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                                                                    Exhibit 3.2
                             AMENDED AND RESTATED BYLAWS

                                          OF

                               PRIME GROUP REALTY TRUST

                       A MARYLAND REAL ESTATE INVESTMENT TRUST


                                      ARTICLE I

                               OFFICES AND FISCAL YEAR

     Section 1.1.   REGISTERED OFFICE.  Prime Group Realty Trust (the
"Trust") shall maintain a registered office in the State of Maryland as
required by law.

     Section 1.2.   PRINCIPAL OFFICE.  The Trust also has a principal office
located at 77 West Wacker Drive, Suite 3900, Chicago, Illinois 60601,
telephone number 312/917-1500.

     Section 1.3.   OTHER OFFICES.  The Trust may also have offices other
than its principal office at such other places both within and without the
State of Maryland as the Board of Trustees may from time to time determine or
as the business of the Trust may require.

     Section 1.4.   FISCAL AND TAXABLE YEARS.  The fiscal and taxable years
of the Trust shall begin on January 1 and end on December 31.


                                      ARTICLE II

                               MEETINGS OF SHAREHOLDERS

     Section 2.1.   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 2.2.   ANNUAL MEETINGS. 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 each year beginning with the year 1998,
after the delivery of the annual report referred to in Section 2.14 of this
Article II, at a convenient location and on proper notice, on a date and at
the time set by the Trustees.  Failure to hold an annual meeting does not

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invalidate the Trust's existence or affect any otherwise valid acts of the
Trust.

     Section 2.3.   SPECIAL MEETINGS. The chairman of the Board of Trustees,
the president or the Board of Trustees may call special meetings of the
shareholders.  Special meetings of shareholders shall also be called by the
secretary upon the written request of the holders of shares entitled to cast
not less than a majority of all the votes entitled to be cast at such
meeting.  Such request shall state the purpose of such meeting and the
matters proposed to be acted on at such meeting.  The secretary shall inform
such shareholders of the reasonably estimated cost of preparing and mailing
notice of the meeting and, upon payment by such shareholders to the Trust of
such costs, the secretary shall give notice to each shareholder entitled to
notice of the meeting.  Each special meeting shall be held upon such date and
at such time and place either within or without the State of Maryland as
shall be designated by the person or persons calling such special meeting at
least ten (10) days prior to the special meeting.

     Section 2.4.   NOTICE OF MEETING.  Not less than ten (10) nor more than
ninety (90) days before such 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 any 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 its 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 its post
office address which appears in the records of the Trust, with postage
thereon prepaid.

     Section 2.5.   SCOPE OF NOTICE.  Any business of the Trust may be
transacted at an annual meeting of shareholders without being specifically
designated in such notice, except such business as is required by any 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 2.6.   ORGANIZATION.  Meetings of shareholders shall be presided
over by the chairman of the Board of Trustees, if any, or in his or her
absence one of the following officers present shall conduct the meeting in
the order stated:  the president; the vice presidents in their order of rank
and seniority; or a chairman chosen by the shareholders entitled to cast a
majority of the votes which all shareholders present in person or by proxy
are entitled to cast.  The secretary, or, in his or her absence, an assistant

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secretary, or in the absence of both the secretary and assistant secretaries,
a person appointed by the chairman, shall act as secretary.

     Section 2.7.   QUORUM.  Unless otherwise provided by law or the Articles
of Amendment and Restatement of Declaration of Trust of the Trust (the
"Declaration of Trust"), at each meeting of shareholders, the presence in
person or representation by proxy of the holders entitled to cast a majority
of all the votes entitled to be cast at such meeting shall constitute a
quorum for the transaction of business.  In the absence of a quorum, the
shareholders so present and represented may, by vote of the holders of a
majority of the shares of the Trust so present and represented, adjourn the
meeting from time to time until a quorum shall attend, and Section 2.8 of
these Bylaws shall apply to each such adjournment.

     Section 2.8.   ADJOURNMENTS.  Any meeting of shareholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting, the Trust may transact any business which
might have been transacted at the original meeting.  If the adjournment is
for more than thirty (30) days, or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each shareholder of record entitled to vote at the meeting.

