EXHIBIT 3(ii)

                         RECKSON ASSOCIATES REALTY CORP.

                           AMENDED AND RESTATED BYLAWS

                           (AMENDED AS OF AUGUST 2000)

                                   ARTICLE I

                                     OFFICES

         Section 1. PRINCIPAL  OFFICE.  The principal  office of the Corporation
shall be  located  at such  place  or  places  as the  Board  of  Directors  may
designate.

         Section 2.  ADDITIONAL  OFFICES.  The  Corporation  may have additional
offices at such places as the Board of Directors may from time to time determine
or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. PLACE.  All  meetings of  stockholders  shall be held at the
principal  office of the  Corporation  or at such other place  within the United
States as shall be stated in the notice of the meeting.

         Section 2. ANNUAL MEETING.  An annual meeting of the  stockholders  for
the election of directors and the  transaction of any business within the powers
of the  Corporation  shall be held on a date and at the time set by the Board of
Directors during the month of May in each year.

         Section 3. SPECIAL MEETINGS. The president,  chief executive officer or
Board of  Directors  may call  special  meetings  of the  stockholders.  Special
meetings  of  stockholders  shall  also  be  called  by  the  secretary  of  the
Corporation  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 stockholders of the
reasonably  estimated  cost of preparing and mailing  notice of the meeting and,
upon  payment  to the  Corporation  by  such  stockholders  of such  costs,  the
secretary  shall  give  notice  to each  stockholder  entitled  to notice of the
meeting. Unless requested by the stockholders entitled to cast a majority of all
the votes  entitled to be cast at such  meeting,  a special  meeting need not be
called to consider any matter which is substantially  the same as a matter voted
on at any special meeting of the  stockholders  held during the preceding twelve
months.

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         Section 4. NOTICE.  Not less than ten nor more than 90 days before each
meeting of stockholders,  the secretary shall give to each stockholder  entitled
to vote at such  meeting  and to each  stockholder  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  stockholder  personally or by leaving it at
his 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
stockholder  at his post  office  address as it  appears  on the  records of the
Corporation, with postage thereon prepaid.

         Section 5. SCOPE OF NOTICE.  Any  business  of the  Corporation  may be
transacted  at an annual  meeting of  stockholders  without  being  specifically
designated in the 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 stockholders except as specifically designated in the notice.

         Section 6. ORGANIZATION. At every meeting of stockholders, the Chairman
of the Board,  if there be one,  shall  conduct  the  meeting or, in the case of
vacancy in office or absence of the Chairman of the Board,  one of the following
officers  present  shall  conduct  the  meeting  in the order  stated:  the Vice
Chairman of the Board,  if there be one, the President,  the Vice  Presidents in
their  order of rank and  seniority,  or a Chairman  chosen by the  stockholders
entitled  to cast a  majority  of the votes  which all  stockholders  present in
person  or by  proxy  are  entitled  to cast,  shall  act as  Chairman,  and the
Secretary, or, in his absence, an assistant secretary, or in the absence of both
the  Secretary  and assistant  secretaries,  a person  appointed by the Chairman
shall act as Secretary.

         Section 7.  QUORUM.  At any meeting of  stockholders,  the  presence in
person or by proxy of stockholders  entitled to cast a majority of all the votes
entitled to be cast at such meeting shall constitute a quorum;  but this section
shall not  affect  any  requirement  under any  statute  or the  charter  of the
Corporation for the vote necessary for the adoption of any measure. If, however,
such  quorum  shall not be  present  at any  meeting  of the  stockholders,  the
stockholders  entitled to vote at such  meeting,  present in person or by proxy,
shall have the power to adjourn the meeting from time to time to a date not more
than 120  days  after  the  original  record  date  without  notice  other  than
announcement at the meeting.  At such adjourned  meeting at which a quorum shall
be present,  any business may be transacted  which might have been transacted at
the meeting as originally notified.

         Section 8.  VOTING.  A plurality  of all the votes cast at a meeting of
stockholders duly called and at which a quorum is present shall be sufficient to
elect a director.  Each share may be voted for as many  individuals as there are
directors  to be elected  and for whose  election  the share is  entitled  to be
voted. A majority of the votes cast at a meeting of stockholders 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 by statute or by the charter of the  Corporation.  Unless
otherwise provided in the charter, each outstanding share,  regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders.

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         Section 9. PROXIES. A stockholder may vote the stock owned of record by
him,  either in person or by proxy executed in writing by the  stockholder or by
his  duly  authorized  attorney  in fact.  Such  proxy  shall be filed  with the
secretary  of the  Corporation  before or at the time of the  meeting.  No proxy
shall be valid  after  eleven  months  from  the date of its  execution,  unless
otherwise provided in the proxy.

