Bylaws - Crescent Capital Trust Inc.


                          CRESCENT CAPITAL TRUST, INC.

                                     BYLAWS


                                   ARTICLE I

                                    OFFICES

                 SECTION 1.       PRINCIPAL OFFICE.  The principal office of
the Corporation shall be located at such place or places as the Board of
Directors may designate.

                 SECTION 2.       ADDITIONAL OFFICES.  The Corporation may have
additional offices at such places as the Board of Directors may from time to
time determine or the business of the Corporation may require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                 SECTION 1.       PLACE.  All meetings of stockholders shall be
held at the principal office of the Corporation or at such other place within
the United States as shall be stated in the notice of the meeting.

                 SECTION 2.       ANNUAL MEETING.  An annual meeting of the
stockholders for the election of directors and the transaction of any business
within the powers of the Corporation shall be held on a date and at the time
set by the Board of Directors during the month of April in each year.

                 SECTION 3.       SPECIAL MEETINGS.  The president, chief
executive officer or a majority of the Board of Directors may call special
meetings of the stockholders.  Special meetings of stockholders shall also be
called by the secretary of the Corporation upon the written request of the
holders of shares entitled to cast not less than twenty-five percent of all the
votes entitled to be cast at such meeting.  Such request shall state the
purpose of such meeting and the matters proposed to be acted on at such
meeting.  The secretary shall inform such stockholders of the reasonably
estimated cost of preparing and mailing notice of the meeting and, upon payment
to the Corporation by such stockholders of such costs, the secretary shall give
notice to each stockholder entitled to notice of the meeting.  Unless requested
by the stockholders entitled to cast a majority of all the votes entitled to be
cast at such 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 months.






                 SECTION 4.       NOTICE.  Not less than ten nor more than 90
days before each meeting of stockholders, the secretary shall give to each
stockholder entitled to vote at such meeting and to each stockholder not
entitled to vote who is entitled to notice of the meeting written or printed
notice stating the time and place of the meeting and, in the case of a special
meeting or as otherwise may be required by any statute, the purpose for which
the meeting is called, either by mail or by presenting it to such stockholder
personally or by leaving it at his residence or usual place of business.  If
mailed, such notice shall be deemed to be given when deposited in the United
States mail addressed to the stockholder at his post office address as it
appears on the records of the Corporation, with postage thereon prepaid.

                 SECTION 5.       SCOPE OF NOTICE.  Any business of the
Corporation may be transacted at an annual meeting of stockholders without
being specifically designated in the notice, except such business as is
required by any statute to be stated in such notice. No business shall be
transacted at a special meeting of stockholders except as specifically
designated in the notice.

                 SECTION 6.       QUORUM.  At any meeting of stockholders, the
presence in person or by proxy of stockholders entitled to cast a majority of
all the votes entitled to be cast at such meeting shall constitute a quorum;
but this section shall not affect any requirement under any statute or the
Charter of the Corporation for the vote necessary for the adoption of any
measure.  If, however, such quorum shall not be present at any meeting of the
stockholders, the stockholders entitled to vote at such meeting, present in
person or by proxy, shall have the power to adjourn the meeting from time to
time to a date not more than 120 days after the original record date without
notice other than announcement at the meeting.  At 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 notified.

                 SECTION 7.       VOTING.  A plurality of all the votes cast at
a meeting of stockholders duly called and at which a quorum is present shall be
sufficient to elect a director.  Each share may be voted for as many
individuals as there are directors to be elected and for whose election the
share is entitled to be voted.  A majority of the votes cast at a meeting of
stockholders duly called and at which a quorum is present shall be sufficient
to approve any other matter which may properly come before the meeting, unless
more than a majority of the votes cast is required by statute or by the Charter
of the Corporation. Unless otherwise provided in the Charter, each outstanding
share, regardless of class, shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders.

                 SECTION 8.       PROXIES.  A stockholder may vote the stock
owned of record by him, either in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney in fact.  Such proxy shall be
filed with the secretary of the Corporation before or at the time of the
meeting.  No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.





                                     -2-

                 SECTION 9.       VOTING OF STOCK BY CERTAIN HOLDERS.

