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):  March 28, 1996
                                     
                      TIS MORTGAGE INVESTMENT COMPANY
__________________________________________________________________________
          (Exact name of registrant as specified in its charter)



       Maryland                  1-10004                94-3067889
  __________________       ___________________     _____________________
    (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) 393-8000
__________________________________________________________________________
           (Registrant's telephone number, including area code)
<PAGE>
                      TIS MORTGAGE INVESTMENT COMPANY
                                     

Item 5.   Other Events.

     On March 28, 1996, the Board of Directors of the Company approved
amendments to the By-Laws of the Company (the "Amendments") to (i) provide
for advance notice of the nomination of directors and proposal of business
to be considered at annual meetings of stockholders (ii) to clarify the
supermajority provisions contained in Section 6.1 of the By-Laws of the
Company, and (iii) to allow the Company's annual meeting of stockholders to
be held in May.  The Company also announced today that the 1996 Annual
Meeting of Stockholders will be held on May 13, 1996, at 4:00 p.m., Pacific
time, at The Holiday Inn, 750 Kearny Street, San Francisco, California.  A
copy of the Amended and  Restated By-Laws of the Company is set forth as
Exhibit 3.1, and a copy of a press release announcing the amendment of the
By-Laws and the time and place of the Annual Meeting is set forth as
Exhibit 99.1.
     
Advance Notice Requirements.  The Amendments include the adoption of new
Sections 1.9 and 1.10 to Article I of the By-Laws of the Company, which
Sections set forth a new procedure to be followed by stockholders of the
Company to nominate directors for election or to propose business to be
considered at annual meetings of stockholders.  The new procedures take
effect immediately and require a stockholder to deliver timely written
notice to the Secretary of the Company setting forth certain detailed
information regarding such stockholder and the person such stockholder
proposes to nominate for election as a director or the business such
stockholder is proposing for consideration at an annual meeting as set
forth in the text of Sections 1.9 and 1.10.  To be timely, such written
notice to the Secretary must be delivered to or mailed and received at the
principal executive offices of the Company not less than 60 days nor more
than 90 days prior to the meeting, provided that in the event less than 70
days' notice or public disclosure of the date of the meeting is given or
made to stockholders, notice from the stockholder will be timely if
received by the Company not later than the close of business on the 10th
day after such notice of the meeting date was mailed to stockholders or
such public disclosure was made, whichever first occurs.

     Sections 1.9 and 1.10, and the procedures required therein, are in
effect for the 1996 Annual Meeting of Stockholders of TIS Mortgage
Investment Company to be held on May 13, 1996, and will be in effect for
subsequent meetings of stockholders.  Accordingly, any stockholder desiring
to nominate directors or propose business to be considered at the 1996
Annual Meeting must deliver written notice, in a form complying with the By-
Laws of the Company, that is received by the Company no later than the
close of business on April 19, 1996.   Nominations and business not made in
accordance with the Amended and Restated By-Laws need not be considered at
the annual meeting.
<PAGE>
Other Amendments.  The Amendments included amendment of Section 6.1 of
Article VI of the By-Laws, which Section was amended to clarify that the
supermajority voting provisions of Section 6.1 of the By-Laws of the
Company apply to Section 6.1 itself.  Section 1.1 of Article I of the By-
Laws was amended to permit annual stockholder meetings to be held in the
month of May.
     
     (a)  Exhibits required by Item 601 of Regulation S-K:

Exhibit                             
  No.                    Description of Exhibits
- -------                  -----------------------
  3.1   Amended and Restated By-Laws
 99.1   Press Release dated April 5, 1996



                                     
                                 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.
     
     
                                            TIS MORTGAGE INVESTMENT COMPANY
                                                                           
                                                                           
Dated:  April 5, 1996         By:  /s/ John E. Castello
                                 --------------------------------------
                                  JOHN E. CASTELLO, Executive Vice
                                  President and Chief Financial Officer
<PAGE>
                               EXHIBIT INDEX
                                     
                                     

Exhibit                                                           
  No.                           Item                          Page No.
- -------                        ------                         --------
  3.1     Amended and Restated By-Laws                            5
  99.1    Press Release dated April 5, 1996                       

<PAGE>
                       AMENDED AND RESTATED BY-LAWS
     
                                    OF
     
                      TIS MORTGAGE INVESTMENT COMPANY
     
     
                          ARTICLE I: Stockholders
     
     SECTION 1.1.  Annual Meetings.  The annual meeting of the stockholders
of the Corporation shall be held on such date within the month of May and
at such place, within or without the State of Maryland, as may be
determined by the Board of Directors and as shall be designated in the
notice of said meeting, for the purpose of electing directors and for the
transaction of such other business as may properly be brought before the
meeting.
     
     SECTION 1.2.  Special Meetings.  Special meetings of the stockholders
for any purpose or purposes, unless otherwise prescribed by statute or by
the Articles of Incorporation, may be held at any place, within or without
the State of Maryland, and may be called at any time by the Board of
Directors or by the President, and shall be called at the request in
writing of stockholders. entitled to cast at least twenty-five (25) percent
of all the votes entitled to be cast at such meeting.  Such request shall
state the purpose or purposes of the proposed meeting and the matters
proposed to be acted on at it; provided, however, that unless requested by
stockholders entitled to cast a majority of all the votes entitled to be
cast at the meeting, a special meeting need not be called to consider any
matter which is substantially the same as a matter voted on at any meeting
of the stockholders held during the preceding twelve (12) months.  The
Secretary shall inform such stockholders of the estimated costs of
preparing and mailing the notice of the meeting and on payment of these
costs to the Corporation shall notify each stockholder entitled to notice
of the meeting.
     
     SECTION 1.3.  Notice of Meetings.  Written or printed notice of the
time and place of every meeting, and of the purpose of any special meeting,
of the stockholders shall be given by the Secretary of the Corporation to
each stockholder of record entitled to vote at the meeting and each other
stockholder entitled to notice of the meeting, by placing such notice in
the mail at least ten (10) days, but not more than ninety (90) days, and in
any event within the period prescribed by law, prior to the date named for
the meeting addressed to each stockholder at his address appearing on the
books of the Corporation or supplied by him to the Corporation for the
purposes of notice.  The notice of every meeting of stockholders may be
accompanied by a form of proxy approved by the Board of Directors in favor
of such actions or persons as the Board of Directors may select.
     
     SECTION 1.4.  Record Date.  The Board of Directors may fix a date not
more than ninety (90) days preceding the date of any meeting of
stockholders, or the date fixed for the payment of any dividend, or the
date of the allotment of rights, as a record date for the determination of
stockholders entitled to notice of, or to vote at, any such meeting (or any
adjournment thereof) or entitled to receive payment of any dividend, or to
receive such allotment of rights.  In such case, only stockholders of
record at the time so fixed shall be entitled to vote, to receive notice,
or receive dividends or rights, notwithstanding any subsequent transfer on
the books of the Corporation.  The Board of Directors shall not close the
books of the Corporation against transfers of shares during the whole or
any part of such period.  In the case of a meeting of stockholders, the
record date shall be fixed not less than ten (10) days prior to the date of
the meeting.
     
     SECTION 1.5.  Quorum and Stockholder Action.  Except as otherwise
provided by statute or by the Articles of Incorporation, the presence in
person or by proxy of stockholders of the Corporation entitled to cast at
least a majority of all the votes entitled to be cast at the meeting shall
constitute a quorum and a majority of all the votes cast at a meeting at
which a quorum is present shall be sufficient to approve any matter which
properly comes before the meeting; provided, however, that a plurality of
all the votes cast at a meeting at which a quorum is present shall be
sufficient to elect a director.  In the absence of a quorum, the
stockholders present in person or by proxy, by majority vote and without
notice other than by announcement at the meeting, may adjourn the meeting
from time to time as provided in Section 1.7 of this Article I until a
quorum shall attend.
     
     SECTION 1.6.  Organization.  At every meeting of the stockholders, the
Chairman of the Board, if one has been selected and is present or, if not,
the President, or in the absence of the Chairman of the Board and the
President, a Vice-President, or in the absence of the Chairman of the
Board, the President and all the Vice-Presidents, a chairman chosen by the
Board of Directors of the Corporation or, in the absence of the Chairman,
the President, all the Vice-Presidents and a chairman chosen by the Board
of Directors, a chairman chosen by the stockholders, shall act as chairman;
and the Secretary, or in his absence, an Assistant Secretary, or in the
absence of the Secretary and all the Assistant Secretaries, a person
appointed by the chairman, shall act as secretary of the meeting.
     
     SECTION 1.7.  Adjournment.  Any meeting of the stockholders may be
adjourned from time to time, without notice other than by announcement at
the meeting at which such adjournment is taken, and at any such adjourned
meeting at which a quorum shall be present any action may be taken that
could have been taken at the meeting originally called; provided, that the
meeting may not be adjourned to a date more than the number of days after
the original record date for the meeting permitted by law, and if after the
adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the adjourned meeting.
     
     SECTION 1.8.  Beneficial Owners.  The Board of Directors may adopt by
resolution a procedure by which a stockholder of the Corporation may
certify in writing to the Corporation that any shares of stock registered
in the name of the stockholder are held for the account of a specified
person other than the stockholder.
     
