CERTIFICATE OF DETERMINATION
                                       OF
                             EQUITY STOCK, SERIES A
                                       OF
                              PUBLIC STORAGE, INC.

            [As Filed in the Office of the Secretary of State of the
                      State of California November 9, 1999]


                  The  undersigned,  David Goldberg and Sarah Hass,  Senior Vice
President and Secretary,  respectively,  of PUBLIC  STORAGE,  INC., a California
corporation, do hereby certify:

                  FIRST:   The  Restated   Articles  of   Incorporation  of  the
Corporation,  as amended,  authorize the issuance of 200,000,000 shares of stock
designated  "equity  shares,"  issuable from time to time in one or more series,
and authorize the Board of Directors to fix the designation and number of shares
constituting  any such series,  and to  determine or alter the dividend  rights,
dividend rate,  conversion rights,  voting rights, right and terms of redemption
(including  sinking fund  provisions),  the  redemption  price or prices and the
liquidation rights of any wholly unissued series of such equity shares.

                  SECOND:  The Board of  Directors of the  Corporation  did duly
adopt the resolutions  attached hereto as Exhibit A and  incorporated  herein by
reference  authorizing  and  providing  for the  creation  of a series of equity
shares to be known as "Equity  Stock,  Series A" consisting  of 500,000  shares,
none of the shares of such series having been issued.

                  We further  declare under penalty of perjury under the laws of
the State of California that the matters set forth in this  certificate are true
and correct of our own knowledge.

                  IN  WITNESS  WHEREOF,   the  undersigned  have  executed  this
certificate this 8th day of November, 1999.


                                                     /S/ DAVID GOLDBERG
                                                     ---------------------------
                                                     David Goldberg
                                                     Senior Vice President


                                                     /S/ SARAH HASS
                                                     ---------------------------
                                                     Sarah Hass
                                                     Secretary

<PAGE>

                                                                      EXHIBIT A

                      RESOLUTION OF THE BOARD OF DIRECTORS
                             OF PUBLIC STORAGE, INC.

                            ESTABLISHING A SERIES OF
                             EQUITY STOCK, SERIES A


                  RESOLVED  that pursuant to the  authority  conferred  upon the
Board of Directors by Article III of the Restated Articles of Incorporation,  as
amended,  of this  Corporation,  there is  hereby  established  a series  of the
authorized  equity  shares  of this  Corporation  having a par value of $.01 per
share, which series shall be designated "Equity Stock,  Series A," shall consist
of 500,000 shares and shall have the following rights and privileges:

                  (a) DIVIDEND RIGHTS.

                  (1)   Dividends   on  each  share  of  this  Series  shall  be
non-cumulative  and shall be payable out of funds  legally  available  therefor,
without  interest  thereon,  when, as and if declared by the Board of Directors.
If, at any time,  the  Corporation  shall  declare  or pay a  dividend  or other
distribution  on the  Common  Shares  (i) in cash or (ii) in any  shares  of the
Corporation's capital stock (but in the latter case, only to the extent that the
Corporation  will claim with respect to the  distributed  shares a deduction for
dividends paid in computing its taxable income  pursuant to the REIT  Provisions
of the  Internal  Revenue  Code (as  defined in clause (9) of  Section  (c)),  a
dividend or other  distribution  in cash shall also  concurrently be declared or
paid,  as the case may be,  on each  share of this  Series.  The  amount  of the
dividend or  distribution  on each share of this Series  shall be at the rate of
five thousand (5,000) times the per share dividend or distribution on the Common
Shares (based on the amount of cash, and in the case of shares  distributed with
respect  to the  Common  Shares,  the  amount of the  dividends  paid  deduction
attributable to the distributed  shares),  but shall not be more than $612.50 in
any calendar quarter  (prorated for the quarter ending March 31, 2000 to reflect
only the number of days in that quarter  beginning with the date of the original
issuance of the shares of this Series);  PROVIDED,  HOWEVER, during any calendar
year  (prorated  for the year  2000) not at a rate  less than the  lesser of (i)
$2,450 per share or (ii) five thousand  (5,000) times the per share dividends or
distributions on the Common Shares.  Notwithstanding the foregoing, any dividend
or  distribution  on the shares of this Series shall be subject to adjustment as
provided in Section (e).

                  Each such  dividend  shall be paid to the holders of record of
shares of this Series as they appear on the stock register of the Corporation on
such  record  date,  not more than 45 days nor less than 15 days  preceding  the
payment  date  thereof,  as  shall be fixed  by the  Board of  Directors.  After
dividends on this Series  equal to the maximum  amount set forth above have been
paid or declared  (as  provided  hereby)  during any  particular  year and funds
therefor set aside for payment, the holders of shares of this Series will not be
entitled to any further dividends in that year.

