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                                RESTATED BY-LAWS

                                       OF

                        SIZELER PROPERTY INVESTORS, INC.

                      As Amended through November 4, 1999


                            ARTICLE I - STOCKHOLDERS


SECTION 1.  ANNUAL MEETING

     An annual meeting of the stockholders, for the election of Directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held at such place, on such
date, and at such time as the Board of Directors shall each year fix.

SECTION 2.  SPECIAL MEETINGS

     Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Board of Directors
and shall be held at such place, on such date, and at such time as the Board
shall fix.  The call of a special meeting shall state the nature of the business
to be transacted and that no other business shall be considered at the meeting.

SECTION 3.  NOTICE OF MEETINGS

     Written notice of the place, date and time of all meetings of the
stockholders shall be given to each stockholder, whether or not such stockholder
is entitled to vote at such meeting, not less than ten (10) nor more than sixty
(60) days before the date on which the meeting is to be held, except as
otherwise provided herein or required by law.

     When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date for any adjourned meeting is more than thirty (30)
days after the date for which the meeting was originally noticed, or if a new
record date is fixed for the adjourned meeting, written notice of the place,
date and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
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SECTION 4.  QUORUM

     At any meeting of the stockholders, the holders of a majority of all of the
shares of the stock entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law.

     If a quorum shall fail to attend any meeting, the chair of the meeting or
the holders of a majority of the shares of the stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date,
or time.

SECTION 5.  ORGANIZATION

     Such person as the Board of Directors may have designated or in the absence
of such a person the highest ranking officer of the Corporation who is present
shall call to order any meeting of the stockholders and act as chairman of the
meeting.  In the absence of the Secretary of the Corporation, the Secretary of
the meeting shall be such person as the chairman appoints.  The chairman of the
meeting shall have the power, in his sole discretion, to adjourn, recess, delay
or otherwise postpone the date or time of any annual or special meeting of
stockholders.

SECTION 6.  CONDUCT OF BUSINESS

     The chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.

SECTION 7.  NOMINATION OF DIRECTORS AND BUSINESS AT SHAREHOLDERS MEETING

     Nominations of persons for election to the Board of Directors and the
proposal of business to be transacted by the stockholders at an annual meeting
of stockholders may be made (a) pursuant to the Corporation's notice with
respect to such meeting, (b) by or at the direction of the Board, or (c) by any
stockholder of record of the Corporation who was a stockholder of record at the
time of the giving of the notice provided for in the following paragraph, who is
entitled to vote at the meeting and who has complied with the notice procedures
set forth in this section.

     For nominations of directors or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of the
foregoing paragraph, (1) the stockholder must  have given timely notice thereof
in writing to the Chairman of the Board or President of the Corporation, and (2)
such business must be a proper matter for stockholder action under the General
Corporation Law of the State of Delaware.  To be timely, a stockholder's notice
shall be delivered to the Chairman of the Board or President at the principal
execute offices of the Corporation not less than 60 or more than 90 days prior
to the first anniversary (the "Anniversary") of the date on which the
Corporation first mailed its proxy materials for the preceding year's annual
meeting of stockholders; provided, however, that if the date of the annual
meeting is advanced more than 30

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days prior to or delayed by more than 30 days after the anniversary of the
preceding year's annual meeting, notice by the stockholder to be timely must be
so delivered not later than the close of business on the later of (i) the 90th
day prior to such annual meeting, or (ii) the 10th day following the day on
which public announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or re-election as a director all information
relating to such person as would be required to be disclosed in solicitations of
proxies for the election of such nominees as directors pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and such person's written consent to serve as a director if elected; (b) as to
any other business that the stockholder proposes to bring before the meeting, a
brief description of such business, the reasons for conducting such business at
the meeting and any material interest in such business of such stockholder and
the beneficial owner, if any, on whose behalf the proposal is made; (c) as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Corporation's books, and of such beneficial
owner, (ii) the class and number of shares of the Corporation that are owned
beneficially and of record by such stockholder and such beneficial owner, and
(iii) whether either such stockholder or beneficial owner intends to deliver a
proxy statement and form of proxy to holders of, in the case of a proposal, at
least the percentage of the Corporation's voting shares required under
applicable law to carry the proposal or, in the case of a nomination or
nominations, a sufficient number of holders of the Corporation's voting shares
to elect such nominee or nominees.

