BEDFORD PROPERTY INVESTORS, INC.

                             AMENDED AND RESTATED BYLAWS

    ARTICLE I

    OFFICES

     Section 1.            PRINCIPAL OFFICE.  The principal office of the
Corporation shall be located at such place or places as the Board of
Directors may designate.

     Section 2.            ADDITIONAL OFFICES.  The Corporation may have
additional offices at such places as the Board of Directors may from
time to time determine or the business of the Corporation may require.

 ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1.            PLACE.  All meetings of stockholders shall be
held at the principal office of the Corporation or at such other place
within the United States as shall be stated in the notice of the
meeting.

     Section 2.            ANNUAL MEETING.  An annual meeting of the
stockholders for the election of directors and the transaction of any
business within the powers of the Corporation shall be held on a date
and at the time set by the Board of Directors during the month of May
in each year, except that in 1995, the Annual Meeting shall be held in
the month of September.

     Section 3.            SPECIAL MEETINGS.  The president, chief
executive officer or Board of Directors may call special meetings of
the stockholders.  Special meetings of stockholders shall also be
called by the secretary of the Corporation upon the written request of
the holders of shares entitled to cast not less than 25% of all the
votes entitled to be cast at such meeting.  Such request shall state
the purpose of such meeting and the matters proposed to be acted on at
such meeting.  The secretary shall inform such stockholders of the
reasonably estimated cost of preparing and mailing notice of the
meeting and, upon payment to the Corporation by such stockholders of
such costs, the secretary shall give notice to each stockholder
entitled to notice of the meeting.  Unless requested by the
stockholders entitled to cast a majority of all the votes entitled to
be cast at such meeting, a special meeting need not be called to
consider any matter which is substantially the same as a matter voted
on at any special meeting of the stockholders held during the
preceding twelve months.

     Section 4.            NOTICE.  Not less than ten nor more than 90
days before each meeting of stockholders, the secretary shall give to
each stockholder entitled to vote at such meeting and to each
stockholder not entitled to vote who is entitled to notice of the
meeting written or printed notice stating the time and place of the
meeting and, in the case of a special meeting or as otherwise may be
required by any statute, the purpose for which the meeting is called,
either by mail or by presenting it to such stockholder personally or
by leaving it at his residence or usual place of business.  If mailed,
such notice shall be deemed to be given when deposited in the United
States mail addressed to the stockholder at his post office address as
it appears on the records of the Corporation, with postage thereon
prepaid.

     Section 5.            SCOPE OF NOTICE.  Any business of the
Corporation may be transacted at an annual meeting of stockholders
without being specifically designated in the notice, except such
business as is required by any statute to be stated in such notice.
No business shall be transacted at a special meeting of stockholders
except as specifically designated in the notice.

     Section 6.            ORGANIZATION.  At every meeting of
stockholders, the Chairman of the Board, if there be one, shall
conduct the meeting or, in the case of vacancy in office or absence of
the Chairman of the Board, one of the following officers present shall
conduct the meeting in the order stated:  the Vice Chairman of the
Board, if there be one, the President, the Vice Presidents in their
order of rank and seniority, or a Chairman chosen by the stockholders
entitled to cast a majority of the votes which all stockholders
present in person or by proxy are entitled to cast, shall act as
Chairman, and the Secretary, or, in his absence, an assistant
secretary, or in the absence of both the Secretary and assistant
secretaries, a person appointed by the Chairman shall act as
Secretary.

     Section 7.            QUORUM.  At any meeting of stockholders, the
presence in person or by proxy of stockholders entitled to cast a
majority of all the votes entitled to be cast at such meeting shall
constitute a quorum; but this section shall not affect any requirement
under any statute or the charter of the Corporation for the vote
necessary for the adoption of any measure.  If, however, such quorum
shall not be present at any meeting of the stockholders, the
stockholders entitled to vote at such meeting, present in person or by
proxy, shall have the power to adjourn the meeting from time to time
to a date not more than 120 days after the original record date
without notice other than announcement at the meeting.  At such
adjourned meeting at which a quorum shall be present, any business may
be transacted which might have been transacted at the meeting as
originally notified.

     Section 8.            VOTING.  A plurality of all the votes cast at
a meeting of stockholders duly called and at which a quorum is present
shall be sufficient to elect a director.  Each share may be voted for
as many individuals as there are directors to be elected and for whose
election the share is entitled to be voted.  A majority of the votes
cast at a meeting of stockholders duly called and at which a quorum is
present shall be sufficient to approve any other matter which may
properly come before the meeting, unless more than a majority of the
votes cast is required by statute or by the charter of the
Corporation.  Unless otherwise provided in the charter, each
outstanding share, regardless of class, shall be entitled to one vote
on each matter submitted to a vote at a meeting of stockholders.

     Section 9.            PROXIES.  A stockholder may vote the stock
owned of record by him, either in person or by proxy executed in
writing by the stockholder or by his duly authorized attorney in
fact.  Such proxy shall be filed with the secretary of the Corporation
before or at the time of the meeting.  No proxy shall be valid after
eleven months from the date of its execution, unless otherwise
provided in the proxy.

     Section 10.           VOTING OF STOCK BY CERTAIN HOLDERS.  Stock of
the Corporation registered in the name of a corporation, partnership,
trust or other entity, if entitled to be voted, may be voted by the
president or a vice president, a general partner or trustee thereof,
as the case may be, or a proxy appointed by any of the foregoing
individuals, unless some other person who has been appointed to vote
such stock pursuant to a bylaw or a resolution of the governing body
of such corporation or other entity or agreement of the partners of a
partnership presents a certified copy of such bylaw, resolution or
agreement, in which case such person may vote such stock.  Any
director or other fiduciary may vote stock registered in his name as
such fiduciary, either in person or by proxy.

     Shares of stock of the Corporation directly or indirectly
owned by it shall not be voted at any meeting and shall not be counted
in determining the total number of outstanding shares entitled to be
voted at any given time, unless they are held by it in a fiduciary
capacity, in which case they may be voted and shall
be counted in determining the total number of outstanding shares at
any given time.

     The Board of Directors may adopt by resolution a procedure
by which a stockholder may certify in writing to the Corporation that
any shares of stock registered in the name of the stockholder are held
for the account of a specified person other than the stockholder.  The
resolution shall set forth the class of stockholders who may make the
certification, the purpose for which the certification may be made,
the form of certification and the information to be contained in it;
if the certification is with respect to a record date or closing of
the stock transfer books, the time after the record date or closing of
the stock transfer books within which the certification must be
received by the Corporation; and any other provisions with respect to
the procedure which the Board of Directors considers necessary or
desirable.  On receipt of such certification, the person specified in
the certification shall be regarded as, for the purposes set forth in
the certification, the stockholder of record of the specified stock in
place of the stockholder who makes the certification.

     Notwithstanding any other provision of the charter of the
Corporation or these Bylaws, Title 3, Subtitle 7 of the Corporations
and Associations Article of the Annotated Code of Maryland (or any
successor statute) shall not apply to any acquisition by any person of
shares of stock of the Corporation.  This section may be repealed, in
whole or in part, at any time, whether before or after an acquisition
of control shares and, upon such repeal, may, to the extent provided
by any successor bylaw, apply to any prior or subsequent control share
acquisition.

     Section 11.           INSPECTORS.  At any meeting of stockholders,
the chairman of the meeting may, or upon the request of any
stockholder shall, appoint one or more persons as inspectors for such
meeting.  Such inspectors shall ascertain and report the number of
shares represented at the meeting based upon their determination of
the validity and effect of proxies, count all votes, report the
results and perform such other acts as are proper to conduct the
election and voting with impartiality and fairness to all the
stockholders.

     Each report of an inspector shall be in writing and signed
by him or by a majority of them if there is more than one inspector
acting at such meeting.  If there is more than one inspector, the
report of a majority shall be the report of the inspectors.  The
report of the inspector or inspectors on the number of shares
represented at the meeting and the results of the voting shall be
prima facie evidence thereof.

         Section 12.  NOMINATIONS AND STOCKHOLDER BUSINESS

         (a)  Annual Meetings of Stockholders.  (1) Nominations of
persons for election to the Board of Directors and the proposal of
business to be considered by the stockholders may be made at an annual
meeting of stockholders (i) pursuant to the Corporation's notice of
meeting, (ii) by or at the direction of the Board of Directors or
(iii) by any stockholder of the Corporation who was a stockholder of
record at the time of giving of notice provided for in this
Section 12(a), who is entitled to vote at the meeting and who complied
with the notice procedures set forth in this Section 12(a).

              (2)  For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to
clause (iii) of paragraph (a)(1) of this Section 12, the stockholder
must have given timely notice thereof in writing to the secretary of
the Corporation.  To be timely, a stockholder's notice shall be
delivered to the secretary at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the
first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is
advanced by more than 30 days or delayed by more than 60 days from
such anniversary date, notice by the stockholder to be timely must be
so delivered not earlier than the 90th day prior to such annual
meeting and not later than the close of business on the later of the
60th day prior to such annual meeting or the tenth day following the
day on which public announcement of the date of such meeting is first
made.  Such stockholder's notice shall set forth (i) as to each person
whom the stockholder proposes to nominate for election or reelection
as a director all information relating to such person that is required
to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (including such person's written consent to being named in the
proxy statement as a nominee  and to serving as a director if
elected); (ii) as to any other business that 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 and any material interest in such
business of such stockholder and of the beneficial owner, if any, on
whose behalf the proposal is made; and (iii) as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made, (x) the name and address of such
stockholder, as they appear on the Corporation's books, and of such
beneficial owner and (y) the number of shares of each class of stock
of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.