                  For  purposes  hereof,  "Common  Shares"  shall mean shares of
common stock,  $0.10 par value per share, of the Corporation or any other shares
of capital stock into which such shares are reclassified, changed or exchanged.

                  (2) Unless  dividends on all outstanding  "Senior Shares" have
been or contemporaneously are paid in full for the latest dividend period ending
contemporaneously with or prior to the end of the period for which a dividend is
to be paid on shares of this Series,  and, to the extent such Senior Shares have
cumulative dividend rights, for all prior dividend periods, no dividend or other
distribution shall be paid on the shares of this Series for such period. "Senior
Shares"  shall mean any  shares of stock of the  Corporation,  exclusive  of the
shares of this Series and any other series of equity  stock,  the Common  Shares
and shares of the Corporation's  Class B Common Stock, which (i) are outstanding
as of the date of  issuance  of the  shares of this  Series  or (ii) are  issued
subsequent to the date of issuance of the shares of this Series,  on terms which
do not provide that they are on a parity with,  or junior to, the shares of this
Series,  as to dividends and as to the distribution of assets upon any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation.

<PAGE>

                  (b) LIQUIDATION.

                  In the  event of any  voluntary  or  involuntary  liquidation,
dissolution, or winding up of the Corporation,  after the respective liquidation
preferences in respect of all Senior  Shares,  if any, have been paid in full, a
holder  of each  share of this  Series  will  receive  out of the  assets of the
Corporation  available for  distribution  to shareholders  one thousand  (1,000)
times the  amount per share  distributed  to the  holder of each  Common  Share;
provided, that the amount so received by the holder of each share of this Series
shall not exceed $24,500 per share, subject to adjustment as provided in Section
(e). After payment of the full amount of the  liquidating  distribution to which
they are entitled,  the holders of shares of this Series will not be entitled to
any further participation in any distribution of assets by the Corporation.

                  (1) Written  notice of any such  liquidation,  dissolution  or
winding up of the  Corporation,  stating the payment date or dates when, and the
place or places where the amounts  distributable in such circumstances  shall be
payable,  shall be given by first class mail, postage pre-paid, not less than 30
nor more than 60 days prior to the payment date stated  therein,  to each record
holder of the shares of this Series at the respective  addresses of such holders
as the same shall appear on the stock transfer records of the Corporation.

                  (2) For purposes of liquidation  rights, a reorganization  (as
defined in Section 181 of the California  Corporations Code) or consolidation or
merger of the Corporation with or into any other  corporation or corporations or
a sale of all or  substantially  all of the assets of the  Corporation  shall be
deemed not to be a liquidation, dissolution or winding up of the Corporation.

                  (c) REDEMPTION.

                  (1) Except as provided in clause (9) of this  Section (c), the
shares of this Series are not  redeemable  prior to March 31, 2005. On and after
such  date,  the  shares of this  Series  are  redeemable  at the  option of the
Corporation,  by resolution of the Board of Directors, in whole or in part, from
time to time  upon not less  than 30 nor more  than 60 days'  notice,  at a cash
redemption  price of $24,500  per share,  subject to  adjustment  as provided in
clause (1) of Section (e).

                  (2) Except in the case of a redemption  pursuant to clause (9)
of this Section (c), the  redemption  price to be paid for shares of this Series
may only be paid from the sale  proceeds of Common  Shares,  other equity stock,
other  rights or options  to  purchase  any of the  foregoing  (other  than debt
securities or preferred  stock  convertible  into or exchangeable or exercisable
for  Common  Shares or equity  stock)  or from the  Corporation's  undistributed
cumulative net cash provided by operating activities.

                  For this purpose undistributed cumulative net cash provided by
operating  activities  means the  Corporation's  aggregate "net cash provided by
operating  activities"  determined  on a  cumulative  basis  from  the  date  of
organization  of  the  Corporation  through  the  end of  the  calendar  quarter
immediately   preceding   the  date  of   redemption  as  reduced  by  aggregate
"distributions  paid to  shareholders"  and  "distributions  from  operations to
minority  interests in consolidated real estate entities" that occur during such
period.  The terms "net cash provided by operating  activities,"  "distributions
paid to shareholders" and  "distributions  from operations to minority interests
in consolidated  real estate  entities"  shall mean all amounts that should,  in
accordance  with generally  accepted  accounting  principles as in effect in the
United  States of  America  from time to time,  consistently  applied,  and past
practice  of  the  Corporation,  be  reflected  on  the  consolidated  financial
statements of the Corporation under such heading or similar heading.

                  (3) If fewer than all the  outstanding  shares of this  Series
are to be redeemed,  the number of shares to be redeemed  will be  determined by
the Board of  Directors,  and such shares  shall be  redeemed  pro rata from the
holders of record of such shares in proportion to the number of such shares held
by such holders (with  adjustments to avoid redemption of fractional  shares) or
by lot in a manner determined by the Board of Directors.

