WASHINGTON REAL ESTATE INVESTMENT TRUST

                              ARTICLES OF AMENDMENT


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

         FIRST: Section 5.8 of the Trust's Declaration of Trust is hereby
amended to read as follows:

         Subject to Section 5.11, if any person, corporation, partnership, trust
         or any other  legal  entity is or  becomes  at any time the  beneficial
         owner,  directly or  indirectly,  of more than ten percent (10%) of the
         outstanding  shares, or if the tax status of the Trust under Public Law
         86-779 or any other tax statute or  regulation  is or can be endangered
         by the  purchase or  retention  of shares by any  person,  corporation,
         partnership,  trust or any other legal  entity,  the  Trustees  may, in
         their sole  discretion,  refuse to sell,  transfer or deliver shares to
         such  person or entity,  or, may  repurchase  any or all shares held by
         such  person or entity at cost or at the last sale  price of a share as
         of the date  immediately  preceding  the day on which  the  demand  for
         repurchase is mailed,  whichever price is higher.  After the mailing of
         the demand for repurchase, the shares may be cancelled upon the records
         of the  Trust by the  order of the  Trustees  and the  Trust  shall pay
         promptly for such shares as above determined.

         SECOND: The first paragraph of Section 5.10 of the Trust's Declaration
of Trust is hereby amended to read as follows:

         Subject to Section 5.11, if the Trustees  shall at any time and in good
         faith be of the opinion that direct or indirect  ownership of shares of
         this  Trust has or may become  concentrated  to an extent  which  would
         cause any rent to be paid to this Trust by a "sister  corporation,"  if
         one existed,  to fail to qualify or be  disqualified  as rent from real
         property by virtue of Section 856(d)(2)(B) of the Internal Revenue Code
         of 1954 (the  "Code"),  or similar  provisions  of successor  statutes,
         pertaining  to  the  qualification  of  this  Trust  as a  real  estate
         investment  trust,  trustees  shall  have the power (1) by lot or other
         means  deemed   equitable  by  them  to  call  for  purchase  from  any
         shareholder  of this Trust such number of shares as shall be sufficient
         in the  opinion  of the  Trustees  to  maintain  or bring the direct or
         indirect  ownership  of shares of this Trust into  conformity  with the
         requirements of said Section 856(d)(2)(B) pertaining to this Trust, and
         (2) to refuse to register  the  transfer of shares to any person  whose
         acquisition  of such  shares  would,  in the  opinion of the  Trustees,
         result in this Trust  being  unable to conform to the  requirements  of
         said  Section  856(d)(2)(B).  For  purposes of this  Section,  the term
         "sister corporation" means a corporation, the shares of which are owned
         by  exactly  or  substantially  the  same  persons  and in  exactly  or
         substantially  the same  numbers as are the shares of this Trust.  This
         Section shall apply even if a "sister  corporation"  does not exist (1)
         at the time the Trustees determine that the ownership of shares of this
         Trust  has or may


         become so concentrated, or (2) at the time the Trustees call shares for
         purchase or refuse to register the transfer of shares.

         THIRD:  The Trust's Declaration of Trust is hereby amended to add a new
Section 5.11 to read as follows:

         Nothing  in  these  Articles  shall  preclude  the  settlement  of  any
         transaction  entered  through  the  facilities  of the New  York  Stock
         Exchange  or  any  other  national  securities  exchange  or  automated
         inter-dealer  quotation  system.  The fact that the  settlement  of any
         transaction  occurs shall not negate the effect of any other  provision
         of these Articles.

         FOURTH:  The Board of Trustees of the Trust,  at a meeting  duly called
and held on March 30, 1999,  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 May 24, 1999,  adopted a resolution  which  approved and adopted the
amendments 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.

         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 24th day of June, 1999.

                                     WASHINGTON REAL ESTATE
ATTEST:                              INVESTMENT TRUST


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