         Section  10.  VOTING  OF  STOCK  BY  CERTAIN  HOLDERS.   Stock  of  the
Corporation registered in the name of a corporation, partnership, trust or other
entity,  if  entitled  to be  voted,  may be  voted by the  president  or 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 stock  pursuant to a bylaw or a  resolution  of the
governing body of such  corporation or other entity or agreement of the partners
of a  partnership  presents  a  certified  copy of  such  bylaw,  resolution  or
agreement,  in which case such person may vote such stock. Any director or other
fiduciary  may vote stock  registered in his name as such  fiduciary,  either in
person or by proxy.

               Shares of stock of the Corporation  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.

               The Board of  Directors  may adopt by  resolution  a procedure by
which a stockholder may certify in writing to the Corporation that any shares of
stock  registered in the name of the  stockholder  are held for the account of a
specified person other than the stockholder.  The resolution shall set forth the
class of stockholders 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 stock transfer  books,  the time after the record date or closing
of the stock transfer books within which the  certification  must be received by
the  Corporation;  and any other  provisions with respect to the procedure which
the Board of  Directors  considers  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  stockholder of record of
the specified stock in place of the stockholder who makes the certification.

               Notwithstanding  any  other  provision  of  the  charter  of  the
Corporation  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 stock of
the Corporation. This section may be repealed, in whole or in part, at any time,
whether  before or after an acquisition of control shares and, upon such repeal,
may,  to the  extent  provided  by any  successor  bylaw,  apply to any prior or
subsequent control share acquisition.

         Section 11. INSPECTORS. At any meeting of stockholders, the chairman of
the meeting may, or upon the request of any  stockholder  shall,  appoint one or
more persons as inspectors for such meeting. 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 stockholders.

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               Each report of an inspector shall be in writing and signed by him
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 12. NOMINATIONS AND STOCKHOLDER BUSINESS

            (a) Annual Meetings of Stockholders.  (1) Nominations of persons for
election to the Board of Directors and the proposal of business to be considered
by the  stockholders  (except for  stockholder  proposals  included in the proxy
materials  pursuant to Rule 14a-8 under the Securities  Exchange Act of 1934, as
amended (the "Exchange  Act")) may be made at an annual meeting of  stockholders
(i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction
of the Board of Directors or (iii) by any stockholder of the Corporation who was
a  stockholder  of record at the time of giving of notice  provided  for in this
Section 12(a),  who is entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section 12(a).

               (ii) (2) For nominations or other business to be properly brought
before an annual meeting by a stockholder  pursuant to clause (iii) of paragraph
(a)(1) of this Section 12, the stockholder must have given timely notice thereof
in writing to the secretary of the  Corporation.  To be timely,  a stockholder's
notice shall be delivered to the secretary at the principal executive offices of
the Corporation not less than 120 days nor more than 180 days prior to the first
anniversary of the preceding  year's annual  meeting or special  meeting in lieu
thereof;  provided,  however,  that in the  event  that the  date of the  annual
meeting is advanced by more than seven  calendar days or delayed by more than 60
days from such anniversary  date, notice by the stockholder to be timely must be
so delivered not earlier than the 180th day prior to such annual meeting and not
later  than the  close of  business  on the later of the 120th day prior to such
annual  meeting or the  twentieth  day following the earlier of the day on which
public  announcement  of the date of such meeting is first made or notice of the
meeting is mailed to stockholders. Such stockholder's notice shall set forth (i)
as to each person whom the  stockholder  proposes  to nominate  for  election or
reelection  as a  director  all  information  relating  to such  person  that is
required to be disclosed in  solicitations of proxies for election of directors,
or is otherwise  required,  in each case  pursuant to  Regulation  14A under the
Exchange Act  (including  such  person's  written  consent to being named in the
proxy  statement as a nominee and to serving as a director if elected);  (ii) as
to any other business that the stockholder 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  stockholder  and of the beneficial  owner, if
any,  on whose  behalf the  proposal  is made;  and (iii) as to the  stockholder
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 stockholder, as
they appear on the Corporation's books, and of such beneficial owner and (y) the
number  of  shares  of each  class of stock of the  Corporation  which are owned
beneficially and of record by such stockholder and such beneficial owner.