     Notwithstanding anything in the second sentence of the second paragraph of
this Section 7 to the contrary, in the event that the number of directors to be
elected to the Board is increased and there is no public announcement naming all
of the nominees for director or specifying the size of the increased Board made
by the Corporation at least 55 days prior to the Anniversary, a stockholder's
notice required by this By-law 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 Chairman of the Board or President at the principal
executive offices of the Corporation not later than the close of business on the
10th day following the day on which such public announcement is first made by
the Corporation.

     Only persons nominated in accordance with the procedures set forth in this
Section 7 shall be eligible to serve as directors and only such business shall
be conducted at an annual meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in this section.
The chair of the meeting shall have the power and the duty to determine whether
a nomination or any business proposed to be brought before the meeting has been
made in accordance with the procedures set forth in these By-laws and, if any
proposed nomination or business is not in compliance with these By-laws, to
declare that such defective proposed business or nomination shall not be
presented for stockholder action at the meeting and shall be disregarded.

     Only such business shall be conducted at a special meeting of stockholders
as shall have been brought before the meeting pursuant to the Corporation's
notice of meeting.  Nominations of persons for election to the Board may be made
at a special meeting of stockholders at which directors are to be elected
pursuant to the Corporations' notice of meeting; (a) by or at the direction of
the Board, or

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(b) by any stockholder of record of the Corporation who is a stockholder of
record at the time of giving of notice provided for in this paragraph, who shall
be entitled to vote at the meeting and who complies with the notice procedures
set forth in this Section 7. Nominations by stockholders of persons for election
to the Board may be made at such a special meeting of stockholders if the
stockholder's notice required by the second paragraph of this Section 7 shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the later of the 90th day prior to such
special meeting, or the 10th 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 Board to be elected at such meeting.

     For purposes of this section, "public announcement" shall mean disclosure
in a press release reported by either the Dow Jones News Service, Reuters
Business News Service, Bloomberg Business News Service, Associated Press, or a
comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

     Notwithstanding the  foregoing provisions of this Section 7, a stockholder
shall also comply with all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to matters set forth in this
Section 7.  Nothing in this Section 7 shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.  A request by a
stockholder to include proposals in the Corporation's proxy statement pursuant
to Rule 14a-8 under the Exchange Act does not constitute the notice required by
this Section 7 unless it complies in every respect with the requirements of the
notice set forth in this Section 7 if the Corporation has given the requesting
shareholder a copy of the notice of the Corporation's intention to refuse the
request for inclusion of the proposal within the time specified in Rule 14a-8.

SECTION 8.  PROXIES AND VOTING

     At any meeting of the stockholders, every stockholder entitled to vote may
vote in person or by proxy in any manner permissible under Delaware law and
submitted in accordance with the procedure established for the meeting.

     Each stockholder shall have one vote for every share of stock entitled to
vote which is registered in his name on the record date for the meeting.

     All voting, except on the election of directors and where otherwise
required by law, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or his proxy, a stock vote shall be
taken.  Every stock vote shall be taken by ballots, each of which shall state
the name of the stockholder or proxy voting and such other information as may be
required under the procedure established for the meeting.  Every vote taken by
ballots shall be counted by an inspector or inspectors appointed by the chairman
of the meeting.

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SECTION 9.  STOCKHOLDER LIST

     A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each stockholder and the number of shares registered in his name,
shall be open to the examination of any such stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.

     The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present.  The stock ledger from which this list is prepared shall
presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of shares held by each of them.


                        ARTICLE II - BOARD OF DIRECTORS

SECTION 1.  NUMBER AND TERM OF OFFICE

     The number of Directors of the Corporation shall be determined by the Board
of Directors as provided in the Certificate of Incorporation.  Any reference to
the "Board" in these By-laws shall mean the Board of Directors of the
Corporation.

