Exhibit 1

                             FIRST AMENDMENT
                                    
                                   TO
                                    
                           ADVISORY AGREEMENT
     
     
          This First Amendment, dated May 14, 1987, to the
     Advisory Agreement between Prudential Realty Trust ("Trust")
     and The Prudential Realty Advisors, Inc. ("Advisor"), dated
     as of August 29, 1985.
          WHEREAS, Section 2 of the Advisory Agreement sets forth
     the duties of the Advisor, and
          WHEREAS, the Trust and the Advisor desire to amend the
     Advisory Agreement by adding thereto a new subsection (1) to
     Section 2 of the Advisory Agreement to provide for the
     authorization and execution of certain leases on behalf of
     the Trust by either the Advisor or an affiliate of the
     Advisor.
          NOW THEREFORE, the Trust and the Advisor hereby agree
     as follows:
          Section 2 of the Advisory Agreement shall be amended by
     adding thereto a new subsection (1) which shall provide as
     follows:
               "(1) have the authority to authorize and execute
               on behalf of the Trust either directly or through its
               affiliate, The Prudential Property Company, Inc.,
               leases of space owned by the Trust provided that:
          (i) Only persons of Director or equivalent rank or
               higher may authorize or execute any leases on behalf of
               the Trust.
          (ii) A person of Director or equivalent rank may not
               authorize leases in excess of 30,000 square feet or
               having a term (including renewals) in excess of 5
               years.
          (iii) A Functional Vice President in a Field Office may
               not authorize leases in excess of 50,000 square feet or
               having a term (including renewals) in excess of 10
               years.
          (iv) A Functional Vice President located in the
               Corporate Office and a Departmental Vice President may
               not authorize leases in excess of 100,000 square feet
               or having a term (including renewals) in excess of 30
               years.
          (v) An Executive Vice President or higher rank may not
               authorize leases in excess of 250,000 square feet or
               having a term (including renewals) in excess of 30
               years.
          (vi) Any lease in excess of 100,000 square feet or with
               a primary term in excess of 10 years must also be
               approved by an officer of the Trust.
     
          (vii) Regardless of the square footage or term, any
               single lease involving the entire square footage of
               Maple Plaza I or Maple Plaza II must be authorized by a
               majority of the Trustees.
     
          (viii) At each quarterly meeting of the Trustees of the
               Trust, the Advisor shall report to the Trustees, in
               summary fashion, all leases authorized since the period
               covered by the last report up to and including the
               period ending two weeks prior to the making of the
               current report.
          IN WITNESS WHEREOF, each of the Trust and the Advisor  
     has caused this First Amendment to be executed and delivered
     on its behalf as of the day first above written.
     
                              PRUDENTIAL REALTY TRUST
                              By: /s/ S. Gilmer Towell            
                                      S. Gilmer Towell
                                      Vice President, Secretary
          
                              THE PRUDENTIAL REALTY ADVISORS,INC.
                              By: /s/ Cher R. Zucker              
                                      Cher R. Zucker   
                                      Vice President