FIRST WASHINGTON REALTY TRUST, 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.

     Section 3. Special Meetings. (a) The president,  chief executive officer or
Board of Directors  may call special  meetings of the  stockholders.  Subject to
subsections (b) through (h) of this Section 3, special  meetings of stockholders
shall  also  be  called  by  the  secretary  upon  the  written  request  of the
stockholders entitled to cast not less than a majority of all the votes entitled
to be cast at such meeting.

     (b) In order that the Corporation may determine the  stockholders  entitled
to request a special  meeting,  the Board of Directors  may fix a record date to
determine the stockholders  entitled to make such a request (the "Request Record
Date").  The Request  Record Date shall not precede the close of business on the
date upon which the resolution  fixing the Request Record Date is adopted by the
Board of Directors and shall not be more than ten days after the date upon which
the  resolution  fixing  the  Request  Record  Date is  adopted  by the Board of
Directors.  Any  stockholder  of record seeking to have  stockholders  request a
special  meeting  shall,  by  sending  written  notice to the  secretary  of the
Corporation by certified or registered mail, return receipt  requested,  request
the  Board of  Directors  to fix a  Request  Record  Date.  Unless  the Board of
Directors shall,  within ten days after the date on which a valid request to fix
a Request Record Date is received,  adopt a resolution fixing the Request Record
Date and make a public  announcement  of such Request  Record Date,  the Request
Record Date shall be the close of business on the tenth day after the first date
on



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which a valid  written  request to set a Request  Record Date is received by the
secretary.  To be valid,  such  written  request  shall set forth the purpose or
purposes for which the special meeting is to be held and the matters proposed to
be acted on at such  meeting,  shall be  signed by one or more  stockholders  of
record (or their duly authorized proxies or other  representatives),  shall bear
the  date  of   signature   of  each  such   stockholder   (or  proxy  or  other
representative) and shall set forth all information relating to such stockholder
that is required to be  disclosed  in  solicitations  of proxies for election of
directors  in an  election  contest,  or is  otherwise  required,  in each  case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and Rule 14a-11 thereunder.

     (c) In order  for a  stockholder  or  stockholders  to  request  a  special
meeting,  a written  request or  requests  for a special  meeting  signed by the
stockholders  of record as of the Request  Record Date entitled to cast not less
than a majority of all of the votes entitled to be cast at such meeting, must be
delivered to the Corporation. To be valid, each written request by a stockholder
for a special meeting shall set forth the specific purpose or purposes for which
the special meeting is to be held (which purpose or purposes shall be limited to
the purpose or purposes set forth in the written request to set a Request Record
Date received by the Corporation  pursuant to paragraph (b) of this Section 3 of
Article II), shall be signed by one or more persons who as of the Request Record
Date are  stockholders  of record  (or their  duly  authorized  proxies or other
representatives),  shall bear the date of signature of each such stockholder (or
proxy or other  representative),  and shall set forth the name and  address,  as
they appear in the Corporation's books, of each stockholder signing such request
and the class and number of shares of stock of the  Corporation  which are owned
of  record  and  beneficially  by each  such  stockholder,  shall be sent to the
secretary by certified or registered mail, return receipt  requested,  and shall
be received by the secretary within 60 days after the Request Record Date.

     (d)  The  secretary  of  the   Corporation   shall  inform  the  Soliciting
Stockholder  (as defined  below) or Soliciting  Stockholders  of the  reasonably
estimated cost of holding the special meeting,  including the costs of preparing
and  mailing  proxy  materials  for  the  Corporation's  own  solicitation.  The
Corporation  shall not be required to call a special  meeting  upon  stockholder
request unless,  in addition to the documents  required by paragraph (C) of this
Section 3 of  Article  II, the  secretary  receives  payment of such  reasonably
estimated cost of holding the special meeting from the Soliciting  Stockholders.
If each of the  resolutions  introduced by any  Soliciting  Stockholder  at such
meeting is adopted, and each of the individuals nominated by or on behalf of any
Soliciting  Stockholder  for  election as a director at such meeting is elected,
then the Corporation  shall refund to the Soliciting  Stockholders the amount of
such  reasonably  estimated  cost.  For  purposes  of this  paragraph  (d),  the
following terms shall have the meanings set forth below:

     (i)  "Affiliate"  of any Person (as defined  herein)  shall mean any Person
          controlling,  controlled  by or under  common  control with such first
          Person.

