UNITED STATES
                     SECURITIES AND EXCHANGE
                    COMMISSION
                     Washington, D.C.  20549

                                

                                

                            FORM 8-K

                         CURRENT REPORT
                    Pursuant to Section 13 or
                      15(d)
             of the Securities Exchange Act of 1934
                                
                                
                                
   Date of Report (Date of earliest event reported): September
13, 1996

            MERIDIAN POINT REALTY TRUST VIII COMPANY
_________________________________________________________
     (Exact name of registrant as specified in its charter)
                                
                                
                                
       Missouri                  1-10547                94-
3058019
  __________________       ___________________
_____________________
    (State or other         (Commission File       (I.R.S.
Employer
    jurisdiction of              Number)     Identification
Number)
   incorporation or
    organization)


     655 Montgomery Street, Suite 800
  San Francisco, California                        94111
 _______________________________________
(Address of principal executive offices)
(Zip Code)



                               (415) 274-1808
__________________________________________________________
            (Registrant's telephone number, including area code)
<PAGE>
              MERIDIAN POINT REALTY TRUST VIII COMPANY
                                  
Item 5.   Other Events.
     On September 13, 1996, the Board of Directors of the Company
approved amendments to the Bylaws of the Company (the "Amendments")
to revise and update provisions which the Board felt were out of
date or no longer pertinent.
     The original Bylaws were adopted on July 25, 1988;
the first amendment was adopted on February 1 and 15, 1991; the
second amendment was adopted on October 21, 1991; the third
amendment was adopted by election of the shareholders on June 14,
1996.  Those original Bylaws, as
amended by those amendments have been superseded by the Amended and
Restated
Bylaws.
A copy of the Amended and Restated Bylaws of the Company is set
forth
as

Exhibit 3.1.



    (a)  Exhibits required by Item 601 of Regulation S-K: Exhibit
  No.                    Description of Exhibits
-------                  -----------------------
  3.1   Amended and Restated Bylaws



                              SIGNATURE
                                  
                                  
     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the
undersigned hereunto duly authorized.


                              MERIDIAN POINT REALTY TRUST VIII
COMPANY Dated:  October 7, 1996  By:  /s/ John E. Castello
                                 ----------------------------------
                                  JOHN E. CASTELLO, Senior Vice
                                  President and Chief Financial
                                  Officer
<PAGE>
                   EXHIBIT INDEX

Exhibit
  No.                   Item                          Page
No.
-------                ------                         ----
----
  3.1     Amended and Restated Bylaws

4

<PAGE>










          AMENDED AND RESTATED BYLAWS OF
     MERIDIAN POINT REALTY TRUST VIII
          CO. (Adopted September 13,
          1996)

     ARTICLE I
     THE TRUST:  DEFINITIONS
    1.1  Name.  The name of the corporation is "MERIDIAN POINT
REALTY
TRUST VIII CO.," and is referred to herein as the "Trust."  As far
as practicable and except as otherwise provided in the
Organizational Documents, the Trustees shall manage the business
and conduct affairs of the Trust, execute all documents, and sue or
be sued in the name of Meridian Point Realty Trust VIII Co.  If the
Trustees determine that the use of that name is not practicable,
legal, or convenient, they may use another designation or adopt
another name under which the Trust may hold property or conduct its
activities.

 1.2  Nature of Trust.  The Trust is a corporation organized under
the laws of the state of Missouri.  It is intended that the Trust
shall carry on business as a "real estate investment trust"
(hereinafter called "REIT").

  1.3  Definitions.  For purposes of these Bylaws, the following
terms shall have the respective meanings set forth below in this
Section 1.3 unless the context requires otherwise.  In these
Bylaws, words in the singular number include the plural, and words
in the plural number include the singular.
        (a)  Advisor.  Any Person whom the Trust employs or
appoints or with whom the Trust contracts under the provisions of
Article VIII hereof.
          (b)  Advisory Agreement.  An agreement between the Trust
and its Advisor that provides for the payment of any regular
advisory or incentive compensation, other than an agreement that
provides for compensation based only on the acquisition,
disposition or refinancing of Trust properties.
          (c)  Affiliate.  A person is considered an Affiliate of
another Person if he owns beneficially, directly or indirectly, 10%
or more of the outstanding capital stock, shares, or equity
interests of such Person or of any other Person that controls, is
controlled by, or is under common control with, such Person or is
an Officer, director, employee, general partner or trustee of such
Person or of any other Person that controls, is controlled by or is
under common control with such Person.
          (d)  Annual Meeting of Shareholders.  The meeting
          discussed in
Section 3.2 below



               (e)  Annual Report.  The report discussed in Section
          10.6. (f)  Bylaws.  These Bylaws and all amendments,
          restatements, or
modifications thereof.  References in these Bylaws to "herein,"
"hereof," and "hereunder" shall be deemed to refer to these Bylaws
and shall not be limited to the particular text, article, or
section in which such words appear.
     (g)  Common Shares.  Shares of the Trust's common stock.
                                 
          (h)  Independent Trustees.  Trustees of the Trust who (i)
are not Affiliates of the Advisory Company whether by employment,
by material professional or business relationship with, or service
as an officer or director of, the Advisory Company or any of its
Affiliates, other than in their capacities as trustees or directors
of another real estate investment trust or mutual fund advised by
the Advisor or its Affiliates, and (ii) perform no other services
for the Trust at the time his or her independence is being
determined.  A Trustee who had, has, or will have a material
professional or business relationship with the Trust, the Advisory
Company, or its Affiliates shall be considered an Independent
Trustee if a majority of Shares voted at a meeting of
the Shareholders approves the relationship. A majority of the
Trustees of the Trust must be Independent Trustees.
          (i)  Net Asset Value.  The current gross book value of
all the assets of the Trust minus all the liabilities of the Trust.
          (j)  Operating Expenses.  The aggregate annual expenses
of every character regarded as cash operating expenses of the Trust
in accordance with generally accepted accounting principles as
determined by independent accountants selected by the Trustees and
including regular compensation payable to the Advisor, excluding,
however, the following items:  (i) fees payable to the Advisor in
connection with the acquisition of investments; (ii) the cost of
money borrowed by the Trust; (iii) taxes on income and taxes and
assessments on real property and all other taxes applicable to the
Trust; (iv) legal, auditing, accounting, underwriting, brokerage,
listing, registration and other fees, and printing, engraving and
other expenses and taxes incurred in connection with the
organization of the Trust and the issuance, distribution, transfer,
registration and listing of the Trust's securities; (v) fees and
expenses paid to independent contractors, appraisers, consultants,
managers and other agents retained by or on behalf of the Trust
(including Persons who may also be officers or employees of the
Advisor) and expenses directly connected with the acquisition,
financing, refinancing, disposition and ownership of real estate
interests or other property (including the costs of insurance
premiums, legal services, brokerage and sales commissions, and
maintenance, repair and improvement of property); (vi) subordinated
disposition fees based upon the excess of the sales prices of Trust
properties over their purchase prices; (vii) expenses of
maintaining and managing real estate equity interests; (viii)
insurance as required by the Trustees (including Trustees'
liability insurance); (ix) expenses of organizing, revising,
converting, modifying or terminating the Trust; (x) expenses
connected with payments of dividends or interest or distributions
in cash or any other form made or caused to be made by the Trustees
to holders of Securities of the Trust; (xi) all expenses connected
with communications to holders of Securities of the Trust and the
other bookkeeping and clerical work necessary in maintaining
relations with holders of Securities, including the cost of
printing and mailing certificates for Securities and proxy
solicitation materials and reports to such holders of the Trust's
Securities; (xii) transfer agent's, registrars, dividend disbursing
agent's, warrant agent's, dividend reinvestment plan agent's and
indenture trustee's fees and charges; (xiii) other legal,
accounting and auditing fees and expenses; (xiv) and reserves for
depletion, depreciation and amortization and losses and provisions
for losses.
      (k)  Organizational Documents.  These bylaws, the Trust's
Articles of Incorporation, and any amendments thereto.

         (l)  Person.  Individuals, corporations, limited
partnerships, general partnerships, joint stock companies or
associations, joint ventures, associations, companies, trusts,
banks, trust companies, land trusts, business trusts or other
entities, and governments and agencies and political subdivisions
thereof.
          (m)  Preferred Shares.  Shares of the Trust's preferred
stock.
          (n)  Purchase Price.  The sum of the contract price paid
to the seller of a property by the Trust, all acquisition fees paid
in the transaction, and all amounts spent or to be spent for
capital improvements commenced within twelve months of the date of
acquisition of a property.
     (o)  REIT.  A real estate investment trust, as defined in
Sections 856-860 of the Internal Revenue Code.

          (p)  REIT Provisions of the Internal Revenue Code.  Part
II, Subchapter M of Chapter 1, of the Internal Revenue Code of
1986, as now enacted or hereafter amended, or successor statutes,
and regulations and rulings promulgated thereunder.
         (q)  Securities.  Any stock, shares, voting trust
certificates, bonds, debentures, notes or other evidences of
indebtedness, secured or unsecured, convertible, subordinated or
otherwise or in general any instruments commonly known as
"securities" or any certificates of interest, shares or
participation in, temporary or interim certificates
for, receipts for, guarantees of, or warrants, options or rights to
subscribe to, purchase, or acquire any of the foregoing.
        (r)  Shares.  The shares of the Trust's common and
preferred stock.
          (s)  Shareholders.  As of any particular date, all
holders of record of outstanding Shares at such time.
          (t)  Trust Assets.  The aggregate book value of all the
Trust's assets.
          (u)  Trustees.  As of any particular time, the directors
of the Trust holding office at such time.
          (v)  Unimproved Real Property.  Trust assets (i) that are
equity interests in real property that were not acquired for the
purpose of producing rental or other operating income, (ii) on
which no development or construction was in process on acquisition
by the Trust, and (iii) on which no development or construction was
planned to commence within one year of the acquisition of the
property.
          (w)  Wrap-around Loan.  A junior mortgage loan in an
amount equal to the balance due under an existing prior mortgage
loan plus an additional amount advanced by the lender holding the
junior mortgage, where the existing first mortgage loan will not be
retired.
     ARTICLE II
     OFFICES
  2.1  Principal Office.  The principal office for the transaction
of the business of the Trust is hereby fixed and located in the
City and County of San Francisco, State of California.

     The Board of Trustees is hereby granted full power and
authority to change said principal office from one location to
another within or without said City and County.

     2.2  Other Offices.  The Board of Trustees may establish
branch or subordinate offices at any time at any place or places
where the Trust is qualified to do business.


     ARTICLE III

     MEETINGS OF SHAREHOLDERS

   3.1  Place of Meetings.  All annual and all other meetings of
Shareholders shall be held at the principal office of the Trust, or
at any other place within or without the State of California which
may be designated by the Board of Trustees, pursuant to authority
hereinafter granted to said board.
     3.2  Annual Meetings.
          (a)  Time of Holding.  The Annual Meetings of
Shareholders shall be held on the first Tuesday in June of each
year, or such other date as is fixed by the Trustees; provided,
however, that should that day fall on a legal holiday, then any
such Annual Meeting of Shareholders shall be held at the same time
and place on the next day thereafter ensuing which is not a legal
holiday.  At such
meetings, Trustees shall be elected, reports of the affairs of the
Trust shall be considered, and any other business that is within
the powers of the Shareholders may be transacted.
          (b)  Notice.  Written notice of each Annual Meeting shall
be given to each Shareholder of record entitled to vote, either
personally or by first class mail or other means of written
communication, charges prepaid, addressed to such Shareholder at
his address appearing on the books of the Trust or given by him to
the Trust for the purpose of notice. If a Shareholder gives no
address, notice shall be deemed to
have been given if sent by mail or other means of written
communication addressed to the place where the principal office of
the Trust is situated or if published at least once in some
newspaper of general circulation in the county in which said office
is located. Notice shall be deemed to have been given at the time
when delivered personally or deposited in the mail or sent by other
means of written communication. All such notices shall be sent to
each Shareholder entitled thereto not less than 10 days nor more
than 70 days before each Annual Meeting, shall specify the place,
the day, and the hour of that meeting and those matters that the
Board of Trustees at the time of the notice intends to present for
action by the Shareholders.
          (c)  Affidavit of Notice.  An affidavit of the mailing or
other means, of giving any notice of any Shareholders, meeting
shall be executed by the Secretary, Assistant Secretary or any
transfer agent of the Trust giving the notice, and shall be filed
and maintained in the minute book of the Trust.
          (d)  Advance Notice of Shareholder Proposals.  No
proposal by any Person or Persons other than two or more members of
the Board of Trustees, shall be submitted for approval of the
Shareholders at any annual meeting of the Shareholders unless the
Person or Persons advancing such proposal shall have given timely
notice thereof to the Chairman of the Board, the President, or the
Secretary of the Trust. To be timely, such notice shall be
delivered or mailed by registered mail or by telegraphic or other
facsimile transmission, and actually received not less than 70 days
prior to the meeting or 10 days after the date on which public
disclosure of the date of the meeting is first made to
Shareholders, whichever is later. Such notice shall set forth as to
each matter such Person or Persons propose to bring before the
meeting (i) a reasonably detailed description of the business
desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (ii) the name and the
business and residence address of the Person or Persons proposing
such business, (iii) the class and number of shares of capital
stock of the Trust which are beneficially owned by such Person or
Persons, (iv) any material interest of such Person or Persons in
such business, and (v) any other information that is required to be
provided by such Person or Persons pursuant to the Securities
Exchange Act of 1934, as amended, and the rules and regulations
thereunder. Notwithstanding anything in these Bylaws to the
contrary, no business proposed by any Person or Persons other than
two or more members of the Board of Trustees, shall be conducted at
an annual meeting of Shareholders except in accordance with the
procedures set forth in this subsection 3.2(d).  The Chairman of
the meeting shall, if the facts warrant, determine and declare at
the meeting that business was not properly brought before the
meeting and in accordance with the provisions of these Bylaws, and
if he should so determine, he shall so declare at the meeting and
any such business not properly brought before the meeting shall not
be transacted.

     3.3  Special Meetings and Notice Thereof.

          (a)  How Called.  Special meetings of the Shareholders
for any proper purpose whatsoever may be called at any time by two
Trustees or by Shareholders holding an aggregate of not less than
25% of the outstanding Shares of the Trust ("lot Shareholder(s)").
A special meeting may be called by any 25% Shareholder(s) only upon
written request delivered or mailed by registered mail or by
telegraphic or other facsimile transmission to the Chairman of the
Board, the President or the Secretary of the Trust, which request
contains a reasonably detailed description of the business desired
to be brought before the meeting and the reasons for conducting
such business at the meeting.  If a special meeting of Shareholders
is called upon the request of any 25% Shareholder(s), then the
Chairman of the Board shall cause Notice thereof to be promptly
given to the Shareholders entitled to vote in accordance with the
provisions of this Article III. Any special meeting will be held on
the date and at the time designated by the Chairman of the Board or
the Board of Trustees, which shall be not less than 10 nor more
than 70 days after the giving of Notice thereof.  If the Notice is
not given within 30 days after receipt of the request, the Person
or Persons requesting the meeting may give the Notice.  Nothing
contained in this Section 3.3 shall be construed as limiting,
fixing, or affecting the time when a meeting of Shareholders called
by action of two or more members of the Board of Trustees may be
held or the nature of the business that may be transacted at such
meeting.
        (b)  Notice.  Except in special cases where other express
provision is made by statute, Notices of such special meetings
shall be given in the same manner as for Annual Meetings of
Shareholders. The Notice of any special meeting shall specify, in
addition to the place, the day and the hour of such meeting, the
purpose or purposes of the business to be transacted at the
meeting, and no other business that is not specified in the Notice
may in fact be transacted.  In the case of any special meeting
called at the request of any 25% Shareholder(s), the only business
which may be proposed by such lot Shareholder(s) in the Notice of
the meeting, or proposed by such lot Shareholder(s) to be
transacted at the meeting, shall be the business specified in such
25% shareholder(s) request for a special meeting.  In the case of
any special meeting called at the request of any 25%
Shareholder(s), however, any two Trustees may bring business before
the meeting which is in addition to the business proposed by the
25% Shareholder(s), which additional business may be proposed by
any two Trustees in the Notice of the meeting.
     3.4  Conduct of Meetings.  The Chairman of the Board of
Trustees (or such other person as may be designated by the Board of
Trustees to chair any annual or special meeting of the
Shareholders) (the "Chairman") shall be authorized to determine or
to establish procedures governing the organization of each annual
or special meeting of Shareholders, the order of business to be
considered at such meetings and all matters relating to the conduct
of such meetings including, without limitation, admission to the
meetings and admission procedures, the persons entitled to address
the meetings, time limits for speaking, question and answer
periods, the permissibility or impermissibility of utilizing court
reporting equipment, tape recorders, cameras or other mechanical
devices, the opening and closing of the polls, and, subject to
Section 3.12, the inspection and counting of proxies and ballots.
Meetings shall be conducted in a manner designed to accomplish the
business of the meetings in a prompt and orderly fashion, without
distraction and disruption. Roberts' Rules of Order or any other
manual or parliamentary procedure shall have no applicability to
the conduct of such Shareholders' meetings unless otherwise
determined by the Chairman.
     3.5  Record Date for Shareholder Notice, Voting and Giving
Consents. For purposes of determining the Shareholders entitled to
notice of any meeting or to vote or entitled to give consent to
corporation action with a meeting, the Board of Trustees may in
advance fix a record date that shall not be more than 70 days nor
less than 10 days before the date of any such meeting nor more than
70 days before any such action without a meeting. Except as
otherwise provided in the Missouri General and Business Corporation
Law, only Shareholders of record on the date so fixed are entitled
to notice and to vote or to give consents, as the case may be,
notwithstanding
any transfer of any Shares on the books of the Trust after the
record date.
   If the Board of Trustees does not so fix a record date, only the
shareholders who are shareholders of record at the close of
business on the twentieth (20th) day preceding the date of the
meeting shall be entitled to notice of, and to vote at, the
meeting, and any adjournment of the meeting; except that, if prior
to the meeting written waivers of notice of the meeting are signed
and delivered to the Trust by all of the shareholders of record at
the time the meeting is convened, only the
shareholders who are shareholders of record at the time the meeting
is convened shall be entitled to vote at the meeting, and any
adjournment of the meeting.
   3.6  Adjourned Meetings and Notice Thereof.  Whether or not a
quorum is present, by the vote of the majority of the Shares the
holders of which are either present in person or represented by
proxy thereat, any annual or special Shareholders' Meeting may be
adjourned successively to a specified date not longer than one
hundred twenty (120) days after such adjournment, and no notice
need be given of such adjournment to shareholders not present at
the meeting.
     3.7  Voting at Meetings of Shareholders.  Subject to the
provisions of Section 351.265 of the Missouri General and Business
Corporation Law, and subject to the right of the Board of Trustees
to provide otherwise, only persons in whose name Shares entitled to
vote are registered the stock records of the Trust on the day
immediately preceding the day upon which notice of any meeting of
Shareholders is given, as provided in this Article, shall be
entitled to notice of and to vote at such meeting, notwithstanding
any transfer of any Shares on the books of the Trust after such
record date; provided, however, such record date shall not be more
than seventy (70) days nor less than ten (10) days prior to such
meeting.
Such vote may be via voce or by ballot; provided, however, that all
elections for Trustees must be by ballot upon demand made by any
Shareholder at any election and before the voting begins.  Except
as otherwise provided in the Organizational Documents each
outstanding Share shall be entitled to one vote on each matter
submitted to a vote of Shareholders.

    Every Shareholder entitled to vote at any election for Trustees
shall have the right to cumulate his votes and give one candidate a
number of votes equal to the number of Trustees to be elected,
multiplied by the number of votes to which his Shares are entitled,
or to distribute his votes on the same principle among as many
candidates as he shall think fit. The candidates receiving the
highest number of votes up to the number of Trustees to be elected
shall be elected.
      The shareholders shall have the voting rights regarding
amendment to these Bylaws as set forth in Article XI hereof.

     3.8  Quorum.  The presence in person or by proxy of a majority
of the Shares entitled to vote at any meeting shall constitute a
quorum for the transaction of business.  Except as provided in the
next sentence, the affirmative vote of a majority of the Shares
represented and voting at a duly held meeting at which a quorum is
present shall be an act of the Shareholders, unless a vote of a
greater number is required by the Articles
of Incorporation, these Bylaws or by the Missouri General and
Business Corporation Law.  The Shareholders present at a duly
called or held meeting at which a quorum is present may continue to
do business until adjournment, notwithstanding the withdrawal of
enough Shareholders to leave less than a quorum, if any action
taken (other than adjournment is approved by at least a majority of
the Shares required to constitute a quorum.

   3.9  Waiver of Notice or Consent of Absent Shareholders.  The
transactions of any annual or special meeting of Shareholders,
however called and noticed, shall be as valid as though conducted
at a meeting duly held after regular call and notice if a quorum is
present either in person or by proxy and if, either before or after
the meeting, each of the Shareholders entitled to vote but not
present in person or by proxy signs a written waiver of notice of
or a consent to the holding of such meeting or an approval of the
minutes thereof.  All such waivers, consents, or approvals shall be
filed with the corporate records or made a part of the minutes of
the meeting.
  3.10  Action without Meeting.  Except as elsewhere provided in
this
Section 3.9, any action that may be taken at any annual or special
meeting of Shareholders may be taken without a meeting and without
prior notice if a consent in writing, setting forth the action so
taken, is signed by the holders of all of the outstanding Shares.
   Any Shareholder giving a written consent, any such Shareholder's
proxyholder, or any transferee of the Shares of or a personal
representative of any such Shareholder or proxyholder may revoke
that consent by a writing received by the Trust prior to the time
that written consents of the number of Shares required to authorize
the proposed action have been filed with the Secretary of the Trust
but may not do so thereafter.  Any such revocation shall be
effective upon its receipt by the Secretary of the Trust.

