AMENDED AND RESTATED BY-LAWS OF

                            KRANZCO REALTY TRUST

                                  ARTICLE I

                                   OFFICES

          Section 1.   PRINCIPAL OFFICE. The principal office of the Trust
shall be located at such place or places as the Trustees may designate.
     
          Section 2.  ADDITIONAL OFFICES. The Trust may have additional
offices at such places as the Trustees may from time to time determine or the
business of the Trust may require.

                                 ARTICLE II

                          MEETINGS OF SHAREHOLDERS

          Section 1.  PLACE. All meetings of shareholders shall be held at
the principal office of the Trust 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 shareholders
for the election of Trustees and the transaction of any business within the
powers of the Trust shall be held during the second calendar quarter of each
year on a date and at the time set by the Trustees, beginning with the year
1993.

          Section 3.  SPECIAL MEETINGS.  (a)  The president, the chairman of
the Board of Trustees or one-third of the Trustees may call special meetings
of the shareholders.  Subject to subsections (b) through (h) of this Section
3, special meetings of shareholders shall also be called by the secretary of
the Trust upon the written request of shareholders entitled to cast not less
than a majority of all the votes entitled to be cast at such meeting.

          (b)  In order that the Trust may determine the shareholders
entitled to request a special meeting, the Trustees may fix a record date to
determine the shareholders 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 Trustees and shall not be more than ten days after the date
upon which the resolution fixing the Request Record Date is adopted by the
Trustees.  Any shareholder of record seeking to have shareholders request a
special meeting shall, by sending written notice to the secretary of the
Trust by certified or registered mail, return receipt requested, request the
Trustees to fix a Request Record Date.  Unless the Trustee 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 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 shareholders of record (or
their duly authorized proxies or other representatives), shall bear the date
of signature of each such shareholder (or proxy or other representative) and
shall set forth all information relating to such shareholder that is required
to be disclosed in solicitations of proxies for election of Trustees 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 shareholder or shareholders to request a
special meeting, a written request or requests for a special meeting signed
by the shareholders 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 Trust.  To be valid, each written request
by a shareholder 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 Trust 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 shareholders of record (or
their duly authorized proxies or other representatives), shall bear the date
of signature of each such shareholder (or proxy or other representative), and
shall set forth the name and address, as they appear in the Trust's books, of
each shareholder signing such request and the class and number of shares of 
the Trust which are owned of record and beneficially by each such
shareholder, 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 Trust shall not be required to call a special meeting upon
shareholder request unless, in addition to the documents required by
paragraph (c) of this Section 3 of Article II, the secretary receives a
written agreement signed by each Soliciting Shareholder (as defined below),
pursuant to which each Soliciting Shareholder, jointly and severally, agrees
to pay the Trust's costs of holding the special meeting, including the costs
of preparing and mailing proxy materials for the Trust's own solicitation,
provided that if each of the resolutions introduced by any Soliciting
Shareholder at such meeting is adopted, and each of the individuals nominated
by or on behalf of any Soliciting Shareholder for election as a Trustee of
such meeting is elected, then the Soliciting Shareholders shall not be
required to pay such costs.  For purposes of this paragraph (d), the
following terms shall have the meanings set forth below:

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

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

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

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

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

               (6)    "Soliciting Shareholder" shall mean, with respect to
any special meeting requested by a shareholder or shareholders, any of the
following persons:

                      (i)     if the number of shareholders signing the
                              request or requests of meeting delivered to the
                              Trust pursuant to paragraph (c) of this Section
                              3 of Article II is ten or fewer, each
                              shareholder signing such Request;

                      (ii)    if the number of shareholders signing the
                              request or requests of meeting delivered to the
                              Trust pursuant to paragraph (c) of this Section
                              3 of Article II is more than ten, each person
                              who either (I) is a Participant in any
                              Solicitation of such request or requests or
                              (II) at the time of the delivery to the Trust
                              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
                              Trust); or