                  (4) If a redemption date falls after a dividend payment record
date and prior to the corresponding dividend payment date, each holder of shares
of this  Series at the close of business on such  dividend  payment  record date

<PAGE>

shall be entitled to the  dividend  payable on such shares on the  corresponding
dividend payment date  notwithstanding the redemption of such shares before such
dividend  payment  date.   Except  as  expressly   provided  herein  above,  the
Corporation shall make no payment or allowance for unpaid dividends on shares of
this Series called for redemption.

                  (5) Notice of redemption  shall be given by  publication  in a
newspaper  of general  circulation  in the County of Los Angeles and The City of
New York,  such  publication  to be made once a week for two  successive  weeks,
commencing  not less than 30 nor more than 60 days  prior to the date  fixed for
redemption  thereof. A similar notice will be mailed by the Corporation by first
class mail, postage pre-paid, to each record holder of the shares of this Series
to be redeemed,  not less than 30 nor more than 60 days prior to such redemption
date,  to the  respective  addresses of such holders as the same shall appear on
the stock transfer records of the Corporation.  Each notice shall state: (i) the
redemption date; (ii) the number of shares of this Series to be redeemed;  (iii)
the  redemption  price;  (iv) the place or places  where  certificates  for such
shares are to be surrendered for payment of the redemption  price; and (v) that,
except as provided in clause (4) of this Section (c), dividends on the shares to
be redeemed will cease on such redemption  date. If fewer than all the shares of
this Series  held by any holder are to be  redeemed,  the notice  mailed to such
holder  shall also  specify  the number of shares of this  Series to be redeemed
from such holder.

                  (6) In order to  facilitate  the  redemption of shares of this
Series,  the Board of Directors may fix a record date for the  determination  of
the shares to be redeemed, such record date to be not less than 30 nor more than
60 days prior to the date fixed for such redemption.

                  (7) Notice having been given as provided above, from and after
the date fixed for the  redemption  of shares of this Series by the  Corporation
(unless the  Corporation  shall fail to make  available  the money  necessary to
effect such  redemption),  the holders of shares  selected for redemption  shall
cease to be shareholders  with respect to such shares and shall have no interest
in or claim against the  Corporation  by virtue thereof and shall have no voting
or other  rights with  respect to such  shares,  except the right to receive the
moneys payable upon such redemption from the Corporation,  less any required tax
withholding amount, without interest thereon, upon surrender (and endorsement or
assignment  of  transfer,  if required by the  Corporation  and so stated in the
notice) of their  certificates,  and the  shares  represented  thereby  shall no
longer be deemed to be outstanding.  If fewer than all the shares represented by
a certificate are redeemed,  a new certificate shall be issued,  without cost to
the holder thereof,  representing the unredeemed shares. The Corporation may, at
its option, at any time after a notice of redemption has been given, deposit the
redemption price for the shares of this Series designated for redemption and not
yet redeemed,  plus the amount of the dividends, if any, to which the holders of
this Series are  entitled  under clause (4) above,  with the  transfer  agent or
agents for this  Series,  as a trust fund for the  benefit of the holders of the
shares of this Series  designated  for  redemption,  together  with  irrevocable
instructions  and authority to such transfer  agent or agents that such funds be
delivered upon redemption of such shares and to pay, on and after the date fixed
for  redemption or prior thereto,  the  redemption  price of the shares to their
respective  holders  upon the  surrender of their share  certificates.  From and
after the making of such  deposit,  the  holders of the  shares  designated  for
redemption shall cease to be shareholders  with respect to such shares and shall
have no interest in or claim against the Corporation by virtue thereof and shall
have no voting or other rights with respect to such shares,  except the right to
receive from such trust fund the moneys  payable upon such  redemption,  without
interest  thereon,   upon  surrender  (and  endorsement,   if  required  by  the
Corporation) of their certificates,  and the shares represented thereby shall no
longer  be  deemed to be  outstanding.  Any  balance  of such  moneys  remaining
unclaimed at the end of the  five-year  period  commencing on the date fixed for
redemption  shall be repaid to the Corporation  upon its request  expressed in a
resolution of its Board of Directors.

                  (8) Any shares of this Series that shall at any time have been
redeemed  shall,  after  such  redemption,  have the  status of  authorized  but
unissued equity shares,  without  designation as to series until such shares are
once more designated as part of a particular series by the Board of Directors.

