITIES" means any instruments commonly known as "securities,"
including stock, shares, voting trust certificates, bonds, debentures, notes or
other evidences of indebtedness, secured or unsecured, convertible, subordinated
or otherwise, or any certificates of interest, shares or participations, or
warrants, options or rights to subscribe to, purchase or acquire any of the
foregoing.

     "SHARES" means the Corporation's shares of stock, whether Common Stock or
Preferred Stock.

     "SHURGARD" means Shurgard Incorporated, a Washington corporation.

     "STOCKHOLDER" means a holder of the Shares of the Corporation's stock,
whether Common Stock or Preferred Stock.

     "SUBSIDIARY" of a Person means an Affiliate controlled by such Person
directly or indirectly, through one or more intermediaries.

     "TOTAL ASSETS" of the Corporation means, as of the date the amount thereof
is to be determined, the greater of (a) the Corporation's total assets computed
in accordance with generally accepted accounting principles, consistently
applied (and which would be reflected on the Corporation's balance sheet if such
balance sheet were prepared as of such date), plus all accumulated depreciation
as of such date, and (b) the fair market value of the Corporation's assets
determined in accordance with guidelines established by the Board, consistently
applied.  Notwithstanding the foregoing, the Board may change the guidelines
established for computing the fair market value of its assets, pursuant to
clause (b) of the preceding sentence, if such change is made in good faith and
not for the purpose of circumventing the restrictions contained in the
Indebtedness Restriction, and if applied retroactively would not have prohibited
the Corporation from borrowing any funds at the time such funds were actually
borrowed by the Corporation.

     "TREASURER" shall have the meaning assigned to such term in Sections 5.1
and 5.10 hereof.  

     "UNIMPROVED REAL PROPERTY" means the property of a REIT which has the
following three (3) characteristics:  (a) an equity interest in property which
was not acquired for the purpose of producing rental


                                       -3-
<PAGE>

or other operating income, (b) no development or construction is in progress on
such land, and (c) no development or construction on such land is planned in
good faith to commence within one (1) year of the property's acquisition by the
Corporation or within one (1) year of the Corporation's receipt of all necessary
permits, licenses and approvals to proceed with development or construction,
provided that the Corporation in good faith, following the acquisition of the
land, proceeds to apply for and pursue the issuance of all permits, licenses and
approvals as may be necessary, prudent or advisable for the development and or
construction planned for the land.

     "VICE PRESIDENT" shall have the meaning assigned to such term in
Sections 5.1 and 5.8 hereof.

                               SECTION 2.  OFFICES

     The principal office of the Corporation shall be located at its principal
place of business or such other place as the Board may designate.  The
Corporation may have such other offices, either within or without the State of
Delaware, as the Board may designate or as the business of the Corporation may
require from time to time.

                            SECTION 3.  STOCKHOLDERS
     3.1  ANNUAL MEETING

     The annual meeting of the Stockholders shall be held the second Tuesday in
May in each year commencing in 1995 at the principal office of the Corporation
or such other place designated by the Board for the purpose of electing
Directors and transacting such other business as may properly come before the
meeting.  If the day fixed for the annual meeting is a legal holiday at the
place of the meeting, the meeting shall be held on the next succeeding business
day.  At any time prior to the commencement of the annual meeting, the Board may
postpone the annual meeting for a period of up to one hundred twenty (120) days
from the date fixed for such meeting in accordance with this Section 3.1.  If
the annual meeting is not held on the date designated therefor, the Board shall
cause the meeting to be held as soon thereafter as may be convenient.

     3.2  SPECIAL MEETINGS

     The Chairman of the Board, the President, the Board, a majority of the
Independent Directors or the holders of not less than ten percent (10%) of all
the outstanding Shares entitled to vote at the meeting may call special meetings
of the Stockholders for any purpose.

     3.3  PLACE OF MEETING

     All meetings shall be held at the principal office of the Corporation or at
such other place within or without the State of Delaware designated by the
Board, by any Persons entitled to call a meeting hereunder or in a waiver of
notice signed by all the Stockholders entitled to notice of the meeting.

     3.4  NOTICE OF MEETING

     The Chairman of the Board, the President, the Secretary, the Board, the
Independent Directors or Stockholders calling an annual or special meeting of
Stockholders as provided for herein shall cause to be delivered to each
Stockholder entitled to notice of or to vote at the meeting, either personally
or by mail, not less than ten (10) nor more than sixty (60) days before the
meeting, written notice stating the place, day and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called.  At any time within ten (10) days after receipt of a written request of
the holders of not less than the number of outstanding Shares specified in
Section 3.2 hereof and entitled to vote at the meeting, it shall be the duty of
the Secretary to give notice of a special meeting of Stockholders to be held on
such date and at such


                                       -4-
<PAGE>

place and hour as the Secretary may fix, not less than ten (10) nor more than
sixty (60) days after receipt of said request, and if the Secretary shall
neglect or refuse to issue such notice, the Person making the request may do so
and may fix the date for such meeting.  If such notice is mailed, it shall be
deemed delivered when deposited in the official government mail properly
addressed to the Stockholder at the Stockholder's address as it appears on the
stock transfer books of the Corporation with postage prepaid.  If the notice is
telegraphed, it shall be deemed delivered when the content of the telegram is
delivered to the telegraph company.

     3.5  BUSINESS FOR STOCKHOLDERS' MEETINGS

          3.5.1     BUSINESS AT ANNUAL MEETINGS

     In addition to the election of Directors, other proper business may be
transacted at an annual meeting of Stockholders, provided that such business is
properly brought before such meeting.  To be properly brought before an annual
meeting, business must be (a) brought by or at the direction of the Board or
(b) brought before the meeting by a Stockholder pursuant to written notice
thereof, in accordance with Section 3.5.3 hereof, and received by the Secretary
not fewer than sixty (60) days prior to the date specified in Section 3.1 hereof
for such annual meeting (or if less than sixty (60) days' notice or prior public
disclosure of the date of the annual meeting is given or made to the
Stockholders, not later than the tenth day following the day on which the notice
of the date of the annual meeting was mailed or such public disclosure was
made).  Any Stockholder notice shall set forth (i) the name and address of the
Stockholder proposing such business; (ii) a representation that the Stockholder
is entitled to vote at such meeting and a statement of the number of Shares of
the Corporation which are beneficially owned by the Stockholder; (iii) a
representation that the Stockholder intends to appear in person or by proxy at
the meeting to propose such business; and (iv) as to each matter the Stockholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting, the language of the proposal (if appropriate) and any
material interest of the Stockholder in such business.  No business shall be
conducted at any annual meeting of Stockholders except in accordance with this
Section 3.5.1.  If the facts warrant, the Board, or the chairman of an annual
meeting of Stockholders, may determine and declare that (a) a proposal does not
constitute proper business to be transacted at the meeting or (b) business was
not properly brought before the meeting in accordance with the provisions of
this Section 3.5.1, and, if, in either case, it is so determined, any such
business not properly brought before the meeting shall not be transacted. The
procedures set forth in this Section 3.5.1 for business to be properly brought
before an annual meeting by a Stockholder are in addition to, and not in lieu
of, the requirements set forth in Rule 14a-8 under Section 14 of the Securities
Exchange Act of 1934, as amended, or any successor provision.

          3.5.2     BUSINESS AT SPECIAL MEETINGS

     At any special meeting of the Stockholders, only such business as is
specified in the notice of such special meeting given by or at the direction of
the Person or Persons calling such meeting, in accordance with Section 3.4
hereof, shall come before such meeting.

          3.5.3     NOTICE TO CORPORATION

     Any written notice required to be delivered by a Stockholder to the
Corporation pursuant to Section 3.4, Section 3.5.1 or Section 3.5.2 hereof must
be given, either by personal delivery or by registered or certified mail,
postage prepaid, to the Secretary at the Corporation's executive offices.


                                       -5-
<PAGE>

     3.6  WAIVER OF NOTICE

          3.6.1     IN WRITING

     Whenever any notice is required to be given to any Stockholder under the
provisions of these By-Laws, the Certificate of Incorporation or the Delaware
General Corporation Law, a waiver thereof in writing, signed by the Person or
Persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

          3.6.2     BY ATTENDANCE

     The attendance of a Stockholder at a meeting shall constitute a waiver of
notice of such meeting, except when a Stockholder attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

     3.7  FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS

          3.7.1     MEETINGS

     For the purpose of determining Stockholders entitled to notice of and to
vote at any meeting of Stockholders or any adjournment thereof, the Board may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which record date
shall not be more than sixty (60) (or the maximum number permitted by applicable
law) nor less than ten (10) days before the date of such meeting.  If no record
date is fixed by the Board, the record date for determining Stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held.  A determination of Stockholders
of record entitled to notice of and to vote at the meeting of Stockholders shall
apply to any adjournment of the meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.