     Except for elections of Trustees or officers, any form of
written consent distributed to ten or more Shareholders must afford
the Person whose consent is thereby solicited an opportunity to
specify a choice among approval, disapproval, or abstention as to
each matter or group of related matters presented.
     3.11  Proxies.  Every person entitled to vote or execute
consents shall have the right to do so either in person or by one
or more agents authorized by a written proxy executed by such
person or his duly authorized agent and filed with the Secretary of
the Trust, provided that no such proxy shall be valid after the
expiration of 11 months from the date of its execution unless the
person executing it specifies therein the length of time for which
such proxy is to continue in force.
    A proxy shall be deemed signed if the Shareholder's name is
placed on the proxy (whether by manual signature, typewriting,
telegraphic transmission or otherwise) by the Shareholder or the
Shareholder's attorney in fact.  A validly executed proxy which
does not state that it is irrevocable shall Continue in full force
and effect unless revoked by the Person executing it before the
vote pursuant to that proxy by (1) a writing delivered to the Trust
stating that the proxy is revoked, (2) execution of a subsequent
proxy, (3) attendance at the meeting and voting in person, or (4)
transfer of the Shares represented by the proxy to a transferee who
becomes a Shareholder of record prior to the record date
established for the vote.  Such validly executed proxy otherwise
may be revoked by written notice of the death or incapacity of the
maker of that proxy received by the Trust before the vote pursuant
to that proxy is counted.  The revocability of a proxy that states
on its face that it is irrevocable shall be governed by the
provisions of Section 351.245(4) of the Missouri General and
Business Corporation Law.
     Except with respect to election of Trustees or officers, any
proxy distributed to 10 or more Shareholders must afford the Person
voting an opportunity to specify a choice among approval,
disapproval, or abstention as to each matter or group of related
matters.
     3.12  Inspectors of Election.  Before any meeting of
Shareholders, the Board of Trustees may appoint any Persons other
than nominees for office to act as inspectors of election at the
meeting or its adjournment.  If no inspectors of election are so
appointed, the Chairman of the meeting may, and on the request of
any
Shareholder or a Shareholder's proxy shall, appoint inspectors of
election at the meeting. The number of inspectors shall not be less
than two.  If inspectors are appointed at a meeting on the request
of one or more Shareholders or proxies, the holders of a majority
of Shares or their proxies present at the meeting shall determine
the precise number of inspectors to be appointed.  If any Person
appointed as inspector fails to appear or fails or refuses to act,
the Chairman of the meeting may, and upon the request of any
Shareholder or a Shareholder's proxy shall, appoint a Person to
fill that vacancy.
     These inspectors shall:
          (a)  Determine the number of Shares outstanding and the
voting power of each, the Shares represented at the meeting, the
existence of a
quorum, and the authenticity, validity, and effect of proxies; (b)
          Receive votes, ballots, or consents;
          (c)  Hear and determine all challenges and questions in

any

way arising in connection with the right to vote;

          (d)  Count and tabulate all votes or consents;

          (e)  Determine when the polls shall close;

          (f)  Determine the result; and

          (g)  Do any other acts that may be proper to conduct the


election or vote with fairness to all Shareholders.








     ARTICLE IV








          TRUSTEES








    4.1  Powers.  The directors of this corporation shall have
fiduciary obligations to the Shareholders and shall be called
"Trustees." Notwithstanding said designation, however, they will
have no different or greater level of fiduciary duty and
responsibility than do directors of any Missouri business
corporation.  Subject to limitations of the Articles of
Incorporation, the Bylaws, and the Missouri General and Business
Corporation Law relating to action required to be authorized or
approved by the Shareholders or the outstanding Shares, and subject
to the duties of Trustees as prescribed by the Bylaws, all
corporate powers shall be exercised by or under the authority of,
and the business and affairs of the Trust
shall be controlled by, the Board of Trustees. Without prejudice to
those general powers, but subject to the same limitations, it is
hereby expressly declared that the Trustees shall have the
following powers:
          First:  To conduct, manage, and control the affairs and
business of the Trust and to make such rules and regulations
therefor not inconsistent with law or with the Organizational
Documents as they may deem best.
          Second:  To select and remove all officers, agents, and
employees of the Trust, to prescribe such powers and duties for
them as may not be inconsistent with law or the Organizational
Documents and to fix their compensation.
          Third:  To change the principal office for the
transaction of the
business of the Trust from one location to another within the same
county, as provided in Article II, Section 2.1, hereof; to fix and
locate from time to time one or more subsidiary offices of the
Trust within or without the State of California, as provided in
Article II, Section 2.2. hereof; to designate any place within or
without the State
of California for the holding of any Shareholders' meeting or
meetings; to adopt, make and use a Trust seal, to prescribe the
forms of certificates of stock and to alter the form of such seal
and of such certificates from time to time as in their judgment
they may deem appropriate, provided that such seal and such
certificates shall at all times comply with the provisions of law;
and to cause the Trust to be qualified to do business in California
and any other state, territory, dependency, or country.
          Fourth:  To authorize, from time to time, the issuance of
Shares, warrants, convertible debt, and options of the Trust, upon
such terms as may be lawful as dividends or in consideration of
money paid, labor done or services actually rendered, debts or
securities canceled, or tangible or intangible property actually
received.
          Fifth:  To borrow money and incur indebtedness for the
purposes of the Trust and to cause to be executed and delivered
therefor in the Trust's name promissory notes, bonds, debentures,
deeds of trust, mortgages, pledges, hypothecations or other
evidences of debt, and securities therefor; to engage in
transactions commonly referred to as "interest rate swaps"; to
guarantee, indemnify, or act as surety with respect to payment or
performance of obligations of third parties; to enter into other
obligations on behalf of the Trust; and to assign, convey,
transfer, mortgage, subordinate, pledge, grant security interests
in, encumber, or hypothecate the Trust Estate to secure any of the
foregoing, subject to the restriction set forth in section 8.2(d).
The Trustees shall review the Trust's borrowing policy at least
quarterly.
          Sixth:  By resolution adopted by a majority of the
authorized number of Trustees, to designate one or more committees,
including an Executive committee, each consisting of two or more
Trustees to serve at the pleasure of the Board.  The Board may
designate one or more Trustees as alternate members of any
committee, who may replace any absent member at any meeting of the
committee.  A majority of the Executive Committee shall be at all
times Independent Trustees; provided, however, that upon a failure
to comply with this
requirement because of death, resignation, or removal of a Trustee,
this requirement shall not be applicable for a period of 60 days.
Any such committee shall have all the authority of the Board to the
extent provided in the resolution of the Board or in the Bylaws,
subject to the limitations contained or in the Missouri General and
Business corporation Law.
          Seventh:  To declare dividends at such times and in such
amounts as the condition of Trust affairs may warrant.
          Eighth:  To purchase and pay for insurance contracts and
policies insuring the Trust's assets against any and all risks and
insuring the Trust and/or any or all the Trustees, the
Shareholders, officers, employees, agents, investment advisors, and
independent contractors of the Trust against any and all claims and
liabilities of every nature asserted by any Person arising by
reason of any action alleged to have been taken or omitted by the
Trust or by any such Person as Trustee, Shareholder, officer,
employee, agent, investment advisor, or independent contractor,
whether or not the Trust would have the power to indemnify such
Person against such liability.
       Ninth:  To enter into joint ventures, general or limited
partnerships, and other lawful combinations or associations with
independent third parties, with the Advisor or its Affiliates, with
a trust, corporation, partnership, or other entity controlled,
advised, or managed by the Advisor, or with a combination of such
Persons, subject to the restrictions set forth in Section 8.3(j).

          Tenth:  To sell, lease, convey, exchange, transfer or
otherwise dispose of any of the Trust's properties and assets in
the ordinary course of its business without Shareholder approval.
          Eleventh:  To restructure the Trust's activities in any
manner they deem appropriate without the consent of Shareholders if
they in their reasonable discretion deem that restructuring
necessary to avoid having the Trust's assets treated as "plan
assets" under the Employee Retirement Income Security Act of 1974
(ERISA).
          Twelfth:  Generally, to exercise all the powers and to
perform all of the acts and duties pertaining to their office that
from time to time may be permitted by law.
 The Trustees in their capacity as Trustees shall not be required
to devote their entire time to the business and affairs of the
Trust.

      4.2  Number and Qualification of Trustees.  The number of
Trustees may be increased or decreased by the Trustees or
Shareholders, but shall be not less than three (3) nor more than
seven (7) until changed by an amendment to the Articles of
Incorporation or to this Bylaw.  The number of initial Trustees
shall be three.  The Secretary of State of the State
of Missouri shall be notified within thirty (30) days of any change
in the authorized number of Trustees.
4.3  Election and Term of Office.  The Trustees shall be elected at
each Annual Meeting of Shareholders.  However, if any such Annual
Meeting is not held or if the Trustees are not elected thereat, the
Shareholders may elect the Trustees at any special meeting held for
that purpose.  All Trustees shall hold office until the first
annual meeting of the Shareholders or until their respective
successors are elected.
    4.4  Nomination of Trustees.  Nominations for the election of
Trustees may be made by the Board of Trustees or by any Shareholder
entitled to vote in the election of Trustees generally; provided,
however, any Shareholder entitled to vote in the election of
Trustees generally may nominate one or more persons for election as
Trustees at a       meeting only if written notice of such
Shareholder's intent
to make
such nomination or nominations has been given, by personal
delivery, by registered mail or by telegraphic or other facsimile
transmission, and actually received by the Secretary of the Trust
not less than seventy (70) days in advance of such meeting or the
close of business
of the tenth (10th) day following the date on which public
disclosure of the date of the meeting is first made to
Shareholders, whichever is later. Each such notice shall set forth:
(a) the name and address of the Shareholder who intends to make the
nomination and of the person or persons to be nominated; (b) a
representation that the Shareholder is a holder of record of stock
of the Trust entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all
arrangements or understandings between the Shareholder and each
nominees and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be
made by the Shareholder; (d) such other information regarding each
nominee proposed by such Shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of
the Securities Exchange Act of 1934, as amended, had the nominee
been nominated, or intended to be nominated, by the Board of
Trustees; and (e) the consent of each nominee to serve as a Trustee
if so elected.  The Chairman of the meeting may refuse to
acknowledge the nomination of any person not made in compliance
with the foregoing procedure.
     4.5  Vacancies.  Vacancies in the Board of Trustees may be
filled by a majority of the remaining Trustees (even if less than a
quorum) or by a sole remaining Trustee, except that a vacancy
created by the removal of a Trustee by the vote or written consent
of the Shareholders or by court order may be filled only by the
vote of a majority of the Shares entitled to vote represented at a
duly held meeting at which a quorum is present or by the written
consent of holders of a majority of the outstanding Shares entitled
to vote. Each Trustee so elected shall hold office until his
successor is elected at an Annual or a special meeting of the
Shareholders.
A vacancy or vacancies in the Board of Trustees shall be deemed to
exist in case of the death, resignation, or removal of any Trustee,
if the authorized number of Trustees is increased, or if the
Shareholders fail to elect the authorized number of Trustees to be
voted for at any
meeting at which any Trustee or Trustees are elected.
   Any Trustee may resign effective on giving written notice to the
Chairman of the Board, the President, the Secretary, or the Board
of Trustees.  The Shareholders may elect a Trustee or Trustees at
any time to fill any vacancy or vacancies not filled by the
Trustees.
     If the Board of Trustees accepts the resignation of a Trustee
tendered to take effect at a future time, the Board or the
Shareholders shall have the power to elect a successor to take
office when the resignation is to become effective.
     Notwithstanding any of the above, any remaining Independent
Trustees shall nominate replacements for vacancies amongst the
Independent Trustee positions.
   No reduction in the authorized number of Trustees shall have the
effect of removing any Trustee prior to the expiration of his term
of office.

     If the number of vacancies occurring during a year is
sufficiently large that a majority of the Trustees in office has
not been elected by the Shareholders, the holders of 5% or more of
the outstanding Shares entitled to vote may call a special meeting
of Shareholders to elect the entire Board of Trustees.

   4.6  Place of Meeting.  Regular meetings of the Board of
Trustees shall be held at any place within or without the State of
California which has been designated from time to time by the
Chairman of the Board or by written consent of all members of the
Board.  In the absence of such designation, regular meetings shall
be held at the principal office of the Trust.  Special meetings of
the Board may be held either at a place so designated or at the
principal office. Special meetings of any committee established
hereunder shall be held
at any place designated by the Chairman of the committee or all
members of the committee or at the principal office.  Members of
the Board and any such committee may participate in a meeting
through use of conference telephone or similar communication
equipment, so long as all members participating in such meeting can
hear one another. Participation in a meeting by means of the above
described procedure shall constitute presence in person at such
meeting.
  4.  Organization Meeting.  Unless the Board of Trustees decides
otherwise, it shall hold a regular meeting for the purpose of
election of officers and the transaction of other business
immediately following each Annual Meeting of Shareholders.  Notice
of that meeting is hereby dispensed with.

     4.8  Special Meetings.  Special meetings of the Board of
Trustees for any purpose or purposes may be called at any time by
the Chairman of the Board, the President, or any two Trustees.
Special meetings of any committee established hereunder may be
called by the Chairman of the Board or any two members of that
committee.
     Written notice of the time and place of special meetings of
the Board of Trustees, or any committee established hereunder,
shall be delivered personally to the Trustees or committee members
or sent to each Trustee or
committee member by mail or by other form of written communication,
charges prepaid, addressed to him at his address as it appears upon
the records of the Trust or, if that address is not so shown or is
not readily ascertainable, at the place in which the meetings of
Trustees are regularly held.  If that notice is mailed, it shall be
deposited in the United States mail in the location of the Trust's
principal office at least 4 days before the meeting.  If that
notice is delivered personally or telegraphed, it shall be so
delivered or deposited with the telegraph company at least 48 hours
before the meeting in the case
of a meeting of the Board of Trustees, or at least 24 hours before
the meeting in the case of a committee meeting. In addition to the
written notice pursuant to this paragraph, notice of meetings of
committees established hereunder may also be given orally by the
Chairman of the Board or President, either personally or by
telephone, at least 24 hours before the meeting. Any such mailing,
telegraphing, delivery, or oral communication shall be due, legal,
and personal notice to such Trustee.
     4.9  Adjournment.  Irrespective of whether they constitute a
quorum, a majority of the Trustees present may adjourn any Trustees
meeting to
another time and place.
     4.10  Notice of Adjournment.  If a meeting is adjourned for
more than 24 hours, before the time of the adjourned meeting notice
thereof shall be given to the Trustees who were not present at the
time of adjournment.

   4.11  Entry of Notice.  Whenever any Trustee has been absent
from
any special meeting of the Board of Trustees, an entry in the
minutes to the effect that notice has been duly given shall be
conclusive and incontrovertible evidence that due notice of that
special meeting was given to such Trustee as required by law and
the Bylaws of the Trust.

     4.12  Waiver of Notice.  The transactions of any meeting of
the Board of Trustees, however called and noticed and wherever
held, shall be as valid as though conducted at a meeting duly held
after regular call and notice if a quorum is present and if either
before or after the meeting each of the Trustees not present signs
a written waiver of notice of or consent to holding the meeting or
an approval of the minutes thereof.  All such waivers, consents, or
approvals shall be filed with the corporate records or made a part
of the
minutes of the meeting.
    4.13  Quorum.  Except to adjourn as hereinabove provided, a
majority
of the authorized number of Trustees or number of members of any
committee established hereunder, as the case may be, shall be
necessary to constitute a quorum for the transaction of business.
Every act or decision of a majority of the Trustees or committee
members at a meeting duly held at which a quorum is present shall
be regarded as an act of the Board of Trustees unless a greater
number is required by law or by the any of the Organizational
Documents. However, a meeting at which a quorum is initially
present may continue to transact business notwithstanding the
withdrawal of Trustees or committee members, provided that unless
otherwise expressly permitted by these Bylaws, any action taken
under those circumstances must be approved by at least a majority
of the required quorum for such meeting.

     4.14  Fees and Compensation.  The Trustees shall be entitled
to receive such reasonable compensation for their services as
Trustees may fix or determine from time to time; provided, however,
that Trustees and officers of the Trust who are affiliated with the
Advisory Company shall not receive compensation from the Trust for
their services as Trustees or officers of the Trust, although such
Trustees shall be entitled to reimbursement for expenses incurred
in connection with their service as Trustees or officers of the
Trust. The Trustees shall also be entitled to receive remuneration
either directly or indirectly for services rendered to the Trust in
any other capacity.  Such services may include, without limitation,
services as an officer of the Trust, legal, accounting, or other
professional services, or services as a broker, transfer agent, or
underwriter, whether performed by a Trustee or any person
affiliated with a Trustee.
     4.15  Action without Meeting.  Any action required or
permitted to
be taken by the Board of Trustees under the Missouri General and
Business Corporation Law may be taken without a meeting if all
members of the Board individually or collectively consent in
writing to such action. Any such consent or consents shall be filed
with the minutes of the meetings of the Board.  Any certificate or
other document filed under the provision of the Missouri General
and Business Corporation Law relating to an action so taken shall
state that the action was taken by unanimous written consent of the
Board of Trustees without a meeting and that the Bylaws authorized
the Trustees to so do.
     4.16  Independent Trustees.  Except during the 60 days
following the
departure of an Independent Trustee, a majority of the Trustees and
a majority of the members of any Trust committee will at all times
be Independent Trustees.  Successor Independent Trustees will be
nominated by any remaining Independent Trustees.  Notwithstanding
any other provision of these Bylaws, the Independent Trustees, in
addition to their other duties, to the extent that they may legally
do so, shall:
        (a)  Monitor the relationship of the Trust with the
          Advisor.
In this regard, the Independent Trustees as a group, in addition to
all Trustees as a group, will monitor the Advisor's performance of
the Advisory Agreement and will determine at least annually that
the Advisor's compensation under the Advisory Agreement is
reasonable in relation to the nature and quality of services
performed.  Such determination will be based on (i) the size of the
advisory fee in relationship to the size, composition, and
profitability of the invested assets, (ii) advisory fees paid to
other advisors by other real estate investment trusts and to
advisors performing similar services by investors other than real
estate investment trusts, (iii)
other compensation paid to the Advisor and its Affiliates by the
Trust, and (iv) all other factors such Independent Trustees may
deem relevant. The Independent Trustees will also monitor the
Advisor's resolution of any conflicts of interest in the
presentation of investment opportunities to the Trust and any other
public entity sponsored by the Advisor.
          (b)  Review at least annually the Trust's investment
policies to determine that they remain in the best interests of the
Shareholders.
          (c)  Take reasonable steps to ensure that the Annual
          Report is
sent to Shareholders and that the Annual Meeting is conducted
pursuant to Article III.
        (d)  Monitor the relationship of the Trust with its
independent accountants.
         (e)  Approve the selection of qualified independent
appraisers to determine the fair market value of property prior to
acquisition.
          (f)  Determine the adequacy of any noncash consideration
          given
upon the exercise of any options or warrants.
          (g)  Determine at least annually that the total fees and
expenses of the Trust are reasonable in light of its net assets,
net income, and investment experience of the Trust and the fees and
expenses of comparable Advisors in real estate.  In this regard,
the Independent Trustees will have the fiduciary responsibility of
limiting Operating Expenses to amounts that do not exceed the
limitation set forth in Section 7.4, unless they conclude that a
higher level of expenses is justified based on unusual nonrecurring
factors or other factors they deem sufficient.
        (h)  Determine that any borrowing in excess of the
limitation as set forth in Section 8.2(d) is appropriate.

   The vote or consent of a majority of the Independent Trustees
qualified to act and present at any meeting of the Trustees or
committee at which a quorum of Trustees or committee members is
present will constitute the action of the Independent Trustees.
All required determinations and the bases therefor, if required to
be stated, will be reflected in the minutes.
     4.17  Removal of Trustee for Cause.  The Board of Trustees may
declare vacant the office of a Trustee who has been declared of
unsound mind by an order of court, or who has pled guilty or nolo
contendere to or been convicted of a felony involving moral
turpitude.
     4.18  Removal of Trustee without Cause.  Any or all Trustees
may be removed without cause if their removal is approved by the
affirmative vote of a majority of the outstanding Shares entitled
to vote, subject to the following restrictions and those
restrictions contained in Section 351.315(2) of the Missouri
General and Business Corporation Law.  No Trustee may be removed
(unless the entire Board is removed) if the votes cast against the
individuals removal, or not consenting in writing to such removal,
would be sufficient to elect such Trustee if voted cumulatively at
an election at which the same total number of votes were cast (or,
if such action is taken by written consent, all Shares entitled to
vote were voted) and the entire number of Trustees authorized at
the time of the Trustee's most recent election were being elected.
Any reduction of the authorized number of Trustees shall not
operate to remove any Trustee prior to the expiration of such
Trustee's term of office.
     4.19  Visitors.  No person other than a Trustee may attend any
meeting of the Board of Trustees without the consent of the
majority of the Trustees present; provided, however, that a
representative of legal counsel for the Trust and a representative
of the independent certified public accountant for the Trust may
attend any such meeting upon the invitation of any Trustee.
     ARTICLE V
     OFFICERS
     5.1  Officers.  The officers of the Trust shall be a Chairman
of the Board, a Chief Executive Officer, a President, a Secretary,
a Chief Financial Officer, a Treasurer, and such other officials
with such titles and duties as may be appointed in accordance with
the provisions of Section 5.3 hereof.  Any number of offices may be
held by the same person.
     5.2  Election.  The officers of the Trust, except such
officers as may be appointed in accordance with the provisions of
Section 5.3 or Section 5.5 hereof, shall be chosen annually by the
Board of Trustees, and each shall hold his office until he resigns,
is removed, is otherwise disqualified to serve, or his successor is
elected and qualified.
   5.3  Subordinate Officers.  The Board of Trustees may appoint
such other officers as the Trust's business requires, each of whom
shall hold office for such period, have such authority and perform
such duties as are provided in the Bylaws or as the Board of
Trustees may from time to time determine.
     5.4  Removal and Resignation.  A majority of Trustees may
remove any officer with or without cause at any regular or special
meeting of the Board.
   Any officer may resign at any time by giving written notice to
the Trust's Board of Trustees, Chairman, President or Secretary.
Any such resignation shall take effect at the date of the receipt
of such notice or any later time specified therein.  Unless
otherwise specified therein, the acceptance of such a resignation
shall not be necessary to make it effective.

     5.5  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause shall be
filled in the manner prescribed in the Bylaws for regular
appointments to such office.

     5.6  Chairman of the Board.  The Chairman of the Board, if
present, shall preside at all meetings of the Board of Trustees and
Shareholders and exercise and perform all such other powers and
duties as may from time to time be assigned to him by the Board of
Trustees or prescribed by the Bylaws.  He shall be an ex-officio
member of all standing committees.

5.7  Chief Executive Officer.  Subject to the Board of Trustees and
the supervisory powers of the Chairman of the Board, the Chief
Executive Officer shall have general supervision, direction and
control of the business and management of the Trust.  He shall
preside at meetings of the Shareholders or at meetings of the Board
of Trustees if the Chairman is absent.

     5.8  President.  The President shall have such powers and
shall perform such duties as prescribed for him respectively by the
Board of Trustees and the Chief Executive Officer.  In the absence
or disability of the Chief Executive officer, the President shall
perform all the duties of the Chief Executive officer and, when so
acting, shall have all the powers of and be subject to all the
restrictions upon the Chief Executive Officers.
     5.9  Vice Presidents.  In the absence or disability of the
President and the Chief Executive Officer, the Vice Presidents in
order of their rank as fixed by the Board of Trustees or, if not
ranked, the Vice President designed by the Board of Trustees or the
Chief Executive Officer, shall perform all the duties of the
President and, when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Vice
Presidents shall have such other powers and shall perform such
other duties as from time to time may be prescribed for them
respectively by the Board of Trustees, the ChiefExecutive Officer
or the Bylaws.
   5.10  Secretary.  The Secretary shall keep a book of minutes at
the Trust's principal place of business or at such other place of
business as the Trustees may order.  These minutes shall record the
proceedings of Trustee and Shareholder meetings and shall set forth
the following items with respect to each such meeting: its time and
place; its quality as regular or special; the manner of notice
given; for Trustee meetings, the names of those present; for
Shareholder meetings, the number of Shares present or represented;
and, for special meetings, the manner in which authorized.
   The Secretary shall keep a Share register or duplicate thereof
at the Trust's principal office or at the office of the Trust's
transfer agent. This register shall set forth the names of the
Shareholders and their addresses, the number and classes of Shares
held by each (whether in certificate or "unissued certificate"
form), the number and the date of certificates issued for the same,
if any, and the name and date of cancellation of every certificate
surrendered for cancellation.

