Exhibit 3.1


                                     SECOND
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                            AMERICAN LAND LEASE, INC.

                  The undersigned,  Robert Blatz, certifies that he is the Chief
Operating  Officer and  Secretary of American  Land Lease,  Inc., a  corporation
organized   and  existing   under  the  laws  of  the  State  of  Delaware  (the
"Corporation"), and does hereby further certify as follows:

                  (1) The name of the Corporation is American Land Lease, Inc.

                  (2) The  name  under  which  the  Corporation  was  originally
         incorporated   was  Asset   Investors   Corporation  and  the  original
         Certificate  of  Incorporation  of the  Corporation  was filed with the
         Secretary of State of the State of Delaware on March 26, 1999.

                  (3)  This  Restated  Certificate  of  Incorporation  was  duly
         adopted by in accordance with the provisions of Sections 242 and 245 of
         the General Corporation Law of the State of Delaware.

                  (4) The text of the Restated  Certificate of  Incorporation of
         the  Corporation as amended hereby is restated to read in its entirety,
         as follows:

                  FIRST:  The  name of the Corporation is  American Land  Lease,
Inc. (hereinafter, the "Corporation").

                  SECOND:  Address.  The address of the registered office of the
Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the
City of Wilmington,  County of New Castle.  The name of its registered  agent at
that address is Corporation Service Company.




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                  THIRD:  Purpose.  The  purposes for which the  Corporation  is
formed  are  to  engage  in  any  lawful  act or  activity  (including,  without
limitation or obligation, engaging in business as a real estate investment trust
under the Code (as defined in Article  SEVENTH)) for which  corporations  may be
organized  under the  General  Corporation  Law of the State of  Delaware as set
forth  in  Title 8 of the  Delaware  Code  (the  "GCL").  For  purposes  of this
Certificate,  "REIT" means a real estate  investment trust as defined in Section
856 of the Code.

                  FOURTH:  Stock.

                  4.1 The total number of shares of stock which the  Corporation
shall have authority to issue is 13,000,000 shares of capital stock,  consisting
of  12,000,000  shares of  Common  Stock,  each  having a par value of $.01 (the
"Common  Stock"),  and 1,000,000  shares of Preferred  Stock, par value $.01 per
share (the "Preferred Stock").

                  4.2 Shares of Preferred  Stock may be issued from time to time
in one or more classes or series as may be  determined  from time to time by the
Board  of  Directors  of the  corporation,  each  such  class  or  series  to be
distinctly  designated.  Except in respect of the particulars fixed by the Board
of  Directors  for classes or series  provided  for by the Board of Directors as
permitted hereby, all shares of Preferred Stock shall be of equal rank and shall
be identical.  All shares of any one series of Preferred  Stock so designated by
the Board of Directors shall be alike in every particular, except that shares of
any one series  issued at different  times may differ as to the dates from which
dividends  thereon shall be cumulative.  The voting rights, if any, of each such
class or series and the  preferences and relative,  participating,  optional and
other  special  rights of each  such  class or  series  and the  qualifications,

<PAGE>

limitations and restrictions  thereof,  if any, may differ from those of any and
all other classes or series at any time outstanding;  and the Board of Directors
of the Corporation is hereby expressly  granted authority to fix, by resolutions
duly adopted prior to the issuance of any shares of a particular class or series
of Preferred  Stock so  designated,  preferences  and  relative,  participating,
optional  and other  special  rights  and the  qualifications,  limitations  and
restrictions  of such  class or  series,  including  but  without  limiting  the
generality of the foregoing, the following:

                  (A) The  distinctive  designation of, and the number of shares
         of Preferred Stock which shall  constitute,  such class or series,  and
         such number may be increased  (except where  otherwise  provided by the
         Board of  Directors)  or decreased  (but not below the number of shares
         thereof then outstanding) from time to time by like action of the Board
         of Directors;

                  (B) The rate and time at which,  and the terms and  conditions
         upon  which,  dividends,  if any, on  Preferred  Stock of such class or
         series shall be paid,  the extent of the  preferences  or relation,  if
         any, of such  dividends to the dividends  payable on any other class or
         classes,  or series of the same or other  classes of stock and  whether
         such dividends shall be cumulative or non-cumulative;

                  (C) The right,  if any, of the holders of  Preferred  Stock of
         such class or series to convert  the same into,  or  exchange  the same
         for,  shares of any other class or classes or of any series of the same
         or any other class or classes of stock and the terms and  conditions of
         such conversion or exchange;

                  (D)  Whether  or not  Preferred  Stock of such class or series
         shall be subject to redemption,  and the redemption price or prices and
         the time or times at which,  and the terms and  conditions  upon which,
         Preferred Stock of such class or series may be redeemed;

                  (E) The rights,  if any, of the holders of Preferred  Stock of
         such class or series upon the voluntary or  involuntary  liquidation of
         the Corporation;


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<PAGE>

                  (F) The terms of the sinking  fund or  redemption  or purchase
         account,  if any, to be provided for the Preferred  Stock or such class
         or services; and

                  (G) The voting powers, if any, of the holders of such class or
series of Preferred Stock.

