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                                                                     EXHIBIT 3.2

             IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
                                    BYLAWS

                                   ARTICLE I

                                    OFFICES

  Section 1.  PRINCIPAL EXECUTIVE OFFICE.  The principal executive 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 executive 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.  The Corporation shall hold an annual meeting of
its stockholders to elect directors and transact any other business within its
powers, either at 10:00 a.m. on the first Tuesday of June in each year if not a
legal holiday, or at such other time on such other day falling on or before the
30th day thereafter as shall be set by the Board of Directors; provided,
however, that the annual meeting of stockholders in 1997 shall be either at 8:00
a.m. on September 22, 1997, or at such other time on such other day falling on
or before the 30th day thereafter as shall be set by the Board of Directors.
Except as the Charter or statute provides otherwise, any business may be
considered at an annual meeting without the purpose of the meeting having been
specified in the notice.  Failure to hold an annual meeting does not invalidate
the Corporation's existence or affect any otherwise valid corporate acts.

  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 

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the meeting. The Board of Directors shall set the date of the special meeting
and the record date for stockholders entitled to vote at such meeting.

  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 of directors, if there be one, shall conduct the meeting or, in the
case of vacancy in office or absence of the chairman of the board of directors,
one of the following officers present shall conduct the meeting in the order
stated: the chief executive officer, 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.  Unless the Corporation's Charter provides otherwise, at a
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 the meeting
shall constitute a quorum.  Whether or not a quorum is present, a meeting of
stockholders convened on the date for which it was called may be adjourned from
time to time without further notice by a majority vote of the stockholders
present in person or by proxy to a date not more than 120 days after the
original record date.  Any business which might have been transacted at the
meeting as originally notified may be deferred and transacted at any such
adjourned meeting at which a quorum shall be present.

  Section 8.  VOTING; PROXIES.  Unless the Corporation's Charter provides
otherwise, each outstanding share of stock, regardless of class, is entitled to
one vote on each matter submitted to a vote at a meeting of stockholders and
majority of all the votes cast at a meeting at which a quorum is present is
sufficient to approve any matter which properly comes before the meeting, except
that a plurality of all the votes cast at a meeting at which a quorum is present
is sufficient to elect a director.  In all elections for directors, each share
of stock 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 stockholder
may vote the stock the stockholder owns of record either in 

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person or by proxy. A stockholder may sign a writing authorizing another person
to act as proxy. Signing may be accomplished by the stockholder or the
stockholder's authorized agent signing the writing or causing the stockholder's
signature to be affixed to the writing by any reasonable means, including
facsimile signature. A stockholder may authorize another person to act as proxy
by transmitting, or authorizing the transmission of, a telegram, cablegram,
datagram, or other means of electronic transmission to the person authorized to
act as proxy or to a proxy solicitation firm, proxy support service
organization, or other person authorized by the person who will act as proxy to
receive the transmission. Unless a proxy provides otherwise, it is not valid
more than 11 months after its date. A proxy is revocable by a stockholder at any
time without condition or qualification unless the proxy states that it is
irrevocable and the proxy is coupled with an interest. A proxy may be made
irrevocable for so long as it is coupled with an interest. The interest with
which a proxy may be coupled includes an interest in the stock to be voted under
the proxy or another general interest in the Corporation or its assets or
liabilities.

  Section 9.   VOTING OF STOCK BY CERTAIN HOLDERS.  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.

  Section 10.  INSPECTORS.  At any meeting of stockholders, the chairman of the
meeting may 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.

  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 11.  NOMINATIONS AND PROPOSALS BY STOCKHOLDERS.

  (a)  ANNUAL MEETINGS OF STOCKHOLDERS.

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  (1)  Nominations of persons for election to the Board of Directors and the
proposal of business to be considered by the stockholders 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 both at the time
of giving of notice provided for in this Section 11(a) 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 11(a).

  (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 11, the stockholder must have given timely notice thereof in writing to
the secretary of the Corporation and such other business must otherwise be a
proper matter for action by stockholders. To be timely, a stockholder's notice
shall be delivered to the secretary at the principal executive offices of the
Corporation 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 30 days or delayed by more
than 60 days from such anniversary date or if the Corporation has not previously
held an annual meeting, notice by the stockholder 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
Corporation. 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 stockholder's notice as described above. 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 in an election contest, 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
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.