     Section 2.9.   VOTING. Subject to the provisions of the Declaration of
Trust, 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. 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 herein or by statute or by the
Declaration of Trust.  Unless otherwise provided in the Declaration of Trust,
each share shall be entitled to one vote on each matter submitted to a vote
at a meeting of shareholders. Shareholders will have no right to cumulative
voting for the election of Trustees.

     Section 2.10.  PROXIES.  A shareholder may cast the votes entitled to be
cast due to the shares owned of record by him or her either in person or by a
proxy, executed in writing by the shareholder or by his or her duly
authorized agent.  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
(11)


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months from the date of its execution, unless otherwise provided in the proxy.

     Section 2.11.  FIXING DATE FOR DETERMINATION OF SHAREHOLDERS OF RECORD.
In order that the Trust may determine the shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof or
entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of Common Shares or for the purpose of any
other lawful action, the Board of Trustees may fix, in advance, a record
date, which shall not be (i) more than ninety (90) nor less than ten (10)
days before the date of such meeting nor (ii) more than ninety (90) days
prior to any other action.  If no record date is fixed:  (a) the record date
for determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day next preceding the
day on which notice is given or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held; and
(b) the record date for determining shareholders for any other purpose shall
be at the close of business on the day on which the Board of Trustees adopts
the resolution relating thereto.  A determination of shareholders of record
entitled to notice of or to vote at a meeting of shareholders shall apply to
any adjournment of the meeting; PROVIDED, HOWEVER, that the Board of Trustees
may fix a new record date for the adjourned meeting.

     Section 2.12.    VOTING OF SHARES BY CERTAIN HOLDERS.  Any shares
registered in the name of a corporation, partnership, trust or other entity,
if entitled to be voted, may be voted by the president, 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
governing board of such corporation or other entity or agreement of the
partners of the partnership presents a certified copy of such bylaw,
resolution or agreement, 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.


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     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 contained in 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.  This Section 2.12 may be repealed, in
whole or in part, at any time.

     Section 2.13.    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 meetings.  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
her, 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 2.14.    REPORTS TO SHAREHOLDERS.

          (a)  The Trustees shall submit to the shareholders at or before the
annual meeting of shareholders a report of the business and operations of the
Trust during such fiscal year, containing a


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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.  Within the earlier of
twenty (20) days after the annual meeting of shareholders or one hundred and
twenty (120) days after the end of the fiscal year of the Trust, the Trustees
shall place the annual report on file at the principal office of the Trust
and with any governmental agencies as may be required by law and as the
Trustees may deem appropriate.

          (b)  Not later than forty-five (45) days after the end of each of
the first three (3) 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 2.15.    LIST OF SHAREHOLDERS ENTITLED TO VOTE.  The Secretary
shall make, at least ten (10) days before every meeting of shareholders, a
complete list of the shareholders entitled to vote at the meeting, arranged
in alphabetical order, and showing the address of each shareholder and the
number of Common Shares registered in the name of each shareholder.  Such
list shall be open to the examination of any Shareholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at
least ten (10) days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice
of the meeting, or, if not so specified, at the place where the meeting is to
be held.  The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
shareholder who is present.

     Section 2.16.    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 both at the time
of giving of notice provided for in this Section 2.16 and at the time of the
annual meeting, who is entitled to vote at the meeting and who complied with
the notice procedures set forth in this Section 2.16.