                      (iii)   any Affiliate of a Soliciting Shareholder, if a
                              majority of the Trustees 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 described in
                              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 date as may be designated by
whoever of the president, chairman of the Board of Trustees, or Trustees
shall have called such meeting.  In the case of any special meeting called by
the secretary upon the request of shareholders (a "Request Special Meeting"),
such meeting shall be held at such place, hour and date as may be designated
by the Trustees; provided, however, that the date of any Request Special
meeting shall be not more than 60 days after the Meeting Record Date (as
defined in subsection (h) of this Section 3 of Article II); and provided
further that in the event that the Trustees fail to designate, within ten
days after the date that valid written requests for such meeting are
delivered to the Trust by the shareholders 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 (the "Delivery Date"), a place, hour and date for a
Request Special Meeting, then such meeting shall be held at the principal
executive offices of the Trust 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.  In fixing a meeting day for any
special meeting, the president, chairman of the Board of Trustees or Trustees
may consider such factors as he or she 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 Trustees to call an annual
meeting or a special meeting for the conduct of related business.

          (f)  The Trust may engage regionally or nationally recognized
independent inspectors of elections to act as an agent of the Trust 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
Trust 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 Trust that the valid requests received by the
secretary represent at least a majority of all the votes entitled to be cast
at such meeting.  Nothing contained in this paragraph (f) shall in any way be
construed to suggest or imply that the Trustees or any shareholder 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 Trustees fail 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 shareholders, the secretary shall give to each shareholder
entitled to vote at such meeting and to each shareholder 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 statute, the purpose for which the meeting is
called, either by mail or by presenting it to such shareholder 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 shareholder at his post office address as it appears on the
records of the Trust, with postage thereon prepaid.

          Section 5.  SCOPE OF NOTICE. Any business of the Trust may be
transacted at an annual meeting of shareholders 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 shareholders except as specifically designated in the notice.

          Section 6.  QUORUM. At any meeting of shareholders, the presence in
person or by proxy of shareholders 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 Declaration
of Trust for the vote necessary for the adoption of any measure. If, however,
such quorum shall not be present at any meeting of the shareholders, the
shareholders 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 shareholders duly called and at which a quorum is present shall be
sufficient to elect a Trustee. Each share may be voted for as many
individuals as there are Trustees to be elected and for whose election the
share is entitled to be voted. A majority of the votes cast at a meeting of
shareholders 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 Declaration of Trust. Unless otherwise provided in the Declaration, each
outstanding share, regardless of class, shall be entitled to one vote on each
matter submitted to a vote at a meeting of shareholders.

          Section 8.  PROXIES. A shareholder may vote the shares owned of
record by him, either in person or by proxy executed in writing by the
shareholder or by his duly authorized  attorney in fact. Such proxy shall be
filed with the secretary of the Trust 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 SHARES BY CERTAIN HOLDERS. Shares 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 shares 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 shares. Any
trustee or other fiduciary may vote shares registered in his name as such
fiduciary, either in person or by proxy.

                      Shares of the Trust 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 Trustees may adopt by resolution a procedure by
which a shareholder may certify in writing to the Trust that any shares
registered in the name of the shareholder are held for the account of a
specified person other than the shareholder. The resolution shall set forth
the class of shareholders 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 share transfer books, the time after the record
date or closing of the share transfer books within which the certification
must be received by the Trust; and any other provisions with respect to the
procedure which the Trustees consider 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 shareholder
of record of the specified shares in place of the shareholder who makes the
certification.

               Notwithstanding any other provision of the Declaration of
Trust 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
beneficial interest of the Trust.
                              
          Section 10. INSPECTORS. At any meeting of shareholders, the
chairman of the meeting may, or upon the request of any shareholder 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
shareholders.

                      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. REPORTS TO SHAREHOLDERS.

