GROVE REAL ESTATE ASSET TRUST

                                     BYLAWS

                                    ARTICLE I
                                     OFFICES

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

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

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

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

Section 2. ANNUAL MEETING.
An annual meeting of the shareholders for the election of Trust Managers and the
transaction of any business  within the powers of the Trust shall be held during
the month of June of each year, after the delivery of the annual report referred
to in Section 11 of this  Article  II, at a  convenient  location  and on proper
notice, on a date and at the time set by the Trust Managers.

Section 3. SPECIAL MEETINGS.
The Chairman of the Board of Trust Managers or the President or one-third of the
Trust Managers may call special meetings of the  shareholders.  Special meetings
of  shareholders  shall also be called by the Secretary upon the written request
of the  holders  of shares  entitled  to cast not less than 25% of all the votes
entitled to the cast at such  meeting.  Such request  shall state the purpose of
such meeting.  The secretary  shall inform such  shareholders  of the reasonably
estimated  cost of preparing and mailing notice of the meeting and, upon payment
by such shareholders to the Trust of such costs, the Secretary shall give notice
to each  shareholder  entitled to notice of the  meeting.  Unless  requested  by
shareholders 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  meeting  of  the
shareholders held during the preceding twelve months.


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Section 4. NOTICE.
Not less than ten nor more than 90 days before such meeting of shareholders, the
Secretary shall give to each shareholder entitled to vote at such meeting and to
each  shareholder not entitled to vote who is entitled to notice of the meeting,
written or printed  notice stating the time and place of the meeting and, in the
case of a special  meeting or as otherwise  may be required by any statute,  the
purpose for which the meeting is called,  either by mail or by  presenting it to
such shareholder  personally or by leaving it at 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  shareholder  at higher  post office
address as it appears on the records of the Trust, with postage thereon prepaid.

Section 5. SCOPE OF NOTICE.
Any business of the Trust may be transacted at an annual meeting of shareholders
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  shareholders   except  as  specifically
designated in the notice.

Section 6. QUORUM.
At  any  meeting  of  shareholders,  the  presence  in  person  or by  proxy  of
shareholders 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 Declaration of Trust, as amended,  for the
vote necessary for the adoption of any measure.  If, however,  such quorum shall
not be present at any meeting, the shareholders entitled to vote at the meeting,
present in person or by proxy, shall have 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 7. VOTING.
A plurality of all the votes cast at a meeting of  shareholders  duly called and
at which a quorum is present shall be sufficient to elect a Trust Manager.  Each
share may be voted for as many  individuals  as there are Trust  Managers  to be
elected and for whose  election the share is entitled to be voted. A majority of
the votes cast at a meeting of shareholders duly called and at which a quorum is
present  shall be sufficient to approve any other matter which may properly come
before the  meeting,  unless  more than a majority of the votes cast is required
herein or by statute or by the Declaration of Trust Managers, as amended. Unless
otherwise  provided in the Declaration,  each outstanding  share,  regardless of
class,  shall be entitled to one vote on each  matter  submitted  to a vote at a
meeting of shareholders.

Section 8. PROXIES.
A shareholder may vote the shares owned of record by him, either in person or by
proxy executed in writing by the shareholder or by his duly authorized  attorney
in fact.

Such proxy shall be filed with the  Secretary of the Trust before or at the time
of the meeting. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

Section 9. VOTING OF SHARES BY CERTAIN HOLDERS.
Shares  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 shares  pursuant to a bylaw or a resolution  of the
board of  directors  of such  corporation  or other  entity,  and if such person
presents a certified copy of such bylaw or resolution, in which case such person
may vote such shares.  Any trustee or other fiduciary may vote shares registered
in his name as such fiduciary, either in person or by proxy.

Shares of the Trust directly or indirectly owned by it shall not be voted at any
meeting and shall not be counted in determining  the total number of outstanding
shares  entitled to be voted at any given time,  unless they are held by it in a
fiduciary  capacity,  in which  case they may be voted and shall be  counted  in
determining the total number of outstanding shares at any given time.

