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                                                                     EXHIBIT 3.8

                             ARTICLES OF AMENDMENT

                                      OF

                      RESTATED ARTICLES OF INCORPORATION

                                      OF

                               WEEKS CORPORATION

                                      I.

     The name of the corporation is Weeks Corporation (the "Corporation").

                                      II.

     The amendment (the "Amendment") is to add the following as a new Section
2.2.3 of the Corporation's Restated Articles of Incorporation, as amended (the
"Articles of Incorporation"), to determine the terms of a series of the
Preferred Stock.  All capitalized terms used herein shall have the meanings
ascribed to them in the Articles of Incorporation.

"Section 2.2.3 8.625% Series D Cumulative Redeemable Preferred Stock.
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     (i)   TITLE.  The series of Preferred Stock is hereby designated as the
"8.625% Series D Cumulative Redeemable Preferred Stock" (the "Series D Preferred
Stock").

     (ii)  NUMBER.  The maximum number of authorized shares of the Series D
Preferred Stock shall be 2,600,000.

     (iii) RELATIVE SENIORITY.  In respect of rights to receive dividends
and to participate in distributions of payments in the event of any liquidation,
dissolution or winding up of the Corporation, the Series D Preferred Stock shall
rank (a) senior to any class or series of Equity Stock of the Corporation
ranking, as to the payment of dividends or as to the distribution of assets upon
liquidation, dissolution or winding up, junior to the Series D Preferred Stock
(collectively, "Junior Stock"), (b) senior to any class or series of Equity
Stock of the Corporation ranking, as to the payment of dividends and as to the
distribution of assets upon liquidation, dissolution or winding up, junior to
the Series D Preferred Stock (collectively, "Fully Junior Stock"), and (c) on a
parity with any class or series of Equity Stock of the Corporation ranking, as
to the payment of dividends and as to the distribution of assets upon
liquidation, dissolution or winding up, whether or not the dividend rates,
dividend payment dates or redemption or liquidation prices per share thereof are
different from those of the Series D Preferred Stock, if the holders of such
class or series of Equity Stock and the Series D Preferred Stock shall be
entitled to the receipt of dividends and of amounts distributable upon
liquidation, dissolution or winding up in proportion to their respective amounts
of accrued and unpaid dividends per share or liquidation preferences, without
preference or priority one over the other (collectively, "Parity Stock").
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     (iv) DIVIDENDS.

     (A)  The holders of the then outstanding Series D Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available therefor, cumulative dividends at the rate of $2.15625
per share per year, payable in equal amounts of $0.5390625 per share quarterly
in cash on the last day of each January, April, July and October or, if not a
Business Day (as hereinafter defined), the next succeeding Business Day.
Dividends shall begin to accrue and shall be fully cumulative from the first
date on which the pertinent shares of the Series D Preferred Stock are issued
and sold and shall first be payable on January 31, 1999 (each such payment date
being hereafter called a "Quarterly Dividend Date" and each period ending on a
Quarterly Dividend Date being hereinafter called a "Dividend Period").
Dividends shall be payable to holders of record as they appear in the share
records of the Corporation at the close of business on the applicable record
date (the "Record Date"), which shall be the 15th day of the calendar month in
which the applicable Quarterly Dividend Date falls on or such other date
designated by the Board of Directors of the Corporation for the payment of
dividends that is not more than 50 nor less than 10 days prior to such Quarterly
Dividend Date.  The amount of any dividend payable for any Dividend Period
shorter than a full Dividend Period shall be prorated and computed on the basis
of the actual number of days in such period.  Dividends paid on the Series D
Preferred Stock 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 per
share basis among all such shares at the time outstanding.

     "Business Day" shall mean any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions in New York City
are authorized or required by law, regulation or executive order to close.