          (a)   Not later than 90 days after the close of each fiscal year of
the Trust, the Trustees shall deliver or cause to be delivered a report of
the business and operations of the Trust during such fiscal year to the
shareholders, containing a balance sheet and a statement of income and
surplus of the Trust, accompanied by the certification of an independent
certified public accountant, and such further information as the Trustees may
determine is required pursuant to any law or regulation to which the Trust is
subject. A signed copy of the annual report and the accountant's certificate
shall be filed by the Trustees with the State Department of Assessments and
Taxation of Maryland, and with such other governmental agencies as may be
required by law and as the Trustees may deem appropriate.

          (b)  Not later than 45 days after the end of each of the first
three quarterly periods of each fiscal year, the Trustees shall deliver or
cause to be delivered an interim report to the shareholders containing
unaudited financial statements for such quarter and for the period from the
beginning of the fiscal year to the end of such quarter, and such further
information as the Trustees may determine is required pursuant to any law or
regulation to which the Trust is subject.

          Section 12. NOMINATIONS AND SHAREHOLDER BUSINESS

          (a)  Annual Meetings of Shareholders. (1) Nominations of persons
for election to the Board of Trustees and the proposal of business to be
considered by the shareholders may be made at an annual meeting of
shareholders (i) pursuant to the Trust's notice of meeting, (ii) by or at the
direction of the Trustees or (iii) by any shareholder of the Trust who was a
shareholder 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 shareholder pursuant to clause (iii) of
paragraph (a)(l) of this Section 12, the shareholder must have given timely
notice thereof in writing to the secretary of the Trust. To be timely, a
shareholder's notice shall be delivered to the secretary at the principal
executive offices of the Trust 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 shareholder 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 shareholder's notice shall set
forth (i) as to each person whom the shareholder proposes to nominate for
election or reelection as a Trustee all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
Trustees, or is otherwise required, in each case pursuant to Regulation 14A
under the Exchange Act (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a Trustee if
elected); (ii) as to any other business that the shareholder 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 shareholder and of
the beneficial owner, if any, on whose behalf the proposal is made; and (iii)
as to the shareholder 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 shareholder, as they appear on the Trust's books, and of such beneficial
owner and (y) the class and number of shares of the Trust which are owned
beneficially and of record by such shareholder 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 Trustees to be elected to the Board of Trustees is increased and
there is no public announcement naming all of the nominees for Trustee or
specifying the size of the increased Board of Trustees made by the Trust at
least 70 days prior to the first anniversary of the preceding year's annual
meeting, a shareholder'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 Trust not later than the close of business
on the tenth day following the day on which such public announcement is first
made by the Trust.

          (b)   Specia1 Meetings of Shareholders. Only such business shall be
conducted at a special meeting of shareholders as shall have been brought
before the meeting pursuant to the Trust's notice of meeting. Nominations of
persons for election to the Board of Trustees may be made at a special
meeting of shareholders at which Trustees are to be elected pursuant to the
Trust's notice of meeting (i) by or at the direction of the Board of Trustees
or (ii) provided that the Board of Trustees has determined that Trustees
shall be elected at such special meeting, by any shareholder of the Trust who
is a shareholder 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
Trust calls a special meeting of shareholders for the purpose of electing one
or more Trustees to the Board of Trustees, any such shareholder may nominate
a person or persons (as the case may be) for election to such position as
specified in the Trust's notice of meeting, if the shareholder's notice
required by paragraph (a)(2) of this Section 12(b) shall be delivered to the
secretary at the principal executive offices of the Trust 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 Trustees 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 Trustees and only such business shall be conducted at a meeting of
shareholders 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 Trust 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 12, a shareholder 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 shareholders to request
inclusion of proposals in the Trust's proxy statement pursuant to Rule 14a-8
under the Exchange Act.

          Section 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required or
permitted to be taken at a meeting of shareholders may be taken without a
meeting if a consent in writing, setting forth such action, is signed by each
shareholder entitled to vote on the matter and any other shareholder entitled
to notice of a meeting of shareholders (but not to vote thereat) has waived
in writing any right to dissent from such action, and such consent and waiver
are filed with the minutes of proceedings of the shareholders.