                  4.3 Except as  otherwise  provided in the Amended and Restated
Certificate of Incorporation  of the Corporation,  the Board of Directors of the
Corporation  shall have  authority to authorize the issuance,  from time to time
without any vote or other  action by the  stockholders,  of any or all shares of
stock of the Corporation of any class or series at any time authorized,  and any
securities  convertible  into or  exchangeable  for  any  such  shares,  and any
options,  rights and  warrants to purchase or acquire any such  shares,  in each
case to such persons and on such terms  (including as a dividend or distribution
on or with  respect to, or in  connection  with a split or  combination  of, the
outstanding  shares  of stock of the same or any  other  class)  as the Board of
Directors from time to time in its discretion lawfully may determine;  provided,
however,  that the  consideration  for the issuance of shares of the Corporation
having  par  value  (unless  issued as such a  dividend  or  distribution  or in
connection  with  such a split of  combination)  shall not be less than such par
value. Shares so issued shall be fully paid stock, and the holders of such stock
shall not be liable for any further call or  assessments  thereon.  No holder of
stock of any class shall have the  preemptive  right to subscribe to or purchase
any additional  shares of any class,  or any bonds,  notes,  debentures or other
obligations  convertible  into  stock;  provided,  however,  that  the  Board of
Directors  may, in  authorizing  the issuance of stock or any class,  confer any
preemptive  right that the Board of Directors  may deem  advisable in connection
with such issuance.

                  4.4 Except as may  otherwise  be  provided  in the Amended and
Restated Certificate of Incorporation of the Corporation,  each holder of Common
Stock shall be entitled to one vote for each share of Common Stock held by him.

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<PAGE>

                  4.5 All persons  who shall  acquire  stock in the  Corporation
shall acquire the same subject to the provisions of this Certificate and By-Laws
of the Corporation.



<PAGE>


                  4.6 The Board of  Directors  may  classify or  reclassify  any
unissued stock, whether now or hereafter authorized,  by setting or changing the
preferences,   conversion   or   other   rights,   voting   powers,   dividends,
qualifications or terms or conditions of redemption of such stock.

                  FIFTH: Incorporator.  The name and mailing address of the Sole
Incorporator is as follows:

         Name                                        Address
                                                     Mary E. Keogh  P.O. Box 636
                                                     Wilmington, DE  19899

                  SIXTH:  Board of Directors and Management of Corporation.  The
following  provisions  are inserted for the  management  of the business and the
conduct  of  the  affairs  of  the  Corporation,  and  for  further  definition,
limitation and regulation of the powers of the  Corporation and of its directors
and stockholders:

                  6.1  The  business  and  affairs  of the  Corporation shall be
managed by or under the direction of the Board of Directors.

                  6.2  The  directors  shall  have  concurrent  power  with  the
stockholders to make, alter,  amend,  change, add to or repeal the Bylaws of the
Corporation.

                  6.3 The number of  directors  of the  Corporation  shall be as
from time to time  fixed by, or in the  manner  provided  in,  the Bylaws of the
Corporation. The directors shall be divided into three classes, designated Class
I,  Class II and  Class  III.  Each  class  shall  consist,  as nearly as may be
possible, of one-third of the total number of directors  constituting the entire
Board of Directors. The names and classes of the initial directors are:

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                           Terry Considine           Class II
                           Thomas L. Rhodes          Class III
                           Bruce E. Moore            Class III
                           Elliot H. Kline           Class I
                           Bruce D. Benson           Class II
                           Tim Schultz               Class I
                           Richard L. Robinson       Class I
                           William J. White          Class III

The mailing address for all of the initial directors is c/o American Land Lease,
Inc., 2 Pond's Edge Drive, Chadds Ford, PA 19317.
Class I directors  shall be elected to serve until the first  Annual  Meeting of
Stockholders,  Class II directors to serve until one year  thereafter  and Class
III directors to serve until two years  thereafter.  At each  succeeding  annual
meeting of stockholders, successors to the class of directors whose term expires
at that annual meeting shall be elected for a three-year  term. If the number of
directors  is changed in  accordance  with the terms of the Amended and Restated
Certificate of Incorporation of the Corporation,  any increase or decrease shall
be  apportioned  among the classes so as to maintain  the number of directors in
each class as nearly equal as possible, and any additional director of any class
elected to fill a vacancy  resulting  from an  increase in such class shall hold
office for a term that shall coincide with the remaining term of that class, but
in no case will a decrease  in the number of  directors  shorten the term of any
incumbent  director.  A director  shall hold office until the annual meeting for
the year in which his term expires and until his successor  shall be elected and
shall qualify,  subject,  however,  to the director's prior death,  resignation,
disqualification  or removal  from  office.  A director may be removed for cause
only, and not without  cause,  and only by action of the  stockholders  taken by
holders  of at least 75% of all shares of stock  then  entitled  to vote for the
election of directors. Any vacancy on the Board of Directors that results from a
newly created  directorship  may be filled by the affirmative vote of a majority
of the Board of Directors then in office, and any other vacancy occurring on the
Board of Directors may be filled by a majority of the directors  then in office,
although less than a quorum, or by a sole remaining director. Any vacancy on the
Board of  Directors  that  results  from the  removal of a director  also may be
filled by the  stockholders by the affirmative  vote of holders of a majority of


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<PAGE>

all shares of stock then  entitled to vote for the  election of  directors.  Any
director  elected to fill a vacancy not resulting from an increase in the number
of directors shall have the same remaining term as that of his predecessor.

                  Notwithstanding the foregoing, whenever the holders of any one
or more classes or series of Preferred  Stock  issued by the  Corporation  shall
have the right,  voting  separately by class or series, to elect directors at an
annual or special meeting of stockholders, the election, term of office, filling
of vacancies and other features of such  directorships  shall be governed by the
terms  of  the  Amended  and  Restated   Certificate  of  Incorporation  of  the
Corporation  applicable  thereto,  and such  directors  so elected  shall not be
divided  into  classes  pursuant to Section  6.3 of this  Article  SIXTH  unless
expressly  provided by such terms.  Election of directors need not be by written
ballot unless the Bylaws so provide.