     (ii) "Participant"  shall have the  meaning  assigned  to such term in Rule
          14a-11 promulgated under the Exchange Act.


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    (iii) "Person" shall mean any individual,  firm,  corporation,  partnership,
          limited liability  company,  joint venture,  association,  real estate
          investment trust, trust, unincorporated organization or other entity.

     (iv) "Proxy"  shall have the  meaning  assigned  to such term in Rule 14a-1
          promulgated under the Exchange Act.

     (v)  "Solicitation"  shall have the  meaning  assigned to such term in Rule
          14a-11 promulgated under the Exchange Act.

     (vi) "Soliciting  Stockholder"  shall  mean,  with  respect to any  special
          meeting  requested  by a  stockholder  or  stockholders,  any  of  the
          following persons:

          (1)  if the number of stockholders  signing the request or requests of
               meeting delivered to the Corporation pursuant to paragraph (C) of
               this  Section 3 of Article II is ten or fewer,  each  stockholder
               signing such Request;

          (2)  if the number of stockholders  signing the request or requests of
               meeting delivered to the Corporation pursuant to paragraph (C) of
               this  Section 3 of Article II is more than ten,  each  Person who
               either (I) as a Participant in any  Solicitation  of such request
               or  requests  or  (II)  at  the  time  of  the  delivery  to  the
               Corporation  of the documents  described in paragraph (C) of this
               Section 3 of Article II had  engaged or intended to engage in any
               Solicitation  of Proxies for use at such special  meeting  (other
               than a Solicitation of Proxies on behalf of the Corporation); or

          (3)  any Affiliate of a Soliciting  Stockholder,  if a majority of the
               directors then in office  determine that such Affiliate should be
               required to sign the written notice described in paragraph (C) of
               this  Section  3 of  Article  II  and/or  the  written  agreement
               pursuant to this  paragraph  (d) in order to prevent the purposes
               of this Section 3 of Article II from being evaded.

     (e) Except as provided in the following sentence, any special meeting shall
be held at such  place,  hour and day as may be  designated  by  whoever  of the
president,  chief executive officer or Board of Directors shall have called such
meeting.  In the case of any special  meeting  called by the secretary  upon the
request of stockholders  (a "Request  Special  Meeting"),  such meeting shall be
held at such place, hour and day as may be designated by the Board of Directors;
provided,  however,  that the date of any Request  Special  Meeting shall be not
more than 60 days after the Meeting Record Date (as defined


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in subsection (h) of this Section 3 of Article II); and provided further that in
the event that the Board of Directors fails to designate,  within ten days after
the date that valid  written  requests for such meeting by the  stockholders  of
record as of the Request  Record Date  entitled to cast not less than a majority
of all the  votes  entitled  to be cast at such  meeting  are  delivered  to the
Corporation  (the  "Delivery  Date"),  an hour and date  for a  Request  Special
Meeting, then such meeting shall be held at 2:00 p.m. local time on the 90th day
after the  Delivery  Date or, if such 90th day is not a Business Day (as defined
below),  on the first preceding  Business Day; and provided  further that in the
event  that the  Board of  Directors  fails to  designate  a place for a Request
Special  Meeting within 10 days after the Delivery Date, then such meeting shall
be held at the principal executive offices of the Corporation.  In fixing a date
for any special  meeting,  the president,  chief  executive  officer or Board of
Directors may consider such factors as he, she or it deems  relevant  within the
good faith exercise of business judgment,  including,  without  limitation,  the
nature  of  the  action  proposed  to be  taken,  the  facts  and  circumstances
surrounding any request of such meeting,  and any plan of the Board of Directors
to call an annual  meeting  or a special  meeting  for the  conduct  of  related
business.