              (3)  Notwithstanding anything in the second sentence
of paragraph (a)(2) of this Section 12 to the contrary, in the event
that the number of directors to be elected to the Board of Directors
is increased and there is no public announcement naming all of the
nominees for director or specifying the size of the increased Board of
Directors made by the Corporation at least 70 days prior to the first
anniversary of the preceding year's annual meeting, a stockholder's
notice required by this Section 12(a) shall also be considered timely,
but only with respect to nominees for any new positions created by
such increase, if it shall be delivered to the secretary at the
principal executive offices of the Corporation not later than the
close of business on the tenth day following the day on which such
public announcement is first made by the Corporation.

         (b)  Special Meetings of Stockholders.  Only such business
shall be conducted at a special meeting of stockholders as shall have
been brought before the meeting pursuant to the Corporation's notice
of meeting.  Nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at which
directors are to be elected (i) pursuant to the Corporation's notice
of meeting, (ii) by or at the direction of the Board of Directors or
(iii) provided that the Board of Directors has determined that
directors shall be elected at such special meeting, by any stockholder
of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this Section 12(b), who is entitled
to vote at the meeting and who complied with the notice procedures set
forth in this Section 12(b).  In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or
more directors to the Board of Directors, any such stockholder may
nominate a person or persons (as the case may be) for election to such
position as specified in the Corporation's notice of meeting, if the
stockholder's notice containing the information required by paragraph
(a)(2) of this Section 12 shall be delivered to the secretary at the
principal executive offices of the Corporation not earlier than the
90th day prior to such special meeting and not later than the close of
business on the later of the 60th day prior to such special meeting or
the tenth day following the day on which public  announcement is first
made of the date of the special meeting and of the nominees proposed
by the Board of Directors to be elected at such meeting.

         (c)  General.  (1)  Only such persons who are nominated in
accordance with the procedures set forth in this Section 12 shall be
eligible to serve as directors and only such business shall be
conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in this
Section 12.  The presiding officer of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to
be brought before the meeting was made in accordance with the
procedures set forth in this Section 12 and, if any proposed
nomination or business is not in compliance with this Section 12, to
declare that such defective nomination or proposal be disregarded.

              (2)  For purposes of this Section 12, "public
announcement" shall mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or comparable news service or
in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to Section 13, 14 or 15(d) of the
Exchange Act.

              (3)  Notwithstanding the foregoing provisions of this
Section 12, a stockholder shall also comply with all applicable
requirements of state law and of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in this
Section 12.  Nothing in this Section 12 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act.

         Section 13.  VOTING BY BALLOT.  Voting on any question or in
any election may be viva voce unless the presiding officer shall order
or any stockholder shall demand that voting be by ballot.

  ARTICLE III

   DIRECTORS

         Section 1.     GENERAL POWERS; QUALIFICATIONS.  The
business and affairs of the Corporation shall be managed under the
direction of its Board of Directors.

         Section 2.     NUMBER, TENURE AND QUALIFICATIONS.  At any
regular meeting or at any special meeting called for that purpose, a
majority of the entire Board of Directors may establish, increase or
decrease the number of directors, provided that the number thereof
shall never be less than the minimum number required by the Maryland
General Corporation Law, nor more than 15, and further provided that
the tenure of office of a director shall not be affected by any
decrease in the number of directors.

         Section 3.     INDEPENDENT DIRECTORS.  At least one-half of
the Board of Directors and a majority of the members of every
committee of the Board of Directors shall be Independent Directors.
An Independent Director shall mean a Director who is not an employee
or consultant of the Corporation.

         Section 4.     ANNUAL AND REGULAR MEETINGS.  An annual
meeting of the Board of Directors shall be held immediately after and
at the same place as the annual meeting of stockholders, no notice
other than this Bylaw being necessary.  The Board of Directors may
provide, by resolution, the time and place, either within or without
the State of Maryland, for the holding of regular meetings of the
Board of Directors without other notice than such resolution.

         Section 5.     SPECIAL MEETINGS.  Special meetings of the
Board of Directors may be called by or at the request of (i) the
chairman of the board (or any co-chairman of the board if more than
one), (ii) the president, (iii) a majority of the directors then in
office, or (iv) by any director elected by the holders of the Series A
Convertible Preferred Stock.  The person or persons authorized to call
special meetings of the Board of Directors may fix any place, either
within or without the State of Maryland, as the place for holding any
special meeting of the Board of Directors called by them.

         Section 6.     NOTICE.  Notice of any special meeting of
the Board of Directors shall be delivered personally or by telephone,
facsimile transmission, United States mail or courier to each director
at his business or residence address.  Notice by personal delivery, by
telephone or a facsimile transmission shall be given at least two days
prior to the meeting.  Notice by mail shall be given at least five
days prior to the meeting and shall be deemed to be given when
deposited in the United States mail properly addressed, with postage
thereon prepaid.  Telephone notice shall be deemed to be given when
the director is personally given such notice in a telephone call to
which he is a party.  Facsimile transmission notice shall be deemed to
be given upon completion of the transmission of the message to the
number given to the Corporation by the director and receipt of a
completed answer-back indicating receipt. Neither the business to be
transacted at, nor the purpose of, any annual, regular or special
meeting of the Board of Directors need be stated in the notice, unless
specifically required by statute or these Bylaws.

         Section 7.     QUORUM.  A majority of the directors shall
constitute a quorum for transaction of business at any meeting of the
Board of Directors, provided that, if less than a majority of such
directors are present at said meeting, a majority of the directors
present may adjourn the meeting from time to time without further
notice, and provided further that if, pursuant to the charter of the
Corporation or these Bylaws, the vote of a majority of a particular
group of directors is required for action, a quorum must also include
a majority of such group.

         The Board of Directors present at a meeting which has been
duly called and convened may continue to transact business until
adjournment, notwithstanding the withdrawal of enough directors to
leave less than a quorum.

         Section 8.     VOTING.  The action of the majority of the
directors present at a meeting at which a quorum is present shall be
the action of the Board of Directors, unless the concurrence of a
greater proportion is required for such action by applicable statute.

         Section 9.     TELEPHONE MEETINGS.  Directors may
participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting
can hear each other at the same time.  Participation in a meeting by
these means shall constitute presence in person at the meeting.

         Section 10.    INFORMAL ACTION BY DIRECTORS.  Any action
required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting, if a consent in writing to
such action is signed by each director and such written consent is
filed with the minutes of proceedings of the Board of Directors.

         Section 11.    APPROVAL BY INDEPENDENT DIRECTORS.  For all
purposes, a transaction which is subject to approval by a majority of
the Independent Directors shall be approved if such transaction is
approved by a majority of the Directors present and entitled to vote
at a meeting at which a quorum is present, provided that the
Independent Directors voting to approve the transaction constitute an
absolute majority of all Independent Directors serving at such time.

         Section 12.    VACANCIES.  If for any reason any or all the
directors cease to be directors, such event shall not terminate the
Corporation or affect these Bylaws or the powers of the remaining
directors hereunder (even if fewer than three directors remain).  Any
vacancy on the Board of Directors for any cause other than an increase
in the number of directors shall be filled by a majority of the
remaining directors, although such majority is less than a quorum
which, in the case of any vacancy arising because an Independent
Director ceases to be a Director, shall be a majority of the remaining
Independent Directors (although less than a quorum).  Any vacancy in
the number of directors created by an increase in the number of
directors may be filled by a majority vote of the entire Board of
Directors; provided, however, that the number of such vacancies that
are required to be held by an Independent Director pursuant to Section
3 of Article III shall be filled by selection of an Independent
Director by a majority vote of the remaining Independent Directors
(although less than a quorum).  Any individual so elected as director
shall hold office for the unexpired term of the director he is
replacing.

         Section 13.    COMPENSATION.  Directors shall not receive
any stated salary for their services as directors but, by resolution
of the Board of Directors, may receive fixed sums per year and/or per
meeting and/or per visit to real property owned or to be acquired by
the Corporation and for any service or activity they performed or
engaged in as directors.  Directors may be reimbursed for expenses of
attendance, if any, at each annual, regular or special meeting of the
Board of Directors or of any committee thereof and for their expenses,
if any, in connection with each property visit and any other service
or activity they performed or engaged in as directors; but nothing
herein contained shall be construed to preclude any directors from
serving the Corporation in any other capacity and receiving
compensation therefor.

         Section 14.    RESIGNATIONS.  Any Director may resign at
any time by giving written notice of such resignation to the Board of
Directors or the Secretary of the Corporation.  Any such resignation
shall take effect at the time specified therein or, if no time is
specified, upon receipt thereof by the Board of Directors or
Secretary, and, unless specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         Section 15.    LOSS OF DEPOSITS.  No director shall be
liable for any loss which may occur by reason of the failure of the
bank, trust company, savings and loan association, or other
institution with whom moneys or stock have been deposited.

         Section 16.    SURETY BONDS.  Unless required by law, no
director shall be obligated to give any bond or surety or other
security for the performance of any of his duties.

         Section 17.    RELIANCE.  Each director, officer, employee
and agent of the Corporation shall, in the performance of his duties
with respect to the Corporation, be fully justified and protected with
regard to any act or failure to act in reliance in good faith upon the
books of account or other records of the Corporation, upon an opinion
of counsel or upon reports made to the Corporation by any of its
officers or employees or by the adviser, accountants, appraisers or
other experts or consultants selected by the Board of Directors or
officers of the Corporation, regardless of whether such counsel or
expert may also be a director.