                  6.4 To the  fullest  extent  permitted  by  Delaware  law,  no
director  shall  be  personally   liable  to  the  Corporation  or  any  of  its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the Delaware General  Corporation Law or (iv) for any
transaction from which the director derived an improper  personal  benefit.  Any
repeal  or  modification  of  this  Article  SIXTH  by the  stockholders  of the
Corporation  shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification with respect
to acts or omissions occurring prior to such repeal or modification.

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<PAGE>

                  6.5 In addition to the powers and authority hereinbefore or by
statute  expressly  conferred upon them,  the directors are hereby  empowered to
exercise  all such powers and do all such acts and things as may be exercised or
done by the Corporation,  subject,  nevertheless,  to the provisions of the GCL,
the Amended and Restated  Certificate of Incorporation and any Bylaws adopted by
the  stockholders;  provided,  however,  that no Bylaws hereafter adopted by the
stockholders  shall  invalidate any prior act of the directors  which would have
been valid if such Bylaws had not been adopted.

                  6.6 The Corporation shall indemnify its directors and officers
to the fullest  extent  authorized  or  permitted by law, as now or hereafter in
effect, and such right to indemnification  shall continue as to a person who has
ceased to be a director  or officer of the  Corporation  and shall  inure to the
benefit of his or her heirs,  executors and personal and legal  representatives;
provided,   however,   that,   except  for  proceedings  to  enforce  rights  to
indemnification,  the  Corporation  shall  not be  obligated  to  indemnify  any
director  or  officer  (or his or her  heirs,  executors  or  personal  or legal
representatives)  in connection with a proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized or consented
to by the Board of  Directors.  The right to  indemnification  conferred by this
Article SIXTH shall include the right to be paid by the Corporation the expenses
incurred in defending or otherwise participating in any proceeding in advance of
its final disposition.

                  6.7 The Corporation may, to the extent authorized from time to
time by the Board of Directors,  provide  rights to  indemnification  and to the
advancement  of expenses to employees and agents of the  Corporation  similar to
those  conferred  in  this  Article  SIXTH  to  directors  and  officers  of the
Corporation.

                  6.8  The  rights  to  indemnification  and to the  advance  of
expenses  conferred  in this  Article  SIXTH shall not be exclusive of any other
right  which any person may have or  hereafter  acquire  under this  Amended and


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<PAGE>

Restated  Certificate  of  Incorporation,  the  Bylaws of the  Corporation,  any
statute,   agreement,   vote  of  stockholders  or  disinterested  directors  or
otherwise.

                  6.9 Any repeal or  modification  of this Article  SIXTH by the
stockholders  of the  Corporation  shall  not  adversely  affect  any  rights to
indemnification  and to the  advancement of expenses of a director or officer of
the Corporation existing at the time of such repeal or modification with respect
to any acts or omissions occurring prior to such repeal or modification.

                  6.10 The  Corporation  shall seek to elect and maintain status
as a REIT under Sections  856-860 of the Code. The Board of Directors  shall use
its reasonable best efforts to cause the Corporation to satisfy the requirements
for qualification as a REIT under the Code,  including,  but not limited to, the
ownership of its outstanding stock, the nature of its assets, the sources of its
income,  and the  amount and timing of its  distributions  to its  stockholders;
however,  if the Board of Directors  determines that it is no longer in the best
interests of the Corporation to continue to be qualified as a REIT, the Board of
Directors  may revoke or otherwise  terminate  the  Corporation's  REIT election
pursuant  to  Section  856(g)  of the  Code.  The  Board of  Directors  also may
determine that  compliance with any restriction or limitation on stock ownership
and  transfers  set forth in  Article  SEVENTH  is no longer  required  for REIT
qualification.

                  SEVENTH:  Restriction on Transfer and Ownership of Shares.

                  7.1  Definitions.  For the purpose of this Article SEVENTH and
Section 6.6, the following terms shall have the following meanings:

                  Aggregate Stock  Ownership  Limit.  The term "Aggregate  Stock
Ownership  Limit" shall mean not more than 5.0 percent of the aggregate value of
the  outstanding  shares  of  any  class  or  series  of  Capital  Stock  of the
Corporation.  In applying this Article SEVENTH,  any questions as to value shall


                                       9
<PAGE>

be resolved by the Board of Directors of the  Corporation  in good faith,  which
determination shall be conclusive for all purposes hereof.

                  Beneficial  Ownership.  The term "Beneficial  Ownership" shall
mean ownership of Capital Stock by a Person,  whether the interest in the shares
of Capital Stock is held directly or indirectly  (including  indirect  ownership
through a nominee),  and shall include  interests that would be treated as owned
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.

                  Business  Day.  The term  "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 New York City are authorized or required by law,
regulation or executive order to close.

                  Capital Stock. The term "Capital Stock" shall mean all classes
or series of stock of the Corporation,  including,  without  limitation,  Common
Stock and Preferred Stock.

                  Certificate  of   Incorporation.   The  term  "Certificate  of
Incorporation"  shall mean the Certificate of  Incorporation of the Corporation,
as amended, as that term is defined in Section 104 of the DGCL.