                                  Stock registered in the name of a
corporation, partnership, trust or other entity, if entitled to be voted, may
be voted by the president or a vice president, a general partner or trustee
thereof, as the case may be, or a proxy appointed by any of the foregoing
individuals, unless some other person who has been appointed to vote such stock
pursuant to a bylaw or a resolution of the board of directors of such
corporation or other entity or agreement of the partners of a partnership
presents a certified copy of such bylaw, resolution or agreement, in which case
such person may vote such stock.  Any director or other fiduciary may vote
stock registered in his name as such fiduciary, either in person or by proxy.

                                  Shares of stock of the Corporation directly
or indirectly owned by it shall not be voted at any meeting and shall not be
counted in determining the total number of outstanding shares entitled to be
voted at any given time, unless they are held by it in a fiduciary capacity, in
which case they may be voted and shall be counted in determining the total
number of outstanding shares at any given time.

                                  The Board of Directors may adopt by
resolution a procedure by which a stockholder 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.  The
resolution shall set forth the class of stockholders who may make the
certification, the purpose for which the certification may be made, the form of
certification and the information to be contained in it; if the certification
is with respect to a record date or closing of the stock transfer books, the
time after the record date or closing of the stock transfer books within which
the certification must be received by the Corporation; and any other provisions
with respect to the procedure which the Board of Directors considers necessary
or desirable.  On receipt of such certification, the person specified in the
certification shall be regarded as, for the purposes set forth in the
certification, the stockholder of record of the specified stock in place of the
stockholder who makes the certification.

                 SECTION 10.      INSPECTORS.  At any meeting of stockholders,
the chairman of the meeting may, or upon the request of any stockholder shall,
appoint one or more persons as inspectors for such meeting. Such inspectors
shall ascertain and report the number of shares represented at the meeting
based upon their determination of the validity and effect of proxies, count all
votes, report the results and perform such other acts as are proper to conduct
the election and voting with impartiality and fairness to all the stockholders.

                                  Each report of an inspector shall be in
writing and signed by him or by a majority of them if there is more than one
inspector acting at such meeting.  If there is more than one inspector, the
report of a majority shall be the report of the inspectors.  The report of the
inspector or inspectors on the number of shares represented at the meeting and
the results of the voting shall be prima facie evidence thereof.





                                     -3-

                 SECTION 11.      VOTING BY BALLOT.  Voting on any question or
in any election may be viva voce unless the presiding officer shall order or
any stockholder shall demand that voting be by ballot.


                                 ARTICLE III

                                  DIRECTORS

                 SECTION 1.       GENERAL POWERS; QUALIFICATIONS.  The business
and affairs of the Corporation shall be managed under the direction of its
Board of Directors.

                 SECTION 2.       NUMBER, TENURE AND QUALIFICATIONS.  At any
regular meeting or at any special meeting called for that purpose, a majority
of the entire Board of Directors may establish, increase or decrease the number
of directors, provided that the number thereof shall never be less than three
nor more than 15, and further provided that the tenure of office of a director
shall not be affected by any decrease in the number of directors.  Each
director shall hold office for the term for which he is elected and until his
successor is elected and qualified.

                 SECTION 3.       NOTIFICATION OF NOMINATIONS.  Nominations for
the election of directors may be made by the Board of Directors or by any
shareholder entitled to vote for the election of directors, but in the case of
a nomination by a shareholder, only if such shareholder gives timely notice
thereof in proper written form to the Secretary of the Corporation.  To be
timely, a shareholder's notice shall be delivered to or mailed and received at
the principal offices of the Corporation not less than 30 days nor more than 60
days prior to the meeting; provided, however, that in the event that less than
40 days' notice or prior public disclosure of the date of the meeting is given
or made to shareholders, notice by the shareholder to be timely must be so
received not later than the close of business on the tenth day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made.  To be in proper written form, such shareholder's notice
shall set forth in writing (a) as to each person whom the shareholder proposes
to nominate for election or reelection as a director, all information relating
to such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required under the Securities Exchange
Act of 1934, as amended, including, without limitation, such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected; and (b) as to the shareholder giving the notice (i) the
name and address, as they appear on the Corporation's books, of such
shareholder and (ii) the class and number of shares of stock of the Corporation
which are beneficially owned by such shareholder.  At the request of the Board
of Directors, any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Corporation the information
required to be set forth in the shareholder's notice of nomination which
pertains to the nominee.  In the event that a shareholder seeks to nominate one
or more directors, the Secretary shall appoint two inspectors, who shall not be
affiliated with the Corporation, to determine whether a shareholder has
complied with this Section 3.  If the