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               (3) Notwithstanding  anything in the second sentence of paragraph
(a)(2) of this  Section  12 to the  contrary,  in the event  that the  number of
directors to be elected to the Board of  Directors is increased  and there is no
public  announcement  naming all of the nominees for director or specifying  the
size of the increased  Board of Directors  made by the  Corporation  at least 85
days prior to the first  anniversary of the preceding  year's annual meeting,  a
stockholder's  notice  required by this Section  12(a) shall also be  considered
timely,  but only with respect to nominees for any new positions created by such
increase,  if it shall be delivered to the secretary at the principal  executive
offices of the Corporation not later than the close of business on the tenth day
following  the day on  which  such  public  announcement  is  first  made by the
Corporation.

         (b)  Special  Meetings of  Stockholders.  Only such  business  shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting  pursuant to the  Corporation's  notice of meeting.  Nominations  of
persons for election to the Board of Directors may be made at a special  meeting
of  stockholders  at which  directors  are to be  elected  (i)  pursuant  to the
Corporation's  notice of meeting,  (ii) by or at the  direction  of the Board of
Directors or (iii)  provided  that the Board of Directors  has  determined  that
directors  shall be elected at such special  meeting,  by any stockholder of the
Corporation  who is a  stockholder  of  record  at the time of  giving of notice
provided for in this Section  12(b),  who is entitled to vote at the meeting and
who complied with the notice  procedures set forth in this Section 12(b). In the
event the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors,  any such  stockholder
may  nominate  a person or  persons  (as the case may be) for  election  to such
position  as  specified  in  the  Corporation's   notice  of  meeting,   if  the
stockholder's  notice containing the information required by paragraph (a)(2) of
this Section 12 shall be delivered to the secretary at the  principal  executive
offices of the  Corporation not earlier than the 180th day prior to such special
meeting  and not later than the close of  business  on the later of the 75th 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 Board of Directors to be elected at such meeting.

         (c) General. (1) Only such persons who are nominated in accordance with
the  procedures  set  forth in this  Section  12 shall be  eligible  to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance  with the procedures
set forth in this Section 12. The  presiding  officer 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 in accordance  with the  procedures  set
forth in this Section 12 and, if any proposed  nomination  or business is not in
compliance  with this Section 12, to declare that such  defective  nomination or
proposal be disregarded.

               (2) For purposes of this Section 12, "public  announcement" shall
mean  disclosure  in a press  release  reported  by the Dow Jones News  Service,
Associated  Press or comparable news service or in a document  publicly filed by
the Corporation 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 12,
a stockholder  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 12.  Nothing in this  Section 12 shall be
deemed to affect any rights of stockholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

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         Section 13. VOTING BY BALLOT. Voting on any question or in any election
may be viva voce unless the  presiding  officer  shall order or any  stockholder
shall demand that voting be by ballot.

                                  ARTICLE III

                                    DIRECTORS

         Section 1. GENERAL POWERS; QUALIFICATIONS.  The business and affairs of
the Corporation shall be managed under the direction of its Board of Directors.

         Section 2. NUMBER, TENURE AND QUALIFICATIONS. At any regular meeting or
at any special  meeting called for that purpose,  a majority of the entire Board
of  Directors  may  establish,  increase  or decrease  the number of  directors,
provided  that the number  thereof  shall never be less than the minimum  number
required by the Maryland General  Corporation Law, nor more than 15, and further
provided  that the tenure of office of a director  shall not be  affected by any
decrease in the number of directors.

         Section 3. ANNUAL AND REGULAR MEETINGS.  An annual meeting of the Board
of Directors shall be held immediately after and at the same place as the annual
meeting of stockholders,  no notice other than this Bylaw being  necessary.  The
Board of Directors may provide, by resolution, the time and place, either within
or without the State of  Maryland,  for the  holding of regular  meetings of the
Board of Directors without other notice than such resolution.

         Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be  called  by or at the  request  of the  chairman  of the  board  (or  any
co-chairman  of the board if more than one),  president  or by a majority of the
directors  then in  office.  The person or persons  authorized  to call  special
meetings of the Board of Directors  may fix any place,  either within or without
the State of Maryland, as the place for holding any special meeting of the Board
of Directors called by them.

         Section  5.  NOTICE.  Notice  of any  special  meeting  of the Board of
Directors shall be delivered personally or by telephone, facsimile transmission,
United  States  mail or courier to each  director at his  business or  residence
address.  Notice by personal delivery, by telephone or a facsimile  transmission
shall be given at least two days prior to the  meeting.  Notice by mail shall be
given at least  five days prior to the  meeting  and shall be deemed to be given
when  deposited  in the United  States mail  properly  addressed,  with  postage
thereon prepaid.  Telephone notice shall be deemed to be given when the director
is  personally  given such  notice in a  telephone  call to which he is a party.
Facsimile transmission notice shall be deemed to be given upon completion of the
transmission  of the  message  to the  number  given to the  Corporation  by the
director and receipt of a completed answer-back indicating receipt.  Neither the
business to be transacted at, nor the purpose of, any annual, regular or special
meeting  of the  Board  of  Directors  need  be  stated  in the  notice,  unless
specifically required by statute or these Bylaws.