The Board of Trust  Managers  may adopt by  resolution  a  procedure  by which a
shareholder  may certify in writing to the Trust that any shares  registered  in
the name of the shareholder are held for the account of a specified person other
than the  shareholder.  The resolution  shall set forth the class of shareholder
who may make the  certification;  the purpose for which the certification may be
made; the form of  certification  and the  information to be contained in it; if
the  certification  is with  respect  to a record  date or  closing of the share
transfer books,  the time after the record date or closing of the share transfer
books  within  which the  certification  must be received by the Trust;  and any
other provisions with respect to the procedure which the Trust Managers consider
necessary or desirable.  On receipt of such certification,  the person specified
in the  certification  shall be regarded  as, for the  purposes set forth in the
certification, the shareholder of record of the specified shares in place of the
shareholder who makes the certification.

Notwithstanding  any other provision  contained  herein or in the Declaration of
Trust, as amended, or these Bylaws,  Title 3, Subtitle 7 of the Corporations and
Associations  Article  of the  Annotated  Code of  Maryland  (or  any  successor
statutes  shall  not  apply  to any  acquisition  by any  person  of  shares  of
beneficial interest of the Trust.

Section 10. INSPECTORS.
At any meeting of  shareholders,  the  Chairman of the meeting  may, or upon the
request of any shareholder shall,  appoint one or more persons as inspectors for
such 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 shareholders.

Each  report of an  inspector  shall be in writing and signed by him/her or by a
majority of them, if there is more than one inspector acting at such meeting. If
there is more than one  inspector,  the report of a majority shall be the report
of the  inspectors.  The  report  of the  inspector(s)  on the  number of shares
represented  at the meeting  and the results of the voting  shall be Prima facie
evidence thereof.

Section 11. REPORTS TO SHAREHOLDERS.
After the close of each  fiscal  year of the  Trust,  the Trust  Managers  shall
deliver or cause to be delivered a report of the business and  operations of the
Trust during such fiscal year to the shareholders containing a balance sheet and
a statement of income and surplus of the Trust, accompanied by the certification
of an independent  certified public accountant,  and such further information as
the Trust  Managers may determine is required  pursuant to any law or regulation
to which  the  Trust is  subject.  The  annual  report  shall  be  submitted  to
shareholders at or before the annual meeting of the  shareholders and within the
earlier of twenty (20) day after the annual meeting of the  shareholders  or one
hundred and twenty (120) day after the end of the fiscal year shall be placed on
file at the principal office of the Trust.

Section 12. NOMINATIONS AND SHAREHOLDER BUSINESS.

(a) Annual Meetings of Shareholders.

(1)  Nominations  of persons for election to the Board of Trust Managers and the
proposal of  business to be  considered  by the  shareholders  may be made at an
annual  meeting of  shareholders  (i) pursuant to the Trust's notice of meeting,
(ii) by or at the direction of the Trust Managers or (iii) by any shareholder of
the  Trust  who was a  shareholder  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) (2) and
(3).

(2) For  nominations or other  business to be properly  brought before an annual
meeting by a  shareholder  pursuant to clause (iii) of paragraph (a) (1) of this
Section 12, the shareholder  must have given timely notice thereof in writing to
the  Secretary  of the Trust.  To be timely,  a  shareholder's  notice  shall be
delivered to the Secretary at the principal  executive  offices of the Trust not
less than 60 days nor more than 90 days  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, notice by the shareholder to be timely
must be so delivered not earlier than 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.  Such  shareholder's
notice  shall set forth (i) as to each person whom the  shareholder  proposes to
nominate for election or reelection as a Trust Manager all information  relating
to such person that is required to be disclosed in  solicitations of proxies for
election of Trust  Managers,  or is otherwise  required in each case pursuant to
Regulations  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 Trust Manager if elected); (ii)
as to any other  business  that the  shareholder  proposes  to bring  before the
meeting,  a brief  description of the business  desired to be brought before the
meeting, the reasons for conducting such business of such shareholder and of the
beneficial  owner, if any, on whose behalf the proposal is made, and (iii) as to
the  shareholder  giving the notice and the beneficial  owner,  if any, on whose
behalf the  nomination  or  proposal  is made,  (x) the name and address of such
shareholder,  as they appear on the Trust's books,  and of such beneficial owner
and (y) the  number  of each  class of  shares  of the  Trust  which  are  owned
beneficially and of record by such shareholder and such beneficial owner.