                                     -4-

inspectors shall determine that a shareholder has not complied with this
Section 3, the inspectors shall direct the chairman of the meeting to declare
to the meeting that a nomination was not made in accordance with the procedures
prescribed by the By-laws of the Corporation, and the chairman shall so declare
to the meeting and the defective nomination shall be disregarded.

                 SECTION 4.       ANNUAL AND REGULAR MEETINGS.  An annual
meeting of the Board of Directors shall be held immediately after and at the
same place as the annual meeting of stockholders, no notice other than this
Bylaw being necessary.  The Board of Directors may provide, by resolution, the
time and place, either within or without the state of Maryland, for the holding
of regular meetings of the Board of Directors without other notice than such
resolution.

                 SECTION 5.       SPECIAL MEETINGS.  Special meetings of the
Board of Directors may be called by or at the request of the chairman of the
board (or any co-chairman of the board if more than one), president or by a
majority of the directors then in office.  The person or persons authorized to
call special meetings of the Board of Directors may fix any place, either
within or without the State of Maryland, as the place for holding any special
meeting of the Board of Directors called by them.

                 SECTION 6.       NOTICE.  Notice of any special meeting of the
Board of Directors shall be given by written notice delivered personally,
telegraphed or mailed to each Director at his business or residence address or
by telephone.  Personally delivered or telegraphed notices shall be given at
least two days prior to the meeting.  Notice by mail shall be given at least
five days prior to the meeting.  Telephone notice shall be given at least 24
hours prior to the meeting.  If mailed, such notice shall be deemed to be given
when deposited in the United States mail properly addressed, with postage
thereon prepaid.  If given by telegram, such notice shall be deemed to be given
when the telegram is delivered to the telegraph company.  Telephone notice
shall be deemed given when the Director is personally given such notice in a
telephone call to which he is a party.  Neither the business to be transacted
at, nor the purpose of, any annual, regular or special meeting of the Board of
Directors need be stated in the notice, unless specifically required by statute
or these Bylaws.

                 SECTION 7.       QUORUM.  A majority of the directors shall
constitute a quorum for transaction of business at any meeting of the Board of
Directors, provided that, if less than a majority of such directors are present
at said meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice, and provided further that if,
pursuant to the Charter of the Corporation or these Bylaws, the vote of a
majority of a particular group of directors is required for action, a quorum
must also include a majority of such group.

                 The Board of Directors present at a meeting which has been
duly called and convened may continue to transact business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.





                                     -5-

                 SECTION 8.       VOTING.  The action of the majority of the
directors present at a meeting at which a quorum is present shall be the action
of the Board of Directors, unless the concurrence of a greater proportion is
required for such action by applicable statute.

                 SECTION 9.       TELEPHONE MEETINGS.  Directors may
participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time.  Participation in a meeting by these means shall
constitute presence in person at the meeting.

                 SECTION 10.      INFORMAL ACTION BY DIRECTORS.  Any action
required or permitted to be taken at any meeting of the Board of Directors may
be taken without a meeting, if a consent in writing to such action is signed by
each director and such written consent is filed with the minutes of proceedings
of the Board of Directors.

                 SECTION 11.      VACANCIES.  If for any reason any or all the
directors cease to be directors, such event shall not terminate the Corporation
or affect these Bylaws or the powers of the remaining directors hereunder (even
if fewer than three directors remain).  Any vacancy on the Board of Directors
for any cause other than an increase in the number of directors shall be filled
by a majority of the remaining directors, although such majority is less than a
quorum. Any vacancy in the number of directors created by an increase in the
number of directors may be filled by a majority vote of the entire Board of
Directors.  Any individual so elected as director shall hold office for the
unexpired term of the director he is replacing, or, if elected as a result of
an increase in the number of directors, for the term for which he is elected
and until his successor is elected and qualifies.