                  (9) If the Board of Directors of the Corporation shall, at any
time and in good faith,  be of the opinion that  ownership of  securities of the
Corporation  has or may become  concentrated  to an extent  that may prevent the
Corporation from qualifying as a real estate investment trust ("REIT") under the
REIT Provisions of the Internal Revenue Code (as defined below),  then the Board

<PAGE>

of Directors  shall have the power,  by lot or other means  deemed  equitable by
them,  to prevent  the  transfer  of and/or to call for  redemption  a number of
shares of this Series sufficient,  in the opinion of the Board of Directors,  to
maintain or bring the direct or indirect  ownership thereof into conformity with
the  requirements  of the REIT  Provisions  of the Internal  Revenue  Code.  The
redemption  price to be paid for shares of this Series so called for redemption,
on the date fixed for  redemption,  shall be, as applicable,  the average of the
daily closing  prices on the principal  exchange on which such shares are traded
or the average of the highest bid and the lowest asked quotations as reported by
the National Quotation Bureau,  Incorporated or a similar organization  selected
from time to time by the Corporation in each case for the 15 consecutive trading
days  commencing 20 trading days prior to the redemption or if there are no such
bid and asked quotations, as determined by the Board of Directors in good faith;
PROVIDED  that  if  interests  in  shares  of this  Series  are  represented  by
depositary  shares,  then the redemption price shall be determined in accordance
with the foregoing,  but with respect to one depositary share, multiplied by the
number of depositary shares that together  represent an interest in one share of
this  Series.  From and after  the date  fixed  for  redemption  by the Board of
Directors,  the  holder of any shares of this  Series so called  for  redemption
shall  cease to be  entitled  to any  distributions,  voting  rights  and  other
benefits  with  respect to such shares of this  Series,  other than the right to
payment of the redemption price determined as aforesaid. "REIT Provisions of the
Internal  Revenue  Code"  shall mean  Sections  856  through  860 and related or
successor  provisions of the Internal Revenue Code of 1986, as amended. In order
to exercise the redemption  option set forth in this clause (9), with respect to
the shares of this Series,  the  Corporation  shall give notice of redemption in
the manner  provided in clause (5) of this  Section  (c).  Except as provided in
clause (4) of this  Section  (c),  dividends  on the shares to be redeemed  will
cease on such redemption  date. If fewer than all the shares of this Series held
by any holder are to be  redeemed,  the notice  mailed to such holder shall also
specify the number of shares of this Series to be redeemed from such holder.

                  (d) CONVERSION.

                  (1) Except as set forth in this clause (1) of Section (d), the
shares of this  Series are not  convertible  into  shares of any other  class or
series of the  capital  stock of the  Corporation.  If the  Corporation  (or any
successor entity which succeeds to the obligations of the Corporation hereunder)
determines  that (i) it will no longer  constitute a  qualifying  REIT under the
REIT  Provisions of the Internal  Revenue Code for United States  federal income
tax purposes or (ii) it will no longer file a United States  federal  income tax
return as a REIT (each of the foregoing,  a "REIT Termination Event"), then each
share of this Series shall be convertible  at any time  thereafter at the option
of the holder thereof into a number of Common Shares equal to $20,000 divided by
the Conversion Price.

                  For purposes hereof,  "Conversion Price" shall mean initially,
$20.92  (resulting  in a conversion  rate of 956 Common Shares for each share of
this Series), as such Conversion Price may be adjusted pursuant to Section (e).

                  Notice of a REIT Termination Event and of the right of holders
of shares of this Series to convert as provided in this Section,  shall be given
by  publication  in a  newspaper  of  general  circulation  in the County of Los
Angeles and The City of New York,  such  publication  to be made once a week for
two  successive  weeks,  commencing  within fifteen days after the occurrence of
such event. A similar notice will be mailed by the  Corporation  concurrently by
first class mail, postage pre-paid,  to each record holder of the shares of this
Series, to the respective  addresses of such holders as the same shall appear on
the stock transfer records of the Corporation.

                  Any holder of shares of this  Series  desiring  to convert the
same into Common Shares shall surrender the certificate or certificates  for the
shares  of this  Series  being  converted,  duly  endorsed  or  assigned  to the
Corporation or in blank, at the principal office of the Corporation or at a bank
or trust company appointed by the Corporation for that purpose, accompanied by a
written  notice of conversion  specifying the number (in whole shares) of shares
of this Series to be converted and the name or names in which such holder wishes
the  certificate or  certificates  for Common Shares to be issued;  in case such
notice shall specify a name or names other than that of such holder, such notice
shall be accompanied by instruments of transfer, in form reasonably satisfactory
to the Corporation, duly executed by the holder or such holder's duly authorized
attorney  and payment of all  transfer  taxes  payable  upon the issue of Common
Shares  in  such  name or  names  or  evidence  reasonably  satisfactory  to the
Corporation demonstrating that such taxes have been paid. In the event that less
than all of the shares of this Series  represented  by a  certificate  are to be
converted by a holder,  upon such  conversion  the  Corporation  shall issue and
deliver,  or cause to be issued and  delivered,  to the holder a certificate  or
certificates  for the  shares  of this  Series  not so  converted.  The right to
convert shares of this Series called for redemption shall terminate at the close

