Exhibit 3(ii)(b)



                         MEDITRUST ACQUISITION COMPANY

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                          FIRST AMENDMENT TO BY-LAWS

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                         Adopted as of August 8, 1997


     Pursuant to that certain Action by Unanimous Written Consent of the
Trustees, dated August 8, 1997, the By-Laws of Meditrust Acquisition Company are
amended as follows:

1.   Section 4.2(b) is deleted and replaced with the following:

             (b)      Notwithstanding anything in Section 4.1 to the contrary,
                      immediately following the exchange by Meditrust of the
                      Original MAC Shares for a number of Shares equal to the
                      total number of Meditrust Shares (as defined herein)
                      outstanding as of the Record Date of the Spinoff, and
                      continuing thereafter until such time as the limitation on
                      transfer provided for in the Pairing Agreement between the
                      Trust and Meditrust shall be terminated in the manner
                      therein provided:

                      (i)    the Shares shall not be transferable, and shall not
                             be transferred on the records of the Trust, unless
                             (1) a simultaneous transfer is made by the same
                             transferor to the same transferee, or (2) such
                             transferor has previously arranged with Meditrust
                             for the transfer to the transferee, of a like
                             number of shares of Meditrust beneficial interest
                             without par value (the "Meditrust Shares") and such
                             shares are paired with one another.

                      (ii)   Ownership of Shares shall be evidenced by Meditrust
                             Shares. Each holder of Meditrust Shares shall be
                             deemed to own an equal number of Shares, which
                             shall be held in trust for the benefit of such
                             holders of Meditrust Shares.

                      (iii)  A conspicuous legend shall be placed on each
                             Meditrust Share certificate evidencing ownership of
                             Meditrust Shares and Shares issued after the Record
                             Date of the Spinoff, referring to the restrictions
                             or transfer set forth in the Pairing Agreement.