Exhibit 3.1

                              ARTICLES OF AMENDMENT
                                       AND
                    RESTATEMENT OF ARTICLES OF INCORPORATION
                                       OF
                            CHELSEA GCA REALTY, INC.

                             ----------------------

          Chelsea GCA Realty, Inc., a Maryland corporation, having its principal
office in Maryland in Baltimore, Maryland, and having The Corporation Trust,
Incorporated, a Maryland corporation, as its resident agent located at 32 South
Street, Baltimore, Maryland, hereby certifies to the State Department of
Assessment and Taxation of Maryland, that:

          FIRST: The Articles of Incorporation of the Corporation, filed with
the State Department of Assessment and Taxation of Maryland on August 24, 1993,
are hereby amended and restated in full as follows:

                                    ARTICLE I

                                      NAME

          The name of the Corporation shall be Chelsea GCA Realty, Inc. (the
"Corporation").

                                   ARTICLE II

                  PRINCIPAL OFFICE, REGISTERED OFFICE AND AGENT

          The address of the Corporation's principal office in Maryland is c/o
The Corporation Trust, Incorporated, 32 South Street, Baltimore, Maryland 21202.
The address of the Corporation's principal office and registered office in the
State of Maryland is 32 South Street, Baltimore, Maryland 21202. The name of its
registered agent at that office is The Corporation Trust, Incorporated, a
Maryland corporation.

                                   ARTICLE III

                                    PURPOSES

          The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Maryland as now or hereafter in force.

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                                   ARTICLE IV

                                  CAPITAL STOCK

          A. The total number of shares of all classes of capital stock that the
Corporation shall have authority to issue is 70 million shares, consisting of 50
million shares of Common Stock with a par value of $.01 per share (the "Common
Stock"), amounting in the aggregate to par value of $500,000, 15 million Excess
Shares with a par value of $.01 per share (the "Excess Shares"), amounting in
the aggregate to par value of $150,000, and 5 million shares of Preferred Stock
with a par value of $.01 per share (the "Preferred Stock"), amounting in the
aggregate to par value of $50,000.

      B.  COMMON STOCK

          1. DIVIDEND RIGHTS. Subject to the preferential dividend rights of the
Preferred Stock, if any, as may be determined by the Board of Directors of the
Corporation pursuant to paragraph D of this Article IV, the holders of shares of
the Common Stock shall be entitled to receive such dividends as may be declared
by the Board of Directors of the Corporation. Upon the declaration of dividends
hereunder, the holders of Common Stock shall be entitled to share in all such
dividends, pro rata, in accordance with the relative number of shares of Common
Stock held by each such stockholder.

          2. RIGHTS UPON LIQUIDATION. Subject to the preferential rights of the
Preferred Stock, if any, as may be determined by the Board of Directors of the
Corporation pursuant to paragraph D of this Article IV, in the event of any
voluntary or involuntary liquidation, dissolution or winding up of, or any
distribution of the assets of, the Corporation, each holder of shares of the
Common Stock shall be entitled to receive, ratably with each other holder of
Common Equity Stock (as defined below), that portion of the assets of the
Corporation available for distribution to its stockholders as the number of
shares of the Common Stock held by such holder bears to the total number of
shares of Common Equity Stock then outstanding.

          3. VOTING RIGHTS. Each holder of shares of the Common Stock shall be
entitled to vote on all matters (on which a holder of Common Stock shall be
entitled to vote), and shall be entitled to one vote for each share of the
Common Stock held by such holder.

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         4. RESTRICTIONS ON OWNERSHIP AND TRANSFER TO PRESERVE TAX BENEFIT;
            EXCHANGE FOR EXCESS SHARES.

          (a) DEFINITIONS

For the purposes of this Article IV, the following terms shall have the
following meanings:

                  "Beneficial Ownership" shall mean ownership of Common Stock or
         Excess Shares by a Person who would be treated as an owner of such
         shares of Common Stock or Excess Shares either directly or
         constructively through the application of Section 544 of the Code, as
         modified by Section 856(h)(l)(B) of the Code. The terms "Beneficial
         Owner," "Beneficially Owns" and "Beneficially Owned" shall have the
         correlative meanings.

                  "Beneficiary" shall mean the beneficiary of the Trust as
         determined pursuant to subparagraph C(6) of this Article IV.

                  "Code" shall mean the Internal Revenue Code of 1986, as
         amended from time to time.

                  "Common Equity Stock" shall mean stock that is either Common
         Stock or Excess Shares.

                  "Constructive Ownership" shall mean ownership of Common Stock
         or Excess Shares by a Person who would be treated as an owner of such
         shares of Common Stock or Excess Shares either directly or
         constructively through the application of Section 318 of the Code, as
         modified by Section 856(d)(5) of the Code. The terms "Constructive
         Owner," "Constructively Owns" and "Constructively Owned" shall have the
         correlative meanings.

                  "Existing Holder" shall mean (i) Charles E. Bloom, David C.
         Bloom and William D. Bloom and (ii) any Person (other than another
         Existing Holder) to whom an Existing Holder transfers Beneficial
         Ownership of Common Equity Stock causing such transferee to
         Beneficially Own Common Equity Stock in excess of the Ownership Limit.

                  "Existing Holder Limit" (i) for any Existing Holder who is an
         Existing Holder by virtue of clause (i) of the definition thereof,
         shall mean, initially, the percentage of Common Stock Beneficially
         Owned by such Person immediately after the Initial Public Offering, and
         after any adjustment pursuant to subparagraph B(4)(i) of this Article
         IV, shall mean such percentage of the outstanding Common Equity Stock
         as so adjusted; and (ii) for any Existing Holder who becomes an
         Existing Holder by virtue of clause (ii) of the definition thereof,
         shall mean, initially, the percentage of the outstanding Common Equity
         Stock Beneficially Owned by such Existing Holder at the time that such
         Existing Holder becomes an Existing Holder, and after any adjustment
         pursuant to subparagraph B(4)(i) of this Article IV, shall mean such
         percentage of the outstanding Common Equity Stock as so adjusted;
         provided, however, that the Existing Holding Limits for all Existing
         Holders when combined shall not exceed 21% of the Corporation's Common
         Stock. For purposes of determining the Existing Holder Limit, the
         amount of Common Stock outstanding at the time of the determination
         shall be deemed to include the maximum number of shares that Existing
         Holders may beneficially own with respect to options and rights to
         convert Units into Common Stock pursuant to Section 8.6 of the
         Partnership Agreement and shall not include shares that may be
         Beneficially Owned solely by other persons upon exercise of options or
         rights to convert into Common Stock. From the date of the Initial
         Public Offering and prior to the Restriction Termination Date, the
         Secretary of the Corporation shall maintain and, upon request, make
         available to each Existing Holder, a schedule which sets forth the then
         current Existing Holder Limits for each Existing Holder.

                  "Initial Public Offering" shall mean the sale of shares of
         Common Stock in an underwritten public offering pursuant to the
         Corporation's first effective registration statement for such Common
         Stock filed under the Securities Act of 1933, as amended.

                  "IRS" shall mean the United States Internal Revenue
         Service.

                  "IRS Ruling" shall mean a ruling by the IRS, in form and
         substance satisfactory to the Board of Directors in their sole
         discretion, evidenced by a resolution passed by the Board of Directors
         and filed with the Secretary of the Corporation, that the issuance by
         the Corporation of Excess Shares and the immediate conversion of such
         Excess Shares into Common Stock will not cause the Corporation to fail
         to satisfy the organizational and operational requirements that must be
         met to qualify for treatment as a REIT.

                  "Market Price" shall mean the last reported sales price
         reported on the New York Stock Exchange of Common Stock on the trading
         day immediately preceding the relevant date, or if the Common Stock is
         not then traded on the New York Stock Exchange, the last reported sales
         price of the Common Stock on the trading day immediately preceding the
         relevant date as reported on any exchange or quotation system over
         which the Common Stock may be traded, or if the Common Stock is not
         then traded over any exchange or quotation system, then the market
         price of the Common Stock on the relevant date as determined in good
         faith by the Board of Directors of the Corporation.

                  "Ownership Limit" shall initially mean 7% of the outstanding
         Common Equity Stock of the Corporation, and after any adjustment as set
         forth in subparagraph B(4)(i) of this Article IV, shall mean such
         greater percentage.

                  "Partner" shall mean any Person owning Units.

                  "Partnership" shall mean Chelsea GCA Realty Partnership, L.P.,
         a Delaware limited partnership.

                  "Partnership Agreement" shall mean the Agreement of Limited
         Partnership of the Partnership, of which the Corporation is the sole
         general partner, as such agreement may be amended from time to time.

                  "Person" shall mean an individual, corporation, partnership,
         estate, trust, a portion of a trust permanently set aside for or to be
         used exclusively for the purposes described in Section 642(c) of the
         Code, association, private foundation within the meaning of Section
         509(a) of the Code, joint stock company or other entity and also
         includes a group as that term is used for purposes of Section 13(d)(3)
         of the Securities Exchange Act of 1934, as amended; but does not
         include (i) Warburg, Pincus Capital Company, L.P., and WP/Chelsea Inc.,
         and (ii) an underwriter which participates in a public offering of the
         Common Stock provided that the ownership of Common Stock by such
         underwriter would not result in the Corporation failing to qualify as a
         REIT.

                  "Purported Beneficial Transferee" shall mean, with respect to
         any purported Transfer which results in Excess Shares, the purported
         beneficial transferee or owner for whom the Purported Record Transferee
         would have acquired or owned shares of Common Stock, if such Transfer
         had been valid under subparagraph B(4)(b) of this Article IV.

                  "Purported Record Transferee" shall mean, with respect to any
         purported Transfer which results in Excess Shares, the record holder of
         the Common Equity Stock if such Transfer had been valid under
         subparagraph B(4)(b) of this Article IV.

                  "REIT" shall mean a Real Estate Investment Trust under Section
         856 of the Code.

                  "Restriction Termination Date" shall mean the first day after
         the date of the Initial Public Offering on which the Board of Directors
         of the Corporation determines that it is no longer in the best
         interests of the Corporation to attempt to, or continue to, qualify as
         a REIT.

                  "Transfer" shall mean any sale, transfer, gift, assignment,
         devise or other disposition of Common Equity Stock (including (i) the
         granting of any option or entering into any agreement for the sale,
         transfer or other disposition of Common Equity Stock or (ii) the sale,
         transfer, assignment or other disposition of any securities or rights
         convertible into or exchangeable for Common Equity Stock), whether
         voluntary or involuntary, whether of record or beneficially or
         Beneficially or Constructively (including but not limited to transfers
         of interests in other entities which result in changes in Beneficial or
         Constructive Ownership of Common Equity Stock), and whether by
         operation of law or otherwise.

                  "Trust" shall mean the trust created pursuant to subparagraph
         C(1) of this Article IV.

                  "Trustee" shall mean the Corporation as trustee for the Trust,
         and any successor trustee appointed by the Corporation.

                  "Units" shall mean the units into which partnership interests
         of the Partnership are divided, and as the same may be adjusted, as
         provided in the Partnership Agreement.

                  "Warburg, Pincus Capital Company, L.P." shall mean
         Warburg, Pincus Capital Company, L.P., a Delaware limited
         partnership.

                  "WP/Chelsea Inc." shall mean WP Chelsea Inc., a New York
         corporation.

                  (b)   RESTRICTION ON OWNERSHIP AND TRANSFERS.
                      (i) Except as provided in subparagraph B(4)(k) of
         this Article IV, from the date of the Initial Public Offering and prior
         to the Restriction Termination Date, no Person (other than an Existing
         Holder) shall Beneficially Own shares of Common Stock in excess of the
         Ownership Limit, and no Existing Holder shall Beneficially Own shares
         of Common Stock in excess of the Existing Holder Limit for such
         Existing Holder.

                      (ii) Except as provided in subparagraph B(4)(k) of this
         Article IV, from the date of the Initial Public Offering and prior to
         the Restriction Termination Date, any Transfer (whether or not such
         Transfer is the result of a transaction entered into through the
         facilities of the New York Stock Exchange ("NYSE")), that, if
         effective, would result in any Person (other than an Existing Holder)
         Beneficially Owning Common Stock in excess of the Ownership Limit shall
         be void AB INITIO as to the Transfer of such shares of Common Stock
         which would be otherwise Beneficially Owned by such Person in excess of
         the Ownership Limit; and the intended transferee shall acquire no
         rights in such shares of Common Stock.

                     (iii) Except as provided in subparagraph B(4)(k) of this
         Article IV, from the date of the Initial Public Offering and prior to
         the Restriction Termination Date, any Transfer (whether or not such
         Transfer is the result of a transaction entered into through the
         facilities of the NYSE) that, if effective, would result in any
         Existing Holder Beneficially Owning Common Stock in excess of the
         applicable Existing Holder Limit shall be void AB INITIO as to the
         Transfer of such shares of Common Stock which would be otherwise
         Beneficially Owned by such Existing Holder in excess of the applicable
         Existing Holder Limit; and such Existing Holder shall acquire no rights
         in such shares of Common Stock.


                           (iv) Except as provided in subparagraph B(4)(k) of
         this Article IV, from the date of the Initial Public Offering and prior
         to the Restriction Termination Date, any Transfer (whether or not such
         Transfer is the result of a transaction entered into through the
         facilities of the NYSE) that, if effective, would result in the Common
         Stock being beneficially owned by less than 100 Persons (determined
         without reference to any rules of attribution) shall be void AB INITIO
         as to the Transfer of such shares of Common Stock which would be
         otherwise beneficially owned by the transferee; and the intended
         transferee shall acquire no rights in such shares of Common Stock.

                      (v) Notwithstanding any other provisions contained in this
         Article IV, from the date of the Initial Public Offering and prior to
         the Restriction Termination Date, any Transfer (whether or nor such
         transfer is the result of a transaction entered into through the
         facilities of the NYSE) or other event that, if effective, would result
         in the Corporation being "closely held" within the meaning of Section
         856(h) of the Code, or would otherwise result in the Corporation
         failing to qualify as a REIT (including, but not limited to, a Transfer
         or other event that would result in the Corporation owning (directly or
         Constructively) an interest in a tenant that is described in Section
         856(d)(2)(B) of the Code if the income derived by the Corporation from
         such tenant would cause the Corporation to fail to satisfy any of the
         gross income requirements of Section 856(c) of the Code), shall be void
         AB INITIO as to the Transfer of the shares of Common Stock which would
         cause the Corporation to be "closely held" within the meaning of
         Section 856(h) of the Code or would otherwise result in the Corporation
         failing to qualify as a REIT; and the intended transferee or owner or
         Constructive or Beneficial Owner shall acquire or retain no rights in
         such shares of Common Stock.

          (c) EXCHANGE FOR EXCESS SHARES. This subparagraph (B)(4)(c) shall take
effect only upon the occurrence of the IRS Ruling. If, notwithstanding the other
provisions contained in this Article IV, at any time after the date of the
Initial Public Offering and prior to the Restriction Termination Date, there is
a purported Transfer (whether or not such Transfer is the result of a
transaction entered into through the facilities of the NYSE), change in the
capital structure of the Corporation, or other event such that one or more of
the restrictions on ownership and transfers described in subparagraph B(4)(b)
above, has been violated then the shares of Common Stock being Transferred (or
in the case of an event other than a Transfer, the shares owned or
Constructively Owned or Beneficially Owned) which would cause one or more of the
restrictions on ownership or transfer to be violated (rounded up to the nearest
whole share) shall be automatically converted into an equal number of Excess
Shares in lieu of any other action to be taken with respect to such shares in
accordance with subparagraph B(4)(b) above (without limitation of any action
taken in accordance with subparagraph B(4)(d) below). Such conversion shall be
effective as of the close of business on the business day prior to the date of
the Transfer.

          (d) REMEDIES FOR BREACH. If the Board of Directors or its designees
shall at any time determine in good faith that a Transfer or other event has
taken place in violation of subparagraph B(4)(b) of this Article IV or that a
Person intends to acquire or has attempted to acquire beneficial ownership
(determined without reference to any rules of attribution), Beneficial Ownership
or Constructive Ownership of any shares of the Corporation in violation of
subparagraph B(4)(b) of this Article IV, the Board of Directors or its designees
shall take such action as it deems advisable to refuse to give effect or to
prevent such Transfer, including, but not limited to, refusing to give effect to
such Transfer on the books of the Corporation or instituting proceedings to
enjoin such Transfer; provided, however, that any Transfers (or, if the IRS
ruling has not occurred, attempted Transfers (or, in the case of events other
than a Transfer, ownership or Constructive Ownership or Beneficial Ownership))
in violation of subparagraph B(4)(b) of this Article IV (1) if the IRS Ruling
has not yet occurred, shall be void AB INITIO, or (2) if the IRS Ruling has
occurred, shall automatically result in the conversion described in subparagraph
B(4)(c), irrespective of any action (or non-action) by the Board of Directors.

          (e) NOTICE OF RESTRICTED TRANSFER. Any Person who acquires or attempts
to acquire shares in violation of subparagraph B(4)(b) of this Article IV, or
any Person who is a transferee such that Excess Shares result under subparagraph
B(4)(c) of this Article IV, shall immediately give written notice to the
Corporation of such event and shall provide to the Corporation such other
information as the Corporation may request in order to determine the effect, if
any, of such Transfer or attempted Transfer on the Corporation's status as a
REIT.

