EXHIBIT 3(b)(ii)

                       UNITED DOMINION REALTY TRUST, INC.
                               BOARD OF DIRECTORS
                                  RESOLUTIONS

                          First Amendment to Bylaws of
                       United Dominion Realty Trust, Inc.

                           Adopted February 20, 1996

RESOLVED,  that the Board of Directors of United Dominion Realty Trust,  Inc., a
Virginia  corporation  (the  "Company")  does hereby approve an amendment to the
bylaws of the Trust to allow for the  record  date to occur no more than 70 days
prior to the annual meeting of  shareholders  as provided by ss. 13.1-714 of the
Virginia Stock Corporation Act;

FURTHER RESOLVED, that the amendment be effective as of January 30, 1996; and

FURTHER  RESOLVED,  that  paragraph  3 of the  Company's  bylaws are amended and
restated, as follows:

                  The  transfer of books for shares of stock of the  corporation
         may be closed by order of the Board of Directors  for not  exceeding 70
         days for the purpose of determining  stockholders entitled to notice of
         or to vote at any meeting of stockholders or any adjournment thereof or
         entitled  to  receive  payment  of any  dividend  or in order to make a
         determination of stockholders for any other purpose. In lieu of closing
         the stock transfer  books,  the Board of Directors may fix in advance a
         date as the record  date for any such  determination  of  stockholders,
         such date to be not more than 70 days  preceding  the date on which the
         particular  action requiring such  determination of the stockholders is
         to be taken.