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                                                                          EX 4.4

                             ARTICLES SUPPLEMENTARY
                           RIGHTS OF SERIES A JUNIOR
                         PARTICIPATING PREFERRED STOCK

                                       of

                     SECURITY CAPITAL ATLANTIC INCORPORATED

     The undersigned, being a duly authorized officer of Security Capital
Atlantic Incorporated, a Maryland corporation (the "Corporation"), does hereby
certify to the State Department of Assessments and Taxation of Maryland pursuant
to Section 2-208(b) of the Maryland General Corporation Law that:

     FIRST:  The Board of Directors of the Corporation (the "Board of
Directors") has reclassified 746,032 unissued shares of Common Stock, $.01 par
value per share (the "Common Shares"), of the Corporation as shares of Series A
Junior Participating Preferred Stock.

     SECOND:  The following is a description of the Series A Preferred Shares
(as defined below), including the preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption thereof:

     Section 1.  Designation and Amount.  There shall be a series of preferred
stock of the Corporation, $0.01 par value per share, which shall be designated
"Series A Junior Participating Preferred Stock," $0.01 par value per share (the
"Series A Preferred Shares"), and the number of shares constituting that series
shall be 746,032.  Such number of shares may be increased or decreased by
resolution of the Board of Directors and by the filing of articles supplementary
in accordance with the provisions of the Maryland General Corporation Law
stating that such increase or reduction has been so authorized; provided,
however, that no decrease shall reduce the number of Series A Preferred Shares
to a number less than the number of Series A Preferred Shares then outstanding
plus the number of Series A Preferred Shares issuable upon exercise of
outstanding rights, options or warrants or upon conversion of outstanding
securities issued by the Corporation.

     Section 2.  Dividends and Distributions.

     (A) Subject to the prior and superior rights of the holders of any shares
of any class or series of preferred shares of the Corporation ranking prior and
superior to the Series A Preferred Shares with respect to dividends, the holders
of Series A Preferred Shares shall be entitled to receive, when, as and if
authorized and declared by the Board of Directors out of funds legally available
for the purpose, quarterly dividends payable in cash to holders of record on the
last Business Day of January, April, July and October in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
(commencing on the first Quarterly Dividend Payment Date after the first
issuance of a Series A Preferred Share or fraction thereof)

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in an amount per share (rounded to the nearest cent) equal to the greater of (a)
$1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100
times the aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in Common Shares (hereinafter
defined) or a subdivision of the outstanding Common Shares (by a
reclassification or otherwise), declared on the Common Shares since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any Series A
Preferred Share or fraction thereof.  In the event the Board of Directors shall
at any time following March 12, 1996 (i) authorize and declare any dividend on
Common Shares payable in Common Shares, (ii) subdivide the outstanding Common
Shares or (iii) combine the outstanding Common Shares into a smaller number of
shares, then in each such case the amount to which holders of Series A Preferred
Shares were entitled immediately prior to such event under clause (b) of the
preceding sentence shall be adjusted by multiplying each such amount by a
fraction the numerator of which is the number of Common Shares outstanding
immediately after such event and the denominator of which is the number of
Common Shares that were outstanding immediately prior to such event.

     (B) The Board of Directors of the Corporation shall authorize and declare a
dividend or distribution on the Series A Preferred Shares as provided in
paragraph (A) above at the time it declares a dividend or distribution on the
Common Shares (other than a dividend payable in Common Shares).

     (C) No dividend or distribution (other than a dividend or distribution
payable in Common Shares) shall be paid or payable to the holders of Common
Shares unless, prior thereto, all accrued but unpaid dividends to the date of
that dividend or distribution shall have been paid to the holders of Series A
Preferred Shares.

     (D) Dividends shall begin to accrue and be cumulative on outstanding Series
A Preferred Shares from the Quarterly Dividend Payment Date next preceding the
date of issuance of such Series A Preferred Shares, unless the date of issuance
of such shares is prior to the record date for the first Quarterly Dividend
Payment Date, in which case dividends on such shares shall begin to accrue and
be cumulative from the date of issuance of such shares, or unless the date of
issuance is a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of Series A Preferred Shares entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall
not bear interest.  Dividends paid on the Series A Preferred Shares in an amount
less than the total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding.  The Board of Directors may fix a record date
for the determination of holders of Series A Preferred Shares entitled to
receive payment of a dividend or distribution, authorized and declared thereon,
which record date shall be no more than 30 days prior to the date fixed for the
payment thereof.

