exv4w2



 




Exhibit 4.2





	FULLY-PAID AND NON-ASSESSABLE COMMON SHARES OF BENEFICIAL INTEREST PAR VALUE 8.001 OF




	First Potomac Reality Trust, transferable on the books of the Trust by the
holder herself in person in by duly authorised attorney, upon surrender of this
certificate properly enclosed. this certificate and the shares requested hereby
are issued and shall be whole subject to all of the provisions of the
Declarations of Trust of the Trust and any amendments thereto. This
certificates is not valid until consignment and resigned by the transfer agent
and Registers.




	Witness the provide signatures of the draft authorised officers of the Trust




	Dated:






 









 









FIRST POTOMAC REALTY TRUST




     The Trust will furnish to any shareholder upon request and without
charge a full statement of the designations, preferences, conversion
and other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption of shares of each class authorized to be issued and, with respect to the classes of shares
which may be issued in series, the differences in the relative rights
and preferences between the shares of each series, to the extent they
have been set. Such request may be made to the Secretary of the Trust
at its principal office or to the Transfer Agent.



     The securities represented by this certificate are subject to
restrictions on ownership and transfer contained in the Declaration of
Trust of the
Trust for the purpose of the Trust’s maintenance of its status as
a real estate investment trust under the internal Revenue Code of
1986, as
amended. A copy of the Declaration of Trust and information about the
restrictions in affect will be furnished by the Trust to any holder of
this
certificate upon request and without charge. All capitalized terms in
this legend have the meanings defined in the Declaration of Trust of
the Trust.
If the restrictions on ownership or transfer are violated, the
securities represented hereby will be designated and treated as Shares
which
will be held in the Charitable Trust by the Trust.



     The following abbreviations, when used in the inscription on the
face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:



	 	 	 	 	 	 	 	 	 	 	 	 
	TEN COM

	 	—	as tenants in common
	 	UNIF GIFT/TRANS MIN ACT-
	 	                    
                    
	 	Custodian
	 	                    
                    

	TEN ENT

	 	—	as tenants by the entireties
	 	 	 	(Cust)
	 	 	 	(Minor)
	JT TEN	 	—	as joint tenants with right of	 	 	 	under Uniform
Gifts/Transfers to Minors Act
	 	 	 	survivorship and not as tenants	 	 	 	

	 	 	 	in common	 	 	 	(state)







Additional abbreviations may also be used though not in the above list.




FOR VALUE RECEIVED,                      HEREBY SELL ASSIGN AND TRANSFER UNTO




	 	 	 
	PLEASE INSERT SOCIAL SECURITY OR OTHER

	 	 
	IDENTIFYING NUMBER OF ASSIGNEE
	 	 
	

	 	 
	 
	 	 
	

	 	 







	 
	


	(Please Print or Typewrite Name and Address, including Zip Code, of Assignee)








	 
	


	shares of the shares represented by the within Certificate, and do hereby irrevocably constitute and appoint

	 

	


	Attorney to transfer the said shares on the books of the within named Trust with full power of substitution in the premises.








	 	 	 	 	 
	Dated
	 	 	 	 
	

	 	

	 	

	

	 	 	 	NOTICE: The Signature To this
Assignment Must Correspond With The Name As Written Upon
The Face Of The Certificate In Every Particular, Without Alteration
Or Enlargement Or Any Change Whatever.







	 	 	 	 	 
	 

	 	SIGNATURE(S) GUARANTEED:	 	 
	

	 	 	 	

	

	 	 	 	THE SIGNATURE(S) MUST BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM). PURSUANT TO S.E.C. RULE 17Ad-15.







KEEP THIS CERTIFICATE IN A
SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE TRUST WILL REQUIRE A BOND OF INDEMNITY
AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.