     (B)  The amount of any dividends accrued on any Series D Preferred Stock at
any Quarterly Dividend Date shall be the amount of any unpaid dividends
accumulated thereon, to and including such Quarterly Dividend Date, whether or
not earned or declared, and the amount of dividends accrued on any shares of
Series D Preferred Stock at any date other than a Quarterly Dividend Date shall
be equal to the sum of the amount of any unpaid dividends accumulated thereon,
to and including the last preceding Quarterly Dividend Date, whether or not
earned or declared, plus an amount calculated on the basis of the annual
dividend rate of $2.15625 per share for the period after such last preceding
Quarterly Dividend Date to and including the date as of which the calculation is
made based on the actual number of days in such period.

     (C)  Except as provided in this Section 2.2.3, the Series D Preferred Stock
will not be entitled to any dividends in excess of full cumulative dividends as
described above and shall not be entitled to participate in the earnings or
assets of the Corporation, and no interest, or sum of money in lieu of interest,
shall be payable in respect of any dividend payment or payments on the Series D
Preferred Stock which may be in arrears.
 
     (D)  Any dividend payment made on the Series D Preferred Stock shall first
be credited against the earliest accrued but unpaid dividend due with respect to
such shares which remains payable.

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     (E) If, for any taxable year, the Corporation elects to designate as
"capital gain dividends" (as defined in Section 857 of the Code), any portion
(the "Capital Gains Amount") of the dividends paid or made available for the
year to holders of all classes of shares (the "Total Dividends"), then the
portion of the Capital Gains Amount that shall be allocated to the holders of
the Series D Preferred Stock shall equal (i) the Capital Gains Amount multiplied
by (ii) a fraction that is equal to (a) the total dividends paid or made
available to the holders of the Series D Preferred Stock for the year over (b)
the Total Dividends.

     (F) No dividends on the Series D Preferred Stock shall be authorized by the
Board of Directors or be paid or set apart for payment by the Corporation at
such time as the terms and provisions of any agreement of the Corporation,
including any agreement relating to its indebtedness, prohibit such
authorization, payment or setting apart for payment or provide that such
authorization, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such authorization or payment shall be
restricted or prohibited by law.  Notwithstanding the foregoing, dividends on
the Series D Preferred Stock will accrue whether or not the Corporation has
earnings, whether or not there are funds legally available for the payment of
such dividends and whether or not such dividends are authorized.

     (G) So long as any Series D Preferred Stock remain outstanding, no
dividends, except as described in the immediately following sentence, shall be
declared or paid or set apart for payment on any class or series of Parity Stock
for any period unless full cumulative dividends have been or contemporaneously
are declared and paid or declared and a sum sufficient for the payment thereof
set apart for such payment on the Series D Preferred Stock for all Dividend
Periods terminating on or prior to the dividend payment date for such class or
series of Parity Stock. When dividends are not paid in full or a sum sufficient
for such payment is not set apart, as aforesaid, all dividends declared upon
Series D Preferred Stock and all dividends declared upon any other class or
series of Parity Stock shall be declared ratably in proportion to the respective
amounts of dividends accumulated and unpaid on the Series D Preferred Stock and
accumulated and unpaid on such Parity Stock.

     (H) So long as any shares of Series D Preferred Stock remain outstanding,
no dividends (other than dividends or distributions paid solely in shares of, or
options, warrants or rights to subscribe for or purchase shares of, Fully Junior
Stock) shall be declared or paid or set apart for payment or other distribution
declared or made upon Junior Stock or Fully Junior Stock, nor shall any Junior
Stock or Fully Junior Stock be redeemed, purchased or otherwise acquired (other
than a redemption, purchase or other acquisition of shares of Common Stock made
for purposes of any employee incentive or benefit plan of the Corporation or any
subsidiary) for any consideration (or any monies be paid to or made available
for a sinking fund for the redemption of any such shares) by the Corporation,
directly or indirectly (except by conversion into or exchange for shares of
Fully Junior Stock), unless in each case (i) the full cumulative dividends on
all outstanding shares of Series D Preferred Stock and any other Parity Stock of
the Corporation shall have been or contemporaneously are declared and paid or
declared and set apart for payment for all past Dividend Periods with respect to
the Series D Preferred Stock and all past dividend periods with respect to such
Parity Stock and (ii) sufficient funds shall have been or contemporaneously are
declared and 

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paid or declared and set apart for the payment of the dividend for the current
Dividend Period with respect to the Series D Preferred Stock and the current
dividend period with respect to such Parity Stock.