(3) Notwithstanding anything in the second sentence of paragraph (a) (2) of this
Section 12 to the contrary, in the event that the number of Trust Managers to be
elected  to the  Board of Trust  Managers  is  increased  and there is no public
announcement naming all of the nominees for Trust Manager or specifying the size
of the  increased  Board of Trust  Managers  made by the  Trust at least 70 days
prior to the  first  anniversary  of the  preceding  year's  annual  meeting,  a
shareholder'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  Trust not later  than the  close of  business  on the tenth day
following the day on which such public announcement is first made by the Trust.

(b) Special Meetings of Shareholders. Only such business shall be conducted at a
special  meeting of  shareholders  as shall have been brought before the meeting
pursuant to the Trust's  notice of meeting.  Nominations of persons for election
to the Board of Trust Managers may be made at a special  meeting of shareholders
at which Trust  Managers  are to be elected  pursuant  to the Trust's  notice of
meeting (i) by or at the  direction  of the Board of Trust  matter and any other
shareholder  entitled  to notice of a meeting of  shareholders  (but not to vote
thereat) has waived in writing any right to dissent  from such action,  and such
consent  and  waiver  are  filed  with  the  minutes  of   proceedings   of  the
shareholders.

Section 14. VOTING BY BALLOT.
Voting on any question or in any election may be viva voce unless the  presiding
officer shall order or any shareholder shall demand that voting be by ballot.

                                   ARTICLE III
                                 TRUST MANAGERS

Section 1. GENERAL POWERS: QUALIFICATIONS.
The  business and affairs of the Trust shall be managed  under the  direction of
its Board of Trust Managers.  A Trust Manager shall be an individual at least 21
years of age who is not under legal disability.

Section 2. ANNUAL AND REGULAR MEETINGS.
An annual meeting of the Trust Managers shall be held  immediately  after and at
the same place as the annual meeting of shareholders,  no notice other than this
Bylaw being necessary.  The Trust Managers may provide, by resolution,  the time
and place,  either  within or without the State of Maryland,  for the holding of
regular   meetings  of  the  Trust  Managers  without  other  notice  than  such
resolution.

Section 3. SPECIAL MEETINGS.
Special meetings of the Trust Managers may be called by or at the request of the
Chairman of the Board,  the Chief  Executive  Officer or a majority of the Trust
Managers  then in  office.  The  person or persons  authorized  to call  special
meetings of the Trust  Managers may fix any place,  either within or without the
State of  Maryland,  as the place for holding  any special  meeting of the Trust
Managers called by them.

Section 4. NOTICE.
Notice  of any  special  meetings  shall be given by  written  notice  delivered
personally,  telegraphed  or mailed to each  Trust  Manager at his  business  or
residence address. Personally delivered or telegraphed notices 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.  If mailed,  such notice shall be deemed to be given
when  deposited  in the United  States mail  properly  addressed,  with  postage
thereon prepaid.  If given by telegram,  such notice shall be deemed to be given
when the telegram is delivered to the telegraph company. Neither the business to
be transacted at, nor the purpose of, any annual,  regular or special meeting of
the Trust Managers need be stated in the notice, unless specifically required by
statute or these Bylaws.

Section 5. QUORUM.
A majority of the Trust  Managers shall  constitute a quorum for  transaction of
business at any meeting of the Trust  Managers,  provided  that,  if less than a
majority of such Trust  Managers are present at said meeting,  a majority of the
Trust Managers present may adjourn the meeting from time to time without further
notice,  and provided  further that if, pursuant to the Declaration of Trust, as
amended,  or these Bylaws, the vote of a majority of a particular group of Trust
Managers is required  for action,  a quorum must also include a majority of such
group.

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

Section 6. VOTING.
The action of the majority of the Trust Managers present at a meeting at which a
quorum  is  present  shall be the  action  of the  Trust  Managers,  unless  the
concurrence  of a greater  proportion  is required for such action by applicable
statute.

Section 7. TELEPHONE MEETINGS.
Trust Managers 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 8. INFORMAL ACTION BY TRUST.
Managers.  Any action  required or  permitted  to be taken at any meeting of the
Trust  Managers may be taken without a meeting,  if a consent in writing to such
action is signed by each Trust  Manager and such  written  consent is filed with
the minutes of proceeding of the Trust Managers.