          3.7.2     CONSENT TO CORPORATE ACTION WITHOUT A MEETING

     For the purpose of determining Stockholders entitled to consent to
corporate action in writing without a meeting, the Board may fix a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board, and which date shall not be more than
ten (10) (or the maximum number permitted by applicable law) days after the date
upon which the resolution fixing the record date is adopted by the Board.  If no
record date has been fixed by the Board, the record date for determining
Stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board is required by Chapter 1 of the
Delaware General Corporation Law, as now or hereafter amended, shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of business, or
an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of Stockholders are recorded.  Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested.  If no record date has been fixed by the Board
and prior action by the Board is required by Chapter 1 of the Delaware General
Corporation Law, as now or hereafter amended, the record date for determining
Stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board adopts
the resolution taking such prior action.


                                       -6-
<PAGE>

          3.7.3     DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS

     The Board may, out of funds legally available therefor, at any regular or
special meeting, declare dividends upon the Shares as and when it deems
expedient.  Before declaring any dividends there may be set apart out of any
funds of the Corporation available for dividends, such sums as the Board, from
time to time in its discretion, deems proper for working capital or as a reserve
fund to make contingencies or for equalizing dividends or for such other
purposes as the Board shall deem conducive to the interests of the Corporation. 
For the purpose of determining Stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or Stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purpose of any other lawful action, the Board may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty (60) (or the maximum number permitted by applicable law) days
prior to such action. If no record date is fixed, the record date for
determining Stockholders for any such purpose shall be at the close of business
on the day on which the Board adopts the resolution relating thereto.  Any
distribution of income or capital assets of the Corporation to Stockholders will
be accompanied by a written statement disclosing the source of the funds
distributed.  If, at the time of distribution, this information is not
available, a written explanation of the relevant circumstances will accompany
the distribution and a written statement disclosing the source of funds
distributed will be sent to the Stockholders not later than sixty (60) days
after the close of the fiscal year in which the distribution was made.

     3.8  VOTING LIST

     At least ten (10) days before each meeting of Stockholders, a complete list
of the Stockholders entitled to vote at such meeting, or any adjournment
thereof, shall be made, arranged in alphabetical order, with the address of and
number of Shares held by each Stockholder.  This list shall be open to
examination by any Stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held.  This list shall also be produced and
kept at such meeting for inspection by any Stockholder who is present.

     3.9  QUORUM

     A majority of the outstanding Shares entitled to vote, present in Person or
represented by proxy at the meeting, shall constitute a quorum at a meeting of
the Stockholders; provided, that where a separate vote by a class or classes is
required, a majority of the outstanding shares of such class or classes, present
in person or represented by proxy at the meeting, shall constitute a quorum
entitled to take action with respect to that vote on that matter.  If less than
a majority of the outstanding Shares entitled to vote are represented at a
meeting, a majority of the Shares so represented may adjourn the meeting from
time to time without further notice.  If a quorum is present or represented at a
reconvened meeting following such an adjournment, any business may be transacted
that might have been transacted at the meeting as originally called.  The
Stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

     3.10 MANNER OF ACTING

     In all matters other than the election of Directors, if a quorum is
present, the affirmative vote of the majority of the outstanding Shares present
in Person or represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the Stockholders, unless the vote of a
greater number is required by these By-Laws, the Certificate of Incorporation or
the Delaware General Corporation Law.  Where a separate vote by a class or
classes is required, if a quorum of such class or classes is present, the
affirmative vote of the majority of outstanding shares of such class or classes
present in Person or represented by proxy at the meeting shall be the act of
such class or classes. Directors shall be elected by a plurality of the votes of


                                       -7-
<PAGE>

the Shares present in Person or represented by proxy at the meeting and entitled
to vote on the election of Directors.

     3.11 PROXIES

          3.11.1    APPOINTMENT

     Each Stockholder entitled to vote at a meeting of Stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another Person or Persons to act for such Stockholder by proxy.  Such
authorization may be accomplished by (a) the Stockholder or such Stockholder's
authorized officer, Director, employee or agent executing a writing or causing
his or her signature to be affixed to such writing by any reasonable means,
including facsimile signature, or (b) transmitting or authorizing the
transmission of a telegram, cablegram or other means of electronic transmission
to the intended holder of the proxy or to a proxy solicitation firm, proxy
support service or similar agent duly authorized by the intended proxy holder to
receive such transmission; provided, that any such telegram, cablegram or other
electronic transmission must either set forth or be accompanied by information
from which it can be determined that the telegram, cablegram or other electronic
transmission was authorized by the Stockholder.  Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
by which a Stockholder has authorized another Person to act as proxy for such
Stockholder may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission.

          3.11.2    DELIVERY TO CORPORATION; DURATION

     A proxy shall be filed with the Secretary before or at the time of the
meeting or the delivery to the Corporation of the consent to corporate action in
writing.  A proxy shall become invalid three (3) years after the date of its
execution unless otherwise provided in the proxy.  A proxy with respect to a
specified meeting shall entitle the holder thereof to vote at any reconvened
meeting following adjournment of such meeting but shall not be valid after the
final adjournment thereof.

     3.12 VOTING OF SHARES

     Each outstanding Share entitled to vote with respect to the subject matter
of an issue submitted to a meeting of Stockholders shall be entitled to one (1)
vote upon each such issue unless otherwise set forth in the Certificate of
Incorporation or other document defining the rights and preferences of any such
Shares.

     3.13 VOTING FOR DIRECTORS

     Each Stockholder entitled to vote at an election of Directors may vote, in
Person or by proxy, the number of Shares owned by such Stockholder for as many
Persons as there are Directors to be elected and for whose election such
Stockholder has a right to vote.

     3.14 ACTION BY STOCKHOLDERS WITHOUT A MEETING

     Any action which could be taken at any annual or special meeting of
Stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be (a) signed by all of the Stockholders entitled to vote with respect to
the subject matter thereof (as determined in accordance with Section 3.7.2
hereof) and (b) delivered to the Corporation by delivery to its registered
office in the State of Delaware, its principal place of business, or an officer
or agent of the Corporation having custody of the records of proceedings of
Stockholders meetings.  Delivery made to the Corporation's registered office
shall be by hand or by certified mail or registered mail, return receipt
requested.


                                       -8-
<PAGE>

Every written consent shall bear the date of signature of each Stockholder who
signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless written consents signed by all of
the Stockholders entitled to vote with respect to the subject matter thereof are
delivered to the Corporation, in the manner required by this Section 3.14,
within sixty (60) (or the maximum number permitted by applicable law) days of
the earliest dated consent delivered to the Corporation in the manner required
by this Section 3.14.  The validity of any consent executed by a proxy for a
Stockholder pursuant to a telegram, cablegram or other means of electronic
transmission transmitted to such proxy holder by or upon the authorization of
the Stockholder shall be determined by or at the direction of the Secretary.  A
written record of the information upon which the Person making such
determination relied shall be made and kept in the records of the proceedings of
the Stockholders.  Any such consent shall be inserted in the minute book as if
it were the minutes of a meeting of the Stockholders.

     3.15 INSPECTORS OF ELECTION

          3.15.1    APPOINTMENT

     In advance of any meeting of Stockholders, the Board shall appoint one or
more Persons to act as inspectors of election at such meeting and to make a
written report thereof.  The Board may designate one (1) or more Persons to
serve as alternate inspectors to serve in place of any inspector who is unable
or fails to act.  If no inspector or alternate is able to act at a meeting of
Stockholders, the chairman of such meeting shall appoint one or more Persons to
act as inspector of elections at such meeting.

          3.15.2    DUTIES

     The inspectors shall:

          (a)  ascertain the number of Shares of the Corporation outstanding and
the voting power of each such Share;

          (b)  determine the Shares represented at the meeting and the validity
of proxies and ballots;

          (c)  count all votes and ballots;

          (d)  determine and retain for a reasonable period of time a record of
the disposition of any challenges made to any determination by them; and

          (e)  certify their determination of the number of Shares represented
at the meeting and their count of the votes and ballots.

     The validity of any proxy or ballot shall be determined by the inspectors
of election in accordance with the applicable provisions of the Delaware General
Corporation Law as then in effect.  In determining the validity of any proxy
transmitted by telegram, cablegram or other electronic transmission, the
inspectors shall record in writing the information upon which they relied in
making such determination.  Each inspector of elections shall, before entering
upon the discharge of his or her duties, take and sign an oath to faithfully
execute the duties of inspector with strict impartiality and according to the
best of his or her ability.  The inspectors of election may appoint or retain
other Persons to assist them in the performance of their duties.