                  Charitable  Beneficiary.  The  term  "Charitable  Beneficiary"
shall  mean one or more  beneficiaries  of a Trust  as  determined  pursuant  to
Section 7.3.6, provided that each such organization must be described in Section
501(c)(3)  of the Code  and  contributions  to each  such  organization  must be
eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the
Code.

                  Code. The term "Code" shall mean the Internal  Revenue Code of
1986, as amended from time to time.  References herein to particular sections of
the Code  shall be deemed to include  applicable  successor  provisions  to such
sections.

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                  Constructive  Ownership.  The  term  "Constructive  Ownership"
shall mean  ownership of Capital Stock by a Person,  whether the interest in the
shares of Capital  Stock is held  directly  or  indirectly  (including  indirect
ownership through a nominee),  and shall include interests that would be treated
as owned through the  application  of Section 318(a) 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.

                  Excepted  Holder.  The term  "Excepted  Holder"  shall  mean a
Beneficial  Owner or Constructive  Owner of the Corporation for whom an Excepted
Holder Limit is created by the Board of Directors pursuant to Section 7.2.7.

                  Excepted Holder Limit.  The term "Excepted Holder Limit" shall
mean,  with  respect to an  Excepted  Holder,  and  provided  that the  affected
Excepted Holder agrees to and does comply with the  requirements  established by
the Board of Directors pursuant to Section 7.2.7, the percentage limit or limits
established  by the Board of  Directors  for such  Excepted  Holder  pursuant to
Section 7.2.7.

                  Initial Date. The term "Initial Date" shall mean the date upon
which the  Certificate  of  Incorporation  of the  Corporation  containing  this
Article SEVENTH becomes effective in accordance with Delaware law.

                  Market Price.  The term "Market Price" on any date shall mean,
with respect to any class or series of outstanding  shares of Capital Stock, the
Closing  Price for such Capital Stock on such date.  The "Closing  Price" on any
date shall mean the last sale price for such Capital Stock,  regular way, or, in
case no such sale takes  place on such day,  the  average of the closing bid and
asked prices, regular way, for such Capital Stock, in either case as reported in
the  principal  consolidated   transaction  reporting  system  with  respect  to
securities  listed or admitted to trading on the NYSE or, if such Capital  Stock
is not listed or admitted to trading on the NYSE,  as reported on the  principal
consolidated  transaction  reporting system with respect to securities listed on


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the principal national securities exchange on which such Capital Stock is listed
or admitted to trading  or, if such  Capital  Stock is not listed or admitted or
trading on any national securities  exchange,  the last quoted price, or, if not
so  quoted,   the  average  of  the  high  bid  and  low  asked  prices  in  the
over-the-counter  market, as reported by the National  Association of Securities
Dealers, Inc. Automated Quotation System or, if such system is no longer in use,
the principal  other automated  quotation  system that may then be in use or, if
such Capital  Stock is not quoted by any such  organization,  the average of the
closing bid and asked prices as furnished by a professional  market maker making
a market  in such  Capital  Stock  selected  by the  Board of  Directors  of the
Corporation or, in the event that no trading price is available for such Capital
Stock,  the fair market value of the Capital Stock,  as determined in good faith
by the Board of Directors of the Corporation.

                  NYSE.  The term "NYSE" shall mean the New York Stock Exchange.

                  Ownership  Change.  The term "Ownership  Change" shall mean an
"ownership  change"  with  respect to the  Corporation,  as that term is used in
Section 382(g) of the Code and Treasury Regulations Section 1.382-2T(a)(1).

                  Person.   The  term   "Person"   shall  mean  an   individual,
corporation,  partnership, limited liability company, estate, trust (including a
trust qualified under Sections 401(a) or 501(c)(17) of the Code), 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,  an  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.

                  Prohibited Owner. The term "Prohibited Owner" shall mean, with
respect to any  purported  Transfer,  any Person who, but for the  provisions of
Section  7.2.1,   would  directly  or  indirectly   own,  or   Beneficially   or
Constructively Own, shares of Capital Stock.

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                  REIT.  The  term "REIT" shall  mean a  real estate  investment
trust within the meaning of Section 856 of the Code.

                  Restriction    Termination   Date.   The   term   "Restriction
Termination  Date" shall mean the first day after the Initial  Date on which the
Board of Directors  determines  pursuant to Section 6.6 of this  Certificate  of
Incorporation  that it is no longer in the best interests of the  Corporation to
attempt to, or continue to, qualify as a REIT, or that  compliance  with each of
the restrictions and limitations on Beneficial Ownership, Constructive Ownership
and  Transfers  of shares  of  Capital  Stock as set  forth  herein is no longer
required.

                  Section 382 Limit. The term "Section 382 Limit" shall mean the
ownership of any direct or indirect interest in Capital Stock that would cause a
Person to be a "5-percent  shareholder" of the Corporation within the meaning of
Treasury  Regulations  Section  1.382-2T(g)(1)(i)  or (ii).  For  this  purpose,
whether a Person  would be a "5-percent  shareholder"  shall be  determined  (v)
without giving effect to the following provisions: Treasury Regulations Sections
1.382-2T(g)(2), 1.382-2T(g)(3), 1.382-2T(h)(2)(iii) and 1.382-2T(h)(6)(iii), (w)
by treating  every  Person  which owns  Capital  Stock,  whether  directly or by
attribution,  as directly owning such Capital Stock  notwithstanding any further
attribution of such Capital Stock to other Persons and notwithstanding  Treasury
Regulations  Section  1.  382-2T(h)  (2)(i)(A)  , (x) by  substituting  the term
"Person"   in  place   of   "individual"   in   Treasury   Regulations   Section
1.382-2T(g)(1)(i),  (y) by taking into  account  ownership  of Stock at any time
during  the  "testing  period"  as  defined  in  Treasury   Regulations  Section
1.382-2T(d)  (1) , and (z) by treating each day during the testing  period as if
it  were  a  "testing   date"  as  defined  in  Treasury   Regulations   Section
1.382-2(a)(4).
                           Transfer.   The  term   "Transfer"   shall  mean  any
         issuance,  redemption, sale, distribution,  transfer, gift, assignment,
         devise or other disposition, as well as any other event that causes any
         Person to acquire Beneficial Ownership or Constructive  Ownership, or a