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               (2)  For nominations or other business to be properly brought
before an annual meeting by a shareholder pursuant to clause (iii) of
paragraph (a)(1) of this Section 2.16, the shareholder must have given timely
notice thereof in writing to the Secretary of the Trust and such other
business must otherwise be a proper matter for action by shareholders.  To be
timely, a shareholder's notice shall be delivered to the Secretary at the
principal executive offices of the Trust not later than the close of business
on the 60th day nor earlier than the close of business on the 90th day 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 thirty (30) days or delayed by more than sixty (60) days from such
anniversary date or if the Trust has not previously held an annual meeting,
notice by the shareholder to be timely must be so delivered not earlier than
the close of business on 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 by the Trust.  In no
event shall the public announcement of a postponement or adjournment of an
annual meeting to a later date or time commence a new time period for the
giving of a shareholder's notice as described above.  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 Securities Exchange Act of 1934, as amended (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; (y) the name and address of
such beneficial owner; and (z) the number of each class of Common Shares of
the Trust which are ownd 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 2.16 to the contrary, in the event that the
number of Trustees to be elected to the Board of


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Trustees is increased and there is no public announcement by the Trust naming
all of the nominees for Trustee or specifying the size of the increased Board
of Trustees at least seventy (70) days prior to the first anniversary of the
preceding year's annual meeting, a shareholder's notice required by this
Section 2.16 shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it is 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)  SPECIAL MEETING 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 (i) pursuant to
the Trust's notice of the meeting, (ii) by or at the direction of the Board
of Trustees or (iii) provided that the Board of Trustees has determined that
Trustees shall be elected at such special meeting, by any shareholder of the
Trust who was a shareholder of record both at the time of giving of notice
provided for in this Section 2.16 and at the time of the special meeting, who
is entitled to vote at the meeting and who complied with the notice
procedures set forth in this Section 2.16.  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 containing the
information required by paragraph (a)(2) of this Section 2.16 shall be
delivered to the Secretary at the principal office of the Trust not earlier
than the close of business on 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.  In no event
shall the public announcement of a postponement or adjournment of a special
meeting to a later date or time commence a new time period for the giving of
a shareholder's notice as described above.

          (c)  GENERAL.

               (1)  Only such persons who are nominated in accordance with
the procedures set forth in this Section 2.16 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
procedures set forth in this


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     Section 2.16.  The chairman 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 or proposed, as the case may be, in accordance
with the procedures set forth in this Section 2.16 and, if any proposed
nomination or business is not in compliance with this Section 2.16, to
declare that such nomination or proposal shall be disregarded.

               (2)  For purposes of this Section 2.16, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones New Service,
Associated Press or comparable news service or in a document publicly filed by
the Trust with the Securities and Exchange Commission pursuant to Section 13,
14, or 15(d) of the Exchange Act.

               (3)  Notwithstanding the foregoing provisions of this Section
2.16, 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 2.16.  Nothing in this Section
2.16 shall be deemed to affect any rights of shareholder to request inclusion of
proposals in, nor any of the rights of the Trust to omit a proposal from, the
Trust's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

     Section 2.17.    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 2.18.    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.


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                                  ARTICLE III

                               BOARD OF TRUSTEES

     Section 3.1.   POWERS; QUALIFICATIONS.  Unless otherwise provided by law
or the Declaration of Trust, the business and affairs of the Trust shall be
managed by or under the direction of the Board of Trustees.  Unless otherwise
provided by the Declaration of Trust, Trustees need not be shareholders.  A
Trustee shall be an individual at least 21 years of age who is not under
legal disability.

     Section 3.2.   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 3.3    SPECIAL MEETINGS.  Special meetings of the Trustees may
be called by or at the request of the chairman or chief executive officer or
by one-half or more 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 3.4.   NOTICE.  Notice of any special meeting shall be given by
written notice delivered personally, transmitted by facsimile, telegraphed or
mailed to each Trustee at his or her business or residence address or by
telephone or facsimile transmission.  Personally delivered, facsimile
transmitted or telegraphed notices shall be given at least two (2) days prior
to the meeting.  Telephone notice shall be given at least twenty-four (24)
hours prior to the meeting.  Notice by mail shall be given at least five (5)
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.
Telephone notice shall be deemed given when the Trustee is personally given
notice in a telephone call to which such Trustee personally is a party.
Facsimile transmission shall be deemed given upon receipt by the sender of
confirmation indicating receipt of the transaction.  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.


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<PAGE>

     Section 3.5.   QUORUM; VOTE REQUIRED FOR ACTION.  A majority of the
entire Board of 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 3.6.   VOTING.