          (f) OWNERS REQUIRED TO PROVIDE INFORMATION. From the date of the
Initial Public Offering and prior to the Restriction Termination Date each
Person who is a beneficial owner or Beneficial Owner or Constructive Owner of
Common Stock and each Person (including the stockholder of record) who is
holding Common Stock for a Beneficial Owner or Constructive Owner shall provide
to the Corporation such information that the Corporation may request, in good
faith, in order to determine the Corporation's status as a REIT.

          (g) REMEDIES NOT LIMITED. Nothing contained in this Article IV shall
limit the authority of the Board of Directors to take such other action as it
deems necessary or advisable to protect the Corporation and the interests of its
stockholders by preservation of the Corporation's status as a REIT.

          (h) AMBIGUITY. In the case of an ambiguity in the application of any
of the provisions of subparagraph B(4) of this Article IV, including any
definition contained in subparagraph B(4)(a), the Board of Directors shall have
the power to determine the application of the provisions of this subparagraph
B(4) with respect to any situation based on the facts known to it.

          (i) MODIFICATION OF OWNERSHIP LIMIT OR EXISTING HOLDER LIMIT. Subject
to the limitations provided in subparagraph B(4)(j), the Board of Directors may
from time to time increase the Ownership Limit or the Existing Holder Limit and
shall file Articles Supplementary with the State Department of Assessment and
Taxation of Maryland to evidence such increase.

          (j) LIMITATIONS ON MODIFICATIONS.

                           (i) From the date of the Initial Public Offering and
         prior to the Restriction Termination Date, neither the Ownership Limit
         nor any Existing Holder Limit may be increased (nor may any additional
         Existing Holder Limit be created) if, after giving effect to such
         increase (or creation), five Persons who are Beneficial Owners of
         Common Stock (including all of the then Existing Holders) could (taking
         into account the Ownership Limit and the Existing Holder Limit)
         Beneficially Own, in the aggregate, more than 49% of the outstanding
         Common Equity Stock.

                      (ii) Prior to the modification of any Existing Holder
         Limit or Ownership Limit pursuant to subparagraph B(4)(i) of this
         Article IV, the Board of Directors of the Corporation may require such
         opinions of counsel, affidavits, undertakings or agreements as it may
         deem necessary or advisable in order to determine or ensure the
         Corporation's status as a REIT.

                     (iii) No Existing Holder Limit shall be reduced to a
         percentage which is less than the Ownership Limit.

                      (iv) The Ownership Limit may not be increased to a
         percentage which is greater than 9.9%.

          (k) EXCEPTIONS.

                     (i) The Board of Directors, in its sole discretion, may
         exempt a Person from the Ownership Limit or the Existing Holder Limit,
         as the case may be, if such Person is not an individual for purposes of
         Section 542(a)(2) of the Code and the Board of Directors obtains such
         representations and undertakings from such Person as are reasonably
         necessary to ascertain that no individual's Beneficial Ownership of
         such shares of Common Stock will violate the Ownership Limit or the
         applicable Existing Holder Limit, as the case may be, and agrees that
         if the IRS Ruling has been obtained any violation of such
         representations or undertaking (or other action which is contrary to
         the restrictions contained in this subparagraph B(4) of this Article
         IV) or attempted violation will result in such shares of Common Stock
         being exchanged for Excess Shares in accordance with subparagraph B(4)
         (c) of this Article IV.

                     (ii) Prior to granting any exception pursuant to
         subparagraph B(4)(k)(i) of this Article IV, the Board of Directors may
         require a ruling from the IRS, or an opinion of counsel, in either case
         in form and substance satisfactory to the Board of Directors in it sole
         discretion, as it may deem necessary or advisable in order to determine
         or ensure the Corporation's status as a REIT.

          5. LEGEND. Each certificate for shares of Common Stock shall bear
legends substantially to the effect of the following:

          "The Corporation is authorized to issue three classes of capital stock
which are designated as Common Stock, Excess Shares and Preferred Stock. The
Board of Directors is authorized to determine the preferences, limitations and
relative rights of the Preferred Stock before the issuance of any Preferred
Stock. The Corporation will furnish, without charge, to any stockholder making a
written request therefor, a copy of the Corporation's charter and a written
statement of the designations, relative rights, preferences and limitations
applicable to each such class of stock. Requests for the Corporation's charter
and such written statement may be directed to Chelsea GCA Realty, Inc., 103
Eisenhower Parkway, Roseland, New Jersey 07068, Attention: Secretary.

          The shares of Common Stock represented by this certificate are subject
to restrictions on ownership and Transfer for the purpose of the Corporation's
maintenance of its status as a Real Estate Investment Trust under the Code. No
Person may Beneficially Own shares of Common Stock in excess of 7% (or such
greater percentage as may be determined by the Board of Directors of the
Corporation) of the outstanding Common Equity Stock of the Corporation (unless
such Person is an Existing Holder) with certain exceptions set forth in the
Corporation's charter. Any Person who attempts to Beneficially Own shares of
Common Stock in excess of the above limitations must immediately notify the
Corporation. All capitalized terms in this legend have the meanings defined in
the Corporation's charter. Transfers in violation of the restrictions described
above may be void AB INITIO.

          In addition, upon the occurrence of certain events, if the
restrictions on ownership are violated, the shares of Common Stock represented
hereby may be automatically exchanged for Excess Shares which will be held in
trust by the Corporation. The Corporation has an option to acquire Excess Shares
under certain circumstances. The Corporation will furnish to the holder hereof
upon request and without charge a complete written statement of the terms and
conditions of the Excess Shares. Requests for such statement may be directed to
Chelsea GCA Realty, Inc., 103 Eisenhower Parkway, Roseland, New Jersey 07068,
Attention: Secretary."

          6. SEVERABILITY. If any provision of this Article IV or any
application of any such provision is determined to be invalid by any Federal or
state court having jurisdiction over the issues, the validity of the remaining
provisions shall not be affected and other applications of such provisions shall
be affected only to the extent necessary to comply with the determination of
such court.

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     C.  EXCESS SHARES.

          1. OWNERSHIP IN TRUST. Upon any purported Transfer (whether or not
such Transfer is the result of a transaction entered into through the facilities
of the NYSE) that results in Excess Shares pursuant to subparagraph B(4)(c) of
this Article IV, such Excess Shares shall be deemed to have been transferred to
the Corporation, as Trustee of a Trust for the exclusive benefit of such
Beneficiary or Beneficiaries to whom an interest in such Excess Shares may later
be transferred pursuant to subparagraph C(6). Excess Shares so held in trust
shall be issued and outstanding stock of the Corporation. The Purported Record
Transferee shall have no rights in such Excess Shares except the right to
designate a transferee of such Excess Shares upon the terms specified in
subparagraph C(6) of this Article IV. The Purported Beneficial Transferee shall
have no rights in such Excess Shares except as provided in subparagraph C(6).

          2. SEPARATE CLASS. Excess Shares shall be a separate class of issued
and outstanding stock of the Corporation. The rights, privileges and other
attributes of Excess Shares shall be as provided in paragraphs C(3), C(4), C(5)
and C(6) of this Article IV.

          3. DIVIDEND RIGHTS. Excess Shares shall not be entitled to any
dividends. Any dividend or distribution paid prior to the discovery by the
Corporation that the shares of Common Stock have been converted into Excess
Shares shall be repaid to the Corporation upon demand and shall not be held for
the benefit of any Beneficiary of the Trust.

          4. RIGHTS UPON LIQUIDATION. Subject to the preferential rights of the
Preferred Stock, if any, as may be determined by the Board of Directors of the
Corporation pursuant to paragraph D of this Article IV, in the event of any
voluntary or involuntary liquidation, dissolution or winding up of, or any
distribution of the assets of the Corporation, each holder of Excess Shares
shall be entitled to receive, ratably with each other holder of Common Equity
Stock, that portion of the assets of the Corporation available for distribution
to its stockholders as the number of Excess Shares held by such holder bears to
the total number of shares of Common Equity Stock then outstanding. The
Corporation, as holder of the Excess Shares in trust, or if the Corporation
shall have been dissolved, any trustee appointed by the Corporation prior to its
dissolution, shall distribute ratably to the Beneficiaries of the Trust, when
determined (or if not determined, or only partially determined, ratably to the
other holders of Common Stock and Beneficiaries of the Trust who have been
determined), any such assets received in respect of the Excess Shares in any
liquidation, dissolution or winding up of, or any distribution of the assets of
the Corporation.

          5. VOTING RIGHTS. The holders of Excess Shares shall not be entitled
to vote on any matters (except as required by law); PROVIDED, HOWEVER, that no
corporate action authorized by the stockholders prior to the discovery that
shares of Common Stock have been converted into Excess Shares shall be void or
voidable as a result of the inclusion of the vote of holders of Excess Shares in
approving a corporate action or in determining the presence of a quorum.

          6. RESTRICTIONS ON TRANSFER; DESIGNATION OF BENEFICIARY.

          (a) Excess Shares shall not be transferable. The Purported Record
Transferee may freely designate a Beneficiary of an interest in the Trust
(representing the number of Excess Shares held by the Trust attributable to a
purported Transfer that resulted in the Excess Shares), if (i) Excess Shares
held in the Trust would not be Excess Shares in the hands of such Beneficiary
and (ii) the Purported Beneficial Transferee does not receive a price for
designating such Beneficiary that reflects a price per share for such Excess
Shares that exceeds (x) the price per share such Purported Beneficial Transferee
paid for the Common Stock in the purported Transfer that resulted in the Excess
Shares, or (y) if the Transfer or other event that resulted in the Excess Shares
was not a transaction in which the Purported Beneficial Transferee gave value
for such Excess Shares, a price per share equal to the Market Price on the date
of the purported Transfer or other event that resulted in the Excess Shares.
Upon such transfer of an interest in the Trust, the corresponding Excess Shares
in the Trust shall be automatically exchanged for an equal number of shares of
Common Stock and such shares of Common Stock shall be transferred of record to
the transferee of the interest in the Trust if such Common Stock would not be
Excess Shares in the hands of such transferee. Prior to any transfer of any
interest in the Trust, the Purported Record Transferee must give advance notice
to the Corporation of the intended transfer and the Corporation must have waived
in writing its purchase rights under subparagraph C(7) of this Article IV.

          (b) Notwithstanding the foregoing, if a Purported Beneficial
Transferee receives a price for designating a Beneficiary of an interest in the
Trust that exceeds the amounts allowable under subparagraph C(6)(a) of this
Article IV, such Purported Beneficial Transferee shall pay, or cause such
Beneficiary to pay, such excess to the Corporation and such payment shall be the
only remedy for breach of such requirement.

          7. PURCHASE RIGHT IN EXCESS SHARES. Excess Shares shall be deemed to
have been offered for sale to the Corporation, or its designee, at a price per
share equal to the lesser of (i) the price per share in the transaction that
created such Excess Shares (or, if the Transfer or other event that resulted in
the Excess Shares was not a transaction in which the Purported Beneficial
Transferee gave value for such Excess Shares, a price per share equal to the
Market Price on the date of the purported Transfer or other event that resulted
in the Excess Shares) and (ii) the Market Price on the date the Corporation, or
its designee, accepts such offer. The Corporation shall have the right to accept
such offer for a period of ninety days after the later of (i) the date of the
Transfer which resulted in such Excess Shares and (ii) the date the Board of
Directors determines in good faith that a Transfer resulted in Excess Shares has
occurred, if the Corporation does not receive a notice of such Transfer pursuant
to subparagraph B(4)(e) of this Article IV. The Corporation may appoint a
special trustee of the trust established under subparagraph C(1) for the purpose
of consummating the purchase of the Excess Shares by the Corporation and such
payment shall be the only remedy for breach of such requirement.

          D. PREFERRED STOCK. The Board of Directors of the Corporation, by
resolution, is hereby expressly vested with authority to provide for the
issuance of the shares of Preferred Stock in one or more classes or one or more
series, with such voting powers, full or limited, or no voting powers, and with
such designations, preferences and relative, participating, optional and other
special rights, and qualifications, limitations or restrictions thereof, if any,
as shall be stated and expressed in the resolution or resolutions providing for
such issue adopted by the Board of Directors. Except as otherwise provided by
law, the holders of the Preferred Stock of the Corporation shall only have such
voting rights as are provided for or expressed in the resolutions of the Board
of Directors relating to such Preferred Stock adopted pursuant to the authority
contained in the Articles of Incorporation. Before issuance of any such shares
of Preferred Stock, the Corporation shall file Articles Supplementary with the
State Department of Assessment and Taxation of Maryland in accordance with the
provision of Section 2-208 of the Maryland General Corporation Law.

          E. RESERVATION OF SHARES. Pursuant to the obligations of the
Corporation under the Partnership Agreement to issue shares of Common Stock in
exchange for Units, the Board of Directors is hereby required to reserve a
sufficient number of authorized but unissued shares of Common Stock to permit
the Corporation to issue shares of Common Stock in exchange for Units that may
be exchanged for shares of Common Stock pursuant to the Partnership Agreement.

          F. NYSE SETTLEMENT. Nothing in this Article IV shall preclude the
settlement of any transaction entered into through the facilities of the NYSE.

          G. PREEMPTIVE RIGHTS. No holder of shares of capital stock of the
Corporation shall, as such holder, have any preemptive or other right to
purchase or subscribe for any shares of Common Stock, Excess Shares or any class
of capital stock of the Corporation which the Corporation may issue or sell.

          H. CONTROL SHARES. Pursuant to Section 3-702(b) of the General
Corporation Law of Maryland (the "Act"), the terms of Subtitle 7 of Title 3 of
the Act shall be inapplicable to any acquisition of a Control Share (as defined
in the Act) that is not prohibited by the terms of Article IV.


          I. BUSINESS COMBINATIONS. Pursuant to Section 3-603(e)(1)(iii) of the
General Corporation Law of Maryland, the terms of Section 3-602 of such law
shall be inapplicable to the Corporation.

                                    ARTICLE V

                               BOARD OF DIRECTORS

          A. MANAGEMENT. The management of the business and the conduct of the
affairs of the Corporation shall be vested in its Board of Directors.

          B. NUMBER. The number of directors which will constitute the entire
Board of Directors shall be fixed by, or in the manner provided in, the By-laws
but shall in no event be less than three.

          C. CLASSIFICATION. The directors shall be classified, with respect to
the time for which they severally hold office, into three classes, as nearly
equal in number as possible, as shall be provided in the By-laws of the
Corporation, one class to be originally elected for a term expiring at the
annual meeting of stockholders to be held in 1994, another class to be
originally elected for a term expiring at the annual meeting of stockholders to
be held in 1995, and another class to be originally elected for a term expiring
at the annual meeting of stockholders to be held in 1996, with each class to
hold office until its successors are elected and qualified. At each annual
meeting of the stockholders of the Corporation, the date of which shall be fixed
by or pursuant to the By-laws of the Corporation, the successors of the class of
directors whose terms expire at that meeting shall be elected to hold office for
a term expiring at the annual meeting of stockholders held in the third year
following the year of their election. No election of directors need be by
written ballot. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

          D. VACANCIES. Newly created directorships resulting from any increase
in the number of directors may be filled by the Board of Directors, or as
otherwise provided in the By-laws, and any vacancies on the Board of Directors
resulting from death, resignation, removal or other cause shall only be filled
by the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors, or by a sole remaining
director, or as otherwise provided in the By-laws. Any director elected in
accordance with the preceding sentence shall hold office until the next annual
meeting of the Corporation, at which time a successor shall be elected to fill
the remaining term of the position filled by such director.

          E. REMOVAL. Any director may be removed from office only for cause and
only by the affirmative vote of the holders of a majority of the combined voting
power of the then outstanding shares entitled to vote in the election of
directors. For purposes of this subparagraph E of Article V "cause" shall mean
the wilful and continuous failure of a director to substantially perform such
director's duties to the Corporation (other than any such failure resulting from
temporary incapacity due to physical or mental illness) or the willful engaging
by a director in gross misconduct materially and demonstrably injurious to the
Corporation.

          F. BY-LAWS. The power to adopt, alter and/or repeal the By-laws of the
Corporation is vested exclusively in the Board of Directors.

          G. POWERS. The enumeration and definition of particular powers of the
Board of Directors included in the foregoing shall in no way be limited or
restricted by reference to or inference from the terms of any other clause of
this or any other Article of the charter of the Corporation, or construed as or
deemed by inference or otherwise in any manner to exclude or limit the powers
conferred upon the Board of Directors under the General Corporation Law of
Maryland as now or hereafter in force.

                                   ARTICLE VI

                                    LIABILITY

          The liability of the directors and officers of the Corporation to the
Corporation and its stockholders for money damages is hereby limited to the
fullest extent permitted by Section 5-349 of the Courts and Judicial Proceedings
Code of Maryland (or its successor) as such provisions may be amended from time
to time.

