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                                                                     EXHIBIT 3.4

                         EQUITY OFFICE PROPERTIES TRUST

                             ARTICLES SUPPLEMENTARY

                     ESTABLISHING AND FIXING THE RIGHTS AND
                   PREFERENCES OF A SERIES OF PREFERRED SHARES

         Equity Office Properties Trust, a Maryland real estate investment trust
(the "Trust"), certifies to the State Department of Assessments and Taxation of
Maryland that:

         FIRST: Under a power contained in Article VI of the Trust's Articles of
Amendment and Restatement of Declaration of Trust (the "Declaration of Trust")
the Board of Trustees (the "Board") classified and designated 4,600,000
Preferred Shares (as defined in the Declaration of Trust) as 8 5/8% Series C
Cumulative Redeemable Preferred Shares of Beneficial Interestc, with the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to distributions, qualifications and terms and conditions of
redemption of shares as follows:

(1) Designation and Number. A series of Preferred Shares, designated the "8 5/8%
Series C Cumulative Redeemable Preferred Shares of Beneficial Interest" (the
"Series C Preferred Shares"), is hereby established. The number of Series C
Preferred Shares shall be 4,600,000.

(2) Rank. The Series C Preferred Shares will, with respect to distribution
rights and rights upon liquidation, dissolution or winding up of the Trust, rank
(a) senior to all classes or series of Common Shares (as defined in the
Declaration of Trust), and to all equity securities the terms of which provide
that such equity securities shall rank junior to such Series C Preferred Shares;
(b) on a parity with all equity securities issued by the Trust, including the
Series A Cumulative Preferred Shares and the Series B Convertible, Cumulative
Preferred Shares classified and designated pursuant to resolutions adopted by
the Board on November 13, 1997 and February 13, 1998, respectively, other than
those equity securities referred to in clauses (a) and (c); and (c) junior to
all equity securities issued by the Trust which rank senior to the Series C
Preferred Shares in accordance with Section 6(d). The term "equity securities"
shall not include convertible debt securities.

(3) Distributions.

         (a) Holders of Series C Preferred Shares shall be entitled to receive,
when and as authorized by the Board, out of funds legally available for the
payment of distributions, cumulative preferential cash distributions at the rate
of 8 5/8% of the $25.00 liquidation preference per annum (equivalent to a fixed
annual amount of $2.15625 per share). Such distributions shall accumulate on a
daily basis and be cumulative from December 8, 1998 and shall be payable
quarterly in equal amounts in arrears on the 15th day of March, June, September
and December of each year or, if not a business day, the next succeeding
business day, commencing March 15, 1999 (each a "Distribution Payment Date").
Any distribution payable on the Series C Preferred Shares for any partial
distribution period shall be prorated and computed on the basis of a 360-day
year consisting of twelve 30-day months. Distributions shall be payable to
holders of record as they appear in the share records of the Trust at the close
of business on the applicable record date, which shall be the first day






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of the calendar month in which the applicable Distribution Payment Date falls or
such other date designated by the Board for the payment of distributions that is
not more than 30 nor less than 10 days prior to such Distribution Payment Date
(each, a "Distribution Record Date").

         (b) No distribution on the Series C Preferred Shares shall be
authorized by the Board or paid or set apart for payment by the Trust at such
time as the terms and provisions of any agreement of the Trust, including any
agreement relating to its indebtedness, prohibits such declaration, payment or
setting apart for payment or provides that such declaration, payment or setting
apart for payment would constitute a breach thereof, or a default thereunder, or
if such declaration or payment shall be restricted or prohibited by law.

         (c) Notwithstanding anything to the contrary contained herein,
distributions on the Series C Preferred Shares shall accumulate whether or not
the restrictions referred to in clause (b) exist, whether or not the Trust has
earnings, whether or not there are funds legally available for the payment of
such distributions and whether or not such distributions are authorized.
Accumulated but unpaid distributions on the Series C Preferred Shares will
accumulate as of the Distribution Payment Date on which they first become
payable or on the date of redemption, as the case may be.

