WELLSFORD RESIDENTIAL PROPERTY TRUST

                           AMENDED AND RESTATED BYLAWS
                          ----------------------------
                              Dated: June 19, 1996



                                    ARTICLE I

                                     OFFICES

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

          Section 2.  ADDITIONAL OFFICES.  The Trust may have additional
offices at such places as the Trustees 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 Trustees and the transaction of any business within the
powers of the Trust shall be held during the second calendar quarter of each
year on a date and at the time set by the Trustees, beginning with the year
1993.

          Section 3.  SPECIAL MEETINGS.  The chairman of the board or the
president or one-third of the Trustees 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 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 shareholders
of the reasonably estimated cost of preparing and mailing notice of the meeting
and, upon payment 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 special meeting of
the shareholders held during the preceding twelve months.

          Section 4.  NOTICE.  Not less than ten nor more than 90 days before
each 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 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 his 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 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
for the vote necessary for the adoption of any measure.  If, however, such
quorum shall not be present at any meeting of the shareholders, the
shareholders entitled to vote at such 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 Trustee.  Each share may be voted for as many individuals
as there are Trustees 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 by statute or by the
Declaration of Trust.  Unless otherwise provided in the Declaration of Trust,
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 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 Trustees 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
shareholders 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
Trustees 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 of the Declaration of Trust or
these Bylaws, Title 3, Subtitle 7 of the Corporations and Associations Article
of the Annotated Code of Maryland (or any successor statute) shall not apply to
any acquisition by any person of shares of 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 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.  REPORTS TO SHAREHOLDERS.

          (a)  At or before the convening of the annual meeting of the Trust's
shareholders, the Trustees 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 Trustees may determine
is required pursuant to any law or regulation to which the Trust is subject. 
Not later than the earlier of 20 days after the annual meeting of shareholders
or 120 days after the end of the fiscal year, the Trust shall file a copy of
such annual report at the Trust's principal office.

          (b)  Not later than 45 days after the end of each of the first three
quarterly periods of each fiscal year, the Trustees shall deliver or cause to
be delivered an interim report to the shareholders containing unaudited
financial statements for such quarter and for the period from the beginning of
the fiscal year to the end of such quarter, and such further information as the
Trustees may determine is required pursuant to any law or regulation to which
the Trust is subject.

          Section 12.  NOMINATIONS AND SHAREHOLDER BUSINESS.

          (a)  Annual Meetings of Shareholders.  (1)  Nominations of persons
for election to the Board of Trustees 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 Trustees 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)  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 Trustee all information relating to such person that is
required to be disclosed in solicitations of proxies for election of Trustees,
or is otherwise required, in each case pursuant to Regulation 14A under the
Exchange Act (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a Trustee 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 at the meeting and any
material interest in 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 class and number 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 Trustees to be elected to the Board of Trustees is increased and
there is no public announcement naming all of the nominees for Trustee or
specifying the size of the increased Board of Trustees 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 Trustees may be made at a special meeting
of shareholders at which Trustees are to be elected pursuant to the Trust's
notice of meeting (i) by or at the direction of the Board of Trustees or (ii)
provided that the Board of Trustees has determined that Trustees shall be
elected at such special meeting, by any shareholder of the Trust who is a
shareholder of record at the time of giving of notice provided for in this
Section 12(b), who is entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section 12(b).  In the event the Trust
calls a special meeting of shareholders of the purpose of electing one or more
Trustees to the Board of Trustees, any such shareholder may nominate a person
or persons (as the case may be) for election to such position as specified in
the Trust's notice of meeting, if the shareholder's notice required by
paragraph (a)(2) of this Section 12(b) shall be delivered to the secretary at
the principal executive offices of the Trust not earlier than 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 Trustees to be elected at such
meeting.

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

               (2)  For purposes of this Section 12, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones New Service,
Associated Press or comparable news service or in a document publicly filed by
the Trust with the Securities and Exchange Commission pursuant to Sections 13,
14 or 15(d) of the Exchange Act.

               (3)  Notwithstanding the foregoing provisions of this Section
12, a shareholder shall also comply with all applicable requirements of state
law and of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Section 12.  Nothing in this Section
12 shall be deemed to affect any rights of shareholders to request inclusion of
proposals in the Trust's proxy statement pursuant to Rule 14a-8 under the
Exchange Act.

