|**EXHIBIT
      3.3**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|**SECOND
      AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|THIS
      SECOND AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT (this Second Amendment)
      is entered into as of September 13, 2003, by Arden Realty, Inc., a Maryland
      corporation (General Partner), in its capacity as the sole general
      partner of Arden Realty Limited Partnership, a Maryland limited partnership
      (the Partnership).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|**RECITALS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|WHEREAS,
      the Partnership was formed pursuant to an Agreement of Limited Partnership
      dated May 20, 1996, as amended and restated on October 9, 1996 by that certain
      Amended and Restated Agreement of Limited Partnership, as amended and restated
      again on September 7, 1999 by that certain Second Amended and Restated Agreement
      of Limited Partnership, and amended on July 24, 2000 by that certain Admission
      of New Partners and Amendment to Limited Partnership Agreement (collectively,
      the Partnership Agreement). All capitalized terms contained
      herein, unless otherwise defined herein, shall have the meanings provided
      in the Partnership Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|WHEREAS,
      Section 7.3.C(3) of the Partnership Agreement provides that the General
      Partner has the exclusive power to amend the Partnership Agreement to reflect
      a change that is of an inconsequential nature and does not adversely affect
      the Limited Partners in any material respect; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|WHEREAS, the General Partner,
      acting pursuant to Section 7.3.C(3), desires to further amend the Partnership
      Agreement by this Second Amendment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|NOW,
      THEREFORE, the General Partner hereby amends the Partnership Agreement as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|1.
            Section 8.6.B of the Partnership Agreement
      is deleted in its entirety and is replaced by the following new Section
      8.6.B:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|B.
         Notwithstanding Section 8.6.A above, if a Limited Partner has
      delivered to the General Partner a Notice of Redemption, then the Partnership
      may, in its sole and absolute discretion (subject to the limitations on
      ownership and transfer of REIT Shares set forth in the Charter), elect to
      cause the General Partner to acquire some or all of the Tendered Units from
      the Tendering Partner in exchange for the REIT Shares Amount (as of the
      Specified Redemption Date) and, if the Partnership so elects, the Tendering
      Partner shall sell the Tendered Units to the General Partner in exchange
      for the REIT Shares Amount, and the General Partner shall sell the REIT
      Shares Amount to the Tendering Partner in exchange for the Tendered Units.
      In such event, the Tendering Partner shall have no right to cause the Partnership
      to redeem such Tendered Units. The Partnership shall promptly give such
      Tendering Partner written notice of its election, and the Tendering Partner
      may elect to withdraw its redemption request at any time prior to the acceptance
      of the cash or REIT Shares Amount by such Tendering Partner.
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|2.
            In the event of any conflict between
      the Partnership Agreement and this Second Amendment, the provisions of this
      Second Amendment shall supersede any and all conflicting or different provisions
      contained within the Partnership Agreement. Except as expressly amended
      by this Second Amendment, the Partnership Agreement shall continue in full
      force and effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|3.
            This Second Amendment shall be construed
      in accordance with the laws of State of Maryland, without regard to the
      principles of conflicts of law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|IN
      WITNESS WHEREOF, the General Partner in its capacity as the sole general
      partner of the Partnership has executed and delivered this Second Amendment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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