     SECTION 1.9.  Advance Notice Requirements for Nomination of Directors.
Only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors of the Corporation, except as
may be otherwise provided in the Articles of Incorporation of the
Corporation with respect to the rights of any holders of preferred stock of
the Corporation to nominate and elect a specified number of directors in
certain circumstances.  Nominations of persons for election to the Board of
Directors may be made at any annual meeting of stockholders (a) by or at
the direction of the Board of Directors (or any duly authorized committee
thereof) or (b) by any stockholder of the Corporation (i) who is a
stockholder of record on the date of the giving of the notice provided for
in this Section 1.9 and on the record date for the determination of
stockholders entitled to vote at such annual meeting and (ii) who complies
with the notice procedures set forth in this Section 1.9.
     
     In addition to any other applicable requirements, for a nomination to
be made by a stockholder, such stockholder must have given timely notice
thereof in proper written form to the Secretary of the Corporation.
     
     To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of
the Corporation not less than sixty (60) days nor more than ninety
(90) days prior to the date of the annual meeting; provided, however, that
in the event that less than seventy (70) days' notice or prior public
disclosure of the date of the annual meeting is given or made to
stockholders, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the annual meeting
was mailed or such public disclosure of the date of the annual meeting was
made, whichever first occurs.
     
     To be in proper written form, a stockholder's notice to the Secretary
must set forth (a) as to each person whom the stockholder proposes to
nominate for election as a director (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or
employment of the person, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of record
by the person and (iv) any other information relating to the person that
would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder; and (b) as to the stockholder giving the notice
(i) the name and record address of such stockholder, (ii) the class or
series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder, (iii) a description of
all arrangements or understandings between such stockholder and each
proposed nominee and any other person or persons (including their names)
pursuant to which the nomination(s) are to be made by such stockholder,
(iv) a representation that such stockholder intends to appear in person or
by proxy at the annual meeting to nominate the persons named in its notice
and (v) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings required to
be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder.  Such notice must be accompanied by a
written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.
     
     No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in
this Section.  If the chairman of the annual meeting determines that a
nomination was not made in accordance with the foregoing procedures, the
chairman shall declare to the meeting that the nomination was defective and
such defective nomination shall be disregarded.
     
     SECTION 1.10.  Advance Notice Requirements for Proposal of Business.
No business may be transacted at an annual meeting of stockholders, other
than business that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors
(or any duly authorized committee thereof), (b) otherwise properly brought
before the annual meeting by or at the direction of the Board of Directors
(or any duly authorized committee thereof) or (c) otherwise properly
brought before the annual meeting by any stockholder of the Corporation (i)
who is a stockholder of record on the date of the giving of the notice
provided for in this Section 1.10 and on the record date for the
determination of stockholders entitled to vote at such annual meeting and
(ii) who complies with the notice procedures set forth in this Section
1.10.
     
     In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to
the Secretary of the Corporation.
     
     To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of
the Corporation not less than sixty (60) days nor more than ninety (90)
days prior to the date of the annual meeting; provided, however, that in
the event that less than seventy (70) days' notice or prior public
disclosure of the date of the annual meeting is given or made to
stockholders, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the annual meeting
was mailed or such public disclosure of the date of the annual meeting was
made, whichever first occurs.
     
     To be in proper written form, a stockholder's notice to the Secretary
must set forth as to each matter such stockholder proposes to bring before
the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record address of such
stockholder, (iii) the class or series and number of shares of capital
stock of the Corporation which are owned beneficially or of record by such
stockholder, (iv) a description of all arrangements or understandings
between such stockholder and any other person or persons (including their
names) in connection with the proposal of such business by such stockholder
and any material interest of such stockholder in such business and (v) a
representation that such stockholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting.
     
     No business shall be conducted at the annual meeting of stockholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 1.10; provided, however, that, once
business has been properly brought before the annual meeting in accordance
with such procedures, nothing in this Section 1.10 shall be deemed to
preclude discussion by any stockholder of any such business.  If the
chairman of an annual meeting determines that business was not properly
brought before the annual meeting in accordance with the foregoing
procedures, the chairman shall declare to the meeting that the business was
not properly brought before the meeting and such business shall not be
transacted.
     
     
                      ARTICLE II:  Board of Directors
     
     SECTION 2.1.  Election and Term of Office.  The number of directors
shall be fixed from time to time by resolution adopted by a majority of the
entire Board of Directors; provided, however, that the number of directors
shall in no event be less than three (3) unless there are fewer than three
stockholders nor more than twelve (12).  The business, affairs and property
of the Corporation shall be managed by or under the direction of the Board
of Directors, which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute, the Articles of
Incorporation or these By-Laws required to be exercised or done by the
stockholders.  As soon as the Corporation shall first have three directors,
the Board of Directors shall be divided into three classes: class I, class
II and class III.  The terms of office of the classes of directors shall
expire at the times of the annual meetings of the stockholders as follows -
- - class I in 1989, class II in 1990 and class III in 1991 -- or thereafter
in each case when their respective successors are elected and qualified.
At each annual election, the directors chosen to succeed those whose terms
are expiring shall be identified as being of the same class as the
directors whom they succeed, and shall be elected for a term expiring at
the time of the third succeeding annual meeting of stockholders, or
thereafter in each case when their respective successors are elected and
qualified.  The number of directorships shall be apportioned among the
classes so as to maintain the classes as nearly equal in number as
possible.
     
     SECTION 2.2.  Unaffiliated Directors.  During such time as the
Corporation qualifies or seeks to qualify as a real estate investment
trust, except in the case of a vacancy, a majority of the Board of
Directors shall be composed of persons who (i) are not Affiliates (as
hereinafter defined) of any person or entity, if any, that is responsible
for directing and performing the day-to-day business affairs of the
Corporation (the "Manager") or of any person which is an Affiliate of the
Manager, and (ii) are not employed by, or receiving any compensation
(except for serving as a director) from, the Corporation ("Unaffiliated
Directors").  "Affiliate" means, when used with reference to a specified
person, (i) any person that directly or indirectly controls or is
controlled by or is under common control with the specified person, (ii)
any person that is an officer, director or employee of, partner in or
trustee of, or serves in a similar capacity with respect to, the specified
person or of which the specified person is an officer, director or employee
of, partner in or trustee of, or with respect to which the specified person
serves in a similar capacity, (iii) any person that, directly or
indirectly, is the beneficial owner of 5% or more of any class of equity
securities issued by the specified person, or any person 5% or more of
whose equity securities are, directly or indirectly, beneficially owned by
such other person, and (iv) any person that has a material business or
professional relationship with the specified person; provided, however,
that a person shall not be deemed to be an Affiliate of the Manager or of
any person which is an Affiliate of the Manager solely by reason of serving
as a director of one or more investment companies of which the Manager or
an Affiliate of the Manager serves as investment advisor or in any other
capacity.  "Person" includes a natural person, corporation, partnership,
trust company or other entity for purposes of this definition.
     
     SECTION 2.3.  Regular Meetings.  Regular meetings of the Board of
Directors may be held without notice on such dates as the Board may from
time to time determine.
     
     SECTION 2.4.  Special Meetings.  Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board, the
President or by a majority of the directors either in writing or by vote at
a meeting.
     
     SECTION 2.5.  Notice of Special Meetings.  Notice of the place, day
and hour of every special meeting shall be delivered personally to each
director or telegraphed or cabled at least one (1) day before the meeting
or mailed at least two (2) days before the meeting to his address on the
books of the Corporation.  It shall not be requisite to the validity of any
meeting of the Board of Directors that notice thereof shall have been given
to any director who is present thereat, or, if absent, waives notice
thereof in writing filed with the records of the meeting either before or
after the holding thereof.
     
     SECTION 2.6.  Place of Meetings.  The Board of Directors may hold its
regular and special meetings at such place or places within or without the
State of Maryland as the Board may from time to time determine.
     
     SECTION 2.7.  Quorum and Board Action.  Except as otherwise provided
by statute or by the Articles of Incorporation: (a) one-third (1/3) of the
entire Board of Directors, but in no case less than two (2) directors,
unless there is only one (1) director, shall be necessary to constitute a
quorum for the transaction of business at each meeting of the Board;
provided, however, that a majority of the directors who constitute any
quorum shall be composed of Unaffiliated Directors; (b) the action of a
majority of the directors present at a meeting at which a quorum is present
shall be the action of the Board; and (c) if at any meeting there be less
than a quorum present, a majority of those directors present may adjourn
the meeting from time to time, but not for a period greater than thirty
(30) days at any one time, without notice other than by announcement at the
meeting until a quorum shall attend.  At any such adjourned meeting at
which a quorum shall be present, any business may be transacted which might
have been transacted at the meeting as originally scheduled.
     
     SECTION 2.8.  Action without Meeting.  Any action required or
permitted to be taken at a meeting of the Board of Directors or a committee
of the Board may be taken without a meeting if an unanimous consent which
sets forth the action is signed by each member of the Board or committee
and is filed with the minutes of proceedings of the Board or committee.
     