                                       -9-
<PAGE>

                         SECTION 4.  BOARD OF DIRECTORS

     4.1  GENERAL POWERS

     The business and affairs of the Corporation shall be managed by the Board.

      4.2 NUMBER AND TENURE

     The Board shall be composed of not less than three (3) nor more than nine
(9) Directors, the specific number to be set by resolution of the Board or the
Stockholders.  The number of Directors may be changed from time to time by
amendment to these By-Laws, subject to the Certificate of Incorporation, but no
decrease in the number of Directors shall have the effect of shortening the term
of any incumbent Director.  At any time the Board consists of more than one (1)
Director, at least a majority of Directors shall at all times be Independent
Directors; provided, however, that in the event of the death, resignation or
removal of an Independent Director, such requirement shall not be applicable for
a period of sixty (60) days.  The Board of Directors shall be divided into three
classes, with the classes to be as equal in number as may be possible,  with any
Director or Directors in excess of the number divisible by three being assigned
to Class 3 and Class 2, as the case may be.  At the 1995 annual meeting of
stockholders, the following classes shall be elected for the terms set forth
below:


                    Class                     Term
                    -----                     ----

                    Class 1                  1 year

                    Class 2                  2 years

                    Class 3                  3 years


At each annual meeting of stockholders following the 1995 annual meeting, the
number of Directors equal to the number of Directors in the class whose term
expires at the time of such meeting shall be elected to serve until the third
ensuing annual meeting of stockholders.  Unless a Director dies, resigns or is
removed, he or she shall hold office for the term elected or until his or her
successor is elected and qualified, whichever is later..  Directors need not be
Stockholders of the Corporation or residents of the State of Delaware.

     4.3  NOMINATION AND ELECTION

          4.3.1     NOMINATION

     Only Persons who are nominated in accordance with the following procedures
shall be eligible for election as Directors.  Nominations for the election of
Directors may be made (a) by or at the direction of the Board or (b) by any
Stockholder of record entitled to vote for the election of Directors at such
meeting; provided, however, that a Stockholder may nominate Persons for election
as Directors only if written notice (in accordance with Section 3.5.3 hereof) of
such Stockholder's intention to make such nominations is received by the
Secretary (i) with respect to an election to be held at an annual meeting of the
Stockholders, not fewer than sixty (60) nor more than ninety (90) days prior to
the date specified in Section 3.1 hereof for such annual meeting (or if less
than sixty (60) days' notice or prior public disclosure of the date of the
annual meeting is given or made to the Stockholders, not later than the tenth
day following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made) and (ii) with respect to an election
to be held at a special meeting of the Stockholders for the election of
Directors, not later than the close of business on the seventh business day
following the date on which notice of such meeting is first given to
Stockholders.  Any such Stockholder's notice shall set forth (a) the name and
address of the Stockholder who intends to make a nomination; (b) a
representation that the Stockholder is entitled to vote at such meeting and


                                      -10-
<PAGE>


a statement of the number of Shares of the Corporation which are beneficially
owned by the Stockholder; (c) a representation that the Stockholder intends to
appear in person or by proxy at the meeting to nominate the Person or Persons
specified in the notice; (d) as to each Person the Stockholder proposes to
nominate for election or re-election as a Director, the name and address of such
Person and such other information regarding such nominee as would be required in
a proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had such nominee been nominated by the Board, and a
description of any arrangements or understandings, between the Stockholder and
such nominee and any other Persons (including their names), pursuant to which
the nomination is to be made; and (e) the consent of each such nominee to serve
as a Director if elected.  If the facts warrant, the Board, or the chairman of a
Stockholders' meeting at which Directors are to be elected, shall determine and
declare that a nomination was not made in accordance with the foregoing
procedure, and, if it is so determined, the defective nomination shall be
disregarded.  The right of Stockholders to make nominations pursuant to the
foregoing procedure is subject to the rights of the holders of any class or
series of stock having a preference over the Common Stock as to dividends or
upon liquidation.  The procedures set forth in this Section 4.3 for nomination
for the election of Directors by Stockholders are in addition to, and not in
limitation of, any procedures now in effect or hereafter adopted by or at the
direction of the Board or any committee thereof.

          4.3.2     ELECTION

     At each election of Directors, the Persons receiving the greatest number of
votes shall be the Directors.

     4.4  ANNUAL AND REGULAR MEETINGS

     An annual Board meeting shall be held without notice immediately after and
at the same place as the annual meeting of Stockholders.  By resolution, the
Board or any committee designated by the Board may specify the time and place
either within or without the State of Delaware for holding regular meetings
thereof without other notice than such resolution.

     4.5  SPECIAL MEETINGS

     Special meetings of the Board or any committee appointed by the Board may
be called by or at the request of the Chairman of the Board, the President, the
Secretary or, in the case of special Board meetings, any two (2) Directors and,
in the case of any special meeting of any committee appointed by the Board, by
the chairman thereof.  The Person or Persons authorized to call special meetings
may fix any place either within or without the State of Delaware as the place
for holding any special Board or committee meeting called by them.

     4.6  MEETINGS BY TELEPHONE

     Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means so that all Persons
participating in the meeting can hear each other.  Participation by such means
shall constitute presence in Person at a meeting.

     4.7  NOTICE OF SPECIAL MEETINGS

     Notice of a special Board or committee meeting stating the place, day and
hour of the meeting shall be given to a Director in writing or orally by
telephone or in Person.  Neither the business to be transacted at nor the
purpose of any special meeting need be specified in the notice of such meeting.


                                      -11-
<PAGE>

          4.7.1     PERSONAL DELIVERY

     If notice is given by personal delivery, the notice shall be effective if
delivered to a Director at least two (2) days before the meeting.

          4.7.2     DELIVERY BY MAIL

     If notice is delivered by mail, the notice shall be deemed effective if
deposited in the official government mail properly addressed to a Director at
his or her address shown on the records of the Corporation with postage prepaid
at least five (5) days before the meeting.

          4.7.3     DELIVERY BY PRIVATE CARRIER

     If notice is given by private carrier, the notice shall be deemed effective
when dispatched to a Director at his or her address shown on the records of the
Corporation at least three (3) days before the meeting.

          4.7.4     FACSIMILE NOTICE

     If notice is delivered by wire or wireless equipment that transmits a
facsimile of the notice, the notice shall be deemed effective when dispatched at
least two (2) days before the meeting to a Director at his or her telephone
number or other number appearing on the records of the Corporation.

          4.7.5     DELIVERY BY TELEGRAPH

     If notice is delivered by telegraph, the notice shall be deemed effective
if the content thereof is delivered to the telegraph company at least two (2)
days before the meeting for delivery to a Director at his or her address shown
on the records of the Corporation.

          4.7.6     ORAL NOTICE

     If notice is delivered orally, by telephone or in Person, the notice shall
be deemed effective if personally given to the Director at least two (2) days
before the meeting.

     4.8  WAIVER OF NOTICE

          4.8.1     IN WRITING

     Whenever any notice is required to be given to any Director under the
provisions of these By-Laws, the Certificate of Incorporation or the Delaware
General Corporation Law, a waiver thereof in writing, signed by the Person or
Persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.  Neither the
business to be transacted at nor the purpose of any regular or special meeting
of the Board or any committee appointed by the Board need be specified in the
waiver of notice of such meeting.

          4.8.2     BY ATTENDANCE

     The attendance of a Director at a Board or committee meeting shall
constitute a waiver of notice of such meeting, except when a Director attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.


                                      -12-
<PAGE>

     4.9  QUORUM

     A majority of the total number of Directors fixed by or in the manner
provided in these By-Laws or, if vacancies exist on the Board, a majority of the
total number of Directors then serving on the Board, provided, however, that
such number may be not less than one-third (1/3) of the total number of
Directors fixed by or in the manner provided in these By-Laws, shall constitute
a quorum for the transaction of business at any Board meeting.  If less than a
majority are present at a meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice.

     4.10 MANNER OF ACTING

     The act of the majority of the Directors present at a Board or committee
meeting at which there is a quorum shall be the act of the Board or committee,
unless the vote of a greater number is required by these By-Laws, the
Certificate of Incorporation or the Delaware General Corporation Law.

     4.11 PRESUMPTION OF ASSENT

     A Director present at a Board or committee meeting at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his or her dissent is entered in the minutes of the meeting, or unless
such Director files a written dissent to such action with the Person acting as
the secretary of the meeting before the adjournment thereof, or forwards such
dissent by registered mail to the Secretary immediately after the adjournment of
the meeting.  A Director who voted in favor of such action may not dissent.

     4.12 ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING

     Any action which could be taken at a meeting of the Board or of any
committee appointed by the Board may be taken without a meeting if a written
consent setting forth the action so taken is signed by each of the Directors or
by each committee member.  Any such written consent shall be inserted in the
minute book as if it were the minutes of a Board or a committee meeting.