          (a)  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 3.7.   TELEPHONIC MEETINGS PERMITTED.  The Board of Trustees may
participate in a meeting of the Board of Trustees through use of conference
telephone or similar communication equipment by means of which all persons
participating in the meeting can hear each other.  Participation in the
meeting pursuant to this Bylaw shall constitute presence in person at such
meeting.

     Section 3.8.   INFORMAL ACTION BY TRUSTEES.  Unless otherwise provided
by the Declaration of Trust, any action required or permitted to be taken at
any meeting of the Board of Trustees may be taken without a meeting if all
members of the Board of Trustees consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board of
Trustees.

     Section 3.9.     VACANCIES.  If for any reason any or all of 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 two 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 remaining Trustees.  Any individual so elected as Trustee shall hold
office for the unexpired term of the Trustee he or she is replacing.


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<PAGE>

     Section 3.10.    COMPENSATION OF TRUSTEES.  Unless otherwise provided by
the Declaration of Trust, the Board of Trustees shall have the authority to
fix the compensation of Trustees.  Such compensation may, by resolution of
the Trustees, include a fixed sum of cash and/or shares of beneficial
interest of the Trust (or options to acquire shares) per year and/or per
visit to real property owned or to be acquired by the Trust and for any
service or activity they performed or engaged in as Trustees.  Trustees may
be reimbursed for expenses of attendance, if any, at each annual, regular or
special meeting of the Trustees or of any committee thereof; and for their
expenses, if any, in connection with each property visit and any other
service or activity performed or engaged in as Trustees; but nothing herein
contained shall be construed to preclude any Trustees form serving the Trust
in any other capacity and receiving compensation therefor.

     Section 3.11.    REMOVAL OF TRUSTEES.  The shareholders may, at any
time, remove any Trustee in the manner provided in the Declaration of Trust.

     Section 3.12.    LOSS OF DEPOSITS.  No Trustee shall be liable for any
loss which may occur by reason of the failure of a bank, trust company,
savings and loan association, or other institution with whom moneys or shares
have been deposited.

     Section 3.13.    SURETY BOND.  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 or her duties.

     Section 3.14.    RELIANCE.  Each Trustee, officer, employee and agent of
the Trust shall, in the performance of his or her 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 3.15.    NUMBER AND CLASSIFICATION.  The number of Trustees of
the Trust shall initially be seven (7).  The Trustees shall be classified,
with respect to the terms for which they severally hold office, into separate
classes in the manner prescribed in the Declaration of Trust.  At any regular
meeting or at any special meeting called for that purpose, by the affirmative
vote of at least two-thirds of the members, the Board of Trustees may
increase or decrease the number of Trustees; PROVIDED, that the number
thereof shall not be fewer than three (3) nor more than


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<PAGE>

thirteen (13); and PROVIDED FURTHER, that the tenure of office of a Trustee
shall not be affected by any decrease in the number of Trustees.


                                   ARTICLE IV

                                   COMMITTEES

     Section 4.1.   NUMBER, TENURE AND VACANCIES.  The Board of Trustees may,
by resolution passed by a majority of the Trustees in office, appoint from
among its members committees comprised of two (2) or more Trustees.  Notice
of committee meetings shall be given in the same manner as notice for special
meetings of the Board of Trustees.  Subject to the provisions hereof, the
Board of Trustees shall have the power at any time to change the membership
of any committee, to fill all vacancies, to designate alternative members to
replace any absent or disqualified member or to dissolve any such committee.

     Section 4.2.   POWER OF COMMITTEES.  The Board of Trustees may delegate
to any committee designated under Section 4.1 hereof any of the powers and
authority of the Board of Trustees in the management of the business and
affairs of the Trust.  No such committee, however, shall have power or
authority in reference to (i) amending the Declaration of Trust or the
Bylaws; (ii) approving any merger or share exchange which does not require
shareholder approval; (iii) recommending to the shareholders any action which
requires shareholder approval; and (iv) declaring a dividend or a
distribution with respect to shares.