     SECTION 2.9.  Organization.  Every meeting of the Board of Directors
shall be presided over by the Chairman of the Board, if one has been
selected and is present, and, if not, the President, or in the absence of
the Chairman of the Board and the President, a Vice-President, or in the
absence of the Chairman of the Board, the President, and all the Vice-
Presidents, a chairman chosen by a majority of the directors present.  The
Secretary, or in his absence, an Assistant Secretary, or in the absence of
the Secretary and all the Assistant Secretaries, a person appointed by the
chairman, shall act as secretary.
     
     SECTION 2.10.  Vacancies.  Any vacancy on the Board of Directors
occurring by reason of an increase in the number of directors may be filled
by a majority of the entire Board of Directors, including a majority of the
Unaffiliated Directors.  Any vacancy on the Board of Directors occurring
for any other cause may be filled by a majority of the remaining members of
the Board of Directors, whether or not these members constitute a quorum
under Section 2.7 of this Article II; provided, however, that the remaining
Unaffiliated Directors shall nominate replacements for vacancies among the
unaffiliated Directors, which replacements must be elected by a majority of
the Board of Directors, including a majority of the Unaffiliated Directors.
Any director so chosen to fill a vacancy shall hold office until the next
annual meeting of stockholders and until his or her successor shall have
been duly elected and qualified.
     
     SECTION 2.11.  Resignations.  Any director may resign at any time by
giving written notice to the Board of Directors, the President or the
Secretary.  Any such resignation shall take effect at the time of the
receipt of such notice or at any later time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
     
     SECTION 2.12.  Committees.  The Board of Directors may appoint from
among its members an executive and other committees of the Board composed
of two (2) or more directors.  A majority of the members of any committee
so appointed shall be composed of persons who are Unaffiliated Directors.
To the extent permitted by law, the Board of Directors may delegate to any
such committee or committees any of the powers of the Board of Directors in
the management of the business, affairs and property of the Corporation.
Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of
Directors.  Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.  The members of a
committee present at any meeting, whether or not they constitute a quorum,
may appoint a director to act in the place of an absent member, as long as
the composition of the committee after such appointment complies with the
second sentence of this Section 2.12.
     
     SECTION 2.13.  Telephone Conference.  Members of the Board of
Directors or any committee thereof may participate in a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time and participation by such
means shall constitute presence in person at the meeting.
     
     SECTION 2.14.  Compensation of Directors.  Any director, whether or
not he or she is a salaried officer, employee, or agent of the Corporation,
may be compensated for his or her services as director or as a member of a
committee, or as Chairman of the Board or chairman of a committee, and in
addition may be reimbursed for transportation and other expenses, all in
such manner and amounts as the directors may from time to time determine.
     
     SECTION 2.15.  Investments and Limitation of Indebtedness.
     
          (a)  Investments.  The Board of Directors, including a majority
of the Unaffiliated Directors, shall (a) adopt and amend from time to time
guidelines (the "Guidelines"), which shall contain criteria and parameters
pursuant to which the investment policies, borrowings and operations of the
Corporation and transactions in which the Manager or Affiliates of the
Manager have an interest shall be implemented, (b) review the investment
policies of the Corporation and the Guidelines at least annually to
determine that they continue to be in the best interests of the
stockholders of the Corporation, and (c) approve any deviations from the
Guidelines on a case-by-case basis consistent with the continued
qualification of the Corporation as a real estate investment trust.
     
          (b)  Limitation of Indebtedness.  The Corporation shall not incur
indebtedness if, after giving effect to the incurrence thereof, aggregate
indebtedness (other than indebtedness represented by Structured Securities
and any other loans between the Corporation and its trusts or
subsidiaries), secured and unsecured, would exceed 300% of the
Corporation's Average Invested Assets in the preceding calendar quarter, as
calculated in accordance with generally accepted accounting principles,
unless approved by a majority of the directors who are not Affiliates of
the Manager or of any person who is an Affiliate of the Manager.  The term
"Average Invested Assets" for any quarter means the average of the
aggregate book value of the consolidated assets of the Corporation and its
trusts and subsidiaries, before reserves for depreciation and bad debts and
other similar noncash reserves, less the book value of the issued and
outstanding Structured Securities secured by Mortgage Instruments of the
Corporation, its trusts and subsidiaries, computed by taking the average of
such values at the end of each month during such quarter.
     
     SECTION 2.16.  Management Arrangements.
     
          (a)  The Board of Directors may delegate the duty of management
of the assets and the administration of the Corporation's day-to-day
operations to a Manager pursuant to a written contract or contracts, or any
renewal thereof, which have obtained the requisite approval of the Board of
Directors, including a majority of the Unaffiliated Directors.
     
          (b)  Each contract for the services of the Manager entered into
by the Board of Directors shall have a term, except for the initial term
commencing on the date of the closing of the Corporation's initial public
offering, of no more than one year, but may be renewed annually at or prior
to the expiration of the contract.  Each contract shall be terminable
without cause by a majority of the Unaffiliated Directors or the Manager
upon sixty days, written notice-
     
          (c)  The Unaffiliated Directors shall determine at least annually
that the compensation that the Corporation contracts to pay the Manager is
reasonable in relation to the nature and quality of the services performed,
and also shall supervise the performance of the Manager and the
compensation paid to the manager by the Corporation to determine that the
provisions of such contract are being carried out.
          
          (d)  Unless consistent with the Guidelines, all transactions
involving the Corporation in which the Manager has an interest must be
approved by a majority of the Unaffiliated Directors.
     
     
                          ARTICLE III:  Officers
     
     SECTION 3.1.  Number.  The officers of the Corporation shall be a
President, a Secretary, and a Treasurer, and may include a Chairman of the
Board, one or more Vice-Presidents, one or more Assistant Secretaries, one
or more Assistant Treasurers, and such other officers as the Board of
Directors may from time to time determine.  Any officer may hold more than
one office in the Corporation, except that an officer may not serve
concurrently as both the President and a Vice-President.
     
     SECTION 3.2.  Election and Term of Office.  The officers of the
Corporation shall be elected by the Board of Directors and, subject to
earlier termination of office, each officer shall hold office for one year
and until his successor shall have been elected and qualified.
     
     SECTION 3.3.  Resignations.  Any officer may resign at any time by
giving written notice to the Board of Directors or to the President or the
Secretary of the Corporation.  Any such resignation shall take effect at
the date of the receipt of such notice or at any later time specified
therein, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
     
     SECTION 3.4.  Removal.  If the Board of Directors in its judgment
finds that the best interests of the Corporation will be served, the Board
may remove any officer of the Corporation at any time.
     
     SECTION 3.5.  Chairman of the Board.  The Chairman of the Board, if
one is elected, shall preside over the meetings of the Board of Directors
and of the stockholders at which he or she is present, and shall have such
other powers and duties as from time to time may be conferred upon or
assigned to him or her by the Board.
     
     SECTION 3.6.  President.  The President shall be the chief executive
officer of the Corporation and shall have general supervision over the
business and operations of the Corporation, subject, however, to the
control of the Board of Directors.  He or she, or such persons as he or she
shall designate, shall sign, execute, acknowledge, verify, deliver and
accept, in the name of the Corporation, deeds, mortgages, bonds, contracts
and other instruments authorized by the Board of Directors, except in the
case where the signing, execution, acknowledgment, verification, delivery
or acceptance thereof shall be delegated by the Board to some other officer
or agent of the Corporation, and shall have such other powers and duties as
from time to time may be conferred upon or assigned to him or her by the
Board.
     
     SECTION 3.7.  The Vice-Presidents.  In the absence or disability of
the President, or when so directed by the President, any Vice-President
designated by the Board of Directors may perform any or all of 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; provided, however,
that no Vice-President shall act as a member of or as chairman of any
committee of which the President is a member or chairman by designation of
ex-officio, except when designated by the Board.  Each Vice-President shall
perform such other duties as from time to time may be conferred upon or
assigned to him or her by the Board or the President.
     
     SECTION 3.8.  The Secretary.  The Secretary shall record all the votes
of the stockholders and of the directors and the minutes of the meetings of
the stockholders and of the Board of Directors in a book or books to be
kept for that purpose; he or she shall see that notices of meetings of the
stockholders and the Board of Directors are given and that all records and
reports are properly kept and filed by the Corporation as required by law;
he or she shall be the custodian of the seal of the Corporation and shall
see that it is affixed to all documents to be executed on behalf of the
Corporation under its seal, provided that in lieu of affixing the corporate
seal to any document, it shall be sufficient to meet the requirements of
any law, rule or regulation, relating to a corporate seal to affix the word
("SEAL") adjacent to the signature of the authorized officer of the
Corporation; and, in general, he or she shall perform all duties incident
to the office of Secretary, and such other duties as from time to time may
be conferred upon or assigned to him or her by the Board or the President.
     
     SECTION 3.9.  Assistant Secretaries.  In the absence or disability of
the Secretary, or when so directed by the Secretary, any Assistant
Secretary may perform any or all of the duties of the Secretary, and, when
so acting, shall have all the powers of, and be subject to all restrictions
upon, the Secretary.  Each Assistant Secretary shall perform such other
duties as from time to time may be conferred upon or assigned to him or her
by the Board of Directors, the President or the Secretary.
     