Section 9. VACANCIES.
If for any reason any or all the Trust Managers cease to be Trust Managers, such
event shall not  terminate the Trust or affect these Bylaws or the powers of the
remaining  Trust  Managers  hereunder  (even if fewer  than two  Trust  Managers
remain).  Any vacancy  (including a vacancy created by an increase in the number
of Trust  Managers)  shall be filled,  at any regular  meeting or at any special
meeting  called for that  purpose,  by a  majority  of the Trust  Managers.  Any
individual so elected as Trust Managers shall hold office for the unexpired term
of the Trust Manager he is replacing.

Section 10. COMPENSATION.
Trust  Managers  shall not receive any stated salary for their services as Trust
Manager,  but, by resolution of the Trust  Managers,  may receive fixed sums per
year and/or per meeting. Expenses of attendance, if any, may be allowed to Trust
Managers for attendance at each annual,  regular or special meeting of the Trust
Managers or of any committee  thereof;  but nothing  herein  contained  shall be
construed  to preclude  any Trust  Manager  from  serving the Trust in any other
capacity and receiving compensation therefore.

Section 11. REMOVAL OF TRUST MANAGERS.
The  shareholders  may,  at any time,  remove  any Trust  Manager  in the manner
provided in the Declaration of Trust, as amended.

Section 12. LOSS OF DEPOSITS.
No Trust  Manager  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 shares have been deposited.

Section 13. SURETY BONDS.
Unless  required by law, no Trust Manager 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 14. RELIANCE.
Each Trust  Manager,  officer,  employee  and agent of the Trust  shall,  in the
performance  of his duties with  respect to the Trust,  be fully  justified  and
protected  with  regard to any act or failure to act in  reliance  in good faith
upon the books of  account or other  records  of the  Trust,  upon an opinion of
counsel or upon reports made to the Trust by any of its officers or employees or
by the advisor, accountants, appraisers or other experts or consultants selected
by the Trust  Managers  or  officers of the Trust,  regardless  of whether  such
counsel or expert may also be a Trust Manager.

Section 15. CERTAIN RIGHTS OF TRUST MANAGERS, OFFICERS
EMPLOYEES AND AGENTS.
The Trust Managers shall have no responsibility to devote their full time to the
affairs of the Trust.  Any Trust  Manager or  officer,  employee or agent of the
Trust, 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 those of or relating to the
Trust subject to the provisions of any  Non-Competition  Agreement or Employment
Agreement  between  any of them and the Trust and  exclusively  on the terms set
forth in either of those Agreements.

                                   ARTICLE IV
                                   COMMITTEES

Section 1. NUMBER, TENURE AND QUALIFICATIONS.
The Trust Mangers may appoint from among its members an Executive Committee,  an
Audit Committee and other committees,  composed of two or more independent Trust
Managers, to serve at the pleasure of the Trust Managers.

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

Section 3. MEETINGS.
In the absence of any member of any such committee,  the members thereof present
at any meeting,  whether or not they  constitute a quorum,  may appoint  another
Trust Managers to act in the place of such absent member.

Section 4. TELEPHONE MEETINGS.
Members of a committee  of the Trust  Managers 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 Trust  Mangers  may be taken  without a meeting,  if a consent in writing to
such action is signed by each member of the committee  and such written  consent
is filed with the minutes of proceedings of such committee.

                                    ARTICLE V
                                    OFFICERS

Section 1. GENERAL PROVISIONS.
The  officers  of the Trust may  consist  of a  Chairman  of the  Board,  a Vice
Chairman of the Board, a Chief Executive Officer, a President,  one or more Vice
Presidents,  a Treasurer, one or more Assistant Treasurers, a Secretary, and one
or more Assistant Secretaries.  In addition, the Trust managers may from time to
time appoint such other  officers with such powers and duties as they shall deem
necessary or desirable. The officers of the Trust shall be elected annually by /
the Trust Mangers at the first  meeting of the Trust  Managers held l after each
annual meeting of shareholders.  If the election of l 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 their  discretion,  the Trust  Managers  may leave
unfilled  any office  except that of  President  and  Secretary.  Election of an
officer or agent shall not of itself create  contract  rights  between the Trust
and such officer or agent.

