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                                                                    Exhibit 3.5

                    Amendment to Amended and Restated Bylaws
                    ----------------------------------------

         The Amended and Restated By-Laws of American Asset Advisers Trust, Inc.
(dated January 15, 1995) are amended as of June 14, 1996 as follows:

         The first sentence of Article II, Section 2.02 is hereby amended in its
entirety to read as follows:

"Annual meetings of Stockholders shall be held on such date and time as shall be
fixed by the Board of Directors and stated in the notice of meeting, but in no
event less than thirty (30) days nor more than sixty-one (61) days following the
distribution of the Annual Report to the Stockholders of the Company pursuant to
Section 7.03 hereof, at which the Stockholders shall elect a Board of Directors
and may transact any business within the powers of the Company."

         The third paragraph of Article II, Section 2.06 is hereby deleted in
its entirety.

         The phrase "Articles of Incorporation of the Company or its" is hereby
deleted from the fourth paragraph of Article II, Section 2.06, Part (a).

         The phrase "Articles of Incorporation or" is hereby deleted from the
second paragraph of Article III, Section 3.08, Part (a).

         The first sentence of the first paragraph of Article VI, Section 6.01
is hereby amended in its entirety to read as follows:

         "Certificates. Actual issuance of a certificate or certificates
evidencing the number and kind and class of shares owned by a Stockholder is
optional. The Company may not issue certificates unless it receives a request in
writing to do so (together with payment of a Five Dollar ($5.00) administrative
charge, to the extent permitted by law)."

         The following sentence is hereby added to the end of Article III,
Section 3.05:

         "The Directors shall devote such time to the affairs of the Company as
they, within their sole discretion, exercised in good faith, determine to be
necessary for the benefit of the Company and the Stockholders of the Company."
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         The following sentence is hereby added to the end of Article V, Section
5.13:

         "The Officers shall devote such time to the affairs of the Company as
they, within their sole discretion, exercised in good faith, determine to be
necessary for the benefit of the Company and the Stockholders of the Company."