     SECTION 3.10.  The Treasurer.  Subject to the provisions of any
contract which may be entered into pursuant to authority granted by the
Board of Directors, the Treasurer shall have charge of all receipts and
disbursements of the Corporation and shall have or provide for the custody
of its funds and securities, he or she shall have full authority to receive
and give receipts for all money due and payable to the Corporation, and to
endorse checks, drafts and warrants, in its name and on its behalf, and to
give full discharge for the same; he or she shall deposit all funds of the
Corporation, except such as may be required for current use, in such banks
or other places of deposit as the Board of Directors may from time to time
designate; and, in general, he or she shall perform all duties incident to
the office of Treasurer and such other duties as from time to time may be
conferred upon or assigned to him or her by the Board or the President.
     
     SECTION 3.11.  Assistant Treasurers.  In the absence or disability of
the Treasurer, or when so directed by the Treasurer, any Assistant
Treasurer may perform any or all of the duties of the Treasurer and, when
so acting, shall have all the powers of, and be subject to all the
restrictions upon, the Treasurer.  Each Assistant Treasurer shall perform
all such other duties as from time to time may be conferred upon or
assigned to him or her by the Board of Directors, the President or the
Treasurer.
     
     SECTION 3.12.  Compensation of Officers.  The compensation of all
officers shall be fixed from time to time by the Board of Directors, or any
committee or officer authorized by the Board to do so.  No officer shall be
precluded from receiving such compensation by reason of the fact that he or
she is also a director of the Corporation.
     
     
                                     
                        ARTICLE IV:  Capital Stock
     
     SECTION 4.1.  Certificates.  The Board of Directors may authorize the
issuance of shares of capital stock either in certificated or in
uncertificated form.  If shares are issued in uncertificated form, each
stockholder of a certificated security shall be entitled upon written
request to a stock certificate or certificates, representing and certifying
the number and kind of full shares held by him, signed by the President, a
Vice-President or the Chairman of the Board and countersigned by the
Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer,
which signatures may be either manual or facsimile signatures, and sealed
with the seal of the Corporation, which seal may be either facsimile or any
other form of seal.  Stock certificates shall be in a form not inconsistent
with law or with the Articles of Incorporation.
     
     SECTION 4.2.  Transfer of Shares of Capital Stock.  Subject to Article
VIII of the Articles of Incorporation, transfers of shares of capital stock
shall be made on the books of the Corporation at the direction of the
person named on the Corporation's books or named in the certificate or
certificates for such shares (if issued), or by his attorney lawfully
constituted in writing, upon surrender of such certificate or certificates
(if issued) properly endorsed, to the Corporation's Transfer Agent, with
such evidence of the authenticity of such transfer, authorization and such
other matters as the Corporation or its agents may reasonably require, and
subject to such other reasonable terms and conditions as may be required by
the Corporation or its agents; or, if the Board of Directors shall by
resolution so provide, transfer of shares may be made in any other manner
provided by law.
     
     SECTION 4.3.  Transfer Agents and Registrars.  The Corporation may
have one or more Transfer Agents and one or more Registrars of its stock,
whose respective duties the Board of Directors may, from time to time,
define.  No certificate of stock shall be valid until countersigned by a
Transfer Agent, if the Corporation shall have a Transfer Agent, or until
registered by a Registrar, if the Corporation shall have a Registrar.  One
entity may serve as both Transfer Agent and Registrar.
     
     SECTION 4.4.  Mutilated, Lost, Stolen or Destroyed Certificates.  The
Board of Directors, by standing resolution or by resolutions with respect
to particular cases, may authorize the issuance of a new stock certificate
in lieu of any stock certificate lost, stolen, destroyed or mutilated, upon
such terms and conditions as the Board may direct.  The Board may in its
discretion refuse to issue such a new certificate, unless ordered to do so
by a court of competent jurisdiction.
     
     SECTION 4.5.  Stock Ledgers.  The Corporation shall not be required to
keep original or duplicate stock ledgers at its principal office in the
City of Baltimore, Maryland, but stock ledgers shall be kept at the
respective offices of the Transfer Agent of the Corporation's capital
stock.
     
     SECTION 4.6.  Location of Corporate Books.  So long as permitted by
Maryland law, the books of the Corporation may be kept outside the state of
Maryland at such place or places as may be designated from time to time by
the Board of Directors.
     
     
                             ARTICLE V:  Seal
     
     SECTION 5.1.  Seal.  The seal of the Corporation shall be in such form
as is permitted by law.
     
     
                       ARTICLE VI:  Other Provisions
     
     SECTION 6.1.  Amendments.  By-Laws may be adopted, altered, amended or
repealed in the manner provided in Section 1.5 of Article I hereof at any
annual or special meeting of the stockholders or in the manner provided in
Section 2.7 or 2.8 of Article II hereof by the Board of Directors at any
regular or special meeting of the Board, provided, however, that after the
Corporation has consummated an offering of capital stock to the public,
Section 2.1 and this Section 6.1 of the By-Laws may be altered, amended or
repealed only by the affirmative vote of the holders of at least three-
fourths of the shares of the Corporation then entitled to be voted on the
matter, and provided, further, however, that Section 2.2 of the By-Laws may
be altered, amended or repealed only by the stockholders in the manner
provided in Section 1.5 of the By-Laws or by the affirmative vote of a
majority of the Board of Directors, including a majority of the
Unaffiliated Directors.
     
     SECTION 6.2.  Indemnification of Directors and Officers.
     
          (a)  Indemnification.  Any person who was or is a party or is
threatened to be made a party in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is a current or
former director or officer of the Corporation, or is or was serving while a
director or officer of the Corporation, at the request of the Corporation,
as a director, officer, partner, trustee, employee, agent or fiduciary of
another corporation, partnership, joint venture, trust, enterprise or
employee benefit plan, shall be indemnified by the Corporation against
judgments, penalties, fines, excise taxes, settlements and reasonable
expenses (including attorneys' fees) actually incurred by such person in
connection with such action, suit or proceeding to the full extent
permissible under applicable state corporation law.
          
          (b)  Advances.  Any current or former director or officer of the
Corporation claiming indemnification within the scope of this Section 6.2
shall be entitled to advances from the Corporation for payment of the
reasonable expenses incurred by such person in connection with the
proceedings to which he or she is a party in the manner and to the full
extent permissible under applicable state corporation law.
          
          (c)  Procedures.  On the request of any current or former
director or officer requesting indemnification or an advance under this
Section 6.2, the Board of Directors shall determine, or cause to be
determined, in a manner consistent with applicable state corporation law,
whether the standards required by this Section 6.2 have been met.
          
(d)  Other Rights.  The indemnification provided by this Section 6.2 shall
not be deemed exclusive of any other right, in respect of indemnification
or otherwise, to which those seeking such indemnification may be entitled
under any insurance or other agreement, vote of stockholders or
disinterested directors or otherwise, both as to action by a director or
officer of the Corporation in his or her official capacity and as to action
by such person in another capacity while holding such office or position,
and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

<PAGE>

TIS MORTGAGE INVESTMENT COMPANY
(NYSE: TIS)

NEWS RELEASE

CONTACT:  John E. Castello
          (415) 393-8000

          FOR IMMEDIATE RELEASE
          ---------------------

TIS MORTGAGE INVESTMENT COMPANY SETS DATE OF THE 1996 ANNUAL MEETING OF
STOCKHOLDERS

     SAN FRANCISCO, CALIFORNIA, April 5, 1996 -- TIS Mortgage Investment
Company announced today that the 1996 Annual Meeting of Stockholders will
be held at The Holiday Inn, 750 Kearny Street, San Francisco, California on
May 13, 1996, at 4:00 p.m., Pacific time.

     The Company also announced that the Board of Directors has approved
certain amendments to the By-Laws of the Company including an amendment
that provides for a new procedure to be followed to nominate directors for
election or to propose business to be considered at annual meetings of
stockholders.  A copy of the Amended and Restated By-Laws of the Company
was filed with the Securities and Exchange Commission today as an exhibit
to a Form 8-K.

     The new By-Law procedures take effect immediately and require a
stockholder to deliver timely written notice to the Secretary of the
Company setting forth certain detailed information regarding the
stockholder and the person the stockholder proposes to nominate for
election as a director or the business the stockholder is proposing for
consideration at an annual meeting.  To be timely, such written notice to
the Secretary of the Company must be delivered to, or mailed and received
at, the principal executive offices of the Company not less than 60 days
nor more than 90 days prior to the meeting, provided that in the event less
than 70 days' notice or public disclosure of the date of the meeting is
given or made to stockholders, notice from the stockholder will be timely
if received by the Company not later than the close of business on the 10th
day after notice of the meeting date was mailed to stockholders or public
disclosure was made, whichever first occurs.  Any stockholder desiring to
nominate directors or propose business to be considered at the 1996 Annual
Meeting must deliver written notice, in a form complying with the
requirements of the By-Laws, that is received by the Company no later than
the close of business on April 19, 1996.  Nominations and business not
proposed in accordance with the amended By-Laws of the Company need not be
considered at the 1996 annual meeting.