     The Secretary shall give notice of all the meetings of the
Shareholders and of the Board of Trustees required by the Bylaws or
by law, shall keep the seal of the Trust in safe custody, and shall
have such other powers and perform such other duties as may be
prescribed by the Board of Trustees or the Bylaws.

   5.11  Assistant Secretaries.  In the absence or disability of
the Secretary, the Assistant Secretaries in order of their rank as
fixed by the Board of Trustees or, if not ranked, the Assistant
Secretary designated by the Board of Trustees, shall perform all
the duties of the Secretary and,
when so acting, shall have all the powers of and be subject to, all
the restrictions upon the Secretary.  The Assistant Secretaries
shall have such other powers and shall perform such other duties as
from time to time may be prescribed for them respectively by the
Board of Trustees or the Bylaws.

   5.12  Chief Financial Officer.  The Chief Financial officer
shall keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and business
transactions of the Trust, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital,
surplus, and Shares.

  The Chief Financial officer shall deposit all moneys and other
valuables in the name and to the credit of the Trust with such
depositories as may be designated by the Board of Trustees.  He
shall be responsible for the proper disbursement of the Trust's
funds as may be ordered by the Board of Trustees and shall render
to the Chairman, Chief Executive Officer or Trustees, whenever they
request it, an account of all of his transactions as Chief
Financial Officer and the financial condition of the Trust.  The
Chief Financial Officer shall prepare a proper annual budget of
income and expenses for each calendar year, revised quarterly, for
approval of or revision by the Board of Trustees, and shall be
responsible for the handling of finances in connection therewith.
He shall have such other powers and shall perform such other duties
as may be prescribed by the Board of Trustees.  He shall see that
all officers signing checks and all officers and employees handling
cash are, if required by the Board of Trustees, bonded in such
amounts as may be fixed from time to time by the Board of Trustees.
     5.13  Treasurer.  The Treasurer shall have the powers and
shall perform such duties as prescribed for him respectively by the
Board of Trustees and the Chief Financial Officer.  In the absence
of or disability of the Chief Financial officer, the Treasurer
shall perform all the duties of the Chief Financial Officer and,
when so acting, shall have the powers of and be subject to all the
restrictions upon the Chief Financial Officer.
  5.14  Assistant Treasurers.  In the absence of or disability of
the Chief Financial Officer and the Treasurer, the Assistant
Treasurers in order of their rank as fixed by the Board of Trustees
or, if not ranked, the Assistant Treasurer designated by the Board
of Trustees or by the Chief Financial Officer, shall perform all
the duties of the Treasurer and, when so acting, shall have the
powers of and be subject to all the restrictions upon the
Treasurer.  The Assistant Treasurers shall have such other powers
and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Trustees, the
Chief Financial Officer or the Bylaws.
     ARTICLE VI
     SHARES OF STOCK
     6.1  Registered Ownership, Share Certificates and Shares in
"Uncertificated" Form.  Shares shall be certificated and
transferred in accordance with these Bylaws, but need not be
certificated unless the Shareholder elects to have Share
certificates issued to him.  The Persons in whose names
certificates or Shares in "uncertificated" form are registered on
the records of the Trust shall be deemed the absolute owners of the
Shares represented thereby for all purposes of the Trust. However,
nothing herein shall preclude the Trustees or officers or their
agents and representatives from inquiring as to the actual
ownership of Shares.  Until a transfer is duly effected on the
records of the Trust, the Trustees shall not be affected by any
notice of such transfer, either actual or constructive.  The
receipt by the Person in whose name any Shares are registered on
Trust records by his duly authorized agent or, if such Shares are
so registered in the names of more than one Person, the receipt of
any one of those Persons or duly authorized agent thereof shall be
a sufficient discharge for all dividends or distributions payable
or deliverable in
respect of those Shares and from all liability to see the
application thereof.  The certificates of Shares shall be in such
form consistent with the Articles of Incorporation and the laws of
the State of Missouri as shall be approved by the Board of
Trustees.  All such certificates shall be signed by the Chairman of
the Board, the President, or a Vice President and by the Treasurer,
an Assistant Financial Officer, the Secretary, or any Assistant
Secretary, certifying the number of Shares and the class or series
of Shares owned by the Shareholder.  Any or all of the signatures
on the certificate
may be facsimile.
    6.2  Transfer of Shares.  Subject to the provisions of law and
of
Sections 6.3, 6.4, and 6.5 hereof, Shares shall be transferable on
the records of the Trust only by the record holder thereof or by
his duly authorized agent.  Such transfers will only be made upon
delivery to the Trustees or a transfer agent of (i) the certificate
or certificates therefor (unless held in "uncertificated" form, in
which case an executed stock power duly guaranteed must be
delivered), properly endorsed or accompanied by duly executed
instruments of transfer, and (ii) all necessary documentary stamps
together with such evidence of the genuineness of each endorsement,
execution, or authorization and of other matters as the Trustees or
such transfer agent may reasonably require. Upon such delivery, the
transfer shall be recorded in the records of the Trust, and, if
requested, a new certificate for the Shares so transferred shall be
issued to the transferee.  In case of a transfer of only a part of
the Shares represented by any certificate or account, a new
certificate or statement of account for the balance shall be issued
to the transferor. Any Person becoming entitled to any Shares in
consequence of the death of a Shareholder or otherwise by operation
of law shall be recorded as the holder of such Shares and, if
requested, shall receive a
new certificate therefor upon delivery to the Trustees or a
transfer agent of (i) instruments and other evidence required by
the Trustees or the transfer agent to demonstrate such entitlement,
(ii) the existing certificate (or appropriate instrument of
transfer if held in "uncertificated" form) for such Shares, and
(iii) necessary releases and authorizations from applicable
governmental authorities.
Nothing in these Bylaws shall impose upon the Trustees or a
transfer agent a duty to, or limit their rights to, inquire into
adverse claims.
     6.3  Shareholders' Disclosures:  Redemption of Shares.  The
Shareholders shall upon demand disclose to the Trustees in writing
such information with respect to direct and indirect ownership of
the Shares as the Trustees deem necessary to comply with the
provisions of the Internal Revenue Code and the regulations
thereunder as the same shall be from time to time amended, or to
comply with the requirements of any other taxing authority.  If the
Trustees shall at any time and in good faith be of the opinion that
direct or indirect ownership of Shares of the Trust has or may
become concentrated to an extent that the Trust is disqualified as
or is in danger of being disqualified as a REIT under the REIT
Provisions of the Internal Revenue Code, the Trustees shall have
the power by lot or other means deemed equitable by them to prevent
the transfer of and/or call for redemption a number of such Shares
sufficient in the opinion of the Trustees to remove that danger of
disqualification or to maintain or bring the direct or indirect
ownership of Shares of the Trust into conformity with the
requirements for such a REIT.  The redemption price shall be (i)
the last reported sale price of the Shares on the last business day
prior to the redemption date on the principal national securities
exchange on which the Shares are listed or admitted to trading, or
(ii) if the Shares are not so listed or admitted to trading, the
average of the highest bid and lowest asked prices on such last
business day as reported by the NASDAQ, National Quotation Bureau
Incorporated or a similar organization selected by the Trust for
such purpose, or (iii) if not determined as aforesaid, as
determined in good faith by the Trustees. From and after the date
fixed for redemption by the Trustees, the holder of any Shares so
called for redemption shall cease to be entitled to dividends,
distributions, voting rights and other benefits with respect to
such Shares, excepting only to the right to payment of the
redemption price
fixed as aforesaid.  For the purpose of this Section 6.3, the term
"individual" shall be construed as provided in Section 542(a)(2) of
the Internal Revenue Code or any successor provisions and
"ownership" of Shares shall be determined as provided in Section
544 of the Internal Revenue Code or any successor provision.
  If the total Shares held by any Shareholder is less than 100, the
Trust may at its election redeem those Shares at a redemption price
determined under the principles set forth in the preceding
paragraph of this Section 6.3.
     6.4  Right to Refuse to Transfer Shares.  Whenever it is
deemed by then to be reasonably necessary to protect the tax status
of the Trust, the Trustees may require a statement or affidavit
from each Shareholder or transferee in a proposed transfer of
Shares or warrants or similar rights to purchase Shares, including
without limitation (i) any proposed exercise of warrants or similar
rights to purchase Shares, and (ii) any proposed conversion of a
convertible Security into Shares setting forth the number of Shares
(and warrants, rights or options to purchase Shares) already owned
by him and any related Person specified in the form prescribed by
the Trustees for that purpose.  If, in the opinion of the Trustees,
which shall be conclusive upon any proposed transferor or proposed
transferee of Shares or Warrants, any such proposed transfer or
exercise would jeopardize the status of the Trust as a REIT under
the Internal Revenue Code as now enacted or as hereafter amended,
or place the Trust in jeopardy of having its assets treated as
"plan assets" under ERISA, the Trustees may refuse to permit such
transfer or exercise.  Any attempted transfer or exercise as to
which the trustees have refused their permission shall be void and
of no effect to transfer any legal or
beneficial interest in the Shares or Warrants.  All contracts for
the sale or other transfer or exercise of Shares or Warrants shall
be subject to this provision.
     6.5  Limitation on Acquisition of Shares.
          (a)  Subject to the provisions of Section 6.5(b), no
person may own in excess of 9.8% of the total outstanding Shares,
and no Shares shall be transferred (or issued, for example, upon
the exercise of Warrants) to any person if, following such
transfer, such person's direct or indirect ownership of Shares
would exceed this limit.  For the purpose of this Section 6.5,
ownership of Shares shall be computed in accordance with Internal
Revenue Code Sections 542(a) and 544.
          (b)  If Shares are purportedly acquired by any person in
violation of this Section 6.5, such acquisition shall be valid only
to the extent it does not result in a violation of this Section
6.5, and such acquisition shall be null and void with respect to
the excess ("Excess Shares"), Excess Shares shall be deemed to have
been acquired and to be held on behalf of the Trust, and, as the
equivalent of Treasury Shares for such purpose, shall not be
considered to be outstanding for quorum or voting purposes, and
shall not be entitled to receive dividends, interest, or any other
distribution.
          (c)  This Section 6.5 shall apply to the acquisition of
Shares only after conclusion of the Trust's initial public offering
of its Shares and by means other than through the Trust's Dividend
Reinvestment Plan and a Shareholder will not be required to dispose
of Excess Shares acquired prior to the conclusion of that offering.
So long as any person so holds more than 9.8% of the outstanding
Shares, a lower percentage limit may be established by the Trustees
to the extent necessary to assure, to the extent possible, that no
five persons own more than 50% of the outstanding Shares.
          (d) The Trust shall, if deemed necessary or desirable to
implement the provisions of this Section 6.5, include on the face
or back of each Share or Warrant certificate issued by the Trust an
appropriate legend referring the holder of such certificate to the
restrictions contained in this Section 6.5 and stating that the
complete text of this Section 6.5 is on file with the Secretary of
the Trust at the Trust's offices.
          (e)  Nothing herein contained shall limit the ability of
the Trustees to impose, or to seek judicial or other imposition of,
additional restrictions if deemed necessary or advisable to protect
the Trust and the interests of its Shareholders by preservation of
the Trust's status as a qualified real estate investment trust
under the Internal Revenue Code.
         (f)  If any provision of this Section 6.5 or any
application
of any such provision is determined to be invalid by any federal or
state court having jurisdiction over the issue, the validity of the
remaining provisions shall not be affected and the other
applications of such provisions shall be affected only to the
extent necessary to comply with the determination of such court.
          (g)  For purposes of this Section 6.5,
               (1)  "Person" includes an individual, corporation,
partnership, association, joint stock company, trust,
unincorporated association or other entity, but shall not include a
stock bonus, domestic pension or profit sharing trust.
               (2)  "Shares" means the Shares of the Trust as
defined in these Bylaws, and includes any debt securities of the
Trust that are convertible into Shares.
   6.6  Lost or Destroyed Certificates.  The holder of any Shares
shall immediately notify the Trust of any loss or destruction of
the certificate therefor, and the Trust may issue a new certificate
in the place of any certificate theretofore issued by it alleged to
have been lost or destroyed, upon approval of the Board of
Trustees.  As a condition to authorizing the issue of such new
certificate, the Board may in its discretion require the owner of
the lost or destroyed certificate or hid legal representative to
make proof satisfactory to the Board of Trustees of the loss or
destruction thereof and to give the Trust a bond or other security,
in such amount and with such
surety or sureties as the
Board of Trustees may determine, as indemnity against any claim
that may be made against the Trust on account of any such
certificate so alleged to have been lost or destroyed.
    6.7  Dividend Record Date and Closing Stock Books.  The Board
of
Trustees may fix a date in the future as a record date for the
determination of the Shareholders entitled to receive any dividend
or distribution or any allotment of rights or to exercise rights
with respect to any change, conversion, or exchange of Shares.  The
record date so fixed shall not be more than seventy (70) days nor
less than ten (10) days prior to the date of such event for the
purposes of which it is fixed.  When a record date is so fixed,
only Shareholders of record on that day shall be entitled to
receive the dividend, distribution, or allotment of rights or to
exercise the rights, as the case may be, notwithstanding any
transfer of any Shares on the books of the Trust after the record
date.

     ARTICLE VII
     EMPLOYMENT OF ADVISOR AND
     LIMITATION ON OPERATING EXPENSES

   7.1  Employment of Advisor.  The Trustees are responsible for the
general policies of the Trust and for such general supervision of
the Trust's business conducted by all its officers, agents,
employees, advisors, managers, or independent contractors as may be
necessary to insure that its business conforms to the provisions of
these Bylaws. The Trustees will also exercise ultimate control over
the acquisition and disposition of the Trust's assets.  However, the
Trustees shall not be
required to conduct all the Trust's business personally, and,
consistent with their ultimate responsibility as stated above, they
shall have the power to appoint, employ, or contract with any Person
(including one or more of themselves or any corporation,
partnership, or trust in which one or more of them may be directors,
officers, stockholders, partners, or trustees) as they may deem
necessary or proper for the transaction of the Trust's business.
The Trustees may therefor employ or contract with such Person
(herein referred to as the "Advisor"), and they may grant or
delegate such authority to the Advisor as they may in their sole
discretion deem necessary or desirable without regard to whether
that authority is normally granted or delegated by Trustees.

     The Trustees (subject to the provisions of Sections 7.2 and
7.4) shall have the power to determine the terms of any arrangement
with and
the compensation of the Advisor or any other Person whom they may
employ or with whom they may contract; provided, however, that any
determination to employ or contract with any Trustee or any Person
of which a Trustee is an Affiliate shall be valid only if made,
approved, or ratified by the Independent Trustees.  The Trustees may
exercise broad discretion in allowing the Advisor to administer and
regulate the operations of the Trust, to act as agent for the Trust,
to execute documents on behalf of the Trust, and to make executive
decisions that conform to general policies and general principles
previously established by the Trustees. If the Trustees select any
successor Advisor, they shall determine that successor Advisor
possesses sufficient qualifications (a) to perform the advisory
function for the Trust and (b) to justify the compensation provided
for in its contract with the Trust.

     7.2  Term.  The Trustees shall not enter into any Advisory
Agreement with the Advisor unless that contract has a term of no
more than one (1) year and provides for annual renewal or extension
thereafter, subject to approval by the Trustees and the Shareholders
of the Trust.  The Trustees shall not enter into an Advisory
Agreement with any Person of which a Trustee is an Affiliate unless
that
contract provides for renewal or extension thereof by the
Independent Trustees. The Advisory Agreement may be terminated
without penalty by the Advisor upon 120 days' written notice, or by
the Trust without cause or penalty by action of the
Trustees, the Independent Trustees, or a majority of the
Shareholders of the Trust upon sixty (60) days' written notice, in a
manner to be set forth in the Advisory Agreement with the Advisor.
The Advisory Agreement shall also require the Advisor to cooperate
with the Trust to provide an orderly management transition after any
termination.

     7.3  Other Activities of Advisor.  The Advisor shall not be
required to administer the investment activities of the Trust as its
sole and exclusive function.  Rather, it may have other business
interests and may engage in other activities similar or in addition
to those relating to the Trust, including the rendering of services
and advice to other Persons (including other real estate investment
trusts) and the management of other investments (including
investments of the Advisor and its Affiliates).  The Trustees may
request the Advisor to engage in other activities which complement
the Trust's investments, and the Advisor may receive compensation or
commissions therefor from the Trust or other Persons.
     The Advisor shall be required to use its best efforts to
present a continuing and suitable investment program to the Trust
that is consistent with the investment policies and objectives of
the Trust. Neither the Advisor nor any Affiliate of the Advisor
(subject to any applicable provision of Sections 9.11 and 9.12)
shall be obligated to present any particular investment opportunity
to the Trust even if such opportunity is of a character which, if
presented to the Trust, could be taken by the Trust, and, subject to
the foregoing, shall be protected in taking for its own account or
recommending to others such particular investment opportunity.  The
Advisor must, however, inform the Trust of any investment
opportunities that are within the Trust's investment policies but
which the Advisor intends to offer first to another public entity
sponsored by the
Advisor.
     The Advisor, its Affiliates, and any trust, corporation,
partnership, or other entity controlled, advised, or managed by the
Advisor, or a combination thereof, may enter into (i) joint
ventures, partnerships or other lawful combinations or associations
with the Trust in connection with the acquisition and ownership of
real property investments and (ii) a reorganization with the Trust;
provided, that the Trust and that entity or those entities together
have a controlling interest in such joint venture, partnership,
combination or association; and provided, further, that the terms
and conditions of any such joint
venture, partnership, combination or association must be approved by
the Independent Trustees.  Subject to the foregoing conditions, the
Trust may
contribute its real property or other assets from or to Affiliates
or nonAffiliates in the event the Trust determines to enter into a
joint venture or reorganization with such entities.
     The Advisor, its Affiliates, and any trust, corporation,
partnership, or other entity controlled, advised, or managed by the
Advisor, or a combination thereof, may loan money to the Trust or
borrow money from the Trust and any such loans to the Trust may be
secured by the Trust's assets, provided, that the terms and
conditions of any such loans or borrowings must be approved by the
Independent Trustees.
     Upon request of any Trustee, the Advisor and any Person who
controls, is controlled by, or is under common control with the
Advisor, shall promptly furnish the Trustees with information on a
confidential basis as to any investments within the Trust's
investment policies that have been made by the Advisor or such other
Person for its own account.
    7.4  Limitation on Operating Expenses.  Except under unusual
circumstances, the Operating Expenses of the Trust for any fiscal
year shall not exceed the greater of (a) 2% of the Trust Assets for
that year or (b) 25% of the net income of the Trust, without
adjustment for depreciation or amortization.  The Advisory Agreement
shall specifically provide that in any year the Trust's Operating
Expenses exceed that limit and a majority of the Independent
Trustees do not find this increase justified, the Advisor may be
required at its option either to refund the excess to the Trust or
to have its fees reduced by that amount during the
next fiscal year.
     ARTICLE VIII
     INVESTMENT POLICY
   8.1  General Statement of Policy.  The general purpose of the
Trust is to seek income that qualifies under the REIT Provisions
of the Internal Revenue Code.  At such time as it is in the best
interest of the Shareholders to do so, the Trustees intend to make
investments in such a manner as to comply with the requirements of
the REIT Provisions of the Internal Revenue Code with respect to
the composition of the Trust's investments and the derivation of
its income; provided, however, that no Trustee, officer, employee,
agent, investment advisor, or independent contractor of the Trust
shall be liable for any act or omission resulting in the loss of
tax benefits under the Internal Revenue Code, except for that
arising from conduct determined to be deliberately fraudulent, a
knowing violation of law or willful misconduct; and provided,
further, that during the period of time that the Trust's portfolio
of equity investments is being developed, the Trust's Assets may
be invested in investments that generate income that does not
qualify under the REIT Provisions of the Internal Revenue Code.
     8.2  Restrictions.  The Trust shall not:
          (a)  invest in commodities or commodity futures
contracts, provided, however, that the Trust may make such
investments if it does so solely for hedging purposes.
          (b)  invest more than 10% of its total assets in
Unimproved Real Property or mortgage loans on Unimproved Real
Property;
       (c)  invest more than 1% of its assets in real estate
contracts of sale unless such real estate contracts of sale are
recordable in the chain of title;
          (d)  incur indebtedness such that the Trust's aggregate
secured and unsecured borrowings exceed 300% of the Net Asset
Value of the Trust in the absence of a showing that a higher level
of borrowing is appropriate and an approval by the Independent
Trustees of the borrowing in excess of that level;
          (e)  invest in junior mortgage loans unless, by
appraisal or other       method that the Independent Trustees
determine, (i)
the
capital
invested in such mortgage loan is adequately secured on the basis
of the equity of the borrower in the property underlying such
investment and the ability of the borrower to repay the mortgage
loan, or (ii) such mortgage loan is a financing device entered
into by the Trust to establish the priority of its capital
investment over the capital invested by others investing with the
Trust in a real estate project. The Trustees shall determine that
any such junior mortgage loan is not and may not be made
subordinate to a mortgage held by the Advisor, an affiliate of the
Advisor, or a Trustee of the Trust.
(f)  other than issuance to investors in connection with a
public offering of the Trust's Shares, issue options or warrants
to purchase Shares at exercise prices less than their fair market
value or for a noncash consideration that in the judgment of the
Independent Trustees has a market value less than the value of the
Shares on the date of grant of the options or warrants.
          (g)  issue "redeemable securities" as defined in
Section 2(a)(32) of the Investment Company Act of 1940;
          (h)  purchase any property if the total real estate
commissions paid by any Person with respect to the transaction
exceeds 6% of the Purchase Price;
        (I)  make investments in the form of joint ventures,
partnerships or other entities unless the Trust alone or the Trust
together with the Advisor, its Affiliates, or trusts, corporations,
partnerships or other entities controlled, advised, or managed by
the Advisor cumulatively have a controlling interest in any such
entity; or

          (j)  issue debt Securities to the public unless the
historical or substantiated future cash flow of the Trust,
excluding extraordinary items, is sufficient to cover the interest
on those Securities.

     Notwithstanding provisions to the contrary, the foregoing
limitations shall not limit the manner in which any required
investment by the Advisor or its Affiliates in the Trust is made,
preclude the Trust from structuring an investment in real property
to minimize Shareholder liability and facilitate the investment
policies of the Trust under Article VIII hereof, or prohibit the
Trust from entering into any plan of reorganization with any of its
Affiliates.

     ARTICLE IX

     LIABILITY OF TRUSTEES
     SHAREHOLDERS AND OFFICERS AND OTHER MATTERS

     9.1  Exculpation of Trustees, Officers and Others.  The
Trustees are required to perform their duties with respect to the
Trust's business in good faith, in a manner believed by the
Trustees to be in the best interests of the Trust, and with such
care, including reasonable inquiry, as an ordinary prudent Person
in a like position would use under similar circumstances.  A
Trustee who performs his duties in accordance with the foregoing
standards shall not be liable to any person for failure to
discharge his obligations as a Trustee. Notwithstanding the
additional responsibilities of Independent Trustees, an Independent
Trustee shall not have any greater liability than that of a Trustee
who is not an Independent Trustee.