          Section 14. VOTING BY BALLOT. Voting on any question or in any
election may be viva voce unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.

                                 ARTICLE III

                                  TRUSTEES

          Section 1.   GENERAL POWERS: QUALIFICATIONS. The business and
affairs of the Trust shall be managed under the direction of its Board of
Trustees. A Trustee shall be an individual at least 21 years of age who is
not under legal disability.

          Section 2.  ANNUAL AND REGULAR MEETINGS. An annual meeting of the
Trustees shall be held immediately after and at the same place as the annual
meeting of shareholders, no notice other than this Bylaw being necessary. The
Trustees may provide, by resolution, the time and place, either within or
without the State of Maryland, for the holding of regular meetings of the
Trustees without other notice than such resolution.

          Section 3.  SPECIAL MEETINGS. Special meetings of the Trustees may
be called by or at the request of the president or by a majority of the
Trustees then in office. The person or persons authorized to call special
meetings of the Trustees may fix any place, either within or without the
State of Maryland, as the place for holding any special meeting of the
Trustees called by them.

          Section 4.  NOTICE. Notice of any special meeting shall be given by
written notice delivered personally, telegraphed or mailed to each Trustee at
his business or residence address. Personally delivered 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 Trustees need be stated in
the notice, unless specifically required by statute or these Bylaws.

          Section 5.  QUORUM. A majority of the Trustees shall constitute a
quorum for transaction of business at any meeting of the Trustees, provided
that, if less than a majority of such Trustees are present at said meeting, a
majority of the Trustees present may adjourn the meeting from time to time
without further notice, and provided further that if, pursuant to the
Declaration of Trust or these Bylaws, the vote of a majority of a particular
group of Trustees is required for action, a quorum must also include a
majority of such group.

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

          Section 6.  VOTING. The action of the majority of the Trustees
present at a meeting at which a quorum is present shall be the action of the
Trustees, unless the concurrence of a greater proportion is required for such
action by applicable statute.

          Section 7.  TELEPHONE MEETINGS. Trustees 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 8.   INFORMAL ACTION BY TRUSTEES. Any action required or
permitted to be taken at any meeting of the Trustees may be taken without a
meeting, if a consent in writing to such action is signed by each Trustee and
such written consent is filed with the minutes of proceedings of the
Trustees.

          Section 9.   VACANCIES. If for any reason any or all the Trustees
cease to be Trustees, such event shall not terminate the Trust or affect
these Bylaws or the powers of the remaining Trustees hereunder (even if fewer
than three Trustees remain). Any vacancy (including a vacancy created by an
increase in the number of Trustees) shall be filled, at any regular meeting
or at any special meeting called for that purpose, by a majority of the
Trustees. Any individual so elected as Trustee shall hold office for the
unexpired term of the Trustee he is replacing.

          Section 10. COMPENSATION. Trustees shall not receive any stated
salary for their services as Trustees but, by resolution of the Trustees,
fixed sums per year and/or per meeting. Expenses of attendance, if any, may
be allowed to Trustees for attendance at each annual, regular or special
meeting of the Trustees or of any committee thereof; but nothing herein
contained shall be construed to preclude any Trustees from serving the Trust
in any other capacity and receiving compensation therefor.

          Section 11. REMOVAL OF TRUSTEES. The shareholders may, at any time,
remove any Trustee in the manner provided in the Declaration of Trust.

          Section 12. LOSS OF DEPOSITS. No Trustee 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 shares
have been deposited.

          Section 13. SURETY BONDS. Unless required by law, no Trustee shall
be obligated to give any bond or surety or other security for the performance
of any of his duties.

          Section 14. RELIANCE. Each Trustee, officer, employee and agent of
the Trust shall, in the performance of his duties with respect to the Trust,
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
Trust, upon an opinion of counsel or upon reports made to the Trust by any of
its officers or employees or by the adviser, accountants, appraisers or other
experts or consultants selected by the Trustees or officers of-the Trust,
regardless of whether such counsel or expert may also be a Trustee.