     (f)  The  Corporation  may  engage  regionally  or  nationally   recognized
independent  inspectors of elections to act as an agent of the  Corporation  for
the purpose of promptly  performing a ministerial  review of the validity of any
purported  written  request or requests  for a special  meeting  received by the
secretary.  For the purpose of permitting the inspectors to perform such review,
no purported  request shall be deemed to have been delivered to the  Corporation
until the earlier of (I) five Business Days  following  receipt by the secretary
of such  purported  request  and (ii)  such date as the  independent  inspectors
certify to the  Corporation  that the valid  requests  received by the secretary
represent at least a majority of the issued and outstanding shares of stock that
would be entitled to vote at such meeting.  Nothing  contained in this paragraph
(f)  shall  in any way be  construed  to  suggest  or imply  that  the  Board of
Directors  or any  stockholder  shall not be entitled to contest the validity of
any request,  whether during or after such five Business Day period,  or to take
any other action (including,  without limitation, the commencement,  prosecution
or defense of any litigation with respect thereto, and the seeking of injunctive
relief in such litigation).

     (g) For purposes of these Bylaws,  "Business  Day" shall mean any day other
than a Saturday, a Sunday or a day on which banking institutions in the State of
Maryland are authorized or obligated by law or executive order to close.

     (h) In the case of any  Request  Special  Meeting,  (I) the record date for
such meeting (the  "Meeting  Record  Date") shall be not later than the 30th day
after  the  Delivery  Date and (ii) if the Board of  Directors  fails to fix the
Meeting  Record Date within 30 days after the Delivery  Date,  then the close of
business on such 30th day shall be the Meeting Record Date.

     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



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stating the time and place of the meeting and, in the case of a special  meeting
or as otherwise may be required by 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 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. 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  (the  "Charter")  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 Chairman of the meeting or the stockholders  entitled to vote
at such meeting,  present in person or by proxy, shall have 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  7.  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.  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 8.  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 9. Voting of Stock by Certain Holders. Stock 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  board  of  directors  of  such
corporation  or  other  entity  presents  a  certified  copy  of such  bylaw  or
resolution, in which case such person may vote such stock.



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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 of 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.

     Section 10. 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 11. 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 11(a), who



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     is  entitled  to vote at the  meeting  and who  complied  with  the  notice
     procedures set forth in this Section 11(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 11, 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 class and
     number of shares 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 11 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  11(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


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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 11(b), who is entitled
to vote at the meeting and who complied with the notice  procedures set forth in
this Section  11(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 required by paragraph  (a)(2) of this
Section  11(b) 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  11 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 11. 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 11 and, if any
     proposed  nomination or business is not in compliance with this Section 11,
     to declare that such defective nomination or proposal be disregarded.

          (2) For purposes of this Section 11, "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
     Sections 13, 14 or 15(d) of the Exchange Act.

          (3)  Notwithstanding  the  foregoing  provisions of this Section 11, 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  11.  Nothing  in this
     Section 11 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  12.  Informal  Action  by  Stockholder.  Any  action  required  or
permitted  to be taken at a  meeting  of  stockholders  may be taken  without  a
meeting if a consent in writing,  setting  forth such action,  is signed by each
stockholder entitled to vote on the matter and any other stockholder entitled to
notice of a meeting of stockholders (but not to vote thereat) has waived in


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writing,  any right to dissent from such action, and such consent and waiver are
filed with the minutes of proceedings of the stockholders.

     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.

     Section  14.  Control  Share  Acquisition  Act.  Notwithstanding  any other
provision  of  the  Charter  or  these  Bylaws,  Title  3,  Subtitle  7  of  the
Corporations  and  Associations  Article of the  Annotated  Code of Maryland (or
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.

                                   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.  Pursuant  to the  Charter,  the  directors  have been
divided into  classes with terms of three years,  with the term of office of one
class expiring at the annual meeting of stockholders in each year. Each director
shall hold office for the term for which he is elected  and until his  successor
is elected and qualified.