     The Trust's officers, employees, and other agents are also
required to act in good faith, in a manner believed by them to be
in the best interests of the Trust, and with such care, including
reasonable inquiry, as an ordinary prudent person in a like
position would use under similar circumstances, in handling its
affairs.  An officer, employee, or other agent who performs his
duties in accordance with the foregoing standards shall not be
liable to any person for
failure to discharge his obligations as an officer, employee or
agent.
  9.2  Actions Involving Trustees, Officers or Employees.  The
Trust shall indemnify any person who was or is a party (other than
a party plaintiff suing on his own behalf or in the right of the
Trust), or who is threatened to be made such a party, to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
(including, but not limited to, an action by or in the right of the
Trust) by reason of the fact that he is or was a Trustee, officer
or employee of the Trust, or is or was serving at the request of
the Trust as a trustee, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgements, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding; provided, that no
such person shall be indemnified (a) except to the extent that the
aggregate of losses to be indemnified under the provisions of this
Article IX exceeds the amount of such losses for which the Trustee,
officer or employee is insured pursuant to any directors and
officers liability insurance policy maintained by the Trust; (b) in
respect to remuneration paid to such person if it shall be finally
adjudged that such remuneration was in violation of law; (c) on
account of any suit in which judgment is rendered against such
person for an accounting of profits made from the purchase or sale
by such person of securities of the Trust pursuant to the
provisions of Section 16(b) of the Securities Exchange Act of 1934
and amendments thereto or similar provisions of any federal, state
or local statutory law; (d) on account of such person's conduct
which is finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct; and (e) if it shall
be finally adjudged that such indemnification is not lawful.
     9.3  Actions Involving Agents.  The Trust may indemnify any
person who was or is a party (other than a party plaintiff suing on
his own behalf or in the right of the Trust), or who is threatened
to be made such a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative
or investigative (including, but not limited to, an action by or in
the right of the Trust) by reason of the fact that he is agent of
the Trust, or is or was serving at the request of the Trust as an
agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding, all to the full extent permitted by law and these
Bylaws, except that no indemnity shall be paid to any agent where
such indemnity would not be available to a trustee under the
standards contained in Section 9.2.  For all purposes relating to
the indemnification provisions of these Bylaws, the Advisor and its
employees shall be deemed agents of the Trust.
     9.4  Determination of Right to Indemnification in Certain
Instances.

          (a)  Any indemnification under Section 9.2 (unless
ordered by a court) shall be made by the Trust unless a
determination is reasonably and promptly made that indemnification
of the Trustee, officer or employee is not proper in the
circumstances because he has not satisfied the conditions set forth
in such Section 9.2.  Such determination shall be made (i) by the
Board by a majority vote of a quorum consisting of Trustees who
were not parties to such action, suit or proceeding, or (ii) if
such a quorum is not obtainable, or, even if obtainable, a quorum
of disinterested Trustees so directs, by independent legal counsel
in a written opinion, or (iii) by the shareholders; provided, that
no such determination shall preclude an action brought in an
appropriate court to challenge such determination.
          (b)  Any indemnification under Section 9.3 (unless
          ordered by
a court) shall be made by the Trust (i) if the agent seeking
indemnification has entered into an indemnification agreement with
the Trust, in accordance with the terms of that indemnity contract
and subject to the provisions of section 9.4(a) or (ii) if the
agent seeking indemnification has not entered into an
indemnification agreement, only as authorized in the specific case
upon a determination that indemnification of the agent is proper in
the circumstances because he has met the applicable standard of
conduct set forth in Section 9.2. Such determination shall be made
(i) by the Board by a majority vote of a quorum consisting of
Trustees who were not parties to such action, suit or proceeding,
or (ii) is such a quorum is not obtainable, or, even if obtainable,
a quorum of disinterested Trustees so directs, by independent legal
counsel in a written opinion, or (iii) by the shareholders.
  9.5  Advance Payment of Expenses.  Expenses incurred by defending
a civil or criminal action, suit or proceeding may be paid by the
Trust in advance of the final dispositions such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the
Trustee, officer, employee or agent to repay such amount if it
shall
ultimately be determined that he is not entitled to be indemnified
by the Trust as authorized in this Article.

     9.6  Successful Defense.  Notwithstanding any other provision
of this Article IX, to the extent that a Trustee, officer, employee
or agent of the Trust has been successful on the merits or
otherwise (including the dismissal of an action without prejudice
or the settlement of an action without admission of liability) in
defense of any action, suit or proceeding referred to in Section
9.2 or 9.3, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

    9.7  Not Exclusive Right.  The indemnification provided by this
Article IX shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any
statute, bylaw, agreement, vote of shareholders or disinterested
trustees or otherwise, both as to action in an official capacity
and as to action in another capacity while holding such office.
Without limiting the generality of the foregoing, in the event of
conflict between the provisions of this Article IX and the
provisions of any agreement adopted by the shareholders between the
Trust on the one hand, and any Trustee, officer, employee or agent
of the Trust on the one hand, and any Trustee, officer, employee or
agent of the Trust on the other, providing for indemnification, the
terms of such agreement shall prevail.  Any indemnification,
whether required under this Bylaw or permitted by state or
otherwise, shall continue as to a person who has ceased to be a
Trustee, officer or employee and shall inure to the benefit of the
heirs, executors and administrators of such person.

     9.8  Insurance.  The Board shall have the power to cause the
Trust to purchase and maintain insurance on behalf of any person
who is or was a Trustee, officer, employee or agent of the Trust,
or is or was serving at the request of the Trust as a trustee,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the
Trust would have the power to indemnify him against such liability
under the provisions of this Article.

   9.9  Subsidiaries of Trust.  For the purposes of this Article
IX, (a) any officer, Trustee, employee or agent of the Trust who
shall serve as an officer, trustee, employee or agent indirectly,
is or was a stockholder or creditor, or in which the Trust,
directly or indirectly, is or was a stockholder or creditor, or in
which the Trust is or was in any way interpreted, or (b) any
officer, trustee, employee or agent of any subsidiary corporation
venture, trust or other enterprise wholly
owned by the Trust, shall be deemed to be serving as such trustee,
officer, employee or agent at the request of the Trust, unless the
Board shall determined otherwise.  In all instances where any
person shall serve as a trustee, officer, employee or agent of
another corporation, joint venture, trust or other enterprises of
which the Trust is or was a stockholder or creditor, or in which it
is or was otherwise interested, if it is not otherwise established
that such person is or was serving as such trustee, officer,
employee or agent at the request of the Trust, the Board may
determine whether such service is or was at the request of the
Trust, and it shall not be necessary to show any actual or prior
request for such service.

     9.10  Contracts for Indemnification.  The Trust may from time
to time, and without further action by the stockholders of the
Trust after the adoption of this Article IX by the Bylaws of the
Trust by the stockholders, enter into contracts which provide
indemnity to its
trustees, Officers, employees and agents with respect to their
services to or at the request of the Trust, provided that each such
contract shall be consistent with, and provide for no
indemnification broader than, the indemnification authorized by
this Article IX.
    9.11  Right of Trustees, Officers and Others to Own Shares or
Other Property and to Engage in Other Business.  Any Trustee,
Affiliate, officer, employee or agent of the Trust may acquire, own
hold, and dispose of Shares for his individual account, and may
exercise all rights of a Shareholder to the same extent and in the
same manner as if he were not a Trustee, officer, employee or agent
of the Trust.  Any Trustee, Affiliate, officer, employee, or agent
of the Trust may have personal business interests and may engage in
personal business activities; these interests and activities may
include the acquisition, syndication, holding, management,
operation or disposition, for his own account or for the account of
others, of interests in Mortgages, interests in real
property (including, but not limited to, real property investments
presented to and rejected by the Trust or the Advisor), or
interests in Persons engaged in real estate business, including
Persons authorized as investments pursuant to Section 7.3 hereof.
Subject to the provisions of Article VIII, any Trustee, officer,
employee, or agent of the Trust may (i) be interested as trustee,
officer, director, stockholder, partner, member, advisor, or
employee of or otherwise have a direct or indirect interest in any
Person who may be engaged to render advice or services to the
Trust, and (ii) receive compensation from such Person as well as
compensation as Trustee, Affiliate, officer, or otherwise
hereunder. None of these activities shall be deemed to conflict
with his duties and powers as Trustee, officer, employee, or agent.
Any Trustee, Affiliate, officer, employee, or agent of the Trust
may engage with or for others in business activities of types
conducted by the Trust and shall not have any obligation to present
to the Trust any investment opportunities which come to them other
than in their capacities as trustees, officers, employees, or
agents, regardless of whether those opportunities are within the
Trust's investment policies. Notwithstanding the foregoing, each
Trustee shall disclose to the Trust any interest he has in any
investment opportunity presented to the Trust and any such interest
known by him to be held by any person of which he is an Affiliate.
     9.12  Transactions Between the Trust and Affiliated Persons.
In the absence of fraud, except as prohibited by these Bylaws, a
contract, act, or other transaction that is between the Trust and
any other Person or in which the Trust is otherwise interested
shall be valid even though (i) one or more Trustees or Trust
officers are directly or indirectly interested in or connected
with, or are trustees, partners, directors, officers or retired
officers of, such other Person, or (ii) one or more Trustees or
Trust officers, individually or jointly with others, are a party or
are parties to, directly or indirectly interested in, or otherwise
connected with, such contract, act, or transaction.  No Trustee or
officer shall be under any disability from
or have any liability as a result of entering into any such
contract, act, or transaction unless he is aware of the conflict or
relationship, provided that (a) such interest or connection is
disclosed or known to the Trustees and thereafter the Trustees
authorize such contract, act, or other transaction by vote
sufficient for such purpose by an affirmative vote of a majority of
the Trustees not so interested, (b) such interest or connection is
disclosed or known to the Shareholders, and thereafter such
contract, act, or transaction is approved by the Shareholders, or
(c) such contract, act or transaction is fair and reasonable to the
Trust at the time it is authorized by the Trustees or by the
Shareholders.
     The Trust shall not sell any asset to the Advisor, a Trustee,
or any affiliated Person, or any partnership in which any of the
foregoing may also be a general partner, and the Trust will not
purchase any asset from any such Person who acquired it for the
purpose of reselling it to the Trust unless that Person acquired it
for sale to the Trust upon completion of financing arrangements by
the Trust; provided, however, that nothing herein shall be deemed
to preclude the Trust from (i) participating in a joint venture
with any such Persons as otherwise permitted herein, (ii) accepting
from any such Person an assignment of a contract to purchase real
property and assuming the assignor's obligations under that
contract, (iii) purchasing real property from any such Person who
acquired the property with the intention of reselling it to the
Trust if it pays no more than the cost of that real property to
that Person, or (iv) contributing its real property or other assets
to an affiliate in the event the Trust determines to enter into a
reorganization with an affiliated or non-affiliated entity.
     Notwithstanding any other provisions of these Bylaws, the
     Trust may
engage in the following transactions: (a) the execution and
performance of the agreements and the making of investments
contemplated by Articles VII and VIII hereof, (b) transactions
involving (i) the purchase of Securities of the Trust by the
Advisory Company and its Affiliates in exchange for other
Securities upon the inception of the Trust to satisfy minimum
capital requirements of applicable state laws and regulations,
and (ii) the purchase of Securities of the Trust by the Advisory
Company and its Affiliates on the same terms on which those
Securities are then being offered to all holders of any class of
Securities of the Trust or to the public or on terms disclosed in
the offering materials for the initial public offering of the
shares, (c) loans between the Trust and the Advisory Company and
its Affiliates in accordance with Section 7.3 hereof, (d)
transactions with the Advisor or its Affiliates involving advances,
allocations of overhead and other operating expenses, acquisition
and investment advisory services, real estate brokerage services on
the purchase and sale of real property, real property management
and leasing services, the leasing of personal property, the
purchase of marketing data, or other services, provided such
transactions are on terms not less favorable to the Trust than the
terms on which unaffiliated parties are then making similar loans
or performing similar services for comparable entities in the same
area, (e) the purchase of insurance, or (f) joint ventures or other
investments permitted by Clause Ninth of Section 4.1 and Section
7.3 hereof; provided, however, that any transaction referred to in
clause (d) relating to payments to the Advisory Company and
Trustees for services rendered in a capacity other than as an
investment advisor or Trustee may only be made upon a determination
by the Trustees that (i) the compensation is fair and reasonable
and (ii) the compensation is not greater than the charges for
comparable services available from others who are competent and not
affiliated with the parties involved; and that any transaction
referred to in clause (d) may be entered into only after a
showing that such transaction is fair and reasonable to the
Shareholders and upon approval by affirmative vote of a majority of
the Trustees who are not (other than as Trustees) interested in or
Affiliates of any Person who is interested in the transaction; and,
provided, further, that for providing real estate brokerage
services, the Advisor or its Affiliates on the sale of Trust real
property may receive a real estate brokerage commission for sales of
Trust property to third parties which are handled by the Advisor or
such Affiliate. Such real estate brokerage commission may be paid by
the buyer of the property or by the Trust.  The acquisition or
disposition by the Trust and the Advisor or any of its Affiliates of
participation in any joint venture investment shall not be deemed to
constitute the purchase or sale of property by one of them to the
other. This Section 9.12 shall not prevent the payment to any Person
of commissions or fees for the socalled "private placement" of
securities with investors.
     9.13  Restriction of Duties and Liabilities.  The duties and
liabilities of Shareholders, Trustees, and Trust officers shall in
no
event be greater than the duties and liabilities of shareholders,
directors, and officers of any other Missouri corporation.  The
Shareholders, Trustees, and Trust officers shall in no event have
any greater duties or liabilities than those imposed by applicable
law.
   9.14  Persons Dealing with Trustees or Officers.  As to any
Persons dealing in good faith with Trustees or Trust officers, any
act of the Trustees or officers purporting to be done in their
capacity as such shall be conclusively deemed to be within the
purposes of the Trust and within the powers of the Trustees and
officers.
   The Trustees may authorize any officer or officers or agent or
agents to enter into any contract or execute any instrument in the
name and on behalf of the Trust and/or Trustees.
  No Person dealing in good faith with the Trustees or any of them
or with the authorized officers, employees, agents, or
representatives of the Trust shall be bound to see to the
application of any funds or property passing into their hands or
control.  The receipt by the Trustees or any of them or by
authorized officers, employees, agents, or representatives of the
Trust of moneys or other consideration shall be binding upon the
Trust.

    9.1  Reliance.  The Trustees and Trust officers may consult with
counsel and the advice or opinion of such counsel shall be full and
complete personal protection to all of the Trustees and officers in
respect to any action taken or suffered by them in good faith and in
reliance on and in accordance with such advice or opinion.  In
discharging their duties, Trustees and Trust officers, when acting
in good faith, may rely upon financial statements of the Trust
represented to them to be correct by the Chairman or the officer of
the Trust having charge of its books of account or stated in a
written report by an independent certified public accountant fairly
to present the financial position of the Trust.  The Trustees may
rely, and shall be personally protected in acting, on any instrument
or other document believed by them to be genuine.

      9.1  Income Tax Status.  Anything to the contrary herein
notwithstanding and without limitation of any rights of
indemnification or non-liability of the Trustees herein, the
Trustees by these Bylaws make no commitment or representation that
the Trust will qualify for the dividends paid deduction permitted by
the Internal Revenue Code, and the rules and regulations thereunder
pertaining to real estate investment trusts shall not render the
Trustees liable to the Shareholders or to any other person or in any
manner operate to annul the Trust.
     ARTICLE X
     MISCELLANEOUS
      10.1  Inspection of Bylaws.  The Trust shall keep at its
principal office the original or a copy of the Bylaws and any
amendments thereto certified by the Trust's Secretary.  Those Bylaws
shall be open to inspection by Shareholders at all reasonable times
during office hours.
     10.2  Inspection of Corporate Records.  The accounting books
and records and the minutes of proceedings of the Shareholders and
the Board and committees thereof shall be open to inspection upon
the written demand on the Trust by any Shareholder or holder of a
voting trust certificate during usual business hours, for a purpose
reasonably related to such holder's interests as a Shareholder or as
the holder of such voting trust certificate.  This right of
inspection shall not apply to any information confidential to the
Trust or where such inspection might otherwise result in a violation
of applicable federal or state law.
   10.3  Checks, Drafts, Etc.  All checks, drafts, or other orders
for payment of money, notes, or other evidences of indebtedness that
are issued in the name of or payable to the Trust shall be signed or
endorsed by such person or persons and in such manner as determined
by resolution of the Board of Trustees.
     10.4  Execution of Contracts, Etc.  Except as otherwise
provided
herein, the Board of Trustees may authorize any officer or officers
or agent or agents to enter into any contract or execute any
instrument in the name of and on behalf of the Trust.  This
authority may be general or confined to specific instances.  Unless
so authorized by the Board of Trustees, no officer, agent or
employee shall have any power or authority to bind the Trust by any
contract or engagement or to pledge its credit to render it liable
for any purpose or to any amount.
    10.5  Representation of Shares of Other Corporations.  The
Chairman or
the President (or, in the event of his absence or inability to
serve, any Vice President) and the Secretary or Assistant Secretary
of the Trust are authorized to vote, represent, and exercise on
behalf of the Trust all rights incidental to any and all interests
of any other entity standing in the name of the Trust.  The
authority herein granted to said officers to vote or represent on
behalf of the Trust any and all such interests held by the Trust
may be exercised either by such officers in person or
by any person authorized to do so by proxy or power of attorney
duly executed by said officers.
     10.6  Annual Report.  Not later than 150 days after the close
of the fiscal or calendar year, or such later date as the Board of
Trustees shall approve, the Board of Trustees of the Trust shall
cause to be sent to the Shareholders, an Annual Report in such form
as may be deemed appropriate by the Board of Trustees, including
without limitation, any explanation of excess borrowing and excess
expenses as set forth in Sections    4.1 and 7.4. These reports
shall also disclose the aggregate
amount of the advisory fees and other fees paid during the year to
the Advisor and its   Affiliates. The Annual Report shall include a
statement of assets and liabilities and a statement of income and
expense of the Trust, along with a statement of changes in
Shareholder equity.  These financial statements shall be
accompanied by the report of an independent certified public
accountant thereon. A manually signed copy of the accountant's
report shall be filed with the Trustees.

 10.7  Quarterly Reports.  At least quarterly, the Trustees shall
send
interim reports to the Shareholders having such form and content as
the Trustees deem proper.  If the Independent Trustees approve
Trust borrowings in excess of the level set forth in Section
8.2(d), that fact shall be disclosed to the Shareholders in the
next quarterly report along with the justification for that excess.

     10.8  Other Reports.  The Trustees shall furnish the
Shareholders at least annually with a statement in writing advising
of dividends paid or distributions made by the Trust.  A statement
shall be sent to the Shareholders not later than sixty (60) days
after the close of the fiscal year in which the dividends or
distributions were made.  Within sixty (60) days after the end of
any fiscal quarter for which operating expenses for the twelve (12)
months then ended exceed the greater of (a) 2% of Trust Assets or
(b) 25% of the net income of the Trust, there shall be sent to
Shareholders written disclosure of such fact together
with an explanation of the factors the Independent Trustees
considered in arriving at the conclusion that such higher operating
expenses were justified.  Any such finding and the reasons in
support thereof shall be reflected in the minutes of the meeting of
the Trustees.
 10.9  Provisions of the Trust in Conflict with Law or Regulation.
          (a)  The provisions of these Bylaws are severable, and if
the Trustees shall determine, with the advice of counsel, that any
one or more of such provisions (the "Conflicting Provisions") are
either (i) in conflict with the REIT Provisions of the Internal
Revenue Code, or with other applicable laws and regulations, or
(ii)
place the Trust in jeopardy of having its assets treated as "plan
assets" under ERISA, the Conflicting Provisions shall be deemed
never to have constituted a part of these Bylaws; provided,
however, that such determination by the Trustees shall not affect
or impair any of the remaining provisions of these Bylaws or render
invalid or improper any action taken or omitted (including but not
limited to the election of Trustees) prior to such determination.
A certification in recordable form signed by a majority of the
Trustees setting forth any such determination and reciting that it
was duly adopted by the Trustees, or a copy of these Bylaws, with
the Conflicting Provisions removed pursuant to such determination,
in recordable form, signed by a majority of the Trustees, shall be
conclusive evidence of such determination when lodged in the
records of the Trust.  The Trustees shall not be liable for failure
to make any determination under this Section 10.9. Nothing in this
Section 10.9 shall in any way limit or affect the right of the
Trustees to amend these Bylaws as provided in Section 11.2.
          (b)  If any provisions of these Bylaws shall be held
invalid or unenforceable, that invalidity or unenforceability shall
attach only to those provisions and shall not in any manner affect
or render invalid or unenforceable any other provision of these
Bylaws, and these Bylaws shall be carried out as if any the invalid
or unenforceable provisions were not
contained herein.
     ARTICLE XI
     AMENDMENTS TO BYLAWS
     11.1  Power of Shareholders.  Except as set forth elsewhere in
these Bylaws, new Bylaws may be adopted or these Bylaws may be
amended or repealed by (i) the vote of a majority of the Trustees
or (ii) the vote of the Shareholders entitled to exercises majority
of the voting power of the Trust or by the written consent of all
of the Shareholders; provided, however, that no amendment that
would change any rights with respect to any outstanding securities
of the Trust by reducing the amount payable thereon upon the
Trust's liquidation of the Trust or by diminishing or eliminating
any voting rights pertaining thereto may be made unless approved by
the vote of Shareholders holding two-thirds of the voting power of
those securities.
     11.2  Power of Trustees.  The Trustees shall have the power to
alter, amend, or repeal a Bylaw or the Bylaws by the vote of a
majority of the Trustees given at any regular or special meeting of
the Board of Trustees called for said purpose; provided, however,
that except as otherwise expressly provided herein, the Trustees
shall not have the power to amend the following provisions thereof
without approval of a vote of the majority of the shareholders
present either in person or by proxy at a duly authorized meeting
of the shareholders:  1.3, 4.2, 4.3, 4.16, 7.2, 7.3, 7.4, 9.2, 9.3,
9.4, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 9.11, 9.12, 11.1 and
11.2; and provided, further, that any action taken by the Trustees
under this Section 11.2 without the concurrence of shareholders
under Section  11.1 may only be taken with the affirmative approval
of a
majority of the Independent Trustees.
     11.3  Amendments with Respect to ERISA.  Notwithstanding any
other provision of these Bylaws, the Trustees shall have the power
to amend any portion of these Bylaws by the vote of a majority of
the Trustees called for that purpose if in the opinion of the
Trustees that amendment is necessary to avoid the Trust's assets
being treated as "plan assets" under ERISA.


     CERTIFICATE OF SECRETARY
     OF
     MERIDIAN POINT REALTY TRUST VIII CO.


     I, the undersigned, do hereby certify:

 1.  That I am the Secretary of Meridian Point Realty Trust VIII
Co., a Missouri corporation; and

   2.  That the foregoing Amended and Restated Bylaws represent
the Bylaws duly adopted by the Board of Trustees of the Trust on
September 13, 1996.