         (d) If any Series C Preferred Shares are outstanding, no full
distributions will be authorized or paid or set apart for payment on any equity
securities of the Trust of any other class or series ranking, as to
distributions, on a parity with or junior to the Series C Preferred Shares
unless full cumulative distributions have been or contemporaneously are
authorized and paid or authorized and a sum sufficient for the payment thereof
set apart for such payment on the Series C Preferred Shares for all past
distribution periods and the then current distribution period. When
distributions are not paid in full (or a sum sufficient for such full payment is
not so set apart) upon the Series C Preferred Shares and all other equity
securities ranking on a parity, as to distributions, with the Series C Preferred
Shares, all distributions authorized upon the Series C Preferred Shares and all
other equity securities ranking on a parity, as to distributions, with the
Series C Preferred Shares shall be authorized pro rata so that the amount of
distributions authorized per Series C Preferred Share and each such other equity
security shall in all cases bear to each other the same ratio that accumulated
distributions per Series C Preferred Share and other equity security (which
shall not include any accumulation in respect of unpaid distributions for prior
distribution periods if such equity securities do not have a cumulative
distribution) bear to each other. No interest, or sum of money in lieu of
interest, shall be payable in respect of any distribution payment or payments on
Series C Preferred Shares which may be in arrears.

         (e) Except as provided in clause (d), unless full cumulative
distributions on the Series C Preferred Shares have been or contemporaneously
are authorized and paid or authorized and a sum sufficient for the payment
thereof is set apart for payment for all past distribution periods and the then
current distribution period, no distributions (other than in Common Shares or
other equity securities of the Trust ranking junior to the Series C Preferred
Shares as to distributions and upon liquidation) shall be authorized or paid or
set aside for payment nor shall any other distribution be authorized or made
upon the Common Shares or any other equity securities of the Trust ranking
junior to or on a parity with the Series C Preferred Shares as to distributions
or upon liquidation, nor shall any Common Shares or any other equity securities
of the Trust ranking junior to or on a parity with the Series C Preferred Shares
as to distributions or upon liquidation be redeemed, purchased or otherwise
acquired for any consideration (or any monies be paid to or made available for a
sinking fund for the redemption of any such equity securities) by the Trust
(except by conversion into or



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exchange for other equity securities of the Trust ranking junior to the Series C
Preferred Shares as to distributions and upon liquidation).

         (f) Holders of Series C Preferred Shares shall not be entitled to any
distribution, whether payable in cash, property or shares, in excess of full
cumulative distributions on the Series C Preferred Shares as described above.
Any distribution payment made on the Series C Preferred Shares shall first be
credited against the earliest accumulated but unpaid distribution due with
respect to such shares which remains payable.

         (g) In determining whether a distribution by dividend, redemption or
other acquisition of the Company's equity securities is permitted under Maryland
law, no effect shall be given to amounts that would be needed, if the Trust were
to be dissolved at the time of the distribution, to satisfy the preferential
rights upon dissolution of shareholders whose preferential rights on dissolution
are superior to those receiving the distribution.

(4) Liquidation Preference.

         (a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Trust (referred to herein sometimes as a
"liquidation"), the holders of Series C Preferred Shares then outstanding shall
be entitled to receive out of the assets of the Trust available for distribution
to shareholders (after payment or provision for payment of all debts and other
liabilities of the Trust) a liquidation preference in cash of $25.00 per share,
plus an amount equal to all accumulated and unpaid distributions to the date of
payment, before any distribution of assets is made to holders of Common Shares
or any other equity securities of the Trust that rank junior to the Series C
Preferred Shares as to liquidation rights.

         (b) If, upon any such voluntary or involuntary liquidation, dissolution
or winding up of the Trust, the assets of the Trust are insufficient to make
full payment to holders of Series C Preferred Shares and the corresponding
amounts payable on all shares of other classes or series of equity securities of
the Trust ranking on a parity with the Series C Preferred Shares as to
liquidation rights, then the holders of the Series C Preferred Shares and all
other such classes or series of equity securities shall share ratably in any
such distribution of assets in proportion to the full liquidating distributions
to which they would otherwise be respectively entitled.

         (c) Written notice of any such liquidation, dissolution or winding up
of the Trust, stating the payment date or dates when, and the place or places
where, the amounts distributable in such circumstances shall be payable, shall
be given by first class mail, postage pre-paid, not less than 30 nor more than
60 days prior to the payment date stated therein, to each record holder of the
Series C Preferred Shares at the respective addresses of such holders as the
same shall appear on the share transfer records of the Trust.

         (d) After payment of the full amount of the liquidating distributions
to which they are entitled, the holders of Series C Preferred Shares will have
no right or claim to any of the remaining assets of the Trust.

         (e) None of a consolidation or merger of the Trust with or into another
entity, a merger of another entity with or into the Trust, a statutory share
exchange by the Trust or a sale, lease, transfer or conveyance of all or
substantially all of the Trust's property or business shall be considered a
liquidation, dissolution or winding up of the Trust.



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(5) Redemption.