SECTION 2.  VACANCIES

     Vacancies on the Board of Directors shall be filled as provided in the
Certificate of Incorporation.

SECTION 3.  REGULAR MEETINGS

     Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all Directors.  A
notice of each regular meeting shall not be required.

SECTION 4.  SPECIAL MEETINGS

     Special meetings of the Board of Directors may be called by one-third of
the Directors then in office or by the Chairman of the Board and shall be held
at such place, on such date and at such time as they or he shall fix.  Notice of
the place, date and time of each such special meeting shall be given to each
director by whom it is not waived by mailing written notice not less than four
(4) days before the meeting or by telegraphing the same not less than twenty-
four (24) hours before the meeting.  Unless otherwise indicated in the notice
thereof, any and all business may be transacted at a special meeting.

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SECTION 5.  QUORUM

     At any meeting of the Board of Directors, a majority of the total number of
the whole Board shall constitute a quorum for all purposes.  If a quorum shall
fail to attend any meeting, a majority of those present may adjourn the meeting
to another place, date or time, without further notice or waiver thereof.

SECTION 6.  PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE

     Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment that enables all persons
participating in the meeting to hear each other.  Such participation shall
constitute presence in person at such meeting.

SECTION 7.  CONDUCT OF BUSINESS; UNANIMOUS WRITTEN CONSENT

     At any meeting of the Board of Directors, business shall be transacted in
such order and manner as the Board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors present,
except as otherwise provided herein or required by law.

     Action may be taken by the Board of Directors without a meeting if all
members thereof consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board of Directors.

SECTION 8.  POWERS

     The Board of Directors may, except as otherwise required by law, exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, including, without limiting the generality of the foregoing,
the unqualified power:

     (1)  To issue and sell shares of the Corporation's authorized stock;

     (2)  To declare and pay dividends from time to time in accordance with law;

     (3)  To purchase or otherwise acquire any property, rights or privileges on
          such terms as it shall determine;

     (4)  To authorize the creation, making and issuance, in such form as it may
          determine, of written obligations of every kind, negotiable or non-
          negotiable, secured or unsecured, and to do all things necessary in
          connection therewith;

     (5)  To remove any officer of the Corporation with or without cause, and
          from time to time to devolve the powers and duties of any officer upon
          any other person for the time being;

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     (6)  To confer upon any officer of the Corporation the power to appoint,
          remove, and suspend subordinate officers and agents;

     (7)  To adopt, amend or terminate from time to time such stock option,
          stock purchase, bonus or other compensation plans for directors,
          officers, employees and agents of the Corporation and its subsidiaries
          as it may determine;

     (8)  To adopt, amend or terminate from time to time such insurance,
          retirement and other benefit plans for directors, officers, employees
          and agents of the Corporation and its subsidiaries as it may
          determine; and

     (9)  To adopt, amend or terminate from time to time regulations not
          inconsistent with these By-laws for the management of the
          Corporation's business and affairs.

SECTION 9.  COMPENSATION OF DIRECTORS

     Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
Board of Directors.


                            ARTICLE III - COMMITTEES

SECTION 1.  COMMITTEES OF THE BOARD OF DIRECTORS

     The Board of Directors, by a vote of a majority of the whole Board, may
from time to time designate committees of the Board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of
the Board and shall, for those committees and any others provided for herein,
elect a Director or Directors to serve as the member or members, and designate,
if it desires, other Directors as alternative members who may replace any absent
or disqualified member at any meeting of the committee.  In the absence or
disqualification of any member of any committee and any alternate member in his
place, the member or members of the committee present at the meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may by
unanimous vote appoint another member of the Board of Directors to act at the
meeting in the place of the absent or disqualified member.

SECTION 2.  CONDUCT OF BUSINESS

     Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law.  Adequate provisions shall be made
for notice to members of all meetings; a majority of the members

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shall constitute a quorum, and all matters shall be determined by a majority
vote of the members present. Action may be taken by any committee without a
meeting if all members thereof consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of such committee.