Dated:  October 7, 1996         Denis F. Shanagher, Secretary
[{"type": "8-K", "sequence": "1", "description": "8/13/96 FORM 8-K, ITEM 5", "secsgml_size_bytes": 118291}]
{"company-data": {"conformed-name": "MERIDIAN POINT REALTY TRUST VIII CO/MO", "cik": "0000828957", "assigned-sic": "6798", "irs-number": "943058019", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10547", "film-number": "96640020"}, "business-address": {"street1": "655 MONTGOMERY STREET", "street2": "SUITE 800", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111-2628", "phone": "415-274-1808"}, "mail-address": {"street1": "655 MONTGOMERY STREET", "street2": "SUITE 800", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111-2628"}, "former-company": [{"former-conformed-name": "SIERRA CAPITAL REALTY TRUST VIII CO/MO", "date-changed": "19930803"}, {"former-conformed-name": "MERIDIAN POINT REALTY TRUST VIII CO", "date-changed": "19920703"}, {"former-conformed-name": "SIERRA CAPITAL REALTY TRUST VIII CO", "date-changed": "19920527"}]}
UNITED STATES
                     SECURITIES AND EXCHANGE
                    COMMISSION
                     Washington, D.C.  20549

                                

                                

                            FORM 8-K

                         CURRENT REPORT
                    Pursuant to Section 13 or
                      15(d)
             of the Securities Exchange Act of 1934
                                
                                
                                
   Date of Report (Date of earliest event reported): September
13, 1996

            MERIDIAN POINT REALTY TRUST VIII COMPANY
_________________________________________________________
     (Exact name of registrant as specified in its charter)
                                
                                
                                
       Missouri                  1-10547                94-
3058019
  __________________       ___________________
_____________________
    (State or other         (Commission File       (I.R.S.
Employer
    jurisdiction of              Number)     Identification
Number)
   incorporation or
    organization)

     655 Montgomery Street, Suite 800
  San Francisco, California                        94111
 _______________________________________
(Address of principal executive offices)
(Zip Code)

                               (415) 274-1808
__________________________________________________________
            (Registrant's telephone number, including area code)
MERIDIAN POINT REALTY TRUST VIII COMPANY
                                  
Item 5.   Other Events.
     On September 13, 1996, the Board of Directors of the Company
approved amendments to the Bylaws of the Company (the "Amendments")
to revise and update provisions which the Board felt were out of
date or no longer pertinent.
     The original Bylaws were adopted on July 25, 1988;
the first amendment was adopted on February 1 and 15, 1991; the
second amendment was adopted on October 21, 1991; the third
amendment was adopted by election of the shareholders on June 14,
1996.  Those original Bylaws, as
amended by those amendments have been superseded by the Amended and
Restated
Bylaws.
A copy of the Amended and Restated Bylaws of the Company is set
forth
as

Exhibit 3.1.

    (a)  Exhibits required by Item 601 of Regulation S-K: Exhibit
  No.                    Description of Exhibits
-------                  -----------------------
  3.1   Amended and Restated Bylaws

                              SIGNATURE
                                  
                                  
     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the
undersigned hereunto duly authorized.

                              MERIDIAN POINT REALTY TRUST VIII
COMPANY Dated:  October 7, 1996  By:  /s/ John E. Castello
                                 ----------------------------------
                                  JOHN E. CASTELLO, Senior Vice
                                  President and Chief Financial
                                  Officer
EXHIBIT INDEX

Exhibit
  No.                   Item                          Page
No.
-------                ------                         ----
----
  3.1     Amended and Restated Bylaws

4
AMENDED AND RESTATED BYLAWS OF
     MERIDIAN POINT REALTY TRUST VIII
          CO. (Adopted September 13,
          1996)

     ARTICLE I
     THE TRUST:  DEFINITIONS
    1.1  Name.  The name of the corporation is "MERIDIAN POINT
REALTY
TRUST VIII CO.," and is referred to herein as the "Trust."  As far
as practicable and except as otherwise provided in the
Organizational Documents, the Trustees shall manage the business
and conduct affairs of the Trust, execute all documents, and sue or
be sued in the name of Meridian Point Realty Trust VIII Co.  If the
Trustees determine that the use of that name is not practicable,
legal, or convenient, they may use another designation or adopt
another name under which the Trust may hold property or conduct its
activities.

 1.2  Nature of Trust.  The Trust is a corporation organized under
the laws of the state of Missouri.  It is intended that the Trust
shall carry on business as a "real estate investment trust"
(hereinafter called "REIT").

  1.3  Definitions.  For purposes of these Bylaws, the following
terms shall have the respective meanings set forth below in this
Section 1.3 unless the context requires otherwise.  In these
Bylaws, words in the singular number include the plural, and words
in the plural number include the singular.
        (a)  Advisor.  Any Person whom the Trust employs or
appoints or with whom the Trust contracts under the provisions of
Article VIII hereof.
          (b)  Advisory Agreement.  An agreement between the Trust
and its Advisor that provides for the payment of any regular
advisory or incentive compensation, other than an agreement that
provides for compensation based only on the acquisition,
disposition or refinancing of Trust properties.
          (c)  Affiliate.  A person is considered an Affiliate of
another Person if he owns beneficially, directly or indirectly, 10%
or more of the outstanding capital stock, shares, or equity
interests of such Person or of any other Person that controls, is
controlled by, or is under common control with, such Person or is
an Officer, director, employee, general partner or trustee of such
Person or of any other Person that controls, is controlled by or is
under common control with such Person.
          (d)  Annual Meeting of Shareholders.  The meeting
          discussed in
Section 3.2 below

               (e)  Annual Report.  The report discussed in Section
          10.6. (f)  Bylaws.  These Bylaws and all amendments,
          restatements, or
modifications thereof.  References in these Bylaws to "herein,"
"hereof," and "hereunder" shall be deemed to refer to these Bylaws
and shall not be limited to the particular text, article, or
section in which such words appear.
     (g)  Common Shares.  Shares of the Trust's common stock.
                                 
          (h)  Independent Trustees.  Trustees of the Trust who (i)
are not Affiliates of the Advisory Company whether by employment,
by material professional or business relationship with, or service
as an officer or director of, the Advisory Company or any of its
Affiliates, other than in their capacities as trustees or directors
of another real estate investment trust or mutual fund advised by
the Advisor or its Affiliates, and (ii) perform no other services
for the Trust at the time his or her independence is being
determined.  A Trustee who had, has, or will have a material
professional or business relationship with the Trust, the Advisory
Company, or its Affiliates shall be considered an Independent
Trustee if a majority of Shares voted at a meeting of
the Shareholders approves the relationship. A majority of the
Trustees of the Trust must be Independent Trustees.
          (i)  Net Asset Value.  The current gross book value of
all the assets of the Trust minus all the liabilities of the Trust.
          (j)  Operating Expenses.  The aggregate annual expenses
of every character regarded as cash operating expenses of the Trust
in accordance with generally accepted accounting principles as
determined by independent accountants selected by the Trustees and
including regular compensation payable to the Advisor, excluding,
however, the following items:  (i) fees payable to the Advisor in
connection with the acquisition of investments; (ii) the cost of
money borrowed by the Trust; (iii) taxes on income and taxes and
assessments on real property and all other taxes applicable to the
Trust; (iv) legal, auditing, accounting, underwriting, brokerage,
listing, registration and other fees, and printing, engraving and
other expenses and taxes incurred in connection with the
organization of the Trust and the issuance, distribution, transfer,
registration and listing of the Trust's securities; (v) fees and
expenses paid to independent contractors, appraisers, consultants,
managers and other agents retained by or on behalf of the Trust
(including Persons who may also be officers or employees of the
Advisor) and expenses directly connected with the acquisition,
financing, refinancing, disposition and ownership of real estate
interests or other property (including the costs of insurance
premiums, legal services, brokerage and sales commissions, and
maintenance, repair and improvement of property); (vi) subordinated
disposition fees based upon the excess of the sales prices of Trust
properties over their purchase prices; (vii) expenses of
maintaining and managing real estate equity interests; (viii)
insurance as required by the Trustees (including Trustees'
liability insurance); (ix) expenses of organizing, revising,
converting, modifying or terminating the Trust; (x) expenses
connected with payments of dividends or interest or distributions
in cash or any other form made or caused to be made by the Trustees
to holders of Securities of the Trust; (xi) all expenses connected
with communications to holders of Securities of the Trust and the
other bookkeeping and clerical work necessary in maintaining
relations with holders of Securities, including the cost of
printing and mailing certificates for Securities and proxy
solicitation materials and reports to such holders of the Trust's
Securities; (xii) transfer agent's, registrars, dividend disbursing
agent's, warrant agent's, dividend reinvestment plan agent's and
indenture trustee's fees and charges; (xiii) other legal,
accounting and auditing fees and expenses; (xiv) and reserves for
depletion, depreciation and amortization and losses and provisions
for losses.
      (k)  Organizational Documents.  These bylaws, the Trust's
Articles of Incorporation, and any amendments thereto.

         (l)  Person.  Individuals, corporations, limited
partnerships, general partnerships, joint stock companies or
associations, joint ventures, associations, companies, trusts,
banks, trust companies, land trusts, business trusts or other
entities, and governments and agencies and political subdivisions
thereof.
          (m)  Preferred Shares.  Shares of the Trust's preferred
stock.
          (n)  Purchase Price.  The sum of the contract price paid
to the seller of a property by the Trust, all acquisition fees paid
in the transaction, and all amounts spent or to be spent for
capital improvements commenced within twelve months of the date of
acquisition of a property.
     (o)  REIT.  A real estate investment trust, as defined in
Sections 856-860 of the Internal Revenue Code.

          (p)  REIT Provisions of the Internal Revenue Code.  Part
II, Subchapter M of Chapter 1, of the Internal Revenue Code of
1986, as now enacted or hereafter amended, or successor statutes,
and regulations and rulings promulgated thereunder.
         (q)  Securities.  Any stock, shares, voting trust
certificates, bonds, debentures, notes or other evidences of
indebtedness, secured or unsecured, convertible, subordinated or
otherwise or in general any instruments commonly known as
"securities" or any certificates of interest, shares or
participation in, temporary or interim certificates
for, receipts for, guarantees of, or warrants, options or rights to
subscribe to, purchase, or acquire any of the foregoing.
        (r)  Shares.  The shares of the Trust's common and
preferred stock.
          (s)  Shareholders.  As of any particular date, all
holders of record of outstanding Shares at such time.
          (t)  Trust Assets.  The aggregate book value of all the
Trust's assets.
          (u)  Trustees.  As of any particular time, the directors
of the Trust holding office at such time.
          (v)  Unimproved Real Property.  Trust assets (i) that are
equity interests in real property that were not acquired for the
purpose of producing rental or other operating income, (ii) on
which no development or construction was in process on acquisition
by the Trust, and (iii) on which no development or construction was
planned to commence within one year of the acquisition of the
property.
          (w)  Wrap-around Loan.  A junior mortgage loan in an
amount equal to the balance due under an existing prior mortgage
loan plus an additional amount advanced by the lender holding the
junior mortgage, where the existing first mortgage loan will not be
retired.
     ARTICLE II
     OFFICES
  2.1  Principal Office.  The principal office for the transaction
of the business of the Trust is hereby fixed and located in the
City and County of San Francisco, State of California.

     The Board of Trustees is hereby granted full power and
authority to change said principal office from one location to
another within or without said City and County.

     2.2  Other Offices.  The Board of Trustees may establish
branch or subordinate offices at any time at any place or places
where the Trust is qualified to do business.

     ARTICLE III

     MEETINGS OF SHAREHOLDERS

   3.1  Place of Meetings.  All annual and all other meetings of
Shareholders shall be held at the principal office of the Trust, or
at any other place within or without the State of California which
may be designated by the Board of Trustees, pursuant to authority
hereinafter granted to said board.
     3.2  Annual Meetings.
          (a)  Time of Holding.  The Annual Meetings of
Shareholders shall be held on the first Tuesday in June of each
year, or such other date as is fixed by the Trustees; provided,
however, that should that day fall on a legal holiday, then any
such Annual Meeting of Shareholders shall be held at the same time
and place on the next day thereafter ensuing which is not a legal
holiday.  At such
meetings, Trustees shall be elected, reports of the affairs of the
Trust shall be considered, and any other business that is within
the powers of the Shareholders may be transacted.
          (b)  Notice.  Written notice of each Annual Meeting shall
be given to each Shareholder of record entitled to vote, either
personally or by first class mail or other means of written
communication, charges prepaid, addressed to such Shareholder at
his address appearing on the books of the Trust or given by him to
the Trust for the purpose of notice. If a Shareholder gives no
address, notice shall be deemed to
have been given if sent by mail or other means of written
communication addressed to the place where the principal office of
the Trust is situated or if published at least once in some
newspaper of general circulation in the county in which said office
is located. Notice shall be deemed to have been given at the time
when delivered personally or deposited in the mail or sent by other
means of written communication. All such notices shall be sent to
each Shareholder entitled thereto not less than 10 days nor more
than 70 days before each Annual Meeting, shall specify the place,
the day, and the hour of that meeting and those matters that the
Board of Trustees at the time of the notice intends to present for
action by the Shareholders.
          (c)  Affidavit of Notice.  An affidavit of the mailing or
other means, of giving any notice of any Shareholders, meeting
shall be executed by the Secretary, Assistant Secretary or any
transfer agent of the Trust giving the notice, and shall be filed
and maintained in the minute book of the Trust.
          (d)  Advance Notice of Shareholder Proposals.  No
proposal by any Person or Persons other than two or more members of
the Board of Trustees, shall be submitted for approval of the
Shareholders at any annual meeting of the Shareholders unless the
Person or Persons advancing such proposal shall have given timely
notice thereof to the Chairman of the Board, the President, or the
Secretary of the Trust. To be timely, such notice shall be
delivered or mailed by registered mail or by telegraphic or other
facsimile transmission, and actually received not less than 70 days
prior to the meeting or 10 days after the date on which public
disclosure of the date of the meeting is first made to
Shareholders, whichever is later. Such notice shall set forth as to
each matter such Person or Persons propose to bring before the
meeting (i) a reasonably detailed description of the business
desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (ii) the name and the
business and residence address of the Person or Persons proposing
such business, (iii) the class and number of shares of capital
stock of the Trust which are beneficially owned by such Person or
Persons, (iv) any material interest of such Person or Persons in
such business, and (v) any other information that is required to be
provided by such Person or Persons pursuant to the Securities
Exchange Act of 1934, as amended, and the rules and regulations
thereunder. Notwithstanding anything in these Bylaws to the
contrary, no business proposed by any Person or Persons other than
two or more members of the Board of Trustees, shall be conducted at
an annual meeting of Shareholders except in accordance with the
procedures set forth in this subsection 3.2(d).  The Chairman of
the meeting shall, if the facts warrant, determine and declare at
the meeting that business was not properly brought before the
meeting and in accordance with the provisions of these Bylaws, and
if he should so determine, he shall so declare at the meeting and
any such business not properly brought before the meeting shall not
be transacted.

     3.3  Special Meetings and Notice Thereof.

          (a)  How Called.  Special meetings of the Shareholders
for any proper purpose whatsoever may be called at any time by two
Trustees or by Shareholders holding an aggregate of not less than
25% of the outstanding Shares of the Trust ("lot Shareholder(s)").
A special meeting may be called by any 25% Shareholder(s) only upon
written request delivered or mailed by registered mail or by
telegraphic or other facsimile transmission to the Chairman of the
Board, the President or the Secretary of the Trust, which request
contains a reasonably detailed description of the business desired
to be brought before the meeting and the reasons for conducting
such business at the meeting.  If a special meeting of Shareholders
is called upon the request of any 25% Shareholder(s), then the
Chairman of the Board shall cause Notice thereof to be promptly
given to the Shareholders entitled to vote in accordance with the
provisions of this Article III. Any special meeting will be held on
the date and at the time designated by the Chairman of the Board or
the Board of Trustees, which shall be not less than 10 nor more
than 70 days after the giving of Notice thereof.  If the Notice is
not given within 30 days after receipt of the request, the Person
or Persons requesting the meeting may give the Notice.  Nothing
contained in this Section 3.3 shall be construed as limiting,
fixing, or affecting the time when a meeting of Shareholders called
by action of two or more members of the Board of Trustees may be
held or the nature of the business that may be transacted at such
meeting.
        (b)  Notice.  Except in special cases where other express
provision is made by statute, Notices of such special meetings
shall be given in the same manner as for Annual Meetings of
Shareholders. The Notice of any special meeting shall specify, in
addition to the place, the day and the hour of such meeting, the
purpose or purposes of the business to be transacted at the
meeting, and no other business that is not specified in the Notice
may in fact be transacted.  In the case of any special meeting
called at the request of any 25% Shareholder(s), the only business
which may be proposed by such lot Shareholder(s) in the Notice of
the meeting, or proposed by such lot Shareholder(s) to be
transacted at the meeting, shall be the business specified in such
25% shareholder(s) request for a special meeting.  In the case of
any special meeting called at the request of any 25%
Shareholder(s), however, any two Trustees may bring business before
the meeting which is in addition to the business proposed by the
25% Shareholder(s), which additional business may be proposed by
any two Trustees in the Notice of the meeting.
     3.4  Conduct of Meetings.  The Chairman of the Board of
Trustees (or such other person as may be designated by the Board of
Trustees to chair any annual or special meeting of the
Shareholders) (the "Chairman") shall be authorized to determine or
to establish procedures governing the organization of each annual
or special meeting of Shareholders, the order of business to be
considered at such meetings and all matters relating to the conduct
of such meetings including, without limitation, admission to the
meetings and admission procedures, the persons entitled to address
the meetings, time limits for speaking, question and answer
periods, the permissibility or impermissibility of utilizing court
reporting equipment, tape recorders, cameras or other mechanical
devices, the opening and closing of the polls, and, subject to
Section 3.12, the inspection and counting of proxies and ballots.
Meetings shall be conducted in a manner designed to accomplish the
business of the meetings in a prompt and orderly fashion, without
distraction and disruption. Roberts' Rules of Order or any other
manual or parliamentary procedure shall have no applicability to
the conduct of such Shareholders' meetings unless otherwise
determined by the Chairman.
     3.5  Record Date for Shareholder Notice, Voting and Giving
Consents. For purposes of determining the Shareholders entitled to
notice of any meeting or to vote or entitled to give consent to
corporation action with a meeting, the Board of Trustees may in
advance fix a record date that shall not be more than 70 days nor
less than 10 days before the date of any such meeting nor more than
70 days before any such action without a meeting. Except as
otherwise provided in the Missouri General and Business Corporation
Law, only Shareholders of record on the date so fixed are entitled
to notice and to vote or to give consents, as the case may be,
notwithstanding
any transfer of any Shares on the books of the Trust after the
record date.
   If the Board of Trustees does not so fix a record date, only the
shareholders who are shareholders of record at the close of
business on the twentieth (20th) day preceding the date of the
meeting shall be entitled to notice of, and to vote at, the
meeting, and any adjournment of the meeting; except that, if prior
to the meeting written waivers of notice of the meeting are signed
and delivered to the Trust by all of the shareholders of record at
the time the meeting is convened, only the
shareholders who are shareholders of record at the time the meeting
is convened shall be entitled to vote at the meeting, and any
adjournment of the meeting.
   3.6  Adjourned Meetings and Notice Thereof.  Whether or not a
quorum is present, by the vote of the majority of the Shares the
holders of which are either present in person or represented by
proxy thereat, any annual or special Shareholders' Meeting may be
adjourned successively to a specified date not longer than one
hundred twenty (120) days after such adjournment, and no notice
need be given of such adjournment to shareholders not present at
the meeting.
     3.7  Voting at Meetings of Shareholders.  Subject to the
provisions of Section 351.265 of the Missouri General and Business
Corporation Law, and subject to the right of the Board of Trustees
to provide otherwise, only persons in whose name Shares entitled to
vote are registered the stock records of the Trust on the day
immediately preceding the day upon which notice of any meeting of
Shareholders is given, as provided in this Article, shall be
entitled to notice of and to vote at such meeting, notwithstanding
any transfer of any Shares on the books of the Trust after such
record date; provided, however, such record date shall not be more
than seventy (70) days nor less than ten (10) days prior to such
meeting.
Such vote may be via voce or by ballot; provided, however, that all
elections for Trustees must be by ballot upon demand made by any
Shareholder at any election and before the voting begins.  Except
as otherwise provided in the Organizational Documents each
outstanding Share shall be entitled to one vote on each matter
submitted to a vote of Shareholders.

    Every Shareholder entitled to vote at any election for Trustees
shall have the right to cumulate his votes and give one candidate a
number of votes equal to the number of Trustees to be elected,
multiplied by the number of votes to which his Shares are entitled,
or to distribute his votes on the same principle among as many
candidates as he shall think fit. The candidates receiving the
highest number of votes up to the number of Trustees to be elected
shall be elected.
      The shareholders shall have the voting rights regarding
amendment to these Bylaws as set forth in Article XI hereof.

     3.8  Quorum.  The presence in person or by proxy of a majority
of the Shares entitled to vote at any meeting shall constitute a
quorum for the transaction of business.  Except as provided in the
next sentence, the affirmative vote of a majority of the Shares
represented and voting at a duly held meeting at which a quorum is
present shall be an act of the Shareholders, unless a vote of a
greater number is required by the Articles
of Incorporation, these Bylaws or by the Missouri General and
Business Corporation Law.  The Shareholders present at a duly
called or held meeting at which a quorum is present may continue to
do business until adjournment, notwithstanding the withdrawal of
enough Shareholders to leave less than a quorum, if any action
taken (other than adjournment is approved by at least a majority of
the Shares required to constitute a quorum.

   3.9  Waiver of Notice or Consent of Absent Shareholders.  The
transactions of any annual or special meeting of Shareholders,
however called and noticed, shall be as valid as though conducted
at a meeting duly held after regular call and notice if a quorum is
present either in person or by proxy and if, either before or after
the meeting, each of the Shareholders entitled to vote but not
present in person or by proxy signs a written waiver of notice of
or a consent to the holding of such meeting or an approval of the
minutes thereof.  All such waivers, consents, or approvals shall be
filed with the corporate records or made a part of the minutes of
the meeting.
  3.10  Action without Meeting.  Except as elsewhere provided in
this
Section 3.9, any action that may be taken at any annual or special
meeting of Shareholders may be taken without a meeting and without
prior notice if a consent in writing, setting forth the action so
taken, is signed by the holders of all of the outstanding Shares.
   Any Shareholder giving a written consent, any such Shareholder's
proxyholder, or any transferee of the Shares of or a personal
representative of any such Shareholder or proxyholder may revoke
that consent by a writing received by the Trust prior to the time
that written consents of the number of Shares required to authorize
the proposed action have been filed with the Secretary of the Trust
but may not do so thereafter.  Any such revocation shall be
effective upon its receipt by the Secretary of the Trust.