                                   ARTICLE VII

                                 INDEMNIFICATION

          The Corporation shall indemnify (A) its directors and officers,
whether serving the Corporation or at its request any other entity, to the full
extent required or permitted by the General Laws of the State of Maryland now or
hereafter in force, including the advance of expenses under the procedures and
to the full extent permitted by law and (B) other employees and agents to such
extent as shall be authorized by the Board of Directors or the Corporation's
By-Laws and be permitted by law. The foregoing rights of indemnification shall
not be exclusive of any other rights to which those seeking indemnification may
be entitled. The Board of Directors may take such action as is necessary to
carry out these indemnification provisions and is expressly empowered to adopt,
approve and amend from time to time such by-laws, resolutions or contracts
implementing such provisions or such further indemnification arrangements as may
be permitted by law. No amendment of the charter of the Corporation shall limit
or eliminate the right to indemnification provided hereunder with respect to
acts or omissions occurring prior to such amendment or repeal.

                                  ARTICLE VIII

                                    EXISTENCE

          The Corporation is to have perpetual existence.

          SECOND: The total number of shares of stock heretofore authorized is
1,000 shares of Common Stock of the par value of $.01 per share and of the
aggregate par value of $10. The capital stock of the Corporation heretofore
authorized is not divided into classes.

                  The total number of shares of all classes of stock as
increased is 70 million shares, divided into 50 million shares of Common Stock
of the par value of $.01 per share, and of the aggregate par value of $500,000,
15 million Excess Shares of the par value of $.01 per share, and of the
aggregate par value of $150,000, and 5 million shares of Preferred Stock of the
par value of $.01 per share, and of the aggregate par value of $50,000.

          A description as amended of each class with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption of each class
of stock, is set forth in Article FIRST hereof.

          THIRD: The number of directors of the Corporation is six. The names of
the directors are set forth below:

         Charles E. Bloom
         David C. Bloom
         Steven L. Craig
         Barry M. Ginsburg
         Reuben S. Leibowitz
         John D. Santoleri

The Board of Directors of the Corporation by a unanimous consent in writing in
lieu of a meeting under ss. 2-408 of the Maryland General Corporation Law, dated
October 20, 1993, adopted a resolution which set forth the foregoing amendment
to the charter, declaring that the said amendment and restatement of the charter
was advisable and directing that it be submitted for action thereon by the
stockholders by a unanimous consent in writing in lieu of a meeting under ss.
2-505 of the Maryland General Corporation law.

          FOURTH: Notice of a meeting of stockholders to take action on the
amendment and restatement of the charter was waived by all stockholders of the
Corporation.

          FIFTH: The amendment and restatement of the charter of the Corporation
as hereinabove set forth was approved by the unanimous consent in writing of the
stockholders on October 20, 1993.

<PAGE>

          IN WITNESS WHEREOF, Chelsea GCA Realty, Inc. has caused these presents
to be signed in its name and on its behalf by its President and attested by its
Secretary on October 20, 1993.


                                         CHELSEA GCA REALTY, INC.

                                         By:/S/ STEVEN L. CRAIG
                                           Steven L. Craig
                                           President

Attest:/S/ DENISE M. ELMER
           Denise M. Elmer
           Secretary

          I, Steven L. Craig, President of Chelsea GCA Realty, Inc., hereby
acknowledge the foregoing Articles of Amendment and Restatement of Articles of
Incorporation of Chelsea GCA Realty, Inc. to be the act of Chelsea GCA Realty,
Inc., and to the best of my knowledge, information and belief, these matters and
facts are true in all material respects, and my statement is made under
penalties for perjury.

                                        /S/ STEVEN L. CRAIG
                                            Steven L. Craig
                                            President of Chelsea GCA
                                               Realty, Inc.
<PAGE>

                              ARTICLES OF AMENDMENT
                          OF ARTICLES OF INCORPORATION
                                       OF
                            CHELSEA GCA REALTY, INC.

                             ----------------------

          Chelsea GCA Realty, Inc., a Maryland corporation, having its principal
office in Maryland in Baltimore, Maryland, and having The Corporation Trust,
Incorporated, a Maryland corporation, as its resident agent located at 32 South
Street, Baltimore, Maryland, hereby certifies to the State Department of
Assessment and Taxation of Maryland, that:

          FIRST: Article IV of The Articles of Incorporation of the Corporation,
filed with the State Department of Assessment and Taxation of Maryland on August
24, 1993, is hereby amended to read as follows:


                                   ARTICLE IV

                                  CAPITAL STOCK

          A. The total number of shares of all classes of capital stock that the
Corporation shall have authority to issue is 55 million shares, consisting of 50
million shares of Common Stock with a par value of $.01 per share (the "Common
Stock"), amounting in the aggregate to par value of $500,000, and 5 million
shares of Preferred Stock with a par value of $.01 per share (the "Preferred
Stock"), amounting in the aggregate to par value of $50,000.

          B. COMMON STOCK

          1. DIVIDEND RIGHTS. Subject to the preferential dividend rights of the
Preferred Stock, if any, as may be determined by the Board of Directors of the
Corporation pursuant to paragraph C of this Article IV, Holders (as defined
below) shall be entitled to receive such dividends as may be declared by the
Board of Directors of the Corporation. Upon the declaration of dividends
hereunder, Holders shall be entitled to share in all such dividends, pro rata,
in accordance with the relative number of shares of Common Stock held by each
such Holder.

          2. RIGHTS UPON LIQUIDATION. Subject to the preferential rights of the
Preferred Stock, if any, as may be determined by the Board of Directors of the
Corporation pursuant to paragraph C of this Article IV, in the event of any
voluntary or involuntary liquidation, dissolution or winding up of, or any
distribution of the assets of, the Corporation, each Holder shall be entitled to
receive, ratably with each other Holder, that portion of the assets of the
Corporation available for distribution to its stockholders as the number of
shares of the Common Stock held by such Holder bears to the total number of
shares of Common Stock then outstanding.

          3. VOTING RIGHTS. Each Holder shall be entitled to vote on all matters
(on which a holder of Common Stock shall be entitled to vote), and shall be
entitled to one vote for each share of the Common Stock held by such Holder.

          4. RESTRICTIONS ON OWNERSHIP AND TRANSFER TO PRESERVE TAX BENEFIT.

             (a)  DEFINITIONS

For the purposes of this Article IV, the following terms shall have the
following meanings:

               "Beneficial Ownership" shall mean ownership of Common Stock by a
          Person who would be treated as an owner of such shares of Common Stock
          either directly or constructively through the application of Section
          544 of the Code, as modified by Section 856(h) of the Code. The terms
          "Beneficial Owner," "Beneficially Owns" and "Beneficially Owned" shall
          have the correlative meanings.

               "Charitable Trust" shall mean the trust created pursuant to
          subparagraph B(4)(c)(i) of this Article IV.

               "Code" shall mean the Internal Revenue Code of 1986, as amended
          from time to time.

               "Constructive Ownership" shall mean ownership of Common Stock by
          a Person who would be treated as an owner of such shares of Common
          Stock either directly or constructively through the application of
          Section 318 of the Code, as modified by Section 856(d)(5) of the Code.
          The terms "Constructive Owner," "Constructively Owns" and
          "Constructively Owned" shall have the correlative meanings.

               "Existing Holder" shall mean (i) Charles E. Bloom, David C. Bloom
          and William D. Bloom and (ii) any Person (other than another Existing
          Holder) to whom an Existing Holder transfers Beneficial Ownership of
          Common Stock causing such transferee to Beneficially Own Common Stock
          in excess of the Ownership Limit.

               "Existing Holder Limit" (i) for any Existing Holder who is an
          Existing Holder by virtue of clause (i) of the definition thereof,
          shall mean, initially, the percentage of Common Stock Beneficially
          Owned by such Person immediately after the Initial Public Offering,
          and after any adjustment pursuant to subparagraph B(4)(i) of this
          Article IV, shall mean such percentage of the outstanding Common Stock
          as so adjusted; and (ii) for any Existing Holder who becomes an
          Existing Holder by virtue of clause (ii) of the definition thereof,
          shall mean, initially, the percentage of the outstanding Common Stock
          Beneficially Owned by such Existing Holder at the time that such
          Existing Holder becomes an Existing Holder, and after any adjustment
          pursuant to subparagraph B(4)(i) of this Article IV, shall mean such
          percentage of the outstanding Common Stock as so adjusted; provided,
          however, that the Existing Holding Limits for all Existing Holders
          when combined shall not exceed 21% of the Corporation's Common Stock.
          For purposes of determining the Existing Holder Limit, the amount of
          Common Stock outstanding at the time of the determination shall be
          deemed to include the maximum number of shares that Existing Holders
          may beneficially own with respect to options and rights to convert
          Units into Common Stock pursuant to Section 8.6 of the Partnership
          Agreement and shall not include shares that may be Beneficially Owned
          solely by other persons upon exercise of options or rights to convert
          into Common Stock. From the date of the Initial Public Offering and
          prior to the Restriction Termination Date, the Secretary of the
          Corporation shall maintain and, upon request, make available to each
          Existing Holder, a schedule which sets forth the then current Existing
          Holder Limits for each Existing Holder.

               "Holder" shall mean the record holder of shares of Common Stock,
          or in the case of shares held by a Purported Record Transferee, the
          Charitable Trust.

               "Initial Public Offering" shall mean the sale of shares of Common
          Stock in an underwritten public offering pursuant to the Corporation's
          first effective registration statement for such Common Stock filed
          under the Securities Act of 1933, as amended.

               "IRS" shall mean the United States Internal Revenue Service.

               "Market Price" shall mean the last reported sales price reported
          on the New York Stock Exchange of Common Stock on the trading day
          immediately preceding the relevant date, or if the Common Stock is not
          then traded on the New York Stock Exchange, the last reported sales
          price of the Common Stock on the trading day immediately preceding the
          relevant date as reported on any exchange or quotation system over
          which the Common Stock may be traded, or if the Common Stock is not
          then traded over any exchange or quotation system, then the market
          price of the Common Stock on the relevant date as determined in good
          faith by the Board of Directors of the Corporation.

               "Ownership Limit" shall initially mean 7% of the outstanding
          Common Stock of the Corporation, and after any adjustment as set forth
          in subparagraph B(4)(i) of this Article IV, shall mean such greater
          percentage.

               "Partner" shall mean any Person owning Units.

               "Partnership" shall mean Chelsea GCA Realty Partnership, L.P., a
          Delaware limited partnership.

               "Partnership Agreement" shall mean the Agreement of Limited
          Partnership of the Partnership, of which the Corporation is the sole
          general partner, as such agreement may be amended from time to time.

               "Person" shall mean an individual, corporation, partnership,
          estate, trust, a portion of a trust permanently set aside for or to be
          used exclusively for the purposes described in Section 642(c) of the
          Code, association, private foundation within the meaning of Section
          509(a) of the Code, joint stock company or other entity and also
          includes a group as that term is used for purposes of Section 13(d)(3)
          of the Securities Exchange Act of 1934, as amended; but does not
          include (i) Warburg, Pincus Capital Company, L.P., and WP/Chelsea
          Inc., and (ii) an underwriter which participates in a public offering
          of the Common Stock provided that the ownership of Common Stock by
          such underwriter would not result in the Corporation failing to
          qualify as a REIT.

               "Purported Transferee" shall mean, with respect to any purported
          Transfer which results in a violation of subparagraph B(4)(b) of this
          Article IV, the purported beneficial transferee or owner for whom the
          Purported Record Transferee would have acquired or owned shares of
          Common Stock, if such Transfer had been valid under such subparagraph.

               "Purported Record Transferee" shall mean, with respect to any
          purported Transfer which results in a violation of subparagraph
          B(4)(b) of this Article IV, the record holder of the Common Stock if
          such Transfer had been valid under such subparagraph.

               "REIT" shall mean a Real Estate Investment Trust under Section
          856 of the Code.

               "Restriction Termination Date" shall mean the first day after the
          date of the Initial Public Offering on which the Board of Directors of
          the Corporation determines that it is no longer in the best interests
          of the Corporation to attempt to, or continue to, qualify as a REIT.

               "Transfer" shall mean any sale, transfer, gift, assignment,
          devise or other disposition of Common Stock (including (i) the
          granting of any option or entering into any agreement for the sale,
          transfer or other disposition of Common Stock or (ii) the sale,
          transfer, assignment or other disposition of any securities or rights
          convertible into or exchangeable for Common Stock), whether voluntary
          or involuntary, whether of record or beneficially or Beneficially or
          Constructively (including but not limited to transfers of interests in
          other entities which result in changes in Beneficial or Constructive
          Ownership of Common Stock), and whether by operation of law or
          otherwise.


               "Trustee" shall mean the Corporation as trustee for the
          Charitable Trust, and any successor trustee appointed by the
          Corporation.

               "Units" shall mean the units into which partnership interests of
          the Partnership are divided, and as the same may be adjusted, as
          provided in the Partnership Agreement.

               "Warburg, Pincus Capital Company, L.P." shall mean Warburg,
          Pincus Capital Company, L.P., a Delaware limited partnership.

               "WP/Chelsea Inc." shall mean WP Chelsea Inc., a New York
          corporation.

                 (b)      RESTRICTION ON OWNERSHIP AND TRANSFERS.

               (i) Except as provided in subparagraph B(4)(k) of this Article
          IV, from the date of the Initial Public Offering and prior to the
          Restriction Termination Date, no Person (other than an Existing
          Holder) shall Beneficially Own shares of Common Stock in excess of the
          Ownership Limit, and no Existing Holder shall Beneficially Own shares
          of Common Stock in excess of the Existing Holder Limit for such
          Existing Holder.

               (ii) Except as provided in subparagraph B(4)(k) of this Article
          IV, from the date of the Initial Public Offering and prior to the
          Restriction Termination Date, any Transfer (whether or not such
          Transfer is the result of a transaction entered into through the
          facilities of the New York Stock Exchange ("NYSE")), that, if
          effective, would result in any Person (other than an Existing Holder)
          Beneficially Owning Common Stock in excess of the Ownership Limit
          shall be void AB INITIO as to the Transfer of such shares of Common
          Stock which would be otherwise Beneficially Owned by such Person in
          excess of the Ownership Limit; and the Purported Transferee shall
          acquire no rights in such shares of Common Stock.

               (iii) Except as provided in subparagraph B(4)(k) of this Article
          IV, from the date of the Initial Public Offering and prior to the
          Restriction Termination Date, any Transfer (whether or not such
          Transfer is the result of a transaction entered into through the
          facilities of the NYSE) that, if effective, would result in any
          Existing Holder Beneficially Owning Common Stock in excess of the
          applicable Existing Holder Limit shall be void AB INITIO as to the
          Transfer of such shares of Common Stock which would be otherwise
          Beneficially Owned by such Existing Holder in excess of the applicable
          Existing Holder Limit; and such Existing Holder shall acquire no
          rights in such shares of Common Stock.

               (iv) Except as provided in subparagraph B(4)(k) of this Article
          IV, from the date of the Initial Public Offering and prior to the
          Restriction Termination Date, any Transfer (whether or not such
          Transfer is the result of a transaction entered into through the
          facilities of the NYSE) that, if effective, would result in the Common
          Stock being beneficially owned by less than 100 Persons (determined
          without reference to any rules of attribution) shall be void AB INITIO
          as to the Transfer of such shares of Common Stock which would be
          otherwise beneficially owned by the transferee; and the intended
          transferee shall acquire no rights in such shares of Common Stock.

               (v) Notwithstanding any other provisions contained in this
          Article IV, from the date of the Initial Public Offering and prior to
          the Restriction Termination Date, any Transfer (whether or nor such
          transfer is the result of a transaction entered into through the
          facilities of the NYSE) or other event that, if effective, would
          result in the Corporation being "closely held" within the meaning of
          Section 856(h) of the Code, or would otherwise result in the
          Corporation failing to qualify as a REIT (including, but not limited
          to, a Transfer or other event that would result in the Corporation
          owning (directly or Constructively) an interest in a tenant that is
          described in Section 856(d)(2)(B) of the Code if the income derived by
          the Corporation from such tenant would cause the Corporation to fail
          to satisfy any of the gross income requirements of Section 856(c) of
          the Code), shall be void AB INITIO as to the Transfer of the shares of
          Common Stock which would cause the Corporation to be "closely held"
          within the meaning of Section 856(h) of the Code or would otherwise
          result in the Corporation failing to qualify as a REIT; and the
          intended transferee or owner or Constructive or Beneficial Owner shall
          acquire or retain no rights in such shares of Common Stock.

          (c) EFFECT OF TRANSFER IN VIOLATION OF SUBPARAGRAPH (B)(4)(B).

               (i) If, notwithstanding the other provisions contained in this
          Article IV, at any time after the date of the Initial Public Offering
          and prior to the Restriction Termination Date, there is a purported
          Transfer (whether or not such Transfer is the result of a transaction
          entered into through the facilities of the NYSE), change in the
          capital structure of the Corporation, or other event such that one or
          more of the restrictions on ownership and transfers described in
          subparagraph B(4)(b) above has been violated, then the shares of
          Common Stock being Transferred (or in the case of an event other than
          a Transfer, the shares owned or Constructively Owned or Beneficially
          Owned) which would cause one or more of the restrictions on ownership
          or transfer to be violated (rounded up to the nearest whole share)
          (the "Trust Shares"), shall automatically be transferred to the
          Corporation, as Trustee of a trust (the "Charitable Trust") for the
          exclusive benefit of (The American Cancer Society) (the "Designated
          Charity"), an organization described in Section 170(b)(1)(A) and
          170(c) of the Code. The Purported Transferee shall have no rights in
          such Trust Shares.