  (3)  Notwithstanding anything in the second sentence of paragraph (a)(2) of 
this Section 11 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 by the

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    Corporation naming all of the nominees for director or specifying the size
    of the increased Board of Directors at least 70 days prior to the first
    anniversary of the preceding year's annual meeting, a stockholder's notice
    required by this Section 11(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 both at the time of giving of notice
provided for in this Section 11(b) 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 11(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 11 shall be delivered to the
secretary at the principal executive offices of the Corporation 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 Board of Directors 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 stockholder's
notice as described above.

    (c)  GENERAL.

           (1) Only such persons who are nominated in accordance with the 
    procedures set forth in this Section 11 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 11. 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 11 and, if any proposed nomination or business is not in compliance
    with this Section 11, to declare that such nomination or proposal shall be
    disregarded.

           (2) For purposes of this Section 11, "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 

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    Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of
    the Exchange Act.

           (3)  Notwithstanding the foregoing provisions of this Section 11, 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 11. Nothing in this Section
    11 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.

    Section 12. 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.  The business and affairs of the Corporation 
shall be managed under the direction of its Board of Directors, which may
exercise all of the powers of the Corporation, except such as are by law or by
the Corporation's Charter or by these Bylaws conferred upon or reserved to the
stockholders.

    Section 2.  INDEPENDENT MAJORITY.  A majority of the members of the Board of
Directors shall at all times after the first annual meeting of stockholders be
Independent Directors.

    Section 3.  NUMBER, TENURE AND QUALIFICATIONS.  Subject to the rights of the
holders of any class of stock separately entitled to elect one or more
directors, at each annual meeting the stockholders shall elect directors to hold
office until the next annual meeting and until their successors are elected and
qualified.  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 General Laws of the State of
Maryland, nor more than nine, and further provided that the tenure of office of
a director shall not be affected by any decrease in the number of directors.

    Section 4.  REGULAR MEETINGS.  Regular meetings of the Board of Directors
shall be held not less frequently than once per calendar quarter, with one such
regular meeting of the Board of Directors being 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.

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    Section 5.  SPECIAL MEETINGS.  Special meetings of the Board of Directors 
may be called by or at the request of the chairman of the board of directors,
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 6.  CHAIRMAN OF THE BOARD OF DIRECTORS.  The chairman of the board
of directors shall preside, if present, at all meetings of the Board of
Directors (if the chairman of the board of directors is not present at a
meeting, then the chief executive officer of the Corporation shall preside at
such meeting). The chairman of the board of directors shall see that all orders
and resolutions of the Board of Directors are carried into effect and shall from
time to time report to the Board of Directors all matters within his or her
knowledge which the interests of the Corporation may require to be brought to
their notice. The chairman of the board of directors shall also perform such
other duties and he or she may exercise such other powers as from time to time
may be delegated to him or her by the Board of Directors.

    Section 7.  VICE CHAIRMAN OF THE BOARD OF DIRECTORS.  The vice chairman of
the board of directors shall perform such duties and may exercise such powers as
from time to time may be delegated to him or her by the Board of Directors.

    Section 8.  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.

    Section 9.  QUORUM.  A majority of the entire Board of Directors shall
constitute a quorum for the transaction of business.  In the absence of a
quorum, the directors present by majority vote and without notice other than by
announcement may adjourn the meeting from time to time until a quorum shall
attend.  At any 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 10. VOTING.  Unless applicable law, the Corporation's Charter or
these Bylaws requires a greater proportion, the action of a majority of the
directors present at a meeting at which a quorum is present is the action of the
Board of Directors.

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    Section 11. 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 12. ACTION BY DIRECTORS WITHOUT A MEETING.  Any action required or
permitted to be taken at a meeting of the Board of Directors may be taken
without a meeting, if an unanimous written consent which sets forth the action
is signed by each member of the Board and filed with the minutes of proceedings
of the Board of Directors.

    Section 13. 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).  Subject to the rights of the holders of any class of
stock separately entitled to elect one or more directors, the stockholders may
elect a successor to fill a vacancy on the Board of Directors which results from
the removal of a director.  A director elected by the stockholders to fill a
vacancy which results from the removal of a director serves for the balance of
the term of the removed director.  Subject to the rights of the holders of any
class of stock separately entitled to elect one or more directors, a majority of
the remaining directors, whether or not sufficient to constitute a quorum, may
fill a vacancy on the Board of Directors which results from any cause except an
increase in the number of directors, and a majority of the entire Board of
Directors may fill a vacancy which results from an increase in the number of
directors.  A director elected by the Board of Directors to fill a vacancy
serves until the next annual meeting of stockholders and until his or her
successor is elected and qualifies.  No decrease in the number of directors
constituting the Board of Directors shall affect the tenure of office of any
director.