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     Section 3.  Voting Rights.  The holders of Series A Preferred Shares shall
have the following voting rights:

     (A) Subject to the provision for adjustment hereinafter set forth, each one
one-hundredth of a Series A Preferred Share shall entitle the holder thereof to
one vote on all matters submitted to a vote of the shareholders of the
Corporation.  In the event the Board of Directors shall at any time following
March 12, 1996 (i) authorize and declare any dividend on Common Shares payable
in Common Shares, (ii) subdivide the outstanding Common Shares or (iii) combine
the outstanding Common Shares into a smaller number of shares, then in each such
case the number of votes per share to which holders of Series A Preferred Shares
were entitled immediately prior to such event shall be adjusted by multiplying
such number by a fraction the numerator of which is the number of Common Shares
outstanding immediately after such event and the denominator of which is the
number of Common Shares that were outstanding immediately prior to such event.

     (B) Except as otherwise provided herein or required by law, the holders of
Series A Preferred Shares and the holders of Common Shares and any other shares
of stock of the Corporation having general voting rights shall vote together as
one class on all matters submitted to a vote of shareholders of the Corporation.

     (C)  (i)   Whenever, at any time or times, dividends payable on any Series
     A Preferred Shares shall be in arrears in an amount equal to at least six
     full quarterly dividends (whether or not authorized and declared and
     whether or not consecutive), the holders of record of the outstanding
     Series A Preferred Shares shall have the exclusive right, voting separately
     as a single class, to elect two directors of the Corporation at a special
     meeting of shareholders of the Corporation or at the Corporation's next
     annual meeting of shareholders, and at each subsequent annual meeting of
     shareholders, as provided below. At elections for such directors, the
     holders of Series A Preferred Shares shall be entitled to cast one vote for
     each one one-hundredth of a Series A Preferred Share held, subject to
     adjustment.

          (ii)  Upon the vesting of such right of the holders of Series A
     Preferred Shares, the maximum authorized number of members of the Board of
     Directors shall automatically be increased by two and the two vacancies so
     created shall be filled by vote of the holders of the outstanding Series A
     Preferred Shares as hereinafter set forth.  A special meeting of the
     shareholders of the Corporation then entitled to vote shall be called by
     any Co-Chairman, Managing Director, Senior Vice President or the Secretary
     of the Corporation, if requested in writing by the holders of record of not
     less than 10% of the Series A Preferred Shares then outstanding.  At such
     special meeting, or, if no such special meeting shall have been called,
     then at the next annual meeting of shareholders of the Corporation, the
     holders of Series A Preferred Shares shall elect, voting as above provided,
     two directors of the Corporation to fill the aforesaid vacancies created by
     the automatic increase in the number of members of the Board of Directors.
     At any and all

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     such meetings for such election, the holders of a majority of the
     outstanding Series A Preferred Shares shall be necessary to constitute a
     quorum for such election, whether present in person or by proxy, and such
     two directors shall be elected by the vote of at least a plurality of
     shares held by such shareholders present or represented at the meeting.
     Any director elected by holders of Series A Preferred Shares pursuant to
     this Section may be removed at any annual or special meeting, by vote of a
     majority of the shareholders voting as a class who elected such director,
     with or without cause.  In case any vacancy shall occur among the directors
     elected by the holders of the Series A Preferred Shares pursuant to this
     Section, such vacancy may be filled by the remaining director so elected,
     or his successor then in office, and the director so elected to fill such
     vacancy shall serve until the next meeting of shareholders for the election
     of directors.  After the holders of the Series A Preferred Shares shall
     have exercised their right to elect directors in any default period and
     during the continuance of such period, the number of directors shall not be
     further increased or decreased except by vote of the holders of Series A
     Preferred Shares as herein provided or pursuant to the rights of any equity
     securities ranking senior to or pari passu with the Series A Preferred
     Shares.