     (v)  LIQUIDATION RIGHTS.

     (A)  Upon the voluntary or involuntary liquidation, dissolution or winding
up of the Corporation, the holders of the Series D Preferred Stock then
outstanding shall be entitled to receive and to be paid out of the assets of the
Corporation available for distribution to its shareholders, before any payment
or distribution shall be made on any Junior Stock, the amount of $25.00 per
share, plus accrued and unpaid dividends thereon.

     (B)  After the payment to the holders of the Series D Preferred Stock of
the full preferential amounts provided for in this Section 2.2.3, any other
series or class of Junior Stock or Fully Junior Stock shall, subject to the
respective terms and provisions (if any) applying thereto, be entitled to
receive any and all assets remaining to be paid, and the holders of the Series D
Preferred Stock, as such, shall have no right or claim to any of the remaining
assets of the Corporation.

     (C)  If, upon any voluntary or involuntary dissolution, liquidation, or
winding up of the Corporation, the assets of the Corporation, or proceeds
thereof, distributable among the holders of the Series D Preferred Stock shall
be insufficient to pay in full the preferential amount aforesaid and liquidating
payments on any other shares of any class or series of Parity Stock, then such
assets, or the proceeds thereof, shall be distributed among the holders of the
Series D Preferred Stock and any such other Parity Stock ratably in accordance
with the respective amounts that would be payable on such Series D Preferred
Stock and any such other Parity Stock if all amounts payable thereon were paid
in full.

     (D)  Neither a consolidation nor a merger of any other entity into or with
the Corporation, a statutory share exchange by the Corporation or a sale, lease,
transfer or conveyance of all or substantially all of the property or business
of the Corporation, shall be deemed to be a dissolution, liquidation or winding
up, voluntary or involuntary, for the purposes of this Section 2.2.3.

     (vi) REDEMPTION.

     (A)  OPTIONAL REDEMPTION.  On and after November 12, 2003, the Corporation
may, at its option, redeem at any time all or, from time to time, any part of
the Series D Preferred Stock at a price per share (the "Redemption Price"),
payable in cash, of $25.00, together with all accrued and unpaid dividends to
and including the date fixed for redemption (the "Redemption Date"), without
interest, to the full extent the Company has funds legally available therefor.
The Series D Preferred Stock shall have no stated maturity and will not be
subject to any sinking fund or mandatory redemption provisions.

     (B)  PROCEDURES OF REDEMPTION.

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          (1) Notice of redemption will be given by publication in a newspaper
     of general circulation in the City of New York, such publication to be made
     once a week for two successive weeks commencing not less than 30 nor more
     than 90 days prior to the Redemption Date.  Notice of any redemption will
     also be mailed by the registrar, postage prepaid, not less than 30 nor more
     than 90 days prior to the Redemption Date, addressed to each holder of
     record of the Series D Preferred Stock to be redeemed at the address set
     forth in the share transfer records of the registrar.  Any notice mailed in
     the manner provided herein shall be conclusively presumed to have been
     given on the date mailed whether or not the holder received the notice.  No
     failure to give such notice or any defect therein or in the mailing thereof
     shall affect the validity of the proceedings for the redemption of any
     Series D Preferred Stock except as to the holder to whom the Corporation
     has failed to give notice or except as to the holder to whom notice was
     defective.  In addition to any information required by law or by the
     applicable rules of any exchange upon which Series D Preferred Stock may be
     listed or admitted to trading, such notice shall state:  (a) the Redemption
     Date; (b) the Redemption Price; (c) the number of shares of Series D
     Preferred Stock to be redeemed; (d) the place or places where certificates
     for such shares are to be surrendered for payment of the Redemption Price;
     and (e) that dividends on the shares to be redeemed will cease to
     accumulate on the Redemption Date.  If fewer than all of the shares of
     Series D Preferred Stock held by any holder are to be redeemed, the notice
     mailed to such holder shall also specify the number of shares of Series D
     Preferred Stock to be redeemed from such holder.

