Exhibit (d) (3)


                                AMENDMENT TO THE
                          MARGIN STOCK PLEDGE AGREEMENT



This Amendment to the Margin Stock Pledge  Agreement  dated March 1, 2000 by and
among Peter D. Anzo  ("Pledgor") and Watts Agent,  L.P.  ("Lender") is made this
1st day of March, 2000 ("Amendment").

It is hereby  agreed that for purposes of  Paragraph 2. Margin  Covenants of the
above referenced  agreement the definition of "Market Value" of the Vinings REIT
Pledged Stock shall be deemed to be $4.00 per common share. Provided however, in
the case of a stock  split or  reverse  stock  split the Market  Value  shall be
adjusted accordingly.

IN WITNESS  WHEREOF,  the parties hereto have executed and sealed this Amendment
the day and year first written above.



/s/ Stephanie A. Reed                            /s/ Peter D. Anzo
_______________________________             _____________________________(SEAL)
WITNESS                                              PETER D. ANZO





                                  WATTS AGENT, L.P.

                                  By:  Watts Enterprises, Inc., General Partner



/s/ Martin H. Petersen                 /s/ Gilbert H. Watts, Jr.
______________________________    By:  _______________________________
WITNESS                                 Gilbert H. Watts, Jr., President