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<PAGE>

         direct or indirect interest in any shares, or any agreement to take any
         such actions or cause any such events, of Capital Stock or the right to
         vote or receive  dividends on Capital Stock  including (a) the granting
         or exercise of any option (or any  disposition of any option),  (b) any
         disposition   of  any   securities  or  rights   convertible   into  or
         exchangeable  for Capital Stock or any interest in Capital Stock or any
         exercise of any such conversion or exchange right, and (c) Transfers of
         interests in other  entities  that result in changes in  Beneficial  or
         Constructive  Ownership  or direct or  indirect  ownership  of  Capital
         Stock, in each case, whether voluntary or involuntary, whether owned of
         record,  Constructively  Owned or  Beneficially  Owned and  whether  by
         operation  of  law  or   otherwise.   The  terms   "Transferring"   and
         "Transferred" shall have the correlative meanings.

                  Treasury  Regulations.  The term "Treasury  Regulations" shall
mean the  regulations  promulgated  by the  Secretary of the Treasury  under the
Code. Any reference to a particular  Treasury Regulation or section or provision
thereof shall be deemed to also refer to any successor  Regulation or section or
provision having similar effect.

                  Trust.  The term "Trust" shall mean any trust  provided for in
Section 7.3.

                  Trustee.  The term "Trustee" shall mean a Person  unaffiliated
with  the  Corporation  and  a  Prohibited  Owner,  that  is  appointed  by  the
Corporation to serve as trustee of a Trust.

                  7.2      Restrictions on Ownership of Capital Stock.

                           7.2.1  Ownership   Limitations.   During  the  period
commencing on the Initial Date and ending upon the Restriction Termination Date:


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                 (a) Basic Restrictions.

                                    (i) (1) No Person,  other  than an  Excepted
                  Holder,  shall  Beneficially Own or directly or indirectly own
                  shares of  Capital  Stock  equal to or in excess of either the
                  Aggregate Stock Ownership Limit or the Section 382 Limit,  and
                  (2) no Excepted Holder shall  Beneficially  Own or directly or
                  indirectly  own  shares  of  Capital  Stock in  excess  of any
                  applicable Excepted Holder Limit for such Excepted Holder.

                                    (ii) No Person shall Beneficially Own shares
                  of Capital Stock to the extent that such Beneficial  Ownership
                  of  Capital  Stock  would  result  in  the  Corporation  being
                  "closely  held"  within the  meaning of Section  856(h) of the
                  Code (without regard to whether the ownership interest is held
                  during the last half of a taxable year), or otherwise  failing
                  to qualify as a REIT.

                                    (iii) No  Person  shall  Constructively  Own
                  shares of Capital  Stock to the extent that such  Constructive
                  Ownership would result in the Corporation  owning (actually 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).

                                    (iv) No Person shall Transfer any Beneficial
                  Ownership  or  Constructive  Ownership  of,  or any  direct or
                  indirect  interest  in  Capital  Stock if, as a result of such
                  Transfer,  the Capital  Stock would be  beneficially  owned by
                  less than 100  Persons  (determined  under the  principles  of
                  Section 856(a)(5) of the Code).

                                    (v) No Person shall  Transfer any Beneficial
                  Ownership  or  Constructive  Ownership  of,  or any  direct or


                                       15
<PAGE>

                  indirect  interest  in  Capital  Stock if, as a result of such
                  Transfer, the Corporation would undergo an Ownership Change.

                  (b)  Transfer in Trust.  If any  Transfer of shares of Capital
Stock (whether or not such Transfer is the result of a transaction  entered into
through the facilities of the NYSE or any other national  securities exchange or
automated  inter-dealer  quotation  system)  occurs which,  if effective,  would
result in any Person Beneficially Owning or Constructively  Owning, or otherwise
having any direct or indirect  interest in shares of Capital  Stock in violation
of any provision of Section 7.2.1(a):

                           (i) then that  number of shares of Capital  Stock the
                  Beneficial or Constructive Ownership of, or direct or indirect
                  interest in, would otherwise cause such violation  (rounded to
                  the nearest whole share) shall be automatically transferred to
                  one  or  more   Trusts  for  the   benefit  of  a   Charitable
                  Beneficiary,  as described in Section 7.3, effective as of the
                  close of  business  on the  Business  Day prior to the date of
                  such Transfer, and such Person shall acquire no rights in such
                  shares; or

                           (ii) if the transfer to the Trust or Trusts described
                  in clause (i) of this sentence  would not be effective for any
                  reason to prevent the violation of Section 7.2.1(a),  then the
                  Transfer  of that  number  of  shares of  Capital  Stock  that
                  otherwise  would cause a violation of any provision of Section
                  7.2.1(a) shall be void ab initio, and the intended  transferee
                  shall acquire no rights in such shares of Capital Stock.