     4.13 RESIGNATION

     Any Director may resign at any time by delivering written notice to the
Chairman of the Board, the President, the Secretary or the Board, or to the
registered office of the Corporation.  Any such resignation shall take effect at
the time specified therein, or if the time is not specified, upon delivery
thereof, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

     4.14 REMOVAL

     At a meeting of Stockholders called expressly for that purpose, one or more
members of the Board (including the entire Board) may be removed, but only with
cause, by a vote of the holders of a majority of the Shares then entitled to
vote on the election of Directors.

     4.15 VACANCIES

     Any vacancy occurring on the Board may be filled by the affirmative vote 
of a majority of the remaining Directors though less than a quorum of the 
Board; provided, however, that a vacancy created by the death, resignation or 
removal of an Independent Director, in the absence of a vote of the 
Stockholders, may be filled only by the vote of a majority of the remaining 
Independent Directors.  A Director elected to fill a vacancy shall be elected 
for the unexpired term of his or her predecessor in office. Any Directorship to 
be filled by reason of an increase in the number of Directors may be filled by 
the Board for a term of office 

                                      -13-
<PAGE>

continuing only until the next election of the class for which such Director 
shall have been chosen, and until his or her successor shall be elected and 
qualify.

     4.16 EXECUTIVE AND OTHER COMMITTEES

          4.16.1    CREATION AND AUTHORITY OF COMMITTEES

     The Board may, by resolution passed by a majority of the number of
Directors fixed by or in the manner provided in these By-Laws, appoint standing
or temporary committees, including an "Executive Committee," each committee to
consist of one or more Directors, and invest such committees with such powers as
it may see fit, subject to such conditions as may be prescribed by the Board and
by applicable law; but no such committee shall have the power or authority of
the Board in reference to (a) amending the Certificate of Incorporation,
(b) adopting a plan of merger or consolidation, (c) recommending to the
Stockholders the sale, lease or exchange or other disposition of all or
substantially all the property and assets of the Corporation other than in the
usual and regular course of business, (d) recommending to the Stockholders a
voluntary dissolution or a revocation thereof, (e) amending these By-Laws,
(f) declaring a dividend, or (g) authorizing the issuance of stock.  The Board
may designate one or more Directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the committee. 
In the absence or disqualification of a committee member, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
such member or members constitute a quorum, may unanimously appoint another
member of the Board to act at the meeting in the place of any such absent or
disqualified member.

          4.16.2    AUDIT COMMITTEE

     In addition to any committees appointed pursuant to this Section 4.16,
there shall be an "Audit Committee," appointed annually by the Board, consisting
of at least two (2) Directors who are not members of management.  It shall be
the responsibility of the Audit Committee to review the scope and results of the
annual independent audit of books and records of the Corporation, to review
compliance with all corporate policies that have been approved by the Board and
to discharge such other responsibilities as may from time to time be assigned to
it by the Board.  The Audit Committee shall meet at such times and places as the
members deem advisable, and shall make such recommendations to the Board as they
consider appropriate.

          4.16.3    COMPENSATION COMMITTEE

     The Board may, in its discretion, designate a "Compensation Committee"
consisting of not less than two (2) Directors or such higher number as the Board
may from time to time determine. The duties of the Compensation Committee shall
consist of the following:  (a) to establish and review periodically, but not
less than annually, the compensation of the officers of the Corporation and to
make recommendations concerning such compensation to the Board; (b) to consider
incentive compensation plans for the employees of the Corporation; (c) to carry
out the duties assigned to the Compensation Committee under any stock option
plan or other plan approved by the Corporation; (d) to consult with the
President concerning any compensation matters deemed appropriate by the
President or the Compensation Committee; and (e) to perform such other duties as
shall be assigned to the Compensation Committee by the Board.

          4.16.4    NOMINATING AND ORGANIZATION COMMITTEE

     The Board may, in its discretion, designate a "Nominating and Organization
Committee" consisting of not less than two (2) Directors or such higher number
as the Board may from time to time determine.  The duties of the Nominating and
Organization Committee shall consist of the following:  (a) to report and make
recommendations to the Board on the size and composition of the Board and
nominees for Directors; (b) to evaluate the performance of the officers of the
Corporation and, together with management, select and recommend to the Board
appropriate individuals for election, appointment and promotion as officers of
the


                                      -14-
<PAGE>

Corporation and ensure the continuity of capable management; (c) to report and
make recommendations to the Board on the organization of the Corporation; and
(d) to perform such other duties as shall be assigned to the Nominating and
Organization Committee by the Board.

          4.16.5    MINUTES OF MEETINGS

     All committees so appointed shall keep regular minutes of their meetings
and shall cause them to be recorded in books kept for that purpose.

          4.16.6    QUORUM AND MANNER OF ACTING

     A majority of the number of Directors composing any committee of the Board,
as established and fixed by resolution of the Board, shall constitute a quorum
for the transaction of business at any meeting of such committee, but, if less
than a majority are present at a meeting, a majority of such Directors present
may adjourn the meeting from time to time without further notice. The act of a
majority of the members of a committee present at a meeting at which a quorum is
present shall be the act of such committee.

          4.16.7    RESIGNATION

     Any member of any committee may resign at any time by delivering written
notice thereof to the Chairman of the Board, the President, the Secretary, the
Board or the chairman of such committee.  Any such resignation shall take effect
at the time specified therein or, if the time is not specified, upon delivery
thereof, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

          4.16.8    REMOVAL

     The Board may remove from office any member of any committee elected or
appointed by it or by an Executive Committee, but only by the affirmative vote
of not less than a majority of the number of Directors fixed by or in the manner
provided in these By-Laws.

     4.17 COMPENSATION

     By Board resolution, Directors and committee members may be paid their
expenses, if any, of attendance at each Board or committee meeting, or a fixed
sum for attendance at each Board or committee meeting, or a stated salary as
Director or a committee member, or a combination of the foregoing.  No such
payment shall preclude any Director or committee member from serving the
Corporation in any other capacity and receiving compensation therefor.

     4.18 LEAD OUTSIDE DIRECTOR

     The members of the Board who at the time are neither employees of nor
consultants to the Corporation (the "Outside Directors") may, by resolution
passed by a majority of the number of such Outside Directors then in office,
appoint one of their number to serve as Lead Outside Director.  If so appointed,
the Lead Outside Director shall be responsible for chairing any meetings of
Outside Directors and shall perform such other duties as shall be requested of
him or her from time to time by the Outside Directors, acting in the same
manner.

                              SECTION 5.  OFFICERS

     5.1  NUMBER

     The officers of the Corporation shall be a President, a Secretary and a
Treasurer, each of whom shall be elected by the Board.  One or more Vice
Presidents and such other officers and assistant officers, including a Chairman
of the Board, may be elected or appointed by the Board, such officers and
assistant officers to hold office for such period, have such authority and
perform such duties as are provided in these By-Laws or as may be provided by
resolution of the Board.  Any officer may be assigned by the Board any
additional title that the Board deems appropriate.  The Board may delegate to
any officer or agent the power to appoint any such subordinate officers or
agents and to prescribe their respective terms of office, authority and duties. 
Any two (2) or more offices may be held by the same Person.


                                      -15-
<PAGE>

     5.2  ELECTION AND TERM OF OFFICE

     The officers of the Corporation shall be elected annually by the Board at
the Board meeting held after the annual meeting of the Stockholders.  If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as a Board meeting conveniently may be held.  Unless an officer
dies, resigns or is removed from office, he or she shall hold office until the
next annual meeting of the Board or until his or her successor is elected.

     5.3  RESIGNATION

     Any officer may resign at any time by delivering written notice to the
Chairman of the Board, the President, a Vice President, the Secretary or the
Board.  Any such resignation shall take effect at the time specified therein or,
if the time is not specified, upon delivery thereof, and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

     5.4  REMOVAL

     Any officer or agent elected or appointed by the Board may be removed by
the Board whenever in its judgment the best interests of the Corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the Person so removed.

     5.5  VACANCIES

     A vacancy in any office because of death, resignation, removal,
disqualification, creation of a new office or any other cause may be filled by
the Board for the unexpired portion of the term, or for a new term established
by the Board.