                 SECTION 12.      COMPENSATION.  Directors shall not receive
any stated salary for their services as directors but, by resolution of the
Board of Directors, may receive fixed sums per year and/or per meeting.
Expenses and/or per visit of real property owned or to be acquired by the
Corporation and for any service or activity they performed or engaged in as
Directors.  Directors may be reimbursed for expenses of attendance, if any, at
each annual, regular or special meeting of the Board of Directors or of any
committee thereof and for their expenses, if any, in connection with each
property visit and any other service or activity performed or engaged in as
Directors; but nothing herein contained shall be construed to preclude any
directors from serving the Corporation in any other capacity and receiving
compensation therefor.

                 SECTION 13.      REMOVAL OF DIRECTORS.  Unless the Charter of
the Corporation provides otherwise, the stockholders may, at any time, remove
any director, with or without cause, by the affirmative vote of a majority of
all the votes entitled to be cast on the matter and may elect a successor to
fill any resulting vacancy for the balance of the term of the removed director.





                                     -6-

                 SECTION 14.      INTERESTED DIRECTOR TRANSACTIONS. Unless the
Charter of the Corporation provides otherwise and except as otherwise required
by law, any transactions between the Company and any of its directors,
officers, or affiliates, or between the Company an any other corporation, firm,
or other entity in which any of its directors is a director or has a material
financial interest shall be approved by a majority of the disinterested
directors, even if the disinterested directors constitute less than a quorum.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or a committee of the Board of
Directors, as the case may be, at which the contract or transaction is
authorized, approved, or ratified.  For purposes of this Section 14, the term
'disinterested director' shall mean any member of the Board of Directors who is
not affiliated with any seller of properties to the Company.  For this purpose,
an 'affiliate' of the Company shall mean a person who is an officer, director,
or employee of a seller or who beneficially owns five percent or more of any
class of equity securities of the seller or of any entity that controls, is
controlled by, or is under common control with, a seller, or a member of whose
immediate family has one of the foregoing relationships with a seller.

                 SECTION 15.      LOSS OF DEPOSITS.  No director shall be
liable for any loss which may occur by reason of the failure of the bank, trust
company, savings and loan association, or other institution with whom moneys or
stock have been deposited.

                 SECTION 16.      SURETY BONDS.  Unless required by law, no
director shall be obligated to give any bond or surety or other security for
the performance of any of his duties.

                 SECTION 17.      RELIANCE.  Each director, officer, employee
and agent of the Corporation shall, in the performance of his duties with
respect to the Corporation, be fully justified and protected with regard to any
act or failure to act in reliance in good faith upon the books of account or
other records of the Corporation, upon an opinion of counsel or upon reports
made to the Corporation by any of its officers or employees or by the adviser,
accountants, appraisers or other experts or consultants selected by the Board
of Directors or officers of the Corporation, regardless of whether such counsel
or expert may also be a director.

                 SECTION 18.      CERTAIN RIGHTS OF DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS.  The directors shall have no responsibility to devote
their full time to the affairs of the Corporation.  Any director or officer,
employee or agent of the Corporation, in his personal capacity or in a capacity
as an affiliate, employee, or agent of any other person, or otherwise, may have
business interests and engage in business activities similar to or in addition
to those of or relating to the Corporation.





                                     -7-

                                  ARTICLE IV

                                  COMMITTEES

                 SECTION 1.       NUMBER, TENURE AND QUALIFICATIONS.  The Board
of Directors may appoint from among its members an Executive Committee, an
Audit Committee and other committees, composed of two or more directors, to
serve at the pleasure of the Board of Directors.

                 SECTION 2.       POWERS.  The Board of Directors may delegate
to committees appointed under section 1 of this Article any of the powers of
the Board of Directors, except as prohibited by law.

                 SECTION 3.       MEETINGS.  In the absence of any member of
any such committee, the members thereof present at any meeting, whether or not
they constitute a quorum, may appoint another director to act in the place of
such absent member.