                             ARTICLE IV - OFFICERS

SECTION 1.  GENERALLY

     The officers of the Corporation shall consist of a Chairman of the Board, a
President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other
subordinate officers as may from time to time be appointed by the Board of
Directors.  The Board of Directors, in its discretion, may establish for such
period of time as it deems advisable the offices of vice chairman and of
principal operating officer, respectively.  Officers shall be elected by the
Board of Directors, which shall consider that subject at its first meeting after
every annual meeting of stockholders and at other meetings as may be appropriate
to fill a vacancy in an office.  Each officer shall hold his office until his
successor is elected and qualified or until his earlier resignation or removal.
Any number of offices may be held by the same person, including without
limitation, the offices of Chairman of the Board and President and the offices
of Vice Chairman and Principal Operating Officer, except that holders of the
offices of Chairman of the Board, Principal Operating Officer or President shall
not simultaneously hold the office of Secretary.

SECTION 2.  CHAIRMAN OF THE BOARD

     The Chairman of the Board shall be the Chief Executive Officer of the
Corporation.  Subject to the provisions of these By-Laws and to the direction of
the Board of Directors, he shall have the responsibility for the general
management and control of the affairs and business of the Corporation and shall
perform all duties and have all powers which are commonly incident to the office
of chief executive or which are delegated to him by the Board of Directors.

SECTION 3.  VICE CHAIRMAN

     The Vice Chairman, if any, shall exercise such duties as are delegated to
him by the Chairman of the Board, and he shall report primarily to the Chairman
of the Board.  In the absence or disability of the Chairman of the Board, the
Vice Chairman shall perform the duties of the Chairman of the Board, subject to
the right of the Board of Directors to designate another officer to perform some
or all of these duties.

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SECTION 4.  PRINCIPAL OPERATING OFFICER

     The Principal Operating Officer, if any, shall have supervision of the
assets of the Corporation and shall perform so much of the duties normally
performed by a chief operating officer as shall be assigned to him by the Board
of Directors or, to the extent not inconsistent with any assignment by the Board
of Directors, by the Chairman of the Board.  The Principal Operating Officer
shall report primarily to the Chairman of the Board.

SECTION 5.  PRESIDENT

     The President shall be the Chief Operating Officer of the Company and,
except as set forth in the following sentence, shall perform all duties incident
to the Office of Chief Operating Officer and such other duties as from time to
time may be assigned to him by the Board of Directors.  If there shall be a
Principal Operating Officer, the President shall perform such duties as are
assigned to him by the Chairman of the Board or, to the extent not inconsistent
with any assignment by the Chairman of the Board, by the Principal Operating
Officer.  The President shall report primarily to the Chairman of the Board, but
if there shall be a Principal Operating Officer, the President shall report
primarily to the Principal Operating Officer.

SECTION 6.  VICE-PRESIDENTS

     Each vice-president shall perform such duties as the Board of Directors
shall prescribe. In the absence or disability of the President, the vice-
president who is designated by the Board of Directors shall perform the duties
and exercise the powers of the President; and in the absence or disability of
the Principal Operating Officer, the person who is designated by the Board of
Directors shall perform the duties and exercise the powers of the Principal
Operating Officer.

SECTION 7.  CHIEF FINANCIAL OFFICER, TREASURER AND CONTROLLER

     The Chief Financial Officer (CFO) shall have general supervision of all the
accounts and books of account of the Corporation and of all accounting personnel
and shall supervise all controls with respect to the monies and securities of
the Corporation.  The CFO shall advise and report to the Chairman and the
President of the Corporation with respect to corporate financial and accounting
policy, compliance with contractual restrictions affecting the Corporation's
finances, negotiations with the Corporation's lenders and prospective lenders
and investors and such general financial and accounting matters as may be
requested by the Chairman or President.  When requested by the Chairman or the
Board of Directors, the CFO shall report to the Board of Directors on financial
and accounting matters.  The Treasurer and Controller shall report to the CFO.
The Treasurer shall have direct responsibility for handling of the monies and
securities of the Corporation, and the Controller shall be directly responsible
for corporate accounting; provided, however, that the Board of Directors may, in
its discretion from time to time, specify additional duties for the Treasurer or
Controller or, in the absence of such specification by the Board of Directors,
the Chairman, President or CFO may assign additional duties.  In the absence of
a Treasurer or Controller, the Board shall designate the

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CFO as interim Treasurer or Controller or shall so designate another individual
or individuals. (Amended November 4, 1999).