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         Section 6.  QUORUM.  A majority of the  directors  shall  constitute  a
quorum for  transaction  of business  at any meeting of the Board of  Directors,
provided  that,  if less than a majority of such  directors  are present at said
meeting,  a majority of the directors  present may adjourn the meeting from time
to time without  further notice,  and provided  further that if, pursuant to the
charter  of the  Corporation  or  these  Bylaws,  the  vote of a  majority  of a
particular group of directors is required for action, a quorum must also include
a majority of such group.

               The Board of Directors  present at a meeting  which has been duly
called and  convened  may  continue  to  transact  business  until  adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.

         Section 7. VOTING.  The action of the majority of the directors present
at a meeting  at which a quorum is  present  shall be the action of the Board of
Directors,  unless the concurrence of a greater  proportion is required for such
action by applicable statute.

         Section 8. TELEPHONE  MEETINGS.  Directors 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  9.  INFORMAL  ACTION BY  DIRECTORS.  Any  action  required  or
permitted  to be taken at any  meeting  of the Board of  Directors  may be taken
without a meeting,  if a consent  in  writing  to such  action is signed by each
director and such written  consent is filed with the minutes of  proceedings  of
the Board of Directors.

         Section 10. VACANCIES. If for any reason any or all the directors cease
to be directors,  such event shall not terminate the Corporation or affect these
Bylaws or the powers of the remaining  directors  hereunder  (even if fewer than
three  directors  remain).  Any vacancy on the Board of Directors  for any cause
other than an increase in the number of directors  shall be filled by a majority
of the remaining  directors,  although such majority is less than a quorum.  Any
vacancy  in the number of  directors  created  by an  increase  in the number of
directors may be filled by a majority vote of the entire Board of Directors. Any
individual so elected as director  shall hold office for the  unexpired  term of
the director he is replacing.

         Section 11. COMPENSATION. Directors shall not receive any stated salary
for their  services as directors  but, by  resolution of the Board of Directors,
may  receive  fixed sums per year  and/or per  meeting  and/or per visit to real
property  owned or to be  acquired  by the  Corporation  and for any  service or
activity they performed or engaged in as directors.  Directors may be reimbursed
for expenses of attendance,  if any, at each annual,  regular or special meeting
of the Board of Directors or of any committee thereof and for their expenses, if
any, in connection  with each  property  visit and any other service or activity
they performed or engaged in as directors; but nothing herein contained shall be
construed to preclude any directors  from serving the  Corporation  in any other
capacity and receiving compensation therefor.

         Section 12. LOSS OF DEPOSITS.  No director shall be liable for any loss
which may occur by reason of the failure of the bank, trust company, savings and
loan  association,  or other  institution  with whom  moneys or stock  have been
deposited.

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         Section 13. SURETY BONDS.  Unless required by law, no director shall be
obligated to give any bond or surety or other  security for the  performance  of
any of his duties.

         Section 14. RELIANCE. Each director, officer, employee and agent of the
Corporation  shall,  in  the  performance  of his  duties  with  respect  to the
Corporation,  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  Corporation,  upon  an  opinion  of  counsel  or upon  reports  made to the
Corporation by any of its officers or employees or by the adviser,  accountants,
appraisers or other experts or consultants selected by the Board of Directors or
officers of the  Corporation,  regardless  of whether such counsel or expert may
also be a director.

         Section  15.  CERTAIN  RIGHTS OF  DIRECTORS,  OFFICERS,  EMPLOYEES  AND
AGENTS.  The directors shall have no responsibility to devote their full time to
the affairs of the  Corporation.  Any director or officer,  employee or agent of
the  Corporation,  in his  personal  capacity or in a capacity as an  affiliate,
employee,  or  agent of any  other  person,  or  otherwise,  may  have  business
interests and engage in business  activities  similar to or in addition to or in
competition with those of or relating to the Corporation.

         Section.  16. MATTERS TO BE TAKEN INTO  CONSIDERATION BY DIRECTORS.  In
considering  any  potential  acquisition  of  control  of the  Corporation,  the
directors may consider the effect of the potential acquisition of control on (i)
stockholders  of  the   Corporation   and   unitholders  of  Reckson   Operating
Partnership,  L.P. and  employees,  suppliers,  customers  and  creditors of the
Corporation or any of its subsidiaries; and (ii) communities in which offices or
other establishments of the Corporation are located.