               (ii) The Corporation, as Trustee of the Charitable Trust, may
          transfer the shares held in such trust to a Person whose ownership of
          the shares will not result in a violation of the ownership
          restrictions (a "Permitted Transferee"). If such a transfer is made,
          the interest of the Designated Charity will terminate and proceeds of
          the sale will be payable to the Purported Transferee and to the
          Designated Charity. The Purported Transferee will receive the lesser
          of (1) the price paid by the Purported Transferee for the shares or,
          if the Purported Transferee did not give value for the shares, the
          Market Price of the shares on the day of the event causing the shares
          to be held in trust, and (2) the price per share received by the
          Corporation, as Trustee, from the sale or other disposition of the
          shares held in trust. The Designated Charity will receive any proceeds
          in excess of the amount payable to the Purported Transferee. The
          Purported Transferee will not be entitled to designate a Permitted
          Transferee.

               (iii) All stock held in the Charitable Trust will be deemed to
          have been offered for sale to the Corporation or its designee for a
          90-day period, at the lesser of the price paid for that stock by the
          Purported Transferee and the Market Price on the date that the
          Corporation accepts the offer. This period will commence on the date
          of the violative transfer, if the Purported Transferee gives notice to
          the Corporation of the transfer, or the date that the Board of
          Directors of the Corporation determines that a violative transfer
          occurred, if no such notice is provided.

               (iv) Any dividend or distribution paid prior to the discovery by
          the Corporation that shares of Common Stock have been transferred in
          violation of subparagraph B(4)(b) of this Article IV, shall be repaid
          to the Corporation upon demand and shall be held in trust for the
          Designated Charity. Any dividend or distribution declared but unpaid
          shall be rescinded as void AB INITIO with respect to such shares of
          stock.

               (v) Subject to the preferential rights of the Preferred Stock, if
          any, as may be determined by the Board of Directors of the Corporation
          pursuant to paragraph C of this Article IV, in the event of any
          voluntary or involuntary liquidation, dissolution or winding up of, or
          any distribution of the assets of, the Corporation, the Designated
          Charity shall be entitled to receive, ratably with each other holder
          of Common Stock, that portion of the assets of the Corporation
          available for distribution to its stockholders as the number of Trust
          Shares bears to the total number of shares of Common Stock then
          outstanding (including the Trust Shares). The Corporation, as Trustee,
          or if the Corporation shall have been dissolved, any trustee appointed
          by the Corporation prior to its dissolution, shall distribute to the
          Designated Charity, when determined (or if not determined, or only
          partially determined, ratably to the other holders of Common Stock who
          have been determined and the Designated Charity), any such assets
          received in respect of the Trust Shares in any liquidation,
          dissolution or winding up of, or any distribution of the assets of,
          the Corporation.

               (vi) The Purported Transferee will not be entitled to vote any
          Common Stock it attempts to acquire, and any stockholder vote will be
          rescinded if a Purported Transferee votes and the stockholder vote
          would have been decided differently if such Purported Transferee's
          vote was not counted.

          (d) REMEDIES FOR BREACH. If the Board of Directors or its designees
shall at any time determine in good faith that a Transfer or other event has
taken place in violation of subparagraph B(4)(b) of this Article IV or that a
Person intends to acquire or has attempted to acquire beneficial ownership
(determined without reference to any rules of attribution), Beneficial Ownership
or Constructive Ownership of any shares of the Corporation in violation of
subparagraph B(4)(b) of this Article IV, the Corporation shall inform the
Purported Transferee of its obligations pursuant to this Article IV, including
such Purported Transferee's obligations to pay over to the Charitable Trust any
and all dividends received with respect to the Trust Shares. In addition, the
Board of Directors or its designees shall take such action as it deems advisable
to refuse to give effect or to prevent such Transfer, including, but not limited
to, refusing to give effect to such Transfer on the books of the Corporation or
instituting proceedings to enjoin such Transfer and to recover any dividend
erroneously paid and declaring any votes erroneously cast to be retroactively
invalid; provided, however, that any Transfers (or, in the case of events other
than a Transfer, ownership or Constructive Ownership or Beneficial Ownership) in
violation of subparagraph B(4)(b) of this Article IV shall automatically result
in a transfer to the Charitable Trust as described in subparagraph B(4)(c),
irrespective of any action (or non-action) by the Board of Directors.

          (e) NOTICE OF RESTRICTED TRANSFER. Any Person who acquires or attempts
to acquire shares in violation of subparagraph B(4)(b) of this Article IV, or
any Person who is a Purported Transferee, shall immediately give written notice
to the Corporation of such event and shall provide to the Corporation such other
information as the Corporation may request in order to determine the effect, if
any, of such Transfer or attempted Transfer on the Corporation's status as a
REIT.

          (f) OWNERS REQUIRED TO PROVIDE INFORMATION. From the date of the
Initial Public Offering and prior to the Restriction Termination Date each
Person who is a beneficial owner or Beneficial Owner or Constructive Owner of
Common Stock and each Person (including the stockholder of record) who is
holding Common Stock for a Beneficial Owner or Constructive Owner shall provide
to the Corporation such information that the Corporation may request, in good
faith, in order to determine the Corporation's status as a REIT.

          (g) REMEDIES NOT LIMITED. Nothing contained in this Article IV shall
limit the authority of the Board of Directors to take such other action as it
deems necessary or advisable to protect the Corporation and the interests of its
stockholders by preservation of the Corporation's status as a REIT.

          (h) AMBIGUITY. In the case of an ambiguity in the application of any
of the provisions of subparagraph B(4) of this Article IV, including any
definition contained in subparagraph B(4)(a), the Board of Directors shall have
the power to determine the application of the provisions of this subparagraph
B(4) with respect to any situation based on the facts known to it.

          (i) MODIFICATION OF OWNERSHIP LIMIT OR EXISTING HOLDER LIMIT. Subject
to the limitations provided in subparagraph B(4)(j), the Board of Directors may
from time to time increase the Ownership Limit or the Existing Holder Limit and
shall file Articles Supplementary with the State Department of Assessment and
Taxation of Maryland to evidence such increase.

          (j) LIMITATIONS ON MODIFICATIONS.

               (i) From the date of the Initial Public Offering and prior to the
          Restriction Termination Date, neither the Ownership Limit nor any
          Existing Holder Limit may be increased (nor may any additional
          Existing Holder Limit be created) if, after giving effect to such
          increase (or creation), five Persons who are Beneficial Owners of
          Common Stock (including all of the then Existing Holders) could
          (taking into account the Ownership Limit and the Existing Holder
          Limit) Beneficially Own, in the aggregate, more than 49% of the
          outstanding Common Stock.

               (ii) Prior to the modification of any Existing Holder Limit or
          Ownership Limit pursuant to subparagraph B(4)(i) of this Article IV,
          the Board of Directors of the Corporation may require such opinions of
          counsel, affidavits, undertakings or agreements as it may deem
          necessary or advisable in order to determine or ensure the
          Corporation's status as a REIT.

               (iii) No Existing Holder Limit shall be reduced to a percentage
          which is less than the Ownership Limit.

               (iv) The Ownership Limit may not be increased to a percentage
          which is greater than 9.9%.

                  (k)      EXCEPTIONS.

               (i) The Board of Directors, in its sole discretion, may exempt a
          Person from the Ownership Limit or the Existing Holder Limit, as the
          case may be, if such Person is not an individual for purposes of
          Section 542(a)(2) of the Code and the Board of Directors obtains such
          representations and undertakings from such Person as are reasonably
          necessary to ascertain that no individual's Beneficial Ownership of
          such shares of Common Stock will violate the Ownership Limit or the
          applicable Existing Holder Limit, as the case may be, and agrees that
          any violation of such representations or undertaking (or other action
          which is contrary to the restrictions contained in this subparagraph
          B(4) of this Article IV) or attempted violation will result in such
          shares of Common Stock automatically being transferred to the
          Charitable Trust.

               (ii) Prior to granting any exception pursuant to subparagraph
          B(4)(k)(i) of this Article IV, the Board of Directors may require a
          ruling from the IRS, or an opinion of counsel, in either case in form
          and substance satisfactory to the Board of Directors in its sole
          discretion, as it may deem necessary or advisable in order to
          determine or ensure the Corporation's status as a REIT.

         5. LEGEND. Each certificate for shares of Common Stock shall bear
legends substantially to the effect of the following:

          "The Corporation is authorized to issue two classes of capital stock
which are designated as Common Stock and Preferred Stock. The Board of Directors
is authorized to determine the preferences, limitations and relative rights of
the Preferred Stock before the issuance of any Preferred Stock. The Corporation
will furnish, without charge, to any stockholder making a written request
therefor, a copy of the Corporation's charter and a written statement of the
designations, relative rights, preferences and limitations applicable to each
such class of stock. Requests for the Corporation's charter and such written
statement may be directed to Chelsea GCA Realty, Inc., 103 Eisenhower Parkway,
Roseland, New Jersey 07068, Attention: Secretary.

          The shares of Common Stock represented by this certificate are subject
to restrictions on ownership and Transfer for the purpose of the Corporation's
maintenance of its status as a Real Estate Investment Trust under the Code. No
Person may Beneficially Own shares of Common Stock in excess of 7% (or such
greater percentage as may be determined by the Board of Directors of the
Corporation) of the outstanding Common Stock of the Corporation (unless such
Person is an Existing Holder) with certain exceptions set forth in the
Corporation's charter. Any Person who attempts to Beneficially Own shares of
Common Stock in excess of the above limitations must immediately notify the
Corporation. All capitalized terms in this legend have the meanings defined in
the Corporation's charter. Transfers in violation of the restrictions described
above may be void AB INITIO.

          In addition, upon the occurrence of certain events, if the
restrictions on ownership are violated, the shares of Common Stock represented
hereby may be automatically exchanged for Trust Shares which will be held in
trust by the Corporation. The Corporation has an option to acquire Trust Shares
under certain circumstances. The Corporation will furnish to the holder hereof
upon request and without charge a complete written statement of the terms and
conditions of the Trust Shares. Requests for such statement may be directed to
Chelsea GCA Realty, Inc., 103 Eisenhower Parkway, Roseland, New Jersey 07068,
Attention: Secretary."

          6. SEVERABILITY. If any provision of this Article IV or any
application of any such provision is determined to be invalid by any Federal or
state court having jurisdiction over the issues, the validity of the remaining
provisions shall not be affected and other applications of such provisions shall
be affected only to the extent necessary to comply with the determination of
such court.

          C. PREFERRED STOCK. The Board of Directors of the Corporation, by
resolution, is hereby expressly vested with authority to provide for the
issuance of the shares of Preferred Stock in one or more classes or one or more
series, with such voting powers, full or limited, or no voting powers, and with
such designations, preferences and relative, participating, optional and other
special rights, and qualifications, limitations or restrictions thereof, if any,
as shall be stated and expressed in the resolution or resolutions providing for
such issue adopted by the Board of Directors. Except as otherwise provided by
law, the holders of the Preferred Stock of the Corporation shall only have such
voting rights as are provided for or expressed in the resolutions of the Board
of Directors relating to such Preferred Stock adopted pursuant to the authority
contained in the Articles of Incorporation. Before issuance of any such shares
of Preferred Stock, the Corporation shall file Articles Supplementary with the
State Department of Assessment and Taxation of Maryland in accordance with the
provision of Section 2-208 of the Maryland General Corporation Law.

          D. RESERVATION OF SHARES. Pursuant to the obligations of the
Corporation under the Partnership Agreement to issue shares of Common Stock in
exchange for Units, the Board of Directors is hereby required to reserve a
sufficient number of authorized but unissued shares of Common Stock to permit
the Corporation to issue shares of Common Stock in exchange for Units that may
be exchanged for shares of Common Stock pursuant to the Partnership Agreement.

          E. NYSE SETTLEMENT. Nothing in this Article IV shall preclude the
settlement of any transaction entered into through the facilities of the NYSE.

          F. PREEMPTIVE RIGHTS. No holder of shares of capital stock of the
Corporation shall, as such holder, have any preemptive or other right to
purchase or subscribe for any shares of Common Stock or any class of capital
stock of the Corporation which the Corporation may issue or sell.

          G. CONTROL SHARES. Pursuant to Section 3-702(b) of the General
Corporation Law of Maryland (the "Act"), the terms of Subtitle 7 of Title 3 of
the Act shall be inapplicable to any acquisition of a Control Share (as defined
in the Act) that is not prohibited by the terms of Article IV.

          H. BUSINESS COMBINATIONS. Pursuant to Section 3-603(e)(1)(iii) of the
General Corporation Law of Maryland, the terms of Section 3-602 of such law
shall be inapplicable to the Corporation.

          SECOND: The amendment of the charter of the Corporation as hereinabove
set forth was approved by the stockholders of the Corporation on June 13, 1996.

<PAGE>

          IN WITNESS WHEREOF, Chelsea GCA Realty, Inc. has caused these presents
to be signed in its name and on its behalf by its President and attested by its
Secretary on June 13, 1996.


                                             CHELSEA GCA REALTY, INC.

                                              By:/s/ David C. Bloom
                                                     David C. Bloom
                                                     President

Attest:  /s/ Denise M. Elmer
             Denise M. Elmer
             Secretary


          I, David C. Bloom, President of Chelsea GCA Realty, Inc., hereby
acknowledge the foregoing Articles of Amendment of Articles of Incorporation of
Chelsea GCA Realty, Inc. to be the act of Chelsea GCA Realty, Inc., and to the
best of my knowledge, information and belief, these matters and facts are true
in all material respects, and my statement is made under penalties for perjury.


                                             David C. Bloom
                                             President of Chelsea GCA
                                                Realty, Inc.
<PAGE>

               ARTICLES SUPPLEMENTARY TO ARTICLES OF INCORPORATION
                           OF CHELSEA GCA REALTY, INC.

          Chelsea GCA Realty, Inc., a Maryland corporation having its principal
office in Baltimore, Maryland (hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland, as
follows:

          FIRST: Pursuant to authority expressly vested in the Board of
Directors of the Corporation by Article IV of the Amended and Restated Articles
of Incorporation of the Corporation, as amended, the Board of Directors has duly
divided and classified 1,000,000 unissued shares of the Preferred Stock of the
Corporation into a series designated "8 3/8% Series A Cumulative Redeemable
Preferred Stock" and has provided for the issuance of such series.

          SECOND: A description of the 8 3/8% Series A Cumulative Redeemable
Preferred Stock, including the preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption as set or changed by the Board of Directors of the
Corporation is as follows:

          (i) TITLE. The Series of Preferred Stock is hereby designated as the
"8 3/8% Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred
Shares").

          (ii) NUMBER. The maximum number of authorized shares of the Series A
Preferred Shares shall be 1,000,000.

          (iii) RELATIVE SENIORITY. In respect of rights to receive dividends
and to participate in distributions of payments in the event of any liquidation,
dissolution or winding up of the Corporation, the Series A Preferred Shares
shall rank senior to the Common Stock and any other class or series of shares of
the Corporation which, by their terms rank junior to the Series A Preferred
Shares (collectively, "Junior Shares") and on a parity with all other shares of
Preferred Stock of the Corporation which are not by their terms Junior Shares.

          (iv) DIVIDENDS.

          (A) The holders of the then outstanding Series A Preferred Shares
shall be entitled to receive, when and as declared by the Board of Directors out
of any funds legally available therefor, cumulative dividends at the rate of
$4.1875 per share per year, payable in arrears in equal amounts of $1.046875 per
share quarterly in cash on the 15th day of each January, April, July and October
or, if not a Business Day (as hereinafter defined), the next succeeding Business
Day (each such day being hereafter called a "Quarterly Dividend Date" and each
period ending on the calendar day preceding a Quarterly Dividend Date being
hereinafter called a "Dividend Period"). Dividends shall accumulate from the
date of original issue, with the first dividends to be paid on January 15, 1998.
Dividends shall be payable to holders of record as they appear in the share
records of the Corporation at the close of business on the applicable record
date (a "Record Date"), which shall be the 1st day of the calendar month in
which the applicable Quarterly Dividend Date falls on or such other date
designated by the Board of Directors of the Corporation for the payment of
dividends that is not more than 30 nor less than 10 days prior to such Quarterly
Dividend Date. The amount of any dividend payable for any Dividend Period
shorter than a full Dividend Period shall be computed on the basis of a 360-day
year of twelve 30-day months.

          "Business Day" shall mean any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which banking institutions in The
City of New York are authorized or required by law, regulation or executive
order to close.

          (B) The amount of any dividends accumulated on any Series A Preferred
Shares at any Quarterly Dividend Date shall be the amount of any unpaid
dividends accumulated thereon to but excluding such Quarterly Dividend Date and
the amount of dividends accumulated on any shares of Series A Preferred Shares
at any date other than a Quarterly Dividend Date shall be equal to the sum of
the amount of any unpaid dividends accumulated thereon to but excluding the last
preceding Quarterly Dividend Date, plus an amount calculated on the basis of the
annual dividend rate of $4.1875 per share for the period after such last
preceding Quarterly Dividend Date to and including the date as of which the
calculation is made based on a 360-day year of twelve 30-day months. Dividends
on the Series A Preferred Shares will accumulate whether or not the Corporation
has earnings, whether or not there are funds legally available for the payment
of such dividends and whether or not such dividends are authorized or declared.