Section 2. REMOVAL AND RESIGNATION.
Any  officer or agent of the Trust may be removed  by the Trust  Managers  if in
their judgment the best interests of the Trust 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 Trust may resign at any time by giving  written
notice of his resignation to the Trust Managers,  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.

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

Section 4. CHIEF EXECUTIVE OFFICER.
The Trust Manager may designate a Chief Executive Officer from among the elected
officers.   The  Chief   Executive   Officer  shall  have   responsibility   for
implementation  of the  policies  of  the  Trust,  as  determined  by the  Trust
Managers,  and for the  administration  of the business affairs of the Trust. In
the absence of both the Chairman and the Vice  Chairman of the Board,  the Chief
Executive  Officer shall preside over the meetings of the Trust  Managers and of
the shareholders at which he shall be present.


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Section 5. CHIEF OPERATING OFFICER.
The Trust  Managers  may  designate  a Chief  Operating  Officer  from among the
elected officers.  Said officer will have the responsibilities and duties as set
forth by the Trust Managers or the Chief Executive Officer.

Section 6. CHIEF FINANCIAL OFFICER.
The Trust  Managers  may  designate  a Chief  Financial  Officer  from among the
elected officers.  Said officer will have the responsibilities and duties as set
forth by the Trust Managers or the Chief Executive Officer.

Section 7. Chairman AND VICE CHAIRMAN OF THE BOARD.
The Chairman of the Board shall  preside over the meetings of the Trust  Mangers
and of the  shareholders  at  which he shall be  present  and  shall in  general
oversee  all of the  business  and  affairs of the Trust.  In the absence of the
Chairman of the Board,  the Vice  Chairman  of the Board shall  presides at such
meetings at which he shall be present. The Chairman and the Vice Chairman of the
Board may execute any deed, mortgage, bond, contract or other instrument, except
in cases where the execution  thereof shall be expressly  delegated by the Trust
Managers or by those Bylaws to some other officer or agent of the Trust or shall
be required by law to be otherwise  executed.  The Chairman of the Board and the
Vice Chairman of the Board shall perform such other duties as may be assigned to
him or them by the Trust Mangers.

Section 8. PRESIDENT.
In the  absence of the  Chairman,  the Vice  Chairman of the Board and the Chief
Executive  Officer,  the President  shall preside over the meetings of the Trust
Managers and the shareholders at which he shall be present.  In the absence of a
designation of a Chief Executive  Officer by the Trust  Managers,  the President
shall be the Chief  Executive  Officer  and shall be ex  officio a member of all
committees  that may, from time to time, be constituted  by the Trust  Managers.
The  President  may  execute  any  deed,  mortgage,   bond,  contract  or  other
instrument,  except in cases  where the  execution  thereof  shall be  expressly
delegated  by the Trust  Managers  or by these  Bylaws to some other  officer or
agent of the Trust or shall be required by law to be otherwise executed;  and in
general  shall  perform all duties  incident to the office of  President an such
other duties as may be prescribed by the Trust
 Managers from time to time.

Section 9. VICE PRESIDENTS.
In the absence of the President or in the event of a vacancy in such office, the
Vice President (or in the event there be more than one Vice President,  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 Trust Managers. The Trust Managers may designate one or more
Vice  Presidents as executive Vice President or as Vice President for particular
areas of responsibility.

Section 10. SECRETARY.
The Secretary shall (a) keep the minutes of the proceedings of the shareholders,
the Trust  Mangers  and  committees  of the Trust  Mangers  in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the  provisions  of these Bylaws or as required by law; (c) be custodian of
the trust records and of the seal of the Trust;  (d) keep a register of the post
office address of each shareholder  which shall be furnished to the Secretary be
such  shareholder;  (e) have general  charge of the share  transfer books of the
Trust;  and (f) in general perform such other duties as from time to time may be
assigned  to him by the Chief  Executive  Officer,  the  President  or the Trust
Managers.

Section 11. TREASURER.
The  Treasurer  shall have the custody of the funds and  securities of the Trust
and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Trust and shall deposit all moneys and other  valuable  effects
in the name  and to the  credit  of the  Trust  in such  depositories  as may be
designated by the Trust Mangers.

He  shall  disburse  the  funds  of the  Trust as may be  ordered  by the  Trust
Managers, taking proper vouchers for such disbursements, and shall render to the
President and Trust Managers,  at the regular  meetings of the Trust Managers or
whenever  they may require it, an account of all his  transactions  as Treasurer
and of the financial condition of the Trust.

