SECOND LOAN MODIFICATION AGREEMENT, MODIFICATION TO
DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES,
SECURITY AGREEMENT AND FIXTURE FILING AND
MODIFICATION TO ASSIGNMENT OF LEASES AND RENTS


THIS SECOND LOAN MODIFICATION AGREEMENT, MODIFICATION TO 
DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND 
FIXTURE FILING AND MODIFICATION TO ASSIGNMENT OF LEASES AND RENTS 
(this "Modification Agreement") is entered into as of April 1, 1997, 
by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited 
partnership having an office at 9100 Wilshire Boulevard, Beverly 
Hills, California  90212 (the "Borrower"), and LEHMAN BROTHERS 
HOLDINGS INC., D/B/A LEHMAN CAPITAL, A DIVISION OF LEHMAN BROTHERS 
HOLDINGS INC., a Delaware corporation having an office at Three World 
Financial Center, 200 Vesey Street, New York, New York  10285 (the 
"Lender").
WHEREAS, the Lender previously has made a loan to the 
Borrower in the original principal amount of One Hundred Thirty-Seven 
Million Eight Hundred Thousand Dollars ($137,800,000) (the "Loan") 
pursuant to that certain Loan Agreement between the Borrower and the 
Lender dated as of October 9, 1996 as amended by that certain First 
Amendment to Loan Agreement dated as of December 17, 1996 and as 
further amended by that certain Loan Modification Agreement, 
Modification to Deed of Trust, Assignment of Rents and Leases, 
Security Agreement and Fixture Filing and Modification to Assignment 
of Leases and Rents (the "First Modification Agreement") made and 
entered into as of March 17, 1997 (collectively, the "Loan 
Agreement");
WHEREAS, the Borrower's obligation to repay the Loan is 
evidenced by that certain Amended and Restated Mortgage Note (the 
"Note") dated as of March 17, 1997 by the Borrower to the order of 
Lender and its successors and assigns in the original principal amount 
of One Hundred Thirty-Seven Million Eight Hundred Thousand Dollars 
($137,800,000);
WHEREAS, the Borrower's obligation to repay the Loan is 
secured by, among other things, a certain Deed of Trust, Assignment of 
Rents and Leases, Security Agreement, and Fixture Filing dated as of 
October 9, 1996, by the Borrower to the Trustee named therein for the 
benefit of the Lender which Deed of Trust, Assignment of Rents and 
Leases, Security Agreement and Fixture Filing was recorded (i) among 
the land records of Los Angeles County, California on October 15, 
1996, as Instrument No. 96-166943, (ii) among the land records of San 
Diego County, California on October 14, 1996, as Instrument No. 1996-
0520877, and (iii) among the land records of Orange County California 
on October 11, 1996, as Instrument No. 19960520239 and was modified by 
the First Modification Agreement (said Deed of Trust, Assignment of 
Rents and Leases, Security Agreement and Fixture Filing, as modified 
by the First Modification Agreement, shall be known as the 
"Mortgage");
WHEREAS, pursuant to the Mortgage, the Borrower granted 
first priority liens on nine (9) parcels of real property and the 
improvements thereon, which real property is more particularly 
described on Exhibit A-1 through Exhibit A-9 to the Mortgage 
(collectively, the "Initial Mortgaged Properties");
WHEREAS, the Borrower's obligation to repay the Loan is also 
secured by, among other things, a certain Assignment of Leases and 
Rents, dated as of October 9, 1996, by the Borrower to the Lender 
which Assignment of Leases and Rents was recorded (i) among the land 
records of Los Angeles County, California on October 15, 1996, as 
Instrument No. 96-166944, (ii) among the land records of San Diego 
County, California on October 14, 1996, as Instrument No. 1996-
0520878, and (iii) among the land records of Orange County California 
on October 11, 1996, as Instrument No. 19960520240 and was modified by 
the First Modification Agreement (said Assignment of Leases and Rents, 
as modified by the First Modification Agreement, shall be known as the 
"Assignment");
WHEREAS, the First Modification Agreement was recorded (i) 
among the land records of Los Angeles County, California on March 24, 
1997, as Instrument No. 97-436529, (ii) among the land records of San 
Diego County on March 24, 1997 as Instrument No. 1997-0129368 and 
(iii) among the land records of Orange County, California on March 24, 
1997 as Instrument No. 199701305942;
WHEREAS, the Borrower has requested and the Lender has 
agreed to increase the outstanding principal balance of the Loan to 
One Hundred Seventy-Five Million Dollars ($175,000,000) on the terms 
and conditions set forth herein;
WHEREAS, the Lender's agreement to increase the amount of 
the Loan as provided in the foregoing paragraph is conditioned, among 
other things, on the Borrower granting to the Lender first priority 
liens on three (3) additional parcels of real property, which real 
property is more particularly described on Attachment 1 attached 
hereto and made a part hereof, and the improvements thereon 
(collectively, the "New Mortgaged Properties") and associated personal 
property, as provided below, as additional security for the Borrower's 