                                   ARTICLE IV

                                   COMMITTEES

         Section 1. NUMBER,  TENURE AND  QUALIFICATIONS.  The Board of Directors
may appoint from among its members an Executive Committee, an Audit Committee, a
Compensation Committee and other committees,  composed of two or more directors,
to serve at the pleasure of the Board of Directors.

         Section 2. POWERS.  The Board of Directors  may delegate to  committees
appointed  under  Section 1 of this  Article  any of the  powers of the Board of
Directors, except as prohibited by law.

         Section 3. MEETINGS. Notice of committee meetings shall be given in the
same manner as notice for special meetings of the Board of Directors. A majority
of the members of the committee shall constitute a quorum for the transaction of
business at any meeting of the committee. The act of a majority of the committee
members  present at a meeting shall be the act of such  committee.  The Board of
Directors  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 meeting  unless
the Board  shall  otherwise  provide.  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  director to act in the place of such
absent member. Each committee shall keep minutes of its proceedings.

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         Section 4. TELEPHONE  MEETINGS.  Members of a committee of the Board of
Directors  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  5.  INFORMAL  ACTION BY  COMMITTEES.  Any action  required  or
permitted  to be taken at any meeting of a committee  of the Board of  Directors
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.

         Section 6. VACANCIES.  Subject to the provisions  hereof,  the Board of
Directors  shall  have the power at any time to  change  the  membership  of any
committee,  to fill all vacancies, to designate alternate members to replace any
absent or disqualified member or to dissolve any such committee.

                                   ARTICLE V

                                    OFFICERS

         Section 1. GENERAL  PROVISIONS.  The officers of the Corporation  shall
include a chief executive officer, a president,  a secretary and a treasurer and
may include a chairman of the board (or one or more co-chairmen of the board), a
vice chairman of the board, one or more executive vice  presidents,  one or more
senior vice presidents,  one or more vice presidents, a chief operating officer,
a chief financial  officer, a treasurer,  one or more assistant  secretaries and
one or more assistant treasurers.  In addition,  the Board of Directors 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  Corporation  shall be
elected  annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of stockholders,  except that the chief
executive officer may appoint one or more vice presidents, assistant secretaries
and assistant treasurers.  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  successor is elected and qualifies or
until his death,  resignation or removal in the manner hereinafter provided. Any
two or more offices except  president and vice president may be held by the same
person. In its discretion,  the Board of Directors may leave unfilled any office
except that of  president,  treasurer and  secretary.  Election of an officer or
agent shall not of itself create  contract  rights between the  Corporation  and
such officer or agent.

         Section  2.  REMOVAL  AND  RESIGNATION.  Any  officer  or  agent of the
Corporation may be removed by the Board of Directors if in its judgment the best
interests of the Corporation would be served thereby,  but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.  Any
officer of the  Corporation  may resign at any time by giving  written notice of
his  resignation  to the Board of  Directors,  the chairman of the board (or any
co-chairman of the board if more than one), the president or the secretary.  Any

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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 it effective unless otherwise stated in the resignation.  Such
resignation  shall be without  prejudice to the contract rights,  if any, of the
Corporation.

         Section  3.  VACANCIES.  A vacancy  in any  office may be filled by the
Board of Directors for the balance of the term.

         Section  4.  CHIEF  EXECUTIVE  OFFICER.  The  Board  of  Directors  may
designate a chief executive  officer.  In the absence of such  designation,  the
chairman of the board (or, if more than one, the co-chairmen of the board 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 be the chief executive
officer of the  Corporation.  The chief  executive  officer  shall have  general
responsibility  for  implementation  of  the  policies  of the  Corporation,  as
determined by the Board of Directors, and for the management of the business and
affairs of the Corporation.

         Section  5.  CHIEF  OPERATING  OFFICER.  The  Board  of  Directors  may
designate a chief operating officer.  The chief operating officer shall have the
responsibilities  and duties as set forth by the Board of Directors or the chief
executive officer.

         Section  6.  CHIEF  FINANCIAL  OFFICER.  The  Board  of  Directors  may
designate a chief financial officer.  The chief financial officer shall have the
responsibilities  and duties as set forth by the Board of Directors or the chief
executive officer.

         Section  7.  CHAIRMAN  OF THE  BOARD.  The  Board  of  Directors  shall
designate a chairman of the board (or one or more co-chairmen of the board). The
chairman of the board shall  preside over the meetings of the Board of Directors
and of the stockholders at which he shall be present. If there be more than one,
the  co-chairmen  designated by the Board of Directors will perform such duties.
The chairman of the board shall  perform such other duties as may be assigned to
him or them by the Board of Directors.