         (a) The Series C Preferred Shares are not redeemable prior to December
8, 2003. To ensure that the Trust remains qualified as a real estate investment
trust ("REIT") for federal income tax purposes, however, the Series C Preferred
Shares shall be subject to the provisions of Article VII of the Declaration of
Trust pursuant to which Series C Preferred Shares owned by a shareholder in
excess of the Ownership Limit (as defined in Article VII of the Declaration of
Trust) shall automatically be transferred to a Charitable Trust (as defined in
Article VII of the Declaration of Trust) and the Trust shall have the right to
purchase such shares, as provided in Article VII of the Declaration of Trust. On
or after December 8, 2003, the Trust, at its option, upon giving notice as
provided below, may redeem the Series C Preferred Shares, in whole or from time
to time in part, for cash, at a redemption price of $25.00 per share, plus all
accumulated and unpaid distributions on such Series C Preferred Shares to the
date of such redemption (the "Redemption Right").

         (b) The redemption price of the Series C Preferred Shares (other than
the portion thereof consisting of accumulated and unpaid distributions ) is
payable solely out of the sale proceeds of other equity securities of the Trust,
and from no other source. For purposes of the preceding sentence, "equity
securities" means any equity securities (including Common Shares and Preferred
Shares (as defined in the Declaration of Trust)), depositary shares, interests,
participations or other ownership interests (however designated) and any rights
(other than debt securities convertible into or exchangeable for equity
securities) or options to purchase any of the foregoing.

         (c) If fewer than all of the outstanding Series C Preferred Shares are
to be redeemed pursuant to the Redemption Right, the shares to be redeemed shall
be selected pro rata (as nearly as practicable without creating fractional
shares) or by lot or in such other equitable method prescribed by the Board. If
such redemption is to be by lot and, as a result of such redemption, any holder
of Series C Preferred Shares would become a holder of a number of Series C
Preferred Shares in excess of the Ownership Limit because such holder's Series C
Preferred Shares were not redeemed, or were only redeemed in part, then, except
as otherwise provided in the Declaration of Trust, the Trust will redeem the
requisite number of Series C Preferred Shares of such holder such that no holder
will hold in excess of the Ownership Limit subsequent to such redemption.

         (d) Notwithstanding anything to the contrary contained herein, unless
full cumulative distributions on all Series C Preferred Shares shall have been
or contemporaneously are authorized and paid or authorized and a sum sufficient
for the payment thereof set apart for payment for all past distribution periods
and the then current distribution period, no Series C Preferred Shares shall be
redeemed unless all outstanding Series C Preferred Shares are simultaneously
redeemed; provided, however, that the foregoing shall not prevent the purchase
by the Trust of Series C Preferred Shares pursuant to Article VII of the
Declaration of Trust or otherwise in order to ensure that the Trust remains
qualified as a REIT for Federal income tax purposes or the purchase or
acquisition of Series C Preferred Shares pursuant to a purchase or exchange
offer made on the same terms to holders of all Series C Preferred Shares. In
addition, unless full cumulative distributions on all Series C Preferred Shares
have been or contemporaneously are authorized and paid or authorized and a sum
sufficient for the payment thereof set apart for payment for all past
distributions periods and the then current distribution period, the Trust shall
not purchase or otherwise acquire directly or indirectly any Series C Preferred
Shares or any equity securities of the Trust ranking junior to or on a parity
with the Series C Preferred Shares as to distributions or upon liquidation
(except by conversion into or exchange for equity securities of the Trust
ranking junior to the Series C Preferred Shares as to distributions and upon
liquidation).



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         (e) Immediately prior to any redemption of Series C Preferred Shares,
the Trust shall pay, in cash, any accumulated and unpaid distributions through
the redemption date, unless a redemption date falls after a Distribution Record
Date and prior to the corresponding Distribution Payment Date, in which case
each holder of Series C Preferred Shares at the close of business on such
Distribution Record Date shall be entitled to the distribution payable on such
shares on the corresponding Distribution Payment Date notwithstanding the
redemption of such shares before Distribution Payment Date. Except as provided
above, the Trust will make no payment or allowance for unpaid distributions,
whether or not in arrears, on Series C Preferred Shares for which a notice of
redemption has been given.

         (f) The following provisions set forth the procedures for redemption.

             (i) Notice of redemption will be given by publication in a
newspaper of general circulation in the City of New York, such publication to be
made once a week for two successive weeks commencing not less than 30 nor more
than 60 days prior to the redemption date. A similar notice will be mailed by
the Trust, postage prepaid, no less than 30 nor more than 60 days prior to the
redemption date, addressed to the respective holders of record of the Series C
Preferred Shares to be redeemed at their respective addresses as they appear on
the share transfer records of the Trust. No failure to give such notice or any
defect thereto or in the mailing thereof shall affect the validity of the
proceedings for the redemption of any Series C Preferred Shares except as to the
holder to whom notice was defective or not given.