     5.6  CHAIRMAN OF THE BOARD

     If elected, the Chairman of the Board shall perform such duties as shall be
assigned to him or her by the Board from time to time and shall preside over
meetings of the Board and Stockholders unless another officer is appointed or
designated by the Board as Chairman of such meeting

     5.7  PRESIDENT

     The President shall be the chief executive officer of the Corporation
unless some other officer is so designated by the Board, shall preside over
meetings of the Board and Stockholders in the absence of a Chairman of the Board
and, subject to the Board's control, shall supervise and control all the assets,
business and affairs of the Corporation.  The President may sign certificates
for Shares, deeds, mortgages, bonds, contracts or other instruments, except when
the signing and execution thereof have been expressly delegated by the Board or
by these By-Laws to some other officer or agent of the Corporation or are
required by law to be otherwise signed or executed by some other officer or in
some other manner.  In general, the President shall perform all duties incident
to the office of President and such other duties as are prescribed by the Board
from time to time.

     5.8  VICE PRESIDENT

     In the event of the death of the President or his or her inability to act,
the Vice President (or if there is more than one Vice President, the Vice
President who was designated by the Board as the successor to the


                                      -16-
<PAGE>

President or, if no Vice President is so designated, the Vice President first
elected to such office) shall perform the duties of the President, except as may
be limited by resolution of the Board, with all the powers of and subject to all
the restrictions upon the President.  Any Vice President may sign with the
Secretary or any Assistant Secretary certificates for Shares.  Vice Presidents
shall have, to the extent authorized by the President or the Board, the same
powers as the President to sign deeds, mortgages, bonds, contracts or other
instruments.  Vice Presidents shall perform such other duties as from time to
time may be assigned to them by the President or by the Board.  A Vice-President
may be designated as an Executive Vice-President, a Senior Vice-President or a
Vice-President of a specific function or responsibility or may be otherwise
designated at the discretion of the Board to differentiate various Vice-
Presidential positions.

     5.9  SECRETARY

     The Secretary shall be responsible for the preparation of minutes of
meetings of the Board and Stockholders, maintenance of the Corporation's records
and stock registers, and authentication of the Corporation's records and shall
in general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him or her by the President or by
the Board.  In the absence of the Secretary, an Assistant Secretary may perform
the duties of the Secretary.

     5.10 TREASURER

     If required by the Board, the Treasurer shall give a bond for the faithful
discharge of his or her duties in such amount and with such surety or sureties
as the Board shall determine.  The Treasurer shall have charge and custody of
and be responsible for all funds and Securities of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in banks,
trust companies or other depositories selected in accordance with the provisions
of these By-Laws; sign certificates for Shares; and in general perform all the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him or her by the President or by the Board.  In the
absence of the Treasurer, an Assistant Treasurer may perform the duties of the
Treasurer.

     5.11 SALARIES

     The salaries of the officers shall be fixed from time to time by the Board
or by any Person or Persons to whom the Board has delegated such authority.  No
officer shall be prevented from receiving such salary by reason of the fact that
he or she is also a Director.

                SECTION 6.  CONTRACTS, LOANS, CHECKS AND DEPOSITS

     6.1  CONTRACTS

     The Board may authorize any officer or officers, or agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the Corporation.  Such authority may be general or confined to
specific instances.

     6.2  LOANS TO THE CORPORATION

     No loans shall be contracted on behalf of the Corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the Board.  Such authority may be general or confined to specific instances.


                                      -17-
<PAGE>

     6.3  CHECKS, DRAFTS, ETC.

     All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation shall be signed
by such officer or officers, or agent or agents, of the Corporation and in such
manner as is from time to time determined by resolution of the Board.

     6.4  DEPOSITS

     All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies or
other depositories as the Board may select.

             SECTION 7.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

     7.1  ISSUANCE OF SHARES

     No Shares shall be issued unless authorized by the Board, which
authorization shall include the maximum number of Shares to be issued and the
consideration to be received for each share.

     7.2  CERTIFICATES FOR SHARES

     Certificates representing Shares shall be signed by the Chairman of the
Board or Vice Chairman of the Board or the President or the Vice President and
by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary, any of whose signatures may be a facsimile.  The Board may in its
discretion appoint responsible banks, trust companies or other qualified
entities from time to time to act as transfer agents and registrars of the stock
of the Corporation; and, when such appointments shall have been made, no stock
certificate shall be valid until countersigned by one of such transfer agents
and registered by one of such registrars.  In case any officer, transfer agent
or registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if such Person was such officer, transfer agent or registrar at
the date of issue.  All certificates shall include on their face written notice
of any restrictions which may be imposed on the transferability of such Shares
and shall be consecutively numbered or otherwise identified.

     7.3  STOCK RECORDS

     The stock transfer books shall be kept at the registered office or
principal place of business of the Corporation or at the office of the
Corporation's transfer agent or registrar.  The name and address of each Person
to whom certificates for Shares are issued, together with the class and number
of Shares represented by each such certificate and the date of issue thereof,
shall be entered on the stock transfer books of the Corporation.  The Person in
whose name Shares stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.

     7.4  RESTRICTION ON TRANSFER

     Except to the extent that the Corporation has obtained an opinion of
counsel acceptable to the Corporation that transfer restrictions are not
required under applicable securities laws, or has otherwise satisfied itself
that such transfer restrictions are not required, all certificates representing
Shares shall bear a legend on the face of the certificate, or on the reverse of
the certificate if a reference to the legend is contained on the face, which
reads substantially as follows:

     "The securities evidenced by this certificate have not been registered 
     under the Securities Act of 1933, as amended, or any applicable state law,
     and no interest therein may be sold, distributed, assigned,


                                      -18-
<PAGE>

     offered, pledged or otherwise transferred unless (a) there is an effective
     registration statement under such Act and applicable state securities laws
     covering any such transaction involving said securities or (b) this
     corporation receives an opinion of legal counsel for the holder of these
     securities (concurred in by legal counsel for this corporation) stating
     that such transaction is exempt from registration or (c) this corporation
     otherwise satisfies itself that such transaction is exempt from
     registration.  Neither the offering of the securities nor any offering
     materials have been reviewed by any administrator under the Securities Act
     of 1933, as amended, or any applicable state law."

     7.5  TRANSFERS OF SHARES

     Subject to Section 7.7 hereof, Shares shall be transferable on the records
of the Corporation upon presentment to the Corporation or a transfer agent of a
certificate or certificates representing the Shares requested to be transferred,
with proper endorsement on the certificate or on a separate accompanying
document, together with such evidence of the payment of transfer taxes and
compliance with other provisions of law as the Corporation or its transfer agent
may require.  All certificates surrendered to the corporation for transfer shall
be cancelled and no new certificate shall be issued until the former
certificates for a like number of Shares shall have been surrendered and
cancelled.

     Whenever it is deemed by the Board to be reasonably necessary to protect
the tax status of the Corporation, the Board may require a statement or
affidavit from each Stockholder or proposed transferee of Shares setting forth
the number of Shares already owned by such Person and any related Person
specified in the form prescribed by the Board for that purpose.  If, in the
opinion of the Board, which shall be conclusive, any proposed transfer would
jeopardize the status of the Corporation as a REIT under the REIT Provisions of
the Code, as now enacted or as hereafter amended, the Directors may refuse to
permit such transfer.  Any attempted transfer for which the Directors have
refused this permission shall be void and of no effect to transfer any legal or
beneficial interest in the Shares.  All contracts for the sale or other transfer
of Shares shall be subject to this provision.

     7.6  STOCKHOLDERS' DISCLOSURES

     The Stockholders, upon demand, shall disclose to the Corporation in writing
such information with respect to direct and indirect ownership of the Shares as
the Board deems necessary to comply with the provisions of the Code and the
regulations thereunder or to comply with the requirements of any other taxing
authority, including the provisions relating to qualification of the Corporation
as a REIT.

     7.7  LOST OR DESTROYED CERTIFICATES

     In the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and indemnity to the
Corporation as the Board may prescribe.

                          SECTION 8.  BOOKS AND RECORDS

     8.1  MAINTENANCE OF BOOKS AND RECORDS

     The Corporation shall keep correct and complete books and records of
account, stock transfer books, minutes of the proceedings of its Stockholders
and Board, and such other records as may be necessary or advisable.

     8.2  ANNUAL REPORT TO STOCKHOLDERS

     The Board shall cause an annual report to be sent to the Stockholders not
later than one hundred twenty (120) days after the close of the fiscal year
adopted by the Corporation.  This report shall be sent at


                                      -19-
<PAGE>

least thirty (30) days before the annual meeting of Stockholders to be held
during the next fiscal year and in the manner specified in Section 3.4 hereof
for giving notice to Stockholders.  The annual report shall contain financial
statements prepared in accordance with generally accepted accounting principles
which are audited and reported on by independent certified public accountants.

                           SECTION 9.  ACCOUNTING YEAR

     The accounting year of the Corporation shall be the calendar year, provided
that if a different accounting year is at any time selected for purposes of
federal income taxes, the accounting year shall be the year so selected.

