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                                                                 EXHIBIT 3.1 B


                               ARTICLES OF AMENDMENT
                                          
                                         OF
                                          
                             GOLF TRUST OF AMERICA, INC.

          Golf Trust of America, Inc., a Maryland corporation (the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

          FIRST: The charter of the Corporation is hereby amended by deleting in
its entirety Section 1 of Article VIII of the Articles of Amendment and
Restatement filed with the State of Maryland Department of Assessments and
Taxation on January 31, 1997 and by inserting, in lieu thereof, the following:

               SECTION 1.     INDEMNIFICATION.

               (a)  INDEMNIFICATION OF AGENTS.  The Corporation shall indemnify,
          in the manner and to the fullest extent permitted by law, any person
          (or the estate of any person) who is or was a party to, or is
          threatened to be made a party to, any threatened, pending or completed
          action, suit or proceeding, whether or not by or in the right of the
          Corporation, and whether civil, criminal, administrative,
          investigative or otherwise, by reason of the fact that such person is
          or was a director or officer of the Corporation, or such director or
          officer is or was serving at the request of the Corporation as a
          director, officer, agent, trustee, partner or employee of another
          corporation, partnership, joint venture, limited liability company,
          trust, real estate investment trust, employee benefit plan or other
          enterprise.  To the fullest extent permitted by law, the
          indemnification provided herein shall include expenses (including
          attorneys' fees), judgments, fines and amounts paid in settlement and
          any such expenses shall be paid by the Corporation in advance of the
          final disposition of such action, suit or proceeding.  The Corporation
          shall indemnify other employees and agents to such extent as shall be
          authorized by the Board of Directors or the Corporation's Bylaws and
          be permitted by law.  Any repeal or modification of this Section 1(a)
          by the stockholders of the Corporation shall be prospective only, and
          shall not adversely affect any right to indemnification or advancement
          of expenses hereunder existing at the time of such repeal or
          modification.

               (b)  INSURANCE.  The Corporation shall, to the fullest extent
          permitted by law, purchase and maintain insurance on behalf of any
          such person against any liability which may be asserted against such
          person.

               (c)  INDEMNIFICATION NON-EXCLUSIVE.  The indemnification provided
          herein shall not be deemed to limit the right of the Corporation to
          indemnify any other person for any such expenses to the fullest extent
          permitted by law, nor shall it be deemed exclusive of any other rights
          to which any person seeking indemnification from the Corporation may
          be entitled under any agreement, vote of stockholders or disinterested
          directors, or otherwise, both as to action in such person's official
          capacity and as to action in another capacity while holding such
          office.


          SECOND:  The amendment to the Charter of the Corporation as
hereinabove set forth has been duly advised by the Board of Directors and
approved by the stockholders of the Corporation, as required by law.

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          THIRD:  The amendment to the Charter of the Corporation does not
change the authorized stock of the Corporation.

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

          IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be signed in its name and on its behalf by its Executive Vice
President and Secretary and witnessed by its Senior Vice President and Assistant
Secretary as of the 4th day of June, 1998.



                         By:       /s/ David J. Dick
                            ---------------------------------------
                                   David J. Dick
                                   Executive Vice President and Secretary





WITNESS:


By:       /s/ Scott D. Peters
   --------------------------------------
          Scott D. Peters
          Senior Vice President and Assistant Secretary