             (ii) In addition to any information required by law or by the
applicable rules of any exchange upon which the Series C Preferred Shares may be
listed or admitted to trading, such notice shall state: (A) the redemption date;
(B) the redemption price; (C) the number of Series C Preferred Shares to be
redeemed; (D) the place or places where the Series C Preferred Shares are to be
surrendered for payment of the redemption price; and (E) that distributions on
the Series C Preferred Shares to be redeemed will cease to accumulate on such
redemption date. If less than all of the Series C Preferred Shares held by any
holder are to be redeemed, the notice mailed to such holder shall also specify
the number of Series C Preferred Shares held by such holder to be redeemed.

             (iii) On or after the redemption date, each holder of Series C
Preferred Shares to be redeemed shall present and surrender the certificates
representing his Series C Preferred Shares to the Trust at the place designated
in the notice of redemption and thereupon the redemption price of such shares
(including all accumulated and unpaid distributions up to the redemption date)
shall be paid to or on the order of the person whose name appears on such
certificate representing Series C Preferred Shares as the owner thereof and each
surrendered certificate shall be canceled. If fewer than all the shares
represented by any such certificate representing Series C Preferred Shares are
to be redeemed, a new certificate shall be issued representing the unredeemed
shares.

             (iv) From and after the redemption date (unless the Trust defaults
in payment of the redemption price), all distributions on the Series C Preferred
Shares designated for redemption in such notice shall cease to accumulate and
all rights of the holders thereof, except the right to receive the redemption
price thereof (including all accumulated and unpaid distributions up to the
redemption date), shall cease and terminate and such shares shall not thereafter
be transferred (except with the consent of the Trust) on the Trust's share
transfer records, and such shares shall not be deemed to be outstanding for any
purpose whatsoever. At its election, the Trust, prior to a redemption date, may
irrevocably deposit the redemption price (including accumulated and unpaid
distributions to the redemption date) of the Series C Preferred Shares so called
for redemption in trust






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for the holders thereof with a bank or trust company, in which case the
redemption notice to holders of the Series C Preferred Shares to be redeemed
shall (A) state the date of such deposit, (B) specify the office of such bank or
trust company as the place of payment of the redemption price and (C) require
such holders to surrender the certificates representing such shares at such
place on or about the date fixed in such redemption notice (which may not be
later than the redemption date) against payment of the redemption price
(including all accumulated and unpaid distributions to the redemption date). Any
monies so deposited which remain unclaimed by the holders of the Series C
Preferred Shares at the end of two years after the redemption date shall be
returned by such bank or trust company to the Trust.

         (g) Any Series C Preferred Shares that shall at any time have been
redeemed shall, after such redemption, have the status of authorized but
unissued Preferred Shares, without designation as to series until such shares
are once more designated as part of a particular series by the Board.

(6) Voting Rights.

         (a) Holders of the Series C Preferred Shares will not have any voting
rights, except as set forth below or as otherwise from time to time required by
law.

         (b) Whenever distributions on any Series C Preferred Shares shall be in
arrears for six or more quarterly periods (whether or not consecutive) (a
"Preferred Distribution Default"), the holders of Series C Preferred Shares
(voting as a single class with all other equity securities upon which like
voting rights have been conferred and are exercisable ("Parity Preferred
Shares")) will be entitled to vote for the election of a total of two additional
trustees of the Trust (the "Preferred Share Trustees") at a special meeting
called by the holders of at least 10% of the outstanding Series C Preferred
Shares or the holders of at least 10% of any other series of Parity Preferred
Shares so in arrears (unless such request is received less than 90 days before
the date fixed for the next annual or special meeting of shareholders) or, if
the request for a special meeting is received by the Trust less than 90 days
before the date fixed for the next annual or special meeting of shareholders, at
the next annual meeting of shareholders, and at each subsequent annual meeting
until all distributions accumulated on the Series C Preferred Shares for the
past distribution periods and the then current distribution period shall have
been fully paid or authorized and a sum sufficient for the payment thereof set
aside for payment in full.