          Section 13.  INFORMAL ACTION BY SHAREHOLDERS.  Any action required or
permitted to be taken at a meeting of shareholders may be taken without a
meeting if a consent in writing, setting forth such action, is signed by each
shareholder entitled to vote on the 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

                                    TRUSTEES

          Section 1.  GENERAL POWERS; QUALIFICATIONS.  The business and affairs
of the Trust shall be managed under the direction of its Board of Trustees.  A
Trustee 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
Trustees 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
Trustees may provide, by resolution, the time and place, either within or
without the State of Maryland, for the holding of regular meetings of the
Trustees without other notice than such resolution.

          Section 3.  SPECIAL MEETINGS.  Special meetings of the Trustees may
be called by or at the request of the chairman of the board or the president or
by a majority of the Trustees then in office.  The person or persons authorized
to call special meetings of the Trustees may fix any place, either within or
without the State of Maryland, as the place for holding any special meeting of
the Trustees called by them.

          Section 4.  NOTICE.  Notice of any special meeting shall be given by
written notice delivered personally, telegraphed or mailed to each Trustee at
his business or residence address or by telephone.  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. 
Telephone notice shall be given at least 24 hours 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.  Telephone notice shall be deemed given
when the Trustee is personally given such notice in a telephone call to which
he is a party.  Neither the business to be transacted at, nor the purpose of,
any annual, regular or special meeting of the Trustees need be stated in the
notice unless specifically required by statute or these Bylaws.

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

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

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

          Section 7.  TELEPHONE MEETINGS.  Trustees 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 TRUSTEES.  Any action required or
permitted to be taken at any meeting of the Trustees may be taken without a
meeting, if a consent in writing to such action is signed by each Trustee and
such written consent is filed with the minutes of proceedings of the Trustees.

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

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

          Section 11.  REMOVAL OF TRUSTEES.  The shareholders may, at any time,
remove any Trustee in the manner provided in the Declaration of Trust.

          Section 12.  LOSS OF DEPOSITS.  No Trustee 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 Trustee shall
be obligated to give any bond or surety or other security for the performance
of any of his duties.

          Section 14.  RELIANCE.  Each Trustee, 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 adviser, accountants, appraisers or other
experts or consultants selected by the Trustees or officers of the Trust,
regardless of whether such counsel or expert may also be a Trustee.

          Section 15.  CERTAIN RIGHTS OF TRUSTEES, OFFICERS, EMPLOYEES AND
AGENTS.  The Trustees shall have no responsibility to devote their full time to
the affairs of the Trust.  Any Trustee 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.


                                   ARTICLE IV

                                   COMMITTEES

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

          Section 2.  POWERS.  The Trustees may delegate to committees
appointed under Section 1 of this Article any of the powers of the Trustees,
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 Trustee to act in the place of such
absent member.

          Section 4.  TELEPHONE MEETINGS.  Members of a committee of the
Trustees 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 Trustees 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 president,
one or more vice presidents, a treasurer, one or more assistant treasurers, a
secretary, and one or more assistant secretaries.  In addition, the Trustees
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 Trustees at the first meeting of the Trustees held
after each annual meeting of shareholders.  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 their discretion, the Trustees
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 Trustees 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
Trustees, 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
Trustees for the balance of the term.

          Section 4.  CHIEF EXECUTIVE OFFICER.  The Trustees 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 Trustees, and for the administration of the
business affairs of the Trust.

          Section 5.  CHIEF OPERATING OFFICER.  The Trustees may designate a
chief operating officer from among the elected officers.  Said officer will
have the responsibilities and duties as set forth by the Trustees or the chief
executive officer.

          Section 6.  CHIEF FINANCIAL OFFICER.  The Trustees may designate a
chief financial officer from among the elected officers.  Said officer will
have the responsibilities and duties as set forth by the Trustees 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 Trustees and of the
shareholder 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 preside 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 Trustees or by
these 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 Trustees.

          Section 8.  PRESIDENT.  In the absence of both the chairman and the
vice chairman of the board, the president shall preside over the meetings of
the Trustees and of the shareholders at which he shall be present.  In the
absence of a designation of a chief executive officer by the Trustees, 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 Trustees. 
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 Trustees 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 and such other
duties as may be prescribed by the Trustees 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, the vice presidents in the order
designated at the time of their election or, in the absence of any designation,
then in the order of their election) shall perform the duties of the president
and when so acting shall have all the powers of and be subject to all the
restrictions upon the president; and shall perform such other duties as from
time to time may be assigned to him by the president or by the Trustees.  The
Trustees 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 Trustees and committees of the
Trustees 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 by 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 president
or by the Trustees.

          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 Trustees.