     Section 3. 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 4. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the chairman of the board (or any  co-chairman
of the board if more than one), president or by a majority of the directors then
in office.  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 5. Notice.  Notice of any special meeting shall be given by written
notice delivered personally,  transmitted by facsimile, telegraphed or mailed to
each director at his



                                        9

<PAGE>



business or residence address.  Personally  delivered,  facsimile transmitted or
telegraphed  notices  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.  If
mailed,  such notice  shall be deemed to be given when  deposited  in the United
States mail  properly  addressed,  with  postage  thereon  prepaid.  If given by
telegram, such notice shall be deemed to be given when the telegram is delivered
to the  telegraph  company.  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 this notice,  unless specifically required by statute or these
Bylaws.

     Section 6. 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 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 directors present at a meeting of the Board of Directors 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 7. 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 8. 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 9. 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 10. 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.  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. Any
individual so elected as director  shall hold office for the  unexpired  term of
the director he is replacing.



                                       10

<PAGE>



     Section 11. Compensation. Directors shall not receive any stated salary for
their services as directors but, by resolution of the Board of Directors,  fixed
sums per year and/or per meeting. Expenses of attendance, if any, may be allowed
to directors for  attendance at each annual,  regular or special  meeting of the
Board of Directors or of any committee  thereof;  but nothing  herein  contained
shall be construed to preclude any directors from serving the Corporation in any
other capacity and receiving compensation therefor.

     Section 12. Removal of Directors.  The Stockholders may remove any director
for cause or without cause, in the manner provided in the Charter.

     Section 13. Loss of Deposit. 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 14.  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 15.  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 16.  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 those
of or relating to 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 and
other committees, composed of two or more directors, to serve at the pleasure of
the Board of Directors.

     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.




                                       11

<PAGE>



     Section 3.  Meetings.  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.

     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.

                                    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.




                                       12

<PAGE>



     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 shall 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.

     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 President.  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.



                                       13

<PAGE>



     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 trust 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, he 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, 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 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 by reason of the fact that he also a director.

                                   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



                                       14

<PAGE>



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 officers,  agent or agents of
the  Corporation  and 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. In lieu of such statement or summary, the Corporation may set forth
upon the face or back of the certificate a statement that the  Corporation  will
furnish to any stockholder, upon request and without charge, a full statement of
such information.

     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 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.




                                       15

<PAGE>



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

     Section  3.  Lost  Certificate.  The  Board of  Directors  (or any  officer
designated  by it) 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, the Board of Directors may, in its discretion and
as a condition  precedent  to the  issuance  thereof,  require the owner of such
lost, stolen or destroyed  certificate or his legal  representative to advertise
the  same in such  manner  as they  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
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 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 where the determination has been made
through the closing of the transfer  books and the stated  period of closing has
expired.

     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


                                       16

<PAGE>



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
                                    DIVIDENDS

     Section 1. Declaration.  Dividends upon the stock of the Corporation may be
declared by the Board of  Directors,  subject to the  provisions  of law and the
Charter.  Dividends 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, there may be set
aside out of any funds of the  Corporation  available for dividends  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,  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,  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.



                                       17

<PAGE>



                                   ARTICLE XI
                                      SEAL

     Section 1. Seal.  The Board of Directors  may  authorize  the adoption of a
seal by the Corporation.  The seal shall have inscribed  thereon the name of the
Corporation  and the  year of its  organization.  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 required to place 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

     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
(i) any  individual  who is a  present  or former  director  or  officer  of the
Corporation or (ii) 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. The Corporation
may, with the approval of its Board of Directors,  provide such  indemnification
and  advancement  of  expenses  to a  person  who  served a  predecessor  of the
Corporation in any of the  capacities  described in (i) or (ii) 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 these  Bylaws or the Charter  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.



                                       18

<PAGE>


                                  ARTICLE XIII
                                WAIVER OF NOTICE

     Whenever  any notice is  required  to be given  pursuant  to the Charter 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  herein,  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.



                                       19