          (iii)  The right of the holders of Series A Preferred Shares, voting
     separately as a class, to elect two members of the Board of Directors of
     the Corporation as aforesaid shall continue until, and only until, such
     time as all arrears in dividends (whether or not declared) on Series A
     Preferred Shares shall have been paid, authorized or declared and set apart
     for payment, at which time such right shall terminate, except as herein or
     by law expressly provided, subject to revesting in the event of each and
     every subsequent default of the character above-mentioned.  Upon any
     termination of the right of the holders of Series A Preferred Shares as a
     class to vote for directors as herein provided, the term of office of all
     directors then in office elected by the holders of Series A Preferred
     Shares pursuant to this Section shall terminate immediately.  Whenever the
     term of office of the directors elected by the holders of Series A
     Preferred Shares pursuant to this Section shall terminate and the special
     voting powers vested in the holders of Series A Preferred Shares pursuant
     to this Section shall have expired, the maximum number of members of the
     Board of Directors of the Corporation shall be such number as may be
     provided for in the Bylaws of the Corporation irrespective of any increase
     made pursuant to the provisions of this Section.

     (D) Except as otherwise provided herein or required by law, holders of
Series A Preferred Shares shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of the Common Shares as provided herein) for taking any corporate
action.

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     Section 4.  Certain Restrictions.

     (A)  Whenever any quarterly dividends or other dividends or distributions
payable on the Series A Preferred Shares as provided in Section 2 are in
arrears, then, thereafter and until all accrued and unpaid dividends and
distributions, whether or not authorized and declared, on Series A Preferred
Shares outstanding shall have been paid in full, the Corporation shall not:

          (i)    authorize, declare or pay dividends on, make any other
     distributions on, or redeem or purchase or otherwise acquire for
     consideration any shares ranking junior (either as to dividends or upon
     liquidation, dissolution or winding up) to the Series A Preferred Shares,
     other than dividends paid or payable in such junior shares;

          (ii)   authorize, declare or pay dividends on or make any other
     distributions on any shares ranking on a parity (either as to dividends or
     upon liquidation, dissolution or winding up) with the Series A Preferred
     Shares, except dividends paid ratably on the Series A Preferred Shares, and
     all such parity shares on which dividends are payable or in arrears in
     proportion to the total amounts to which the holders of all such shares are
     then entitled;

          (iii)  redeem or purchase or otherwise acquire for consideration
     shares ranking on a parity (either as to dividends or upon liquidation,
     dissolution or winding up) with the Series A Preferred Shares, provided
     that the Corporation may at any time redeem, purchase or otherwise acquire
     any such parity shares in exchange for shares of the Corporation ranking
     junior (either as to dividends or upon dissolution, liquidation or winding
     up) to the Series A Preferred Shares; or

          (iv)   purchase or otherwise acquire for consideration any Series A
     Preferred Shares, except in accordance with a purchase offer made in
     writing or by publication (as determined by the Board of Directors) to all
     holders of such shares upon such terms as the Board of Directors, after
     consideration of the respective annual dividend rates and other relative
     rights and preferences of the respective series and classes, shall
     determine in good faith will result in fair and equitable treatment among
     the respective series or classes.

     (B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of the Corporation
unless the Corporation could, under paragraph (A) of this Section, purchase or
otherwise acquire such shares at such time and in such manner.

     Section 5.  Reacquired Shares.  Any Series A Preferred Shares purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof.  All such shares shall
upon their cancellation become authorized but unissued preferred shares and may
be reissued as part of a new series of preferred shares

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to be created by resolution or resolutions of the Board of Directors, subject to
the conditions and restrictions on issuance set forth herein.

     Section 6.  Liquidation, Dissolution or Winding Up.  (A)  Upon any
voluntary liquidation, dissolution or winding up of the Corporation, no
distribution shall be made to the holders of shares ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to Series A Preferred
Shares unless, prior thereto, the holders of Series A Preferred Shares shall
have received $1.00 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment (the "Series A Liquidation Preference").  Following the payment of
the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of Series A Preferred Shares unless,
prior thereto, the holders of Common Shares shall have received an amount per
share (the "Common Adjustment") equal to the quotient obtained by dividing (i)
the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as
set forth in subparagraph C below to reflect such events as share splits, share
dividends and recapitalizations with respect to the Common Shares) (such number
in clause (ii), the "Adjustment Number").  Following the payment of the full
amount of the Series A Liquidation Preference and the Common Adjustment in
respect of all outstanding Series A Preferred Shares and Common Shares,
respectively, holders of Series A Preferred Shares and holders of Common Shares
shall receive their ratable and proportionate share of the remaining assets to
be distributed in the ratio, on a per share basis, of the Adjustment Number to 1
with respect to such Series A Preferred Shares and Common Shares, on a per share
basis, respectively.