<PAGE>

of business on the redemption date pursuant to Section (c) above. The holders of
shares of this Series at the close of business on a dividend payment record date
shall be  entitled  to  receive  the  dividend  payable  on such  shares  on the
corresponding  dividend payment date  notwithstanding  the conversion thereof or
the Corporation's failure to pay the dividend due on such dividend payment date.
However, shares of this Series surrendered for conversion during the period from
the close of business on any record  date for the payment of  dividends  on such
shares of this Series to the opening of business on the  corresponding  dividend
payment date (except  shares called for  redemption on a redemption  date during
such period,  which shall be entitled to such  dividend on the dividend  payment
date) must be accompanied by payment of an amount equal to the dividend  payable
on such shares on such dividend  payment date. A holder of shares of this Series
on such dividend payment record date who (or whose transferee) tenders shares of
this Series on such dividend  payment date will receive the dividend  payable on
such shares by the Corporation on such date, and the converting  holder need not
include  payment in the amount of such dividend upon surrender of shares of this
Series  for  conversion.  Except as  expressly  provided  herein,  no payment or
adjustment  will be made on  account of  accrued  or unpaid  dividends  upon the
conversion of shares of this Series.

                  As promptly as practicable after the surrender of certificates
for shares of this Series as aforesaid,  the  Corporation  shall issue and shall
deliver  at such  office  to such  holder,  or on his or her  written  order,  a
certificate or  certificates  for the number of full Common Shares issuable upon
the conversion of such shares in accordance  with the provisions of this Section
(d).

                  Each  conversion   shall  be  deemed  to  have  been  effected
immediately prior to the close of business on the date on which the certificates
for shares of this Series  shall have been  surrendered  and such notice (and if
applicable,  payment of an amount equal to the dividend  payable on such shares)
received by the  Corporation  as  aforesaid,  and the person or persons in whose
name or names  any  certificate  or  certificates  for  Common  Shares  shall be
issuable  upon such  conversion  shall be deemed to have  become  the  holder or
holders  of record of the shares  represented  thereby at such time on such date
and such conversion shall be at the Conversion Price,  unless the stock transfer
books of the  Corporation  shall be closed on that  date,  in which  event  such
person or  persons  shall be deemed to have  become  such  holder or  holders of
record at the close of business on the next  succeeding  day on which such stock
transfer books are open.

                  (2) The  Corporation  shall  at all  times  reserve  and  keep
available,  free from  preemptive  rights,  out of its  authorized  but unissued
Common  Shares,  for the purpose of issuance  upon  conversion of shares of this
Series, the full number of Common Shares then deliverable upon the conversion of
all shares of this Series then  outstanding and shall take all action  necessary
so that  Common  Shares  so  issued  will be  validly  issued,  fully  paid  and
nonassessable.  For  purposes of this clause (2) of Section  (d),  the number of
Common  Shares  that shall be  required to be  reserved  for  delivery  upon the
conversion of all  outstanding  shares of this Series shall be computed as if at
the  time of  computation  all such  outstanding  shares  were  held by a single
holder.  The  Corporation  shall use its best efforts to list the Common  Shares
required to be delivered upon conversion of shares of this Series, prior to such
conversion,  upon each national securities exchange or quotation system, if any,
upon  which the  outstanding  Common  Shares are listed or quoted at the time of
such  delivery.  Prior to the delivery of any  securities  that the  Corporation
shall be obligated to deliver upon conversion of any shares of this Series,  the
Corporation  shall  endeavor  to comply  with all  federal  and  state  laws and
regulations  thereunder  requiring the  registration of such securities with, or
any  approval  of or  consent  to the  delivery  thereof  by,  any  governmental
authority.

                  (3) The  Corporation  will pay any and all  stamp  or  similar
taxes  that may be payable in respect  of the  issuance  or  delivery  of Common
Shares on  conversion  of shares of this  Series.  The  Corporation  shall  not,
however,  be  required  to pay any tax which may be  payable  in  respect of any
transfer  involved in the issuance and delivery of Common Shares in a name other
than that in which the shares of this Series so converted were  registered,  and
no such  issuance  or  delivery  shall  be made  unless  and  until  the  person
requesting  such issuance has paid to the Corporation the amount of any such tax
or has established to the satisfaction of the Corporation that such tax has been
paid.