                                SECTION 10.  SEAL

     The seal of the Corporation, if any, shall consist of the name of the
Corporation, the state of its incorporation and the year of its incorporation.

                          SECTION 11.  INDEMNIFICATION

     11.1 RIGHT TO INDEMNIFICATION

     Each Person who was or is made a party or is threatened to be made a party
to or is otherwise involved (including, without limitation, as a witness) in any
actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she is or was a Director or an officer of the Corporation or
that, being or having been such a Director or an officer or an employee of the
Corporation, he or she is or was serving at the request of an executive officer
of the Corporation as a Director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as such a Director, officer, employee or agent or in any other
capacity while serving as such a Director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the full extent permitted by
the Delaware General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
permitted prior thereto), or by other applicable law as then in effect, against
all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement) actually and
reasonably incurred or suffered by such indemnitee in connection therewith, and
such indemnification shall continue as to an indemnitee who has ceased to be a
Director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided, however, that except
as provided in Section 11.2 hereof with respect to proceedings seeking to
enforce rights to indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized or ratified
by the Board.  The right to indemnification conferred in this Section 11.1 shall
be a contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided, however, that
if the Delaware General Corporation Law requires, an advancement of expenses
incurred by an indemnitee in his or her capacity as a Director or an officer
(and not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced upon ultimate determination of nonentitlement to
indemnification for such expenses under this Section 11.1 or otherwise.


                                      -20-
<PAGE>

     11.2 RIGHT OF INDEMNITEE TO BRING SUIT

     If a claim under Section 11.1 hereof is not paid in full by the Corporation
within sixty (60) days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty (20) days, the indemnitee may
at any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim.  If successful in whole or in part in any such suit, or in
a suit brought by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the indemnitee shall be entitled to be paid also
the expense of prosecuting or defending such suit.  Neither the failure of the
Corporation (including its Board, independent legal counsel or its Stockholders)
to have made a determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the circumstances nor an actual
determination by the Corporation (including its Board, independent legal counsel
or its Stockholders) that the indemnitee is not entitled to indemnification
shall be a defense to the suit or create a presumption that the indemnitee is
not so entitled.

     11.3 NONEXCLUSIVITY OF RIGHTS

     The rights to indemnification and to the advancement of expenses conferred
in this Section 11 shall not be exclusive of any other right which any Person
may have or hereafter acquire under any statute, agreement, vote of Stockholders
or Independent Directors, provisions of the Certificate of Incorporation or By-
Laws or otherwise.  Notwithstanding any amendment to or repeal of this
Section 11, or of any of the procedures established by the Board of Directors
pursuant to Section 11.7, any indemnitee shall be entitled to indemnification in
accordance with the provisions hereof and thereof with respect to any acts or
omissions of such indemnitee occurring prior to such amendment or repeal.

     11.4 INSURANCE, CONTRACTS AND FUNDING

     The Corporation may maintain insurance, at its expense, to protect itself
and any Director, officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would have the power
to indemnify such Person against such expense, liability or loss under the
Delaware General Corporation Law.  The Corporation, without further Stockholder
approval, may enter into contracts with any Director, officer, employee or agent
in furtherance of the provisions of this Section 11 and may create a trust fund,
grant a security interest or use other means (including, without limitation, a
letter of credit) to ensure the payment of such amounts as may be necessary to
effect indemnification as provided in this Section 11.

     11.5 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION

     The Corporation may, by action of the Board, grant rights to
indemnification and advancement of expenses to employees or agents or groups of
employees or agents of the Corporation with the same scope and effect as the
provisions of this Section 11 with respect to the indemnification and
advancement of expenses of Directors and officers of the Corporation; provided,
however, that an undertaking shall be made by an employee or agent only if
required by the Board.

     11.6 PERSONS SERVING OTHER ENTITIES

     Any Person who is or was a Director, an officer or employee of the
Corporation who is or was serving (a) as a director or an officer of another
corporation of which a majority of the shares entitled to vote in the election
of its directors is held by the Corporation or (b) in an executive or management
capacity in a partnership, joint venture, trust or other enterprise of which the
Corporation or a wholly owned Subsidiary of the Corporation is a general partner
or has a majority Ownership shall be deemed to be so serving at the


                                      -21-
<PAGE>

request of an executive officer of the Corporation and entitled to
indemnification and advancement of expenses under Section 11.1 hereof.

     11.7 PROCEDURES FOR THE SUBMISSION OF CLAIMS

     The Board may establish reasonable procedures for the submission of claims
for indemnification pursuant to this Section 11, determination of the
entitlement of any Person thereto and review of any such determination.  Such
procedures shall be set forth in an appendix to these By-Laws and shall be
deemed for all purposes to be a part hereof.

                 SECTION 12.  INVESTMENT POLICY AND RESTRICTIONS

     12.1 GENERAL STATEMENT OF POLICY

          12.1.1    TYPES OF INVESTMENTS

     The Corporation intends to invest, directly or indirectly, in: (a) self-
service storage facilities; (b) office and business parks; (c) such other
commercial real estate investments as may be approved by the Board from time to
time; and (d) Mortgage Loans secured by real estate of a type in which the
Corporation is authorized to invest.  Subject to the restrictions of this
Section 12, the Corporation's investments may be acquired in such manner,
through such means and upon such terms and conditions as may be determined by
the Board, and such investments may include, but are not limited to, direct
acquisitions by the Corporation of real estate interests as well as investments
in corporations, business trusts, general partnerships, limited partnerships,
joint ventures or other legal entities that acquire real estate investments. 
All investments made by the Corporation, except those pursuant to Section 12.3
hereof, must be approved by a majority of the Directors or made in accordance
with guidelines approved by the Board and in effect at the time the investments
are made by the Corporation's management.

          12.1.2    TAX TREATMENT AS A REIT

     As soon the Corporation commences doing business, the Corporation shall use
its best efforts to be eligible for tax treatment as a REIT under the Code,
shall make such elections and filings, and take such other actions as may be
necessary, to be treated as a REIT under the Code and shall thereafter conduct
its business to continue to qualify as a REIT under the REIT Provisions of the
Code.

          12.1.3    LIABILITY PROTECTION

     Although the general purpose of the Corporation is to qualify as a REIT
under the REIT Provisions of the Code, no Director, officer, employee, agent or
independent contractor of the Corporation shall be liable for any act or
omission resulting in the loss of tax benefits under the Code.

          12.1.4    REVIEW OF INVESTMENT POLICIES

     The Independent Directors shall review the investment policies of the
Corporation at least annually to determine that the policies being followed by
the Corporation are in the best interests of its Stockholders.  Each such
determination and the basis therefore shall be set forth in the minutes of the
Directors.

     12.2 APPRAISAL REQUIREMENT

     The consideration paid for real property acquired by the Corporation shall
ordinarily be based on the fair market value of the property as determined by a
majority of the Directors.  In determining the fair market value of property
acquired by the Corporation, the Directors shall be entitled to rely upon
appraisals prepared


                                      -22-
<PAGE>

by qualified independent real estate appraisers selected by the Corporation or
such other market data and information available to the Directors which, in
their judgment, afford a reasonable basis for making an informed determination
as to the fair market value of the property being acquired.

     12.3 SPECIFIC INVESTMENTS

     Pending investment or reinvestment of the Corporation's assets in the type
of investments described in Section 12.1 hereof, the Corporation may invest its
assets in investments such as: (a) U. S. government securities, (b) bankers'
acceptances, (c) certificates of deposit, (d) bank repurchase agreements
covering securities of the U. S. government or governmental agencies,
(e) commercial paper rated A-1 or better by Moody's Investors Service, Inc. or
any other nationally recognized rating agency, (f) interest-bearing time
deposits in banks and thrift institutions, (g) money market funds, (h) mortgage-
backed securities issued or guaranteed by the U. S. government or its agencies,
(i) debt securities or equity securities collateralized by debt securities rated
A-1 or better by Moody's Investors Service, Inc., or any other nationally
recognized rating agency, (j) other short- or medium-term liquid investments or
hybrid debt/equity securities approved by the Board, and (k) any combination of
the foregoing investments.

     12.4 RESERVES

     The Corporation may retain, as a permanent reserve, such funds as the Board
deems reasonable, in cash and in the types of investments described in
Section 12.3 hereof.