obligation to repay the Loan; and
WHEREAS, the Borrower and the Lender desire to modify the 
Loan Agreement and the other Loan Documents (as defined in the Loan 
Agreement) to increase the amount of the Loan as provided above and to 
make such other modifications to the Loan Documents as are set forth 
herein.
NOW THEREFORE, in consideration of the foregoing and of 
other good and valuable consideration, the receipt and sufficiency of 
which hereby are acknowledged, the Borrower and the Lender hereby 
agree as follows:
1.	All capitalized terms not otherwise defined herein 
shall have the meanings ascribed to such terms in the Loan Agreement.
2.	Section 1.1 of the Loan Agreement hereby is amended by 
the deletion of the definition of "Assignment of Leases and Rents" in 
its entirety and the insertion, in lieu thereof, of the following:
"Assignment of Leases and Rents" means 
collectively (i) that certain Assignment of 
Leases and Rents dated as of October 9, 1996 made 
by Borrower to Lender and recorded in the land 
records of Los Angeles, San Diego and Orange 
Counties, California with respect to the Initial 
Mortgaged Properties, as from time to time 
amended and (ii) that certain Assignment of 
Leases and Rents dated as of April 1, 1997 and to 
be recorded in the land records of Los Angeles 
County, California made by Borrower to Lender 
with respect to the New Mortgaged Properties.
3.	Section 1.1 of the Loan Agreement hereby is further 
amended by the deletion of the definition of "Land" in its entirety 
and the insertion, in lieu thereof, of the following:
"Land" means collectively (i) the parcels of land on which 
the Initial Mortgaged Properties are located, as more fully 
described on Schedule B attached hereto, together with (ii) 
the parcels of land on which the Additional Mortgaged 
Properties are located, as more fully described on 
Schedule C attached hereto.
4.	Section 1.1 of the Loan Agreement hereby is further 
amended by the deletion from the definition of "Loan Amount" of the 
phrase "One Hundred Thirty-Seven Million Eight Hundred Thousand and 
No/100 Dollars ($137,800,000)" and the insertion, in lieu thereof, of 
the phrase "One Hundred Seventy-Five Million Dollars ($175,000,000)."
5.	Section 1.1 of the Loan Agreement hereby is further 
amended by the deletion from the definition of "Mortgaged Properties" 
of the phrase "on Schedule A hereto" and the insertion, in lieu 
thereof, of the following:
as "Initial Mortgaged Properties" on Schedule A 
hereto together with the 3 office properties 
identified as "Additional Mortgaged Properties" 
on Schedule A hereto.
6.	Section 1.1 of the Loan Agreement hereby is further 
amended by the deletion of the definition of "Mortgage" in its 
entirety and the insertion, in lieu thereof, of the following:
"Mortgage" means, collectively, (i) that certain 
Deed of Trust, Assignment of Rents and Leases, 
Security Agreement and Fixture Filing, dated as 
of October 9, 1996 by Borrower to the trustee 
named therein for the benefit of Lender and 
recorded in the land records of Los Angeles, San 
Diego and Orange Counties, California with 
respect to the Initial Mortgaged Properties, as 
from time to time amended and (ii) that certain 
Deed of Trust, Assignment of Rents and Leases, 
Security Agreement and Fixture Filing dated as of 
April 1, 1997 and to be recorded among the land 
records of Los Angeles County, California with 
respect to the Additional Mortgaged Properties.
7.	Section 1.1 of the Loan Agreement hereby is further 
amended by the deletion of the definition of "Security Agreement" in 
its entirety and the insertion, in lieu thereof, of the following:
"Security Agreement" means, collectively, (i) 
that certain Security Agreement dated as of 
October 9, 1996 between Borrower and Lender, as 
from time to time amended and (ii) that certain 
Security Agreement dated as of April 1, 1997 
between Borrower and Lender
8.	Section 1.1 of the Loan Agreement hereby is further 
amended by the insertion therein of the following definitions:
"Initial Mortgaged Properties" means the 9 office 
buildings identified on Schedule A hereto as 
Initial Mortgaged Properties.
"Additional Mortgaged Properties" means the 3 
office properties identified on Schedule A hereto 
as Additional Mortgaged Properties.
9.	Schedule A to the Loan Agreement hereby is deleted in 
its entirety and in lieu thereof is substituted Attachment 2 to this 
Modification Agreement.
10.	The Loan Agreement hereby is further amended by the 
addition thereto, as Schedule C thereto, of Attachment 1 to this 
Modification Agreement.
11.	On the date hereof, but only upon satisfaction of all 
of the conditions set forth in Paragraph 16 below, the Lender shall 
make an Additional Advance to the Borrower in the amount of Thirty-
Seven Million Two Hundred Thousand Dollars ($37,200,000).  The 
Borrower hereby acknowledges that upon the funding of said Additional 
Advance, the entire Loan Amount shall have been advanced to the 
Borrower and that the Lender shall have no further obligation to 
advance any loan proceeds or other amount under the Loan Agreement or 