          (2) If notice has been mailed in accordance with subparagraph
     (vi)(B)(1) above and provided that on or before the Redemption Date
     specified in such notice all funds necessary for such redemption shall have
     been irrevocably set aside by the Corporation, separate and apart from its
     other funds in trust for the pro rata benefit of the holders of the Series
     D Preferred Stock so called for redemption, so as to be, and to continue to
     be available therefor, then, from and after the Redemption Date, dividends
     on the Series D Preferred Stock so called for redemption shall cease to
     accumulate, and said shares shall no longer be deemed to be outstanding and
     shall not have the status of Series D Preferred Stock and all rights of the
     holders thereof as shareholders of the Corporation (except the right to
     receive the Redemption Price) shall cease.  Upon surrender, in accordance
     with such notice, of the certificates for any shares of Series D Preferred
     Stock so redeemed (properly endorsed or assigned for transfer, if the
     Corporation shall so require and the notice shall so state), such shares of
     Series D Preferred Stock shall be redeemed by the Corporation at the
     Redemption Price.  In case fewer than all the shares of Series D Preferred
     Stock represented by any such certificate are redeemed, a new certificate
     or certificates shall be issued presenting the unredeemed shares of Series
     D Preferred Stock without cost to the holder thereof.

          (3) Any funds deposited with a bank or trust company for the purpose
     of redeeming shares of Series D Preferred Stock shall be irrevocably
     deposited except that:

              (a) the Corporation shall be entitled to receive from such bank
          or trust company the interest or other earnings, if any, earned on any
          money so deposited in 

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          trust, and the holders of any shares redeemed shall have no claim to
          such interest or other earnings; and

               (b) any balance of monies so deposited by the Corporation and
          unclaimed by the holders of the Series D Preferred Stock entitled
          thereto at the expiration of two years from the applicable Redemption
          Date shall be repaid, together with any interest or other earnings
          earned thereon, to the Corporation, and after any such repayment, the
          holders of the shares entitled to the funds so repaid to the
          Corporation shall look only to the Corporation for payment without
          interest or other earnings.

          (4) No Series D Preferred Stock may be redeemed except from proceeds
     from the sale of other capital stock of the Corporation, including but not
     limited to common stock, preferred stock, depositary shares, interests,
     participations or other ownership interests (however designated) and any
     rights (other than debt securities convertible into or exchangeable for
     equity securities) or options to purchase any of the foregoing.

          (5) Unless full accumulated dividends on all Series D Preferred Stock
     and any other class or series of Parity Stock shall have been or
     contemporaneously are declared and paid or declared and a sum sufficient
     for the payment thereof set apart for payment for all past Dividend Periods
     and the then current Dividend Period, no Series D Preferred Stock or Parity
     Stock shall be redeemed or purchased or otherwise acquired directly or
     indirectly; provided, however, that the foregoing shall not prevent the
     redemption of Series D Preferred Stock or Parity Stock to preserve the
     Corporation's REIT status or the purchase or acquisition of Series D
     Preferred Stock or Parity Stock pursuant to a purchase or exchange offer
     made on the same terms to holders of all outstanding shares of Series D
     Preferred Stock or Parity Stock, as the case may be.

          (6) If the Redemption Date is after a Record Date and before the
     related Quarterly Dividend Date, the dividend payable on such Quarterly
     Dividend Date shall be paid to the holder in whose name the shares of
     Series D Preferred Stock to be redeemed are registered at the close of
     business on such Record Date notwithstanding the redemption thereof between
     such Record Date and the related Quarterly Dividend Date or the
     Corporation's default in the payment of the dividend due.  Except as
     provided above, the Company will make no payment or allowance for unpaid
     dividends, whether or not in arrears, on Series D Preferred Stock to be
     redeemed.