If  required by the Trust  Managers,  he shall give the Trust a bond in such sum
and with such surety or sureties as shall be  satisfactory to the Trust Managers
for the faithful performance of the duties of his office and for the restoration
to the Trust,  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 Trust.

Section 12. 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 Trust Managers. The Assistant Treasures
shall,  if  required  by  the  Trust  Managers,  give  bonds  for  the  faithful
performance  of their  duties in such sums and with such  surety or  sureties as
shall be satisfactory to the Trust Manager.

Section 13. SALARIES.
The  salaries  of the  officers  shall be fixed  from  time to time by the Trust
Managers and no officer shall be prevented  from receiving such salary by reason
of the fact that he is also a Trust Manager.


<PAGE>



                                   ARTICLE Vl
                      CONTRACTS, LEANS CHECKS AND DEPOSITS

Section 1. CONTRACTS.
The Trust  Manager may authorize any officer or agent to enter into any contract
or to execute  and deliver  any  instrument  in the name of and on behalf of the
Trust and such authority may be general or confined to specific  instances.  Any
agreement,  deed,  mortgage,  lease or other document executed by one or more of
the Trust  Managers or by an  authorized  person shall be valid and binding upon
the Trust  Managers and upon the Trust when  authorized or ratified by action of
the Trust Managers.

Section 2. CHECKS AND DRAFTS.
All  checks,  drafts or other  orders for the  payment of money,  notes or other
evidence of indebtedness issued in the name of the Trust shall be signed by such
officer or  officers,  agent or agents of the Trust in such manner as shall from
time to time be determined by the Trust Managers.

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

                                   ARTICLE VII
                                     SHARES

Section 1. CERTIFICATES.
Each shareholder shall be entitled to a certificate or certificates  which shall
represent and certify the number of shares of each class of beneficial interests
held  by him in the  Trust.  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 treasure or an Assistant  Treasurer
and may be sealed with the seal,  if any, of the Trust.  The  signatures  may be
either manual or facsimile. Certificates shall be consecutively numbered; and if
the Trust shall, from time to time, issue several classes of shares,  each class
may have its own number series. A certificate is valid and may be issued whether
or not an  officer  who signed it is still an  officer  when it is issued.  Each
certificate representing shares which are restricted as to their transferability
or voting powers,  which are preferred or limited as to their dividends or as to
their allocable  portion of the assets upon  liquidation or which are redeemable
at the  option  of the  Trust,  shall  have a  statement  of  such  restriction,
limitation,  preference or redemption provision,  or a summary thereof,  plainly
stated on the certificate.  In lieu of such statement or summary,  the Trust may
set forth upon the face or back of the  certificate  a statement  that the Trust
will  furnish to any  shareholder,  upon  request  and  without  charge,  a full
statement of such information.



<PAGE>



Section 2. TRANSFERS.
Certificates  shall be treated as negotiable and title thereto and to the shares
they represent  shall be  transferred by delivery  thereof to the same extent as
those of a  Maryland  stock  corporation.  Upon  surrender  to the  Trust or the
transfer agent of the Trust of a share  certificate duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, the Trust
shall issue a new  certificate to the person  entitled  thereto,  cancel the old
certificate and record the transaction upon its books.

Section 3. LOST CERTIFICATE.
The Trust Managers (or any officer or officers  designated by them) may direct a
new  certificate to be issued in place of any certificate  previously  issued by
the Trust alleged to have been lost,  stolen or destroyed  upon the making of an
affidavit of that fact by the person claiming the certificate to be lost, stolen
or destroyed.  When  authorizing  the issuance of a new  certificate,  the Trust
Managers  (or any officer or officers  designated  by them) may, in his or their
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner of such lost, stolen or destroyed  certificate or his legal representative
to advertise the same in such manner as he or they shall require  and/or to give
bond, with sufficient  surety,  to the Trust to indemnify it against any loss or
claim which may arise as a result of the issuance of a new certificate.