     TIS Mortgage Investment Company is a San Francisco-based Real Estate
Investment Trust (REIT).
[{"type": "8-K", "sequence": "1", "description": "3/28/96 FORM 8-K, ITEM 5", "secsgml_size_bytes": 51523}]
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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):  March 28, 1996
                                     
                      TIS MORTGAGE INVESTMENT COMPANY
__________________________________________________________________________
          (Exact name of registrant as specified in its charter)

       Maryland                  1-10004                94-3067889
  __________________       ___________________     _____________________
    (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) 393-8000
__________________________________________________________________________
           (Registrant's telephone number, including area code)
TIS MORTGAGE INVESTMENT COMPANY
                                     

Item 5.   Other Events.

     On March 28, 1996, the Board of Directors of the Company approved
amendments to the By-Laws of the Company (the "Amendments") to (i) provide
for advance notice of the nomination of directors and proposal of business
to be considered at annual meetings of stockholders (ii) to clarify the
supermajority provisions contained in Section 6.1 of the By-Laws of the
Company, and (iii) to allow the Company's annual meeting of stockholders to
be held in May.  The Company also announced today that the 1996 Annual
Meeting of Stockholders will be held on May 13, 1996, at 4:00 p.m., Pacific
time, at The Holiday Inn, 750 Kearny Street, San Francisco, California.  A
copy of the Amended and  Restated By-Laws of the Company is set forth as
Exhibit 3.1, and a copy of a press release announcing the amendment of the
By-Laws and the time and place of the Annual Meeting is set forth as
Exhibit 99.1.
     
Advance Notice Requirements.  The Amendments include the adoption of new
Sections 1.9 and 1.10 to Article I of the By-Laws of the Company, which
Sections set forth a new procedure to be followed by stockholders of the
Company to nominate directors for election or to propose business to be
considered at annual meetings of stockholders.  The new procedures take
effect immediately and require a stockholder to deliver timely written
notice to the Secretary of the Company setting forth certain detailed
information regarding such stockholder and the person such stockholder
proposes to nominate for election as a director or the business such
stockholder is proposing for consideration at an annual meeting as set
forth in the text of Sections 1.9 and 1.10.  To be timely, such written
notice to the Secretary must be delivered to or mailed and received at the
principal executive offices of the Company not less than 60 days nor more
than 90 days prior to the meeting, provided that in the event less than 70
days' notice or public disclosure of the date of the meeting is given or
made to stockholders, notice from the stockholder will be timely if
received by the Company not later than the close of business on the 10th
day after such notice of the meeting date was mailed to stockholders or
such public disclosure was made, whichever first occurs.

     Sections 1.9 and 1.10, and the procedures required therein, are in
effect for the 1996 Annual Meeting of Stockholders of TIS Mortgage
Investment Company to be held on May 13, 1996, and will be in effect for
subsequent meetings of stockholders.  Accordingly, any stockholder desiring
to nominate directors or propose business to be considered at the 1996
Annual Meeting must deliver written notice, in a form complying with the By-
Laws of the Company, that is received by the Company no later than the
close of business on April 19, 1996.   Nominations and business not made in
accordance with the Amended and Restated By-Laws need not be considered at
the annual meeting.
Other Amendments.  The Amendments included amendment of Section 6.1 of
Article VI of the By-Laws, which Section was amended to clarify that the
supermajority voting provisions of Section 6.1 of the By-Laws of the
Company apply to Section 6.1 itself.  Section 1.1 of Article I of the By-
Laws was amended to permit annual stockholder meetings to be held in the
month of May.
     
     (a)  Exhibits required by Item 601 of Regulation S-K:

Exhibit                             
  No.                    Description of Exhibits
- -------                  -----------------------
  3.1   Amended and Restated By-Laws
 99.1   Press Release dated April 5, 1996

                                     
                                 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.
     
     
                                            TIS MORTGAGE INVESTMENT COMPANY
                                                                           
                                                                           
Dated:  April 5, 1996         By:  /s/ John E. Castello
                                 --------------------------------------
                                  JOHN E. CASTELLO, Executive Vice
                                  President and Chief Financial Officer
EXHIBIT INDEX
                                     
                                     

Exhibit                                                           
  No.                           Item                          Page No.
- -------                        ------                         --------
  3.1     Amended and Restated By-Laws                            5
  99.1    Press Release dated April 5, 1996
AMENDED AND RESTATED BY-LAWS
     
                                    OF
     
                      TIS MORTGAGE INVESTMENT COMPANY
     
     
                          ARTICLE I: Stockholders
     
     SECTION 1.1.  Annual Meetings.  The annual meeting of the stockholders
of the Corporation shall be held on such date within the month of May and
at such place, within or without the State of Maryland, as may be
determined by the Board of Directors and as shall be designated in the
notice of said meeting, for the purpose of electing directors and for the
transaction of such other business as may properly be brought before the
meeting.
     
     SECTION 1.2.  Special Meetings.  Special meetings of the stockholders
for any purpose or purposes, unless otherwise prescribed by statute or by
the Articles of Incorporation, may be held at any place, within or without
the State of Maryland, and may be called at any time by the Board of
Directors or by the President, and shall be called at the request in
writing of stockholders. entitled to cast at least twenty-five (25) percent
of all the votes entitled to be cast at such meeting.  Such request shall
state the purpose or purposes of the proposed meeting and the matters
proposed to be acted on at it; provided, however, that unless requested by
stockholders entitled to cast a majority of all the votes entitled to be
cast at the meeting, a special meeting need not be called to consider any
matter which is substantially the same as a matter voted on at any meeting
of the stockholders held during the preceding twelve (12) months.  The
Secretary shall inform such stockholders of the estimated costs of
preparing and mailing the notice of the meeting and on payment of these
costs to the Corporation shall notify each stockholder entitled to notice
of the meeting.
     
     SECTION 1.3.  Notice of Meetings.  Written or printed notice of the
time and place of every meeting, and of the purpose of any special meeting,
of the stockholders shall be given by the Secretary of the Corporation to
each stockholder of record entitled to vote at the meeting and each other
stockholder entitled to notice of the meeting, by placing such notice in
the mail at least ten (10) days, but not more than ninety (90) days, and in
any event within the period prescribed by law, prior to the date named for
the meeting addressed to each stockholder at his address appearing on the
books of the Corporation or supplied by him to the Corporation for the
purposes of notice.  The notice of every meeting of stockholders may be
accompanied by a form of proxy approved by the Board of Directors in favor
of such actions or persons as the Board of Directors may select.
     
     SECTION 1.4.  Record Date.  The Board of Directors may fix a date not
more than ninety (90) days preceding the date of any meeting of
stockholders, or the date fixed for the payment of any dividend, or the
date of the allotment of rights, as a record date for the determination of
stockholders entitled to notice of, or to vote at, any such meeting (or any
adjournment thereof) or entitled to receive payment of any dividend, or to
receive such allotment of rights.  In such case, only stockholders of
record at the time so fixed shall be entitled to vote, to receive notice,
or receive dividends or rights, notwithstanding any subsequent transfer on
the books of the Corporation.  The Board of Directors shall not close the
books of the Corporation against transfers of shares during the whole or
any part of such period.  In the case of a meeting of stockholders, the
record date shall be fixed not less than ten (10) days prior to the date of
the meeting.
     
     SECTION 1.5.  Quorum and Stockholder Action.  Except as otherwise
provided by statute or by the Articles of Incorporation, the presence in
person or by proxy of stockholders of the Corporation entitled to cast at
least a majority of all the votes entitled to be cast at the meeting shall
constitute a quorum and a majority of all the votes cast at a meeting at
which a quorum is present shall be sufficient to approve any matter which
properly comes before the meeting; provided, however, that a plurality of
all the votes cast at a meeting at which a quorum is present shall be
sufficient to elect a director.  In the absence of a quorum, the
stockholders present in person or by proxy, by majority vote and without
notice other than by announcement at the meeting, may adjourn the meeting
from time to time as provided in Section 1.7 of this Article I until a
quorum shall attend.
     
     SECTION 1.6.  Organization.  At every meeting of the stockholders, the
Chairman of the Board, if one has been selected and is present or, if not,
the President, or in the absence of the Chairman of the Board and the
President, a Vice-President, or in the absence of the Chairman of the
Board, the President and all the Vice-Presidents, a chairman chosen by the
Board of Directors of the Corporation or, in the absence of the Chairman,
the President, all the Vice-Presidents and a chairman chosen by the Board
of Directors, a chairman chosen by the stockholders, shall act as chairman;
and the Secretary, or in his absence, an Assistant Secretary, or in the
absence of the Secretary and all the Assistant Secretaries, a person
appointed by the chairman, shall act as secretary of the meeting.
     
     SECTION 1.7.  Adjournment.  Any meeting of the stockholders may be
adjourned from time to time, without notice other than by announcement at
the meeting at which such adjournment is taken, and at any such adjourned
meeting at which a quorum shall be present any action may be taken that
could have been taken at the meeting originally called; provided, that the
meeting may not be adjourned to a date more than the number of days after
the original record date for the meeting permitted by law, and if after the
adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the adjourned meeting.
     
     SECTION 1.8.  Beneficial Owners.  The Board of Directors may adopt by
resolution a procedure by which a stockholder of the Corporation may
certify in writing to the Corporation that any shares of stock registered
in the name of the stockholder are held for the account of a specified
person other than the stockholder.
     