         (c) If and when all accumulated distributions and the distribution for
the then current distribution period on the Series C Preferred Shares shall have
been paid in full or set aside for payment in full, the holders of Series C
Preferred Shares shall be divested of the voting rights set forth in clause (b)
above (subject to revesting in the event of each and every Preferred
Distribution Default) and, if all accumulated distributions and the distribution
for the current distribution period have been paid in full or authorized by the
Board and set aside for payment in full on all other series of Parity Preferred
Shares upon which like voting rights have been conferred and are exercisable,
the term of office of each Preferred Share Trustee so elected shall terminate.
Any Preferred Share Trustee may be removed at any time with or without cause by
the vote of, and shall not be removed otherwise than by the vote of, the holders
of a majority of the outstanding Series C Preferred Shares when they have the
voting rights set forth in clause (b) above and all other series of Parity
Preferred Shares (voting as a single class). So long as a Preferred Distribution
Default shall continue, any vacancy in the office of a Preferred Share Trustee
may be filled by written consent of the Preferred Share Trustee remaining in
office, or if none remains in office, by a vote of the holders of a majority of
the outstanding Series C Preferred Shares when they have the voting rights set
forth in clause (b)





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above and all other series of Parity Preferred Shares (voting as a single
class). The Preferred Share Trustees shall each be entitled to one vote per
trustee on any matter.

         (d) So long as any Series C Preferred Shares remain outstanding, the
Trust shall not, without the affirmative vote of the holders of at least
two-thirds of the Series C Preferred Shares outstanding at the time, given in
person or by proxy, either in writing or at a meeting (such series voting
separately as a class), (i) authorize or create, or increase the authorized or
issued amount of, any class or series of equity securities ranking senior to the
Series C Preferred Shares with respect to payment of distributions or the
distribution of assets upon voluntary or involuntary liquidation, dissolution or
winding up of the Trust or reclassify any authorized equity securities of the
Trust into any such equity securities, or create, authorize or issue any
obligation or security convertible into or evidencing the right to purchase any
such equity securities; or (ii) amend, alter or repeal the provisions of the
Declaration of Trust (including these Articles Supplementary), whether by merger
or consolidation (in either case, an "Event") or otherwise, so as to materially
and adversely affect any right, preference, privilege or voting power of the
Series C Preferred Shares or the holders thereof; provided, however, that with
respect to the occurrence of any Event set forth in (ii) above, so long as
Series C Preferred Shares remain outstanding with the terms thereof materially
unchanged, taking into account that upon the occurrence of an Event, the Trust
may not be the surviving entity and such surviving entity may thereafter be the
issuer of the Series C Preferred Shares, the occurrence of any such Event shall
not be deemed to materially and adversely affect such rights, preferences,
privileges or voting powers of the holders of the Series C Preferred Shares; and
provided further that (x) any increase in the amount of the authorized Preferred
Shares or the creation or issuance of any other class or series of equity
securities, or (y) any increase in the amount of authorized Series C Preferred
Shares or any other class or series of equity securities, in each case ranking
on a parity with or junior to the Series C Preferred Shares with respect to
payment of distributions and the distribution of assets upon voluntary or
involuntary liquidation, dissolution or winding up of the Trust, shall not be
deemed to materially and adversely affect such rights, preferences, privileges
or voting powers.

         (e) The foregoing voting provisions shall not apply if, at or prior to
the time when the act with respect to which such vote would otherwise be
required shall be effected, all outstanding Series C Preferred Shares shall have
been redeemed or called for redemption upon proper notice and sufficient funds
shall have been deposited in trust to effect such redemption.

(7) Conversion. The Series C Preferred Shares are not convertible into or
exchangeable for any other property or securities of the Trust at the option of
holders thereof.

(8) Application of Article VII. The Series C Preferred Shares are subject to the
provisions of Article VII of the Declaration of Trust at the option of holders
thereof.

         SECOND: The Series C Preferred Shares have been classified and
designated by the Board under the authority contained in the Declaration of
Trust.

         THIRD: These Articles Supplementary have been approved by the Board in
the manner and by the vote required by law.

         FOURTH: These Articles Supplementary shall be effective at the time the
State Department of Assessments and Taxation of Maryland accepts these Articles
Supplementary for record.




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         FIFTH: The undersigned President of the Trust acknowledges these
Articles Supplementary to be the act of the Trust and, as to all matters or
facts required to be verified under oath, the undersigned President acknowledges
that to the best of his knowledge, information and belief, these matters and
facts are true in all material respects and that this statement is made under
the penalties for perjury.

                                    * * * * *



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         IN WITNESS WHEREOF, the Trust has caused these Articles Supplementary
to be executed under seal in its name and on its behalf by its President and
attested to by its Secretary on this ___ day of _________, 1998.



                         EQUITY OFFICE PROPERTIES TRUST



                           By: /s/ Timothy H. Callahan
                               -----------------------------------------------
                               Timothy H. Callahan
                               President and Chief Executive Officer

[SEAL]

ATTEST:



/s/ Stanley M. Stevens
----------------------------------
Stanley M. Stevens, Secretary





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