                           (iii) In  determining  which shares of Capital  Stock
                  are to be  transferred  to a Trust  in  accordance  with  this
                  Section  7.2.1(b)  and Section 7.3 hereof,  shares shall be so
                  transferred  to a  Trust  in  such  manner  as  minimizes  the
                  aggregate  value of the  shares  that are  transferred  to the


                                       16
<PAGE>

                  Trust  (except  to the  extent  that the  Board  of  Directors
                  determines  that the shares  transferred to the Trust shall be
                  those  directly or indirectly  held or  Beneficially  Owned or
                  Constructively  Owned by a Person or  Persons  that  caused or
                  contributed to the application of this Section 7.2.1(b)),  and
                  to the extent not inconsistent therewith, on a pro rata basis.

                           (iv) To the extent that, upon a transfer of shares of
                  Capital Stock pursuant to this Section  7.2.1(b),  a violation
                  of any  provision of Section  7.2.1(a)  would  nonetheless  be
                  continuing  (for  example  where  the  ownership  of shares of
                  Capital  Stock by a single  Trust would exceed the Section 382
                  Limit),  then shares of Capital Stock shall be  transferred to
                  that number of Trusts,  each  having a distinct  Trustee and a
                  Charitable Beneficiary or Beneficiaries that are distinct from
                  those of each other Trust,  such that there is no violation of
                  any provision of Section 7.2.1(a).

                           Section  7.2.2  Remedies for Breach.  If the Board of
Directors of the Corporation or any duly authorized  committee  thereof shall at
any time  determine in good faith that a Transfer or other event has taken place
that results in a violation of Section 7.2.1 or that a Person intends to acquire
or has  attempted to acquire  Beneficial  or  Constructive  Ownership of, or any
direct or indirect  interest  in, any shares of Capital  Stock in  violation  of
Section  7.2.1(a)  (whether or not such  violation  is  intended),  the Board of
Directors or a committee thereof shall take such action as it deems advisable to
refuse to give effect to or to prevent such Transfer or other event,  including,
without limitation,  causing the Corporation to redeem shares,  refusing to give
effect  to  such  Transfer  on the  books  of  the  Corporation  or  instituting
proceedings to enjoin such Transfer or other event; provided,  however, that any
Transfer or attempted  Transfer or other event in violation of Section  7.2.1(a)
shall  automatically  result in the transfer to the Trust described above,  and,


                                       17
<PAGE>

where  applicable,  such  Transfer  (or other  event) shall be void ab initio as
provided  above  irrespective  of any  action  (or  non-action)  by the Board of
Directors or a committee thereof.

                           Section  7.2.3  Notice of  Restricted  Transfer.  Any
Person who  acquires or attempts or intends to acquire  Beneficial  Ownership or
Constructive  Ownership of, or any direct or indirect  interest in any shares of
Capital  Stock that will or may  violate  Section  7.2.1(a),  and any Person who
would have owned  shares of Capital  Stock that  resulted  in a transfer  to the
Trust  pursuant to the provisions of Section  7.2.1(b),  shall in each such case
immediately give written notice to the Corporation of such event, or in the case
of such a  proposed  or  attempted  transaction,  give at least  15 days'  prior
written notice,  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 on the Corporation's status as a REIT.

                           Section 7.2.4 Owners Required to Provide Information.
From the Initial Date and prior to the Restriction Termination Date:

                           (1) every  owner of more than five  percent  (or such
lower  percentage  as required by the Code or the Treasury  Regulations)  of the
outstanding  shares  of  Capital  Stock,  within  30 days  after the end of each
taxable year, shall give written notice to the Corporation  stating the name and
address of such owner, the number of shares of Capital Stock  Beneficially Owned
and a description  of the manner in which such shares are held.  Each such owner
shall provide to the Corporation such additional  information as the Corporation
may  request  in order to  determine  the  effect,  if any,  of such  Beneficial
Ownership on the  Corporation's  status as a REIT and to ensure  compliance with
the Aggregate Stock Ownership Limit, and

                           (2) each Person who is a Beneficial  or  Constructive
Owner of Capital Stock and each Person (including the stockholder of record) who
is holding Capital Stock for a Beneficial or Constructive Owner shall provide to


                                       18
<PAGE>

the Corporation such information as the Corporation may request,  in good faith,
in order to  determine  the  Corporation's  status as a REIT or for other tax or
compliance reasons.

                           Section  7.2.5  Remedies  Not  Limited.   Subject  to
Section 6.6 of this  Certificate  of  Incorporation,  nothing  contained in this
Section  7.2  shall  limit  the  authority  of the  Board  of  Directors  of the
Corporation  to take such other  action as it deems  necessary  or  advisable to
protect the Corporation and the interests of its  stockholders in preserving the
Corporation's status as a REIT.

                           Section 7.2.6 Ambiguity.  In the case of an ambiguity
in the  interpretation  of any of the  provisions of this Article  SEVENTH,  the
Board of Directors  of the  Corporation  shall have the power to  determine  the
application  of the  provisions  of this  Article  SEVENTH  with  respect to any
situation based on the facts known to it. In the event that this Article SEVENTH
requires  an  action  by  the  Board  of  Directors  and  the   Certificate   of
Incorporation  fails to provide  specific  guidance with respect to such action,
the Board of Directors shall have the power to determine the action to be taken.
Any references  contained in this Article SEVENTH to the Corporation's  Board of
Directors shall include any duly authorized committee thereof.

                           Section 7.2.7    Exceptions.