     SECTION 1.9.  Advance Notice Requirements for Nomination of Directors.
Only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors of the Corporation, except as
may be otherwise provided in the Articles of Incorporation of the
Corporation with respect to the rights of any holders of preferred stock of
the Corporation to nominate and elect a specified number of directors in
certain circumstances.  Nominations of persons for election to the Board of
Directors may be made at any annual meeting of stockholders (a) by or at
the direction of the Board of Directors (or any duly authorized committee
thereof) or (b) by any stockholder of the Corporation (i) who is a
stockholder of record on the date of the giving of the notice provided for
in this Section 1.9 and on the record date for the determination of
stockholders entitled to vote at such annual meeting and (ii) who complies
with the notice procedures set forth in this Section 1.9.
     
     In addition to any other applicable requirements, for a nomination to
be made by a stockholder, such stockholder must have given timely notice
thereof in proper written form to the Secretary of the Corporation.
     
     To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of
the Corporation not less than sixty (60) days nor more than ninety
(90) days prior to the date of the annual meeting; provided, however, that
in the event that less than seventy (70) days' notice or prior public
disclosure of the date of the annual meeting is given or made to
stockholders, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the annual meeting
was mailed or such public disclosure of the date of the annual meeting was
made, whichever first occurs.
     
     To be in proper written form, a stockholder's notice to the Secretary
must set forth (a) as to each person whom the stockholder proposes to
nominate for election as a director (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or
employment of the person, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of record
by the person and (iv) any other information relating to the person that
would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder; and (b) as to the stockholder giving the notice
(i) the name and record address of such stockholder, (ii) the class or
series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder, (iii) a description of
all arrangements or understandings between such stockholder and each
proposed nominee and any other person or persons (including their names)
pursuant to which the nomination(s) are to be made by such stockholder,
(iv) a representation that such stockholder intends to appear in person or
by proxy at the annual meeting to nominate the persons named in its notice
and (v) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings required to
be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder.  Such notice must be accompanied by a
written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.
     
     No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in
this Section.  If the chairman of the annual meeting determines that a
nomination was not made in accordance with the foregoing procedures, the
chairman shall declare to the meeting that the nomination was defective and
such defective nomination shall be disregarded.
     
     SECTION 1.10.  Advance Notice Requirements for Proposal of Business.
No business may be transacted at an annual meeting of stockholders, other
than business that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors
(or any duly authorized committee thereof), (b) otherwise properly brought
before the annual meeting by or at the direction of the Board of Directors
(or any duly authorized committee thereof) or (c) otherwise properly
brought before the annual meeting by any stockholder of the Corporation (i)
who is a stockholder of record on the date of the giving of the notice
provided for in this Section 1.10 and on the record date for the
determination of stockholders entitled to vote at such annual meeting and
(ii) who complies with the notice procedures set forth in this Section
1.10.
     
     In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to
the Secretary of the Corporation.
     
     To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of
the Corporation not less than sixty (60) days nor more than ninety (90)
days prior to the date of the annual meeting; provided, however, that in
the event that less than seventy (70) days' notice or prior public
disclosure of the date of the annual meeting is given or made to
stockholders, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the annual meeting
was mailed or such public disclosure of the date of the annual meeting was
made, whichever first occurs.
     
     To be in proper written form, a stockholder's notice to the Secretary
must set forth as to each matter such stockholder proposes to bring before
the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record address of such
stockholder, (iii) the class or series and number of shares of capital
stock of the Corporation which are owned beneficially or of record by such
stockholder, (iv) a description of all arrangements or understandings
between such stockholder and any other person or persons (including their
names) in connection with the proposal of such business by such stockholder
and any material interest of such stockholder in such business and (v) a
representation that such stockholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting.
     
     No business shall be conducted at the annual meeting of stockholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 1.10; provided, however, that, once
business has been properly brought before the annual meeting in accordance
with such procedures, nothing in this Section 1.10 shall be deemed to
preclude discussion by any stockholder of any such business.  If the
chairman of an annual meeting determines that business was not properly
brought before the annual meeting in accordance with the foregoing
procedures, the chairman shall declare to the meeting that the business was
not properly brought before the meeting and such business shall not be
transacted.
     
     
                      ARTICLE II:  Board of Directors
     
     SECTION 2.1.  Election and Term of Office.  The number of directors
shall be fixed from time to time by resolution adopted by a majority of the
entire Board of Directors; provided, however, that the number of directors
shall in no event be less than three (3) unless there are fewer than three
stockholders nor more than twelve (12).  The business, affairs and property
of the Corporation shall be managed by or under the direction of the Board
of Directors, which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute, the Articles of
Incorporation or these By-Laws required to be exercised or done by the
stockholders.  As soon as the Corporation shall first have three directors,
the Board of Directors shall be divided into three classes: class I, class
II and class III.  The terms of office of the classes of directors shall
expire at the times of the annual meetings of the stockholders as follows -
- - class I in 1989, class II in 1990 and class III in 1991 -- or thereafter
in each case when their respective successors are elected and qualified.
At each annual election, the directors chosen to succeed those whose terms
are expiring shall be identified as being of the same class as the
directors whom they succeed, and shall be elected for a term expiring at
the time of the third succeeding annual meeting of stockholders, or
thereafter in each case when their respective successors are elected and
qualified.  The number of directorships shall be apportioned among the
classes so as to maintain the classes as nearly equal in number as
possible.
     
     SECTION 2.2.  Unaffiliated Directors.  During such time as the
Corporation qualifies or seeks to qualify as a real estate investment
trust, except in the case of a vacancy, a majority of the Board of
Directors shall be composed of persons who (i) are not Affiliates (as
hereinafter defined) of any person or entity, if any, that is responsible
for directing and performing the day-to-day business affairs of the
Corporation (the "Manager") or of any person which is an Affiliate of the
Manager, and (ii) are not employed by, or receiving any compensation
(except for serving as a director) from, the Corporation ("Unaffiliated
Directors").  "Affiliate" means, when used with reference to a specified
person, (i) any person that directly or indirectly controls or is
controlled by or is under common control with the specified person, (ii)
any person that is an officer, director or employee of, partner in or
trustee of, or serves in a similar capacity with respect to, the specified
person or of which the specified person is an officer, director or employee
of, partner in or trustee of, or with respect to which the specified person
serves in a similar capacity, (iii) any person that, directly or
indirectly, is the beneficial owner of 5% or more of any class of equity
securities issued by the specified person, or any person 5% or more of
whose equity securities are, directly or indirectly, beneficially owned by
such other person, and (iv) any person that has a material business or
professional relationship with the specified person; provided, however,
that a person shall not be deemed to be an Affiliate of the Manager or of
any person which is an Affiliate of the Manager solely by reason of serving
as a director of one or more investment companies of which the Manager or
an Affiliate of the Manager serves as investment advisor or in any other
capacity.  "Person" includes a natural person, corporation, partnership,
trust company or other entity for purposes of this definition.
     
     SECTION 2.3.  Regular Meetings.  Regular meetings of the Board of
Directors may be held without notice on such dates as the Board may from
time to time determine.
     
     SECTION 2.4.  Special Meetings.  Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board, the
President or by a majority of the directors either in writing or by vote at
a meeting.
     
     SECTION 2.5.  Notice of Special Meetings.  Notice of the place, day
and hour of every special meeting shall be delivered personally to each
director or telegraphed or cabled at least one (1) day before the meeting
or mailed at least two (2) days before the meeting to his address on the
books of the Corporation.  It shall not be requisite to the validity of any
meeting of the Board of Directors that notice thereof shall have been given
to any director who is present thereat, or, if absent, waives notice
thereof in writing filed with the records of the meeting either before or
after the holding thereof.
     
     SECTION 2.6.  Place of Meetings.  The Board of Directors may hold its
regular and special meetings at such place or places within or without the
State of Maryland as the Board may from time to time determine.
     
     SECTION 2.7.  Quorum and Board Action.  Except as otherwise provided
by statute or by the Articles of Incorporation: (a) one-third (1/3) of the
entire Board of Directors, but in no case less than two (2) directors,
unless there is only one (1) director, shall be necessary to constitute a
quorum for the transaction of business at each meeting of the Board;
provided, however, that a majority of the directors who constitute any
quorum shall be composed of Unaffiliated Directors; (b) the action of a
majority of the directors present at a meeting at which a quorum is present
shall be the action of the Board; and (c) if at any meeting there be less
than a quorum present, a majority of those directors present may adjourn
the meeting from time to time, but not for a period greater than thirty
(30) days at any one time, without notice other than by announcement at the
meeting until a quorum shall attend.  At any such adjourned meeting at
which a quorum shall be present, any business may be transacted which might
have been transacted at the meeting as originally scheduled.
     
     SECTION 2.8.  Action without Meeting.  Any action required or
permitted to be taken at a meeting of the Board of Directors or a committee
of the Board may be taken without a meeting if an unanimous consent which
sets forth the action is signed by each member of the Board or committee
and is filed with the minutes of proceedings of the Board or committee.
     