SECTION 8.  SECRETARY

     The Secretary shall issue all authorized notices for, and shall keep
minutes of, all meetings of the stockholders and the Board of Directors.  He
shall have charge of the corporate books.

SECTION 9.  DELEGATION OF AUTHORITY

     The Board of Directors may from time to time delegate the powers or duties
of any officer to any other officer or agents, notwithstanding any provision
hereof.

SECTION 10. REMOVAL

     Any officer of the Corporation may be removed at any time, with or without
cause, by the Board of Directors.

SECTION 11. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS AND
ENTITIES

     Unless otherwise directed by the Board of Directors, the Chairman of the
Board, or any other officer of the Corporation authorized by the Chairman of the
Board, shall have power to vote and otherwise act on behalf of the Corporation,
in person or by proxy, at any meeting of stockholders of or with respect to any
action of stockholders of any other corporation or entity in which this
Corporation may hold securities and otherwise to exercise any and all rights and
powers which this Corporation may possess by reason of its ownership of
securities in such other corporation or entity.


                          ARTICLE V - INDEMNIFICATION

SECTION 1.  RIGHT TO INDEMNIFICATION

     Each person who was or is made a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative ("Proceeding"), by reason of the fact that he,
or a person of whom he is the legal representative, is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation or
of a partnership, trust or other enterprise, including service with respect to
an employee benefit plan, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent permitted
by the Delaware General Corporation Law, as the same exists or hereafter may be
amended (but, in the case of any amendment, only to

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the extent that such amendment permits the Corporation to provide broader
indemnification rights than said Law permitted the Corporation to provide prior
to such amendment) against all expenses, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith.  Such right shall include the right to be paid by the
Corporation expenses incurred in defending any such Proceeding in advance of its
final disposition; provided, however, that the payment of such expenses incurred
by a director or officer in his capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of such Proceeding, shall be
made only upon delivery to the Corporation of an undertaking, by or on behalf of
such director or officer, to repay all amounts so advanced if it should be
determined ultimately that such director or officer is not entitled to be
indemnified under this section or otherwise.

SECTION 2.  RIGHT OF CLAIMANT TO BRING SUIT

     If a claim under Section 1 of this Article V is not paid in full by the
Corporation within 90 days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim.  It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending a
Proceeding in advance of its final disposition where the required undertaking
has been tendered to the Corporation) that the claimant has not met the standard
of conduct which makes it permissible under the Delaware General Corporation Law
for the Corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the Corporation.  Neither the failure
of the Corporation (including its Board of Directors, independent legal counsel
or its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

SECTION 3.  NON-EXCLUSIVITY OF RIGHTS

     The rights conferred on a person by Sections 1 and 2 of this Article V
shall not be exclusive of any other right which such person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Laws, agreement, vote of stockholders or disinterested
directors or otherwise.

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SECTION 4.  INSURANCE

     The Corporation may maintain insurance, at its expense, to protect itself
and any such director, officer, employee or agent of the Corporation or another
corporation, partnership, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the Delaware
General Corporation Law.

SECTION 5.  COOPERATION BY INDEMNITEE

     Subject to, and not in nullification of, any right of indemnification
conferred by Section 145(c) of the Delaware General Corporation law, as amended,
or any successor provision in the Delaware statutes, the right of
indemnification granted by this Article V to any person ("indemnitee") is
governed by the following provisions:  The Corporation is entitled to the
cooperation and assistance of the indemnitee in obtaining or directing payments
by an insurer or insurers (collectively, "Insurer") issuing a directors' and
officers' liability insurance policy (i) from which the Company is seeking total
or partial recovery for indemnification payments which the Corporation has made
to or on behalf of the indemnitee, or (ii) from which the indemnitee or others
on behalf of the indemnitee are receiving indemnification payments.  Without
limiting the generality of the preceding sentence, the ways in which the
indemnitee shall assist the Corporation shall include the following:

          After all indemnifiable losses of the indemnitee with respect to any
          particular Proceeding against the indemnitee shall have been paid, the
          indemnitee, at the request of the Corporation, shall execute and
          deliver to the Corporation a written confirmation of that fact.