          (C) Except as otherwise expressly provided herein, the Series A
Preferred Shares will not be entitled to any dividends in excess of full
cumulative dividends as described above and shall not be entitled to participate
in the earnings or assets of the Corporation, and no interest, or sum of money
in lieu of interest, shall be payable in respect of any dividend payment or
payments on the Series A Preferred Shares which may be in arrears.

          (D) Any dividend payment made on the Series A Preferred Shares shall
first be credited against the earliest accumulated but unpaid dividend due with
respect to such shares which remains payable.

          (E) If, for any taxable year, the Corporation elects to designate as
"capital gain dividends" (as defined in and permitted pursuant to Section 857 of
the Internal Revenue Code of 1986, as amended (the "Code")), any portion (the
"Capital Gains Amount") of the dividends paid or made available for the year to
holders of all classes of shares (the "Total Dividends"), then the portion of
the Capital Gains Amount that shall be allocated to the holders of the Series A
Preferred Shares shall equal (i) the Capital Gains Amount multiplied by (ii) a
fraction that is equal to (a) the total dividends paid or made available to the
holders of the Series A Preferred Shares for the year over (b) the Total
Dividends.

          (F) No dividends on the Series A Preferred Shares shall be authorized
by the Board of Directors of the Corporation or be paid or set apart for payment
by the Corporation at such time as the terms and provisions of any agreement of
the Corporation, including any agreement relating to its indebtedness, prohibits
such authorization, payment or setting apart for payment or provides that such
authorization, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such authorization or payment shall be
restricted or prohibited by law.

          (G) No dividends will be declared or paid or set apart for payment on
any capital stock of the Corporation ranking, as to dividends, on a parity with
or junior to the Series A Preferred Shares for any period unless full cumulative
dividends have been or contemporaneously are declared and paid or declared and a
sum sufficient for the payment therefor set apart for such payment on the Series
A Preferred Shares for all past Dividend Periods and the then current Dividend
Period. When dividends are not paid in full (or a sum sufficient for such full
payment is not so set apart) upon the Series A Preferred Shares and the shares
of any other series of Preferred Stock ranking on a parity as to dividends with
the Series A Preferred Shares, all dividends declared on the Series A Preferred
Shares and any other series of Preferred Stock ranking on a parity as to
dividends with the Series A Preferred Shares shall be declared pro rata so that
the amount of dividends declared per Series A Preferred Share and such other
series of Preferred Stock shall in all cases bear to each other the same ratio
that accumulated dividends per Series A Preferred Share and such other series of
Preferred Stock bear to each other.

          (H) Except as provided in subparagraph G, unless full cumulative
dividends on the Series A Preferred Shares have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment therefor set
apart for such payment on the Series A Preferred Shares for all past Dividend
Periods and the then current Dividend Period, no dividends (other than in Junior
Shares) shall be declared or paid or set aside for payment nor shall any other
distribution be declared or made upon the Junior Shares or any other capital
stock of the Corporation ranking on a parity with the Series A Preferred Shares
as to dividends or upon liquidation, nor shall any Junior Shares or any other
capital stock of the Corporation ranking on a parity with the Series A Preferred
Shares as to dividends or upon liquidation be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid or made available for a
sinking fund for the redemption of such shares) by the Corporation (except by
conversion into or exchange for other Junior Shares).

          (v) LIQUIDATION RIGHTS.

          (A) Upon the voluntary or involuntary dissolution, liquidation or
winding up of the Corporation (a "liquidation"), the holders of the Series A
Preferred Shares then outstanding shall be entitled to receive in cash or
property (at its fair market value determined by the Corporation's Board of
Directors) and to be paid out of the assets of the Corporation legally available
for distribution to its shareholders, before any payment or distribution shall
be made on any Junior Shares, the amount of $50.00 per share, plus accumulated
and unpaid dividends, if any, thereon to and including the date of liquidation.

          (B) After the payment to the holders of the Series A Preferred Shares
of the full liquidation amounts provided for in paragraph (A), the holders of
the Series A Preferred Shares, as such, shall have no right or claim to any of
the remaining assets of the Corporation.

          (C) If, upon any voluntary or involuntary dissolution, liquidation, or
winding up of the Corporation, the amounts payable with respect to the
preference distributions on the Series A Preferred Shares and the shares of each
other series of Preferred Stock of the Corporation ranking, as to liquidation
rights, on a parity with the Series A Preferred Shares are not paid in full, the
holders of the Series A Preferred Shares and any other shares of Preferred Stock
of the Corporation ranking, as to liquidation rights, on a parity with the
Series A Preferred Shares shall share ratably in any such distribution of assets
of the Corporation in proportion to the full respective preference amounts to
which they would otherwise be respectively entitled.

          (D) Neither the sale, lease, transfer or conveyance of all or
substantially all of the property or business of the Corporation, nor the merger
or consolidation of the Corporation into or with any other entity or the merger
or consolidation of any other entity into or with the Corporation, shall be
deemed to be a dissolution, liquidation or winding up, voluntary or involuntary,
for the purposes of this paragraph (v).

          (vi) REDEMPTION.

          (A) OPTIONAL REDEMPTION. On and after October 15, 2027, the
Corporation may, at its option (subject to the provisions of this paragraph
(vi)), redeem at any time all or, from time to time, part of the Series A
Preferred Shares at a price per share (the "Redemption Price"), payable in cash,
of $50.00 per share, together with all accumulated and unpaid dividends, if any,
to and including the date fixed for redemption (the "Redemption Date"), without
interest, to the extent the Corporation has funds legally available therefor.
The Series A Preferred Shares have no stated maturity and will not be subject to
any sinking fund or mandatory redemption provisions, except as provided for in
paragraph (ix) below.

          (B) PROCEDURES FOR REDEMPTION.

          (1) Notice of redemption will be given by publication in a newspaper
of general circulation in 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 Redemption Date. Notice of any redemption furnished by the
Corporation will also be mailed by the registrar, postage prepaid, not less than
30 nor more than 60 days prior to the Redemption Date, addressed to each holder
of record of the Series A Preferred Shares to be redeemed at the address set
forth in the share transfer records of the registrar. No failure to give such
notice or any defect therein or in the mailing thereof shall affect the validity
of the proceedings for the redemption of any Series A Preferred Shares except as
to the holder to whom the Corporation has failed to give notice or except as to
the holder to whom notice was defective. In addition to any information required
by law or by the applicable rules of any exchange upon which Series A Preferred
Shares may be listed or admitted to trading, such notice shall state: (a) the
Redemption Date; (b) the Redemption Price; (c) the number of Series A Preferred
Shares to be redeemed; (d) the place or places where certificates for the Series
A Preferred Shares to be redeemed are to be surrendered for payment of the
Redemption Price; and (e) that dividends on the Series A Preferred Shares to be
redeemed will cease to accumulate on the Redemption Date.

          (2) If notice has been mailed in accordance with paragraph (vi)(B)(1)
above and provided that on or before the Redemption Date specified in such
notice all funds necessary for such redemption shall have been irrevocably set
aside by the Corporation, separate and apart from its other funds, in trust for
the pro rata benefit of the holders of the Series A Preferred Shares so called
for redemption, so as to be, and to continue to be available therefor, then,
from and after the Redemption Date, dividends on the Series A Preferred Shares
so called for redemption shall cease to accumulate, and said shares shall no
longer be deemed to be outstanding and shall not have the status of Series A
Preferred Shares and all rights of the holders thereof as shareholders of the
Corporation (except the right to receive the Redemption Price) shall cease. Upon
surrender, in accordance with such notice, of the certificates for any Series A
Preferred Shares so redeemed (properly endorsed or assigned for transfer, if the
Corporation shall so require and the notice shall so state), such Series A
Preferred Shares shall be redeemed by the Corporation at the Redemption Price.
In case fewer than all the Series A Preferred Shares represented by any such
certificate are redeemed, a new certificate or certificates shall be issued
representing the unredeemed Series A Preferred Shares without cost to the holder
thereof.

          (3) Any funds deposited with a bank or trust company for the purpose
of redeeming Series A Preferred Shares shall be irrevocable except that:

          (a) the Corporation shall be entitled to receive from such bank or
trust company the interest or other earnings, if any, earned on any money so
deposited in trust, and the holders of any Series A Preferred Shares redeemed
shall have no claim to such interest or other earnings; and

          (b) any balance of monies so deposited by the Corporation and
unclaimed by the holders of the Series A Preferred Shares entitled thereto at
the expiration of two years from the applicable Redemption Date shall be repaid,
together with any interest or other earnings earned thereon, to the Corporation,
and after any such repayment, the holders of the Series A Preferred Shares
entitled to the funds so repaid to the Corporation shall look only to the
Corporation for payment without interest or other earnings.

          (4) No Series A Preferred Shares may be redeemed except from proceeds
from the sale of other capital stock of the Corporation (consisting of common
stock, preferred stock, depositary shares, interests, participations or other
ownership interests (however designated) and any rights (other than debt
securities convertible into or exchangeable for equity securities) or options to
purchase any of the foregoing) and not from any other source.

          (5) Unless full accumulated dividends on all Series A Preferred Shares
shall have been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for payment on the Series A
Preferred Shares for all past Dividend Periods and the then current Dividend
Period, no Series A Preferred Shares shall be redeemed, purchased or otherwise
acquired directly or indirectly on the Series A Preferred Shares; provided,
however, that the foregoing shall not prevent the redemption, purchase or
acquisition of Series A Preferred Shares to preserve the Corporation's REIT
status or the purchase or acquisition of Series A Preferred Shares pursuant to a
purchase or exchange offer made on the same terms to holders of all outstanding
Series A Preferred Shares.

          (6) If the Redemption Date is after a Record Date and before the
related Quarterly Dividend Date, the dividend payable on such Quarterly Dividend
Date shall be paid to the holder in whose name the Series A Preferred Shares to
be redeemed are registered at the close of business on such Record Date
notwithstanding the redemption thereof between such Record Date and the related
Quarterly Dividend Date or the Corporation's default in the payment of the
dividend due. Except as provided in this paragraph (vi), the Corporation will
make no payment or allowance for unpaid dividends, whether or not in arrears, on
Series A Preferred Shares to be redeemed.

          (7) In case of redemption of less than all Series A Preferred Shares
at the time outstanding, the Series A Preferred Shares to be redeemed shall be
selected pro rata from the holders of record of such Series A Preferred Shares
in proportion to the number of Series A Preferred Shares held by such holders
(with adjustments to avoid redemption of fractional shares) or by any other
equitable method determined by the Corporation.

          (vii) VOTING RIGHTS. Except as required by law, and as set forth
below, the holders of the Series A Preferred Shares shall not be entitled to
vote at any meeting of the shareholders for election of Directors or for any
other purpose or otherwise to participate in any action taken by the Corporation
or the shareholders thereof, or to receive notice of any meeting of
shareholders.

          (A) Whenever dividends on any Series A Preferred Shares shall be in
arrears for six or more quarterly periods, whether or not such quarterly periods
are consecutive, the holders of such Series A Preferred Shares (voting
separately as a class with all other series of Preferred Stock of the
Corporation upon which like voting rights have been conferred and are
exercisable) will be entitled to vote for the election of two additional
Directors of the Corporation at a special meeting called by the holders of
record of at least ten percent (10%) of the Series A Preferred Shares (unless
such request is received less than 90 days before the date fixed for the next
annual or special meeting of the shareholders) or at the next annual meeting of
shareholders, and at each subsequent annual meeting until all dividends
accumulated on such Series A Preferred Shares for the past Dividend Periods and
the then current Dividend Period shall have been fully paid or declared and a
sum sufficient for the payment thereof set aside for payment. In such case, the
entire Board of Directors of the Corporation will be increased by two Directors.

          (B) So long as any Series A Preferred Shares remain outstanding, the
Corporation will not, without the affirmative vote or consent of the holders of
at least two-thirds of the Series A Preferred Shares outstanding at the time,
given in person or by proxy, either in writing or at a meeting (voting
separately as a class), (i) authorize or create, or increase the authorized or
issued amount of, any class or series of shares of capital stock ranking senior
to the Series A Preferred Shares with respect to the payment of dividends or the
distribution of assets upon liquidation, dissolution or winding up of the
Corporation or reclassify any authorized capital stock of the Corporation into
such capital stock, or create, authorize or issue any obligation or security
convertible into or evidencing the right to purchase any such capital stock; or
(ii) amend, alter or repeal the provisions of the Corporation's Articles of
Incorporation, including these Articles Supplementary, whether by merger,
consolidation or otherwise (an "Event"), so as to materially and adversely
affect any right, preference, privilege or voting power of the Series A
Preferred Shares or the holders thereof; provided, however, with respect to the
occurrence of any of the Events set forth in (ii) above, so long as the Series A
Preferred Shares remain outstanding with the terms thereof materially unchanged,
taking into account that upon the occurrence of an Event, the Corporation may
not be the surviving entity, the occurrence of any such Event shall not be
deemed to materially and adversely affect such rights, preferences, privileges
or voting power of holders of Series A Preferred Shares; and provided, further,
that (x) any increase in the amount of the authorized Preferred Stock or the
creation or issuance of any other series of Preferred Stock, or (y) any increase
in the amount of authorized Series A Preferred Shares, in each case ranking on a
parity with or junior to the Series A Preferred Shares with respect to payment
of dividends and the distribution of assets upon liquidation, dissolution or
winding up, shall not be deemed to materially and adversely affect such rights,
preferences, privileges or voting powers.

          The foregoing voting provisions will not apply if, at or prior to the
time when the act with respect to which such vote or consent would otherwise be
required shall be effected, all outstanding Series A Preferred Shares shall have
been redeemed or called for redemption and sufficient funds shall have been
deposited in trust to effect such redemption.

          (C) On each matter submitted to a vote of the holders of Series A
Preferred Shares in accordance with this paragraph (vii), or as otherwise
required by law, each Series A Preferred Share shall be entitled to one vote.
With respect to each Series A Preferred Share, the holder thereof may designate
a proxy, with each such proxy having the right to vote on behalf of the holder.

          (viii) CONVERSION. The Series A Preferred Shares are not convertible
into or exchangeable for any other property or securities of the Corporation.

          (ix) RESTRICTIONS ON OWNERSHIP.

          (A) Definitions. The following terms shall have the following
meanings:

          (1) "Beneficial Ownership" shall mean ownership of the Series A
Preferred Shares by a Person who would be treated as an owner of such Series A
Preferred Shares either directly or constructively through the application of
Section 544 of the Code, as modified by Section 856(h) of the Code. The terms
"Beneficial Owner," "Beneficially Owns" and "Beneficially Owned" shall have the
correlative meanings.

          (2) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

          (3) "Constructive Ownership" shall mean ownership of Series A
Preferred Shares by a Person who would be treated as an owner of such Series A
Preferred Shares either directly or constructively through the application of
Section 318 of the Code, as modified by Section 856(d)(5) of the Code. The terms
"Constructive Owner," "Constructively Owns" and "Constructively Owned" shall
have the correlative meanings.

          (4) "Initial Placement" shall mean the sale of Series A Preferred
Shares pursuant to the Corporation's Offering Memorandum dated October 7, 1997.

          (5) "Ownership Limit" shall initially mean 7% of the outstanding
Series A Preferred Shares of the Corporation.

          (6) "Person" shall mean an individual, corporation, partnership,
estate, trust, a portion of a trust permanently set aside for or to be used
exclusively for the purposes described in Section 642(c) of the Code,
association, private foundation within the meaning of Section 509(a) of the
Code, joint stock company or other entity and also includes a group as that term
is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended; but does not include an underwriter which participates in a public
offering of the Series A Preferred Shares provided that the ownership of Series
A Preferred Shares by such underwriter would not result in the Corporation
failing to qualify as a REIT.

          (7) "REIT" shall mean a Real Estate Investment Trust under Section 856
of the Code.

          (8) "Restriction Termination Date" shall mean the first day after the
date of the Initial Placement on which the Board of Directors of the Corporation
determines that it is no longer in the best interests of the Corporation to
attempt to, or continue to, qualify as a REIT.

          (9) "Transfer" shall mean any sale, transfer, gift, assignment, devise
or other disposition of Series A Preferred Shares or the right to vote or
receive dividends on Series A Preferred Shares (including (A) the granting of
any option or entering into any agreement for the sale, transfer or other
disposition of Series A Preferred Shares or the right to vote or receive
dividends on Series A Preferred Shares or (B) the sale, transfer, assignment or
other disposition or grant of any securities or rights convertible into or
exchangeable for Series A Preferred Shares, or the right to vote or receive
dividends on Series A Preferred Shares), whether voluntary or involuntary,
whether of record or Beneficially or Constructively (including transfers of
interests in other entities which result in changes in Beneficial or
Constructive Ownership of Series A Preferred Shares), and whether by operation
of law or otherwise.

          (B) Restrictions.