         Section 18.    CERTAIN RIGHTS OF DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS.  The directors shall have no responsibility to
devote their full time to the affairs of the Corporation.  Any
director or officer, employee or agent of the Corporation, in his
personal capacity or in a capacity as an affiliate, employee, or agent
of any other person, or otherwise, may have business interests and
engage in business activities similar to or in addition to or in
competition with those of or relating to the Corporation.  It is
expressly acknowledged that AEW Partners, L.P. engages in a business
competitive with the Company, and that any directors affiliated with
AEW Partners, L.P. shall have no obligation to present to the
Corporation opportunities that may be pursued by AEW Partners, L.P.
unless such opportunities were presented to the directors in their
capacities as directors of the Corporation.

 ARTICLE IV

 COMMITTEES

         Section 1.     NUMBER, TENURE AND QUALIFICATIONS.  The
Board of Directors may appoint from among its members an Executive
Committee, an Audit Committee, a Compensation Committee  and other
committees, composed of two or more directors, to serve at the
pleasure of the Board of Directors.  At least a majority of the
Directors serving on each such committee shall be Independent
Directors.  If the Board of Directors (i) creates a new committee
after September 13, 1995, or (ii) increases the authority of any
existing committee after such date, any such committee must include at
least one director elected by the holders of the Series A Convertible
Preferred Stock.

         Section 2.     POWERS.  The Board of Directors may delegate
to committees appointed under Section 1 of this Article any of the
powers of the Board of Directors, except as prohibited by law.

         Section 3.     MEETINGS.  Notice of committee meetings
shall be given in the same manner as notice for special meetings of
the Board of Directors.  A majority of the members of the committee
shall constitute a quorum for the transaction of business at any
meeting of the committee.  The act of a majority of the committee
members present at a meeting shall be the act of such committee.  The
Board of Directors may designate a chairman of any committee, and such
chairman or any two members of any committee may fix the time and
place of its meeting unless the Board shall otherwise provide.  In the
absence of any member of any such committee, the members thereof
present at any meeting, whether or not they constitute a quorum, may
appoint another director to act in the place of such absent member.
Each committee shall keep minutes of its proceedings.

         Section 4.     TELEPHONE MEETINGS.  Members of a committee
of the Board of Directors may participate in a meeting by means of a
conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same
time.  Participation in a meeting by these means shall constitute
presence in person at the meeting.

         Section 5.     INFORMAL ACTION BY COMMITTEES.  Any action
required or permitted to be taken at any meeting of a committee of the
Board of Directors may be taken without a meeting, if a consent in
writing to such action is signed by each member of the committee and
such written consent is filed with the minutes of proceedings of such
committee.

         Section 6.     VACANCIES.  Subject to the provisions
hereof, the Board of Directors shall have the power at any time to
change the membership of any committee, to fill all vacancies, to
designate alternate members to replace any absent or disqualified
member or to dissolve any such committee.

   ARTICLE V

  OFFICERS

         Section 1.     GENERAL PROVISIONS.  The officers of the
Corporation shall include a chief executive officer, a president, a
secretary and a treasurer and may include a chairman of the board (or
one or more co-chairmen of the board), a vice chairman of the board,
one or more vice presidents, a chief operating officer, a chief
financial officer, a treasurer, one or more assistant secretaries and
one or more assistant treasurers.  In addition, the Board of Directors
may from time to time appoint such other officers with such powers and
duties as they shall deem necessary or desirable.  The officers of the
Corporation shall be elected annually by the Board of Directors at the
first meeting of the Board of Directors held after each annual meeting
of  stockholders, except that the chief executive officer may appoint
one or more vice presidents, assistant secretaries and assistant
treasurers.  If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as may be
convenient.  Each officer shall hold office until his successor is
elected and qualifies or until his death, resignation or removal in
the manner hereinafter provided.  Any two or more offices except
president and vice president may be held by the same person.  In its
discretion, the Board of Directors may leave unfilled any office
except that of president, treasurer and secretary.  Election of an
officer or agent shall not of itself create contract rights between
the Corporation and such officer or agent.

         Section 2.     REMOVAL AND RESIGNATION.  Any officer or
agent of the Corporation may be removed by the Board of Directors if
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.  Any officer of the
Corporation may resign at any time by giving written notice of his
resignation to the Board of Directors, the chairman of the board (or
any co-chairman of the board if more than one), the president or the
secretary.  Any resignation shall take effect at any time subsequent
to the time specified therein or, if the time when it shall become
effective is not specified therein, immediately upon its receipt.  The
acceptance of a resignation shall not be necessary to make it
effective unless otherwise stated in the resignation.  Such
resignation shall be without prejudice to the contract rights, if any,
of the Corporation.

         Section 3.     VACANCIES.  A vacancy in any office may be
filled by the Board of Directors for the balance of the term.

         Section 4.     CHIEF EXECUTIVE OFFICER.  The Board of
Directors may designate a chief executive officer.  In the absence of
such designation, the chairman of the board (or, if more than one, the
co-chairmen of the board in the order designated at the time of their
election or, in the absence of any designation, then in the order of
their election) shall be the chief executive officer of the
Corporation.  The chief executive officer shall have general
responsibility for implementation of the policies of the Corporation,
as determined by the Board of Directors, and for the management of the
business and affairs of the Corporation.  In the absence of a
designation of a chief operating officer by the Board of Directors,
the president shall be the chief operating officer.

         Section 5.     CHIEF OPERATING OFFICER.  The Board of
Directors may designate a chief operating officer.  The chief
operating officer shall have the responsibilities and duties as set
forth by the Board of Directors or the chief executive officer.

         Section 6.     CHIEF FINANCIAL OFFICER.  The Board of
Directors may designate a chief financial officer.  The chief
financial officer shall have the responsibilities and duties as set
forth by the Board of Directors or the chief executive officer.

         Section 7.     CHAIRMAN OF THE BOARD.  The Board of
Directors shall designate a chairman of the board (or one or more
co-chairmen of the board).  The chairman of the board shall preside
over the meetings of the Board of Directors and of the stockholders at
which he shall be present.  If there be more than one, the co-chairmen
designated by the Board of Directors will perform such duties.  The
chairman of the board shall perform such other duties as may be
assigned to him or them by the Board of Directors.

         Section 8.     PRESIDENT.  The president or chief executive
officer, as the case may be, shall in general supervise and
control all of the business and affairs of the Corporation.  In the
absence of a designation of a chief operating officer by the Board of
Directors, the president shall be the chief operating officer.  He may
execute any deed, mortgage, bond, contract or other instrument, except
in cases where the execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or
agent of the Corporation or shall be required by law to be otherwise
executed; and in general shall perform all duties incident to the
office of president and such other duties as may be prescribed by the
Board of Directors from time to time.

         Section 9.     VICE PRESIDENTS.  In the absence of the
president or in the event of a vacancy in such office, the vice
president (or in the event there be more than one vice president, the
vice presidents in the order designated at the time of their election
or, in the absence of any designation, then in the order of their
election) shall perform the duties of the president and when so acting
shall have all the powers of and be subject to all the restrictions
upon the president; and shall perform such other duties as from time
to time may be assigned to him by the president or by the Board of
Directors.  The Board of Directors may designate one or more vice
presidents as executive vice president or as vice president for
particular areas of responsibility.

         Section 10.    SECRETARY.  The secretary shall (a) keep the
minutes of the proceedings of the stockholders, the Board of Directors
and committees of the Board of Directors in one or more books provided
for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of the
Corporation; (d) keep a register of the post office address of each
stockholder which shall be furnished to the secretary by such
stockholder; (e) have general charge of the share transfer books of
the Corporation; and (f) in general perform such other duties as from
time to time may be assigned to him by the chief executive officer,
the president or by the Board of Directors.

         Section 11.    TREASURER.  The treasurer shall have the
custody of the funds and securities of the Corporation and shall keep
full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other
valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.  In
the absence of a designation of a chief financial officer by the Board
of Directors, the treasurer shall be the chief financial officer of
the Corporation.

                        The treasurer shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the
president and Board of Directors, at the regular meetings of the Board
of Directors or whenever it may so require, an account of all his
transactions as treasurer and of the financial condition of the
Corporation.

                        If required by the Board of Directors, the
treasurer shall give the Corporation a bond in such sum and with such
surety or sureties as shall be satisfactory to the Board of Directors
for the faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers,
moneys and other property of whatever kind in his possession or under
his control belonging to the Corporation.

         Section 12.    ASSISTANT SECRETARIES AND ASSISTANT
TREASURERS.  The assistant secretaries and assistant treasurers, in
general, shall perform such duties as shall be assigned to them by the
secretary or treasurer, respectively, or by the president or the Board
of Directors.  The assistant treasurers shall, if required by the
Board of Directors, give bonds for the faithful performance of their
duties in such sums and with such surety or sureties as shall be
satisfactory to the Board of Directors.

         Section 13.    SALARIES.  The salaries and other
compensation of the officers shall be fixed from time to time by the
Board of Directors and no officer shall be prevented from receiving
such salary or other compensation by reason of the fact that he is
also a director.

         Section 14.    BONDS.  The Board of Directors may require
that the fidelity of any or all of its officers, employees or agents
be secured by bond or otherwise.

 ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

         Section 1.     CONTRACTS.  The Board of Directors may
authorize any officer or agent to enter into any contract or to
execute and deliver any instrument in the name of and on behalf of the
Corporation and such authority may be general or confined to specific
instances.  Any agreement, deed, mortgage, lease or other document
executed by one or more of the directors or by an  authorized person
shall be valid and binding upon the Board of Directors and upon the
Corporation when authorized or ratified by action of the Board of
Directors.