     Section 4.3.   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.

     One-third, but not less than two (2), of the members of any committee
shall be present in person at any meeting of such committee in order to
constitute a quorum for the transaction of business at such meeting, and the
act of the majority present shall be the act of such committee.  The Board of
Trustees may designate a chairman of any committee, and such chairman or any
two members of any committee may fix the time and place of its meetings
unless the Board shall otherwise provide.  In the absence or disqualification
of any member of any committee, the members thereof present at any meeting
and not disqualified from voting, whether or not they constitute a quorum,
may unanimously appoint another Trustee to act at the meeting in the place of
such absent or disqualified members; PROVIDED, HOWEVER, that in the event of


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<PAGE>

the absence or disqualification of an Independent Trustee, such appointee
shall be an Independent Trustee.

     Each committee shall keep minutes of its proceedings and shall report
the same to the Board of Trustees at the meeting next succeeding, and any
action by the committees shall be subject to revision and alteration by the
Board of Trustees; PROVIDED that no rights of third persons shall be affected
by any such revision or alteration.

     Section 4.4.   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 4.5.   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 5.1    GENERAL PROVISIONS.  The officers of the Trust may
consist of a chairman of the board, one or more chief operating officers, one
or more chief executive officers, a president, one or more vice presidents, a
chief financial officer, 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 or her
successor is elected and qualifies or until his or her death, resignation or
removal in the manner hereinafter provided.  Any two or more offices may be
held by the same person.  In their discretion, the Trustees may leave
unfilled any office except that of president and secretary.  Election of an
officer or agent shall not of itself create contract rights between the Trust
and such officer or agent.


                                      -14-

<PAGE>

     Section 5.2.   REMOVAL AND RESIGNATION.  Any officer or agent of the
Trust may be removed by a majority of the members of the Board of Trustees if
in their judgment the best interests of the Trust would be served thereby,
but any such removal shall be without prejudice to the contractual rights, if
any, of the person so removed.  Any officer of the Trust may resign at any
time by giving written notice of his or her 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 such resignation effective unless otherwise stated in the resignation.

     Section 5.3.   VACANCIES.  A vacancy in any office may be filled by the
Trustees for the balance of the term.

     Section 5.4.   CHAIRMAN OF THE BOARD.  The chairman of the board shall
supervise and direct the chief executive officer and the president, subject
to the control of the board of trustees.  The chairman of the board shall
preside over the meetings of the Trustees and of the shareholders at which he
or she shall be present and shall in general oversee all of the business and
affairs of the Trust.  The chairman shall perform such other duties as may be
assigned to him or her by the Trustees.  The chairman of the board 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.

     Section 5.5.   CHIEF EXECUTIVE OFFICER.  The Trustees may designate a
chief executive officer from among the elected officers.  The chief executive
officer shall have general responsibility for implementation of the policies
of the Trust, as determined by the Trustees, and for the management of the
business affairs of the Trust.  The chief executive officer shall report
directly to the chairman of the board.  In the absence of the chairman of the
board, the chief executive officer shall preside over the meetings of the
Trustees and of the shareholders at which he or she shall be present.

     Section 5.6.   CHIEF OPERATING OFFICER.  The Trustees may designate one
or more chief operating officers from among the elected officers.  Said
officer will have the responsibilities and duties as set forth by the
Trustees.

     Section 5.7.   CHIEF FINANCIAL OFFICER.  The Trustees may designate a
chief financial officer from among the elected


                                      -15-

<PAGE>

officers.  Said officer will have such responsibilities and duties as set
forth by the Trustees or the chief executive officer.