     (B) In the event, however, that there are not sufficient assets available
to permit payment in full of the Series A Liquidation Preference and the
liquidation preferences of all other series of preferred shares, if any, which
rank on a parity with the Series A Preferred Shares, then such remaining assets
shall be distributed ratably to the holders of the Series A Preferred Shares and
such parity shares in proportion to their respective liquidation preferences.

     (C) In the event the Corporation shall at any time following March 12, 1996
(i) declare any dividend on the Common Shares payable in Common Shares, (ii)
subdivide the outstanding Common Shares or (iii) combine the outstanding Common
Shares into a smaller number of shares, then in each such case the Adjustment
Number in effect immediately prior to such event shall be adjusted by
multiplying such Adjustment Number by a fraction the numerator of which is the
number of Common Shares outstanding immediately after such event and the
denominator of which is the number of Common Shares that were outstanding
immediately prior to such event.

     Section 7.  Consolidation, Merger, etc.  In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the Common Shares are exchanged for or changed into other shares or securities,
cash and/or any other property, then in any such case, the Series A Preferred
Shares shall at the same time be similarly exchanged or changed in an amount per
share (subject to the provision for adjustment hereinafter set forth)

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equal to 100 times the aggregate amount of shares, securities, cash and/or any
other property (payable in kind), as the case may be, into which or for which
each Common Share is exchanged or changed.  In the event the Board of Directors
shall at any time (i) authorize and declare any dividend on Common Shares
payable in Common Shares, (ii) subdivide the outstanding Common Shares or (iii)
combine the outstanding Common Shares into a smaller number of shares, then in
each such case the amount set forth in the preceding sentence with respect to
the exchange or change of Series A Preferred Shares shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
Common Shares outstanding immediately after such event and the denominator of
which is the number of Common Shares that were outstanding immediately prior to
such event.

     Section 8.  Redemption.  The Series A Preferred Shares shall not be
redeemable by the Corporation.  The preceding sentence shall not limit the
ability of the Corporation to purchase or otherwise deal in such shares to the
extent permitted by law.

     Section 9.  Ranking.  The Series A Preferred Shares shall rank junior to
all other series of the Corporation's preferred stock (whether with or without
par value) as to the payment of dividends and the distribution of assets, unless
the terms of any such series shall provide otherwise.

     Section 10.  Amendment.  Neither the Corporation's Amended and Restated
Articles of Incorporation, nor any Articles Supplementary relating to the Series
A Preferred Shares shall be amended in any manner which would materially alter
or change the powers, preferences or special rights of the Series A Preferred
Shares so as to affect the holders of Series A Preferred Shares adversely
without the affirmative vote of the holders of a majority or more of the
outstanding Series A Preferred Shares, voting separately as a class.

     Section 11.  Fractional Shares.  Series A Preferred Shares may be issued in
fractions of a share that are integral multiples of one-one hundredth of a
share, which shall entitle the holder, in proportion to such holder's fractional
shares, to exercise voting rights, receive dividends and participate in
distributions and to have the benefit of all other rights of holders of Series A
Preferred Shares.

     THIRD:  The Series A Preferred Shares have been reclassified and designated
by the Board of Directors under the authority contained in the charter of the
Corporation.  These Articles Supplementary have been approved by the Board of
Directors in the manner and by the vote required by law.

     FOURTH:  The undersigned officer acknowledges these Articles Supplementary
to be the act of the Corporation and further, as to all matters or facts
required to be verified under oath, such officer acknowledges that to the best
of his or her knowledge, information and belief, these matters and facts are
true in all material respects and that this statement is made under the
penalties of perjury.

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     IN WITNESS WHEREOF, these Articles Supplementary have been duly executed by
the undersigned officer this 18th day of October, 1996.


                              SECURITY CAPITAL ATLANTIC INCORPORATED



                              By: /s/ Jeffrey A. Klopf
                                 ---------------------
                              Name:  Jeffrey A. Klopf
                              Title: Senior Vice President and Secretary

Attest:



By: /s/ Lucinda Marker
   -------------------
Name:  Lucinda Marker
Title: Assistant Secretary

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