          At the Corporation's request, the indemnitee shall execute,
          acknowledge before a Notary Public, and deliver to the Corporation a
          Power of Attorney specifically authorizing each of certain designated
          officers of the Corporation as attorneys-in-fact for indemnitee to
          execute, acknowledge and deliver indemnitee's written release to the
          Insurer with respect to the losses arising from a particular
          Proceeding for which indemnitee has been fully indemnified; and, if
          requested by the Corporation, indemnitee shall execute, acknowledge
          before a Notary Public, and deliver to the Insurer indemnitee's
          written release with respect to the losses arising from a particular
          Proceeding for which indemnitee has been fully indemnified.

     If the indemnitee were to revoke the Power of Attorney or refuse to provide
the Corporation with the written confirmation to which it is entitled under the
provisions of this Section 5, the Corporation shall have no further
indemnification obligations hereunder with respect to any then-pending or future
Proceeding.  In any event, indemnitee is deemed to have released the Corporation
from liability to indemnitee hereunder with respect to any specific claim for
which indemnitee has been fully indemnified hereunder, regardless whether
indemnitee executes a separate release.

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                               ARTICLE VI - STOCK

SECTION 1.  CERTIFICATES OF STOCK

     Each stockholder shall be entitled to a certificate signed by, or in the
name of the Corporation by, the Chairman of the Board, the President or a vice-
president, and by the Secretary or an assistant secretary, or the Treasurer or
an assistant treasurer, certifying the number of shares owned by him.  Any of or
all the signatures on the certificate may be facsimile.

SECTION 2.  TRANSFERS OF STOCK

     Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation.  Except where a
certificate is issued in accordance with Section 4 of Article VI of these By-
Laws, an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.

SECTION 3.  RECORD DATE

     The Board of Directors may fix a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time for the other
action hereinafter described, as of which there shall be determined the
stockholders who are entitled:  to notice of or to vote at any meeting of
stockholders or any adjournment thereof; to express consent to corporate action
in writing without a meeting; to receive payment of any dividend or other
distribution or allotment of any rights; or to exercise any rights with respect
to any change, conversion or exchange of stock or with respect to any other
lawful action.

SECTION 4.  LOST, STOLEN OR DESTROYED CERTIFICATES

     In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds or indemnity.


                             ARTICLE VII - NOTICES

SECTION 1.  NOTICES

     Whenever notice is required to be given to any stockholder, director,
officer or agent, such requirement shall not be construed to mean personal
notice.  Such notice may in every instance be

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effectively given by depositing a writing in a post office or letter box, in a
postpaid, sealed wrapper, or by dispatching a prepaid telegram, addressed to
such stockholder, director, officer or agent at his or her address as the same
appears on the books of the Corporation. The time when such notice is dispatched
shall be the time of the giving of the notice, provided that where any provision
of these By-Laws or the Certificate of Incorporation prescribes a manner in
which notices must be given, there shall have been compliance with such
provision.

SECTION 2.  WAIVERS

     A written waiver of any notice, signed by a stockholder, director, officer
or agent, whether before or after the time of the event for which notice is to
be given, shall be deemed equivalent to the notice required to be given to such
stockholder, director, officer or agent.  Neither the business nor the purpose
of any meeting need be specified in such a waiver.


                     ARTICLE VIII - SPECIAL REIT PROVISIONS

SECTION 1.  DEFINITIONS

     The following definitions of terms apply to the provisions contained in
this Article VIII:

     (1)  "Advisor" means the person(s) or entity responsible for directing or
          performing the day-to-day business affairs of the Company, including a
          person or entity to which an Advisor subcontracts substantially all
          such functions.  To the extent the provisions of this Article VIII are
          germane, they shall apply to an independent contractor the Company has
          engaged to manage the Company's properties.