         Section 2.     CHECKS AND DRAFTS.  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 agent of the Corporation in such manner as shall from
time to time be determined by the Board of Directors.

         Section 3.     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 of Directors may designate.

  ARTICLE VII

     STOCK

         Section 1.     CERTIFICATES.  Each stockholder shall be
entitled to a certificate or certificates which shall represent and
certify the number of shares of each class of stock held by him in the
Corporation.  Each certificate shall be signed by the chief executive
officer, the president or a vice president and countersigned by the
secretary or an assistant secretary or the treasurer or an assistant
treasurer and may be sealed with the seal, if any, of the Corporation.
The signatures may be either manual or facsimile.  Certificates shall
be consecutively numbered; and if the Corporation shall, from time to
time, issue several classes of stock, each class may have its own
number series.  A certificate is valid and may be issued whether or
not an officer who signed it is still an officer when it is issued.
Each certificate representing shares which are restricted as to their
transferability or voting powers, which are preferred or limited as to
their dividends or as to their allocable portion of the assets upon
liquidation or which are redeemable at the option of the Corporation,
shall have a statement of such restriction, limitation, preference or
redemption provision, or a summary thereof, plainly stated on the
certificate.  If the Corporation has authority to issue stock of more
than one class, the certificate shall contain on the face or back a
full statement or summary of the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations
as to dividends and other distributions, qualifications and terms and
conditions of redemption of each class of stock and, if the
Corporation is authorized to issue any preferred or special class in
series, the differences in the relative rights and preferences between
the shares of each series to the extent they have been set and the
authority of the Board of Directors to set the relative rights and
preferences of subsequent series.  In lieu of such statement or
summary, the certificate may state that the Corporation will furnish a
full statement of such information to any stockholder upon request and
without charge.  If any class of stock is restricted by the
Corporation as to transferability, the certificate shall contain a
full statement of the restriction or state that the Corporation will
furnish information about the restrictions to the stockholder on
request and without charge.

         Section 2.     TRANSFERS.  Upon surrender to the
Corporation or the transfer agent of the Corporation of a stock
certificate duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, the Corporation shall
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

         The Corporation shall be entitled to treat the holder of
record of any share of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or on the part of any other person,
whether or not it shall have express or other notice thereof, except
as otherwise provided by the laws of the State of Maryland.

         Notwithstanding the foregoing, transfers of shares of any
class of stock will be subject in all respects to the charter of the
Corporation and all of the terms and conditions contained therein.

         Section 3.     REPLACEMENT CERTIFICATE.  Any officer
designated by the Board of Directors may direct a new certificate to
be issued in place of any certificate previously issued by the
Corporation alleged to have been lost, stolen or destroyed upon the
making of an affidavit of that fact by the person claiming the
certificate to be lost, stolen or destroyed.  When authorizing the
issuance of a new certificate, an officer designated by the Board of
Directors may, in his discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or the owner's legal representative to advertise the same
in such manner as he shall require and/or to give bond, with
sufficient surety, to the Corporation to indemnify it against any loss
or claim which may arise as a result of the issuance of a new
certificate.

         Section 4.     CLOSING OF TRANSFER BOOKS OR FIXING OF
RECORD DATE.  The Board of Directors may set, in advance, a record
date for the purpose of determining stockholders entitled to notice of
or to vote at any meeting of stockholders or determining stockholders
entitled to receive payment of any dividend or the allotment of any
other rights, or in order to make a determination of stockholders for
any other proper purpose.  Such date, in any case, shall not be prior
to the close of business on the day the record date is fixed and shall
be not more than 90 days and, in the case of a meeting of
stockholders, not less than ten days, before the date on which the
meeting or particular action requiring such determination of
stockholders of record is to be held or taken.

         In lieu of fixing a record date, the Board of Directors may
provide that the stock transfer books shall be closed for a stated
period but not longer than 20 days.  If the stock transfer books are
closed for the purpose of determining stockholders entitled to notice
of or to vote at a meeting of stockholders, such books shall be closed
for at least ten days before the date of such meeting.

         If no record date is fixed and the stock transfer books are
not closed for the determination of stockholders, (a) the record date
for the determination of stockholders entitled to notice of or to vote
at a meeting of  stockholders shall be at the close of business on the
day on which the notice of meeting is mailed or the 30th day before
the meeting, whichever is the closer date to the meeting; and (b) the
record date for the determination of stockholders entitled to receive
payment of a dividend or an allotment of any other rights shall be the
close of business on the day on which the resolution of the directors,
declaring the dividend or allotment of rights, is adopted.

         When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section,
such determination shall apply to any adjournment thereof, except when
(i) the determination has been made through the closing of the
transfer books and the stated period of closing has expired or (ii)
the meeting is adjourned to a date more than 120 days after the record
date fixed for the original meeting, in either of which case a new
record date shall be determined as set forth herein.

         Section 5.     STOCK LEDGER.  The Corporation shall
maintain at its principal office or at the office of its counsel,
accountants or transfer agent, an original or duplicate share ledger
containing the name and address of each stockholder and the number of
shares of each class held by such stockholder.

         Section 6.     FRACTIONAL STOCK; ISSUANCE OF UNITS.  The
Board of Directors may issue fractional stock or provide for the
issuance of scrip, all on such terms and under such conditions as they
may determine.  Notwithstanding any other provision of the charter or
these Bylaws, the Board of Directors may issue units consisting of
different securities of the Corporation.  Any security issued in a
unit shall have the same characteristics as any identical securities
issued by the Corporation, except that the Board of Directors may
provide that for a specified period securities of the Corporation
issued in such unit may be transferred on the books of the Corporation
only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

         The Board of Directors shall have the power, from time to
time, to fix the fiscal year of the Corporation by a duly adopted
resolution.

  ARTICLE IX

  DISTRIBUTIONS

          Section 1.     AUTHORIZATION.  Dividends and other distributions upon
the stock of the Corporation may be authorized and declared by the Board of
Directors, subject  to the provisions of law and the charter of the
Corporation.  Dividends and other distributions  may be paid in cash,
property or stock of the Corporation, subject to the provisions of law and
the charter.

          Section 2.     CONTINGENCIES.  Before payment of any dividends or
other distributions, there may be set aside out of any assets of the
Corporation available for dividends or other distributions such sum or sums
as the Board of Directors may from time to time, in its absolute
discretion, think proper as a reserve fund for contingencies, for
equalizing dividends or other distributions, for repairing or maintaining
any property of the Corporation or for such other purpose as the Board of
Directors shall determine to be in the best interest of the Corporation,
and the Board of Directors may modify or abolish any such reserve in the
manner in which it was created.

                              ARTICLE X

INVESTMENT POLICY

          Subject to the provisions of the charter of the Corporation, the
Board of Directors may from time to time adopt, amend, revise or terminate
any policy or policies with respect to investments by the Corporation as it
shall deem appropriate in its sole discretion.

  ARTICLE XI

     SEAL

      Section 1.            SEAL.  The Board of Directors may authorize the
adoption of a seal by the Corporation.  The seal shall contain the name of
the Corporation and the year of its incorporation and the words
"Incorporated Maryland."  The Board of Directors may authorize one or more
duplicate seals and provide for the custody thereof.

      Section 2.            AFFIXING SEAL.  Whenever the Corporation is
permitted or required to affix its seal to a document, it shall be
sufficient to meet the requirements of any law, rule or regulation relating
to a seal to place the word "(SEAL)" adjacent to the signature of the
person authorized to execute the document on behalf of the Corporation.

   ARTICLE XII

INDEMNIFICATION AND ADVANCES FOR EXPENSES

      To the maximum extent permitted by Maryland law in effect from
time to time, the Corporation, without requiring a preliminary
determination of the ultimate entitlement to indemnification, shall
indemnify and shall pay or reimburse reasonable expenses in advance of
final disposition of a proceeding to (a) any individual who is a present or
former director or officer of the Corporation and who is made a party to
the proceeding by reason of his service in that capacity or (b) any
individual who, while a director of the Corporation and at the request of
the Corporation, serves or has served another corporation, partnership,
joint venture, trust, employee benefit plan or any other enterprise as a
director, officer, partner or trustee of such corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise and who is
made a party to the proceeding by reason of his service in that capacity.
The Corporation may, with the approval of its Board of Directors, provide
such indemnification and advance for expenses to a person who served a
predecessor of the Corporation in any of the capacities described in (a) or
(b) above and to any employee or agent of the Corporation or a predecessor
of the Corporation.

      Neither the amendment nor repeal of this Article, nor the
adoption or amendment of any other provision of the Bylaws or charter of
the Corporation inconsistent with this Article, shall apply to or affect in
any respect the applicability of the preceding paragraph with respect to
any act or failure to act which occurred prior to such amendment, repeal or
adoption.

 ARTICLE XIII

WAIVER OF NOTICE

      Whenever any notice is required to be given pursuant to the
charter of the Corporation or these Bylaws or pursuant to applicable 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 meeting need be set forth in the
waiver of notice, unless specifically required by statute.  The attendance
of any person at any meeting shall constitute a waiver of notice of such
meeting, except where such person attends a meeting for the express purpose
of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

   ARTICLE XIV

AMENDMENT OF BYLAWS

      The Board of Directors shall have the exclusive power to adopt,
alter or repeal any provision of these Bylaws and to make new Bylaws;
provided, however, that the following provisions may not be amended without
the affirmative vote of a majority of the outstanding shares of Series A
Convertible Preferred Stock; (i) the last paragraph of Article II, Section
10, (ii) the last sentence of Article III, Section 3, (iii) subsection
number four of the first sentence of Article III, Section 5, (iv) the last
sentence of Article III, Section 18, and (v) the last sentence of Article
IV, Section 1.