    Section 14. COMPENSATION.  The Corporation will pay an annual director's fee
to each Independent Director equal to $20,000, with no additional fee to be paid
for the first four meetings of the Board of Directors.  Each Independent
Director will be paid a fee of $1,000 for each additional meeting of the Board
of Directors attended in person by such Independent Director.  In addition, an
annual fee of $2,000 will be paid to any Independent Director who is the chair
of any committee of the Board of Directors.  Affiliated Directors shall not
receive any stated salary for their services as directors.  All 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 15. 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.

    Section 16. 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.

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    Section 17. 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 18. INVESTMENT POLICIES AND RESTRICTIONS.  The investment policies
of the Corporation and the restrictions thereon shall be established from time
to time by the Board of Directors, including a majority of the Independent
Directors; provided, however, that the investment policies of the Corporation
and the limitations thereon shall be at all times in compliance with the
restrictions applicable to real estate investment trusts pursuant to the
Internal Revenue Code of 1986, as it may be amended from time to time. The
Independent Directors shall review the investment policies of the Corporation at
least annually to determine that the policies then being followed by the
Corporation are in the best interests of its stockholders. Each such
determination and the basis therefor shall be set forth in the minutes of the
Board of Directors.

    Section 19. MANAGEMENT AGREEMENTS.  The Board of Directors may engage a
Manager to advise the Board of Directors and be responsible for directing the
day-to-day business affairs of the Corporation pursuant to a written agreement
or agreements.  The approval of any such management agreement and the renewal or
termination thereof shall require the affirmative vote of a majority of the
Independent Directors.

    The Board of Directors shall evaluate the performance of the Manager before
entering into or renewing any management agreement.  The minutes of the meetings
with respect to such evaluation shall reflect the criteria used by the Board of
Directors in making such evaluation.  Upon any termination of the management
agreement described in the initial registration statement of this Corporation's
initial public offering of securities, the Board of Directors shall determine
that any successor Manager possesses sufficient qualifications (a) to perform
the management function for the Corporation and (b) to justify the compensation
provided for in its contract with the Corporation.  Each extension of the
contract for the services of a Manager entered into by the Board of Directors
shall have a term of no more than two years.

    In determining whether to enter into or renew any management agreement, the
Independent Directors shall consider the following factors and all other factors
that they may deem relevant and their findings on each of such factors shall be
recorded in the minutes of the Board of Directors:

    (a)  The size of management fee in relation to the size and profitability
of the investment portfolio of the Corporation;

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    (b)  The success of the Manager in generating opportunities that meet the
investment objectives of the Corporation;

    (c)  The quality and extent of service and advice furnished by the Manager
to the Corporation;

    (d)  The rates charged to other corporations similar to the Corporation and
to other investors by advisers performing similar services; and

    (e)  Additional revenues realized by the Manager and its Affiliates through
their relationship with the Corporation, including loan administration,
underwriting or broker commissions, servicing, engineering, inspection and other
fees, whether paid by the Corporation or by others with whom the Corporation
does business.

    Section 20. RELATED PARTY TRANSACTIONS.  A majority of the Independent
Directors shall approve general guidelines ("Guidelines") for the Corporation's
investments, borrowings and operations, and the Independent Directors shall
conduct a quarterly review of all transactions engaged in by the Corporation,
including transactions with the Manager or any Affiliate of the Manager, to
insure compliance with the Guidelines.  The Independent Directors shall not be
required to approve transactions between the Corporation and the Manager or any
Affiliate of the Manager.

    Section 21. MANAGEMENT BY DIRECTORS.  Should the Board of Directors elect to
delegate the duty of management of the Corporation's assets and administration
of the Corporation's day-to-day operations to a Manager the directors of the
Corporation will not be required to devote their full time to the affairs of the
Corporation; provided that the directors devote so much of their time to the
Corporation's affairs as is necessary or required for the effective conduct and
operation of the Corporation's business.