under any of the other Loan Documents.
12.	The Mortgage hereby is amended by the insertion at the 
end of Recital A thereof of the following:
; the amount of said Loan was increased to One 
Hundred Seventy-Five Million Dollars 
($175,000,000) by that certain Second Loan 
Modification Agreement, Modification to Deed of 
Trust, Assignment of Rents and Leases, Security 
Agreement and Fixture Filing and Modification to 
Assignment of Leases and Rents entered into as of 
April 1, 1997, between Grantor and Beneficiary 
(the "Second Modification Agreement") and, in 
connection therewith, the Mortgage Note was 
amended and restated in its entirety by that 
certain Second Amended and Restated Mortgage Note 
dated April 1, 1997 (the "Second Restated Note").  
All references herein to the Mortgage Note 
hereinafter shall be deemed to be a reference to 
the Mortgage Note as amended and restated by the 
Second Restated Note.  All references herein to 
the Loan Agreement and the other Loan Documents 
hereinafter shall be deemed a reference to the 
Loan Agreement and the other Loan Documents as 
amended by the Second Modification Agreement.  
All references herein to the Loan Documents shall 
include any documents and instruments executed 
and delivered by Grantor pursuant to Paragraph 
16(vi) of the Second Modification Agreement.
13.	The Section 3.15 of the Mortgage hereby is amended by 
the insertion at the end of the first sentence of said Section 3.15, 
of the following:
, including without limitation, a certain Deed of 
Trust, Assignment of Rents and Leases, Security 
Agreement and Fixture Filing dated as of April 1, 
1997 made by the Grantor to the Trustee for the 
benefit of the Beneficiary, a certain Assignment 
of Leases and Rents dated as of April 1, 1997 by 
the Grantor to the Beneficiary and a certain 
Security Agreement dated as of April 1, 1997 
between the Borrower and the Lender, each of 
which relates to the Additional Mortgaged 
Properties (as defined in the Loan Agreement) and 
associated real and personal property and each of 
which is a Security Document (as defined herein).
14.	The Assignment hereby is amended by the insertion at 
the end of the first sentence of the Paragraph that begins "THIS 
ASSIGNMENT" on the bottom of page 1 thereof of the following:
; the amount of said Loan was increased to One 
Hundred Seventy-Five Million Dollars 
($175,000,000) by that certain Second Loan 
Modification Agreement, Modification to Deed of 
Trust, Assignment of Rents and Leases, Security 
Agreement and Fixture Filing and Modification to 
Assignment of Leases and Rents entered into as 
of April 1, 1997, between Assignor and Assignee 
(the "Second Modification Agreement") and, in 
connection therewith, the Mortgage Note was 
amended and restated in its entirety by that 
certain Second Amended and Restated Mortgage 
Note dated April 1, 1997 (the "Second Restated 
Note").  All references herein to the Mortgage 
Note hereinafter shall be deemed to be a 
reference to the Mortgage Note as amended and 
restated by the Second Restated Note.  All 
references herein to the Loan Agreement and the 
other Loan Documents hereinafter shall be deemed 
a reference to the Loan Agreement and the other 
Loan Documents as amended by the Second 
Modification Agreement.  All references herein 
to the Loan Documents shall include any 
documents and instruments executed and delivered 
pursuant to Paragraph 16 (vi) of the Second 
Modification Agreement.
15.	The Security Agreement entered into as of October 9, 
1996 between the Borrower and the Lender, as modified by the First 
Modification Agreement, hereby is amended by the insertion at the end 
of the first "WHEREAS" clause thereof of the following:
; the amount of said Loan was increased to One 
Hundred Seventy-Five Million Dollars 
($175,000,000) by that certain Second Loan 
Modification Agreement, Modification to Deed of 
Trust, Assignment of Rents and Leases, Security 
Agreement and Fixture Filing and Modification to 
Assignment of Leases and Rents dated as of April 
1, 1997, between Debtor and Secured Party (the 
"Second Modification Agreement") and, in 
connection therewith, the Mortgage Note was 
amended and restated in its entirety by that 
certain Second Amended and Restated Mortgage Note 
dated April 1, 1997 (the "Second Restated Note").  
All references herein to the Mortgage Note 
hereinafter shall be a reference to the Mortgage 
Note as amended and restated by the Second 
Restated Note.  All references herein to the Loan 
Agreement and the other Loan Documents 
hereinafter shall be deemed a reference to the 
Loan Agreement and the other Loan Documents as 
amended by the Second Modification Agreement.  
All references herein to the Loan Documents shall 
include any documents and instruments executed 
and delivered pursuant to Paragraph 16 (vi) of 
the Second Modification Agreement.
		16.	The obligation of the Lender to make the Additional 
Advance referenced in Paragraph 11 above on the date hereof is subject 
to the satisfaction on or before the date hereof of each and all of 
the following conditions:

