EXHIBIT 4




                    WASHINGTON REAL ESTATE INVESTMENT TRUST

                                    BY-LAWS

                            AS ADOPTED APRIL 5, 1996
                                    BY-LAWS

I.               Any nomination of a proposed 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 Distribution 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.             The nomination of a proposed trustee by the trustees must be
                 made by a majority of all trustees then in office, and all
                 trustees present including nominees shall vote on nominations.

IV.              The President, any Vice President and any other officer or
                 agent of the Trust as the trustees shall designate shall be
                 authorized to execute any deed, mortgage, lease, contract or
                 other instrument or agreement on behalf of the Trust.

V.               No person shall be nominated or elected as a trustee after
                 such person's 72nd birthday.

VI.              All trustees first elected on or after April 5, 1996 shall
                 tender their resignation as a Trustee upon their 72nd
                 birthday.

VII.             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 the trustees deem
                 necessary.

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

IX.              The trustees 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.

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

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

XII.             Annual meetings of the shareholders shall be held at a
                 convenient location on proper notice to shareholders following
                 delivery of the annual report.  Special meetings of the
                 shareholders shall be called at any time and place when
                 ordered by the President of





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                 the Trust or a majority of the Trustees, or upon the written
                 request of the holders of 25% of the outstanding shares,
                 specifying the purpose or purposes for which such meeting is
                 called.

XIII.            Notice of all meetings of the shareholders shall be given by a
                 trustee or other officer by mail to each shareholder at his
                 registered address, mailed at least fourteen (14) days before
                 the meeting.  No business shall be transacted at any special
                 meeting of shareholders unless notice of such business has
                 been given in the call for the meeting.  Any adjourned meeting
                 may be held as adjourned without further notice.

XIV.             Notice of all meetings of trustees shall be given to all
                 trustees not less than three (3) days before the meeting.





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