Section 4. CLOSING OF TRANSFER BOORS OR FIXING OF RECORD DATE.
The Trust  Managers  may set,  in  advance,  a record  date for the  purpose  of
determining  shareholders  entitled  to notice of or to vote at any  meeting  of
shareholders  or  determining  shareholder  entitled  to receive  payment of any
dividend  or  the  allotment  of  any  other  rights,  or in  order  to  make  a
determination of shareholders  for any other proper purposes.  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
shareholders  not less than ten days,  before  the date on which the  meeting or
particular action requiring such  determination of shareholders is to be held or
taken.  In lieu of fixing a record date, the Trust Managers may provide that the
share  transfer books shall be closed for a stated period but not longer than 20
days.  If the share  transfer  books are closed for the  purpose of  determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days before the date of such meeting.

If no record date is fixed and the share  transfer  books are not closed for the
determination  of  shareholders,  (a) the record date for the  determination  of
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of  business on the day on which the notice of meeting is mailed
or the 30th day before the meeting, whichever is the closer date to the meeting;
and (b) the  record  date for the  determination  of  shareholders  entitled  to
receive  payment of a dividend or an  allotment of any other rights shall be the
close of  business  on the day on which the  resolution  of the Trust  Managers,
declaring the dividend or allotment for rights, is adopted.

When a  determination  of  shareholders  entitled  to  vote  at any  meeting  of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment  thereof,  except where the determination has been made
through the closing of the transfer  books and the stated  period of closing has
expired.

Section 5. STOCK LEDGER.
The  Trust  shall  maintain  at its  principal  office  or at the  office of its
counsel,  accountants or transfer  agent,  an original or duplicate share ledger
containing the name and address of each  shareholder and the number of shares of
each class held by such shareholder.

Section 6. FRACTIONAL SHARES: ISSUANCE OF UNITS.
The Trust  Managers may issue  fractional  shares or provide for the issuance of
scrip,  all on such  terms  and under  such  conditions  as they may  determine.
Notwithstanding  any other provision of the Declaration of Trust, as amended, or
these  Bylaws,  the Trust  Managers  may issue  units  consisting  of  different
securities  of the  Trust.  Any  security  issued in a unit  shall have the same
characteristics as any identical securities issued by the Trust, except that the
Trust Managers may provide that for a specified  period  securities of the Trust
issued in such unit may be  transferred  on the books of the Trust  only in such
unit.

                                  ARTICLE VIII
                                 ACCOUNTING YEAR

The Trust  Managers  shall have the power,  from time to time, to fix the fiscal
year of the Trust by a duly adopted resolution.

                                   ARTICLE IX
                                    DIVlDENDS

Section 1. DECLARATION
Dividends  upon the shares of the Trust may be declared  by the Trust  Managers,
subject to the provisions of law and the Declaration of Trust, as amended.

Dividends may be paid in cash,  property of shares of the Trust,  subject to the
provisions of law and the Declaration of Trust, as amended.

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

                                    ARTICLE X
                      PROHIBITED INVESTMENTS AND ACTIVITIES

Notwithstanding  anything  to the  contrary  in the  Declaration  of  Trust,  as
amended,  the Trust  shall not make any  interests  of the Trust,  and will not,
without the  approval  of a majority of the  disinterested  Trust  Mangers,  (i)
acquire from or sell to any Trust Manager, officer or employee of the Trust, any
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise in which a Trust Manager,  officer or employee of the Trust owns more
than a one percent interest or any affiliate of any of the foregoing, any of the
assets or other property of the Trust,  except for the acquisition,  directly or
indirectly of certain  properties and  partnership  interests in connection with
the  initial  public  offering  of shares by the  Trust,  which  properties  and
partnership  interests  shall be  described in the  prospectus  relating to such
initial  public  offering,  (ii)  make  any  loan to or  borrow  from any of the
foregoing  person  or (iii)  engage  in any  other  transaction  with any of the
foregoing  persons.  Each such transaction will be in all respects on such terms
as  are,  as the  time of the  transaction  and  under  the  circumstances  then
prevailing, fair and reasonable to the Trust.

                                   ARTICLE XI
                                      SEAL

Section 1. SEAL.
The Trust  Managers may authorize the adoption of a seal by the Trust.  The seal
shall  have  inscribed  thereon  the  name  of the  Trust  and  the  year of its
organization.  The Trust Managers may authorize one or more duplicate  seals and
provide for the custody thereof.

