WASHINGTON REAL ESTATE INVESTMENT TRUST

                             ARTICLES OF AMENDMENT


      Washington Real Estate Investment Trust, a Maryland real estate investment
trust (the ATrust@), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

      FIRST:  Section 10.1 of the Trust's Declaration of Trust is hereby amended
to read as follows:

      The provisions of this Declaration of Trust may be amended by a vote of
      the holders of a majority of shares, or by a vote of two-thirds of the
      Trustees in any manner necessary to enable the Trust to continue to
      qualify as a real estate investment trust under the Code or Title 8 of the
      Corporation and Associations Article of the Annotated Code of Maryland.
      The Trust may be terminated by the vote of the Trustees with the approval
      of the holders of a majority of shares. Notwithstanding the foregoing (and
      notwithstanding the fact that some lesser percentage may be permitted by
      law), the affirmative vote of the holders of 70% or more of the
      outstanding shares of the Trust entitled to vote generally in the election
      of Trustees shall be required to amend or repeal Sections 5.8, 5.10, 8.1,
      8.2, this Section 10.1, or Article 15 of the Declaration of Trust.


      SECOND:  Section  14.3 of the Trust's Declaration of Trust is hereby
amended to read as follows:

      The Trust may invest in United States government obligations, state or
      municipal obligations, mortgages, commercial paper, or similar
      investments, as a means of providing for contingencies and future
      purchases. Such investments will not be in amounts that would, in the
      opinion of counsel for the Trust, disqualify the Trust for treatment as a
      Areal estate investment trust@ under the Code and Regulations thereunder.


      THIRD:  Section 14.6 of the Trust's Declaration of Trust is hereby amended
to read as follows:

      The Trust may not (1) engage in any short sale, (2) engage in trading as
      compared with investment activities, (3) issue redeemable securities as
      that term is defined in the Investment Company Act of 1940, (4) engage in
      distribution of securities issued by others, or (5) engage in underwriting
      securities of other issuers.


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      FOURTH: The Board of Trustees of the Trust, at a meeting duly called and
held on April 23, 1998, adopted a resolution which approved the foregoing
amendments to the Declaration of Trust and directed that such amendments be
submitted for approval by the shareholders of the Trust.

      FIFTH: The shareholder of the Trust, voting at a meeting duly called and
held on June 24, 1998 and on September 17, 1998, (i) adopted a resolution which
approved and adopted the amendment to Section 10.1 of the Declaration of Trust
by a vote of more than seventy percent of the issued and outstanding shares of
beneficial interest of the Trust entitled to vote thereon and (ii) adopted a
resolution which approved and adopted the amendments to Sections 14.3 and 14.6
of the Declaration of Trust by a vote of a majority of the issued and
outstanding shares of beneficial interest of the Trust entitled to vote thereon.

      SIXTH: The undersigned, President and Chief Executive Officer of
Washington Real Estate Investment Trust, hereby acknowledges these Articles of
Amendment to be that act of the Trust and further certifies that, to the best of
his knowledge, information and belief, the matters and facts set forth therein
are true in all material respects, under the penalties of perjury.

      IN WITNESS WHEREOF, the Trust has caused these Articles of Amendment to be
signed in its name and on its behalf by its President and Chief Executive
Officer and attested to by its Secretary on this 21st day of September, 1998.

                                   WASHINGTON REAL ESTATE
ATTEST:                            INVESTMENT TRUST


By:   /s/ Laura M. Franklin        By:   /s/ Edmund B. Cronin, Jr.
      _____________________              ___________________________
      Laura M. Franklin                  Edmund B. Cronin, Jr.
      Secretary                          President and Chief Executive Officer



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