Exhibit 1

                            SECOND AMENDMENT
                                    
                                   TO
                                    
                           ADVISORY AGREEMENT
                                     
          
               This Second amendment, dated May 10, 1993, to the
          Advisory Agreement between Prudential Realty Trust
          ("Trust") and The Prudential Realty Advisors, Inc.
          ("Advisor"), dated as of August 29, 1985, as amended
          May 14, 1987 ("Advisory Agreement").
          
               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 restating in its entirety
          subsection (1) of Section 2 of the Advisory Agreement
          which provides 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 Advisory hereby agree
          as follows:
          
          
               Section 2 (1) of the Advisory Agreement shall be
          amended in its entirety as follows:
          
               (1) have the authority and execute on behalf of
          the Trust either directly or through its affiliate, The
          Prudential Realty Group, a division of the Prudential
          Investment Corporation, leases of space owned by the
          Trust provided that:
          
                    (i)  Any lease to The Prudential Insurance
                              Company of America, or any affiliate thereof,
                              may not be authorized pursuant hereto. 
          
          
                    (ii)      Only persons of Director (Level 52)
                              or equivalent rank or higher may authorize or
                              execute any leases on behalf of the Trust.
          
          
                    (iii)     A Director (Level 52) may not
                              authorize leases in excess of 30,000 square
                              feet or having a term (including renewals) in
                              excess of 10 years.
          
          
                    (iv)      A Vice President (Level 54) may not
                              authorize leases in excess of 75,000 square
                              feet or having a term (including renewals) in
                              excess of 15 years.
          
                    (v)       A Senior Vice President or other
                              person at Level 56 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 25,000
                              square feet or with a primary term in excess
                              of 7 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 Second Amendment to be executed
          and delivered on its behalf as of the day first above
          written.
          
          
                                   PRUDENTIAL REALTY TRUST
          
          
                                   By: /s/ Joseph M. Selzer       
                                           Joseph M. Selzer,
                                           Trustee
                                   
          
                                   THE PRUDENTIAL REALTY                 
                                   ADVISORS, INC.
          
          
                                   By: /s/ Brian J. Strum         
                                           Brian J. Strum