                           (a) The Board of  Directors of the  Corporation  may,
subject to such terms, conditions,  representations and undertakings as it shall
determine in its sole  discretion,  exempt a Person from the  application of any
one or more of the  provisions  of Section  7.2.1(a).  Any  violation  or deemed
violation  of such  representations  or  undertakings  (or other action which is
contrary the restrictions contained in Sections 7.2.1 through 7.2.6) will result
in such  Person,  and any  Capital  Stock that such person may  Beneficially  or
Constructively  Own,  or in which it may  otherwise  hold any direct or indirect
interest, being subject to the provisions of Section 7.2.1(b).

                           (b)  Prior to  granting  any  exception  pursuant  to
Section 7.2.7(a), the Board of Directors of the Corporation may require a ruling


                                       19
<PAGE>

from the Internal Revenue Service,  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.

                           (c) The  Board  of  Directors  may  only  reduce  the
Excepted  Holder  Limit for an Excepted  Holder (1) with the written  consent of
such Excepted Holder at any time, or (2) pursuant to the terms and conditions of
the  agreements  and  undertakings  entered  into with such  Excepted  Holder in
connection with the establishment of the Excepted Holder Limit for that Excepted
Holder.  No Excepted  Holder  Limit with respect to a class or series of Capital
Stock shall be reduced to a percentage equal to or less than the Aggregate Stock
Ownership Limit, or the Section 382 Limit, as applicable.

                           Section 7.2.8. Legend. Except as provided below, each
certificate issued after the Initial Date for shares of Capital Stock shall bear
substantially the following legend:

                  The shares  represented  by this  certificate  are  subject to
                  certain ownership limitations and restrictions on transfer, as
                  provided in the  Corporation's  Certificate of  Incorporation,
                  and subject to such terms,  conditions  and  exceptions as set
                  forth therein.  A copy of the Certificate of Incorporation may
                  be obtained from the Corporation  without charge.  A violation
                  of these  provisions  could  result in the shares  represented
                  hereby  being  transferred  to a trust  for the  benefit  of a
                  charitable  beneficiary,  or  in a  purported  sale  or  other
                  transfer of these shares being void.

                  Instead of the foregoing  legend,  the  certificate  may state
that the Corporation will furnish a full statement about certain restrictions on


                                       20
<PAGE>

transferability to a stockholder on request and without charge.

                  7.3      Transfer of Capital Stock in Trust.

                           Section 7.3.1 Ownership in Trust.  Upon any purported
Transfer or other event  described  in Section  7.2.1(b)  that would result in a
transfer of shares of Capital  Stock to a Trust,  such  shares of Capital  Stock
shall be deemed to have been  transferred  to a Trustee as trustee of such Trust
for the exclusive benefit of one or more Charitable Beneficiaries. Such transfer
to the Trustee  shall be deemed to be  effective  as of the close of business on
the Business Day prior to the purported  Transfer or other event that results in
the transfer to the Trust  pursuant to Section  7.2.1(b).  The Trustee  shall be
appointed  by the Board of Directors  of the  Corporation  and shall be a Person
unaffiliated  with the  Corporation  and any Prohibited  Owner.  Each Charitable
Beneficiary  shall be designated by the Board of Directors of the Corporation as
provided in Section 7.3.6.

                  Section 7.3.2 Status of Shares Held by the Trustee.  Shares of
Capital  Stock held by the  Trustee  shall be issued and  outstanding  shares of
Capital Stock of the Company.  The Prohibited  Owner shall have no rights in the
shares held by the Trustee.  Except to the extent expressly provided herein, the
Prohibited  Owner shall not benefit  economically  from  ownership of any shares
held in trust  by the  Trustee,  shall  have no  rights  to  dividends  or other
distributions,  and  shall  not  possess  any  rights  to vote or  other  rights
attributable to the shares held in the Trust.

                  Section 7.3.3  Dividend and Voting  Rights.  The Trustee shall
have all voting  rights  and rights to  dividends  or other  distributions  with
respect to shares of Capital  Stock held in the  Trust,  which  rights  shall be
exercised for the exclusive benefit of the Charitable Beneficiary.  Any dividend
or other  distribution  paid prior to the discovery by the Corporation  that the
shares of Capital  Stock have been  transferred  to the Trustee shall be paid by
the  recipient of such dividend or  distribution  to the Trustee upon demand and
any dividend or other distribution  authorized but unpaid shall be paid when due
to the Trustee.  Any dividend or  distribution  so paid to the Trustee  shall be
held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no


                                       21
<PAGE>

voting rights with respect to shares held in the Trust and,  subject to Delaware
law,  effective  as of the date  that the  shares  of  Capital  Stock  have been
transferred  to the  Trustee,  the  Trustee  shall  have the  authority  (at the
Trustee's sole  discretion) (i) to rescind as void any vote cast by a Prohibited
Owner prior to the discovery by the Corporation that the shares of Capital Stock
have been  transferred to the Trustee and (ii) to recast such vote in accordance
with the  desires  of the  Trustee  acting  for the  benefit  of the  Charitable
Beneficiary;  provided,  however,  that if the  Corporation  has  already  taken
irreversible  corporate action, then the Trustee shall not have the authority to
rescind and recast such vote.  Notwithstanding  the  provisions  of this Article
SEVENTH,  until the Corporation has received notification that shares of Capital
Stock have been transferred  into a Trust, the Corporation  shall be entitled to
rely on its share  transfer  and  other  stockholder  records  for  purposes  of
preparing  lists of stockholders  entitled to vote at meetings,  determining the
validity  and   authority  of  proxies  and   otherwise   conducting   votes  of
stockholders.