     Except for elections of Trustees or officers, any form of
written consent distributed to ten or more Shareholders must afford
the Person whose consent is thereby solicited an opportunity to
specify a choice among approval, disapproval, or abstention as to
each matter or group of related matters presented.
     3.11  Proxies.  Every person entitled to vote or execute
consents shall have the right to do so either in person or by one
or more agents authorized by a written proxy executed by such
person or his duly authorized agent and filed with the Secretary of
the Trust, provided that no such proxy shall be valid after the
expiration of 11 months from the date of its execution unless the
person executing it specifies therein the length of time for which
such proxy is to continue in force.
    A proxy shall be deemed signed if the Shareholder's name is
placed on the proxy (whether by manual signature, typewriting,
telegraphic transmission or otherwise) by the Shareholder or the
Shareholder's attorney in fact.  A validly executed proxy which
does not state that it is irrevocable shall Continue in full force
and effect unless revoked by the Person executing it before the
vote pursuant to that proxy by (1) a writing delivered to the Trust
stating that the proxy is revoked, (2) execution of a subsequent
proxy, (3) attendance at the meeting and voting in person, or (4)
transfer of the Shares represented by the proxy to a transferee who
becomes a Shareholder of record prior to the record date
established for the vote.  Such validly executed proxy otherwise
may be revoked by written notice of the death or incapacity of the
maker of that proxy received by the Trust before the vote pursuant
to that proxy is counted.  The revocability of a proxy that states
on its face that it is irrevocable shall be governed by the
provisions of Section 351.245(4) of the Missouri General and
Business Corporation Law.
     Except with respect to election of Trustees or officers, any
proxy distributed to 10 or more Shareholders must afford the Person
voting an opportunity to specify a choice among approval,
disapproval, or abstention as to each matter or group of related
matters.
     3.12  Inspectors of Election.  Before any meeting of
Shareholders, the Board of Trustees may appoint any Persons other
than nominees for office to act as inspectors of election at the
meeting or its adjournment.  If no inspectors of election are so
appointed, the Chairman of the meeting may, and on the request of
any
Shareholder or a Shareholder's proxy shall, appoint inspectors of
election at the meeting. The number of inspectors shall not be less
than two.  If inspectors are appointed at a meeting on the request
of one or more Shareholders or proxies, the holders of a majority
of Shares or their proxies present at the meeting shall determine
the precise number of inspectors to be appointed.  If any Person
appointed as inspector fails to appear or fails or refuses to act,
the Chairman of the meeting may, and upon the request of any
Shareholder or a Shareholder's proxy shall, appoint a Person to
fill that vacancy.
     These inspectors shall:
          (a)  Determine the number of Shares outstanding and the
voting power of each, the Shares represented at the meeting, the
existence of a
quorum, and the authenticity, validity, and effect of proxies; (b)
          Receive votes, ballots, or consents;
          (c)  Hear and determine all challenges and questions in

any

way arising in connection with the right to vote;

          (d)  Count and tabulate all votes or consents;

          (e)  Determine when the polls shall close;

          (f)  Determine the result; and

          (g)  Do any other acts that may be proper to conduct the

election or vote with fairness to all Shareholders.

     ARTICLE IV

          TRUSTEES

    4.1  Powers.  The directors of this corporation shall have
fiduciary obligations to the Shareholders and shall be called
"Trustees." Notwithstanding said designation, however, they will
have no different or greater level of fiduciary duty and
responsibility than do directors of any Missouri business
corporation.  Subject to limitations of the Articles of
Incorporation, the Bylaws, and the Missouri General and Business
Corporation Law relating to action required to be authorized or
approved by the Shareholders or the outstanding Shares, and subject
to the duties of Trustees as prescribed by the Bylaws, all
corporate powers shall be exercised by or under the authority of,
and the business and affairs of the Trust
shall be controlled by, the Board of Trustees. Without prejudice to
those general powers, but subject to the same limitations, it is
hereby expressly declared that the Trustees shall have the
following powers:
          First:  To conduct, manage, and control the affairs and
business of the Trust and to make such rules and regulations
therefor not inconsistent with law or with the Organizational
Documents as they may deem best.
          Second:  To select and remove all officers, agents, and
employees of the Trust, to prescribe such powers and duties for
them as may not be inconsistent with law or the Organizational
Documents and to fix their compensation.
          Third:  To change the principal office for the
transaction of the
business of the Trust from one location to another within the same
county, as provided in Article II, Section 2.1, hereof; to fix and
locate from time to time one or more subsidiary offices of the
Trust within or without the State of California, as provided in
Article II, Section 2.2. hereof; to designate any place within or
without the State
of California for the holding of any Shareholders' meeting or
meetings; to adopt, make and use a Trust seal, to prescribe the
forms of certificates of stock and to alter the form of such seal
and of such certificates from time to time as in their judgment
they may deem appropriate, provided that such seal and such
certificates shall at all times comply with the provisions of law;
and to cause the Trust to be qualified to do business in California
and any other state, territory, dependency, or country.
          Fourth:  To authorize, from time to time, the issuance of
Shares, warrants, convertible debt, and options of the Trust, upon
such terms as may be lawful as dividends or in consideration of
money paid, labor done or services actually rendered, debts or
securities canceled, or tangible or intangible property actually
received.
          Fifth:  To borrow money and incur indebtedness for the
purposes of the Trust and to cause to be executed and delivered
therefor in the Trust's name promissory notes, bonds, debentures,
deeds of trust, mortgages, pledges, hypothecations or other
evidences of debt, and securities therefor; to engage in
transactions commonly referred to as "interest rate swaps"; to
guarantee, indemnify, or act as surety with respect to payment or
performance of obligations of third parties; to enter into other
obligations on behalf of the Trust; and to assign, convey,
transfer, mortgage, subordinate, pledge, grant security interests
in, encumber, or hypothecate the Trust Estate to secure any of the
foregoing, subject to the restriction set forth in section 8.2(d).
The Trustees shall review the Trust's borrowing policy at least
quarterly.
          Sixth:  By resolution adopted by a majority of the
authorized number of Trustees, to designate one or more committees,
including an Executive committee, each consisting of two or more
Trustees to serve at the pleasure of the Board.  The Board may
designate one or more Trustees as alternate members of any
committee, who may replace any absent member at any meeting of the
committee.  A majority of the Executive Committee shall be at all
times Independent Trustees; provided, however, that upon a failure
to comply with this
requirement because of death, resignation, or removal of a Trustee,
this requirement shall not be applicable for a period of 60 days.
Any such committee shall have all the authority of the Board to the
extent provided in the resolution of the Board or in the Bylaws,
subject to the limitations contained or in the Missouri General and
Business corporation Law.
          Seventh:  To declare dividends at such times and in such
amounts as the condition of Trust affairs may warrant.
          Eighth:  To purchase and pay for insurance contracts and
policies insuring the Trust's assets against any and all risks and
insuring the Trust and/or any or all the Trustees, the
Shareholders, officers, employees, agents, investment advisors, and
independent contractors of the Trust against any and all claims and
liabilities of every nature asserted by any Person arising by
reason of any action alleged to have been taken or omitted by the
Trust or by any such Person as Trustee, Shareholder, officer,
employee, agent, investment advisor, or independent contractor,
whether or not the Trust would have the power to indemnify such
Person against such liability.
       Ninth:  To enter into joint ventures, general or limited
partnerships, and other lawful combinations or associations with
independent third parties, with the Advisor or its Affiliates, with
a trust, corporation, partnership, or other entity controlled,
advised, or managed by the Advisor, or with a combination of such
Persons, subject to the restrictions set forth in Section 8.3(j).

          Tenth:  To sell, lease, convey, exchange, transfer or
otherwise dispose of any of the Trust's properties and assets in
the ordinary course of its business without Shareholder approval.
          Eleventh:  To restructure the Trust's activities in any
manner they deem appropriate without the consent of Shareholders if
they in their reasonable discretion deem that restructuring
necessary to avoid having the Trust's assets treated as "plan
assets" under the Employee Retirement Income Security Act of 1974
(ERISA).
          Twelfth:  Generally, to exercise all the powers and to
perform all of the acts and duties pertaining to their office that
from time to time may be permitted by law.
 The Trustees in their capacity as Trustees shall not be required
to devote their entire time to the business and affairs of the
Trust.

      4.2  Number and Qualification of Trustees.  The number of
Trustees may be increased or decreased by the Trustees or
Shareholders, but shall be not less than three (3) nor more than
seven (7) until changed by an amendment to the Articles of
Incorporation or to this Bylaw.  The number of initial Trustees
shall be three.  The Secretary of State of the State
of Missouri shall be notified within thirty (30) days of any change
in the authorized number of Trustees.
4.3  Election and Term of Office.  The Trustees shall be elected at
each Annual Meeting of Shareholders.  However, if any such Annual
Meeting is not held or if the Trustees are not elected thereat, the
Shareholders may elect the Trustees at any special meeting held for
that purpose.  All Trustees shall hold office until the first
annual meeting of the Shareholders or until their respective
successors are elected.
    4.4  Nomination of Trustees.  Nominations for the election of
Trustees may be made by the Board of Trustees or by any Shareholder
entitled to vote in the election of Trustees generally; provided,
however, any Shareholder entitled to vote in the election of
Trustees generally may nominate one or more persons for election as
Trustees at a       meeting only if written notice of such
Shareholder's intent
to make
such nomination or nominations has been given, by personal
delivery, by registered mail or by telegraphic or other facsimile
transmission, and actually received by the Secretary of the Trust
not less than seventy (70) days in advance of such meeting or the
close of business
of the tenth (10th) day following the date on which public
disclosure of the date of the meeting is first made to
Shareholders, whichever is later. Each such notice shall set forth:
(a) the name and address of the Shareholder who intends to make the
nomination and of the person or persons to be nominated; (b) a
representation that the Shareholder is a holder of record of stock
of the Trust entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all
arrangements or understandings between the Shareholder and each
nominees and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be
made by the Shareholder; (d) such other information regarding each
nominee proposed by such Shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of
the Securities Exchange Act of 1934, as amended, had the nominee
been nominated, or intended to be nominated, by the Board of
Trustees; and (e) the consent of each nominee to serve as a Trustee
if so elected.  The Chairman of the meeting may refuse to
acknowledge the nomination of any person not made in compliance
with the foregoing procedure.
     4.5  Vacancies.  Vacancies in the Board of Trustees may be
filled by a majority of the remaining Trustees (even if less than a
quorum) or by a sole remaining Trustee, except that a vacancy
created by the removal of a Trustee by the vote or written consent
of the Shareholders or by court order may be filled only by the
vote of a majority of the Shares entitled to vote represented at a
duly held meeting at which a quorum is present or by the written
consent of holders of a majority of the outstanding Shares entitled
to vote. Each Trustee so elected shall hold office until his
successor is elected at an Annual or a special meeting of the
Shareholders.
A vacancy or vacancies in the Board of Trustees shall be deemed to
exist in case of the death, resignation, or removal of any Trustee,
if the authorized number of Trustees is increased, or if the
Shareholders fail to elect the authorized number of Trustees to be
voted for at any
meeting at which any Trustee or Trustees are elected.
   Any Trustee may resign effective on giving written notice to the
Chairman of the Board, the President, the Secretary, or the Board
of Trustees.  The Shareholders may elect a Trustee or Trustees at
any time to fill any vacancy or vacancies not filled by the
Trustees.
     If the Board of Trustees accepts the resignation of a Trustee
tendered to take effect at a future time, the Board or the
Shareholders shall have the power to elect a successor to take
office when the resignation is to become effective.
     Notwithstanding any of the above, any remaining Independent
Trustees shall nominate replacements for vacancies amongst the
Independent Trustee positions.
   No reduction in the authorized number of Trustees shall have the
effect of removing any Trustee prior to the expiration of his term
of office.

     If the number of vacancies occurring during a year is
sufficiently large that a majority of the Trustees in office has
not been elected by the Shareholders, the holders of 5% or more of
the outstanding Shares entitled to vote may call a special meeting
of Shareholders to elect the entire Board of Trustees.

   4.6  Place of Meeting.  Regular meetings of the Board of
Trustees shall be held at any place within or without the State of
California which has been designated from time to time by the
Chairman of the Board or by written consent of all members of the
Board.  In the absence of such designation, regular meetings shall
be held at the principal office of the Trust.  Special meetings of
the Board may be held either at a place so designated or at the
principal office. Special meetings of any committee established
hereunder shall be held
at any place designated by the Chairman of the committee or all
members of the committee or at the principal office.  Members of
the Board and any such committee may participate in a meeting
through use of conference telephone or similar communication
equipment, so long as all members participating in such meeting can
hear one another. Participation in a meeting by means of the above
described procedure shall constitute presence in person at such
meeting.
  4.  Organization Meeting.  Unless the Board of Trustees decides
otherwise, it shall hold a regular meeting for the purpose of
election of officers and the transaction of other business
immediately following each Annual Meeting of Shareholders.  Notice
of that meeting is hereby dispensed with.

     4.8  Special Meetings.  Special meetings of the Board of
Trustees for any purpose or purposes may be called at any time by
the Chairman of the Board, the President, or any two Trustees.
Special meetings of any committee established hereunder may be
called by the Chairman of the Board or any two members of that
committee.
     Written notice of the time and place of special meetings of
the Board of Trustees, or any committee established hereunder,
shall be delivered personally to the Trustees or committee members
or sent to each Trustee or
committee member by mail or by other form of written communication,
charges prepaid, addressed to him at his address as it appears upon
the records of the Trust or, if that address is not so shown or is
not readily ascertainable, at the place in which the meetings of
Trustees are regularly held.  If that notice is mailed, it shall be
deposited in the United States mail in the location of the Trust's
principal office at least 4 days before the meeting.  If that
notice is delivered personally or telegraphed, it shall be so
delivered or deposited with the telegraph company at least 48 hours
before the meeting in the case
of a meeting of the Board of Trustees, or at least 24 hours before
the meeting in the case of a committee meeting. In addition to the
written notice pursuant to this paragraph, notice of meetings of
committees established hereunder may also be given orally by the
Chairman of the Board or President, either personally or by
telephone, at least 24 hours before the meeting. Any such mailing,
telegraphing, delivery, or oral communication shall be due, legal,
and personal notice to such Trustee.
     4.9  Adjournment.  Irrespective of whether they constitute a
quorum, a majority of the Trustees present may adjourn any Trustees
meeting to
another time and place.
     4.10  Notice of Adjournment.  If a meeting is adjourned for
more than 24 hours, before the time of the adjourned meeting notice
thereof shall be given to the Trustees who were not present at the
time of adjournment.

   4.11  Entry of Notice.  Whenever any Trustee has been absent
from
any special meeting of the Board of Trustees, an entry in the
minutes to the effect that notice has been duly given shall be
conclusive and incontrovertible evidence that due notice of that
special meeting was given to such Trustee as required by law and
the Bylaws of the Trust.

     4.12  Waiver of Notice.  The transactions of any meeting of
the Board of Trustees, however called and noticed and wherever
held, shall be as valid as though conducted at a meeting duly held
after regular call and notice if a quorum is present and if either
before or after the meeting each of the Trustees not present signs
a written waiver of notice of or consent to holding the meeting or
an approval of the minutes thereof.  All such waivers, consents, or
approvals shall be filed with the corporate records or made a part
of the
minutes of the meeting.
    4.13  Quorum.  Except to adjourn as hereinabove provided, a
majority
of the authorized number of Trustees or number of members of any
committee established hereunder, as the case may be, shall be
necessary to constitute a quorum for the transaction of business.
Every act or decision of a majority of the Trustees or committee
members at a meeting duly held at which a quorum is present shall
be regarded as an act of the Board of Trustees unless a greater
number is required by law or by the any of the Organizational
Documents. However, a meeting at which a quorum is initially
present may continue to transact business notwithstanding the
withdrawal of Trustees or committee members, provided that unless
otherwise expressly permitted by these Bylaws, any action taken
under those circumstances must be approved by at least a majority
of the required quorum for such meeting.

     4.14  Fees and Compensation.  The Trustees shall be entitled
to receive such reasonable compensation for their services as
Trustees may fix or determine from time to time; provided, however,
that Trustees and officers of the Trust who are affiliated with the
Advisory Company shall not receive compensation from the Trust for
their services as Trustees or officers of the Trust, although such
Trustees shall be entitled to reimbursement for expenses incurred
in connection with their service as Trustees or officers of the
Trust. The Trustees shall also be entitled to receive remuneration
either directly or indirectly for services rendered to the Trust in
any other capacity.  Such services may include, without limitation,
services as an officer of the Trust, legal, accounting, or other
professional services, or services as a broker, transfer agent, or
underwriter, whether performed by a Trustee or any person
affiliated with a Trustee.
     4.15  Action without Meeting.  Any action required or
permitted to
be taken by the Board of Trustees under the Missouri General and
Business Corporation Law may be taken without a meeting if all
members of the Board individually or collectively consent in
writing to such action. Any such consent or consents shall be filed
with the minutes of the meetings of the Board.  Any certificate or
other document filed under the provision of the Missouri General
and Business Corporation Law relating to an action so taken shall
state that the action was taken by unanimous written consent of the
Board of Trustees without a meeting and that the Bylaws authorized
the Trustees to so do.
     4.16  Independent Trustees.  Except during the 60 days
following the
departure of an Independent Trustee, a majority of the Trustees and
a majority of the members of any Trust committee will at all times
be Independent Trustees.  Successor Independent Trustees will be
nominated by any remaining Independent Trustees.  Notwithstanding
any other provision of these Bylaws, the Independent Trustees, in
addition to their other duties, to the extent that they may legally
do so, shall:
        (a)  Monitor the relationship of the Trust with the
          Advisor.
In this regard, the Independent Trustees as a group, in addition to
all Trustees as a group, will monitor the Advisor's performance of
the Advisory Agreement and will determine at least annually that
the Advisor's compensation under the Advisory Agreement is
reasonable in relation to the nature and quality of services
performed.  Such determination will be based on (i) the size of the
advisory fee in relationship to the size, composition, and
profitability of the invested assets, (ii) advisory fees paid to
other advisors by other real estate investment trusts and to
advisors performing similar services by investors other than real
estate investment trusts, (iii)
other compensation paid to the Advisor and its Affiliates by the
Trust, and (iv) all other factors such Independent Trustees may
deem relevant. The Independent Trustees will also monitor the
Advisor's resolution of any conflicts of interest in the
presentation of investment opportunities to the Trust and any other
public entity sponsored by the Advisor.
          (b)  Review at least annually the Trust's investment
policies to determine that they remain in the best interests of the
Shareholders.
          (c)  Take reasonable steps to ensure that the Annual
          Report is
sent to Shareholders and that the Annual Meeting is conducted
pursuant to Article III.
        (d)  Monitor the relationship of the Trust with its
independent accountants.
         (e)  Approve the selection of qualified independent
appraisers to determine the fair market value of property prior to
acquisition.
          (f)  Determine the adequacy of any noncash consideration
          given
upon the exercise of any options or warrants.
          (g)  Determine at least annually that the total fees and
expenses of the Trust are reasonable in light of its net assets,
net income, and investment experience of the Trust and the fees and
expenses of comparable Advisors in real estate.  In this regard,
the Independent Trustees will have the fiduciary responsibility of
limiting Operating Expenses to amounts that do not exceed the
limitation set forth in Section 7.4, unless they conclude that a
higher level of expenses is justified based on unusual nonrecurring
factors or other factors they deem sufficient.
        (h)  Determine that any borrowing in excess of the
limitation as set forth in Section 8.2(d) is appropriate.

   The vote or consent of a majority of the Independent Trustees
qualified to act and present at any meeting of the Trustees or
committee at which a quorum of Trustees or committee members is
present will constitute the action of the Independent Trustees.
All required determinations and the bases therefor, if required to
be stated, will be reflected in the minutes.
     4.17  Removal of Trustee for Cause.  The Board of Trustees may
declare vacant the office of a Trustee who has been declared of
unsound mind by an order of court, or who has pled guilty or nolo
contendere to or been convicted of a felony involving moral
turpitude.
     4.18  Removal of Trustee without Cause.  Any or all Trustees
may be removed without cause if their removal is approved by the
affirmative vote of a majority of the outstanding Shares entitled
to vote, subject to the following restrictions and those
restrictions contained in Section 351.315(2) of the Missouri
General and Business Corporation Law.  No Trustee may be removed
(unless the entire Board is removed) if the votes cast against the
individuals removal, or not consenting in writing to such removal,
would be sufficient to elect such Trustee if voted cumulatively at
an election at which the same total number of votes were cast (or,
if such action is taken by written consent, all Shares entitled to
vote were voted) and the entire number of Trustees authorized at
the time of the Trustee's most recent election were being elected.
Any reduction of the authorized number of Trustees shall not
operate to remove any Trustee prior to the expiration of such
Trustee's term of office.
     4.19  Visitors.  No person other than a Trustee may attend any
meeting of the Board of Trustees without the consent of the
majority of the Trustees present; provided, however, that a
representative of legal counsel for the Trust and a representative
of the independent certified public accountant for the Trust may
attend any such meeting upon the invitation of any Trustee.
     ARTICLE V
     OFFICERS
     5.1  Officers.  The officers of the Trust shall be a Chairman
of the Board, a Chief Executive Officer, a President, a Secretary,
a Chief Financial Officer, a Treasurer, and such other officials
with such titles and duties as may be appointed in accordance with
the provisions of Section 5.3 hereof.  Any number of offices may be
held by the same person.
     5.2  Election.  The officers of the Trust, except such
officers as may be appointed in accordance with the provisions of
Section 5.3 or Section 5.5 hereof, shall be chosen annually by the
Board of Trustees, and each shall hold his office until he resigns,
is removed, is otherwise disqualified to serve, or his successor is
elected and qualified.
   5.3  Subordinate Officers.  The Board of Trustees may appoint
such other officers as the Trust's business requires, each of whom
shall hold office for such period, have such authority and perform
such duties as are provided in the Bylaws or as the Board of
Trustees may from time to time determine.
     5.4  Removal and Resignation.  A majority of Trustees may
remove any officer with or without cause at any regular or special
meeting of the Board.
   Any officer may resign at any time by giving written notice to
the Trust's Board of Trustees, Chairman, President or Secretary.
Any such resignation shall take effect at the date of the receipt
of such notice or any later time specified therein.  Unless
otherwise specified therein, the acceptance of such a resignation
shall not be necessary to make it effective.

     5.5  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause shall be
filled in the manner prescribed in the Bylaws for regular
appointments to such office.

     5.6  Chairman of the Board.  The Chairman of the Board, if
present, shall preside at all meetings of the Board of Trustees and
Shareholders and exercise and perform all such other powers and
duties as may from time to time be assigned to him by the Board of
Trustees or prescribed by the Bylaws.  He shall be an ex-officio
member of all standing committees.

5.7  Chief Executive Officer.  Subject to the Board of Trustees and
the supervisory powers of the Chairman of the Board, the Chief
Executive Officer shall have general supervision, direction and
control of the business and management of the Trust.  He shall
preside at meetings of the Shareholders or at meetings of the Board
of Trustees if the Chairman is absent.

     5.8  President.  The President shall have such powers and
shall perform such duties as prescribed for him respectively by the
Board of Trustees and the Chief Executive Officer.  In the absence
or disability of the Chief Executive officer, the President shall
perform all the duties of the Chief Executive officer and, when so
acting, shall have all the powers of and be subject to all the
restrictions upon the Chief Executive Officers.
     5.9  Vice Presidents.  In the absence or disability of the
President and the Chief Executive Officer, the Vice Presidents in
order of their rank as fixed by the Board of Trustees or, if not
ranked, the Vice President designed by the Board of Trustees or the
Chief Executive Officer, shall perform all the duties of the
President and, when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Vice
Presidents shall have such other powers and shall perform such
other duties as from time to time may be prescribed for them
respectively by the Board of Trustees, the ChiefExecutive Officer
or the Bylaws.
   5.10  Secretary.  The Secretary shall keep a book of minutes at
the Trust's principal place of business or at such other place of
business as the Trustees may order.  These minutes shall record the
proceedings of Trustee and Shareholder meetings and shall set forth
the following items with respect to each such meeting: its time and
place; its quality as regular or special; the manner of notice
given; for Trustee meetings, the names of those present; for
Shareholder meetings, the number of Shares present or represented;
and, for special meetings, the manner in which authorized.
   The Secretary shall keep a Share register or duplicate thereof
at the Trust's principal office or at the office of the Trust's
transfer agent. This register shall set forth the names of the
Shareholders and their addresses, the number and classes of Shares
held by each (whether in certificate or "unissued certificate"
form), the number and the date of certificates issued for the same,
if any, and the name and date of cancellation of every certificate
surrendered for cancellation.