	(i)	the Borrower shall have delivered to the Lender 
endorsements to the Title Insurance Policies that 
relate to the Initial Mortgaged Properties (or the 
commitment of the Title Company to issue said 
endorsements, which commitment may be subject to 
payment of the Title Company's premiums only) (i) 
insuring that the Mortgage that relates to the Initial 
Mortgaged Properties, as modified by this Modification 
Agreement, constitutes a valid first priority mortgage 
on, and security interest in, the Land and the 
Improvements relating to the Initial Mortgaged 
Properties and all rights appurtenant thereto 
described therein, in each case free and clear of all 
defects and encumbrances other than as set forth in 
Schedule B to the Title Insurance Policies that relate 
to the Initial Mortgaged Properties or on said 
endorsements and (ii) increasing the aggregate amount 
of the Title Insurance Policies that relate to the 
Initial Mortgaged Properties to not less than the Loan 
Amount (as increased hereby);

	(ii)	the Borrower shall have delivered to the Lender 
mortgagee's forms of title insurance policies or 
marked-up commitments evidencing such policies 
relating to the Additional Mortgaged Properties, in 
form and content reasonably acceptable to the Lender, 
and in an aggregate amount not less than the Loan 
Amount (which commitments may be subject to payment of 
the Title Company's premiums only) insuring that (i) 
the New Mortgage constitutes a valid first priority 
mortgage or similar lien on, and security interest in, 
the Land and the Improvements relating to the 
Additional Mortgaged Properties and all rights 
appurtenant thereto described therein, in each case 
free and clear of all defects and encumbrances other 
than as set forth in Schedule B to the applicable 
title insurance policy, and containing, to the extent 
such coverage is available in the state in which the 
Additional Mortgaged Properties are located, (A) full 
coverage (by affirmative insurance) against liens of 
mechanics, materialmen, laborers, and any other 
Persons who might claim statutory or other common law 
liens relating to services performed prior to the date 
hereof; (B) no survey exceptions other than those set 
forth in Schedule B to such title insurance policies; 
(C) such other endorsements as Lender may deem 
reasonably necessary to insure that any off-site 
easements benefiting any of the Additional Mortgaged 
Properties are valid and enforceable in accordance 
with their terms; (D) a "tie-in" endorsement 
aggregating the insurance amount indicated for the 
applicable Additional Mortgaged Property with the 
amounts indicated for all other Mortgaged Properties; 
and (E) such other endorsements as the Lender shall 
require; such title insurance policies shall be issued 
by the Title Company and shall be deemed "Title 
Insurance Policies" under the Loan Agreement;