                  (4) No fractional  shares or scrip  representing  fractions of
Common Shares shall be issued upon conversion of shares of this Series.  Instead
of any fractional interest in a Common Share that would otherwise be deliverable
upon the conversion of a share of this Series,  the Corporation shall pay to the
holder of such share an amount in cash (computed to the nearest cent) based upon
the value of Common  Shares on the last business day  immediately  preceding the

<PAGE>

conversion  date. If more than one share shall be surrendered  for conversion at
one time by the same  holder,  the number of full Common  Shares  issuable  upon
conversion  thereof  shall be computed on the basis of the  aggregate  number of
shares of this Series so surrendered.  For purposes hereof,  the value of Common
Shares shall be determined as provided in clause (9) of Section (c).

                  (e) ADJUSTMENTS.

                  (1) Other  than a  dividend  or  distribution  as to which the
Corporation  will claim a deduction for dividends  paid in computing its taxable
income  pursuant to the REIT  Provisions  of the Internal  Revenue  Code, in the
event that the Corporation  shall  subdivide or combine its  outstanding  Common
Shares  into a greater  or  smaller  number of Common  Shares,  or shall  make a
dividend  or other  distribution  of Common  Shares to the holders of any of its
Common  Shares,  then in each case (i) the  outstanding  shares  of this  Series
shall, as  appropriate,  (A) be subdivided or combined in the same proportion as
the  Common  Shares  are   subdivided  or  combined  or  (B)  receive  the  same
proportionate  dividend or distribution payable in shares of this Series as paid
or issued  with  respect  to the  Common  Shares  and (ii) the per share  dollar
amounts  specified  herein for  computing  dividends  per  quarter or year,  the
maximum  liquidation  distribution and the redemption price shall be adjusted so
that the total of each such amount for all outstanding  shares of this Series is
the same  immediately  after, as it was immediately  prior to, the  subdivision,
combination, dividend or distribution.

                  (2) In the event  that the  Corporation  shall  issue  rights,
warrants  or options  to all  holders of its  Common  Shares  entitling  them to
subscribe  for or  purchase  Common  Shares at a price  per share  less than the
current  market price (as defined below) per share of a Common Share on the date
fixed for the  determination  of  stockholders  entitled to receive such rights,
warrants or options,  the Conversion  Price in effect at the opening of business
on the day following the date fixed for such  determination  shall be reduced by
multiplying  such Conversion Price by a fraction of which the numerator shall be
the number of Common  Shares  outstanding  at the close of  business on the date
fixed  for such  determination  plus the  number  of  Common  Shares  which  the
aggregate of the offering price of the total number of Common Shares offered for
subscription  or purchase  would  purchase at such current  market price and the
denominator  shall be the number of Common  Shares  outstanding  at the close of
business  on the date  fixed for such  determination  plus the  number of Common
Shares so  offered  for  subscription  or  purchase,  such  reduction  to become
effective  immediately  after the opening of business on the day  following  the
date fixed for such  determination.  For  purposes of clause (2) of this Section
(e), the number of Common Shares at any time  outstanding  shall include  shares
issuable in respect of scrip certificates  issued in lieu of fractions of Common
Shares.

                  (3) In the event that the  Corporation  shall,  by dividend or
otherwise,  distribute  to all  holders of its  Common  Shares  evidence  of its
indebtedness  or assets  (including debt  securities,  but excluding (i) rights,
warrants or options  referred  to in clause (2) of this  Section  (e),  (ii) any
dividend or distribution paid in cash out of or in respect of Available Cash (as
defined  below),  (iii) any dividend or distribution as to which the Corporation
will claim a deduction  for  dividends  paid in  computing  its  taxable  income
pursuant  to the  REIT  Provisions  of the  Internal  Revenue  Code and (iv) any
dividend or  distribution  referred to in clause (1) of this Section  (e)),  the
Conversion  Price  shall be  adjusted  so that the same  shall  equal  the price
determined by multiplying the Conversion  Price in effect  immediately  prior to
the close of business on the date fixed for the  determination  of  stockholders
entitled to receive such distribution by a fraction of which the numerator shall
be the current  market  price per share of the Common  Shares on the dated fixed
for such  determination  less the then fair market value (as  determined in good
faith by the Board of Directors of the Corporation, whose determination shall be
conclusive)  of such  portion  of the assets or  evidences  of  indebtedness  so
distributed  applicable  to one Common  Share (the  "Distribution  FMV") and the
denominator shall be such current market price per Common Share, such adjustment
to become  effective  immediately  prior to the  opening of  business on the day
following  the date fixed for the  determination  of  stockholders  entitled  to
receive such  distribution;  PROVIDED,  HOWEVER,  that if the  Distribution  FMV
exceeds the current  market  price per share,  or if the  current  market  price
exceeds  the  Distribution  FMV by less  than  10%,  in  lieu  of the  foregoing
adjustment,  from and after the record  date for  determining  holders of Common
Shares entitled to receive the distribution,  a holder of a share of this Series
that  converts such share in accordance  with the  provisions  hereof shall upon
such  conversion  be entitled to receive,  in addition to the Common Shares into
which  the  share  of this  Series  is  convertible,  the  kind  and  amount  of
securities,  cash or other assets  comprising the distribution  that such holder
would have received if such holder had converted the share  immediately prior to
the record date for determining the holders of Common Shares entitled to receive
the distribution.