BEDFORD PROPERTY INVESTORS, INC.

AMENDED AND RESTATED BYLAWS

   ARTICLE I

    OFFICES

     Section 1.            PRINCIPAL OFFICE.  The principal office of the
Corporation shall be located at such place or places as the Board of
Directors may designate.

     Section 2.            ADDITIONAL OFFICES.  The Corporation may have
additional offices at such places as the Board of Directors may from time
to time determine or the business of the Corporation may require.

 ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1.            PLACE.  All meetings of stockholders shall be
held at the principal office of the Corporation or at such other place
within the United States as shall be stated in the notice of the meeting.

     Section 2.            ANNUAL MEETING.  An annual meeting of the
stockholders for the election of directors and the transaction of any
business within the powers of the Corporation shall be held on a date and
at the time set by the Board of Directors during the month of May in each
year, except that in 1995, the Annual Meeting shall be held in the month
of September.

     Section 3.            SPECIAL MEETINGS.  The president, chief executive
officer or Board of Directors may call special meetings of the
stockholders.  Special meetings of stockholders shall also be called by
the secretary of the Corporation upon the written request of the holders
of shares entitled to cast not less than 25% of all the votes entitled
to be cast at such meeting.  Such request shall state the purpose of such
meeting and the matters proposed to be acted on at such meeting.  The
secretary shall inform such stockholders of the reasonably estimated cost
of preparing and mailing notice of the meeting and, upon payment to the
Corporation by such stockholders of such costs, the secretary shall give
notice to each stockholder entitled to notice of the meeting.  Unless
requested by the stockholders entitled to cast a majority of all the
votes entitled to be cast at such meeting, a special meeting need not be
called to consider any matter which is substantially the same as a matter
voted on at any special meeting of the stockholders held during the
preceding twelve months.

     Section 4.            NOTICE.  Not less than ten nor more than 90 days
before each meeting of stockholders, the secretary shall give to each
stockholder entitled to vote at such meeting and to each stockholder not
entitled to vote who is entitled to notice of the meeting written or
printed notice stating the time and place of the meeting and, in the case
of a special meeting or as otherwise may be required by any statute, the
purpose for which the meeting is called, either by mail or by presenting
it to such stockholder personally or by leaving it at his residence or
usual place of business.  If mailed, such notice shall be deemed to be
given when deposited in the United States mail addressed to the
stockholder at his post office address as it appears on the records of
the Corporation, with postage thereon prepaid.

     Section 5.            SCOPE OF NOTICE.  Any business of the Corporation
may be transacted at an annual meeting of stockholders without being
specifically designated in the notice, except such business as is
required by any statute to be stated in such notice.  No business shall
be transacted at a special meeting of stockholders except as specifically
designated in the notice.

     Section 6.            ORGANIZATION.  At every meeting of stockholders,
the Chairman of the Board, if there be one, shall conduct the meeting or,
in the case of vacancy in office or absence of the Chairman of the Board,
one of the following officers present shall conduct the meeting in the
order stated:  the Vice Chairman of the Board, if there be one, the
President, the Vice Presidents in their order of rank and seniority, or
a Chairman chosen by the stockholders entitled to cast a majority of the
votes which all stockholders present in person or by proxy are entitled
to cast, shall act as Chairman, and the Secretary, or, in his absence,
an assistant secretary, or in the absence of both the Secretary and
assistant secretaries, a person appointed by the Chairman shall act as
Secretary.

     Section 7.            QUORUM.  At any meeting of stockholders, the
presence in person or by proxy of stockholders entitled to cast a
majority of all the votes entitled to be cast at such meeting shall
constitute a quorum; but this section shall not affect any requirement
under any statute or the charter of the Corporation for the vote
necessary for the adoption of any measure.  If, however, such quorum
shall not be present at any meeting of the stockholders, the stockholders
entitled to vote at such meeting, present in person or by proxy, shall
have the power to adjourn the meeting from time to time to a date not
more than 120 days after the original record date without notice other
than announcement at the meeting.  At such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally notified.

     Section 8.            VOTING.  A plurality of all the votes cast at a
meeting of stockholders duly called and at which a quorum is present
shall be sufficient to elect a director.  Each share may be voted for as
many individuals as there are directors to be elected and for whose
election the share is entitled to be voted.  A majority of the votes cast
at a meeting of stockholders duly called and at which a quorum is present
shall be sufficient to approve any other matter which may properly come
before the meeting, unless more than a majority of the votes cast is
required by statute or by the charter of the Corporation.  Unless
otherwise provided in the charter, each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote
at a meeting of stockholders.

     Section 9.            PROXIES.  A stockholder may vote the stock owned
of record by him, either in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney in  fact.  Such proxy
shall be filed with the secretary of the Corporation before or at the
time of the meeting.  No proxy shall be valid after eleven months from
the date of its execution, unless otherwise provided in the proxy.

     Section 10.           VOTING OF STOCK BY CERTAIN HOLDERS.  Stock of the
Corporation registered in the name of a corporation, partnership, trust
or other entity, if entitled to be voted, may be voted by the president
or a vice president, a general partner or trustee thereof, as the case
may be, or a proxy appointed by any of the foregoing individuals, unless
some other person who has been appointed to vote such stock pursuant to
a bylaw or a resolution of the governing body of such corporation or
other entity or agreement of the partners of a partnership presents a
certified copy of such bylaw, resolution or agreement, in which case such
person may vote such stock.  Any director or other fiduciary may vote
stock registered in his name as such fiduciary, either in person or by
proxy.

     Shares of stock of the Corporation directly or indirectly owned
by it shall not be voted at any meeting and shall not be counted in
determining the total number of outstanding shares entitled to be voted
at any given time, unless they are held by it in a fiduciary capacity,
in which case they may be voted and shall
be counted in determining the total number of outstanding shares at any
given time.

     The Board of Directors may adopt by resolution a procedure by
which a stockholder may certify in writing to the Corporation that any
shares of stock registered in the name of the stockholder are held for
the account of a specified person other than the stockholder.  The
resolution shall set forth the class of stockholders who may make the
certification, the purpose for which the certification may be made, the
form of certification and the information to be contained in it; if the
certification is with respect to a record date or closing of the stock
transfer books, the time after the record date or closing of the stock
transfer books within which the certification must be received by the
Corporation; and any other provisions with respect to the procedure which
the Board of Directors considers necessary or desirable.  On receipt of
such certification, the person specified in the certification shall be
regarded as, for the purposes set forth in the certification, the
stockholder of record of the specified stock in place of the stockholder
who makes the certification.

     Notwithstanding any other provision of the charter of the
Corporation or these Bylaws, Title 3, Subtitle 7 of the Corporations and
Associations Article of the Annotated Code of Maryland (or any successor
statute) shall not apply to any acquisition by any person of shares of
stock of the Corporation.  This section may be repealed, in whole or in
part, at any time, whether before or after an acquisition of control
shares and, upon such repeal, may, to the extent provided by any
successor bylaw, apply to any prior or subsequent control share
acquisition.

     Section 11.           INSPECTORS.  At any meeting of stockholders, the
chairman of the meeting may, or upon the request of any  stockholder
shall, appoint one or more persons as inspectors for such meeting.  Such
inspectors shall ascertain and report the number of shares represented
at the meeting based upon their determination of the validity and effect
of proxies, count all votes, report the results and perform such other
acts as are proper to conduct the election and voting with impartiality
and fairness to all the stockholders.

     Each report of an inspector shall be in writing and signed by
him or by a majority of them if there is more than one inspector acting
at such meeting.  If there is more than one inspector, the report of a
majority shall be the report of the inspectors.  The report of the
inspector or inspectors on the number of shares represented at the
meeting and the results of the voting shall be prima facie evidence
thereof.

         Section 12.  NOMINATIONS AND STOCKHOLDER BUSINESS

         (a)  Annual Meetings of Stockholders.  (1) Nominations of
persons for election to the Board of Directors and the proposal of
business to be considered by the stockholders may be made at an annual
meeting of stockholders (i) pursuant to the Corporation's notice of
meeting, (ii) by or at the direction of the Board of Directors or
(iii) by any stockholder of the Corporation who was a stockholder of
record at the time of giving of notice provided for in this
Section 12(a), who is entitled to vote at the meeting and who complied
with the notice procedures set forth in this Section 12(a).

              (2)  For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to
clause (iii) of paragraph (a)(1) of this Section 12, the stockholder must
have given timely notice thereof in writing to the secretary of the
Corporation.  To be timely, a stockholder's notice shall be delivered to
the secretary at the principal executive offices of the Corporation not
less than 60 days nor more than 90 days prior to the first anniversary
of the preceding year's annual meeting; provided, however, that in the
event that the date of the annual meeting is advanced by more than 30
days or delayed by more than 60 days from such anniversary date, notice
by the stockholder to be timely must be so delivered not earlier than the
90th day prior to such annual meeting and not later than the close of
business on the later of the 60th day prior to such annual meeting or the
tenth day following the day on which public announcement of the date of
such meeting is first made.  Such stockholder's notice shall set forth
(i) as to each person whom the stockholder proposes to nominate for
election or reelection as a director all information relating to such
person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant
to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (including such person's written consent to being
named in the proxy statement as a nominee  and to serving as a director
if elected); (ii) as to any other business that 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 and any material interest in such business of
such stockholder and of the beneficial owner, if any, on whose behalf the
proposal is made; and (iii) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal
is made, (x) the name and address of such stockholder, as they appear on
the Corporation's books, and of such beneficial owner and (y) the number
of shares of each class of stock of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial owner.