         Section 8. CHAIRMAN OF THE BOARD EMERITUS. The directors may elect by a
majority  vote,  from time to time, a chairman of the board  emeritus (or one or
more  co-chairmen  of the board  emeritus).  The chairman of the board  emeritus
shall be an honorary position and shall have no vote on any matter considered by
the  directors.  The chairman of the board emeritus shall serve for such term as
determined  by the Board of Directors  and may be removed by a majority  vote of
directors with or without cause.

         Section 9. PRESIDENT.  The president or chief executive officer, as the
case may be,  shall in general  supervise  and control all of the  business  and
affairs of the Corporation. In the absence of a designation of a chief operating
officer by the Board of Directors,  the president  shall be the chief  operating
officer. He may execute any deed, mortgage,  bond, contract or other instrument,
except in cases where the execution thereof shall be expressly  delegated by the
Board of  Directors  or by these  Bylaws to some  other  officer or agent of the
Corporation 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 Board of Directors from time to time.

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         Section 10. 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 be
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;  and  shall  perform  such  other  duties as from time to time may be
assigned  to him by the  president  or by the Board of  Directors.  The Board of
Directors may designate one or more vice  presidents as executive vice president
or as vice president for particular areas of responsibility.

         Section 11. SECRETARY.  The secretary shall (a) keep the minutes of the
proceedings  of the  stockholders,  the Board of Directors and committees of the
Board of Directors 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 corporate records and of the seal of
the  Corporation;  (d)  keep a  register  of the  post  office  address  of each
stockholder which shall be furnished to the secretary by such  stockholder;  (e)
have general charge of the share transfer books of the  Corporation;  and (f) in
general perform such other duties as from time to time may be assigned to him by
the chief executive officer, the president or by the Board of Directors.

         Section  12.  TREASURER.  The  treasurer  shall have the custody of the
funds  and  securities  of the  Corporation  and shall  keep  full and  accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall  deposit  all  moneys  and other  valuable  effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors.  In the absence of a designation of a chief  financial  officer by
the Board of Directors,  the treasurer shall be the chief  financial  officer of
the Corporation.

               The treasurer  shall disburse the funds of the Corporation as may
be  ordered  by  the  Board  of  Directors,  taking  proper  vouchers  for  such
disbursements,  and shall render to the president and Board of Directors, at the
regular  meetings of the Board of  Directors  or whenever it may so require,  an
account of all his  transactions as treasurer and of the financial  condition of
the Corporation.

               If required by the Board of Directors,  the treasurer  shall give
the  Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory  to the Board of  Directors  for the  faithful  performance  of the
duties of his office and for the restoration to the Corporation,  in case of his
death,  resignation,  retirement or removal from office,  of all books,  papers,
vouchers,  moneys and other property of whatever kind in his possession or under
his control belonging to the Corporation.

         Section  13.  ASSISTANT  SECRETARIES  AND  ASSISTANT  TREASURERS.   The
assistant secretaries and assistant treasurers,  in general,  shall perform such
duties as shall be assigned to them by the secretary or treasurer, respectively,
or by the president or the Board of Directors.  The assistant  treasurers shall,
if required by the Board of Directors,  give bonds for the faithful  performance
of their  duties  in such  sums and with such  surety  or  sureties  as shall be
satisfactory to the Board of Directors.


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<PAGE>

         Section  14.  SALARIES.  The  salaries  and other  compensation  of the
officers  shall be fixed  from  time to time by the  Board of  Directors  and no
officer shall be prevented from receiving such salary or other  compensation  by
reason of the fact that he is also a director.

                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

         Section 1. CONTRACTS.  The Board of Directors 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  Corporation  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  directors or by an  authorized  person
shall be valid and binding upon the Board of Directors and upon the  Corporation
when authorized or ratified by action of the Board of Directors.

         Section 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  Corporation  shall  be  signed  by such  officer  or  agent  of the
Corporation in such manner as shall from time to time be determined by the Board
of Directors.

         Section  3.  DEPOSITS.  All  funds  of the  Corporation  not  otherwise
employed shall be deposited  from time to time to the credit of the  Corporation
in such banks,  trust companies or other  depositories as the Board of Directors
may designate.