                 SECTION 4.       TELEPHONE MEETINGS.  Members of a committee
of the Board of Directors may participate in a meeting by means of a conference
telephone or similar communications equipment if all persons participating in
the meeting can hear each other at the same time.  Participation in a meeting
by these means shall constitute presence in person at the meeting.

                 SECTION 5.       INFORMAL ACTION BY COMMITTEES.  Any action
required or permitted to be taken at any meeting of a committee of the Board of
Directors may be taken without a meeting, if a consent in writing to such
action is signed by each member of the committee and such written consent is
filed with the minutes of proceedings of such committee.


                                  ARTICLE V

                                   OFFICERS

                 SECTION 1.       GENERAL PROVISIONS.  The officers of the
Corporation shall include a chief executive officer, a president, a secretary
and a treasurer and may include a chairman of the board (or one or more
co-chairmen of the board), a vice chairman of the board, one or more vice
presidents, a chief operating officer, a chief financial officer, a treasurer,
one or more assistant secretaries and one or more assistant treasurers.  In
addition, the Board of Directors may from time to time appoint such other
officers with such powers and duties as they shall deem necessary or desirable.
The officers of the Corporation shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of stockholders, except that the chief executive officer may appoint
one or more vice presidents, assistant secretaries and assistant treasurers.
If the election of officers shall not be held at such meeting, such election
shall be held as soon thereafter as may be convenient.  Each





                                     -8-

officer shall hold office until his successor is elected and qualifies or until
his death, resignation or removal in the manner hereinafter provided.  Any two
or more offices except president and vice president may be held by the same
person.  In its discretion, the Board of Directors may leave unfilled any
office except that of president, treasurer and secretary.  Election of an
officer or agent shall not of itself create contract rights between the
Corporation and such officer or agent.

                 SECTION 2.       REMOVAL AND RESIGNATION.  Any officer or
agent of the Corporation may be removed by the Board of Directors if in its
judgment the best interests of the Corporation would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed.  Any officer of the Corporation may resign at any time by
giving written notice of his resignation to the Board of Directors, the
chairman of the board (or any co-chairman of the board if more than one), the
president or the secretary.  Any resignation shall take effect at any time
subsequent to the time specified therein or, if the time when it shall become
effective is not specified therein, immediately upon its receipt.  The
acceptance of a resignation shall not be necessary to make it effective unless
otherwise stated in the resignation.  Such resignation shall be without
prejudice to the contract rights, if any, of the Corporation.

                 SECTION 3.       VACANCIES.  A vacancy in any office may be
filled by the Board of Directors for the balance of the term.

                 SECTION 4.       CHIEF EXECUTIVE OFFICER.  The Board of
Directors may designate a chief executive officer.  In the absence of such
designation, the chairman of the board (or, if more than one, the co-chairmen
of the board in the order designated at the time of their election or, in the
absence of any designation, then in the order of their election) shall be the
chief executive officer of the Corporation.  The chief executive officer shall
have general responsibility for implementation of the policies of the
Corporation, as determined by the Board of Directors, and for the management of
the business and affairs of the Corporation.

                 SECTION 5.       CHIEF OPERATING OFFICER.  The Board of
Directors may designate a chief operating officer.  The chief operating officer
shall have the responsibilities and duties as set forth by the Board of
Directors or the chief executive officer.

                 SECTION 6.       CHIEF FINANCIAL OFFICER.  The Board of
Directors may designate a chief financial officer.  The chief financial officer
shall have the responsibilities and duties as set forth by the Board of
Directors or the chief executive officer.

                 SECTION 7.       CHAIRMAN OF THE BOARD.  The Board of
Directors shall designate a chairman of the board (or one or more co-chairmen
of the board).  The chairman of the board shall preside over the meetings of
the Board of Directors and of the stockholders at which he shall be present.
If there be more than one, the co-chairmen designated by the Board of Directors
will perform such duties.  The chairman of the board shall perform such other
duties as may be assigned to him or them by the Board of Directors.





                                     -9-

                 SECTION 8.       PRESIDENT.  The president or chief executive
officer, as the case may be, shall in general supervise and control all of the
business and affairs of the Corporation.  In the absence of a designation of a
chief operating officer by the Board of Directors, the president shall be the
chief operating officer.  He may execute any deed, mortgage, bond, contract or
other instrument, except in cases where the execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation or shall be required by law to be otherwise
executed; and in general shall perform all duties incident to the office of
president and such other duties as may be prescribed by the Board of Directors
from time to time.

