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Exhibit 4.4    
  


 
 

AMENDMENT NO. 3 TO
  SHAREHOLDER RIGHTS AGREEMENT    
  


        This Amendment, dated as of June 27, 2002 (the "Amendment"), to the Shareholder Rights Agreement, dated as of June 19, 1999 (as amended on
August 31, 2000 and September 11, 2001, the "Rights Agreement"), is by and between Burnham Pacific Properties, Inc., a Maryland corporation (the "Company"), and EquiServe Trust
Company, N.A. (as successor to First Chicago Trust Company of New York, the "Rights Agent"). Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective
meanings ascribed to them in the Rights Agreement. 


W I T N E S S E T H



        WHEREAS,
pursuant to the Company's Plan of Complete Liquidation and Dissolution, the Company currently anticipates that on June 28, 2002 it will transfer its then remaining assets
to (and its then remaining liabilities will be assumed by) the Trustees of the BPP Liquidating Trust, and the Company will be dissolved; 



        WHEREAS,
the Company anticipates that June 27, 2002 will be the last day of trading of the Company's Common Stock on the New York Stock Exchange, and that the Company's stock
transfer books will be closed as of the close of business on such date; 


        WHEREAS,
Section 27 of the Rights Agreement provides that prior to the time at which any Person becomes an Acquiring Person, the Company and the Rights Agent shall, if the Board
of Directors of the Company so directs, supplement or amend any provision of the Rights Agreement as the Board of
Directors of the Company may deem necessary or desirable without the approval of any holders of certificates representing shares of the Common Stock of the Company; and 



        WHEREAS,
the Board of Directors has directed the Company and the Rights Agent to enter into this Amendment in order to advance the Final Expiration Date from June 19, 2009 to
June 27, 2002; 


        NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: 


Section 1.    Amendments
Relating to the Final Expiration Date. 



        (a)    Section 7(a)
of the Rights Agreement is hereby amended by deleting therefrom subclause (i) in its entirety and inserting in lieu thereof the following: 




	"(i)
	the
Close of Business on June 27, 2002 (the "Final Expiration Date"),". 





        (b)    Exhibit B
to the Rights Agreement entitled "[Form of Right Certificate]" is hereby amended by substituting the date "June 27, 2002"
for the date "June 19, 2009" in each instance in which the date "June 19, 2009" appears. 



Section 2.    Governing
Law.    This Amendment shall be deemed to be a contract made under the laws of the State of Maryland and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within Maryland. 


Section 3.    Counterparts.    This Amendment may be executed in any number of counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. 


        [Remainder
of Page Left Blank Intentionally] 


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        IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. 



	ATTEST:	 	BURNHAM PACIFIC PROPERTIES, INC.
	 	 	 	 	 	 	 
	By:	 	/s/  MICHAEL L. RUBIN      
 Name:  Michael L. Rubin	 	By:	 	/s/  DANIEL B. PLATT      
 Name:    Daniel B. Platt

Title:      Executive Vice President and

                  Chief Financial Officer
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	ATTEST:	 	EQUISERVE TRUST COMPANY, N.A.,

as Rights Agent
	 	 	 	 	 	 	 
	By:	 	/s/  SERGIO ARMANINI      
 Name:    Sergio Armanini	 	By:	 	/s/  KEVIN LAURITA      
 Name:  Kevin Laurita

Title:    Managing Director




        [SIGNATURE
PAGE TO AMENDMENT NO. 3 TO

SHAREHOLDER RIGHTS AGREEMENT] 


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Exhibit 4.4


AMENDMENT NO. 3 TO SHAREHOLDER RIGHTS AGREEMENT