                                  ARTICLE VII

                                      STOCK

         Section  1.  CERTIFICATES.  Each  stockholder  shall be  entitled  to a
certificate  or  certificates  which shall  represent  and certify the number of
shares of each class of stock held by him in the  Corporation.  Each certificate
shall  be  signed  by the  chief  executive  officer,  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 Corporation. The signatures may be either manual or facsimile.  Certificates
shall be  consecutively  numbered;  and if the Corporation  shall,  from time to
time, issue several classes of stock, 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
Corporation, shall have a statement of such restriction,  limitation, preference
or  redemption  provision,   or  a  summary  thereof,   plainly  stated  on  the
certificate.  If the  Corporation  has authority to issue stock of more than one
class,  the  certificate  shall contain on the face or back a full  statement or
summary of the designations  and any  preferences,  conversion and other rights,
voting   powers,   restrictions,   limitations   as  to   dividends   and  other
distributions,

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<PAGE>

qualifications  and terms and  conditions  of  redemption of each class of stock
and, if the Corporation is authorized to issue any preferred or special class in
series,  the  differences  in the relative  rights and  preferences  between the
shares of each series to the extent they have been set and the  authority of the
Board of Directors  to set the relative  rights and  preferences  of  subsequent
series. In lieu of such statement or summary, the certificate may state that the
Corporation will furnish a full statement of such information to any stockholder
upon  request and without  charge.  If any class of stock is  restricted  by the
Corporation  as  to  transferability,  the  certificate  shall  contain  a  full
statement  of the  restriction  or  state  that  the  Corporation  will  furnish
information  about the  restrictions  to the  stockholder on request and without
charge.

         Section 2. TRANSFERS. Upon surrender to the Corporation or the transfer
agent of the Corporation of a stock  certificate duly endorsed or accompanied by
proper  evidence  of  succession,  assignment  or  authority  to  transfer,  the
Corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

               The  Corporation  shall be entitled to treat the holder of record
of any share of stock as the holder in fact thereof and, accordingly,  shall not
be bound to recognize  any equitable or other claim to or interest in such share
or on the part of any other  person,  whether  or not it shall  have  express or
other notice thereof,  except as otherwise  provided by the laws of the State of
Maryland.

               Notwithstanding  the foregoing,  transfers of shares of any class
of stock will be subject in all respects to the charter of the  Corporation  and
all of the terms and conditions contained therein.

         Section 3. REPLACEMENT CERTIFICATE. Any officer designated by the Board
of  Directors  may  direct  a new  certificate  to be  issued  in  place  of any
certificate  previously  issued by the  Corporation  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,  an officer  designated by the Board of Directors
may, in his  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 shall require
and/or to give bond, with sufficient  surety, to the Corporation to indemnify it
against any loss or claim  which may arise as a result of the  issuance of a new
certificate.

         Section 4.  CLOSING OF  TRANSFER  BOOKS OR FIXING OF RECORD  DATE.  The
Board of  Directors  may set,  in  advance,  a record  date for the  purpose  of
determining  stockholders  entitled  to notice of or to vote at any  meeting  of
stockholders  or  determining  stockholders  entitled to receive  payment of any
dividend  or  the  allotment  of  any  other  rights,  or in  order  to  make  a
determination  of stockholders  for any other proper 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 90 days  and,  in the case of a  meeting  of
stockholders,  not less than ten days,  before the date on which the  meeting or
particular  action requiring such  determination of stockholders of record is to
be held or taken.

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<PAGE>


               In lieu of  fixing a record  date,  the  Board of  Directors  may
provide that the stock  transfer  books shall be closed for a stated  period but
not longer than 20 days. If the stock  transfer books are closed for the purpose
of  determining  stockholders  entitled  to notice of or to vote at a meeting of
stockholders,  such books  shall be closed for at least ten days before the date
of such meeting.

               If no record date is fixed and the stock  transfer  books are not
closed  for the  determination  of  stockholders,  (a) the  record  date for the
determination  of stockholders  entitled to notice of or to vote at a meeting of
stockholders 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
stockholders  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 directors, declaring the dividend or allotment of rights, is adopted.

               When a  determination  of  stockholders  entitled  to vote at any
meeting  of  stockholders  has  been  made as  provided  in this  section,  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 120 days after the  record  date fixed for the  original  meeting,  in
either of which case a new record date shall be determined as set forth herein.

         Section  5.  STOCK  LEDGER.  The  Corporation  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
stockholder and the number of shares of each class held by such stockholder.

         Section 6. FRACTIONAL STOCK;  ISSUANCE OF UNITS. The Board of Directors
may issue  fractional  stock 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 charter or these Bylaws, the Board of Directors may issue units
consisting of different securities of the Corporation.  Any security issued in a
unit shall have the same  characteristics as any identical  securities issued by
the  Corporation,  except that the Board of  Directors  may  provide  that for a
specified  period  securities  of the  Corporation  issued  in such  unit may be
transferred on the books of the Corporation only in such unit.