     12.5 INVESTMENT RESTRICTIONS

     The Corporation shall not:

     (a)  invest more than ten percent (10%) of its Total Assets in Unimproved
Real Property or Mortgage Loans on Unimproved Real Property;

     (b)  invest in foreign currency, bullion, commodities or commodity future
contracts;

     (c)  invest in or make a Mortgage Loan, except on the following conditions:

          (i)       in determining the fair market value of the underlying 
     property securing the Mortgage Loan, the Directors shall be entitled to
     rely upon appraisals prepared by qualified independent real estate
     appraisers selected by the Corporation or such other market data and
     information available to the Directors which, in their judgment, afford a
     reasonable basis for making an informed determination as to the fair market
     value of such underlying property.;

          (ii)      the Corporation has obtained a mortgagee's or owner's title
     insurance policy or other commitment as to the priority of the mortgage or
     the condition of the title of the underlying property;

          (iii)     the Mortgage Loan is secured by real estate of a type in 
     which the Corporation is authorized to invest;

          (iv)      the aggregate amount of the Mortgage Loan and all senior 
     indebtedness as secured by the underlying property does not exceed ninety
     percent (90%) of the appraised value of the property as determined by an
     independent appraiser or as determined by the Board pursuant to this
     Section 12.5(c), unless the Board determines that an increased amount is
     justified by additional credit or collateral, such as personal guarantees
     or the pledge of additional assets, and the aggregate value of Mortgage
     Loans junior to other secured indebtedness does not exceed ten percent
     (10%) of the Corporation's Total Assets;


                                      -23-
<PAGE>

          (v)       the Mortgage Loan is not subordinate to any mortgage or 
     equity interest of a Director or any Affiliates thereof or any other
     Affiliate of the Corporation; and

          (vi) the investment in the Mortgage Loan would not cause the
     Corporation to have invested, immediately after the making of such
     investment, more than twenty-five percent (25%) of its Total Assets in
     Mortgage Loans;

     (d)  invest in contracts for the sale of real estate;

     (e)  engage in underwriting or the agency distribution of securities issued
by others; 

     (f)  issue "redeemable securities" (as defined in Section 2(a)(32) of the
Investment Company Act of 1940, as amended), "face amount certificates of the
installment type" (as defined in Section 2(a)(15) thereof) or "periodic payment
plan certificates" (as defined in Section 2(a)(27) thereof);

     (g)  invest in the equity securities of any nongovernmental issuer for a
period in excess of eighteen (18) months, except for investments in the Other
Shurgard Programs, equity investments in any Person organized for the primary
purpose of investing in self-service storage facilities and office parks or for
rendering Ancillary Services with respect to the ownership, operation and
holding of such real estate assets made pursuant to Section 12.6(f) or 12.8
hereof, equity interests in any general partnership, joint venture, association,
trust, limited partnership or other legal entity permitted under Section 12.9
hereof, equity interests in entities that would be considered qualified REIT
subsidiaries of the Corporation under Section 856(i) of the Code and investments
in REITs the portfolios of which consist of assets the Board of Directors
considers appropriate for the Corporation, were it to hold such assets directly;

     (h)  issue debt securities of the Corporation unless the issuance of such
debt is not restricted by Section 12.6 hereof and the historical debt service
coverage (in the most recently completed fiscal year), as adjusted for known
changes, would, in the opinion of the Board, be sufficient to service the
principal and interest payments from the higher level of corporate debt;

     (i)  issue options, warrants or similar evidences of a right to purchase
the Corporation's Securities unless (i) issued to all its Stockholders ratably,
(ii) as a part of a financing arrangement, or (iii) as a part of a stock option
or similar plan to compensate the Corporation's Directors, officers, employees,
consultants, advisors and/or other similar persons that has been approved by the
Board; provided, however, that the number of Shares of Common Stock subject to
outstanding options under such plan shall not exceed ten percent (10%) of the
then outstanding Shares of Common Stock;

     (j)  engage in short sales, or borrow, on an unsecured basis, if such
borrowing will result in an Asset Coverage of less than three hundred percent
(300%);

     (k)  engage in trading activities in Securities, as compared with
investment activities;

     (l)  invest in any commercial real estate other than self-service storage
facilities or office and business parks, unless the Board makes each of the
following determinations as to the proposed investment:

          (i)       the acquisition and holding of the investment would not 
     jeopardize or in the future be likely to jeopardize the qualification of
     the Corporation as a REIT under the Code;

          (ii)      the Corporation's management has the experience and
     expertise necessary for effective management of the investment or has
     contracted or will contract, on behalf of the Corporation, with a third
     party manager having such experience and expertise; and


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<PAGE>

          (iii)     the investment constitutes a prudent and reasonable
     investment by the Corporation and is being made for the purpose of (A)
     maximizing the value of property acquired by the Corporation, a portion of
     which is being used as or was acquired for the purpose of a self-service
     storage facility or an office and business park, or (B) diversifying the
     Corporation's portfolio to protect the value of its assets and to hedge
     against the risk of having the Corporation's assets concentrated in self-
     service storage facilities and office and business parks; and

     (m)  acquire securities in any company holding investments or engaging in
activities prohibited by paragraphs (a) through (e), (i) and (k) of this
Section 12.5.

     12.6 RESTRICTIONS UPON DEALINGS BETWEEN THE CORPORATION AND INTERESTED
          PARTIES

     (a)  GENERAL RESTRICTION.  Except as provided in this Section 12.6, the
Corporation shall not engage in a transaction with any Interested Party.  Any
transaction between the Corporation and any Interested Party made in compliance
with the requirements of this Section 12.6 shall be valid  notwithstanding such
relationship and such Interested Party shall not be under any disability from or
have any liability as a result of entering into any such transaction with the
Corporation.

     (b)  SALES TO THE CORPORATION.  The Corporation shall not purchase property
from any Interested Party, unless 

      , after disclosure to the Board of the interest of the Interested Party in
     the proposed transaction, a majority of Directors not otherwise interested
     in such transaction (including a majority of the Independent Directors) has
     determined that the property is being offered to the Corporation upon terms
     fair and reasonable to the Corporation.

     (c)  SALES BY THE CORPORATION.  The Corporation shall not sell property to
a Director or any Affiliate thereof.

     (d)  LOANS TO OR FROM THE CORPORATION.  The Corporation shall not make
loans to, or borrow funds from, any Interested Party unless, after disclosure to
the Board of the interest of the Interested Party in the proposed transaction, a
majority of Directors not otherwise interested in such transaction (including a
majority of the Independent Directors) approves the transaction as being fair,
competitive and commercially reasonable and no less favorable to the Corporation
than loans between unaffiliated lenders and borrowers under the same
circumstances.

     (e)  OTHER SERVICES AND TRANSACTIONS.  Except to the extent otherwise
expressly authorized by the terms of Section 12.6 or this Section 12.6(e), the
Corporation shall not enter into any transaction with any Interested Party,
unless  the terms and conditions of such transaction have been disclosed to the
Board and approved by a majority of the Directors not otherwise interested in
the matter (including a majority of Independent Directors).  The disclosure
required by this Section 12.6(e) shall be in writing and shall fully describe
all the material terms and conditions of the proposed transaction, and such
Directors in approving the transaction have determined the transaction to be
fair, competitive and commercially reasonable and on terms and conditions not
less favorable to the Corporation than those available from unaffiliated third
parties. The determinations required by this Section 12.6(e) shall be set forth
in writing, together with such explanation as the Directors deem necessary or
advisable, and shall be filed with the Corporation's books and records.  In
construing this Section 12.6(e), the term "transaction" shall be understood to
refer to any dealings between the Corporation and an Interested Party, wherein
the Corporation transfers, or is obligated to transfer, to the Interested Party
valuable consideration, whether in the form of cash, securities, tangible
assets, intangible assets or otherwise, in exchange for property, services,
waiver of claims or other valuable consideration, however designated.


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<PAGE>

     (f)  ANCILLARY SERVICES.  The Corporation may permit one or more third
parties, including a property manager, a Director and/or an Affiliate thereof,
to offer Ancillary Services to its customers or others or use the Corporation's
properties as a site for offering such Ancillary Services, provided that the
conditions in Section 12.8 hereof are satisfied.