     (2)  "Affiliate" means (i) any person directly or indirectly controlling,
          controlled by or under common control with another person, (ii) any
          person owning or controlling 10% or more of the outstanding voting
          securities or beneficial interests of such other person, (iii) any
          officer, director or trustee of, or general partner in, of such
          person,  and (iv) if such other person is an officer, director or
          trustee of, or general partner in, another entity, then the entity for
          which that person acts in any such capacity.

     (3)  "Competitive Real Estate Commission" means that real estate or
          brokerage commission paid for the purchase or sale of a property which
          is reasonable, customary and competitive in light of the size, type
          and location of such property.

     (4)  "Unaffiliated Director(s) means the Directors of the Company who are
          not affiliated, directly or indirectly, with an Advisor of the
          Company, whether by ownership of, ownership interest in, employment
          by, any material business or professional relationship with, or
          service as an officer or director of, such Advisor or an affiliated
          business entity of such Advisor.  Unaffiliated Directors shall also
          mean those

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          Directors who perform no other services for the Company, except as
          Director(s). An indirect relationship shall include circumstances in
          which a member of the immediate family of a Director (which shall
          include such person's spouse, parents, children, siblings, mothers and
          fathers-in-law, sons and daughters-in-law and brothers and sisters-in-
          law) has one of the foregoing relationships with an Advisor of the
          Company or the Company.

     (5)  "REIT" is a corporation, trust or association (other than a real
          estate syndication) which is engaged primarily in investing in equity
          interests in real estate (including fee ownership and leasehold
          interests) or in loans secured by real estate or both.

SECTION 2.  CONFLICTS OF INTEREST

     (1)  The company shall not purchase property from an Advisor, a Director or
Affiliate thereof, unless a majority of directors (including a majority of
Unaffiliated Directors) not otherwise interested in such transaction approve the
transaction as being fair and reasonable to the Company and at a price to the
Company no greater than the cost of the asset to such Advisor, Director or
Affiliate thereof, or, if the price to the Company is in excess of such cost,
that substantial justification for such excess exists and such excess is not
unreasonable. In no event shall the cost of such asset to the Company exceed its
current appraised value.

     (2) The Company shall not sell property to an Advisor, a Director or
Affiliates thereof, unless a majority of Directors (including a majority of
Unaffiliated Directors) not otherwise interested in such transaction approve the
transaction as being fair and reasonable to the Company. In no event shall the
price of an interest in real property to be sold by the Company to the Advisor,
a Director or any Affiliate thereof be less than its current appraised value.

     (3) The Company may not make loans to or borrow money from an Advisor, a
Director or Affiliate thereof, unless a majority of Directors (including a
majority of Unaffiliated Directors) not otherwise interested in such transaction
approve the transaction as being fair, competitive, and commercially reasonable
and no less favorable to the Company than loans between unaffiliated lenders and
borrowers under the same circumstances.

     (4)  The Company shall not invest in any joint venture with an Advisor, a
Director or Affiliates thereof, unless a majority of Directors (including a
majority of Unaffiliated Directors) not otherwise interested in such transaction
approve the transaction as being fair and reasonable to the Company and the
participation of the Company is on substantially the same terms and conditions
as that of the other joint venturers.

     (5)  All other transactions between the Company and an Advisor, a Director
or Affiliates thereof shall require approval by a majority of the Directors
(including a majority of Unaffiliated Directors) not otherwise interested in
such transactions as being fair and reasonable to the Company and on terms and
conditions not less favorable to the Company than those available from
unaffiliated third parties.

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SECTION 3.  ANNUAL REPORTS

     (1)  The Company shall prepare an annual report concerning its operations
for each fiscal year containing financial statements prepared in accordance with
generally accepted accounting principles which are audited and reported on by
independent certified public accountants.

     (2)  Annual reports shall be mailed or delivered to each stockholder of the
Company as of a record date after the end of such fiscal year within 120 days
after the end of the fiscal year to which it relates.

SECTION 4.  ADVISORY CONTRACT

     It shall be the duty of the Directors to evaluate the performance of the
Advisor before entering into or renewing an Advisory Contract.  The criteria
used in such evaluation shall be reflected in the minutes of such meeting.  Each
contract for the services of an Advisor entered into by the Company shall have a
term of no more than one year.