     SECTION 2.9.  Organization.  Every meeting of the Board of Directors
shall be presided over by the Chairman of the Board, if one has been
selected and is present, and, if not, the President, or in the absence of
the Chairman of the Board and the President, a Vice-President, or in the
absence of the Chairman of the Board, the President, and all the Vice-
Presidents, a chairman chosen by a majority of the directors present.  The
Secretary, or in his absence, an Assistant Secretary, or in the absence of
the Secretary and all the Assistant Secretaries, a person appointed by the
chairman, shall act as secretary.
     
     SECTION 2.10.  Vacancies.  Any vacancy on the Board of Directors
occurring by reason of an increase in the number of directors may be filled
by a majority of the entire Board of Directors, including a majority of the
Unaffiliated Directors.  Any vacancy on the Board of Directors occurring
for any other cause may be filled by a majority of the remaining members of
the Board of Directors, whether or not these members constitute a quorum
under Section 2.7 of this Article II; provided, however, that the remaining
Unaffiliated Directors shall nominate replacements for vacancies among the
unaffiliated Directors, which replacements must be elected by a majority of
the Board of Directors, including a majority of the Unaffiliated Directors.
Any director so chosen to fill a vacancy shall hold office until the next
annual meeting of stockholders and until his or her successor shall have
been duly elected and qualified.
     
     SECTION 2.11.  Resignations.  Any director may resign at any time by
giving written notice to the Board of Directors, the President or the
Secretary.  Any such resignation shall take effect at the time of the
receipt of such notice or at any later time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
     
     SECTION 2.12.  Committees.  The Board of Directors may appoint from
among its members an executive and other committees of the Board composed
of two (2) or more directors.  A majority of the members of any committee
so appointed shall be composed of persons who are Unaffiliated Directors.
To the extent permitted by law, the Board of Directors may delegate to any
such committee or committees any of the powers of the Board of Directors in
the management of the business, affairs and property of the Corporation.
Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of
Directors.  Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.  The members of a
committee present at any meeting, whether or not they constitute a quorum,
may appoint a director to act in the place of an absent member, as long as
the composition of the committee after such appointment complies with the
second sentence of this Section 2.12.
     
     SECTION 2.13.  Telephone Conference.  Members of the Board of
Directors or any committee thereof may participate in a meeting of the
Board or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time and participation by such
means shall constitute presence in person at the meeting.
     
     SECTION 2.14.  Compensation of Directors.  Any director, whether or
not he or she is a salaried officer, employee, or agent of the Corporation,
may be compensated for his or her services as director or as a member of a
committee, or as Chairman of the Board or chairman of a committee, and in
addition may be reimbursed for transportation and other expenses, all in
such manner and amounts as the directors may from time to time determine.
     
     SECTION 2.15.  Investments and Limitation of Indebtedness.
     
          (a)  Investments.  The Board of Directors, including a majority
of the Unaffiliated Directors, shall (a) adopt and amend from time to time
guidelines (the "Guidelines"), which shall contain criteria and parameters
pursuant to which the investment policies, borrowings and operations of the
Corporation and transactions in which the Manager or Affiliates of the
Manager have an interest shall be implemented, (b) review the investment
policies of the Corporation and the Guidelines at least annually to
determine that they continue to be in the best interests of the
stockholders of the Corporation, and (c) approve any deviations from the
Guidelines on a case-by-case basis consistent with the continued
qualification of the Corporation as a real estate investment trust.
     
          (b)  Limitation of Indebtedness.  The Corporation shall not incur
indebtedness if, after giving effect to the incurrence thereof, aggregate
indebtedness (other than indebtedness represented by Structured Securities
and any other loans between the Corporation and its trusts or
subsidiaries), secured and unsecured, would exceed 300% of the
Corporation's Average Invested Assets in the preceding calendar quarter, as
calculated in accordance with generally accepted accounting principles,
unless approved by a majority of the directors who are not Affiliates of
the Manager or of any person who is an Affiliate of the Manager.  The term
"Average Invested Assets" for any quarter means the average of the
aggregate book value of the consolidated assets of the Corporation and its
trusts and subsidiaries, before reserves for depreciation and bad debts and
other similar noncash reserves, less the book value of the issued and
outstanding Structured Securities secured by Mortgage Instruments of the
Corporation, its trusts and subsidiaries, computed by taking the average of
such values at the end of each month during such quarter.
     
     SECTION 2.16.  Management Arrangements.
     
          (a)  The Board of Directors may delegate the duty of management
of the assets and the administration of the Corporation's day-to-day
operations to a Manager pursuant to a written contract or contracts, or any
renewal thereof, which have obtained the requisite approval of the Board of
Directors, including a majority of the Unaffiliated Directors.
     
          (b)  Each contract for the services of the Manager entered into
by the Board of Directors shall have a term, except for the initial term
commencing on the date of the closing of the Corporation's initial public
offering, of no more than one year, but may be renewed annually at or prior
to the expiration of the contract.  Each contract shall be terminable
without cause by a majority of the Unaffiliated Directors or the Manager
upon sixty days, written notice-
     
          (c)  The Unaffiliated Directors shall determine at least annually
that the compensation that the Corporation contracts to pay the Manager is
reasonable in relation to the nature and quality of the services performed,
and also shall supervise the performance of the Manager and the
compensation paid to the manager by the Corporation to determine that the
provisions of such contract are being carried out.
          
          (d)  Unless consistent with the Guidelines, all transactions
involving the Corporation in which the Manager has an interest must be
approved by a majority of the Unaffiliated Directors.
     
     
                          ARTICLE III:  Officers
     
     SECTION 3.1.  Number.  The officers of the Corporation shall be a
President, a Secretary, and a Treasurer, and may include a Chairman of the
Board, one or more Vice-Presidents, one or more Assistant Secretaries, one
or more Assistant Treasurers, and such other officers as the Board of
Directors may from time to time determine.  Any officer may hold more than
one office in the Corporation, except that an officer may not serve
concurrently as both the President and a Vice-President.
     
     SECTION 3.2.  Election and Term of Office.  The officers of the
Corporation shall be elected by the Board of Directors and, subject to
earlier termination of office, each officer shall hold office for one year
and until his successor shall have been elected and qualified.
     
     SECTION 3.3.  Resignations.  Any officer may resign at any time by
giving written notice to the Board of Directors or to the President or the
Secretary of the Corporation.  Any such resignation shall take effect at
the date of the receipt of such notice or at any later time specified
therein, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
     
     SECTION 3.4.  Removal.  If the Board of Directors in its judgment
finds that the best interests of the Corporation will be served, the Board
may remove any officer of the Corporation at any time.
     
     SECTION 3.5.  Chairman of the Board.  The Chairman of the Board, if
one is elected, shall preside over the meetings of the Board of Directors
and of the stockholders at which he or she is present, and shall have such
other powers and duties as from time to time may be conferred upon or
assigned to him or her by the Board.
     
     SECTION 3.6.  President.  The President shall be the chief executive
officer of the Corporation and shall have general supervision over the
business and operations of the Corporation, subject, however, to the
control of the Board of Directors.  He or she, or such persons as he or she
shall designate, shall sign, execute, acknowledge, verify, deliver and
accept, in the name of the Corporation, deeds, mortgages, bonds, contracts
and other instruments authorized by the Board of Directors, except in the
case where the signing, execution, acknowledgment, verification, delivery
or acceptance thereof shall be delegated by the Board to some other officer
or agent of the Corporation, and shall have such other powers and duties as
from time to time may be conferred upon or assigned to him or her by the
Board.
     
     SECTION 3.7.  The Vice-Presidents.  In the absence or disability of
the President, or when so directed by the President, any Vice-President
designated by the Board of Directors may perform any or all of 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; provided, however,
that no Vice-President shall act as a member of or as chairman of any
committee of which the President is a member or chairman by designation of
ex-officio, except when designated by the Board.  Each Vice-President shall
perform such other duties as from time to time may be conferred upon or
assigned to him or her by the Board or the President.
     
     SECTION 3.8.  The Secretary.  The Secretary shall record all the votes
of the stockholders and of the directors and the minutes of the meetings of
the stockholders and of the Board of Directors in a book or books to be
kept for that purpose; he or she shall see that notices of meetings of the
stockholders and the Board of Directors are given and that all records and
reports are properly kept and filed by the Corporation as required by law;
he or she shall be the custodian of the seal of the Corporation and shall
see that it is affixed to all documents to be executed on behalf of the
Corporation under its seal, provided that in lieu of affixing the corporate
seal to any document, it shall be sufficient to meet the requirements of
any law, rule or regulation, relating to a corporate seal to affix the word
("SEAL") adjacent to the signature of the authorized officer of the
Corporation; and, in general, he or she shall perform all duties incident
to the office of Secretary, and such other duties as from time to time may
be conferred upon or assigned to him or her by the Board or the President.
     
     SECTION 3.9.  Assistant Secretaries.  In the absence or disability of
the Secretary, or when so directed by the Secretary, any Assistant
Secretary may perform any or all of the duties of the Secretary, and, when
so acting, shall have all the powers of, and be subject to all restrictions
upon, the Secretary.  Each Assistant Secretary shall perform such other
duties as from time to time may be conferred upon or assigned to him or her
by the Board of Directors, the President or the Secretary.
     