     12.7 CORPORATION'S RIGHT TO BORROW FUNDS

     Subject to the restrictions contained in this Section 12.7, the Corporation
may, at any time, at the discretion of the Board, borrow funds, on a secured or
unsecured basis, from institutional lenders, banks and other lenders selected by
the Board and, in connection therewith, execute, issue and deliver promissory
notes, commercial paper, notes, debentures, bonds and other debt obligations
(which may be convertible into Shares or other equity interests or be issued
together with warrants to acquire Shares or other equity interests). 
Notwithstanding the foregoing, except as otherwise provided in the following
sentence, the Corporation shall not borrow any funds if, after giving effect to
such borrowing, the Corporation's Indebtedness would exceed fifty percent (50%)
of its Total Assets.  The ceiling upon the Corporation's Indebtedness imposed by
the preceding sentence shall not prohibit the Corporation from incurring
Indebtedness as necessary to refinance Indebtedness previously obtained by the
Corporation, which was permissible at the time such Indebtedness was obtained,
and to make distributions to Stockholders in order to preserve the eligibility
of the Corporation as a REIT under the provisions of the Code.  The restriction
upon the Corporation's ability to borrow funds is to be applied at the time the
borrowing is obtained by the Corporation.  Any borrowing by the Corporation
permitted at the time such borrowing is made does not become unauthorized, or
constitute a violation of these By-Laws, even if, after the borrowing is in
place, the Corporation's Indebtedness exceeds the ceiling upon Indebtedness
referenced above (namely, the fifty percent (50%) ceiling), whether or not such
excess is due, in part, to any accrued but unpaid interest, late fees or
penalties, finance charges or other amounts due with respect to the
Corporation's new borrowing or previous borrowings.  In addition, the
Corporation shall not borrow any funds if, after giving effect to such
borrowing, the Corporation's Indebtedness would exceed three hundred percent
(300%) of its Adjusted Net Worth.  The Board shall review the status of the
Corporation's Indebtedness at least quarterly.

     12.8 PURSUIT OF ANCILLARY SERVICES

     (a)  The Corporation may provide any Ancillary Services to its tenants or
others as long as the Board believes in good faith that the Corporation's
pursuit of such Ancillary Services would not jeopardize the Corporation's
qualification as a REIT under the Code.

     (b)  In the event that the Corporation's pursuit of one or more of the
Ancillary Services might jeopardize the qualification of the Corporation as a
REIT under the Code, the Corporation may, in lieu of offering such Ancillary
Services directly:

          (i)       restructure the manner in which such Ancillary Services are
     offered to the Corporation's tenants or others, alter the pricing of the
     Ancillary Services or take such other action as the Corporation deems
     necessary;
     
          (ii)      invest in one or more other entities which directly provide 
     the Ancillary Services to the Corporation's tenants or others; or

          (iii)     permit others, including Interested Parties, to offer the 
     Ancillary Services to the Corporation's tenants or others in compliance
     with the terms of Section 12.8(c) hereof;

provided, however, that, in each such instance, the Board has received an
opinion from tax counsel or a ruling from the IRS that such action, subject to
the qualifications and restrictions imposed by the Board, and such


                                      -26-
<PAGE>

other assumptions as the Board may reasonably establish, would not disqualify
the Corporation from taxation as a REIT under the Code.

     (c)  The Corporation may permit one or more third parties to offer
Ancillary Services to its customers or others, or to use the Corporation's
properties as a site for offering such Ancillary Services, if the Board has, in
good faith, made the following determinations:

          (i)       the Corporation does not wish, or consider it advisable, to
     offer the Ancillary Services directly to its tenants and others or has
     determined that rendering such Ancillary Services would jeopardize the
     qualification of the Corporation as a REIT under the Code;

          (ii)      permitting others to render such Ancillary Services would 
     likely increase the rental revenues or other income derived from the
     ownership of the Corporation's properties, enhance the competitiveness of
     the Corporation or otherwise provide economic benefits, directly or
     indirectly, to the Corporation;

          (iii)     the party or parties rendering the Ancillary Services are 
     competent to do so, have experience in rendering such Ancillary Services
     and have entered into a written contract with the Corporation with respect
     to the provision of the Ancillary Services, having terms and conditions
     deemed fair and equitable to the Board; and

          (iv)      if the Person to render the Ancillary Services is an
     Interested Party, the transaction has been disclosed to and approved by the
     Directors as provided in Section 12.6(e) hereof.

     12.9 CORPORATION'S RIGHT TO PARTICIPATE IN JOINT INVESTMENTS

     The Corporation may participate in, and contribute funds to or invest in,
any general partnership, joint venture, association, trust, limited partnership
or other legal entity (a "Joint Enterprise") as long as:

     (a)  such investment in the Joint Enterprise would not (i) jeopardize the
qualification of the Corporation as a REIT under the Code or (ii) result in the
Corporation's becoming an investment company within the meaning of the
Investment Company Act of 1940, as amended (unless the Corporation is exempt
from all the provisions of such Act);

     (b)  the principal purpose of the Joint Enterprise is either to own,
manage, hold, occupy or otherwise deal with self-service storage facilities
and/or office and business parks, and/or with Mortgage Loans collateralized by
such assets, or to render Ancillary Services to Persons who own, manage or hold
self-service storage facilities, office and business parks and/or Mortgage Loans
collateralized by such assets; and

     (c)  if one or more of the other parties to the Joint Enterprise are
Interested Parties, such transaction has been disclosed to and approved by the
Directors (including a majority of the Independent Directors) as provided in
Section 12.6(e) hereof.

     12.10     INVESTMENT IN CORPORATION'S SHARES

     The Corporation may, at any time, at the discretion of the Board, invest in
any class or series of the Common Stock or Preferred Stock, or in any promissory
notes, commercial paper, notes, debentures, bonds or other debt obligations, for
the purpose of supporting the value of any such securities and for any other
valid corporate purposes; provided, however, that until March 1, 1997, any
action to support the value of the Common Stock must be approved by a majority
vote of the Independent Directors.


                                      -27-
<PAGE>

                       SECTION 13.  INDEPENDENT ACTIVITIES

     13.1 SHARES HELD BY DIRECTORS AND OFFICERS

     Any Director or officer may acquire, own, hold and dispose of Shares, for
his or her individual account, and may exercise all rights of a Stockholder to
the same extent and in the same manner as if he or she were not a Director or an
officer.

     13.2 BUSINESS INTERESTS AND INVESTMENTS OF DIRECTORS

     Subject to the limitations contained in this Section 13.2, any Director who
is not an officer may have personal business interests and may engage in
personal business activities, which interests and activities may include the
acquisition, syndication, holding, management, operation or disposition, for his
or her own account or for the account of others, of interests in real property
or Persons engaged in the real estate business, even if those interests and
activities directly compete with the actual business being conducted by the
Corporation, and is not required to present to the Corporation any business
opportunity which comes to him or her even though such opportunity is within the
Corporation's investment policies.

     13.3 OTHER BUSINESS RELATIONSHIPS OF DIRECTORS

     Subject to the provisions of Section 12 hereof, any Director or officer may
be interested as trustee, officer, director, stockholder, partner, member,
advisor or employee, or otherwise have a direct or indirect interest in any
Person who may be engaged to render advice or services to the Corporation, and
may receive compensation from such Person as well as compensation as Director,
officer or otherwise hereunder, and no such activity shall be deemed to conflict
with his or her duties and powers as Director or officer.

                             SECTION 14.  AMENDMENTS

     These By-Laws may be amended or repealed and new By-Laws may be adopted by
the Board; provided, however, that all By-Laws made by the Board may be amended
or repealed by the Stockholders.

                           SECTION 15.  MISCELLANEOUS

     15.1 PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS

     The provisions of these By-Laws are separable, and if the Board shall
determine, with the advice of counsel, that any one or more of such provisions
(the "Conflicting Provisions") are in conflict with the REIT Provisions of the
Code, the Delaware General Corporation Law or other applicable federal or
Delaware laws and regulations, the Conflicting Provisions shall be deemed never
to have constituted a part of these By-Laws; provided, however, that such
determination of the Directors shall not affect or impair any of the remaining
provisions of these By-Laws or render invalid or improper any action taken or
omitted (including, but not limited to, the election of Directors) prior to such
determination.  Such determination shall become effective when a certificate,
signed by a majority of the Directors setting forth any such determination and
reciting that it was duly adopted by the Directors, shall be filed with the
books and records of the Corporation.  The Directors shall not be liable for
failure to make any determination under this Section 17.  Nothing in this
Section 17 shall in any way limit or affect the rights of the Directors or the
Stockholders to amend these By-Laws.

     15.2 RELIANCE UPON LEGAL ADVICE

     The Directors, including the Independent Directors, may retain one or more
legal counsel to assist them in making any determinations required by them, or
which they are permitted to make, pursuant to the


                                      -28-
<PAGE>

terms of these By-Laws.  Such Directors shall not be liable for any loss caused
by or resulting from any action taken or omitted in reliance upon any legal
opinion rendered by such counsel, so long as the selection of the legal counsel
and reliance on the advice was in good faith.
In making any such determinations, the Directors shall, however, not be
obligated to follow the advice of any legal counsel engaged to advise them. 

     15.3 CONSTRUCTION

     Unless the context requires otherwise, the general provisions, rules of
construction and definitions in the Delaware General Corporation Law shall
govern the construction of these By-Laws.

     The foregoing By-Laws were adopted by the Board on May 9, 1995 and by the
Stockholders on July 26, 1995.

                                                                                

                                                      /s/  Kristin Stred
                                                      --------------------------
                                                      Secretary                 


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