	(iii)	the Borrower shall have delivered to the Lender a 
written opinion addressed to the Lender, from Latham & 
Watkins, counsel to the Borrower, in form and 
acceptable substance to the Lender;

	(iv)	the Borrower shall have executed and delivered to the 
Lender an amended and restated mortgage note (the 
"Second Restated Note") in the form agreed to between 
the Borrower and the Lender; 

	(v)	the Borrower shall have delivered to the Lender 
certificates of good standing for the Borrower and the 
General Partner from the states of Maryland and 
California in each case dated no earlier than March 
10, 1997.

	(vi)	the Borrower shall have executed and delivered to the 
Lender the following:

		(a)	a deed of trust, assignment of rents and leases, 
security agreement and fixture filing relating to 
the Additional Mortgaged Properties in the form 
agreed to between the Borrower and the Lender 
(the "New Mortgage"); 

		(b)	an assignment of leases and rents relating to the 
Additional Mortgaged Properties in the form 
agreed to between the Borrower and the Lender 
(the "New Assignment of Leases and Rents");

		(c)	a security agreement relating to personal 
property associated with the Additional Mortgaged 
Properties in the form agreed to between the 
Borrower and the Lender (the "New Security 
Agreement");

		(d)	a UCC-1 Financing Statement for filing in the 
Office of the Secretary of State of the State of 
California (the "New Financing Statement"); and

	(vii)	a written notice of borrowing in which the Borrower 
(i) requests disbursement of the sum of Thirty-Seven 
Million Two Hundred Thousand Dollars ($37,200,000) and 
(ii) sets forth one or more accounts (not to exceed 2 
accounts) into which said funds are to be disbursed by 
wire transfer.

17.	To induce the Lender to enter into this Agreement and 
to fund the Additional Advance pursuant to Paragraph 11 hereof, the 
Borrower hereby makes the following representations and warranties:
	(i)	This Modification Agreement, the Second Restated Note, 
the New Mortgage, the New Assignment of Leases and 
Rents, the New Security Agreement and the New 
Financing Statement (collectively, the "Modification 
Documents") have been duly executed and delivered on 
behalf of the Borrower.  The Modification Documents 
and the Loan Documents, as modified herein, constitute 
the valid and binding obligations of the Borrower, 
enforceable in accordance with their terms, subject to 
the effects of applicable bankruptcy, insolvency, 
fraudulent conveyance, reorganization, moratorium, and 
similar laws relating to or affecting creditor's 
rights generally and general principles of equity 
(whether considered in a proceeding in equity or at 
law).

	(ii)	The execution, delivery and performance by the 
Borrower and the General Partner of the Modification 
Documents have been duly authorized by all requisite 
actions by and on behalf of the Borrower and the 
General Partner and are within the partnership or 
corporate power of the Borrower and the General 
Partner, as the case may be.