     SECTION 3.10.  The Treasurer.  Subject to the provisions of any
contract which may be entered into pursuant to authority granted by the
Board of Directors, the Treasurer shall have charge of all receipts and
disbursements of the Corporation and shall have or provide for the custody
of its funds and securities, he or she shall have full authority to receive
and give receipts for all money due and payable to the Corporation, and to
endorse checks, drafts and warrants, in its name and on its behalf, and to
give full discharge for the same; he or she shall deposit all funds of the
Corporation, except such as may be required for current use, in such banks
or other places of deposit as the Board of Directors may from time to time
designate; and, in general, he or she shall perform all duties incident to
the office of Treasurer and such other duties as from time to time may be
conferred upon or assigned to him or her by the Board or the President.
     
     SECTION 3.11.  Assistant Treasurers.  In the absence or disability of
the Treasurer, or when so directed by the Treasurer, any Assistant
Treasurer may perform any or all of the duties of the Treasurer and, when
so acting, shall have all the powers of, and be subject to all the
restrictions upon, the Treasurer.  Each Assistant Treasurer shall perform
all such other duties as from time to time may be conferred upon or
assigned to him or her by the Board of Directors, the President or the
Treasurer.
     
     SECTION 3.12.  Compensation of Officers.  The compensation of all
officers shall be fixed from time to time by the Board of Directors, or any
committee or officer authorized by the Board to do so.  No officer shall be
precluded from receiving such compensation by reason of the fact that he or
she is also a director of the Corporation.
     
     
                                     
                        ARTICLE IV:  Capital Stock
     
     SECTION 4.1.  Certificates.  The Board of Directors may authorize the
issuance of shares of capital stock either in certificated or in
uncertificated form.  If shares are issued in uncertificated form, each
stockholder of a certificated security shall be entitled upon written
request to a stock certificate or certificates, representing and certifying
the number and kind of full shares held by him, signed by the President, a
Vice-President or the Chairman of the Board and countersigned by the
Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer,
which signatures may be either manual or facsimile signatures, and sealed
with the seal of the Corporation, which seal may be either facsimile or any
other form of seal.  Stock certificates shall be in a form not inconsistent
with law or with the Articles of Incorporation.
     
     SECTION 4.2.  Transfer of Shares of Capital Stock.  Subject to Article
VIII of the Articles of Incorporation, transfers of shares of capital stock
shall be made on the books of the Corporation at the direction of the
person named on the Corporation's books or named in the certificate or
certificates for such shares (if issued), or by his attorney lawfully
constituted in writing, upon surrender of such certificate or certificates
(if issued) properly endorsed, to the Corporation's Transfer Agent, with
such evidence of the authenticity of such transfer, authorization and such
other matters as the Corporation or its agents may reasonably require, and
subject to such other reasonable terms and conditions as may be required by
the Corporation or its agents; or, if the Board of Directors shall by
resolution so provide, transfer of shares may be made in any other manner
provided by law.
     
     SECTION 4.3.  Transfer Agents and Registrars.  The Corporation may
have one or more Transfer Agents and one or more Registrars of its stock,
whose respective duties the Board of Directors may, from time to time,
define.  No certificate of stock shall be valid until countersigned by a
Transfer Agent, if the Corporation shall have a Transfer Agent, or until
registered by a Registrar, if the Corporation shall have a Registrar.  One
entity may serve as both Transfer Agent and Registrar.
     
     SECTION 4.4.  Mutilated, Lost, Stolen or Destroyed Certificates.  The
Board of Directors, by standing resolution or by resolutions with respect
to particular cases, may authorize the issuance of a new stock certificate
in lieu of any stock certificate lost, stolen, destroyed or mutilated, upon
such terms and conditions as the Board may direct.  The Board may in its
discretion refuse to issue such a new certificate, unless ordered to do so
by a court of competent jurisdiction.
     
     SECTION 4.5.  Stock Ledgers.  The Corporation shall not be required to
keep original or duplicate stock ledgers at its principal office in the
City of Baltimore, Maryland, but stock ledgers shall be kept at the
respective offices of the Transfer Agent of the Corporation's capital
stock.
     
     SECTION 4.6.  Location of Corporate Books.  So long as permitted by
Maryland law, the books of the Corporation may be kept outside the state of
Maryland at such place or places as may be designated from time to time by
the Board of Directors.
     
     
                             ARTICLE V:  Seal
     
     SECTION 5.1.  Seal.  The seal of the Corporation shall be in such form
as is permitted by law.
     
     
                       ARTICLE VI:  Other Provisions
     
     SECTION 6.1.  Amendments.  By-Laws may be adopted, altered, amended or
repealed in the manner provided in Section 1.5 of Article I hereof at any
annual or special meeting of the stockholders or in the manner provided in
Section 2.7 or 2.8 of Article II hereof by the Board of Directors at any
regular or special meeting of the Board, provided, however, that after the
Corporation has consummated an offering of capital stock to the public,
Section 2.1 and this Section 6.1 of the By-Laws may be altered, amended or
repealed only by the affirmative vote of the holders of at least three-
fourths of the shares of the Corporation then entitled to be voted on the
matter, and provided, further, however, that Section 2.2 of the By-Laws may
be altered, amended or repealed only by the stockholders in the manner
provided in Section 1.5 of the By-Laws or by the affirmative vote of a
majority of the Board of Directors, including a majority of the
Unaffiliated Directors.
     
     SECTION 6.2.  Indemnification of Directors and Officers.
     
          (a)  Indemnification.  Any person who was or is a party or is
threatened to be made a party in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is a current or
former director or officer of the Corporation, or is or was serving while a
director or officer of the Corporation, at the request of the Corporation,
as a director, officer, partner, trustee, employee, agent or fiduciary of
another corporation, partnership, joint venture, trust, enterprise or
employee benefit plan, shall be indemnified by the Corporation against
judgments, penalties, fines, excise taxes, settlements and reasonable
expenses (including attorneys' fees) actually incurred by such person in
connection with such action, suit or proceeding to the full extent
permissible under applicable state corporation law.
          
          (b)  Advances.  Any current or former director or officer of the
Corporation claiming indemnification within the scope of this Section 6.2
shall be entitled to advances from the Corporation for payment of the
reasonable expenses incurred by such person in connection with the
proceedings to which he or she is a party in the manner and to the full
extent permissible under applicable state corporation law.
          
          (c)  Procedures.  On the request of any current or former
director or officer requesting indemnification or an advance under this
Section 6.2, the Board of Directors shall determine, or cause to be
determined, in a manner consistent with applicable state corporation law,
whether the standards required by this Section 6.2 have been met.
          
(d)  Other Rights.  The indemnification provided by this Section 6.2 shall
not be deemed exclusive of any other right, in respect of indemnification
or otherwise, to which those seeking such indemnification may be entitled
under any insurance or other agreement, vote of stockholders or
disinterested directors or otherwise, both as to action by a director or
officer of the Corporation in his or her official capacity and as to action
by such person in another capacity while holding such office or position,
and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.
TIS MORTGAGE INVESTMENT COMPANY
(NYSE: TIS)

NEWS RELEASE

CONTACT:  John E. Castello
          (415) 393-8000

          FOR IMMEDIATE RELEASE
          ---------------------

TIS MORTGAGE INVESTMENT COMPANY SETS DATE OF THE 1996 ANNUAL MEETING OF
STOCKHOLDERS

     SAN FRANCISCO, CALIFORNIA, April 5, 1996 -- TIS Mortgage Investment
Company announced today that the 1996 Annual Meeting of Stockholders will
be held at The Holiday Inn, 750 Kearny Street, San Francisco, California on
May 13, 1996, at 4:00 p.m., Pacific time.

     The Company also announced that the Board of Directors has approved
certain amendments to the By-Laws of the Company including an amendment
that provides for a new procedure to be followed to nominate directors for
election or to propose business to be considered at annual meetings of
stockholders.  A copy of the Amended and Restated By-Laws of the Company
was filed with the Securities and Exchange Commission today as an exhibit
to a Form 8-K.

     The new By-Law procedures take effect immediately and require a
stockholder to deliver timely written notice to the Secretary of the
Company setting forth certain detailed information regarding the
stockholder and the person the stockholder proposes to nominate for
election as a director or the business the stockholder is proposing for
consideration at an annual meeting.  To be timely, such written notice to
the Secretary of the Company must be delivered to, or mailed and received
at, the principal executive offices of the Company not less than 60 days
nor more than 90 days prior to the meeting, provided that in the event less
than 70 days' notice or public disclosure of the date of the meeting is
given or made to stockholders, notice from the stockholder will be timely
if received by the Company not later than the close of business on the 10th
day after notice of the meeting date was mailed to stockholders or public
disclosure was made, whichever first occurs.  Any stockholder desiring to
nominate directors or propose business to be considered at the 1996 Annual
Meeting must deliver written notice, in a form complying with the
requirements of the By-Laws, that is received by the Company no later than
the close of business on April 19, 1996.  Nominations and business not
proposed in accordance with the amended By-Laws of the Company need not be
considered at the 1996 annual meeting.

     TIS Mortgage Investment Company is a San Francisco-based Real Estate
Investment Trust (REIT).