<PAGE>

                  For  purposes  hereof,  Available  Cash  shall mean net income
before  loss  on  early  extinguishment  of debt  and  gain  on  disposition  of
investments,  adjusted as follows: (i) plus depreciation and amortization,  (ii)
plus gain on disposition of investments,  (iii) less  distributions  to minority
interest in excess of minority  interest  in income and (iv) less  dividends  on
preferred shares, equity shares and Common Shares. The terms "net income," "loss
on  early  extinguishment  of  debt,"  "gain  on  disposition  of  investments,"
"depreciation  and  amortization,"  "distributions  to  minority  interest"  and
"minority  interest in income" shall mean, as of any date of determination,  all
amounts that should, in accordance with generally accepted accounting principles
as in effect in the  United  States of America  from time to time,  consistently
applied, and past practice of the Corporation,  be reflected on the consolidated
financial  statements of the Corporation under such heading (or similar heading)
and  shall  be  determined  in  respect  of the year in which  the  dividend  or
distribution occurs.

                  (4) Other  than a  dividend  or  distribution  as to which the
Corporation  will claim a deduction for dividends  paid in computing its taxable
income  pursuant to the REIT  Provisions  of the Internal  Revenue  Code, in the
event that the  Corporation  shall pay a dividend or make a distribution  on its
Common Shares in any shares of its capital  stock (other than Common  Shares) or
issue by  reclassification  of its Common Shares any shares of its capital stock
(other than Common Shares),  a holder of a share of this Series who subsequently
converts the share,  at the time of conversion  shall be entitled to receive the
number of shares of capital  stock of the  Corporation  which such holder  would
have owned immediately following such dividend, distribution or reclassification
if such holder had converted the share immediately prior to such action.

                  The adjustment  shall become effective  immediately  after the
record date in the case of a dividend or distribution and immediately  after the
effective date in the case of a reclassification.

                  If after an adjustment a holder of a share of this Series upon
conversion  of such share may receive  shares of two or more  classes of capital
stock of the  Corporation,  the Conversion  Price shall thereafter be subject to
adjustment upon the occurrence of an action taken with respect to any such class
of capital  stock as is  contemplated  by this  Section (e) with  respect to the
Common Shares on terms  comparable  to those  applicable to the Common Shares in
this Section (e).

                  (5) In the event that the Corporation shall effect any capital
reorganization  or  reclassification  of its shares  (other than a  subdivision,
combination  or stock  dividend  referred  to in clause (1) of this  Section (e)
above or a dividend or  distribution  as to which the  Corporation  will claim a
deduction for dividends  paid in computing  its taxable  income  pursuant to the
REIT Provisions of the Internal Revenue Code) or shall consolidate or merge with
or into any other corporation (other than a consolidation or merger in which the
Corporation  is the  surviving  corporation  and each Common  Share  outstanding
immediately  prior to such  consolidation  or merger  is to  remain  outstanding
immediately after such consolidation or merger) or shall sell, lease or transfer
all or  substantially  all of its  assets  to any other  person or entity  for a
consideration  consisting in whole or in part of equity securities of such other
entity,  lawful  provision  shall  be  made  as a part  of  the  terms  of  such
transaction  whereby the holders of shares of this Series shall,  if entitled to
convert  such  shares at any time after the  consummation  of such  transaction,
receive  upon  conversion  thereof in lieu of each Common  Share that would have
been issuable upon conversion of such shares prior to such consummation the same
kind and amount of stock (and other securities, cash or property, if any) as may
be issuable or distributable in connection with such transaction with respect to
each  outstanding  Common Share  subject to  adjustments  for  subsequent  stock
dividends and  distributions,  subdivisions or  combinations of shares,  capital
reorganizations,   reclassifications,   consolidations   or  mergers  as  nearly
equivalent as possible to the adjustments provided for in this Section (e).

                  (6) For the purpose of any computation under this Section (e),
the "current  market  price" per Common Share on any date shall be determined as
of the date in  question  in the manner  provided  in clause (9) of Section  (c)
above.

