Exhibit 3.2(b)



                              AMENDMENT NO.1 TO THE
                       FOURTH AMENDED AND RESTATED BYLAWS
                                  OF CHARTERMAC


     This  Amendment No.1 (the  "Amendment")  to the Fourth Amended and Restated
Bylaws (the "Bylaws") of CharterMac, a Delaware statutory trust (the "Company"),
was  approved by the  Company's  Board of Trustee  effective  as of November 30,
2005.  Capitalized  terms used and not  otherwise  defined  herein shall for all
purposes of this  Amendment  have the  respective  meanings as  specified in the
Bylaws.

                                    RECITALS

     WHEREAS,  certain  of the  Trustees  have  created  a  statutory  trust  in
accordance with applicable  provisions of the Trust Act by entering into a Trust
Agreement,  dated as of August 12,  1996,  as amended by an  Amendment  No. 1 to
Trust  Agreement  dated as of April 30, 1997, and as amended and restated by the
Amended and Restated  Trust  Agreement  dated as of September  30, 1997,  and as
further  amended by  Amendment  Nos. 1, 2, 3 and 4 to the  Amended and  Restated
Trust  Agreement  dated as of May 8, 2000,  December 11, 2000, June 13, 2002 and
November  17,  2003,  respectively  and as further  amended and  restated by the
Second  Amended and Restated Trust  Agreement  dated as of November 17, 2003, as
further  amended by Amendment No. 1 to Trust Agreement dated September 20, 2005,
(as so amended and amended and restated and amended, the "Trust Agreement"), and
by the  filing  with  the  Secretary  of State of the  State  of  Delaware  of a
Certificate of Trust on August 12, 1996, as heretofore amended; and

     WHEREAS,  Section 10.3 of the Trust Agreement limited the Company's ability
to  incur  debt in  excess  of 50% of its  Total  Market  Value  (the  "Leverage
Limitation");

     WHEREAS,  the Board of Trustees  deemed it to be advisable  and in the best
interests  of the Company  that the Trust  Agreement  be amended to transfer the
Leverage  Limitation  from the  Trust  Agreement  into the  Bylaws  (the  "Trust
Agreement Amendment");

     WHEREAS,  the  holders of a majority of the issued and  outstanding  Common
Shares  and  Special  Preferred  Voting  Shares  approved  the  Trust  Agreement
Amendment;

     WHEREAS,  the Board of Trustees  desires to amend the Bylaws to reflect the
Trust Agreement Amendment.

     NOW, THEREFORE,  the Bylaws are hereby amended effective as of November 30,
2005 as follows:


     NOW, THEREFORE, the Bylaws shall be amended as follows:

          1.   ARTICLE  III,  Section  2(m) is  hereby  added to the  Bylaws  as
               follows:

          incur aggregate  financing or leverage  (whether secured or unsecured)
          in excess of 50% of Total  Market  Value  (calculated  at the time any
          additional   financing  or  leverage  is  incurred)   (the   "Leverage
          Limitation").  For purposes of this  Section  2(m),  preferred  equity
          securities  issued by the Company or its  subsidiaries and outstanding
          as of  November  17, 2003  (collectively  the  "Outstanding  Preferred
          Securities")  shall  not  be  deemed  to be  "financing  or  leverage"
          notwithstanding the fact that SFAS 150 or any other existing or future
          accounting or other  governmental  rule and regulations would classify
          Outstanding  Preferred  Securities as  liabilities.  In addition,  any
          assets or liabilities  required to be consolidated  into the Company's
          financial  statements  pursuant  to FIN 46 or any  other  existing  or
          future accounting or other governmental rules and regulations shall be
          factored into the calculation of the Leverage Limitation.


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          2.   The definition of "Total Market Value" is hereby added to ARTICLE
               XVI, Section 1 of the Bylaws as follows:

          Total Market Value. "Total Market Value" shall mean the greater of (i)
          the sum of (a) the aggregate  market value of the Trust's  outstanding
          Shares and (b) the total  leverage of the Trust and (ii) the aggregate
          value of the Trust's  assets as  determined  by the Manager based upon
          third-party  or management  appraisals and other criteria as the board
          of Trustees shall determine in its sole discretion.


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