          (1) During the period commencing on the date of the Initial Placement
and prior to the Restriction Termination Date: (a) no Person shall Beneficially
Own any Series A Preferred Shares in excess of the Ownership Limit; (b) no
Person shall Beneficially Own any shares of Series A Preferred Shares if, as a
result of such Beneficial Ownership, the Series A Preferred Shares and Common
Stock of the Corporation would be Beneficially Owned by less than 100 Persons
(determined without reference to the rules of attribution under Section 544 of
the Code); and (c) no Person shall Beneficially Own any shares if, as a result
of such Beneficial Ownership, the Corporation would be "closely held" within the
meaning of Section 856(h) of the Code or would otherwise result in the
Corporation failing to qualify as a REIT..

          (2) Any Transfer that would result in a violation of the restrictions
in subparagraph (ix)(B)(1) shall be void ab initio as to the Transfer of such
Series A Preferred Shares that would cause the violation of the applicable
restriction in subparagraph (ix)(B)(1), and the intended transferee shall
acquire no rights in such Series A Preferred Shares.

          (C) Remedies for Breach.

          (1) If the Board of Directors or a committee thereof shall at any time
determine in good faith that a Transfer or other event has taken place in
violation of subparagraph (ix)(B)(1) or that a Person intends to acquire or has
attempted to acquire Beneficial Ownership of any shares of the Corporation that
will result in violation of subparagraph (ix)(B)(1) (whether or not such
violation is intended and determined without reference to any rules of
attribution), the Corporation shall inform the Purported Transferee of its
obligations hereunder, including such Purported Transferee's obligations to pay
over to the Charitable Trust any and all dividends received with result to the
Trust Shares. In addition, the Board of Directors or a committee thereof shall
take such action as it or they deem advisable to refuse to give effect to or to
prevent such Transfer, including, but not limited to, refusing to give effect to
such Transfer on the books of the Corporation or instituting proceedings to
enjoin such Transfer and to receive any dividend erroneously paid and declaring
any votes erroneously cast to be retroactively invalid; provided, however, that
any Transfers (or, in the case of events other than a Transfer, ownership or
Constructive Ownership or Beneficial Ownership) in violation of subparagraph
(ix)(B)(1) shall automatically result in a transfer to the Charitable Trust as
described in subparagraph (C)(2), irrespective of any action (or non-action) by
the Board of Directors or committee.

          (2) If, notwithstanding the other provisions contained in subparagraph
(ix)(B)(1), at any time after the date of the Initial Placement and prior to the
Restriction Termination Date, there is a purported Transfer (whether or not such
Transfer is the result of a transaction entered into through the facilities of
the NYSE), change in the capital structure of the Corporation, or other event
such that one or more of the restrictions on ownership and transfers described
in subparagraph (ix)(B)(1) above has been violated, then the Series A Preferred
Shares being Transferred (or in the case of an event other than a Transfer, the
shares owned or Constructively Owned or Beneficially Owned) (the Person making
such Transfer being the "Purported Transferee") which would cause one or more of
the restrictions on ownership or transfer to be violated (rounded up to the
nearest whole share) (the "Trust Shares"), shall automatically be transferred to
the Corporation, as Trustee of a trust (the "Charitable Trust") for the
exclusive benefit of The American Cancer Society (the "Designated Charity"), an
organization described in Section 170(b)(1)(A) and 170(c) of the Code. The
Purported Transferee shall have no rights in such Trust Shares.

          (3) The Corporation, as Trustee of the Charitable Trust, may transfer
the shares held in such trust to a Person whose ownership of the shares will not
result in a violation of the ownership restrictions (a "Permitted Transferee").
If such a transfer is made, the interest of the Designated Charity will
terminate and proceeds of the sale will be payable to the Purported Transferee
and to the Designated Charity. The Purported Transferee will receive the lesser
of (1) the price paid by the Purported Transferee for the shares or, if the
Purported Transferee did not give value for the shares, the market price of the
shares as determined by the Board of Directors on the day of the event causing
the shares to be held in trust, and (2) the price per share received by the
Corporation, as Trustee, from the sale or other disposition of the shares held
in trust. The Designated Charity will receive any proceeds in excess of the
amount payable to the Purported Transferee. The Purported Transferee will not be
entitled to designate a Permitted Transferee.

          (4) All stock held in the Charitable Trust will be deemed to have been
offered for sale to the Corporation or its designee for a 90-day period, at the
lesser of the price paid for that stock by the Purported Transferee and the
market price on the date that the Corporation accepts the offer. This period
will commence on the date of the violative transfer, if the Purported Transferee
gives notice to the Corporation of the transfer, or the date that the Board of
Directors of the Corporation determines that a violative transfer occurred, if
no such notice is provided.

          (5) Any dividend or distribution paid prior to the discovery by the
Corporation that Series A Preferred Shares have been transferred in violation of
subparagraph (ix)(B)(1) shall be repaid to the Corporation upon demand and shall
be held in trust for the Designated Charity. Any dividend or distribution
declared but unpaid shall be rescinded as void ab initio with respect to such
shares of stock.

          (6) Subject to the preferential rights of the Series A Preferred
Shares, in the event of any voluntary or involuntary liquidation, dissolution or
winding up of, or any distribution of the assets of, the Corporation, the
Designated Charity shall be entitled to receive, ratably with each other holder
of Series A Preferred Shares, that portion of the assets of the Corporation
available for distribution to its stockholders as the number of Trust Shares
bears to the total number of shares of Series A Preferred Shares then
outstanding (including the Trust Shares). The Corporation, as Trustee, or if the
Corporation shall have been dissolved, any trustee appointed by the Corporation
prior to its dissolution, shall distribute to the Designated Charity, when
determined (or if not determined, or only partially determined, ratably to the
other holders of Series A Preferred Shares who have been determined and the
Designated Charity), any such assets received in respect of the Trust Shares in
any liquidation, dissolution or winding up of, or any distribution of the assets
of, the Corporation.

          (7) The Purported Transferee will not be entitled to vote any Series A
Preferred Shares it attempts to acquire, and any stockholder vote will be
rescinded if a Purported Transferee votes and the stockholder vote would have
been decided differently if such Purported Transferee's vote was not counted.

          (D) Notice of Restricted Transfer. Any Person who acquires or attempts
to acquire shares in violation of subparagraph (ix)(B)(1) or any Person who is a
Purported Transferee shall immediately give written notice to the Corporation of
such event and shall provide to the Corporation such other information as the
Corporation may request in order to determine the effect, if any, of such
Transfer or attempted Transfer on the Corporation's status as a REIT.

          (E) Owners Required To Provide Information. From the date of the
Initial Placement and prior to the Restriction Termination Date each Person who
is a Beneficial Owner or Constructive Owner of Series A Preferred Shares and
each Person (including the shareholder of record) who is holding Series A
Preferred Shares for a Beneficial Owner or Constructive Owner shall provide to
the Corporation such information as the Corporation may request, in good faith,
in order to determine the Corporation's status as a REIT.

          (F) Remedies Not Limited. Except as provided in subparagraph (ix)(M),
nothing contained in this paragraph (ix) shall limit the authority of the Board
of Directors to take such other action as it deems necessary or advisable to
protect the Corporation and the interests of its shareholders in preserving the
Corporation's status as a REIT.

          (G) Ambiguity. In the case of an ambiguity in the application of any
of the provisions of this paragraph (ix), including any definition contained in
subparagraph (ix)(A), the Board of Directors shall have the power to determine
the application of the provisions of this paragraph (ix) with respect to any
situation based on the facts known to it.

          (H) Modification of Ownership Limit. Subject to the limitations
provided in subparagraph (ix)(I), the Board of Directors may from time to time
increase the Ownership Limit and shall file Articles Supplementary with the
State Department of Assessments and Taxation of Maryland to evidence such
increase.

          (I) Limitations on Modifications.

          (1) The Ownership Limit may not be increased if, after giving effect
to such increase, five Persons who are Beneficial Owners (including ownership of
Common Stock for purposes of this subparagraph (ix)(I)(1)), Beneficially Own in
the aggregate, more than 49.0% in value of the outstanding shares of stock of
the Corporation.

          (2) Prior to the modification of the Ownership Limit pursuant to
subparagraph (ix)(H), the Board of Directors of the Corporation may require such
opinions of counsel, affidavits, undertakings or agreements as it may deem
necessary or advisable in order to determine or ensure the Corporation's status
as a REIT.

          (J) Legend. Each certificate for Series A Preferred Shares shall bear
a legend referring to the restrictions described above.

          (K) Termination of REIT Status. The Board of Directors shall take no
action to terminate the Corporation's status as a REIT or to amend the
provisions of this subparagraph (ix) until such time as (A) the Board of
Directors adopts a resolution recommending that the Corporation terminate its
status as a REIT or amend this subparagraph (ix), as the case may be, (B) the
Board of Directors presents the resolution at an annual or special meeting of
the shareholders and (C) such resolution is approved by holders of a majority of
the issued and outstanding Series A Preferred Shares.

          (L) Severability. If any provision of this paragraph (ix) or any
application of any such provision is determined to be invalid by any Federal or
state court having jurisdiction over the issues, the validity of the remaining
provisions shall not be affected and other applications of such provision shall
be affected only to the extent necessary to comply with the determination of
such court.

          (M) NYSE Settlement. Nothing in these Articles Supplementary shall
preclude the settlement of any transaction with respect to the Series A
Preferred Shares of the Corporation entered into through the facilities of the
New York Stock Exchange.

          (N) Exceptions. (i) The Board of Directors, in its sole discretion,
may exempt a Person from the Ownership Limit if such Person is not an individual
for purposes of Section 542(a)(2) of the Code and the Board of Directors obtains
such representations and undertakings from such Person as are reasonably
necessary to ascertain that no individual's Beneficial Ownership of such Series
A Preferred Shares will violate the Ownership Limit, and agrees that any
violation of such representations or undertaking (or other action which is
contrary to the restrictions contained in this paragraph (ix)) or attempted
violation will result in such Series A Preferred Shares automatically being
transferred to the Charitable Trust.

          (ii) Prior to granting any exception pursuant to subparagraph N, the
Board of Directors may require a ruling from the IRS, or an opinion of counsel,
in either case in form and substance satisfactory to the Board of Directors in
its sole discretion, as it may deem necessary or advisable in order to determine
or ensure the Corporation's status as a REIT.

          THIRD: These Articles Supplementary were adopted on October 7, 1997
without shareholder approval, as such approval was not required.

          FOURTH: These Articles Supplementary were duly adopted by the Board of
Directors.

          IN WITNESS WHEREOF, Chelsea GCA Realty, Inc. has caused these Articles
Supplementary to be executed and attested by its duly authorized officers this
13th day of October, 1997.

                                      CHELSEA GCA REALTY, INC.


                                       By:___________________________
                                           Leslie T. Chao
                                           President

Attest:


By: _______________________________
         Denise M. Elmer
         Secretary


          I Leslie T. Chao, President of Chelsea GCA Realty, Inc., hereby
acknowledge the foregoing Articles Supplementary of Chelsea GCA Realty, Inc. to
be the act of Chelsea GCA Realty, Inc., and to the best knowledge, information
and belief, these matters and facts are true in all material respects, and my
statement is made, under the penalties for perjury.


                                      -----------------------------------
                                         Leslie T. Chao
                                         President
<PAGE>

                            CHELSEA GCA REALTY, INC.

                             ARTICLES SUPPLEMENTARY

                                1,300,000 SHARES

               9% SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK

     Chelsea GCA Realty, Inc., a Maryland corporation (the "COMPANY"), hereby
certifies to the State Department of Assessments and Taxation of Maryland (the
"DEPARTMENT") that:

     FIRST: Pursuant to Article IV of the Articles of Amendment and Restatement
of Articles of Incorporation of the Company heretofore filed with the
Department, as amended (the "CHARTER"), 5,000,000 shares of preferred stock, par
value $0.01 per share ("PREFERRED STOCK"), have been authorized as a separate
class of stock.

     SECOND: Pursuant to the authority vested in the Board of Directors of the
Company (the "BOARD OF DIRECTORS") pursuant to Article IV of the Charter and by
Section 2-208(a) of the Maryland General Corporation Law (the "MGCL"), the Board
of Directors by resolutions duly adopted on August 31, 1999 designated and
authorized the issuance of a maximum of 1,300,000 shares of 9% Series B
Cumulative Redeemable Preferred Stock, set all of the preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends,
qualifications, terms and conditions of redemption and other terms and
conditions of such series of Preferred Stock, and designated the same as the "9%
Series B Cumulative Redeemable Preferred Stock."

     THIRD: The 9% Series B Cumulative Redeemable Preferred Stock of the Company
created by the resolutions duly adopted by the Board of Directors of the Company
and referred to in Article Second of these Articles Supplementary shall have the
following designation, number of shares, preferences and other rights, voting
powers, restrictions and limitations as to dividends, qualifications, terms and
conditions of redemption and other terms and conditions:

     Section 1. DESIGNATION AND NUMBER. A series of Preferred Stock designated
as "9% Series B Cumulative Redeemable Preferred Stock" (the "SERIES B PREFERRED
SHARES") is hereby established. The number of authorized shares of Series B
Preferred Shares shall be 1,300,000.

     SECTION 2. RANK. The Series B Preferred Shares will, with respect to
distributions and rights upon voluntary or involuntary liquidation, winding-up
or dissolution of the Company, rank senior to all classes or series of Common
Stock (as defined in the Charter) and to all classes or series of equity
securities of the Company now or hereafter authorized, issued or outstanding,
other than (x) the Company's 8-3/8% Series A Cumulative Redeemable Preferred
Stock (the "SERIES A PREFERRED SHARES") and (y) any other class or series of
equity securities of the Company expressly designated as ranking on a parity
with or senior to the Series B Preferred Shares as to distributions and rights
upon voluntary or involuntary liquidation, winding-up or dissolution of the
Company. For purposes of these Articles Supplementary, the term "PARITY SHARES"
shall refer to any class or series of equity securities of the Company now or
hereafter authorized, issued or outstanding expressly designated by the Company
to rank on a parity with Series B Preferred Shares with respect to distributions
and rights upon voluntary or involuntary liquidation, winding-up or dissolution
of the Company, including, without limitation, the Series A Preferred Shares,

     SECTION 3. DISTRIBUTIONS.

     (a) PAYMENT OF DISTRIBUTIONS. Subject to the rights of holders of Parity
Shares as to the payment of distributions, holders of Series B Preferred Shares
will be entitled to receive, when, as and if declared by the Board of Directors,
out of funds legally available for the payment of distributions, cumulative
preferential cash distributions at the rate per annum of 9% of the $50.00
liquidation preference per Series B Preferred Share; PROVIDED, HOWEVER, that in
addition to the foregoing, each holder of Series B Preferred Shares shall, as of
the date of its issuance, be entitled to receive, when, as and if declared by
the Board of Directors, out of funds legally available for the payment of
distributions, a preferential cash distribution in an amount equal to any
accrued and unpaid quarterly distributions attributable to the applicable Series
B Preferred Partnership Unit (as defined in the Agreement of Limited Partnership
of Chelsea GCA Realty Partnership, L.P., as amended through the date hereof (the
"PARTNERSHIP AGREEMENT")), whether or not declared, up to the date such Series B
Preferred Partnership Unit was validly exchanged into such Series B Preferred
Share in accordance with the provisions of the Partnership Agreement. Such
distributions shall be cumulative, shall accrue from the original date of
issuance and will be payable (i) quarterly in arrears for the three-month
periods ending on the day immediately preceding the first of each of March,
June, September and December of each year, commencing on December 1, 1999, and
(ii) in the event of a redemption of Series B Preferred Shares, on the exchange
date or redemption date, as applicable (each a "SERIES B PREFERRED SHARE
DISTRIBUTION PAYMENT DATE"). The amount of the distribution payable for any
period will be computed on the basis of a 360-day year of twelve 30-day months
and, for any period shorter than a full quarterly period for which distributions
are computed, the amount of the distribution payable will be computed based on
the ratio of the actual number of days elapsed in such period to ninety (90)
days. If any date on which distributions are to be made on the Series B
Preferred Shares is not a Business Day, then payment of the distribution to be
made on such date will be made on the next succeeding day that is a Business Day
(and without any interest or other payment in respect of any such delay) except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date. Distributions on the Series B
Preferred Shares will be made to the holders of record of the Series B Preferred
Shares on the relevant record dates, which will be fifteen (15) days prior to
the relevant Series B Preferred Share Distribution Payment Date (the "SERIES B
PREFERRED SHARE DISTRIBUTION RECORD DATE").

     The term "BUSINESS DAY" shall mean each day, other than a Saturday or
Sunday, which is not a day on which banking institutions in New York, New York
are authorized or required by law, regulation or executive order to close.

     (b) DISTRIBUTIONS CUMULATIVE. Distributions on the Series B Preferred
Shares will accrue whether or not declared, whether or not the terms and
provisions of any agreement of the Company at any time, including any agreement
relating to its indebtedness, prohibit the current authorization, payment or
setting aside for payment of distributions, whether or not the Company has
earnings, whether or not there are funds legally available for the payment of
such distributions and whether or not such distributions are authorized. Accrued
but unpaid distributions on the Series B Preferred Shares will accumulate as of
the Series B Preferred Share Distribution Payment Date on which they first
become payable. Accumulated and unpaid distributions will not bear interest.