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                                  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 one or more directors
and delegate to these committees any of the powers of the Board of Directors,
except the power to authorize dividends on stock, elect directors, issue stock
other than as provided in the next sentence, recommend to the stockholders any
action which requires stockholder approval, amend these Bylaws, or approve any
merger or share exchange which does not require stockholder approval.  If the
Board of Directors has given general authorization for the issuance of stock
providing for or establishing a method or procedure for determining the maximum
number of shares to be issued, a committee of the Board, in accordance with that
general authorization or any stock option or other plan or program adopted by
the Board of Directors, may authorize or fix the terms of stock subject to
classification or reclassification and the terms on which any stock may be
issued, including all terms and conditions required or permitted to be
established or authorized by the Board of Directors.  At least a majority of the
members of the Compensation Committee of the Board of Directors and the Audit
Committee of the Board of Directors shall be composed of Independent Directors.

    Section 2.  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.

    Section 3.  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 4.  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 an unanimous written consent which sets forth the action
is signed by each member of the committee and such written consent is filed with
the minutes of proceedings of such committee.

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    Section 5.  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 president, a secretary and a treasurer and may include a chairman of
the board, a vice chairman of the board, a chief executive officer, one or more
senior vice presidents or vice presidents, a chief operating officer, a chief
financial officer, 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 or
president 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 or appointment 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, 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 it effective unless otherwise
stated in the resignation. Such resignation shall be without prejudice to the
contract rights, if any, of the officer, agent or 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 president
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.  If the chairman of the 

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<PAGE>
 
board of directors is not present at a meeting of the Board of Directors then
the chief executive officer of the Corporation shall act as the chairman of the
board of directors at such meeting and shall preside over such meeting.

    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.  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.

    Section 8.  VICE PRESIDENTS.  In the absence of the president or in the 
event of a vacancy in such office, the senior vice president (or in the event
there be more than one senior vice president, the senior vice presidents in the
order designated at the time of their appointment or election or, in the absence
of any designation, then in the order of their appointment or election, or if
there be no senior vice presidents, the vice president or vice presidents in the
order designated at the time of their appointment or election or, in the absence
of any designation, in the order of their appointment or 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 9.  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.

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<PAGE>
 
    Section 10. 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 11. 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.

    Section 12. 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 

                                       14
<PAGE>
 
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 is entitled to certificates 
which represent and certify the shares of stock he or she holds in the
Corporation. Each stock certificate shall include on its face the name of the
Corporation, the name of the stockholder or other person to whom it is issued,
and the class of stock and number of shares it represents. It shall also include
on its face or back (a) a statement of any restrictions on transferability and
(b) a statement which provides in substance that the Corporation will furnish to
any stockholder on request and without charge a full statement of the
designations and any preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption of the stock of each class which the Corporation is
authorized to issue, of the difference in the relative rights and preferences
between the shares of each series of a preferred or special class in series
which the Corporation is authorized to issue, to the extent they have been set,
and of the authority of the Board of Directors to set the relative rights and
preferences of subsequent series of a preferred or special class of stock and
any restrictions on transferability. Such request may be made to the secretary
or to its transfer agent. It shall be in such form, not inconsistent with law or
with the Corporation's Charter, as shall be approved by the Board of Directors
or any officer or officers designated for such purpose by resolution of the
Board of Directors. Each stock certificate shall be signed by the chairman of
the board, the president, or a senior vice-president, and countersigned by the
secretary, an assistant secretary, the treasurer, or an assistant treasurer.
Each certificate may be sealed with the actual corporate seal or a facsimile of
it or in any other form and the signatures may be either manual or facsimile
signatures. A certificate is valid and may be issued whether or not an officer
who signed it is still an officer when it is issued. A certificate may not be
issued until the stock represented by it is fully paid.

    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.

                                       15
<PAGE>
 
    Notwithstanding the foregoing, transfers of shares of any class of stock 
will be subject in all respects to the Corporation's Charter 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.

    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.

                                       16
<PAGE>
 
    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 Corporation's 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.

    Section 7.  EXEMPTION FROM CONTROL SHARE ACQUISITION STATUTE. To the fullest
extent permitted by Maryland law, the capital stock of the Corporation shall be
exempt from the provisions of Sections 3-701 to 3-709 of the Corporations and
Associations Article of the Annotated Code of Maryland (as the same may be
amended) and any successor statutes.

                                 ARTICLE VIII

                                ACCOUNTING YEAR

    The fiscal year of the Corporation shall end on December 31st of each year.
The Board of Directors shall have the power from time to time to change the
fiscal year provided that such change does not cause the Corporation to fail to
qualify as a REIT.

                                  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 and
may be paid in cash, property or stock of the Corporation, subject to the
provisions of law and the Corporation's Charter, to insure that the Corporation
satisfies the requirements for qualification as a REIT.

    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.