     The Secretary shall give notice of all the meetings of the
Shareholders and of the Board of Trustees required by the Bylaws or
by law, shall keep the seal of the Trust in safe custody, and shall
have such other powers and perform such other duties as may be
prescribed by the Board of Trustees or the Bylaws.

   5.11  Assistant Secretaries.  In the absence or disability of
the Secretary, the Assistant Secretaries in order of their rank as
fixed by the Board of Trustees or, if not ranked, the Assistant
Secretary designated by the Board of Trustees, shall perform all
the duties of the Secretary and,
when so acting, shall have all the powers of and be subject to, all
the restrictions upon the Secretary.  The Assistant Secretaries
shall have such other powers and shall perform such other duties as
from time to time may be prescribed for them respectively by the
Board of Trustees or the Bylaws.

   5.12  Chief Financial Officer.  The Chief Financial officer
shall keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and business
transactions of the Trust, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital,
surplus, and Shares.

  The Chief Financial officer shall deposit all moneys and other
valuables in the name and to the credit of the Trust with such
depositories as may be designated by the Board of Trustees.  He
shall be responsible for the proper disbursement of the Trust's
funds as may be ordered by the Board of Trustees and shall render
to the Chairman, Chief Executive Officer or Trustees, whenever they
request it, an account of all of his transactions as Chief
Financial Officer and the financial condition of the Trust.  The
Chief Financial Officer shall prepare a proper annual budget of
income and expenses for each calendar year, revised quarterly, for
approval of or revision by the Board of Trustees, and shall be
responsible for the handling of finances in connection therewith.
He shall have such other powers and shall perform such other duties
as may be prescribed by the Board of Trustees.  He shall see that
all officers signing checks and all officers and employees handling
cash are, if required by the Board of Trustees, bonded in such
amounts as may be fixed from time to time by the Board of Trustees.
     5.13  Treasurer.  The Treasurer shall have the powers and
shall perform such duties as prescribed for him respectively by the
Board of Trustees and the Chief Financial Officer.  In the absence
of or disability of the Chief Financial officer, the Treasurer
shall perform all the duties of the Chief Financial Officer and,
when so acting, shall have the powers of and be subject to all the
restrictions upon the Chief Financial Officer.
  5.14  Assistant Treasurers.  In the absence of or disability of
the Chief Financial Officer and the Treasurer, the Assistant
Treasurers in order of their rank as fixed by the Board of Trustees
or, if not ranked, the Assistant Treasurer designated by the Board
of Trustees or by the Chief Financial Officer, shall perform all
the duties of the Treasurer and, when so acting, shall have the
powers of and be subject to all the restrictions upon the
Treasurer.  The Assistant Treasurers shall have such other powers
and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Trustees, the
Chief Financial Officer or the Bylaws.
     ARTICLE VI
     SHARES OF STOCK
     6.1  Registered Ownership, Share Certificates and Shares in
"Uncertificated" Form.  Shares shall be certificated and
transferred in accordance with these Bylaws, but need not be
certificated unless the Shareholder elects to have Share
certificates issued to him.  The Persons in whose names
certificates or Shares in "uncertificated" form are registered on
the records of the Trust shall be deemed the absolute owners of the
Shares represented thereby for all purposes of the Trust. However,
nothing herein shall preclude the Trustees or officers or their
agents and representatives from inquiring as to the actual
ownership of Shares.  Until a transfer is duly effected on the
records of the Trust, the Trustees shall not be affected by any
notice of such transfer, either actual or constructive.  The
receipt by the Person in whose name any Shares are registered on
Trust records by his duly authorized agent or, if such Shares are
so registered in the names of more than one Person, the receipt of
any one of those Persons or duly authorized agent thereof shall be
a sufficient discharge for all dividends or distributions payable
or deliverable in
respect of those Shares and from all liability to see the
application thereof.  The certificates of Shares shall be in such
form consistent with the Articles of Incorporation and the laws of
the State of Missouri as shall be approved by the Board of
Trustees.  All such certificates shall be signed by the Chairman of
the Board, the President, or a Vice President and by the Treasurer,
an Assistant Financial Officer, the Secretary, or any Assistant
Secretary, certifying the number of Shares and the class or series
of Shares owned by the Shareholder.  Any or all of the signatures
on the certificate
may be facsimile.
    6.2  Transfer of Shares.  Subject to the provisions of law and
of
Sections 6.3, 6.4, and 6.5 hereof, Shares shall be transferable on
the records of the Trust only by the record holder thereof or by
his duly authorized agent.  Such transfers will only be made upon
delivery to the Trustees or a transfer agent of (i) the certificate
or certificates therefor (unless held in "uncertificated" form, in
which case an executed stock power duly guaranteed must be
delivered), properly endorsed or accompanied by duly executed
instruments of transfer, and (ii) all necessary documentary stamps
together with such evidence of the genuineness of each endorsement,
execution, or authorization and of other matters as the Trustees or
such transfer agent may reasonably require. Upon such delivery, the
transfer shall be recorded in the records of the Trust, and, if
requested, a new certificate for the Shares so transferred shall be
issued to the transferee.  In case of a transfer of only a part of
the Shares represented by any certificate or account, a new
certificate or statement of account for the balance shall be issued
to the transferor. Any Person becoming entitled to any Shares in
consequence of the death of a Shareholder or otherwise by operation
of law shall be recorded as the holder of such Shares and, if
requested, shall receive a
new certificate therefor upon delivery to the Trustees or a
transfer agent of (i) instruments and other evidence required by
the Trustees or the transfer agent to demonstrate such entitlement,
(ii) the existing certificate (or appropriate instrument of
transfer if held in "uncertificated" form) for such Shares, and
(iii) necessary releases and authorizations from applicable
governmental authorities.
Nothing in these Bylaws shall impose upon the Trustees or a
transfer agent a duty to, or limit their rights to, inquire into
adverse claims.
     6.3  Shareholders' Disclosures:  Redemption of Shares.  The
Shareholders shall upon demand disclose to the Trustees in writing
such information with respect to direct and indirect ownership of
the Shares as the Trustees deem necessary to comply with the
provisions of the Internal Revenue Code and the regulations
thereunder as the same shall be from time to time amended, or to
comply with the requirements of any other taxing authority.  If the
Trustees shall at any time and in good faith be of the opinion that
direct or indirect ownership of Shares of the Trust has or may
become concentrated to an extent that the Trust is disqualified as
or is in danger of being disqualified as a REIT under the REIT
Provisions of the Internal Revenue Code, the Trustees shall have
the power by lot or other means deemed equitable by them to prevent
the transfer of and/or call for redemption a number of such Shares
sufficient in the opinion of the Trustees to remove that danger of
disqualification or to maintain or bring the direct or indirect
ownership of Shares of the Trust into conformity with the
requirements for such a REIT.  The redemption price shall be (i)
the last reported sale price of the Shares on the last business day
prior to the redemption date on the principal national securities
exchange on which the Shares are listed or admitted to trading, or
(ii) if the Shares are not so listed or admitted to trading, the
average of the highest bid and lowest asked prices on such last
business day as reported by the NASDAQ, National Quotation Bureau
Incorporated or a similar organization selected by the Trust for
such purpose, or (iii) if not determined as aforesaid, as
determined in good faith by the Trustees. From and after the date
fixed for redemption by the Trustees, the holder of any Shares so
called for redemption shall cease to be entitled to dividends,
distributions, voting rights and other benefits with respect to
such Shares, excepting only to the right to payment of the
redemption price
fixed as aforesaid.  For the purpose of this Section 6.3, the term
"individual" shall be construed as provided in Section 542(a)(2) of
the Internal Revenue Code or any successor provisions and
"ownership" of Shares shall be determined as provided in Section
544 of the Internal Revenue Code or any successor provision.
  If the total Shares held by any Shareholder is less than 100, the
Trust may at its election redeem those Shares at a redemption price
determined under the principles set forth in the preceding
paragraph of this Section 6.3.
     6.4  Right to Refuse to Transfer Shares.  Whenever it is
deemed by then to be reasonably necessary to protect the tax status
of the Trust, the Trustees may require a statement or affidavit
from each Shareholder or transferee in a proposed transfer of
Shares or warrants or similar rights to purchase Shares, including
without limitation (i) any proposed exercise of warrants or similar
rights to purchase Shares, and (ii) any proposed conversion of a
convertible Security into Shares setting forth the number of Shares
(and warrants, rights or options to purchase Shares) already owned
by him and any related Person specified in the form prescribed by
the Trustees for that purpose.  If, in the opinion of the Trustees,
which shall be conclusive upon any proposed transferor or proposed
transferee of Shares or Warrants, any such proposed transfer or
exercise would jeopardize the status of the Trust as a REIT under
the Internal Revenue Code as now enacted or as hereafter amended,
or place the Trust in jeopardy of having its assets treated as
"plan assets" under ERISA, the Trustees may refuse to permit such
transfer or exercise.  Any attempted transfer or exercise as to
which the trustees have refused their permission shall be void and
of no effect to transfer any legal or
beneficial interest in the Shares or Warrants.  All contracts for
the sale or other transfer or exercise of Shares or Warrants shall
be subject to this provision.
     6.5  Limitation on Acquisition of Shares.
          (a)  Subject to the provisions of Section 6.5(b), no
person may own in excess of 9.8% of the total outstanding Shares,
and no Shares shall be transferred (or issued, for example, upon
the exercise of Warrants) to any person if, following such
transfer, such person's direct or indirect ownership of Shares
would exceed this limit.  For the purpose of this Section 6.5,
ownership of Shares shall be computed in accordance with Internal
Revenue Code Sections 542(a) and 544.
          (b)  If Shares are purportedly acquired by any person in
violation of this Section 6.5, such acquisition shall be valid only
to the extent it does not result in a violation of this Section
6.5, and such acquisition shall be null and void with respect to
the excess ("Excess Shares"), Excess Shares shall be deemed to have
been acquired and to be held on behalf of the Trust, and, as the
equivalent of Treasury Shares for such purpose, shall not be
considered to be outstanding for quorum or voting purposes, and
shall not be entitled to receive dividends, interest, or any other
distribution.
          (c)  This Section 6.5 shall apply to the acquisition of
Shares only after conclusion of the Trust's initial public offering
of its Shares and by means other than through the Trust's Dividend
Reinvestment Plan and a Shareholder will not be required to dispose
of Excess Shares acquired prior to the conclusion of that offering.
So long as any person so holds more than 9.8% of the outstanding
Shares, a lower percentage limit may be established by the Trustees
to the extent necessary to assure, to the extent possible, that no
five persons own more than 50% of the outstanding Shares.
          (d) The Trust shall, if deemed necessary or desirable to
implement the provisions of this Section 6.5, include on the face
or back of each Share or Warrant certificate issued by the Trust an
appropriate legend referring the holder of such certificate to the
restrictions contained in this Section 6.5 and stating that the
complete text of this Section 6.5 is on file with the Secretary of
the Trust at the Trust's offices.
          (e)  Nothing herein contained shall limit the ability of
the Trustees to impose, or to seek judicial or other imposition of,
additional restrictions if deemed necessary or advisable to protect
the Trust and the interests of its Shareholders by preservation of
the Trust's status as a qualified real estate investment trust
under the Internal Revenue Code.
         (f)  If any provision of this Section 6.5 or any
application
of any such provision is determined to be invalid by any federal or
state court having jurisdiction over the issue, the validity of the
remaining provisions shall not be affected and the other
applications of such provisions shall be affected only to the
extent necessary to comply with the determination of such court.
          (g)  For purposes of this Section 6.5,
               (1)  "Person" includes an individual, corporation,
partnership, association, joint stock company, trust,
unincorporated association or other entity, but shall not include a
stock bonus, domestic pension or profit sharing trust.
               (2)  "Shares" means the Shares of the Trust as
defined in these Bylaws, and includes any debt securities of the
Trust that are convertible into Shares.
   6.6  Lost or Destroyed Certificates.  The holder of any Shares
shall immediately notify the Trust of any loss or destruction of
the certificate therefor, and the Trust may issue a new certificate
in the place of any certificate theretofore issued by it alleged to
have been lost or destroyed, upon approval of the Board of
Trustees.  As a condition to authorizing the issue of such new
certificate, the Board may in its discretion require the owner of
the lost or destroyed certificate or hid legal representative to
make proof satisfactory to the Board of Trustees of the loss or
destruction thereof and to give the Trust a bond or other security,
in such amount and with such
surety or sureties as the
Board of Trustees may determine, as indemnity against any claim
that may be made against the Trust on account of any such
certificate so alleged to have been lost or destroyed.
    6.7  Dividend Record Date and Closing Stock Books.  The Board
of
Trustees may fix a date in the future as a record date for the
determination of the Shareholders entitled to receive any dividend
or distribution or any allotment of rights or to exercise rights
with respect to any change, conversion, or exchange of Shares.  The
record date so fixed shall not be more than seventy (70) days nor
less than ten (10) days prior to the date of such event for the
purposes of which it is fixed.  When a record date is so fixed,
only Shareholders of record on that day shall be entitled to
receive the dividend, distribution, or allotment of rights or to
exercise the rights, as the case may be, notwithstanding any
transfer of any Shares on the books of the Trust after the record
date.

     ARTICLE VII
     EMPLOYMENT OF ADVISOR AND
     LIMITATION ON OPERATING EXPENSES

   7.1  Employment of Advisor.  The Trustees are responsible for the
general policies of the Trust and for such general supervision of
the Trust's business conducted by all its officers, agents,
employees, advisors, managers, or independent contractors as may be
necessary to insure that its business conforms to the provisions of
these Bylaws. The Trustees will also exercise ultimate control over
the acquisition and disposition of the Trust's assets.  However, the
Trustees shall not be
required to conduct all the Trust's business personally, and,
consistent with their ultimate responsibility as stated above, they
shall have the power to appoint, employ, or contract with any Person
(including one or more of themselves or any corporation,
partnership, or trust in which one or more of them may be directors,
officers, stockholders, partners, or trustees) as they may deem
necessary or proper for the transaction of the Trust's business.
The Trustees may therefor employ or contract with such Person
(herein referred to as the "Advisor"), and they may grant or
delegate such authority to the Advisor as they may in their sole
discretion deem necessary or desirable without regard to whether
that authority is normally granted or delegated by Trustees.

     The Trustees (subject to the provisions of Sections 7.2 and
7.4) shall have the power to determine the terms of any arrangement
with and
the compensation of the Advisor or any other Person whom they may
employ or with whom they may contract; provided, however, that any
determination to employ or contract with any Trustee or any Person
of which a Trustee is an Affiliate shall be valid only if made,
approved, or ratified by the Independent Trustees.  The Trustees may
exercise broad discretion in allowing the Advisor to administer and
regulate the operations of the Trust, to act as agent for the Trust,
to execute documents on behalf of the Trust, and to make executive
decisions that conform to general policies and general principles
previously established by the Trustees. If the Trustees select any
successor Advisor, they shall determine that successor Advisor
possesses sufficient qualifications (a) to perform the advisory
function for the Trust and (b) to justify the compensation provided
for in its contract with the Trust.

     7.2  Term.  The Trustees shall not enter into any Advisory
Agreement with the Advisor unless that contract has a term of no
more than one (1) year and provides for annual renewal or extension
thereafter, subject to approval by the Trustees and the Shareholders
of the Trust.  The Trustees shall not enter into an Advisory
Agreement with any Person of which a Trustee is an Affiliate unless
that
contract provides for renewal or extension thereof by the
Independent Trustees. The Advisory Agreement may be terminated
without penalty by the Advisor upon 120 days' written notice, or by
the Trust without cause or penalty by action of the
Trustees, the Independent Trustees, or a majority of the
Shareholders of the Trust upon sixty (60) days' written notice, in a
manner to be set forth in the Advisory Agreement with the Advisor.
The Advisory Agreement shall also require the Advisor to cooperate
with the Trust to provide an orderly management transition after any
termination.

     7.3  Other Activities of Advisor.  The Advisor shall not be
required to administer the investment activities of the Trust as its
sole and exclusive function.  Rather, it may have other business
interests and may engage in other activities similar or in addition
to those relating to the Trust, including the rendering of services
and advice to other Persons (including other real estate investment
trusts) and the management of other investments (including
investments of the Advisor and its Affiliates).  The Trustees may
request the Advisor to engage in other activities which complement
the Trust's investments, and the Advisor may receive compensation or
commissions therefor from the Trust or other Persons.
     The Advisor shall be required to use its best efforts to
present a continuing and suitable investment program to the Trust
that is consistent with the investment policies and objectives of
the Trust. Neither the Advisor nor any Affiliate of the Advisor
(subject to any applicable provision of Sections 9.11 and 9.12)
shall be obligated to present any particular investment opportunity
to the Trust even if such opportunity is of a character which, if
presented to the Trust, could be taken by the Trust, and, subject to
the foregoing, shall be protected in taking for its own account or
recommending to others such particular investment opportunity.  The
Advisor must, however, inform the Trust of any investment
opportunities that are within the Trust's investment policies but
which the Advisor intends to offer first to another public entity
sponsored by the
Advisor.
     The Advisor, its Affiliates, and any trust, corporation,
partnership, or other entity controlled, advised, or managed by the
Advisor, or a combination thereof, may enter into (i) joint
ventures, partnerships or other lawful combinations or associations
with the Trust in connection with the acquisition and ownership of
real property investments and (ii) a reorganization with the Trust;
provided, that the Trust and that entity or those entities together
have a controlling interest in such joint venture, partnership,
combination or association; and provided, further, that the terms
and conditions of any such joint
venture, partnership, combination or association must be approved by
the Independent Trustees.  Subject to the foregoing conditions, the
Trust may
contribute its real property or other assets from or to Affiliates
or nonAffiliates in the event the Trust determines to enter into a
joint venture or reorganization with such entities.
     The Advisor, its Affiliates, and any trust, corporation,
partnership, or other entity controlled, advised, or managed by the
Advisor, or a combination thereof, may loan money to the Trust or
borrow money from the Trust and any such loans to the Trust may be
secured by the Trust's assets, provided, that the terms and
conditions of any such loans or borrowings must be approved by the
Independent Trustees.
     Upon request of any Trustee, the Advisor and any Person who
controls, is controlled by, or is under common control with the
Advisor, shall promptly furnish the Trustees with information on a
confidential basis as to any investments within the Trust's
investment policies that have been made by the Advisor or such other
Person for its own account.
    7.4  Limitation on Operating Expenses.  Except under unusual
circumstances, the Operating Expenses of the Trust for any fiscal
year shall not exceed the greater of (a) 2% of the Trust Assets for
that year or (b) 25% of the net income of the Trust, without
adjustment for depreciation or amortization.  The Advisory Agreement
shall specifically provide that in any year the Trust's Operating
Expenses exceed that limit and a majority of the Independent
Trustees do not find this increase justified, the Advisor may be
required at its option either to refund the excess to the Trust or
to have its fees reduced by that amount during the
next fiscal year.
     ARTICLE VIII
     INVESTMENT POLICY
   8.1  General Statement of Policy.  The general purpose of the
Trust is to seek income that qualifies under the REIT Provisions
of the Internal Revenue Code.  At such time as it is in the best
interest of the Shareholders to do so, the Trustees intend to make
investments in such a manner as to comply with the requirements of
the REIT Provisions of the Internal Revenue Code with respect to
the composition of the Trust's investments and the derivation of
its income; provided, however, that no Trustee, officer, employee,
agent, investment advisor, or independent contractor of the Trust
shall be liable for any act or omission resulting in the loss of
tax benefits under the Internal Revenue Code, except for that
arising from conduct determined to be deliberately fraudulent, a
knowing violation of law or willful misconduct; and provided,
further, that during the period of time that the Trust's portfolio
of equity investments is being developed, the Trust's Assets may
be invested in investments that generate income that does not
qualify under the REIT Provisions of the Internal Revenue Code.
     8.2  Restrictions.  The Trust shall not:
          (a)  invest in commodities or commodity futures
contracts, provided, however, that the Trust may make such
investments if it does so solely for hedging purposes.
          (b)  invest more than 10% of its total assets in
Unimproved Real Property or mortgage loans on Unimproved Real
Property;
       (c)  invest more than 1% of its assets in real estate
contracts of sale unless such real estate contracts of sale are
recordable in the chain of title;
          (d)  incur indebtedness such that the Trust's aggregate
secured and unsecured borrowings exceed 300% of the Net Asset
Value of the Trust in the absence of a showing that a higher level
of borrowing is appropriate and an approval by the Independent
Trustees of the borrowing in excess of that level;
          (e)  invest in junior mortgage loans unless, by
appraisal or other       method that the Independent Trustees
determine, (i)
the
capital
invested in such mortgage loan is adequately secured on the basis
of the equity of the borrower in the property underlying such
investment and the ability of the borrower to repay the mortgage
loan, or (ii) such mortgage loan is a financing device entered
into by the Trust to establish the priority of its capital
investment over the capital invested by others investing with the
Trust in a real estate project. The Trustees shall determine that
any such junior mortgage loan is not and may not be made
subordinate to a mortgage held by the Advisor, an affiliate of the
Advisor, or a Trustee of the Trust.
(f)  other than issuance to investors in connection with a
public offering of the Trust's Shares, issue options or warrants
to purchase Shares at exercise prices less than their fair market
value or for a noncash consideration that in the judgment of the
Independent Trustees has a market value less than the value of the
Shares on the date of grant of the options or warrants.
          (g)  issue "redeemable securities" as defined in
Section 2(a)(32) of the Investment Company Act of 1940;
          (h)  purchase any property if the total real estate
commissions paid by any Person with respect to the transaction
exceeds 6% of the Purchase Price;
        (I)  make investments in the form of joint ventures,
partnerships or other entities unless the Trust alone or the Trust
together with the Advisor, its Affiliates, or trusts, corporations,
partnerships or other entities controlled, advised, or managed by
the Advisor cumulatively have a controlling interest in any such
entity; or

          (j)  issue debt Securities to the public unless the
historical or substantiated future cash flow of the Trust,
excluding extraordinary items, is sufficient to cover the interest
on those Securities.

     Notwithstanding provisions to the contrary, the foregoing
limitations shall not limit the manner in which any required
investment by the Advisor or its Affiliates in the Trust is made,
preclude the Trust from structuring an investment in real property
to minimize Shareholder liability and facilitate the investment
policies of the Trust under Article VIII hereof, or prohibit the
Trust from entering into any plan of reorganization with any of its
Affiliates.

     ARTICLE IX

     LIABILITY OF TRUSTEES
     SHAREHOLDERS AND OFFICERS AND OTHER MATTERS

     9.1  Exculpation of Trustees, Officers and Others.  The
Trustees are required to perform their duties with respect to the
Trust's business in good faith, in a manner believed by the
Trustees to be in the best interests of the Trust, and with such
care, including reasonable inquiry, as an ordinary prudent Person
in a like position would use under similar circumstances.  A
Trustee who performs his duties in accordance with the foregoing
standards shall not be liable to any person for failure to
discharge his obligations as a Trustee. Notwithstanding the
additional responsibilities of Independent Trustees, an Independent
Trustee shall not have any greater liability than that of a Trustee
who is not an Independent Trustee.