                 SECTION 9.       VICE PRESIDENTS.  In the absence of the
president or in the event of a vacancy in such office, the vice president (or
in the event there be more than one vice president, the vice presidents in the
order designated at the time of their election or, in the absence of any
designation, then in the order of their election) shall perform 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; and shall perform such other duties as
from time to time may be assigned to him by the president or by the Board of
Directors.  The Board of Directors may designate one or more vice presidents as
executive vice president or as vice president for particular areas of
responsibility.

                 SECTION 10.      SECRETARY.  The secretary shall (a) keep the
minutes of the proceedings of the stockholders, the Board of Directors and
committees of the Board of Directors in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the trust
records and of the seal of the Corporation; (d) keep a register of the post
office address of each stockholder which shall be furnished to the secretary by
such stockholder; (e) have general charge of the share transfer books of the
Corporation; and (f) in general perform such other duties as from time to time
may be assigned to him by the chief executive officer, the president or by the
Board of Directors.

                 SECTION 11.      TREASURER.  The treasurer shall have the
custody of the funds and securities of the Corporation and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors.  In the absence of a designation of a chief
financial officer by the Board of Directors, the treasurer shall be the chief
financial officer of the Corporation.

                 The treasurer shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the president and Board of Directors, at the
regular meetings of the Board of Directors or whenever it may so require, an
account of all his transactions as treasurer and of the financial condition of
the Corporation.





                                     -10-

                 If required by the Board of Directors, the treasurer shall
give the Corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration to the Corporation, in case of
his death, resignation, retirement or removal from office, of all books,
papers, vouchers, moneys and other property of whatever kind in his possession
or under his control belonging to the Corporation.

                 SECTION 12.      ASSISTANT SECRETARIES AND ASSISTANT
TREASURERS.  The assistant secretaries and assistant treasurers, in general,
shall perform such duties as shall be assigned to them by the secretary or
treasurer, respectively, or by the president or the Board of Directors.  The
assistant treasurers shall, if required by the Board of Directors, give bonds
for the faithful performance of their duties in such sums and with such surety
or sureties as shall be satisfactory to the Board of Directors.

                 SECTION 13.      SALARIES.  The salaries of the officers shall
be fixed from time to time by the Board of Directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director.


                                  ARTICLE VI

                    CONTRACTS, LOANS, CHECKS AND DEPOSITS

                 SECTION 1.       CONTRACTS.  The Board of Directors may
authorize any officer or agent to enter into any contract or to execute and
deliver any instrument in the name of and on behalf of the Corporation and such
authority may be general or confined to specific instances.  Any agreement,
deed, mortgage, lease or other document executed by one or more of the
directors or by an authorized person shall be valid and binding upon the Board
of Directors and upon the Corporation when authorized or ratified by action of
the Board of Directors.

                 SECTION 2.       CHECKS AND DRAFTS.  All checks, drafts or
other orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation shall be signed by such officer or
officers, agent or agents of the Corporation in such manner as shall from time
to time be determined by the Board of Directors.

                 SECTION 3.       DEPOSITS.  All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the Board
of Directors may designate.