     (c) PRIORITY AS TO DISTRIBUTIONS. (i) So long as any Series B Preferred
Shares are outstanding, no distribution of cash or other property shall be
authorized, declared, paid or set apart for payment on or with respect to any
class or series of Common Stock or any class or series of other stock of the
Company ranking junior as to the payment of distributions or rights upon
voluntary or involuntary dissolution, liquidation or winding-up of the Company
to the Series B Preferred Shares (collectively, "JUNIOR SHARES"), nor shall any
cash or other property be set aside for or applied to the purchase, redemption
or other acquisition for consideration of any Series B Preferred Shares, any
Parity Shares or any Junior Shares, unless, in each case, all distributions
accumulated on all Series B Preferred Shares and all classes and series of
outstanding Parity Shares have been paid in full. The foregoing sentence will
not prohibit (A) distributions payable solely in Junior Shares, (B) the exchange
or conversion of Junior Shares or Parity Shares into Junior Shares, or (C)
transfers to the Company of such Series B Preferred Shares, Parity Shares or
Junior Shares pursuant to Section 7(c) of these Articles Supplementary.

               (ii) So long as distributions have not been paid in full (or a
sum sufficient for such full payment is not irrevocably deposited in trust for
payment) upon the Series B Preferred Shares, all distributions authorized and
declared on the Series B Preferred Shares and all classes or series of
outstanding Parity Shares shall be authorized and declared so that the amount of
distributions authorized and declared per Series B Preferred Shares and such
other classes or series of Parity Shares shall in all cases bear to each other
the same ratio that accrued distributions per Series B Preferred Shares and such
other classes or series of Parity Shares (which shall not include any
accumulation in respect of unpaid distributions for prior distribution periods
if such classes or series of Parity Shares do not have cumulative distribution
rights) bear to each other.

     (d) NO FURTHER RIGHTS. Holders of the Series B Preferred Shares shall not
be entitled to any distributions, whether payable in cash, other property or
otherwise, in excess of the full cumulative distributions described herein.

     (e) NO QUARTERLY DISTRIBUTIONS. No quarterly distributions on the Series B
Preferred Shares shall be authorized by the Board of Directors or be paid or set
apart for payment by the Company at such time as the terms and provisions of any
agreement of the Company, including any agreement relating to its indebtedness,
prohibits such authorization, payment or setting apart for payment or provides
that such authorization, payment or setting apart for payment would constitute a
breach thereof or a default thereunder, or if such authorization or payment
shall be restricted or prohibited by law.

     SECTION 4. LIQUIDATION PROCEEDS.

     (a) DISTRIBUTIONS. Upon the voluntary or involuntary dissolution,
liquidation or winding-up of the Company, the holders of the Series B Preferred
Shares then outstanding, shall be entitled to receive in cash or property (at
its fair market value determined by the Board of Directors) and to be paid out
of the assets of the Company available for distribution to its stockholders,
before any payment or distribution shall be made on any Junior Shares, a
liquidation preference of $50.00 per Series B Preferred Share, plus accumulated
and unpaid quarterly distributions, if any, thereon to and including the date of
liquidation.

     (b) NOTICE. Written notice of any such voluntary or involuntary
liquidation, dissolution or winding-up of the Company, 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 days and not more than 60 days prior to the payment
date stated therein, to each record holder of the Series B Preferred Shares at
the respective addresses of such holders as the same shall appear on the
transfer records of the Company.

     (c) NO FURTHER RIGHTS. After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of Series B Preferred
Shares will have no right or claim to any of the remaining assets of the
Company.

     (d) CONSOLIDATION, MERGER OR CERTAIN OTHER TRANSACTIONS. Neither the sale,
lease or conveyance of all or substantially all of the property or business of
the Company, nor the merger or consolidation of the Company into or with any
other entity or the merger or consolidation of any other entity into or with the
Company, shall be deemed to be a dissolution, liquidation or winding up,
voluntary or involuntary, for the purposes hereof.

     (e) PRO RATA DISTRIBUTION. If, upon any voluntary or involuntary
dissolution, liquidation or winding up of the Company, the amounts payable with
respect to the preferred distributions on the Series B Preferred Shares and the
Parity Shares are not paid in full, the holders of the Series B Preferred
Shares and any other Parity Shares shall share ratably in any such distribution
of assets of the Company in proportion to the full respective preference amounts
to which they would otherwise be respectively entitled.

     SECTION 5. OPTIONAL REDEMPTION.

     (a) RIGHT OF OPTIONAL REDEMPTION. The Series B Preferred Shares may not be
redeemed prior to September 3, 2004. On or after such date, the Company shall
have the right to redeem the Series B Preferred Shares, in whole or in part, at
any time or from time to time, upon not less than 30 days nor more than 60 days
written notice, at a redemption price, payable in cash, equal to the liquidation
preference of $50.00 per Series B Preferred Share plus all accumulated and
unpaid distributions, if any (the "SERIES B REDEMPTION PRICE"). If fewer than
all of the outstanding Series B Preferred Shares are to be redeemed, the Series
B Preferred Shares to be redeemed shall be selected pro rata (as nearly as
practicable without creating fractional units).

     (b) LIMITATION ON REDEMPTION. (i) The Series B Redemption Price (other than
the portion thereof consisting of accumulated but unpaid distributions) will be
payable solely out of the sale proceeds of capital stock of the Company and from
no other source. For purposes of the preceding sentence, "CAPITAL STOCK" means
any equity securities (including Common Stock and Preferred Stock (as such terms
are defined in the Charter)), shares, depository shares, participation or other
ownership interests (however designated) and any rights (other than debt
securities convertible into or exchangeable for equity securities) or options to
purchase any of the foregoing.

               (ii) The Company may not redeem fewer than all of the outstanding
Series B Preferred Shares unless all accumulated and unpaid distributions have
been paid on all Series B Preferred Shares for all quarterly distribution
periods terminating on or prior to the date of redemption.

     (c) PROCEDURES FOR REDEMPTION. (i) Notice of redemption will be mailed by
the Company, by certified mail, postage prepaid, not less than 30 days nor more
than 60 days prior to the redemption date, addressed to the respective holders
of record of the Series B Preferred Shares at their respective addresses as they
appear on the records of the Company. No failure to give or defect in such
notice shall affect the validity of the proceedings for the redemption of any
Series B Preferred Shares except as to the holder to whom such notice was
defective or not given. In addition to any information required by law, each
such notice shall state: (a) the redemption date, (b) the Series B Redemption
Price, (c) the aggregate number of Series B Preferred Shares to be redeemed and
if fewer than all of the outstanding Series B Preferred Shares are to be
redeemed, the number of Series B Preferred Shares to be redeemed held by such
holder, which number shall equal such holder's pro rata share (based on the
percentage of the aggregate number of outstanding Series B Preferred Shares that
the total number of Series B Preferred Shares held by such holder represents) of
the aggregate number of Series B Preferred Shares to be redeemed, (d) the place
or places where such Series B Preferred Shares are to be surrendered for payment
of the Series B Redemption Price, (e) that distributions on the Series B
Preferred Shares to be redeemed will cease to accumulate on such redemption date
and (f) that payment of the Series B Redemption Price will be made upon
presentation and surrender of such Series B Preferred Shares.

               (ii) If the Company gives a notice of redemption in respect of
Series B Preferred Shares (which notice will be irrevocable) then, by 12:00
noon, New York City time, on the redemption date, the Company will deposit
irrevocably in trust for the benefit of the holders of the Series B Preferred
Shares being redeemed funds sufficient to pay the applicable Series B Redemption
Price and will give irrevocable instructions and authority to pay such Series B
Redemption Price to the holders of the Series B Preferred Shares upon surrender
of the Series B Preferred Shares by such holders at the place designated in the
notice of redemption. If the Series B Preferred Shares are evidenced by a
certificate and if fewer than all Series B Preferred Shares evidenced by any
certificate are being redeemed, a new certificate shall be issued upon surrender
of the certificate evidencing all Series B Preferred Shares, evidencing the
unredeemed Series B Preferred Shares without cost to the holder thereof. On and
after the date of redemption, distributions will cease to accumulate on the
Series B Preferred Shares or portions thereof called for redemption, unless the
Company defaults in the payment thereof. If any date fixed for redemption of
Series B Preferred Shares is not a Business Day, then payment of the Series B
Redemption Price payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay) except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date fixed for
redemption. If payment of the Series B Redemption Price is improperly withheld
or refused and not paid by the Company, distributions on such Series B Preferred
Shares will continue to accumulate from the original redemption date to the date
of payment, in which case the actual payment date will be considered the date
fixed for redemption for purposes of calculating the applicable Series B
Redemption Price.

     (d) STATUS OF REDEEMED STOCK. Any Series B Preferred Stock that shall at
any time have been redeemed shall, after such redemption, have the status of
authorized but unissued Preferred Stock, without designation as to class or
series until such shares are once more designated as part of a particular class
or series by the Board of Directors.

     Section 6. VOTING RIGHTS.

     (a) GENERAL. Holders of the Series B Preferred Shares will not have any
voting rights, except as set forth below:

     (b) RIGHT TO ELECT DIRECTORS. If the sum of (i) the number of quarterly
dividends (whether or not consecutive) payable on Series B Preferred Shares that
are in arrears and (ii) the number of unpaid quarterly distributions
attributable to the applicable Series B Preferred Partnership Units for which
such Series B Preferred Shares were exchanged and for which the holder of such
shares is hereunder entitled to distributions equals or exceeds six (a
"PREFERRED DISTRIBUTION DEFAULT"), the number of directors then constituting the
Board of Directors will be automatically increased by two (2), and the holders
of the Series B Preferred Shares, voting together as a single class with the
holders of any other class or series of Parity Shares upon which like voting
rights have been conferred and are exercisable (the Series B Preferred Shares
and any such other class or series, the "VOTING PREFERRED STOCK"), will have the
right to elect at any annual meeting of stockholders or a properly called
special meeting of the holders of record of at least 20% of Voting Preferred
Stock two (2) additional directors who are nominees of any holder of Voting
Preferred Stock to serve on the Board of Directors (each such director, a
"PREFERRED STOCK DIRECTOR"), which rights shall continue until all such accrued
by unpaid distributions have been authorized and paid or irrevocably set aside
in trust for payment. At any such special meeting, all of the holders of the
Voting Preferred Stock, by a plurality vote, voting together as a single class
without regard to series, will be entitled to elect two (2) directors on the
basis of one vote per $50.00 of liquidation preference to which such Voting
Preferred Stock are entitled by their terms (excluding amounts in respect of
accumulated and unpaid dividends) and not cumulatively. At such time as all such
accrued but unpaid distributions have been authorized and paid or irrevocably
set aside in trust for payment, the right of the holders of the Voting Preferred
Stock to elect such additional two (2) directors shall cease (but subject to
revesting in the event of each and every Preferred Distribution Default), and
the terms of office of all persons elected as directors by the holders of the
Voting Preferred Stock shall forthwith terminate and the number of the Board of
Directors shall automatically be reduced accordingly. At any time after the
voting power described in this Section 6(b) shall have been so vested in the
holders of shares of Voting Preferred Stock and prior to the termination of such
voting power, the Secretary of the Company may, and upon the written request of
at least 20% of the Series B Preferred Shares (addressed to the Secretary at the
principal office of the Company) shall, call a special meeting of the holders of
the Voting Preferred Stock for the election of the two (2) directors to be
elected by them as herein provided; such call to be made by notice similar to
that provided in the Bylaws of the Company for a special meeting of the
stockholders or as required by law. If any such special meeting required to be
called as provided in the immediately preceding sentence shall not be called by
the Secretary within twenty (20) days after receipt of any such request, then
the holders of at least 20% of shares of Voting Preferred Stock may call such
meeting, upon the notice above provided, and for that purpose shall have access
to the stock books of the Company. The directors elected at any such special
meeting shall serve until the next annual meeting of the stockholders or special
meeting held in lieu thereof and until their respective successors are duly
elected and qualified, if such directorship shall not have previously terminated
as above provided. Any Preferred Stock Director may be removed at any time with
or without cause by the vote of, and shall not be removed otherwise than by a
vote of, the holders of record of two-thirds of the outstanding the Voting
Preferred Shares when they have the voting rights set forth in this Section 6(b)
(voting together as a single class with all other series of Parity Shares upon
which like voting rights have been conferred and are exercisable). So long as a
Preferred Distribution Default shall continue, any vacancy in the office of a
Preferred Stock Director may be filled by written consent of the Preferred Stock
Director remaining in office, or if none remains in office, by a vote of the
holders of record of a majority of the outstanding Voting Preferred Shares when
they have the voting rights set forth in this Section 6(b) (voting together as a
single class with all other series of Parity Shares upon which like voting
rights have been conferred and are exercisable).

     (c) CERTAIN OTHER VOTING RIGHTS. So long as any Series B Preferred Shares
and Series B Preferred Units remain outstanding, the Company shall not, without
the affirmative vote or consent of the holders of at least two-thirds of the
outstanding Series B Preferred Shares and Series B Preferred Units (together, as
applicable, voting as a single class) (i) authorize or create, or increase the
authorized or issued amount of, any class or series of stock ranking senior to
the Series B Preferred Shares with respect to payment of distributions or rights
upon liquidation, dissolution or winding-up of the Company or reclassify any
stock of the Company into any such senior stock, or create, authorize or issue
any obligations or securities convertible into or evidencing the right to
purchase any such senior stock, (ii) authorize or create, or increase the
authorized or issued amount of any Parity Shares or reclassify any stock of the
Company into any such Parity Shares or create, authorize or issue any
obligations or securities convertible into or evidencing the right to purchase
any such Parity Shares, but only to the extent such Parity Shares are issued to
an affiliate of the Company (any such authorization, issuance or
reclassification an "AFFILIATE PARITY PLACEMENT"), except that the Company may
effect any Affiliate Parity Placement to the extent such placement is upon terms
no more favorable to such affiliate of the Company than those that the Company,
in the good faith determination of the disinterested members of its Board of
Directors, would be willing to offer to an unrelated party in an arm's length
transaction, or (iii) either consolidate, merge into or with, or convey,
transfer or lease its assets substantially as an entirety to, any Company or
other entity or amend, alter or repeal the provisions of the Charter (including,
without limitation, these Articles Supplementary) or Bylaws, whether by merger,
consolidation or otherwise, in each case in a manner that would materially and
adversely affect the powers, special rights, preferences, privileges or voting
power of the Series B Preferred Shares or the holders thereof; PROVIDED,
HOWEVER, that with respect to the occurrence of any event set forth in (iii)
above, so long as (A) the Company is the surviving entity and the Series B
Preferred Shares remain outstanding (or exchangeable for Series B Preferred
Units) with the terms thereof unchanged, or (B) the resulting, surviving or
transferee entity qualifies as a real estate investment trust and is organized
under the laws of any state and substitutes, for the Series B Preferred Shares,
other interests in such entity having substantially the same terms and rights as
the Series B Preferred Shares, including with respect to distributions, voting
rights and rights upon liquidation, dissolution or winding-up, then the
occurrence of any such event shall not be deemed to materially and adversely
affect such rights, privileges or voting powers of the holders of the Series B
Preferred Shares; and PROVIDED FURTHER that any increase in the amount of
Preferred Stock or the creation or issuance of any other class or series of
Preferred Stock, in each case ranking either (y) junior to the Series B
Preferred Shares with respect to payment of distributions and the distribution
of assets upon liquidation, dissolution or winding-up or (z) on a parity with
the Series B Preferred Shares with respect to payment of distributions and the
distribution of assets upon liquidation, dissolution or winding up to the extent
such Preferred Stock is not issued to an affiliate of the Company, shall not be
deemed to materially and adversely affect such rights, preferences, privileges
or voting powers.

     The foregoing voting provision will not apply if, at or prior to the time
when the act with respect to which such vote would otherwise be required shall
be effected, (A) all outstanding Series B Preferred Units shall have either been
exchanged, redeemed or called for redemption and sufficient funds shall have
been deposited in trust to effect such redemption and (B) all outstanding Series
B Preferred Shares shall have been redeemed or called for redemption and
sufficient funds shall have been deposited in trust to effect such redemption.

     (d) ONE VOTE PER SHARE. On each matter submitted to a vote of the holders
of Series B Preferred Shares, or as otherwise required by law, each Series B
Preferred Share shall be entitled to one vote. With respect to each Series B
Preferred Share, the holder thereof may designate a proxy, with each such proxy
having the right to vote on behalf of the holder.

     SECTION 7. RESTRICTIONS ON OWNERSHIP. (a) DEFINITIONS. The following terms
shall have the following meanings:

               (i) "BENEFICIAL OWNERSHIP" shall mean ownership of the Series B
Preferred Shares by a Person who would be treated as an owner of such Series B
Preferred Shares either directly or constructively through the application of
Section 544 of the Code, as modified by Section 856(h) of the Code. The terms
"Beneficial Owner," "Beneficially Owns," "Beneficially Owning" and "Beneficially
Owned" shall have the correlative meanings.

               (ii) "CODE" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

               (iii) "CONSTRUCTIVE OWNERSHIP" shall mean ownership of Series B
Preferred Shares by a Person who would be treated as an owner of such Series B
Preferred Shares either directly or constructively through the application of
Section 318 of the Code, as modified by Section 856(d)(5) of the Code. The terms
"Constructive Owner," "Constructively Owns," "Constructively Owning" and
"Constructively Owned" shall have the correlative meanings.