	(iii)	Except for consents and approvals that have already 
been obtained and are in full force and effect, no 
consent, license, approval or authorization of, or 
registration or declaration with, any Governmental 
Authority, commission, bureau, agency or other Person 
is required in connection with the execution, delivery 
and performance by the Borrower of the Modification 
Documents or the consummation by the Borrower of the 
transactions contemplated hereby and thereby.  Neither 
the execution and delivery by the Borrower or the 
General Partner of the Modification Documents, the 
consummation of the transactions contemplated hereby 
or thereby, nor the fulfillment by the Borrower or the 
General Partner of, or compliance by the Borrower or 
the General Partner with, the terms and conditions of 
the Modification Documents:

	(a)	will result in a breach or violation of any of 
the terms or provisions of, or constitute a 
default under, any Laws or any judgment, decree 
or order binding on the Borrower or the General 
Partner or their respective properties or assets;

	(b)	will conflict with or result in any breach or 
violation of any of the terms, conditions or 
provisions of the organizational documents of the 
Borrower or the General Partner; or

	(c)	will result in a breach or violation of or 
constitute a default under any existing material 
agreement or instrument to which the Borrower or 
the General Partner or their respective assets 
are a party or by which the Borrower or the 
General Partner are bound.

	(iv)	The representations and warranties made by the 
Borrower in the Loan Documents, including, without 
limitation, Article 3 of the Loan Agreement, are true 
and correct on the date hereof as if made on the date 
hereof and as if fully set forth herein.

	(v)	The Borrower has no offsets, claims, counterclaims or 
defenses against the Lender with respect to the Loan 
evidenced and/or secured by the Loan Documents.

	(vi)	There have been no material amendments to the 
certificate of limited partnership or the agreement of 
limited partnership of the Borrower or the articles of 
incorporation or bylaws of the General Partner since 
October 9, 1996.

	(vii)	The representations and warranties made by the 
Borrower in Sections 3.4, 3.6, 3.7, 3.8, 3.10, 3.11, 
3.16, 3.19, 3.20, 3.21, 3.22, 3.23, 3.24, 3.26 and 
3.27 are true and correct with respect to the 
Additional Mortgaged Properties as if fully set forth 
herein.

		18.	It is hereby acknowledged and agreed that any and all 
references, in any of the Loan Documents evidencing, securing or 
otherwise relating to the Loan, to the "Loan Agreement, "Mortgage 
Note" (or "Note"), "Mortgage," the "Loan Documents," "thereunder," 
"thereof," or words of like import referring thereto shall mean the 
Loan Agreement, the Mortgage or the Loan Documents, as amended by this 
Modification Agreement or, (i) in the case of the Note, to the Note as 
amended and restated by the Second Restated Note, (ii) in the case of 
the Mortgage, to the Mortgage as amended by this Modification 
Agreement together with the New Mortgage, (iii) in the case of the 
Assignment of Leases and Rents, to the Assignment of Leases and Rents 
as amended by this Modification Agreement together with the New 
Assignment of Leases and Rents and (iv) in the case of the Security 
Agreement, to the Security Agreement as amended by this Modification 
Agreement together with the New Security Agreement.  It is hereby 
further acknowledged and agreed that any and all references, in any of 
the Loan Documents evidencing, securing or otherwise relating to the 
Loan, to the "Loan Documents" shall be deemed to include the New 
Mortgage, the New Assignment of Leases and Rents and the New Security 
Agreement.

		19.	The execution and delivery hereof and of the other 
Modification Documents shall not extinguish any obligations or the 
Debt evidenced by the Note, as amended and restated by the Second 
Restated Note, nor will it impair the lien of the Mortgage or the 
Assignment or the Lender's security interest in any other collateral 
securing the obligations of the Borrower pursuant to the Note, as 
amended and restated by the Second Restated Note, and the other Loan 
Documents, and no part of the same shall be disturbed, discharged, 
canceled or impaired by the execution of this instrument or the 
execution and delivery of the other Modification Documents or of any 
further instruments evidencing or securing the Debt or said 
obligations and any other indebtedness of the Borrower to the Lender 
now or hereafter existing.