     Section 5.8.   PRESIDENT.  In the absence of the chairman of the board
and the chief executive officer, the president shall preside over the
meetings of the Trustees and of the shareholders at which he or she shall be
present.  The president shall report directly to the chairman of the board
or, if so directed by the Trustees or the chairman of the board, the chief
executive officer.  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. The president 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 5.9.   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 by 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.  Such vice president also shall
perform such other duties as from time to time may be assigned to him or her
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 5.10.    CONTROLLER.  The controller 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.  The controller 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 chief executive officer and Trustees, at the regular
meetings of the Trustees or whenever they may require it, an account of all
his or her transactions as controller and of the financial condition of the
Trust.  If required by the Trustees, he or she shall give the Trust a bond in
such sum and with such surety or sureties as shall be satisfactory to the
Trustees for the


                                      -16-

<PAGE>

faithful performance of the duties of his or her office and for the
restoration of the Trust, in case of his or her death, resignation,
retirement or removal from office, all books, papers, vouchers, moneys and
other property of whatever kind in his or her possession or under his or her
control belonging to the Trust.  Such controller also shall perform such
other duties as from time to time may be assigned to him or her by the
president, the chief financial officer or the Trustees.

     Section 5.11.  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 or her
by the chief executive officer, the president or by the Trustees.

     Section 5.12.  ASSISTANT SECRETARIES AND ASSISTANT CONTROLLERS.  The
assistant secretaries, in general, shall perform such duties as shall be
assigned to them by the secretary or by the controller, respectively, or by
the president and assistant controllers or the Trustees.  The assistant
controllers 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 5.13.  COMPENSATION.  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 or she is also a
Trustee.


                                   ARTICLE VI

                     CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 6.1.   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 deemed valid and binding upon the Trustees and upon the Trust
when so authorized or ratified by action of the Trustees.


                                      -17-

<PAGE>

     Section 6.2.   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 6.3.   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 OF BENEFICIAL INTEREST

     Section 7.1.   CERTIFICATES.  Every shareholder shall be entitled to a
certificate or certificates which shall represent and certify the number of
shares of each class of beneficial interest held by such shareholder in the
Trust.  Each certificate shall be signed by or in the name of the Trust by
the chairman and 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 7.2.   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.
 No transfers of shares of the Trust shall be made if (i) void AB INITIO
pursuant to any provision of the Declaration of Trust or (ii) the Board of
Trustees, pursuant to any provision of the Declaration of Trust,


                                      -18-

<PAGE>

shall have refused to permit the transfer of such shares.  Permitted
transfers of shares of the Trust shall be made on the share records of the
Trust only upon the instruction of the registered holder thereof, or by its
attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary or with a transfer agent or transfer clerk, and upon
surrender of the certificate or certificates, if issued, for such shares
properly endorsed or accompanied by a duly executed share transfer power and
the payment of all taxes thereon.  Upon surrender to the Trust or the
transfer agent of the Trust of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, as to any transfers not prohibited by any provision of the
Declaration of Trust or by action of the Board of Trustees thereunder, it
shall be the duty of the Trust to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon
its books.

     Section 7.3.   REPLACEMENT CERTIFICATE.  Any officer designated by 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 officer designated by the Trustees
may, in his or her own discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or the owner's legal representative to advertise the same in such
manner as he or she 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 7.4.   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 determining shareholders entitled to receive payment of any dividend or
the allotment of any other rights, or in order to made a determination of
shareholders for any other 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 ninety (90) days and, in the case of a meeting of
shareholders not less than ten (10) days, before the date on which the
meeting or particular action requiring such determination of shareholders of
record 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 twenty
(20) days.  If the share transfer books are


                                      -19-

<PAGE>

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 (10) 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 Trustees, 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 7.4, such
determination shall apply to any adjournment thereof, except when (i) the
determination has been made through the closing of the transfer books and the
stated period of closing has expired or (ii) the meeting is adjourned to a
date more than one hundred and twenty (120) days after the record date fixed
for the original meeting, in either of which case a new record shall be
determined as set forth herein.

     Section 7.5.   SHARE 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 shareholders of each class held by such
shareholder.

     Section 7.6.   FRACTIONAL SHARES; ISSUANCE OF UNITS.  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 of Trust 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.


                                      -20-

<PAGE>

                                  ARTICLE VIII

                                   DIVIDENDS

     Section 8.1.   AUTHORIZATION AND 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 of
Trust.