          (7) In case of redemption of less than all of the Series D Preferred
     Stock at the time outstanding, the shares of Series D Preferred Stock to be
     redeemed shall be selected by the Corporation by lot or pro rata from the
     holders of record of such shares in proportion to the number of shares of
     Series D Preferred Stock held by such holders (with adjustments to avoid
     redemption of fractional shares) or by any other equitable method
     determined by the Corporation in its sole and absolute discretion.

     (vii) VOTING RIGHTS. Except as required by law, and as set forth below,
the holders of the Series D Preferred Stock shall not be entitled to vote at any
meeting of the shareholders of the Corporation for election of Directors or for
any other purpose or otherwise to participate in any 

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action taken by the Corporation or the shareholders thereof, or to receive
notice of any meeting of shareholders and the consent of the holders of the
Series D Preferred Stock shall not be required for the taking of any corporate
action.

     (A) If and whenever dividends payable on the Series D Preferred Stock or
any series or class of Parity Stock shall be in arrears for six consecutive
Dividend Periods, whether or not declared, the number of directors then
constituting the Board of Directors shall be increased by two, and the holders
of such Series D Preferred Stock, together with the holders of shares of every
other series of Parity Stock, voting together as a single class regardless of
series, shall be entitled to vote for the election of two additional directors
of the Corporation at any annual meeting of shareholders or special meeting held
in place thereof, or at a special meeting of the holders of the Series D
Preferred Stock and the Parity Stock called as hereinafter provided. Whenever
all arrears in dividends on the Series D Preferred Stock and the Parity Stock
then outstanding shall have been paid and dividends thereon for the current
Dividend Period shall have been paid or declared and set apart for payment, then
the right of the holders of the Series D Preferred Stock and the Parity Stock to
elect such additional two directors shall immediately cease (but subject always
to the same provision for the vesting of such voting rights in the case of any
similar future arrearages in six consecutive Dividend Periods), and the terms of
office of all persons elected as directors by the holders of the Series D
Preferred Stock and the Parity Stock shall immediately terminate and the number
of the Board of Directors shall be reduced accordingly.

     (B) At any time after such voting rights shall have been so vested in the
holders of the Series D Preferred Stock and the Parity Stock, the secretary of
the Corporation may, and upon the written request of holders of record of at
least ten percent (10%) of the Series D Preferred Stock then outstanding
(addressed to the secretary at the principal office of the Corporation) shall,
call a special meeting of the holders of the Series D Preferred Stock and of the
Parity Stock for the election of the two directors to be elected by them as
herein provided, such call to be made by notice similar to that provided in the
Bylaws of the Corporation for a special meeting of the shareholders or as
required by law.  If any such special meeting required to be called as provided
above shall not be called by the secretary within 20 days after receipt of any
such request, then any holder of Series D Preferred Stock may call such meeting,
upon the notice provided above, and for that purpose shall have access to the
stock records of the Corporation.  The directors elected at any such special
meeting shall hold office until the next annual meeting of the shareholders or
special meeting held in lieu thereof if such office shall not have previously
terminated as provided above.  If any vacancy shall occur among the directors
elected by the holders of the Series D Preferred Stock and the Parity Stock, a
successor shall be elected by the Board of Directors, upon the nomination of the
then-remaining director elected by the holders of the Series D Preferred Stock
and the Parity Stock or the successor of such remaining director, to serve until
the next annual meeting of the shareholders or special meeting held in place
thereof if such office shall not have previously terminated as provided above.

