AMENDMENT TO THE BYLAWS

                                       OF

                    HOMEPLEX MORTGAGE INVESTMENTS CORPORATION


         This Amendment (this "Amendment") to the Homeplex Mortgage  Investments
Corporation  (the "Company")  Bylaws (the "Bylaws"),  is made as of December 16,
1996.

         WHEREAS,  the Board of  Directors  of the  Company  believes  that this
Amendment  is in the best  interest of the Company and the Board or Directors of
the Company has authorized  and duly adopted this  Amendment in accordance  with
the Bylaws.

         NOW, THEREFORE, the Bylaws are hereby amended as follows:

1.       The first  sentence  of Article  II,  Section 2 of the Bylaws is hereby
amended to read in its entirety as follows:

         "The number of directors of the Corporation shall be fixed at five (5),
and the number of directors  may not be changed  except with the approval of the
shareholders."

2.       Article XII is hereby  amended to add a new section as the last section
of Article XII, as follows:

         "Without  prior  approval of the  shareholders,  the board of directors
will not take any action or omit to take any action  which would cause or result
in failure of the  corporation  to qualify  as a real  estate  investment  trust
within the meaning of the Internal  Revenue Code of 1986, as amended (a "REIT").
The board of directors shall cause the corporation to exercise all of its rights
to prevent transfer of shares, or to redeem shares, to cause the corporation not
to fail to quality  as a REIT.  This  Section  may not be  amended  without  the
approval of the shareholders in accordance with Article XII."