              (3)  Notwithstanding anything in the second sentence of
paragraph (a)(2) of this Section 12 to the contrary, in the event that
the number of directors to be elected to the Board of Directors is
increased and there is no public announcement naming all of the nominees
for director or specifying the size of the increased Board of Directors
made by the Corporation at least 70 days prior to the first anniversary
of the preceding year's annual meeting, a stockholder's notice required
by this Section 12(a) shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if
it shall be delivered to the secretary at the principal executive offices
of the Corporation not later than the close of business on the tenth day
following the day on which such public announcement is first made by the
Corporation.

         (b)  Special Meetings of Stockholders.  Only such business
shall be conducted at a special meeting of stockholders as shall have
been brought before the meeting pursuant to the Corporation's notice of
meeting.  Nominations of persons for election to the Board of Directors
may be made at a special meeting of stockholders at which directors are
to be elected (i) pursuant to the Corporation's notice of meeting,
(ii) by or at the direction of the Board of Directors or (iii) provided
that the Board of Directors has determined that directors shall be
elected at such special meeting, by any stockholder of the Corporation
who is a stockholder of record at the time of giving of notice provided
for in this Section 12(b), who is entitled to vote at the meeting and who
complied with the notice procedures set forth in this Section 12(b).  In
the event the Corporation calls a special meeting of stockholders for the
purpose of electing one or more directors to the Board of Directors, any
such stockholder may nominate a person or persons (as the case may be)
for election to such position as specified in the Corporation's notice
of meeting, if the stockholder's notice containing the information
required by paragraph (a)(2) of this Section 12 shall be delivered to the
secretary at the principal executive offices of the Corporation not
earlier than the 90th day prior to such special meeting and not later
than the close of business on the later of the 60th day prior to such
special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such
meeting.

         (c)  General.  (1)  Only such persons who are nominated in
accordance with the procedures set forth in this Section 12 shall be
eligible to serve as directors and only such business shall be conducted
at a meeting of stockholders as shall have been brought before the
meeting in accordance with the procedures set forth in this Section 12.
The presiding officer of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought
before the meeting was made in accordance with the procedures set forth
in this Section 12 and, if any proposed nomination or business is not in
compliance with this Section 12, to declare that such defective
nomination or proposal be disregarded.

              (2)  For purposes of this Section 12, "public
announcement" shall mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or comparable news service or
in a document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
Act.

              (3)  Notwithstanding the foregoing provisions of this
Section 12, a stockholder shall also comply with all applicable
requirements of state law and of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in this
Section 12.  Nothing in this Section 12 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
Act.

         Section 13.  VOTING BY BALLOT.  Voting on any question or in
any election may be viva voce unless the presiding officer shall order
or any stockholder shall demand that voting be by ballot.

  ARTICLE III

   DIRECTORS

         Section 1.     GENERAL POWERS; QUALIFICATIONS.  The business
and affairs of the Corporation shall be managed under the direction of
its Board of Directors.

         Section 2.     NUMBER, TENURE AND QUALIFICATIONS.  At any
regular meeting or at any special meeting called for that purpose, a
majority of the entire Board of Directors may establish, increase or
decrease the number of directors, provided that the number thereof shall
never be less than the minimum number required by the Maryland General
Corporation Law, nor more than 15, and further provided that the tenure
of office of a director shall not be affected by any decrease in the
number of directors.

         Section 3.     INDEPENDENT DIRECTORS.  At least one-half of
the Board of Directors and a majority of the members of every committee
of the Board of Directors shall be Independent Directors.  An Independent
Director shall mean a Director who is not an employee or consultant of
the Corporation.

         Section 4.     ANNUAL AND REGULAR MEETINGS.  An annual
meeting of the Board of Directors shall be held immediately after and at
the same place as the annual meeting of stockholders, no notice other
than this Bylaw being necessary.  The Board of Directors may provide, by
resolution, the time and place, either within or without the State of
Maryland, for the holding of regular meetings of the Board of Directors
without other notice than such resolution.

         Section 5.     SPECIAL MEETINGS.  Special meetings of the
Board of Directors may be called by or at the request of (i) the chairman
of the board (or any co-chairman of the board if more than one), (ii) the
president, (iii) a majority of the directors then in office, or (iv) by
any director elected by the holders of the Series A Convertible Preferred
Stock.  The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the State
of Maryland, as the place for holding any special meeting of the Board
of Directors called by them.

         Section 6.     NOTICE.  Notice of any special meeting of the
Board of Directors shall be delivered personally or by telephone,
facsimile transmission, United States mail or courier to each director
at his business or residence address.  Notice by personal delivery, by
telephone or a facsimile transmission shall be given at least two days
prior to the meeting.  Notice by mail shall be given at least five days
prior to the meeting and shall be deemed to be given when deposited in
the United States mail properly addressed, with postage thereon prepaid.
Telephone notice shall be deemed to be given when the director is
personally given such notice in a telephone call to which he is a party.
Facsimile transmission notice shall be deemed to be given upon completion
of the transmission of the message to the number given to the Corporation
by the director and receipt of a completed answer-back indicating
receipt. Neither the business to be transacted at, nor the purpose of,
any annual, regular or special meeting of the Board of Directors need be
stated in the notice, unless specifically required by statute or these
Bylaws.

         Section 7.     QUORUM.  A majority of the directors shall
constitute a quorum for transaction of business at any meeting of the
Board of Directors, provided that, if less than a majority of such
directors are present at said meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice,
and provided further that if, pursuant to the charter of the Corporation
or these Bylaws, the vote of a majority of a particular group of
directors is required for action, a quorum must also include a majority
of such group.

         The Board of Directors present at a meeting which has been duly
called and convened may continue to transact business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a
quorum.

         Section 8.     VOTING.  The action of the majority of the
directors present at a meeting at which a quorum is present shall be the
action of the Board of Directors, unless the concurrence of a greater
proportion is required for such action by applicable statute.

         Section 9.     TELEPHONE MEETINGS.  Directors may participate
in a meeting by means of a conference telephone or similar communications
equipment if all persons participating in the meeting can hear each other
at the same time.  Participation in a meeting by these means shall
constitute presence in person at the meeting.

         Section 10.    INFORMAL ACTION BY DIRECTORS.  Any action
required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting, if a consent in writing to such
action is signed by each director and such written consent is filed with
the minutes of proceedings of the Board of Directors.

         Section 11.    APPROVAL BY INDEPENDENT DIRECTORS.  For all
purposes, a transaction which is subject to approval by a majority of the
Independent Directors shall be approved if such transaction is approved
by a majority of the Directors present and entitled to vote at a meeting
at which a quorum is present, provided that the Independent Directors
voting to approve the transaction constitute an absolute majority of all
Independent Directors serving at such time.

         Section 12.    VACANCIES.  If for any reason any or all the
directors cease to be directors, such event shall not terminate the
Corporation or affect these Bylaws or the powers of the remaining
directors hereunder (even if fewer than three directors remain).  Any
vacancy on the Board of Directors for any cause other than an increase
in the number of directors shall be filled by a majority of the remaining
directors, although such majority is less than a quorum which, in the
case of any vacancy arising because an Independent Director ceases to be
a Director, shall be a majority of the remaining Independent Directors
(although less than a quorum).  Any vacancy in the number of directors
created by an increase in the number of directors may be filled by a
majority vote of the entire Board of Directors; provided, however, that
the number of such vacancies that are required to be held by an
Independent Director pursuant to Section 3 of Article III shall be filled
by selection of an Independent Director by a majority vote of the
remaining Independent Directors (although less than a quorum).  Any
individual so elected as director shall hold office for the unexpired
term of the director he is replacing.

         Section 13.    COMPENSATION.  Directors shall not receive any
stated salary for their services as directors but, by resolution of the
Board of Directors, may receive fixed sums per year and/or per meeting
and/or per visit to real property owned or to be acquired by the
Corporation and for any service or activity they performed or engaged in
as directors.  Directors may be reimbursed for expenses of attendance,
if any, at each annual, regular or special meeting of the Board of
Directors or of any committee thereof and for their expenses, if any, in
connection with each property visit and any other service or activity
they performed or engaged in as directors; but nothing herein contained
shall be construed to preclude any directors from serving the Corporation
in any other capacity and receiving compensation therefor.

         Section 14.    RESIGNATIONS.  Any Director may resign at any
time by giving written notice of such resignation to the Board of
Directors or the Secretary of the Corporation.  Any such resignation
shall take effect at the time specified therein or, if no time is
specified, upon receipt thereof by the Board of Directors or Secretary,
and, unless specified therein, the acceptance of such resignation shall
not be necessary to make it effective.

         Section 15.    LOSS OF DEPOSITS.  No director shall be liable
for any loss which may occur by reason of the failure of the bank, trust
company, savings and loan association, or other institution with whom
moneys or stock have been deposited.

         Section 16.    SURETY BONDS.  Unless required by law, no
director shall be obligated to give any bond or surety or other security
for the performance of any of his duties.

         Section 17.    RELIANCE.  Each director, officer, employee
and agent of the Corporation shall, in the performance of his duties with
respect to the Corporation, be fully justified and protected with regard
to any act or failure to act in reliance in good faith upon the books of
account or other records of the Corporation, upon an opinion of counsel
or upon reports made to the Corporation by any of its officers or
employees or by the adviser, accountants, appraisers or other experts or
consultants selected by the Board of Directors or officers of the
Corporation, regardless of whether such counsel or expert may also be a
director.