                                     -11-

                                  ARTICLE VII

                                     STOCK

                 SECTION 1.       CERTIFICATES.  Each stockholder shall be
entitled to a certificate or certificates which shall represent and certify the
number of shares of each class of stock held by him in the Corporation.  Each
certificate shall be signed by the chief executive officer, the president or a
vice president and countersigned by the secretary or an assistant secretary or
the treasurer or an assistant treasurer and may be sealed with the seal, if
any, of the Corporation. The signatures may be either manual or facsimile.
Certificates shall be consecutively numbered; and if the Corporation shall,
from time to time, issue several classes of stock, each class may have its own
number series.  A certificate is valid and may be issued whether or not an
officer who signed it is still an officer when it is issued. Each certificate
representing shares which are restricted as to their transferability or voting
powers, which are preferred or limited as to their dividends or as to their
allocable portion of the assets upon liquidation or which are redeemable at the
option of the Corporation, shall have a statement of such restriction,
limitation, preference or redemption provision, or a summary thereof, plainly
stated on the certificate.  If the Corporation has authority to issue stock of
more than one class, the certificate shall contain on the face or back a full
statement or summary of the designations and any preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends and
other distributions, qualifications and terms and conditions of redemption of
each class of stock and, if the Corporation is authorized to issue any
preferred or special class in series, the differences in the relative rights
and preferences between the shares of each series to the extent they have been
set and the authority of the Board of Directors to set the relative rights and
preferences of subsequent series.  In lieu of such statement or summary, the
certificate may state that the Corporation will furnish a full statement of
such information to any stockholder upon request and without charge.  If any
class of stock is restricted by the Corporation as to transferability, the
certificate shall contain a full statement of the restriction or state that the
Corporation will furnish information about the restrictions to the stockholder
on request and without charge.

                 SECTION 2.       TRANSFERS.  Upon surrender to the Corporation
or the transfer agent of the Corporation of a stock certificate for stock duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, the Corporation shall issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
upon its books.

                 The Corporation shall be entitled to treat the holder of 
record of any share of stock as the holder in fact thereof and, accordingly, 
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall 
have express or other notice thereof, except as otherwise provided by the laws
of the State of Maryland.





                                     -12-

                          Notwithstanding the foregoing, transfers of shares of 
any class of stock will be subject in all respects to the Charter of the 
Corporation and all of the terms and conditions contained therein.

                 SECTION 3.       REPLACEMENT CERTIFICATE.  Any officer
designated by the Board of Directors may direct a new certificate to be issued
in place of any certificate previously issued by the Corporation alleged to
have been lost, stolen or destroyed upon the making of an affidavit of that
fact by the person claiming the certificate to be lost, stolen or destroyed.
When authorizing the issuance of a new certificate, the officer designated by
the Board of Directors may, in his discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or the owner's legal representative to advertise the same in such
manner as he shall require and/or to give bond, with sufficient surety, to the
Corporation to indemnify it against any loss or claim which may arise as a
result of the issuance of a new certificate.

                 SECTION 4.       CLOSING OF TRANSFER BOOKS OR FIXING OF
RECORD.  The Board of Directors may set, in advance, a record date for the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or determining stockholders entitled to receive payment
of any dividend or the allotment of any other rights, or in order to make a
determination of stockholders for any other proper purpose.  such date, in any
case, shall not be prior to the close of business on the day the record date is
fixed and shall be not more than 90 days and, in the case of a meeting of
stockholders, not less than ten days, before the date on which the meeting or
particular action requiring such determination of stockholders is to be held or
taken.

                          In lieu of fixing a record date, the Board of
Directors may provide that the stock transfer books shall be closed for a
stated period but not longer than 20 days.  If the stock transfer books are
closed for the purpose of determining stockholders entitled to notice of or to
vote at a meeting of stockholders, such books shall be closed for at least ten
days before the date of such meeting.

                          If no record date is fixed and the stock transfer
books are not closed for the determination of stockholders, (a) the record date
for the determination of stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day on which
the notice of meeting is mailed or the 30th day before the meeting, whichever
is the closer date to the meeting; and (b) the record date for the
determination of stockholders entitled to receive payment of a dividend or an
allotment of any other rights shall be the close of business on the day on
which the resolution of the directors, declaring the dividend or allotment of
rights, is adopted.

                          When a determination of stockholders entitled to vote
at any meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, except where the
determination has been made through the closing of the transfer books and the
stated period of closing has expired.





                                     -13-

                 SECTION 5.       STOCK LEDGER.  The Corporation shall maintain
at its principal office or at the office of its counsel, accountants or
transfer agent, an original or duplicate share ledger containing the name and
address of each stockholder and the number of shares of each class held by such
stockholder.

                 SECTION 6.       FRACTIONAL STOCK; ISSUANCE OF UNITS.  The
Board of Directors may issue fractional stock or provide for the issuance of
scrip, all on such terms and under such conditions as they may determine.
Notwithstanding any other provision of the Charter or these Bylaws, the Board
of Directors may issue units consisting of different securities of the
Corporation.  Any security issued in a unit shall have the same characteristics
as any identical securities issued by the Corporation, except that the Board of
Directors may provide that for a specified period securities of the Corporation
issued in such unit may be transferred on the books of the Corporation only in
such unit.