                  (7) Notwithstanding the above provisions, no adjustment in the
Conversion  Price shall be required unless such adjustment (plus any adjustments
not previously made by reason of this  subsection)  would require an increase or
decrease of at least 1% in such price;  PROVIDED,  HOWEVER, that any adjustments
which by reason of this  subsection are not required to be made shall be carried

<PAGE>

forward and taken into account in any subsequent adjustment;  PROVIDED, FURTHER,
that  adjustment  shall be  required  and shall be made in  accordance  with the
provisions of this Section (e) (other than this  subsection)  not later than the
same time as may be  required  in order to  preserve  the  tax-free  nature of a
distribution to the holder of any share of this Series.  All calculations  under
this Section (e) shall be made to the nearest four digits.

                  (8) The  Corporation  shall take all action  necessary so that
shares of this Series issued on adjustments pursuant to this Section (e) will be
validly issued, fully paid and nonassessable. The Corporation shall use its best
efforts  to list the  shares of this  Series  required  to be  issued  upon such
adjustment,  prior to such issuance,  upon each national  securities exchange or
quotation system,  if any, upon which the outstanding  shares of this Series are
listed or  quoted at the time of such  issuance.  Prior to the  delivery  of any
securities that the  Corporation  shall be obligated to issue pursuant to clause
(1) of this  Section  (e),  the  Corporation  shall  endeavor to comply with all
federal and state laws and regulations  thereunder requiring the registration of
such securities  with, or any approval of or consent to the delivery thereof by,
any governmental authority.

                  (9)  Whenever  the  Conversion  Price is  adjusted  as  herein
provided:

                    (A) the  Corporation  shall compute the adjusted  Conversion
Price and shall cause to be prepared a certificate signed by the chief financial
officer of the  Corporation  setting  forth the  adjusted  Conversion  Price and
showing in reasonable  detail the facts upon which such  adjustment is based and
the computation thereof which certificate, absent manifest error, shall be prima
facie evidence of the correctness of such  adjustment;  such  certificate  shall
forthwith be filed with each transfer agent for the shares of this Series; and

                    (B) a notice  stating  that the  Conversion  Price  has been
adjusted and setting  forth the  adjusted  Conversion  Price  shall,  as soon as
practicable,  be mailed to the holders of record of  outstanding  shares of this
Series.

                  (10) For  purposes of this  Section  (e), the number of Common
Shares at any time outstanding shall not include any Common Shares then owned or
held by or for the account of any subsidiary of the  Corporation,  except to the
extent of the ownership of common shares of such  subsidiary by any person other
than the Corporation.

                  (11) In case any event shall occur as to which the  provisions
of this  Section  (e) are not  strictly  applicable  but the failure to make any
adjustment  would not fairly  protect the conversion  rights  represented by the
shares of this Series in accordance with the essential  intent and principles of
this  Section,  then,  in each such  case,  the  Corporation  shall  appoint  an
independent firm of public  accountants of recognized  national  standing (which
may be the regular auditors of the Corporation),  which shall gave their opinion
upon the  adjustments,  if any, on a basis  consistent with the essential intent
and  principles  established  in this  Section,  necessary to preserve,  without
dilution,  the conversion rights represented by the shares of this Series.  Upon
receipt of such opinion,  the  Corporation  will promptly mail a copy thereof to
each  holder of shares of this Series and shall make the  adjustments  described
therein.  The  certificate  of any  independent  firm of public  accountants  of
nationally  recognized  standing  selected  by the Board of  Directors  shall be
presumptive  evidence  of the  correctness  of any  computation  made under this
subsection.

                  (f) VOTING  RIGHTS.  The shares of this Series  shall not have
any voting powers either general or special,  except as required by law,  except
as set forth in clause (1) of this Section (f).

                  (1) Holders of shares of this  Series  shall have the right to
vote on all  matters  presented  to holders of the Common  Shares for a vote and
vote  together as one class with  holders of Common  Shares and other  series of
equity  shares that share  voting  rights with holders of shares of this Series.
Each  outstanding  share of this Series entitles the holder to one hundred (100)

<PAGE>

votes, except that such holder, together with holders of Common Shares and other
series of equity  shares that share voting rights with holders of shares of this
Series, has cumulative voting rights in electing Directors. For purposes of this
clause (1) of Section  (f),  each holder of shares of this Series shall have the
right (i) to cast as many votes as there are Directors to be elected  multiplied
by one hundred (100) times the number of shares of this Series registered in the
name of such holder and (ii) either to cast all of such votes for one  candidate
for Director or to distribute such votes among as many candidates as such holder
chooses.

                  (2) Except as required by law,  nothing  herein shall be taken
to require a class vote or consent in connection with any matter,  including the
authorization,  designation,  increase or issuance of any shares of any class or
series (including  additional shares of this Series) that rank senior to, junior
to or on a parity with this Series as to dividends and liquidation  rights or in
connection  with the  authorization,  designation,  increase  or issuance of any
bonds, mortgages, debentures or other debt obligations of the Corporation.