SECTION 5.  ADVISOR COMPENSATION

     The Unaffiliated Directors shall determine from time to time and at least
annually that the compensation which the Company contracts to pay to the Advisor
is reasonable in relation to the nature and quality of services performed.  The
Unaffiliated Directors shall also supervise the performance of the Advisor and
the compensation paid to it by the Company to determine that the provisions of
such contract are being carried out.  Each such determination shall be based on
the factors set forth below and all other factors such Unaffiliated Directors
may deem relevant, and the finding of such Directors on each of such factors
shall be recorded in the minutes of the Directors:

     (1)  The size of the advisory fee in relation to the size, composition and
          profitability of the portfolio of the Company;

     (2)  The rates charged to other REIT's and to investors other than REITs by
          advisors performing similar services;

     (3)  Additional revenues realized by the Advisor and its Affiliates through
          their relationship with the Company, including loan administration,
          underwriting or broker commissions, servicing, engineering, inspection
          and other fees, whether paid by the Company or others with whom the
          Company does business;

     (4)  The quality and extent of service and advice furnished by the Advisor;
          and

     (5)  The performance of the investment portfolio of the Company, including
          income,

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          conservation or appreciation of capital, frequency of problem
          investments and competence in dealing with distress situations.

SECTION 6.  REAL ESTATE BROKERAGE COMMISSIONS ON RESALE OF PROPERTY

     If an Advisor, Director or Affiliate provides a substantial amount of the
services in the effort to sell any property of the Company, then such person may
receive up to one-half of the brokerage commission paid, but in no event in
excess of an amount equal to three (3%) percent of the contracted-for sales
price.  In addition, the amount paid when added to the sums paid to unaffiliated
parties in such a capacity shall not exceed the lesser of the Competitive Real
Estate Commission or an amount equal to six (6%) percent of the contracted-for
sales price.

SECTION 7.  DISTRIBUTION REINVESTMENT PLANS

     All Distribution Reinvestment Plans adopted by the Company shall, at a
minimum, provide for the following:

     (1)  All material information regarding the distribution to the
          stockholders and the effect of reinvesting such distribution,
          including the tax consequences thereof, shall be provided to the
          stockholders at least annually, and

     (2)  Each stockholder participating in the plan shall have a reasonable
          opportunity to withdraw from the plan at least annually after receipt
          of the information required in subparagraph (1) above.


                           ARTICLE IX - MISCELLANEOUS

ARTICLE 1.  FACSIMILE SIGNATURES

     In addition to the provisions for the use of facsimile signatures elsewhere
specifically authorized in these by-Laws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.

SECTION 2.  CORPORATE SEAL

     The Board of Directors may provide a suitable seal, containing the name of
the Corporation, which seal shall be in the charge of the Secretary.  If, and
when so directed by the Board of Directors or a committee thereof, duplicates of
the seal may be kept and used by the Treasurer or by the assistant secretary or
assistant treasurer.

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SECTION 3.  RELIANCE UPON BOOKS, REPORTS AND RECORDS

     Each Director, each member of any committee designated by the Board of
Directors and each officer of the Corporation shall, in the performance of his
duties, be fully protected in relying in good faith upon the books of account or
other records of the Corporation, including reports made to the Corporation by
any of its officers, by an independent certified public accountant or by an
appraiser selected with reasonable care.

SECTION 4.  FISCAL YEAR

     The fiscal year of the Corporation shall be as fixed by the Board of
Directors.

SECTION 5.  TIME PERIODS

     In applying any provision of these By-Laws which require that an act be
done or not done a specified number of days prior to an event or that an act be
done during a period of a specified number of days prior to an event, calendar
days shall be used, the day of the doing of the act shall be excluded and the
day of the event shall be included.


                             ARTICLE X - AMENDMENTS

SECTION 1.  AMENDMENTS

     These By-Laws may be amended or repealed by the Board of Directors or by
the stockholders at any meeting, so long as any amendment is not inconsistent
with the Certificate of Incorporation.



(June 27, 2000)

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