                                 ARTICLE VIII
                                      
                               ACCOUNTING YEAR

                 The Board of Directors shall have the power, from time to
time, to fix the fiscal year of the Corporation by a duly adopted resolution.


                                   ARTICLE IX

                       DIVIDENDS AND OTHER DISTRIBUTIONS

                 SECTION 1.       AUTHORIZATION.  Dividends and other
distributions upon the stock of the Corporation may be authorized and declared
by the Board of Directors, subject to the provisions of law and the Charter of
the Corporation.  Dividends and other distributions may be paid in cash,
property or stock of the Corporation, subject to the provisions of law and the
Charter.

                 SECTION 2.       CONTINGENCIES.  Before payment of any
dividends or other distributions, there may be set aside out of any assets of
the Corporation available for dividends or other distributions such sum or sums
as the Board of Directors may from time to time, in its absolute discretion,
think proper as a reserve fund for contingencies, for equalizing dividends or
other distributions, for repairing or maintaining any property of the
Corporation or for such other purpose as the Board of Directors shall determine
to be in the best interest of the Corporation, and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.





                                     -14-


                                   ARTICLE X

                               INVESTMENT POLICY

                 Subject to the provisions of the Charter of the Corporation,
the Board of Directors may from time to time adopt, amend, revise or terminate
any policy or policies with respect to investments by the Corporation as it
shall deem appropriate in its sole discretion.


                                   ARTICLE XI

                                      SEAL

                 SECTION 1.       SEAL.  The Board of Directors may authorize
the adoption of a seal by the Corporation.  The seal shall contain the name of
the Corporation and the year of its organization and the words 'Incorporated
Maryland.' The Board of Directors may authorize one or more duplicate seals and
provide for the custody thereof.

                 SECTION 2.       AFFIXING SEAL.  Whenever the Corporation is
required to affix its seal to a document, it shall be sufficient to meet the
requirements of any law, rule or regulation relating to a seal to place the
word '(SEAL)' adjacent to the signature of the person authorized to execute the
document on behalf of the Corporation.


                                 ARTICLE XII
                                      
                  INDEMNIFICATION AND ADVANCES FOR EXPENSES

                 To the maximum extent permitted by Maryland law in effect from
time to time, the Corporation, without requiring a preliminary determination of
the ultimate entitlement to indemnification, shall indemnify and shall pay or
reimburse reasonable expenses in advance of final disposition of a proceeding
to (i) any individual who is a present or former director or officer of the
Corporation and who is made a party to the proceeding by reason of his service
in that capacity or (ii) any individual who, while a director of the
Corporation and at the request of the Corporation, serves or has served another
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise as a director, officer, partner or trustee of such
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise and who is made a party to the proceeding by reason of his service
in that capacity. The Corporation may, with the approval of its Board of
Directors, provide such indemnification and advancement of expenses to a person
who served as a predecessor of the Corporation in any of the capacities
described in (i) or (ii) above and to any employee or agent of the Corporation
or a predecessor of the Corporation.





                                     -15-

                 Neither the amendment nor repeal of this Article, nor the
adoption or amendment of any other provision of the Bylaws or Charter of the
Corporation inconsistent with this Article, shall apply to or affect in any
respect the applicability of the preceding paragraph with respect to any act or
failure to act which occurred prior to such amendment, repeal or adoption.


                                 ARTICLE XIII

                               WAIVER OF NOTICE

                 Whenever any notice is required to be given pursuant to the
Charter of the Corporation or these Bylaws or pursuant to applicable law, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted
at nor the purpose of any meeting need be set forth in the waiver of notice,
unless specifically required by statute.  The attendance of any person at any
meeting shall constitute a waiver of notice of such meeting, except where such
person attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                                      
                                 ARTICLE XIV
                                      
                             AMENDMENT OF BYLAWS

                 The Board of Directors shall have the exclusive power to
adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.





                                     -16-