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                                                                     EXHIBIT 3.2

                          Amendment to the Articles of
                  Incorporation of American Realty Trust, Inc.

       Pursuant to the Unanimous Written Consent of The Board  of Directors of
American Realty Trust, Inc.  (the "Corporation") dated July 21, 1989 and the
approval of the shareholders of the Corporation on August 14, 1989, such
shareholder approval being in accordance with Section 14-2-1003 of the Georgia
Business Corporation Code, the Articles of Incorporation of the Corporation are
hereby amended by deleting the first paragraph of Article Five in its entirety
and replacing it with the following:

              The Corporation shall have authority exercisable by its Board of
              Directors to issue not more than 50,000,000 shares of common
              voting stock, $2.00 par value per share (the "Common Stock"), and
              20,000,000 shares of a special class of stock, $2.00 par value
              per share (the "Special Stock"), which shall be designated as the
              Board of Directors may determine and which may be issued in
              series by the Board of Directors as hereinafter provided.
              Preferences, limitations, and relative rights with respect to the
              shares of each class of stock of the Corporation shall be as
              hereinafter set forth:


       The foregoing amendment with respect to the Common Stock of the
Corporation was approved to effect a one-for-two reverse split of the
Corporation's shares of Common Stock, $1.00 par value per share. Such split
will be implemented by requiring each holder of shares of Common Stock, $1.00
par value per share, to exchange his or her certificates representing such
shares for new certificates representing one share of Common Stock, $2.00 par
value per share, on the basis of two shares of Common Stock, $1.00 par value
per share, for one share
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of Common Stock, $2.00 par value per share. Share- holders who would otherwise
be entitled to receive fractional shares of Common Stock, $2.00 par value per
share, will receive cash in lieu thereof, computed at the average of the mean
of the high and low closing prices of the Common Stock, $1.00 par value per
share, as reported on the New York Stock Exchange Composite Tape for the 15
trading days immediately preceding the effective date of this Amendment.

       The foregoing amendment to Article Five shall be effective at the close
of business on September 15, 1989.

       IN WITNESS WHEREOF, I have hereunto set my hand.





                                           /s/ William S. Friedman
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                                           William S. Friedman
                                           Vice President and Treasurer
                                           American Realty Trust, Inc.