          Section 15. CERTAIN RIGHTS OF TRUSTEES, OFFICERS, EMPLOYEES AND
AGENTS. The Trustees shall have no responsibility to devote their full time
to the affairs of the Trust. Any Trustee or officer, employee or agent of the
Trust, 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 Trust.


                                 ARTICLE IV

                                 COMMITTEES

          Section 1.  NUMBER. TENURE AND QUALIFICATIONS. The Trustees may
appoint from among its members an Executive Committee, an Audit Committee and
other committees, composed of two or more Trustees, to serve at the pleasure
of the Trustees.

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

          Section 16   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 Trustee to act in the place of such
absent member.

          Section 4.  TELEPHONE MEETINGS. Members of a committee of the
Trustees 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 Trustees 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 Trust may
consist of a chairman of the board, a vice chairman of the board, a
president, one or more vice presidents, a treasurer, one or more assistant
treasurers, a secretary, and one or more assistant secretaries. In addition,
the Trustees 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 Trust shall be elected annually by the Trustees at the first meeting of
the Trustees held after each annual meeting of shareholders. 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 their
discretion, the Trustees 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 Trust and such officer or agent.

          Section 2.  REMOVAL AND RESIGNATION. Any officer or agent of the
Trust may be removed by the Trustees if in their judgment the best interests
of the Trust 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 Trust may resign at any time by
giving written notice of his resignation to the Trustees, the chairman of the
board, 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.

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

          Section 4.   CHIEF EXECUTIVE OFFICER. The Trustees may designate a
chief executive officer from among the elected officers. The chief executive
officer shall have responsibility for implementation of the policies of the
Trust, as determined by the Trustees, and for the administration of the
business affairs of the Trust.

          Section 5.  CHIEF OPERATING OFFICER. The Trustees may designate a
chief operating officer from among the elected officers. Said officer will
have the responsibilities and duties as set forth by the Trustees or the
chief executive officer.

          Section 6.  CHIEF FINANCIAL OFFICER. The Trustees may designate a
chief financial officer from among the elected officers. Said officer will
have the responsibilities and duties as set forth by the Trustees or the
chief executive officer.

          Section 7.   CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. In the
absence of the president, the chairman of the board shall preside over the
meetings of the Trustees and of the shareholders at which he shall be
present. In the absence of both the president and the chairman of the board,
the vice chairman of the board shall preside at such meetings at which he
shall be present. The chairman of the board and the vice chairman of the
board shall perform such other duties as may be assigned to him or them by
the Trustees.

          Section 8.  PRESIDENT. The president shall preside over the
meetings of the Trustees and of the shareholders at which he shall be present
and shall in general supervise and control all of the business and affairs of
the Trust. In the absence of a designation of a chief executive officer by
the Trustees, the president shall be the chief executive officer and shall be
ex officio a member of all committees that may, from time to time, be
constituted by the Trustees. He may execute any deed, mortgage, bond,
contract or other instrument, except in cases where the execution thereof
shall be expressly delegated by the Trustees or by these Bylaws to some other
officer or agent of the Trust 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 Trustees 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
Trustees. The Trustees 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 shareholders, the Trustees and committees of the
Trustees 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 Trust; (d) keep a register of the post office address of each shareholder
which shall be furnished to the secretary by such shareholder; (e) have
general charge of the share transfer books of the Trust; and (f) in general
perform such other duties as from time to time may be assigned to him by the
president or by the Trustees.

          Section 11. TREASURER. The treasurer shall have the custody of the
funds and securities of the Trust and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the Trust and shall
deposit all moneys and other valuable effects in the name and to the credit
of the Trust in such depositories as may be designated by the Trustees.

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

                      If required by the Trustees, he shall give the Trust a
bond in such sum and with such surety or sureties as shall be satisfactory to
the Trustees for the faithful performance of the duties of his office and for
the restoration to the Trust, 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 Trust.