     Section 8.2.   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 their absolute
discretion, think proper as the 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 IX

                                 MISCELLANEOUS

     Section 9.1.   RIGHT TO INDEMNIFICATION. The Trust shall indemnify, to
the fullest extent permitted by Maryland law, as applicable from time to
time, all persons who at any time were or are trustees or officers of the
Trust for any threatened, pending or completed action, suit or proceeding
(whether civil, criminal, administrative or investigative) relating to any
action alleged to have been taken or omitted in such capacity as a trustee or
an officer.  The Trust shall pay or reimburse all reasonable expenses
incurred by a present or former trustee or officer of the Trust in connection
with any threatened, pending or completed action, suit or proceeding (whether
civil, criminal, administrative or investigative) in which the present or
former trustee or officer is a party, in advance of the final disposition of
the proceeding, to the fullest extent permitted by, and in accordance with
the applicable requirements of, Maryland law, as applicable from time to
time.  The Trust may indemnify any other persons permitted but not required
to be indemnified by Maryland law, as applicable from time to time, if and to
the extent indemnification is authorized and determined to be appropriate, in
each case in accordance with applicable law, by the Board of Trustees, the
majority of the shareholders of the Trust entitled to vote thereon or special
legal counsel appointed by the Board of Trustees.  No amendment of this
amendment and restatement or repeal of any of its provisions shall


                                      -21-

<PAGE>

limit or eliminate any of the benefits provided to trustees and officers
under this Section 9.1 in respect of any act or omission that occurred prior
to such amendment or repeal.

     Section 9.2.   NON-EXCLUSIVITY OF RIGHTS UNDER THIS ARTICLE.  The rights
to indemnification and to the advancement of expenses conferred in this
Article shall not be exclusive of any other right which any person may have
or hereafter acquire under any statute, provision of the Declaration of
Trust, Bylaw, agreement, vote of shareholders or disinterested Trustees or
otherwise.

     Section 9.3.   INSURANCE.  The Trust may, but shall not be required to,
purchase and maintain insurance on its own behalf or on behalf of any person
who is or was a Trustee, officer, employee or agent of the Trust, or is or
was serving at the request of the Trust as a Trustee, director, officer,
employee or agent of another Trust, partnership, joint venture, trust or
other enterprise against any expense, liability or loss asserted against him
or her in any such capacity, or arising out of his or her status as such,
whether or not the Trust would have the power to indemnify such person
against such expense, liability or loss under Maryland law.

     Section 9.4.   SEAL.

          (a)  The Trust may have a seal which shall have the name of the
Trust inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Trustees.  The Trustees may authorize one or
more duplicate seals and provide for the custody thereof.

          (b)  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.

     Section 9.5.   WAIVER OF NOTICE.  Whenever notice is required to be
given by law, the Declaration of Trust or these Bylaws, a written waiver
thereof, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice.  Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.  Unless
otherwise provided by the Declaration of Trust, neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
shareholders, Trustees or members of a


                                      -22-

<PAGE>

committee of Trustees need be specified in any written waiver of notice.

     Section 9.6.   BOOKS AND RECORDS.  The books and records of the Trust
may be kept within or without the State of Maryland at such place or places
as may be designated from time to time by the Board of Trustees.  Any records
maintained by the Trust in the regular course of its business, including its
share ledger, books of account and minute books, may be kept on, or be in the
form of, punch cards, magnetic tape, photographs, microphotographs or any
other information storage device provided that the records so kept can be
converted into clearly legible form within a reasonable time.  The Trust
shall so convert any records so kept upon the request of any person entitled
to inspect the same.

     Section 9.7.   AMENDMENT OF BYLAWS.  The Board of Trustees shall have
the exclusive power to amend or repeal any provision of these Bylaws and to
adopt new Bylaws; PROVIDED, HOWEVER, that any amendment or repeal of this
Section 9.7, Section 3.11 hereof or Section 3.15 hereof shall require the
affirmative vote of at least two-thirds of the shareholders entitled to vote
thereon.  All references to the Declaration of Trust shall include any
amendments thereto.


                                      -23-