          He shall disburse the funds of the Trust as may be ordered by the
Trustees, taking proper vouchers for such disbursements, and shall render to
the president and Trustees, at the regular meetings of the Trustees 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 Trustees, he shall give the Trust a bond in such
sum and with such surety or sureties as shall be satisfactory to the Trustees
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, 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 Trustees.  The assistant treasurer
shall, if required by the Trustees, give bonds for the faithful performance of
their duties in such sums and with such surety or sureties as shall be
satisfactory to the Trustees.

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


                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

          Section 1.  CONTRACTS.  The Trustees 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 Trustees or by an authorized person
shall be valid and binding upon the Trustees and upon the Trust when authorized
or ratified by action of the Trustees.

          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 Trust shall be signed by such officer or officers, agent or
agents of the Trust and in such manner as shall from time to time be determined
by the Trustees.

          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 Trustees 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 president or a vice president and
countersigned by the secretary or an assistant secretary or the treasurer or an
assistant treasurer and may be sealed with the seal, if any, of the 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.

          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.

          The Trust shall be entitled to treat the holder of record of any
share or shares 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 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.

          Section 3.  LOST CERTIFICATE.  The Trustees 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
Trustees may, in 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 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 BOOKS OR FIXING OF RECORD DATE.  The
Trustees 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 shareholders 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 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 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 Trustees 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 directors, declaring the dividend or allotment of 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 Trustees 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 or these Bylaws, the Trustees 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 Trustees 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 Trustees shall have the power, from time to time, to fix the
fiscal year of the Trust by a duly adopted resolution.


                                   ARTICLE IX

                                    DIVIDENDS

          Section 1.  DECLARATION.  Dividends upon the shares of the Trust may
be declared by the Trustees, subject to the provisions of law and the
Declaration of Trust.  Dividends may be paid in cash, property or shares of the
Trust, subject to the provisions of law and the Declaration of Trust.

          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 Trustees may from time to time, in its 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 Trustees shall determine to be in the best interest of the Trust, and the
Trustees 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,
the Trust shall not make any acquisition which it does not believe is in the
best interests of the Trust, and will not, without the approval of a majority
of the disinterested Trustees, (i) acquire from or sell to any Trustee, officer
or employee of the Trust, any corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in which a Trustee, 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 of certain properties in connection with the initial public
offering of shares by the Trust, which properties shall be described in the
prospectus relating to such initial public offering, (ii) make any loan to or
borrow from any of the foregoing persons 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, at the time of the transaction and under
the circumstances then prevailing, fair and reasonable to the Trust.


                                   ARTICLE XI

                                      SEAL

          Section 1.  SEAL.  The Trustees 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 Trustees 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)" adjacent
to the signature of the person authorized to execute the document on behalf of
the Trust.


                                   ARTICLE XII

                                 INDEMNIFICATION

          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 Trustee,
officer or shareholder or any former Trustee, officer or shareholder (including
among the foregoing, for all purposes of this Article XII and without
limitation, any individual who, while a Trustee and at the 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,
partner or trustee 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 such status, against reasonable expenses incurred by him in
connection with the proceeding, (b) any Trustee or officer or any former
Trustee 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 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 his status as a shareholder or former
shareholder.  In addition, the Trust shall pay or reimburse, in advance of
final disposition of a proceeding, reasonable expenses incurred by a Trustee,
officer or shareholder or former Trustee, officer or shareholder made a party
to a proceeding by reason of his status as a Trustee, officer or shareholder
provided that, in the case of a Trustee or officer, the Trust shall have
received (i) a written affirmation by the Trustee 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 Trustees, provide
such indemnification and payment or reimbursement of expenses to any Trustee,
officer or shareholder or any former Trustee, officer or shareholder who served
a predecessor of the Trust and to any employee or agent of the Trust or a
predecessor of the Trust.  Neither the amendment nor repeal of this Section,
nor the adoption or amendment of any other provision of the Declaration of
Trust or these Bylaws inconsistent with this Section, shall apply to or affect
in any respect the applicability of this paragraph 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 and payment or reimbursement of expenses under Section 2-418 of
the Maryland General Corporation Law (the "MGCL") for directors of Maryland
corporations.  The Trust may provide to Trustees, officers and shareholders
such other and further indemnification or payment or reimbursement of expenses
as may be permitted by the MGCL, as in effect from time to time, for directors
of Maryland corporations.


                                  ARTICLE XIII

                                WAIVER OF NOTICE

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


                                   ARTICLE XIV

                               AMENDMENT OF BYLAWS

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