          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 Trustees. The assistant treasurers
shall, if required by the Trustees, give bonds for the faithful performance
of their duties in such sums and with such surety or sureties as shall be
satisfactory to the Trustees.

          Section 13. SALARIES. The salaries of the officers shall be fixed
from time to time by the Trustees and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Trustee.

                                 ARTICLE VI

                    CONTRACTS, LOANS, CHECKS AND DEPOSITS

          Section 1.  CONTRACTS. The Trustees 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 Trust 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 Trustees or by an authorized person
shall be valid and binding upon the Trustees and upon the Trust when
authorized or ratified by action of the Trustees.

          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 Trust shall be signed by such officer or officers, agent or
agents of the Trust and in such manner as shall from time to time be
determined by the Trustees.

          Section 3.  DEPOSITS. All funds of the Trust not otherwise employed
shall be deposited from time to time to the credit of the Trust in such
banks, trust companies or other depositories as the Trustees may designate.


                                 ARTICLE VII

                                   SHARES

          Section 1.  CERTIFICATES. Each shareholder shall be entitled to a
certificate or certificates which shall represent and certify the number of
shares of each class of beneficial interests held by him in the Trust. Each
certificate shall be signed by 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 Trust. 
The signatures may be
either manual or facsimile. Certificates shall be consecutively numbered; and
if the Trust shall, from time to time, issue several classes of shares, 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 Trust, 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 Trust may set forth upon the face or back of the certificate
a statement that the Trust will furnish to any shareholder, upon request and
without charge, a full statement of such information.

          Section 2.  TRANSFERS. Certificates shall be treated as negotiable
and title thereto and to the shares they represent shall be transferred by
delivery thereof to the same extent as those of a Maryland stock corporation.
Upon surrender to the Trust or the transfer agent of the Trust of a share
certificate duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, the Trust shall issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

                      The Trust shall be entitled to treat the holder of
record of any share or shares 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.

          Section 3.  LOST CERTIFICATE. The Trustees may direct a new
certificate to be issued in place of any certificate previously issued by the
Trust 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
Trustees may, in their 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
Trust 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
Trustees may set, in advance, a record date for the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders,
or shareholders entitled to receive payment of any dividend or the allotment
of any other rights, or in order to make a determination of shareholders 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 shareholders not less than ten
days, before the date on which the meeting or particular action requiring
such determination of shareholders is to be held or taken.

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

                      If no record date is fixed and the share transfer books
are not closed for the determination of shareholders, (a) the record date for
the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders 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 shareholders 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 shareholders entitled to vote
at any meeting of shareholders 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 Trust 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 shareholder and the number of shares of each class held by such
shareholder.

          Section 6.   FRACTIONAL SHARES; ISSUANCE OF UNITS. The Trustees may
issue fractional shares 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 Declaration or these Bylaws, the Trustees may issue
units consisting of different securities of the Trust. Any security issued in
a unit shall have the same characteristics as any identical securities issued
by the Trust, except that the Trustees may provide that for a specified
period securities of the Trust issued in such unit may be transferred on the
books of the Trust only in such unit.


                                ARTICLE VIII

                               ACCOUNTING YEAR

          The Trustees shall have the power, from time to time, to fix the
fiscal year of the Trust by a duly adopted resolution.


                                 ARTICLE IX 

                                  DIVIDENDS

          Section 1.  DECLARATION. Dividends upon the shares of the Trust may
be declared by the Trustees, subject to the provisions of law and the
Declaration of Trust. Dividends may be paid in cash, property or shares of
the Trust, subject to the provisions of law and the Declaration.

          Section 2.  CONTINGENCIES. Before payment of any dividends, there
may be set aside out of any funds of the Trust available for dividends such
sum or sums as the Trustees 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 Trust or for such
other purpose as the Trustees shall determine to be in the best interest of
the Trust, and the Trustees may modify or abolish any such reserve in the
manner in which it was created.