                  Section  7.3.4  Sale of Shares by  Trustee.  Within 90 days of
receiving  notice from the  Corporation  that shares of Capital  Stock have been
transferred to the Trust, the Trustee of the Trust shall sell the shares held in
the Trust to a person,  designated by the Trustee, whose ownership of the shares
will  not  violate  any of the  ownership  restrictions  set  forth  in  Section
7.2.1(a).  Upon such sale,  the interest of the  Charitable  Beneficiary  in the
shares sold shall terminate and the Trustee shall distribute the net proceeds of
the sale to the Prohibited  Owner and to the Charitable  Beneficiary as provided
in this Section 7.3.4.  The Prohibited Owner shall receive the lesser of (1) the
price paid by the Prohibited  Owner for the shares or, if the  Prohibited  Owner
did not give  value for the  shares in  connection  with the event  causing  the
shares to be held in a Trust (e.g., in the case of a gift,  devise or other such
transaction), the Market Price of the shares on the day of the event causing the


                                       22
<PAGE>

shares to be held in the Trust  and (2) the  price  per  share  received  by the
Trustee from the sale or other  disposition of the shares held in the Trust. Any
net sales proceeds in excess of the amount payable to the Prohibited Owner shall
be immediately paid to the Charitable Beneficiary. If, prior to the discovery by
the  Corporation  that  shares of  Capital  Stock have been  transferred  to the
Trustee,  such shares are sold by a Prohibited Owner, then (i) such shares shall
be deemed to have been sold on behalf of the Trust and (ii) to the  extent  that
the Prohibited  Owner received an amount for such shares that exceeds the amount
that such  Prohibited  Owner was  entitled to receive  pursuant to this  Section
7.3.4, such excess shall be paid to the Trustee upon demand.

                  Section  7.3.5  Purchase  Right  in Stock  Transferred  to the
Trustee.  Shares of Capital Stock  transferred to the Trustee 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
resulted in such transfer to the Trust (or, in the case of a devise or gift, the
Market  Price at the time of such  devise or gift) 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 until the Trustee has sold the shares
held  in  the  Trust  pursuant  to  Section  7.3.4.  Upon  such  a  sale  to the
Corporation, the interest of the Charitable Beneficiary in the shares sold shall
terminate and the Trustee shall  distribute  the net proceeds of the sale to the
Prohibited Owner.

                  Section  7.3.6  Designation  of Charitable  Beneficiaries.  By
written  notice to the Trustee,  the  Corporation  shall  designate  one or more
nonprofit  organizations to be the Charitable Beneficiary of the interest in any
Trust  created  pursuant to this Section 7.3 such that (i) the shares of Capital
Stock held in the Trust would not violate the  restrictions set forth in Section
7.2.1(a)  in the  hands  of such  Charitable  Beneficiary,  and (ii)  each  such


                                       23
<PAGE>

organization   must  be  described   in  Section   501(c)(3)  of  the  Code  and
contributions  to each such  organization  must be eligible for deduction  under
each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

                  7.4 NYSE  Transactions.  Nothing in this Article SEVENTH shall
preclude the settlement of any  transaction  entered into through the facilities
of the NYSE or any other national securities exchange or automated  inter-dealer
quotation  system.  The  fact  that  the  settlement  of any  transaction  is so
permitted  shall not negate the effect of any other  provision  of this  Article
SEVENTH and any transferee in such a transaction  shall be subject to all of the
provisions and limitations set forth in this Article SEVENTH.

                  7.5 Enforcement. The Corporation is authorized specifically to
seek equitable relief, including injunctive relief, to enforce the provisions of
this Article SEVENTH.

                  7.6  Non-Waiver.  No  delay  or  failure  on the  part  of the
Corporation  or the Board of Directors in exercising any right  hereunder  shall
operate as a waiver of any right of the  Corporation  or the Board of Directors,
as the case may be, except to the extent specifically waived in writing.

                  EIGHTH: Meetings.  Meetings of stockholders may be held within
or without the State of Delaware,  as the Bylaws may  provide.  The books of the
Corporation may be kept (subject to any provision  contained in the GCL) outside
the State of Delaware at such place or places as may be designated  from time to
time by the Board of Directors or in the Bylaws of the Corporation.

                  NINTH: Amendment. The Corporation reserves the right to amend,
alter,  change  or  repeal  any  provision  contained  in  this  Certificate  of
Incorporation,  in the manner now or hereafter  prescribed  by statute,  and all
rights  conferred  upon   stockholders   herein  are  granted  subject  to  this
reservation.

                  TENTH: Business Combination.  The Corporation elects not to be
governed  by Section  203 of the GCL  relating  to  business  combinations  with


                                       24
<PAGE>

interested stockholders.

                  ELEVENTH: Stockholder Action by Unanimous Written Consent. The
Corporation  elects,  pursuant to Section 228 of the GCL, to permit  stockholder
action  in  lieu  of a  meeting  upon  the  unanimous  written  consent  of  all
stockholders entitled to take such action at a meeting.














                  IN WITNESS WHEREOF,  American Land Lease, Inc. has caused this
Second Amended and Restated  Certificate of  Incorporation to be executed in its
corporate name this 29th day of December, 2000.


                                            AMERICAN LAND LEASE, INC.


                                            By:   /s/ Robert Blatz
                                                -------------------

                                            Name:  Robert Blatz
                                            Title: Chief Operating Officer and
                                                   Secretary




                                       25