Section 2. AFFIXING SEAL.
Whenever  the Trust is  required  to place its seal to a  document,  it shall be
sufficient to meet the requirements of any law, rule or regulation relating to a
seal to place  the word  "(SEAL)  n  adjacent  to the  signature  of the  person
authorized to execute the document on behalf of the Trust.

                                   ARTICLE XII
                    INDEMNIFICATION AND ADVANCES FOR EXPENSES

To the maximum extent permitted by Maryland law in effect from time to time, the
Trust, without requiring a preliminary determination of the ultimate entitlement
to  indemnification,   shall  indemnify  (a)  any  Trust  Managers,  officer  or
shareholder  or any former Trust  Managers,  officer or  shareholder  (including
among  the  foregoing,  for  all  purposes  of  this  Article  XII  and  without
limitation, any individual who, while a Trust Manager, officer or shareholder at
the  express  request of the Trust,  serves or has served  another  corporation,
partnership, joint venture, trust, employee benefit plan or any other enterprise
as  a  director,  officer,  shareholder,   partner  or  trust  manager  of  such
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise) who has been successful,  on the merits or otherwise, in the defense
of a proceeding  to which he was made a party by reason of service in proceeding
to which he was  made a party  by  reason  of  service  in  connection  with the
proceeding,  (b) any Trust  Manager or officer  or any former  Trust  Manager or
officer  against any claim or liability to which he may become subject by reason
of such  status  unless  it is  established  that  (i) his act or  omission  was
material to the matter  giving rise to the  proceeding  and was committed in bad
faith or was the result of active and  deliberate  dishonesty,  (ii) he actually
received an improper personal benefit in money, property or services or (iii) in
the case of a criminal  proceeding,  he had reasonable cause to believe that his
act or omission  was  unlawful and (c) each  shareholder  or former  shareholder
against any claim or liability to which he may become  subject by reason of such
status.  In  addition,  the Trust  shall pay or  reimburse,  in advance of final
disposition of a proceeding,  reasonable  expenses  incurred by a Trust Manager,
officer or shareholder or former Trust  Manager,  officer or shareholder  made a
party to a proceeding by reason of such status,  provided that, in the case of a
Trust  Manager  or  officer,  the  Trust  shall  have  received  (i)  a  written
affirmation by the Trust Manager or officer of his good faith belief that he has
met the  applicable  standard of conduct  necessary for  indemnification  by the
Trust as authorized by these Bylaws and (ii) a written  undertaking by or on his
behalf  to  repay  the  amount  paid or  reimbursed  by the  Trust  if it  shall
ultimately be determined  that the  applicable  standard of conduct was not met.
The  Trust  may,  with  the  approval  of  its  Trust   Mangers,   provide  such
indemnification  and payment or  reimbursement of expenses to any Trust Manager,
officer or shareholder or any former Trust Manager,  officer or shareholder  who
served a  predecessor  of the Trust.  Neither the  amendment  nor repeal of this
Article, nor the adoption or amendment of any other provision of the Declaration
of Trust,  as amended,  or these Bylaws  inconsistent  with this Article,  shall
apply to or affect in any respect the applicability of this Article with respect
to any act or failure to act which occurred prior to such  amendment,  repeal or
adoption.

Any  indemnification  or payment or reimbursement  of the expenses  permitted by
these Bylaws shall be furnished in accordance  with the procedures  provided for
indemnification  or payment or  reimbursement  of expenses,  as the case may be,
under  Section  2-418 of the Maryland  General  Corporation  Law (the MGCL") for
directors of Maryland  corporations.  The Trust may provide the Trust  Managers,
payment or  reimbursement  of expenses to the fullest  extent  permitted  by the
MGCL, as in effect from time to time, for directors of Maryland corporations. In
the  event  of  a  conflict   between   these   Bylaws  and  the  terms  of  any
Indemnification  Agreement  between the Trust and any Trust Manager of Executive
Officer of the Trust, the terms of the Indemnification Agreement shall prevail.

                                  ARTICLE XIII
                                WAIVER OF NOTICE

Whenever  any notice is required  to be given  pursuant  to the  Declaration  of
Trust, as amended,  or Bylaws or pursuant to 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 Trust Manager shall have the exclusive  power to adopt,  alter or repeal any
provision of these Bylaws and to make new Bylaws.