                                  ARTICLE VIII

                                 ACCOUNTING YEAR

               The Board of Directors  shall have the power,  from time to time,
to fix the fiscal year of the Corporation by a duly adopted resolution.

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<PAGE>

                                   ARTICLE IX

                                  DISTRIBUTIONS

         Section 1.  AUTHORIZATION.  Dividends and other  distributions upon the
stock  of the  Corporation  may be  authorized  and  declared  by the  Board  of
Directors,  subject to the provisions of law and the charter of the Corporation.
Dividends and other  distributions may be paid in cash, property or stock of the
Corporation, subject to the provisions of law and the charter.

         Section 2.  CONTINGENCIES.  Before  payment of any  dividends  or other
distributions,  there  may be set aside  out of any  assets  of the  Corporation
available for dividends or other  distributions such sum or sums as the Board of
Directors may from time to time, in its absolute  discretion,  think proper as a
reserve fund for contingencies, for equalizing dividends or other distributions,
for repairing or maintaining  any property of the  Corporation or for such other
purpose as the Board of Directors  shall determine to be in the best interest of
the  Corporation,  and the Board of  Directors  may modify or  abolish  any such
reserve in the manner in which it was created.

                                   ARTICLE X

                                INVESTMENT POLICY

               Subject to the provisions of the charter of the Corporation,  the
Board of Directors may from time to time adopt,  amend,  revise or terminate any
policy or policies with respect to  investments  by the  Corporation as it shall
deem appropriate in its sole discretion.

                                   ARTICLE XI

                                      SEAL

         Section 1. SEAL. The Board of Directors may authorize the adoption of a
seal by the Corporation.  The seal shall contain the name of the Corporation and
the year of its incorporation and the words "Corporate Seal Maryland." The Board
of  Directors  may  authorize  one or more  duplicate  seals and provide for the
custody thereof.

         Section 2.  AFFIXING  SEAL.  Whenever the  Corporation  is permitted or
required to affix 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 Corporation.

                                  ARTICLE XII

                    INDEMNIFICATION AND ADVANCES FOR EXPENSES

               To the maximum  extent  permitted  by Maryland law in effect from
time to time, the Corporation,  without requiring a preliminary determination of
the ultimate  entitlement to  indemnification,  shall indemnify and shall pay or
reimburse reasonable expenses in advance of

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<PAGE>

final  disposition  of a proceeding  to (a) any  individual  who is a present or
former  director  or officer of the  Corporation  and who is made a party to the
proceeding by reason of his service in that capacity or (b) any individual  who,
while a director  of the  Corporation  and at the  request  of the  Corporation,
serves or has served another  corporation,  partnership,  joint venture,  trust,
employee benefit plan or any other enterprise as a director, officer, partner or
trustee of such corporation, partnership, joint venture, trust, employee benefit
plan or other  enterprise and who is made a party to the proceeding by reason of
his service in that  capacity.  The  Corporation  may,  with the approval of its
Board of Directors,  provide such  indemnification and advance for expenses to a
person who served a  predecessor  of the  Corporation  in any of the  capacities
described in (a) or (b) above and to any employee or agent of the Corporation or
a predecessor of the Corporation.

               Neither  the  amendment  nor  repeal  of  this  Article,  nor the
adoption or  amendment  of any other  provision  of the Bylaws or charter of the
Corporation  inconsistent  with this  Article,  shall  apply to or affect in any
respect the applicability of the preceding  paragraph with respect to any act or
failure to act which occurred prior to such amendment, repeal or adoption.

                                  ARTICLE XIII

                                WAIVER OF NOTICE

               Whenever  any  notice is  required  to be given  pursuant  to the
charter of the  Corporation  or these  Bylaws or pursuant to  applicable  law, a
waiver  thereof in  writing,  signed by the person or persons  entitled  to such
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent  to the giving of such notice.  Neither the business to be transacted
at nor the  purpose  of any  meeting  need be set forth in the waiver of notice,
unless  specifically  required by statute.  The  attendance of any person at any
meeting shall  constitute a waiver of notice of such meeting,  except where such
person attends a meeting for the express purpose of objecting to the transaction
of any  business  on the  ground  that the  meeting  is not  lawfully  called or
convened.

                                  ARTICLE XIV

                               AMENDMENT OF BYLAWS

               The Board of Directors  shall have the exclusive  power to adopt,
alter or repeal any provision of these Bylaws and to make new Bylaws.




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