                                 ARTICLE X 

                                    SEAL

          Section 1.  SEAL. The Trustees may authorize the adoption of a seal
by the Trust. The seal shall have inscribed thereon the name of the Trust and
the year of its organization. The Trustees may authorize one or more
duplicate seals and provide for the custody thereof.

          Section 2.  AFFIXING SEAL. Whenever the Trust 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 Trust.


                                 ARTICLE XI

                               INDEMNIFICATION

          To the maximum extent permitted by Maryland law in effect from time
to time, the Trust, without requiring a preliminary determination of the
ultimate entitlement to indemnification, shall indemnify (a) any Trustee,
officer or shareholder or any former Trustee, officer or shareholder
(including among the foregoing, for all purposes of this Article XI and
without limitation, any individual who, while a Trustee and at the request of
the Trust, 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), who has been successful,
on the merits or otherwise, in the defense of a proceeding to which he was
made a party by reason of such status, against reasonable expenses incurred
by him in connection with the proceeding, (b) any Trustee or officer or any
former Trustee or officer against any claim or liability to which he may
become subject by reason of such status unless it is established that (i) his
act or omission was committed in bad faith or was the result of active and
deliberate dishonesty, (ii) he actually received an improper personal benefit
in money, property or services or (iii) in the case of a criminal proceeding,
he had reasonable cause to believe that his act or omission was unlawful and
(c) each shareholder or former shareholder against any claim or liability to
which he may become subject by reason of his status as a shareholder or
former shareholder. In addition, the Trust shall pay or reimburse, in advance
of final disposition of a proceeding, reasonable expenses incurred by a
Trustee, officer or shareholder or former Trustee, officer or shareholder
made a party to a proceeding by reason of his status as a Trustee, officer or
shareholder provided that, in the case of a Trustee or officer, the Trust
shall have received (i) a written affirmation by the Trustee or officer of
his good faith belief that he has met the applicable standard of conduct
necessary for indemnification by the Trust as authorized by these Bylaws and
(ii) a written undertaking by or on his behalf to repay the amount paid or
reimbursed by the Trust if it shall ultimately be determined that the
applicable standard of conduct was not met. The Trust may, with the approval
of its Trustees, provide such indemnification and payment or reimbursement of
expenses to any Trustee, officer or shareholder or any former Trustee,
officer or shareholder who served a predecessor of the Trust and to any
employee or agent of the Trust or a predecessor of the Trust. Neither the
amendment nor repeal of this Section, nor the adoption or amendment of any
other provision of the Declaration of Trust or these Bylaws inconsistent with
this Section, shall apply to or affect in any respect the applicability of
this paragraph with respect to any act or failure to act which occurred prior
to such amendment, repeal or adoption. Any indemnification or payment or
reimbursement of the expenses permitted by these Bylaws shall be furnished in
accordance with the procedures provided for indemnification and payment or
reimbursement of expenses under Section 2-418 of the Maryland General
Corporation Law (the "MGCL") for directors of Maryland corporations. The
Trust may provide to Trustees, officers and shareholders such other and
further indemnification or payment or reimbursement of expenses as may be
permitted by the MGCL, as in effect from time to time, for directors of
Maryland corporations.


                                 ARTICLE XII

                              WAIVER OF NOTICE

          Whenever any notice is required to be given pursuant to the
Declaration of Trust or 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 XIII

                             AMENDMENT OF BYLAWS

     The Trustees shall have the exclusive power to adopt, alter or repeal
any provision of these Bylaws and to make new Bylaws; provided, however, that
any amendment to or repeal of the following provisions of these Bylaws shall
require the affirmative vote of two-thirds of the entire Board of Trustees:

     Article II, Section 3.   -    Special Meetings
     Article II, Section 12.  -    Nominations and Shareholder Business
     Article XII              -    Indemnification
     Article XIII             -    Amendment of Bylaws