         Section 18.    CERTAIN RIGHTS OF DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS.  The directors shall have no responsibility to
devote their full time to the affairs of the Corporation.  Any director
or officer, employee or agent of the Corporation, in his personal
capacity or in a capacity as an affiliate, employee, or agent of any
other person, or otherwise, may have business interests and engage in
business activities similar to or in addition to or in competition with
those of or relating to the Corporation.  It is expressly acknowledged
that AEW Partners, L.P. engages in a business competitive with the
Company, and that any directors affiliated with AEW Partners, L.P. shall
have no obligation to present to the Corporation opportunities that may
be pursued by AEW Partners, L.P. unless such opportunities were presented
to the directors in their capacities as directors of the Corporation.

 ARTICLE IV

 COMMITTEES

         Section 1.     NUMBER, TENURE AND QUALIFICATIONS.  The Board
of Directors may appoint from among its members an Executive Committee,
an Audit Committee, a Compensation Committee  and other committees,
composed of two or more directors, to serve at the pleasure of the Board
of Directors.  At least a majority of the Directors serving on each such
committee shall be Independent Directors.  If the Board of Directors (i)
creates a new committee after September 13, 1995, or (ii) increases the
authority of any existing committee after such date, any such committee
must include at least one director elected by the holders of the Series
A Convertible Preferred Stock.

         Section 2.     POWERS.  The Board of Directors may delegate
to committees appointed under Section 1 of this Article any of the powers
of the Board of Directors, except as prohibited by law.

         Section 3.     MEETINGS.  Notice of committee meetings shall
be given in the same manner as notice for special meetings of the Board
of Directors.  A majority of the members of the committee shall
constitute a quorum for the transaction of business at any meeting of the
committee.  The act of a majority of the committee members present at a
meeting shall be the act of such committee.  The Board of Directors may
designate a chairman of any committee, and such chairman or any two
members of any committee may fix the time and place of its meeting unless
the Board shall otherwise provide.  In the absence of any member of any
such committee, the members thereof present at any meeting, whether or
not they constitute a quorum, may appoint another director to act in the
place of such absent member.  Each committee shall keep minutes of its
proceedings.

         Section 4.     TELEPHONE MEETINGS.  Members of a committee of
the Board of Directors may participate in a meeting by means of a
conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in
person at the meeting.

         Section 5.     INFORMAL ACTION BY COMMITTEES.  Any action
required or permitted to be taken at any meeting of a committee of the
Board of Directors may be taken without a meeting, if a consent in
writing to such action is signed by each member of the committee and such
written consent is filed with the minutes of proceedings of such
committee.

         Section 6.     VACANCIES.  Subject to the provisions hereof,
the Board of Directors shall have the power at any time to change the
membership of any committee, to fill all vacancies, to designate
alternate members to replace any absent or disqualified member or to
dissolve any such committee.

   ARTICLE V

  OFFICERS

         Section 1.     GENERAL PROVISIONS.  The officers of the
Corporation shall include a chief executive officer, a president, a
secretary and a treasurer and may include a chairman of the board (or one
or more co-chairmen of the board), a vice chairman of the board, one or
more vice presidents, a chief operating officer, a chief financial
officer, a treasurer, one or more assistant secretaries and one or more
assistant treasurers.  In addition, the Board of Directors may from time
to time appoint such other officers with such powers and duties as they
shall deem necessary or desirable.  The officers of the Corporation shall
be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of  stockholders,
except that the chief executive officer may appoint one or more vice
presidents, assistant secretaries and assistant treasurers.  If the
election of officers shall not be held at such meeting, such election
shall be held as soon thereafter as may be convenient.  Each officer
shall hold office until his successor is elected and qualifies or until
his death, resignation or removal in the manner hereinafter provided.
Any two or more offices except president and vice president may be held
by the same person.  In its discretion, the Board of Directors may leave
unfilled any office except that of president, treasurer and secretary.
Election of an officer or agent shall not of itself create contract
rights between the Corporation and such officer or agent.

         Section 2.     REMOVAL AND RESIGNATION.  Any officer or agent
of the Corporation may be removed by the Board of Directors if 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.  Any officer of the Corporation may resign
at any time by giving written notice of his resignation to the Board of
Directors, the chairman of the board (or any co-chairman of the board if
more than one), the president or the secretary.  Any resignation shall
take effect at any time subsequent to the time specified therein or, if
the time when it shall become effective is not specified therein,
immediately upon its receipt.  The acceptance of a resignation shall not
be necessary to make it effective unless otherwise stated in the
resignation.  Such resignation shall be without prejudice to the contract
rights, if any, of the Corporation.

         Section 3.     VACANCIES.  A vacancy in any office may be
filled by the Board of Directors for the balance of the term.

         Section 4.     CHIEF EXECUTIVE OFFICER.  The Board of
Directors may designate a chief executive officer.  In the absence of
such designation, the chairman of the board (or, if more than one, the
co-chairmen of the board in the order designated at the time of their
election or, in the absence of any designation, then in the order of
their election) shall be the chief executive officer of the Corporation.
The chief executive officer shall have general responsibility for
implementation of the policies of the Corporation, as determined by the
Board of Directors, and for the management of the business and affairs
of the Corporation.  In the absence of a designation of a chief operating
officer by the Board of Directors, the president shall be the chief
operating officer.

         Section 5.     CHIEF OPERATING OFFICER.  The Board of
Directors may designate a chief operating officer.  The chief operating
officer shall have the responsibilities and duties as set forth by the
Board of Directors or the chief executive officer.

         Section 6.     CHIEF FINANCIAL OFFICER.  The Board of
Directors may designate a chief financial officer.  The chief financial
officer shall have the responsibilities and duties as set forth by the
Board of Directors or the chief executive officer.

         Section 7.     CHAIRMAN OF THE BOARD.  The Board of Directors
shall designate a chairman of the board (or one or more co-chairmen of
the board).  The chairman of the board shall preside over the meetings
of the Board of Directors and of the stockholders at which he shall be
present.  If there be more than one, the co-chairmen designated by the
Board of Directors will perform such duties.  The chairman of the board
shall perform such other duties as may be assigned to him or them by the
Board of Directors.

         Section 8.     PRESIDENT.  The president or chief executive
officer, as the case may be, shall in general supervise and
control all of the business and affairs of the Corporation.  In the
absence of a designation of a chief operating officer by the Board of
Directors, the president shall be the chief operating officer.  He may
execute any deed, mortgage, bond, contract or other instrument, except
in cases where the execution thereof shall be expressly delegated by the
Board of Directors or by these Bylaws to some other officer or agent of
the Corporation or shall be required by law to be otherwise executed; and
in general shall perform all duties incident to the office of president
and such other duties as may be prescribed by the Board of Directors from
time to time.

         Section 9.     VICE PRESIDENTS.  In the absence of the
president or in the event of a vacancy in such office, the vice president
(or in the event there be more than one vice president, the vice
presidents in the order designated at the time of their election or, in
the absence of any designation, then in the order of their election)
shall perform the duties of the president and when so acting shall have
all the powers of and be subject to all the restrictions upon the
president; and shall perform such other duties as from time to time may
be assigned to him by the president or by the Board of Directors.  The
Board of Directors may designate one or more vice presidents as executive
vice president or as vice president for particular areas of
responsibility.

         Section 10.    SECRETARY.  The secretary shall (a) keep the
minutes of the proceedings of the stockholders, the Board of Directors
and committees of the Board of Directors in one or more books provided
for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation;
(d) keep a register of the post office address of each stockholder which
shall be furnished to the secretary by such stockholder; (e) have general
charge of the share transfer books of the Corporation; and (f) in general
perform such other duties as from time to time may be assigned to him by
the chief executive officer, the president or by the Board of Directors.

         Section 11.    TREASURER.  The treasurer shall have the
custody of the funds and securities of the Corporation and shall keep
full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors.  In the
absence of a designation of a chief financial officer by the Board of
Directors, the treasurer shall be the chief financial officer of the
Corporation.

                        The treasurer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the president and
Board of Directors, at the regular meetings of the Board of Directors or
whenever it may so require, an account of all his transactions as
treasurer and of the financial condition of the Corporation.

                        If required by the Board of Directors, the
treasurer shall give the Corporation a bond in such sum and with such
surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, moneys
and other property of whatever kind in his possession or under his
control belonging to the Corporation.

         Section 12.    ASSISTANT SECRETARIES AND ASSISTANT
TREASURERS.  The assistant secretaries and assistant treasurers, in
general, shall perform such duties as shall be assigned to them by the
secretary or treasurer, respectively, or by the president or the Board
of Directors.  The assistant treasurers shall, if required by the Board
of Directors, give bonds for the faithful performance of their duties in
such sums and with such surety or sureties as shall be satisfactory to
the Board of Directors.

         Section 13.    SALARIES.  The salaries and other compensation
of the officers shall be fixed from time to time by the Board of
Directors and no officer shall be prevented from receiving such salary
or other compensation by reason of the fact that he is also a director.

         Section 14.    BONDS.  The Board of Directors may require
that the fidelity of any or all of its officers, employees or agents be
secured by bond or otherwise.

 ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

         Section 1.     CONTRACTS.  The Board of Directors may
authorize any officer or agent to enter into any contract or to execute
and deliver any instrument in the name of and on behalf of the
Corporation and such authority may be general or confined to specific
instances.  Any agreement, deed, mortgage, lease or other document
executed by one or more of the directors or by an  authorized person
shall be valid and binding upon the Board of Directors and upon the
Corporation when authorized or ratified by action of the Board of
Directors.

