Exhibit 3.4

                               ACADIA REALTY TRUST

                           Amendment No. 1 to By-laws

                            Effective March 15, 2005

                AMENDMENT to the By-laws (the "By-Laws") of Acadia Realty Trust
(the "Company") adopted by the Board of Trustees on March 4, 1993.

        WHEREAS, Article XIV of the By-Laws grant to the Trustees the exclusive
power to adopt, alter or repeal any provision of the By-Laws; and

        WHEREAS, the Trustees have determined that it is in the best interests
of the Company to shorten the notice period required for special meetings of the
Trustees and to otherwise update the methods by which notice may be given to
Trustees.

        NOW, THEREFORE, the By-Laws are hereby amended as follows:

        1. Article III, Section 4 of the By-Laws is hereby amended and restated
in its entirety as follows:

                "Section 4. NOTICE. Notice of any special meeting of the
                Trustees shall be delivered personally or by telephone,
                electronic mail, facsimile transmission, United States mail or
                courier to each Trustee at his or her business or residence
                address. Notice by personal delivery, telephone, electronic mail
                or facsimile transmission shall be given at least 24 hours prior
                to the meeting. Notice by United States mail shall be given at
                least three days prior to the meeting. Notice by courier shall
                be given at least two days prior to the meeting. Telephone
                notice shall be deemed to be given when the Trustee or his or
                her agent is personally given such notice in a telephone call to
                which the Trustee or his or her agent is a party. Electronic
                mail notice shall be deemed to be given upon transmission of the
                message to the electronic mail address given to the Trust by the
                Trustee. Facsimile transmission notice shall be deemed to be
                given upon completion of the transmission of the message to the
                number given to the Trust by the Trustee and receipt of a
                completed answer-back indicating receipt. Notice by United
                States mail shall be deemed to be given when deposited in the
                United States mail properly addressed, with postage thereon
                prepaid. Notice by courier shall be deemed to be given when
                deposited with or delivered to a courier properly addressed.
                Neither the business to be transacted at, nor the purpose of,
                any annual, regular or special meeting of the Trustees need be
                stated in the notice, unless specifically required by statute or
                these Bylaws."

        2. This Amendment was adopted by the Trustees to be effective on March
15, 2005.

                                                  /s/ Robert Masters
                                                  ------------------------------
                                                  Robert Masters, Secretary