     The Trust's officers, employees, and other agents are also
required to act in good faith, in a manner believed by them to be
in the best interests of the Trust, and with such care, including
reasonable inquiry, as an ordinary prudent person in a like
position would use under similar circumstances, in handling its
affairs.  An officer, employee, or other agent who performs his
duties in accordance with the foregoing standards shall not be
liable to any person for
failure to discharge his obligations as an officer, employee or
agent.
  9.2  Actions Involving Trustees, Officers or Employees.  The
Trust shall indemnify any person who was or is a party (other than
a party plaintiff suing on his own behalf or in the right of the
Trust), or who is threatened to be made such a party, to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
(including, but not limited to, an action by or in the right of the
Trust) by reason of the fact that he is or was a Trustee, officer
or employee of the Trust, or is or was serving at the request of
the Trust as a trustee, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgements, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding; provided, that no
such person shall be indemnified (a) except to the extent that the
aggregate of losses to be indemnified under the provisions of this
Article IX exceeds the amount of such losses for which the Trustee,
officer or employee is insured pursuant to any directors and
officers liability insurance policy maintained by the Trust; (b) in
respect to remuneration paid to such person if it shall be finally
adjudged that such remuneration was in violation of law; (c) on
account of any suit in which judgment is rendered against such
person for an accounting of profits made from the purchase or sale
by such person of securities of the Trust pursuant to the
provisions of Section 16(b) of the Securities Exchange Act of 1934
and amendments thereto or similar provisions of any federal, state
or local statutory law; (d) on account of such person's conduct
which is finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct; and (e) if it shall
be finally adjudged that such indemnification is not lawful.
     9.3  Actions Involving Agents.  The Trust may indemnify any
person who was or is a party (other than a party plaintiff suing on
his own behalf or in the right of the Trust), or who is threatened
to be made such a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative
or investigative (including, but not limited to, an action by or in
the right of the Trust) by reason of the fact that he is agent of
the Trust, or is or was serving at the request of the Trust as an
agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding, all to the full extent permitted by law and these
Bylaws, except that no indemnity shall be paid to any agent where
such indemnity would not be available to a trustee under the
standards contained in Section 9.2.  For all purposes relating to
the indemnification provisions of these Bylaws, the Advisor and its
employees shall be deemed agents of the Trust.
     9.4  Determination of Right to Indemnification in Certain
Instances.

          (a)  Any indemnification under Section 9.2 (unless
ordered by a court) shall be made by the Trust unless a
determination is reasonably and promptly made that indemnification
of the Trustee, officer or employee is not proper in the
circumstances because he has not satisfied the conditions set forth
in such Section 9.2.  Such determination shall be made (i) by the
Board by a majority vote of a quorum consisting of Trustees who
were not parties to such action, suit or proceeding, or (ii) if
such a quorum is not obtainable, or, even if obtainable, a quorum
of disinterested Trustees so directs, by independent legal counsel
in a written opinion, or (iii) by the shareholders; provided, that
no such determination shall preclude an action brought in an
appropriate court to challenge such determination.
          (b)  Any indemnification under Section 9.3 (unless
          ordered by
a court) shall be made by the Trust (i) if the agent seeking
indemnification has entered into an indemnification agreement with
the Trust, in accordance with the terms of that indemnity contract
and subject to the provisions of section 9.4(a) or (ii) if the
agent seeking indemnification has not entered into an
indemnification agreement, only as authorized in the specific case
upon a determination that indemnification of the agent is proper in
the circumstances because he has met the applicable standard of
conduct set forth in Section 9.2. Such determination shall be made
(i) by the Board by a majority vote of a quorum consisting of
Trustees who were not parties to such action, suit or proceeding,
or (ii) is such a quorum is not obtainable, or, even if obtainable,
a quorum of disinterested Trustees so directs, by independent legal
counsel in a written opinion, or (iii) by the shareholders.
  9.5  Advance Payment of Expenses.  Expenses incurred by defending
a civil or criminal action, suit or proceeding may be paid by the
Trust in advance of the final dispositions such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the
Trustee, officer, employee or agent to repay such amount if it
shall
ultimately be determined that he is not entitled to be indemnified
by the Trust as authorized in this Article.

     9.6  Successful Defense.  Notwithstanding any other provision
of this Article IX, to the extent that a Trustee, officer, employee
or agent of the Trust has been successful on the merits or
otherwise (including the dismissal of an action without prejudice
or the settlement of an action without admission of liability) in
defense of any action, suit or proceeding referred to in Section
9.2 or 9.3, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

    9.7  Not Exclusive Right.  The indemnification provided by this
Article IX shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any
statute, bylaw, agreement, vote of shareholders or disinterested
trustees or otherwise, both as to action in an official capacity
and as to action in another capacity while holding such office.
Without limiting the generality of the foregoing, in the event of
conflict between the provisions of this Article IX and the
provisions of any agreement adopted by the shareholders between the
Trust on the one hand, and any Trustee, officer, employee or agent
of the Trust on the one hand, and any Trustee, officer, employee or
agent of the Trust on the other, providing for indemnification, the
terms of such agreement shall prevail.  Any indemnification,
whether required under this Bylaw or permitted by state or
otherwise, shall continue as to a person who has ceased to be a
Trustee, officer or employee and shall inure to the benefit of the
heirs, executors and administrators of such person.

     9.8  Insurance.  The Board shall have the power to cause the
Trust to purchase and maintain insurance on behalf of any person
who is or was a Trustee, officer, employee or agent of the Trust,
or is or was serving at the request of the Trust as a trustee,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the
Trust would have the power to indemnify him against such liability
under the provisions of this Article.

   9.9  Subsidiaries of Trust.  For the purposes of this Article
IX, (a) any officer, Trustee, employee or agent of the Trust who
shall serve as an officer, trustee, employee or agent indirectly,
is or was a stockholder or creditor, or in which the Trust,
directly or indirectly, is or was a stockholder or creditor, or in
which the Trust is or was in any way interpreted, or (b) any
officer, trustee, employee or agent of any subsidiary corporation
venture, trust or other enterprise wholly
owned by the Trust, shall be deemed to be serving as such trustee,
officer, employee or agent at the request of the Trust, unless the
Board shall determined otherwise.  In all instances where any
person shall serve as a trustee, officer, employee or agent of
another corporation, joint venture, trust or other enterprises of
which the Trust is or was a stockholder or creditor, or in which it
is or was otherwise interested, if it is not otherwise established
that such person is or was serving as such trustee, officer,
employee or agent at the request of the Trust, the Board may
determine whether such service is or was at the request of the
Trust, and it shall not be necessary to show any actual or prior
request for such service.

     9.10  Contracts for Indemnification.  The Trust may from time
to time, and without further action by the stockholders of the
Trust after the adoption of this Article IX by the Bylaws of the
Trust by the stockholders, enter into contracts which provide
indemnity to its
trustees, Officers, employees and agents with respect to their
services to or at the request of the Trust, provided that each such
contract shall be consistent with, and provide for no
indemnification broader than, the indemnification authorized by
this Article IX.
    9.11  Right of Trustees, Officers and Others to Own Shares or
Other Property and to Engage in Other Business.  Any Trustee,
Affiliate, officer, employee or agent of the Trust may acquire, own
hold, and dispose of Shares for his individual account, and may
exercise all rights of a Shareholder to the same extent and in the
same manner as if he were not a Trustee, officer, employee or agent
of the Trust.  Any Trustee, Affiliate, officer, employee, or agent
of the Trust may have personal business interests and may engage in
personal business activities; these interests and activities may
include the acquisition, syndication, holding, management,
operation or disposition, for his own account or for the account of
others, of interests in Mortgages, interests in real
property (including, but not limited to, real property investments
presented to and rejected by the Trust or the Advisor), or
interests in Persons engaged in real estate business, including
Persons authorized as investments pursuant to Section 7.3 hereof.
Subject to the provisions of Article VIII, any Trustee, officer,
employee, or agent of the Trust may (i) be interested as trustee,
officer, director, stockholder, partner, member, advisor, or
employee of or otherwise have a direct or indirect interest in any
Person who may be engaged to render advice or services to the
Trust, and (ii) receive compensation from such Person as well as
compensation as Trustee, Affiliate, officer, or otherwise
hereunder. None of these activities shall be deemed to conflict
with his duties and powers as Trustee, officer, employee, or agent.
Any Trustee, Affiliate, officer, employee, or agent of the Trust
may engage with or for others in business activities of types
conducted by the Trust and shall not have any obligation to present
to the Trust any investment opportunities which come to them other
than in their capacities as trustees, officers, employees, or
agents, regardless of whether those opportunities are within the
Trust's investment policies. Notwithstanding the foregoing, each
Trustee shall disclose to the Trust any interest he has in any
investment opportunity presented to the Trust and any such interest
known by him to be held by any person of which he is an Affiliate.
     9.12  Transactions Between the Trust and Affiliated Persons.
In the absence of fraud, except as prohibited by these Bylaws, a
contract, act, or other transaction that is between the Trust and
any other Person or in which the Trust is otherwise interested
shall be valid even though (i) one or more Trustees or Trust
officers are directly or indirectly interested in or connected
with, or are trustees, partners, directors, officers or retired
officers of, such other Person, or (ii) one or more Trustees or
Trust officers, individually or jointly with others, are a party or
are parties to, directly or indirectly interested in, or otherwise
connected with, such contract, act, or transaction.  No Trustee or
officer shall be under any disability from
or have any liability as a result of entering into any such
contract, act, or transaction unless he is aware of the conflict or
relationship, provided that (a) such interest or connection is
disclosed or known to the Trustees and thereafter the Trustees
authorize such contract, act, or other transaction by vote
sufficient for such purpose by an affirmative vote of a majority of
the Trustees not so interested, (b) such interest or connection is
disclosed or known to the Shareholders, and thereafter such
contract, act, or transaction is approved by the Shareholders, or
(c) such contract, act or transaction is fair and reasonable to the
Trust at the time it is authorized by the Trustees or by the
Shareholders.
     The Trust shall not sell any asset to the Advisor, a Trustee,
or any affiliated Person, or any partnership in which any of the
foregoing may also be a general partner, and the Trust will not
purchase any asset from any such Person who acquired it for the
purpose of reselling it to the Trust unless that Person acquired it
for sale to the Trust upon completion of financing arrangements by
the Trust; provided, however, that nothing herein shall be deemed
to preclude the Trust from (i) participating in a joint venture
with any such Persons as otherwise permitted herein, (ii) accepting
from any such Person an assignment of a contract to purchase real
property and assuming the assignor's obligations under that
contract, (iii) purchasing real property from any such Person who
acquired the property with the intention of reselling it to the
Trust if it pays no more than the cost of that real property to
that Person, or (iv) contributing its real property or other assets
to an affiliate in the event the Trust determines to enter into a
reorganization with an affiliated or non-affiliated entity.
     Notwithstanding any other provisions of these Bylaws, the
     Trust may
engage in the following transactions: (a) the execution and
performance of the agreements and the making of investments
contemplated by Articles VII and VIII hereof, (b) transactions
involving (i) the purchase of Securities of the Trust by the
Advisory Company and its Affiliates in exchange for other
Securities upon the inception of the Trust to satisfy minimum
capital requirements of applicable state laws and regulations,
and (ii) the purchase of Securities of the Trust by the Advisory
Company and its Affiliates on the same terms on which those
Securities are then being offered to all holders of any class of
Securities of the Trust or to the public or on terms disclosed in
the offering materials for the initial public offering of the
shares, (c) loans between the Trust and the Advisory Company and
its Affiliates in accordance with Section 7.3 hereof, (d)
transactions with the Advisor or its Affiliates involving advances,
allocations of overhead and other operating expenses, acquisition
and investment advisory services, real estate brokerage services on
the purchase and sale of real property, real property management
and leasing services, the leasing of personal property, the
purchase of marketing data, or other services, provided such
transactions are on terms not less favorable to the Trust than the
terms on which unaffiliated parties are then making similar loans
or performing similar services for comparable entities in the same
area, (e) the purchase of insurance, or (f) joint ventures or other
investments permitted by Clause Ninth of Section 4.1 and Section
7.3 hereof; provided, however, that any transaction referred to in
clause (d) relating to payments to the Advisory Company and
Trustees for services rendered in a capacity other than as an
investment advisor or Trustee may only be made upon a determination
by the Trustees that (i) the compensation is fair and reasonable
and (ii) the compensation is not greater than the charges for
comparable services available from others who are competent and not
affiliated with the parties involved; and that any transaction
referred to in clause (d) may be entered into only after a
showing that such transaction is fair and reasonable to the
Shareholders and upon approval by affirmative vote of a majority of
the Trustees who are not (other than as Trustees) interested in or
Affiliates of any Person who is interested in the transaction; and,
provided, further, that for providing real estate brokerage
services, the Advisor or its Affiliates on the sale of Trust real
property may receive a real estate brokerage commission for sales of
Trust property to third parties which are handled by the Advisor or
such Affiliate. Such real estate brokerage commission may be paid by
the buyer of the property or by the Trust.  The acquisition or
disposition by the Trust and the Advisor or any of its Affiliates of
participation in any joint venture investment shall not be deemed to
constitute the purchase or sale of property by one of them to the
other. This Section 9.12 shall not prevent the payment to any Person
of commissions or fees for the socalled "private placement" of
securities with investors.
     9.13  Restriction of Duties and Liabilities.  The duties and
liabilities of Shareholders, Trustees, and Trust officers shall in
no
event be greater than the duties and liabilities of shareholders,
directors, and officers of any other Missouri corporation.  The
Shareholders, Trustees, and Trust officers shall in no event have
any greater duties or liabilities than those imposed by applicable
law.
   9.14  Persons Dealing with Trustees or Officers.  As to any
Persons dealing in good faith with Trustees or Trust officers, any
act of the Trustees or officers purporting to be done in their
capacity as such shall be conclusively deemed to be within the
purposes of the Trust and within the powers of the Trustees and
officers.
   The Trustees may authorize any officer or officers or agent or
agents to enter into any contract or execute any instrument in the
name and on behalf of the Trust and/or Trustees.
  No Person dealing in good faith with the Trustees or any of them
or with the authorized officers, employees, agents, or
representatives of the Trust shall be bound to see to the
application of any funds or property passing into their hands or
control.  The receipt by the Trustees or any of them or by
authorized officers, employees, agents, or representatives of the
Trust of moneys or other consideration shall be binding upon the
Trust.

    9.1  Reliance.  The Trustees and Trust officers may consult with
counsel and the advice or opinion of such counsel shall be full and
complete personal protection to all of the Trustees and officers in
respect to any action taken or suffered by them in good faith and in
reliance on and in accordance with such advice or opinion.  In
discharging their duties, Trustees and Trust officers, when acting
in good faith, may rely upon financial statements of the Trust
represented to them to be correct by the Chairman or the officer of
the Trust having charge of its books of account or stated in a
written report by an independent certified public accountant fairly
to present the financial position of the Trust.  The Trustees may
rely, and shall be personally protected in acting, on any instrument
or other document believed by them to be genuine.

      9.1  Income Tax Status.  Anything to the contrary herein
notwithstanding and without limitation of any rights of
indemnification or non-liability of the Trustees herein, the
Trustees by these Bylaws make no commitment or representation that
the Trust will qualify for the dividends paid deduction permitted by
the Internal Revenue Code, and the rules and regulations thereunder
pertaining to real estate investment trusts shall not render the
Trustees liable to the Shareholders or to any other person or in any
manner operate to annul the Trust.
     ARTICLE X
     MISCELLANEOUS
      10.1  Inspection of Bylaws.  The Trust shall keep at its
principal office the original or a copy of the Bylaws and any
amendments thereto certified by the Trust's Secretary.  Those Bylaws
shall be open to inspection by Shareholders at all reasonable times
during office hours.
     10.2  Inspection of Corporate Records.  The accounting books
and records and the minutes of proceedings of the Shareholders and
the Board and committees thereof shall be open to inspection upon
the written demand on the Trust by any Shareholder or holder of a
voting trust certificate during usual business hours, for a purpose
reasonably related to such holder's interests as a Shareholder or as
the holder of such voting trust certificate.  This right of
inspection shall not apply to any information confidential to the
Trust or where such inspection might otherwise result in a violation
of applicable federal or state law.
   10.3  Checks, Drafts, Etc.  All checks, drafts, or other orders
for payment of money, notes, or other evidences of indebtedness that
are issued in the name of or payable to the Trust shall be signed or
endorsed by such person or persons and in such manner as determined
by resolution of the Board of Trustees.
     10.4  Execution of Contracts, Etc.  Except as otherwise
provided
herein, the Board of Trustees may authorize any officer or officers
or agent or agents to enter into any contract or execute any
instrument in the name of and on behalf of the Trust.  This
authority may be general or confined to specific instances.  Unless
so authorized by the Board of Trustees, no officer, agent or
employee shall have any power or authority to bind the Trust by any
contract or engagement or to pledge its credit to render it liable
for any purpose or to any amount.
    10.5  Representation of Shares of Other Corporations.  The
Chairman or
the President (or, in the event of his absence or inability to
serve, any Vice President) and the Secretary or Assistant Secretary
of the Trust are authorized to vote, represent, and exercise on
behalf of the Trust all rights incidental to any and all interests
of any other entity standing in the name of the Trust.  The
authority herein granted to said officers to vote or represent on
behalf of the Trust any and all such interests held by the Trust
may be exercised either by such officers in person or
by any person authorized to do so by proxy or power of attorney
duly executed by said officers.
     10.6  Annual Report.  Not later than 150 days after the close
of the fiscal or calendar year, or such later date as the Board of
Trustees shall approve, the Board of Trustees of the Trust shall
cause to be sent to the Shareholders, an Annual Report in such form
as may be deemed appropriate by the Board of Trustees, including
without limitation, any explanation of excess borrowing and excess
expenses as set forth in Sections    4.1 and 7.4. These reports
shall also disclose the aggregate
amount of the advisory fees and other fees paid during the year to
the Advisor and its   Affiliates. The Annual Report shall include a
statement of assets and liabilities and a statement of income and
expense of the Trust, along with a statement of changes in
Shareholder equity.  These financial statements shall be
accompanied by the report of an independent certified public
accountant thereon. A manually signed copy of the accountant's
report shall be filed with the Trustees.

 10.7  Quarterly Reports.  At least quarterly, the Trustees shall
send
interim reports to the Shareholders having such form and content as
the Trustees deem proper.  If the Independent Trustees approve
Trust borrowings in excess of the level set forth in Section
8.2(d), that fact shall be disclosed to the Shareholders in the
next quarterly report along with the justification for that excess.

     10.8  Other Reports.  The Trustees shall furnish the
Shareholders at least annually with a statement in writing advising
of dividends paid or distributions made by the Trust.  A statement
shall be sent to the Shareholders not later than sixty (60) days
after the close of the fiscal year in which the dividends or
distributions were made.  Within sixty (60) days after the end of
any fiscal quarter for which operating expenses for the twelve (12)
months then ended exceed the greater of (a) 2% of Trust Assets or
(b) 25% of the net income of the Trust, there shall be sent to
Shareholders written disclosure of such fact together
with an explanation of the factors the Independent Trustees
considered in arriving at the conclusion that such higher operating
expenses were justified.  Any such finding and the reasons in
support thereof shall be reflected in the minutes of the meeting of
the Trustees.
 10.9  Provisions of the Trust in Conflict with Law or Regulation.
          (a)  The provisions of these Bylaws are severable, and if
the Trustees shall determine, with the advice of counsel, that any
one or more of such provisions (the "Conflicting Provisions") are
either (i) in conflict with the REIT Provisions of the Internal
Revenue Code, or with other applicable laws and regulations, or
(ii)
place the Trust in jeopardy of having its assets treated as "plan
assets" under ERISA, the Conflicting Provisions shall be deemed
never to have constituted a part of these Bylaws; provided,
however, that such determination by the Trustees shall not affect
or impair any of the remaining provisions of these Bylaws or render
invalid or improper any action taken or omitted (including but not
limited to the election of Trustees) prior to such determination.
A certification in recordable form signed by a majority of the
Trustees setting forth any such determination and reciting that it
was duly adopted by the Trustees, or a copy of these Bylaws, with
the Conflicting Provisions removed pursuant to such determination,
in recordable form, signed by a majority of the Trustees, shall be
conclusive evidence of such determination when lodged in the
records of the Trust.  The Trustees shall not be liable for failure
to make any determination under this Section 10.9. Nothing in this
Section 10.9 shall in any way limit or affect the right of the
Trustees to amend these Bylaws as provided in Section 11.2.
          (b)  If any provisions of these Bylaws shall be held
invalid or unenforceable, that invalidity or unenforceability shall
attach only to those provisions and shall not in any manner affect
or render invalid or unenforceable any other provision of these
Bylaws, and these Bylaws shall be carried out as if any the invalid
or unenforceable provisions were not
contained herein.
     ARTICLE XI
     AMENDMENTS TO BYLAWS
     11.1  Power of Shareholders.  Except as set forth elsewhere in
these Bylaws, new Bylaws may be adopted or these Bylaws may be
amended or repealed by (i) the vote of a majority of the Trustees
or (ii) the vote of the Shareholders entitled to exercises majority
of the voting power of the Trust or by the written consent of all
of the Shareholders; provided, however, that no amendment that
would change any rights with respect to any outstanding securities
of the Trust by reducing the amount payable thereon upon the
Trust's liquidation of the Trust or by diminishing or eliminating
any voting rights pertaining thereto may be made unless approved by
the vote of Shareholders holding two-thirds of the voting power of
those securities.
     11.2  Power of Trustees.  The Trustees shall have the power to
alter, amend, or repeal a Bylaw or the Bylaws by the vote of a
majority of the Trustees given at any regular or special meeting of
the Board of Trustees called for said purpose; provided, however,
that except as otherwise expressly provided herein, the Trustees
shall not have the power to amend the following provisions thereof
without approval of a vote of the majority of the shareholders
present either in person or by proxy at a duly authorized meeting
of the shareholders:  1.3, 4.2, 4.3, 4.16, 7.2, 7.3, 7.4, 9.2, 9.3,
9.4, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 9.11, 9.12, 11.1 and
11.2; and provided, further, that any action taken by the Trustees
under this Section 11.2 without the concurrence of shareholders
under Section  11.1 may only be taken with the affirmative approval
of a
majority of the Independent Trustees.
     11.3  Amendments with Respect to ERISA.  Notwithstanding any
other provision of these Bylaws, the Trustees shall have the power
to amend any portion of these Bylaws by the vote of a majority of
the Trustees called for that purpose if in the opinion of the
Trustees that amendment is necessary to avoid the Trust's assets
being treated as "plan assets" under ERISA.

     CERTIFICATE OF SECRETARY
     OF
     MERIDIAN POINT REALTY TRUST VIII CO.

     I, the undersigned, do hereby certify:

 1.  That I am the Secretary of Meridian Point Realty Trust VIII
Co., a Missouri corporation; and

   2.  That the foregoing Amended and Restated Bylaws represent
the Bylaws duly adopted by the Board of Trustees of the Trust on
September 13, 1996.

Dated:  October 7, 1996         Denis F. Shanagher, Secretary