		20.	In addition to any and all fees, costs, taxes, 
expenses and other payments required in connection with the execution, 
recordation and delivery of this Modification Agreement, the Borrower 
shall pay to Lender upon demand from time to time all of the fees, 
costs, taxes and expenses incurred by the Lender in connection 
herewith (including, without limitation, the costs and expenses of the 
attorneys for the Lender and the premiums for the endorsements to the 
Title Insurance Policies to be delivered to the Lender by Section 
16(i) hereof and the premiums for the new Title Insurance Policies to 
be delivered to the Lender pursuant to Section 16(ii) hereof).

		21.	Except as expressly modified by the provisions of this 
Modification Agreement and the Second Restated Note, the terms and 
conditions of the Loan Documents shall continue in full force and 
effect and are hereby ratified and confirmed in full force and effect.

		22.	No failure on the part of the Lender or any of its 
agents to exercise, and no course of dealing with respect to, and no 
delay in exercising, any right, power or remedy hereunder or under the 
Loan Documents shall operate as a waiver thereof.

		23.	This Modification Agreement may only be amended or 
revised by a written instrument or instruments executed by the Lender 
and the Borrower.

		24.	In the event that any provision of this Modification 
Agreement or the application thereof to the Borrower, or any 
circumstance in any jurisdiction governing this Modification Agreement 
shall, to any extent, be invalid or unenforceable under any applicable 
statute, regulation or rule of law, then such provision shall be 
deemed modified to conform to such statute, regulation or rule of law, 
and the remainder of this Modification Agreement and the application 
of any such invalid or unenforceable provision to parties, 
jurisdictions or circumstances other than to whom or to which it is 
held invalid or unenforceable shall not be affected thereby, nor shall 
same affect the validity or enforceability of any other provision of 
this Modification Agreement.

		25.	The Borrower shall, on the request of the Lender and 
at the expense of the Borrower: (a) promptly execute, acknowledge, 
deliver and record or file such instruments and promptly do such acts 
as may be necessary, desirable or proper to carry out more effectively 
the purposes of this Modification Agreement and the Loan Documents and 
(b) promptly execute, acknowledge, deliver, procure and record or file 
any document or instrument deemed advisable by the Lender to protect, 
continue or perfect the liens or the security interests created under 
the Loan Documents against the rights or interests of third persons.

		26.	This Modification Agreement shall be binding upon 
Borrower and its successors and assigns and shall inure to the benefit 
of the Lender and its successors and assigns.

		27.	This Modification Agreement may be executed in 
separate counterparts, none of which need contain the signatures of 
all parties, each of which shall be deemed to be an original and all 
of which taken together shall constitute one and the same instrument.  
It shall not be necessary in making proof of this Modification 
Agreement to produce or account for more than the number of 
counterparts containing the respective signatures of, or on behalf of, 
all of the parties hereto.  In the event the parties hereto exchange 
signature pages of this Modification Agreement by facsimile, they 
agree to send the original executed counterparts of this Modification 
Agreement to one another by overnight delivery service.


[SIGNATURE PAGE TO FOLLOW]



IN WITNESS WHEREOF, the parties hereto have executed this 
Modification Agreement or have caused this Modification Agreement to 
be executed on their behalf as of the day and year first above 
written.
				BORROWER:
                                  ARDEN REALTY LIMITED PARTNERSHIP
ATTEST/WITNESS:	               By:	ARDEN REALTY, INC.
                               				general partner


/s/ Sandra J. Uhlar		          By: /s/ Diana M. Laing
                              			Its:  Chief Financial Officer



		LENDER:

ATTEST/WITNESS:	                  LEHMAN BROTHERS HOLDINGS INC., D/B/A 
                                  LEHMAN CAPITAL, A DIVISION OF LEHMAN 
                                  BROTHERS HOLDINGS INC.


                               			By:/s/ Mike Mazzi
                               			Its:








Recording Requested By:

First American Title
Insurance Company

When recorded mail document to:

Hogan & Hartson L.L.P.
Suite 1100
8300 Greensboro Drive
McLean, Virginia 22102

Attention:  Lee E. Berner, Esq.
______________________________________________________________________
______________

SPACE ABOVE THIS LINE RESERVED FOR 
RECORDER'S USE