     (C) So long as any shares of Series D Preferred Stock remain outstanding,
the Corporation will not, without the affirmative vote or consent of the holders
of at least two-thirds of the Series D Preferred Stock and the Parity Stock
outstanding at the time, acting as a single class regardless of series, given in
person or by proxy, either in writing or at a meeting,

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          (1) authorize or create, or increase the authorized or issued amount
     of, any class or series of Equity Securities ranking prior to the Series D
     Preferred Stock with respect to the payment of dividends or the
     distribution of assets upon liquidation, dissolution or winding up or
     reclassify any authorized shares of the Corporation into such shares, or
     create, authorize or issue any obligation or security convertible into or
     evidencing the right to purchase any such shares; or

          (2) amend, alter or repeal the provisions of the Articles of
     Incorporation, including this Amendment, so as to materially and adversely
     affect any right, preference, privilege or voting power of the Series D
     Preferred Stock, the Parity Stock or the holders thereof; provided,
     however, that the amendment of the provisions of the Articles of
     Incorporation so as to authorize or create or to increase the authorized
     amount of shares of any class of any Fully Junior Stock or Junior Stock
     that are not senior in any respect to the Series D Preferred Stock, or any
     shares of any class ranking on a parity with the Series D Preferred Stock
     or the Parity Stock, shall not be deemed to adversely affect the rights,
     preferences, privileges or voting power of the Series D Preferred Stock;
     and provided further, however, that if any such amendment, alteration or
     repeal would materially and adversely affect any right, preference,
     privilege or voting power of the Series D Preferred Stock or another series
     of Parity Stock that is not enjoyed by some or all of the other series
     otherwise entitled to vote in accordance herewith, the affirmative vote of
     at least two thirds of the votes entitled to be cast by the holders of all
     series similarly affected, similarly given, shall be required in lieu of
     the affirmative vote of at least two thirds of the votes entitled to be
     cast by the holders of the Series D Preferred Stock and the Parity Stock
     otherwise entitled to vote in accordance herewith; or

          (3) effect or validate a share exchange that affects the Series D
     Preferred Stock, a consolidation with or merger of the Corporation into
     another entity, or a consolidation with or merger of another entity into
     the Corporation, unless in each such case each share of Series D Preferred
     Stock (x) shall remain outstanding without a material and adverse change to
     its terms and rights or (y) shall be converted into or exchanged for
     preferred stock of the surviving entity having preferences, voting powers,
     restrictions, limitations as to dividends, qualifications and terms or
     conditions of redemption thereof identical to that of a share of Series D
     Preferred Stock (except for changes that do not materially and adversely
     affect the holders of the Series D Preferred Stock).

     The foregoing voting provisions will not apply if, at or prior to the time
when the act with respect to which such vote would otherwise be required shall
be effected, all outstanding shares of Series D Preferred Stock shall have been
redeemed or called for redemption and sufficient funds shall have been deposited
in trust to effect such redemption.

     (D) On each matter submitted to a vote of the holders of Series D Preferred
Stock in accordance with this Section 2.2.3, or as otherwise required by law,
each share of Series D Preferred Stock shall be entitled to one vote.  With
respect to each share of Series D Preferred Stock, the holder thereof may
designate a proxy, with each such proxy having the right to vote on behalf of
the holder.

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     (viii) RETIREMENT.  Except as otherwise provided in the Articles of
Incorporation, all shares of Series D Preferred Stock which shall have been
issued and reacquired in any manner by the Corporation shall be restored to the
status of authorized but unissued shares of Preferred Stock, without designation
as to class or series.

     (ix)   CONVERSION.   The shares of Series D Preferred Stock are not
convertible into or exchangeable for any other property or securities of the
Corporation.

     (x)    RECORD HOLDERS. The Corporation and the Corporation's transfer agent
may deem and treat the record holder of any shares of Series D Preferred Stock
as the true and lawful owner thereof for all purposes, and neither the
Corporation nor its transfer agent shall be affected by any notice to the
contrary."

                                     III.

     This Amendment was adopted by the Board of Directors on November 11, 1998.

                                      IV.

     This Amendment was duly adopted by the Board of Directors without
shareholder approval, as such approval was not required.

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     IN WITNESS WHEREOF, Weeks Corporation has caused these Articles of
Amendment to be executed and sealed by its duly authorized officers this ___ day
of November, 1998.

                                 WEEKS CORPORATION


                                 By:__________________________
                                    A. R. Weeks, Jr.
                                    Chairman and Chief Executive Officer



Attest:

By:____________________________
Name: Elizabeth C. Belden
Title:   Vice President and Secretary