         Section 2.     CHECKS AND DRAFTS.  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 agent of the Corporation in such manner as shall from
time to time be determined by the Board of Directors.

         Section 3.     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 of Directors may designate.

  ARTICLE VII

     STOCK

         Section 1.     CERTIFICATES.  Each stockholder shall be
entitled to a certificate or certificates which shall represent and
certify the number of shares of each class of stock held by him in the
Corporation.  Each certificate shall be signed by the chief executive
officer, the president or a vice president and countersigned by the
secretary or an assistant secretary or the treasurer or an assistant
treasurer and may be sealed with the seal, if any, of the Corporation.
The signatures may be either manual or facsimile.  Certificates shall be
consecutively numbered; and if the Corporation shall, from time to time,
issue several classes of stock, each class may have its own number
series.  A certificate is valid and may be issued whether or not an
officer who signed it is still an officer when it is issued.  Each
certificate representing shares which are restricted as to their
transferability or voting powers, which are preferred or limited as to
their dividends or as to their allocable portion of the assets upon
liquidation or which are redeemable at the option of the Corporation,
shall have a statement of such restriction, limitation, preference or
redemption provision, or a summary thereof, plainly stated on the
certificate.  If the Corporation has authority to issue stock of more
than one class, the certificate shall contain on the face or back a full
statement or summary of the designations and any preferences, conversion
and other rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications and terms and
conditions of redemption of each class of stock and, if the Corporation
is authorized to issue any preferred or special class in series, the
differences in the relative rights and preferences between the shares of
each series to the extent they have been set and the authority of the
Board of Directors to set the relative rights and preferences of
subsequent series.  In lieu of such statement or summary, the certificate
may state that the Corporation will furnish a full statement of such
information to any stockholder upon request and without charge.  If any
class of stock is restricted by the Corporation as to transferability,
the certificate shall contain a full statement of the restriction or
state that the Corporation will furnish information about the
restrictions to the stockholder on request and without charge.

         Section 2.     TRANSFERS.  Upon surrender to the Corporation
or the transfer agent of the Corporation of a stock certificate duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, the Corporation shall issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

         The Corporation shall be entitled to treat the holder of record
of any share of stock as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to or
interest in such share or on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise
provided by the laws of the State of Maryland.

         Notwithstanding the foregoing, transfers of shares of any class
of stock will be subject in all respects to the charter of the
Corporation and all of the terms and conditions contained therein.

         Section 3.     REPLACEMENT CERTIFICATE.  Any officer
designated by the Board of Directors may direct a new certificate to be
issued in place of any certificate previously issued by the Corporation
alleged to have been lost, stolen or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate to be lost,
stolen or destroyed.  When authorizing the issuance of a new certificate,
an officer designated by the Board of Directors may, in his discretion
and as a condition precedent to the issuance thereof, require the owner
of such lost, stolen or destroyed certificate or the owner's legal
representative to advertise the same in such manner as he shall require
and/or to give bond, with sufficient surety, to the Corporation to
indemnify it against any loss or claim which may arise as a result of the
issuance of a new certificate.

         Section 4.     CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD
DATE.  The Board of Directors may set, in advance, a record date for the
purpose of determining stockholders entitled to notice of or to vote at
any meeting of stockholders or determining stockholders entitled to
receive payment of any dividend or the allotment of any other rights, or
in order to make a determination of stockholders for any other proper
purpose.  Such date, in any case, shall not be prior to the close of
business on the day the record date is fixed and shall be not more than
90 days and, in the case of a meeting of stockholders, not less than ten
days, before the date on which the meeting or particular action requiring
such determination of stockholders of record is to be held or taken.

         In lieu of fixing a record date, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period
but not longer than 20 days.  If the stock transfer books are closed for
the purpose of determining stockholders entitled to notice of or to vote
at a meeting of stockholders, such books shall be closed for at least ten
days before the date of such meeting.

         If no record date is fixed and the stock transfer books are not
closed for the determination of stockholders, (a) the record date for the
determination of stockholders entitled to notice of or to vote at a
meeting of  stockholders shall be at the close of business on the day on
which the notice of meeting is mailed or the 30th day before the meeting,
whichever is the closer date to the meeting; and (b) the record date for
the determination of stockholders entitled to receive payment of a
dividend or an allotment of any other rights shall be the close of
business on the day on which the resolution of the directors, declaring
the dividend or allotment of rights, is adopted.

         When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, except when (i) the
determination has been made through the closing of the transfer books and
the stated period of closing has expired or (ii) the meeting is adjourned
to a date more than 120 days after the record date fixed for the original
meeting, in either of which case a new record date shall be determined
as set forth herein.

         Section 5.     STOCK LEDGER.  The Corporation shall maintain
at its principal office or at the office of its counsel, accountants or
transfer agent, an original or duplicate share ledger containing the name
and address of each stockholder and the number of shares of each class
held by such stockholder.

         Section 6.     FRACTIONAL STOCK; ISSUANCE OF UNITS.  The
Board of Directors may issue fractional stock or provide for the issuance
of scrip, all on such terms and under such conditions as they may
determine.  Notwithstanding any other provision of the charter or these
Bylaws, the Board of Directors may issue units consisting of different
securities of the Corporation.  Any security issued in a unit shall have
the same characteristics as any identical securities issued by the
Corporation, except that the Board of Directors may provide that for a
specified period securities of the Corporation issued in such unit may
be transferred on the books of the Corporation only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

         The Board of Directors shall have the power, from time to time,
to fix the fiscal year of the Corporation by a duly adopted resolution.

  ARTICLE IX

  DISTRIBUTIONS

          Section 1.     AUTHORIZATION.  Dividends and other distributions upon
the stock of the Corporation may be authorized and declared by the Board of
Directors, subject  to the provisions of law and the charter of the
Corporation.  Dividends and other distributions  may be paid in cash,
property or stock of the Corporation, subject to the provisions of law and
the charter.

          Section 2.     CONTINGENCIES.  Before payment of any dividends or
other distributions, there may be set aside out of any assets of the
Corporation available for dividends or other distributions such sum or sums
as the Board of Directors may from time to time, in its absolute
discretion, think proper as a reserve fund for contingencies, for
equalizing dividends or other distributions, for repairing or maintaining
any property of the Corporation or for such other purpose as the Board of
Directors shall determine to be in the best interest of the Corporation,
and the Board of Directors may modify or abolish any such reserve in the
manner in which it was created.

                              ARTICLE X

INVESTMENT POLICY

          Subject to the provisions of the charter of the Corporation, the
Board of Directors may from time to time adopt, amend, revise or terminate
any policy or policies with respect to investments by the Corporation as it
shall deem appropriate in its sole discretion.

  ARTICLE XI

     SEAL

      Section 1.            SEAL.  The Board of Directors may authorize the
adoption of a seal by the Corporation.  The seal shall contain the name of
the Corporation and the year of its incorporation and the words
"Incorporated Maryland."  The Board of Directors may authorize one or more
duplicate seals and provide for the custody thereof.

      Section 2.            AFFIXING SEAL.  Whenever the Corporation is
permitted or required to affix its seal to a document, it shall be
sufficient to meet the requirements of any law, rule or regulation relating
to a seal to place the word "(SEAL)" adjacent to the signature of the
person authorized to execute the document on behalf of the Corporation.

   ARTICLE XII

INDEMNIFICATION AND ADVANCES FOR EXPENSES

      To the maximum extent permitted by Maryland law in effect from
time to time, the Corporation, without requiring a preliminary
determination of the ultimate entitlement to indemnification, shall
indemnify and shall pay or reimburse reasonable expenses in advance of
final disposition of a proceeding to (a) any individual who is a present or
former director or officer of the Corporation and who is made a party to
the proceeding by reason of his service in that capacity or (b) any
individual who, while a director of the Corporation and at the request of
the Corporation, serves or has served another corporation, partnership,
joint venture, trust, employee benefit plan or any other enterprise as a
director, officer, partner or trustee of such corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise and who is
made a party to the proceeding by reason of his service in that capacity.
The Corporation may, with the approval of its Board of Directors, provide
such indemnification and advance for expenses to a person who served a
predecessor of the Corporation in any of the capacities described in (a) or
(b) above and to any employee or agent of the Corporation or a predecessor
of the Corporation.

      Neither the amendment nor repeal of this Article, nor the
adoption or amendment of any other provision of the Bylaws or charter of
the Corporation inconsistent with this Article, shall apply to or affect in
any respect the applicability of the preceding paragraph with respect to
any act or failure to act which occurred prior to such amendment, repeal or
adoption.

 ARTICLE XIII

WAIVER OF NOTICE

      Whenever any notice is required to be given pursuant to the
charter of the Corporation or these Bylaws or pursuant to applicable 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 meeting need be set forth in the
waiver of notice, unless specifically required by statute.  The attendance
of any person at any meeting shall constitute a waiver of notice of such
meeting, except where such person attends a meeting for the express purpose
of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

   ARTICLE XIV

AMENDMENT OF BYLAWS

      The Board of Directors shall have the exclusive power to adopt,
alter or repeal any provision of these Bylaws and to make new Bylaws;
provided, however, that the following provisions may not be amended without
the affirmative vote of a majority of the outstanding shares of Series A
Convertible Preferred Stock; (i) the last paragraph of Article II, Section
10, (ii) the last sentence of Article III, Section 3, (iii) subsection
number four of the first sentence of Article III, Section 5, (iv) the last
sentence of Article III, Section 18, and (v) the last sentence of Article
IV, Section 1.