               (iv) "OWNERSHIP LIMIT" shall initially mean 7.0% of the
outstanding Series B Preferred Shares of the Company.

               (v) "PERSON" shall mean an individual, corporation, partnership,
estate, trust, a portion of a trust permanently set aside for or to be used
exclusively for the purposes described in Section 642(c) of the Code,
association, private foundation within the meaning of Section 509(a) of the
Code, joint stock company or other entity and also includes a group as that term
is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended; but does not include an underwriter which participates in a public
offering of the Series B Preferred Shares provided that the ownership of Series
B Preferred Shares by such underwriter would not result in the Company failing
to qualify as a REIT.

               (vi) "REIT" shall mean a Real Estate Investment Trust under
Section 856 of the Code.

               (vii) "RESTRICTION TERMINATION DATE" shall mean the first day on
which the Board of Directors of the Company determines that it is no longer in
the best interests of the Company to attempt to, or continue to, qualify as a
REIT.

               (viii) "TRANSFER" shall mean any sale, transfer, gift,
assignment, devise or other disposition of Series B Preferred Shares or the
right to vote or receive distributions on Series B Preferred Shares (including
(A) the granting of any option or entering into any agreement for the sale,
transfer or other disposition of Series B Preferred Shares or the right to vote
or receive distributions on Series B Preferred Shares or (B) the sale, transfer,
assignment or other disposition or grant of any securities or rights convertible
into or exchangeable for Series B Preferred Shares, or the right to vote or
receive dividends on Series B Preferred Shares), whether voluntary or
involuntary, whether of record or Beneficially or Constructively (including
transfers of interests in other entities which result in changes in Beneficial
or Constructive Ownership of Series B Preferred Shares), and whether by
operation of law or otherwise.

     (b) RESTRICTIONS. (i) During the period prior to the Restriction
Termination Date: (A) no Person shall Beneficially Own any Series B Preferred
Shares in excess of the Ownership Limit; (B) no Person shall Beneficially Own
any Series B Preferred Shares if, as a result of such Beneficial Ownership, the
Series B Preferred Shares and Common Stock of the Company would be Beneficially
Owned by less than 100 Persons (determined without reference to the rules of
attribution under Section 544 of the Code); (C) no Person shall Beneficially Own
any shares if, as a result of such Beneficial Ownership, the Company would be
"closely held" within the meaning of Section 856(h) of the Code; and (D) no
Person shall Constructively Own any shares if, as a result of such Constructive
Ownership, the Company would fail to qualify as a REIT.

               (ii) Any Transfer that would result in a violation of the
restrictions in Section 7(b)(i) shall be void ab initio as to the Transfer of
such Series B Preferred Shares that would cause the violation of the applicable
restriction in Section 7(b)(i), and the intended transferee shall acquire no
rights in such Series B Preferred Shares.

     (c) REMEDIES FOR BREACH. (i) If the Board of Directors or a committee
thereof shall at any time determine in good faith that a Transfer or other event
has taken place in violation of Section 7(b)(i) or that a Person intends to
acquire or has attempted to acquire Beneficial Ownership or Constructive
Ownership of any shares of the Company that will result in violation of Section
7(b)(i) (whether or not such violation is intended and detemined without
reference to any rules of attribution), the Company shall inform the Purported
Transferee (as defined below) of its obligations hereunder, including such
Purported Transferee's obligations to pay over to the Charitable Trust (as
defined below) any and all distributions received with respect to the Trust
Shares (as defined below). In addition, the Board of Directors or a committee
thereof shall take such action as it or they deem advisable to refuse to give
effect to or to prevent such Transfer, including, but not limited to, refusing
to give effect to such Transfer on the books of the Company or instituting
proceedings to enjoin such Transfer and to receive any dividend erroneously paid
and declaring any votes erroneously cast to be retroactively invalid; PROVIDED,
HOWEVER, that any Transfers (or, in the case of events other than a Transfer,
ownership or Constructive Ownership or Beneficial Ownership) in violation of
Section 7(b)(i) shall automatically result in a transfer to the Charitable Trust
as described in Section 7(c)(ii), irrespective of any action (or non-action) by
the Board of Directors or committee.

               (ii) If, notwithstanding the other provisions contained in
Section 7(b)(i), at any time prior to the Restriction Termination Date, there is
a purported Transfer (whether or not such Transfer is the result of a
transaction entered into through the facilities of the NYSE), change in the
capital structure of the Company, or other event such that one or more of the
restrictions on ownership and transfers described in Section 7(b)(i) above has
been violated, then the Series B Preferred Shares being Transferred (or in the
case of an event other than a Transfer, the shares owned or Constructively Owned
or Beneficially Owned) (the Person making such Transfer being the "PURPORTED
TRANSFEREE") which would cause one or more of the restrictions on ownership or
transfer to be violated (rounded up to the nearest whole share) (the "TRUST
SHARES"), shall automatically be transferred to the Company, as Trustee of a
trust (the "CHARITABLE TRUST") for the exclusive benefit of The American Cancer
Society (the "DESIGNATED CHARITY"), an organization described in Section 170(b)
(1) (A) and 170(c) of the Code. The Purported Transferee shall have no rights in
such Trust Shares.

               (iii) The Company, as Trustee of the Charitable Trust, may
transfer the shares held in such trust to a Person whose ownership of the shares
will not result in a violation of the ownership restrictions (a "PERMITTED
TRANSFEREE"). If such a transfer is made, the interest to the Designated Charity
will terminate and proceeds of the sale will be payable to the Purported
Transferee and, as described in the penultimate sentence of this Section
7(c)(iii), to the Designated Charity. The Purported Transferee will receive the
lesser of (A) the price paid by the Purported Transferee for the shares or, if
the Purported Transferee did not give value for the shares, the market price of
the shares as determined by the Board of Directors on the day of the event
causing the shares to held in trust, and (B) the price per share received by the
Company, as Trustee, from the sale or other disposition of the shares held in
trust. The Designated Charity will receive any proceeds in excess of the amount
payable to the Purported Transferee. The Purported Transferee will not be
entitled to designate a Permitted Transferee.

               (iv) All stock held in the Charitable Trust will be deemed to
have been offered for sale to the Company or its designee for a 90-day period,
at the lesser of the price paid for that stock by the Purported Transferee and
the market price on the date that the Company accepts the offer. This period
will commence on the date of the violative transfer, if the Purported Transferee
gives notice to the Company of the transfer, or the date that the Board of
Directors of the Company determines that a violative transfer occurred, if no
such notice is provided.

               (v) Any dividend or distribution paid prior to the discovery by
the Company that Series B Preferred Shares have been transferred in violation of
Section 7(b)(i) shall be repaid to the Company upon demand and shall be held in
trust for the Designated Charity. Any dividend or distribution declared but
unpaid shall be rescinded as void ab initio with respect to such shares of
stock.

               (vi) Subject to the preferential rights of the Series B Preferred
Shares, in the event of any voluntary or involuntary liquidation, dissolution or
winding up of, or any distribution of the assets of, the Company, the Designated
Charity shall be entitled to receive, ratably with each other holder of Series B
Preferred Shares, that portion of the assets of the Company available for
distribution to its stockholders as the number of Trust Shares bears to the
total number of Series B Preferred Shares then outstanding (including the Trust
Shares). The Company, as Trustee, or if the Company shall have been dissolved,
any trustee appointed by the Company prior to its dissolution, shall distribute
to the Designated Charity, when determined (or if not determined, or only
partially determined, ratably to the other holders of Series B Preferred Shares
who have been determined and the Designated Charity), any such assets received
in respect of the Trust Shares in any liquidation, dissolution or winding up of,
or any distribution of the assets of, the Company.

               (vii) The Purported Transferee will not be entitled to vote any
Series B Preferred Shares it attempts to acquire, and any stockholder vote will
be rescinded if a Purported Transferee votes and the stockholder vote would have
been decided differently if such Purported Transferee's vote was not counted.

     (d) NOTICE OF RESTRICTED TRANSFER. Any Person who acquires or attempts to
acquire shares in violation of Section 7(b)(i) or any Person who is a Purported
Transferee shall immediately give written notice to the Company of such event
and shall provide to the Company such other information as the Company may
request in order to determine the effect, if any, of such Transfer or attempted
Transfer on the Company's status as a REIT.

     (e) OWNERS REQUIRED TO PROVIDE INFORMATION. Prior to the Restriction
Termination Date, each Person who is a Beneficial Owner or Constructive Owner of
Series B Preferred Shares and each Person (including the stockholder of record)
who is holding Series B Preferred Shares for a Beneficial Owner or Constructive
Owner shall provide to the Company such information as the Company may request,
in good faith, in order to determine the Company's status as a REIT.

     (f) REMEDIES NOT LIMITED. Except as provided in Section 7(m), nothing
contained in this Section 7 shall limit the authority of the Board of Directors
to take such other action as it deems necessary or advisable to protect the
Company and the interests of its stockholders in preserving the Company's status
as a REIT.

     (g) AMBIGUITY. In the case of an ambiguity in the application of any of the
provisions of this Section 7, including any definition contained in Section
7(a), the Board of Directors shall have the power to determine the application
of the provisions of this Section 7 with respect to any situation based on the
facts known to it.

     (h) MODIFICATION OF OWNERSHIP LIMIT. Subject to the limitations provided in
Section 7(i), the Board of Directors may from time to time increase the
Ownership Limit and shall file Articles Supplementary with the State Department
of Assessments and Taxation of Maryland to evidence such increase.

     (i) LIMITATIONS ON MODIFICATIONS.

               (i) The Ownership Limit may not be increased if, after giving
effect to such increase, five (5) Persons who are Beneficial Owners (including
ownership of Common Stock for purposes of this Section 7(i)(i)), Beneficially
Own in the aggregate, more than 49.0% in value of the outstanding shares of
stock of the Company.

               (ii) Prior to the modification of the Ownership Limit pursuant to
Section 7(h), the Board of Directors of the Company may require such opinions of
counsel, affidavits, undertakings or agreements as it may deem necessary or
advisable in order to determine or ensure the Company's status as a REIT.

     (j) LEGEND. Each certificate for Series B Preferred Shares shall bear a
legend referring to the restrictions described above.

     (k) TERMINATION OF REIT STATUS. The Board of Directors shall take no action
to terminate the Company's status as a REIT or to amend the provisions of this
Section 7 until such time as (i) the Board of Directors adopts a resolution
recommending that the Company terminate its status as a REIT or amend this
Section 7, as the case may be, (ii) the Board of Directors presents the
resolution at an annual or special meeting of the stockholders and (iii) such
resolution is approved by holders of a majority of the issued and outstanding
Series B Preferred Shares.

     (1) SEVERABILITY. If any provision of this Section 7 or any application of
any such provision is determined to be invalid by any Federal or State court
having jurisdiction over the issues, the validity of the remaining provisions
shall not be affected and other applications of such provision shall be affected
only to the extent necessary to comply with the determination of such court.

     (m) NYSE SETTLEMENT. Nothing in these Articles Supplementary shall preclude
the settlement of any transaction with respect to the Series B Preferred Shares
of the Company entered into through the facilities of the New York Stock
Exchange.

     (n) EXCEPTIONS. (i) The Board of Directors, in its sole discretion, may
exempt a Person from the Ownership Limit if the Board of Directors obtains such
representations and undertakings from such Person as are, in the sole discretion
of the Company, reasonably necessary to ascertain that the Series B Preferred
Shares Beneficially Owned by any "individual" (as used for the purposes of
Section 542(a)(2) of the Code as modified by Section 856(h)(3) of the Code) will
not result in such individual's Beneficially Owning more than 7.0% of the value
of the outstanding stock of the Company, and agrees that any violation of such
representations or undertaking (or other action which is contrary to the
restrictions contained in this Section 7) or attempted violation will result in
such Series B Preferred Shares automatically being transferred to the Charitable
Trust.

               (ii) Prior to granting any exception pursuant to Section 7(n),
the Board of Directors may require a ruling from the IRS, or an opinion of
counsel, in either case in form and substance satisfactory to the Board of
Directors in its sole discretion, as it may deem necessary or advisable in order
to determine or ensure the Company's status as a REIT.

     Section 8. NO CONVERSION RIGHTS. The holders of the Series B Preferred
Shares shall not have any rights to convert such Series B Preferred Shares into
any other class of capital stock of the Company or any other interest in the
Company.

     SECTION 9. NO SINKING FUND. No sinking fund shall be established for the
retirement or redemption of the Series B Preferred Shares.

     FOURTH: The Series B Preferred Shares have been classified and designated
by the Board of Directors under the authority contained in the Charter.

     FIFTH: These Articles Supplementary have been approved by the Board of
Directors in the manner and by the vote required by law.

     SIXTH: The undersigned President of the Company acknowledges these Articles
Supplementary to be the corporate act of the Company and, as to all matters or
facts required to be verified under oath, the undersigned President acknowledges
that to the best of her knowledge, information and belief, these matters and
facts are true in all respects and that this statement is made under the
penalties for perjury.

        [The remainder of this page has been intentionally left blank.]
<PAGE>

     IN WITNESS WHEREOF, Chelsea GCA Realty, Inc. has caused these Articles
Supplementary to be executed and attested by its duly authorized officers this
3rd day of September 1999.

                              CHELSEA GCA REALTY, INC.

                              By:
                                 -----------------------------
                                  Leslie T. Chao
                                  President

Attest:

By:
   ------------------------
    Denise M. Elmer
    Secretary

     I, Leslie T. Chao, President of Chelsea GCA Realty, Inc., hereby
acknowledge the foregoing Articles Supplementary of Chelsea GCA Realty, Inc. to
be the act of Chelsea GCA Realty, Inc., and to the best knowledge, information
and belief, these matters and facts are true in all material respects, and my
statement is made, under the penalties for perjury.


                                      --------------------------
                                        Leslie T. Chao
                                        President

                              ARTICLES OF AMENDMENT
                          OF ARTICLES OF INCORPORATION
                                       OF
                            CHELSEA GCA REALTY, INC.

                             ______________________



          Chelsea GCA Realty, Inc., a Maryland corporation, hereby certifies to
the State Department of Assessments and Taxation of Maryland, that:

          1. Article I of the Articles of Incorporation of the Corporation,
filed with the State Department of Assessments and Taxation of Maryland on
August 24, 1993, as heretofore amended and restated, is hereby amended to read
as follows:

                                    ARTICLE I

                                      NAME


               The name of the Corporation shall be CHELSEA PROPERTY GROUP, INC.
(the "Corporation").

          2. The amendment of the charter of the Corporation has been approved
by a majority of the entire Board of Directors since the amendment is limited to
a change expressly authorized by ss.2-605 of the Maryland General Corporation
Law.

          3. These Articles of Amendment shall BE EFFECTIVE DECEMBER 29, 2000.

          IN WITNESS WHEREOF, we the undersigned President and Secretary hereby
swear under penalties of perjury that the foregoing Articles of Amendment of
Articles of Incorporation of Chelsea GCA Realty, Inc. is a corporate act of
Chelsea GCA Realty, Inc. and have caused these Articles of Amendment to be
executed and attested this 30th day of December, 2000.


                                   CHELSEA GCA REALTY, INC.


                                   By: /s/ Leslie T. Chao
                                       -------------------------------
                                       Leslie T. Chao, President

Attest:

/s/ Denise M. Elmer
--------------------------
Denise M. Elmer, Secretary



                              ARTICLES OF AMENDMENT
                          OF ARTICLES OF INCORPORATION
                                       OF
                          CHELSEA PROPERTY GROUP, INC.

                             ______________________

          Chelsea Property Group, Inc., a Maryland corporation, hereby certifies
to the State Department of Assessments and Taxation of Maryland, that:

          1. Paragraph A of Article IV of The Articles of Incorporation of the
Corporation, filed with the State Department of Assessments and Taxation of
Maryland on August 24, 1993, as heretofore amended and restated, is hereby
amended to read as follows:

                                   ARTICLE IV

          A. The total number of shares of all classes of capital stock that the
          Corporation shall have authority to issue is 120 million shares,
          consisting of 100 million shares of Common Stock with a par value of
          $.01 per share (the "Common Stock"), amounting in the aggregate to par
          value of $1,000,000, 15 million Excess Shares with a par value of $.01
          per share (the "Excess Shares"), amounting in the aggregate to par
          value of $150,000 and 5 million shares of Preferred Stock with a par
          value of $.01 per share (the "Preferred Stock"), amounting in the
          aggregate to par value of $50,000.

          2. The amendment of the charter of the Corporation set forth above has
been approved by the stockholders of the Corporation on January 16, 2003.

          IN WITNESS WHEREOF, we the undersigned President and Secretary hereby
swear under penalties of perjury that the foregoing Articles of Amendment of
Articles of Incorporation of Chelsea Property Group, Inc. is a corporate act of
Chelsea Property Group, Inc. and have caused these Articles of Amendment to be
executed and attested this 16th day of January, 2003.



                                   CHELSEA PROPERTY GROUP, INC.

                                   By: /s/ Leslie T. Chao
                                      ----------------------------
                                      Leslie T. Chao, President

Attest:

/s/ Denise M. Elmer
--------------------------
Denise M. Elmer, Secretary