WASHINGTON REAL ESTATE INVESTMENT TRUST

                                    BY-LAWS

                           AS ADOPTED MARCH 11, 1975
                                    BY-LAWS


I.       Any nomination of a trustee made by a shareholder (who is not a
         trustee) shall be made in writing to the trustees and received on or
         before April 15 of any year together with a statement setting forth
         reasons why the Trust would benefit from the election of such nominee.

II.      The funds in the accounts of the Trust which represent unclaimed Cash
         Distributions to Shareholders shall be held by the Trust in trust for
         the shareholder without interest and may be used by the Trust in any
         manner it deems appropriate.

III.     No merger of the Trust or sale of substantially all of the assets of
         the Trust shall be valid unless approved by a majority of the
         Trustees.

IV.      The nomination of an existing trustee for another term must be made by
         a majority of all trustees then in office, and all trustees present
         including nominees shall vote on nominations.

V.       Only United States citizens shall be nominated as trustees.

VI.      The trustees may, at the expense of the Trust, procure such Directors
         and Officers Liability Insurance Policies or Errors and Omissions
         Policies of Insurance or both on themselves and officers and employees
         of the Trust as they deem necessary.

VII.     A proxy given by a shareholder shall not be valid after one year from
         the date hereof.

VIII.    The trustee may, in advance of any annual or special meeting of the
         shareholders, prescribe additional regulations concerning the manner
         of execution and filing of proxies and validation of the same, which
         are intended to be voted at any such meeting.

IX.      Proxies for annual meetings shall be kept by the Secretary until the
         next annual meeting and thereafter destroyed.

X.       By-laws may be amended at any time by a majority of all trustees after
         ten days written notice of proposed changes.