                                       17
<PAGE>
 
                                   ARTICLE X

                               INVESTMENT POLICY

    Subject to the provisions of the Corporation's Charter, the Board of
Directors, including a majority of the Independent 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 "Incorporated in 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 ADVANCE OF EXPENSES

    The Corporation shall indemnify and hold harmless and, without requiring a
determination of the ultimate entitlement to indemnification, pay reasonable
expenses in advance of the final disposition of any proceeding to (A) its
present and former directors and officers, whether serving the Corporation or at
its request any other entity, to the full extent required or permitted by the
General Laws of the State of Maryland now or hereafter in force, including the
advance of expenses under the procedures and to the full extent permitted by law
and (B) other employees and agents to such extent as shall be authorized by the
Board of Directors or the Corporation's Charter and be permitted by law.  The
foregoing rights of indemnification shall not be exclusive of any other rights
to which those seeking indemnification may be entitled.

                                       18
<PAGE>
 
    Any indemnification, or payment of expenses in advance of the final
disposition of any proceeding, shall be made promptly, and in any event within
60 days, upon the written request of the director or officer entitled to seek
indemnification (the "Indemnified Party").  The right to indemnification and
advances hereunder shall be enforceable by the Indemnified Party in any court of
competent jurisdiction, if (i) the Corporation denies such request, in whole or
in part, or (ii) no disposition thereof is made within 60 days.  The Indemnified
Party's costs and expenses incurred in connection with successfully establishing
his or her right to indemnification, in whole or in part, in any such action
shall also be reimbursed by the Corporation.  It shall be a defense to any
action for advance for expenses that (a) a determination has been made that the
facts then known to those making the determination would preclude
indemnification or (b) the Corporation has not received both (i) an undertaking
as required by law to repay such advances in the event it shall ultimately be
determined that the standard of conduct has not been met and (ii) a written
affirmation by the Indemnified Party of such Indemnified Party's good faith
belief that the standard of conduct necessary for indemnification by the
Corporation has been met.

    The indemnification and advance of expenses provided by the Corporation's
Charter and these By-Laws shall not be deemed exclusive of any other rights to
which a person seeking indemnification or advance of expenses may be entitled
under any law (common or statutory), or any agreement, vote of stockholders or
disinterested directors or other provision that is consistent with law, both as
to action in his or her official capacity and as to action in another capacity
while holding office or while employed by or acting as agent for the
Corporation, shall continue in respect of all events occurring while a person
was a director or officer after such person has ceased to be a director or
officer, and shall inure to the benefit of the estate, heirs, executors and
administrators of such person.  The Corporation shall not be liable for any
payment under this Bylaw in connection with a claim made by a director or
officer to the extent such director or officer has otherwise actually received
payment under insurance policy, agreement, vote or otherwise, of the amounts
otherwise indemnifiable hereunder.  All rights to indemnification and advance of
expenses under the Corporation's Charter and hereunder shall be deemed to be a
contract between the Corporation and each director or officer of the Corporation
who serves or served in such capacity at any time while this Bylaw is in effect.
Nothing herein shall prevent the amendment of this Bylaw, provided that no such
amendment shall diminish the rights of any person hereunder with respect to
events occurring or claims made before its adoption or as to claims made after
its adoption in respect of events occurring before its adoption.  Any repeal or
modification of this Bylaw shall not in any way diminish any rights to
indemnification or advance of expenses of such director or officer or the
obligations of the Corporation arising hereunder with respect to events
occurring, or claims made, while this Bylaw or any provision hereof is in force.

    Neither the amendment nor repeal of this Article XII, nor the adoption or
amendment of any other provision of these Bylaws or the Corporation's Charter
inconsistent with this Article XII, 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.

                                       19
<PAGE>
 
                                 ARTICLE XIII

                               WAIVER OF NOTICE

    Whenever any notice is required to be given pursuant to the Corporation's
Charter 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

    In accordance with the Corporation's Charter, these Bylaws may be repealed,
altered, amended or rescinded by the stockholders of the Corporation only by
vote of not less than two-thirds of the outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of directors
(considered for this purpose as one class) cast at a meeting of the stockholders
called for that purpose (provided that notice of such proposed repeal,
alteration, amendment or rescission is included in the notice of such meeting).
In addition, except as otherwise provided in the Corporation's Charter and in
these Bylaws, the Board of Directors may repeal, alter, amend or rescind these
Bylaws by vote of a majority of the Board of Directors at a meeting held in
accordance with the provisions of these Bylaws.

                                       20