Exhibit 3.2

                          BEACON CAPITAL PARTNERS, INC.

                            CERTIFICATE OF CORRECTION

                                       OF

                        AMENDED ARTICLES OF INCORPORATION

THIS IS TO CERTIFY THAT:

         FIRST: The title of the document being corrected is Amended Articles of
Incorporation.

         SECOND: The Amended Articles of Incorporation of Beacon Capital
Partners, Inc., a Maryland corporation (the "Corporation"), were filed with the
State Department of Assessments and Taxation of Maryland on March 17, 1998.

         THIRD:  The provisions of the Amended Articles of Incorporation which
are to be corrected and the corrections thereto are set forth below.

                  1. Article VI, Section 6.5 Resignation or Removal of
         Directors, shall be corrected as follows:

         The word "Preferred" shall be deleted from the fifth line of Article
         VI, Section 6.5.
                  2. Article VI, Section 6.6 Vacancies, currently reads as
         follows:

                  6.6 Vacancies. Subject to the rights, if any, of the holders
         of any series of Preferred Stock to elect Directors and to fill
         vacancies in the Board of Directors relating thereto, any and all
         vacancies in the Board of Directors, however occurring, including,
         without limitation, by reason of an increase in size of the Board of
         Directors, or the death, resignation, disqualification or removal of a
         Director, shall be filled solely by the affirmative vote of a majority
         of the remaining Directors then in office, even if less than a quorum
         of the Board of Directors; provided that any Director appointed to fill
         the vacancy for an Independent Director shall also require the vote of
         a majority of the Independent Directors. Any Director appointed in
         accordance with the preceding sentence shall hold office for the
         remainder of the full term of the class of Directors in which the new
         directorship was created or the vacancy 





          occurred and until such Director's successor shall have been duly
          elected and qualified or until such Director's earlier resignation or
          removal. Subject to the rights, if any, of the holders of any series
          of Preferred Stock, when the number of Directors is increased or
          decreased, the Board of Directors shall determine the class or classes
          to which the increased or decreased number of Directors shall be
          apportioned; provided, however, that no decrease in the number of
          Directors shall shorten the term of any incumbent Director. In the
          event of a vacancy in the Board of Directors, the remaining Directors,
          except as otherwise provided by law, may exercise the powers of the
          full Board of Directors until such vacancy is filled.

                  Article VI, Section 6.6 Vacancies, as corrected shall read as
         follows:

                  6.6 Vacancies. Subject to the rights, if any, of the holders
         of any series of Stock to elect Directors and to fill vacancies in the
         Board of Directors relating thereto, any and all vacancies in the Board
         of Directors, however occurring, including, without limitation, by
         reason of an increase in size of the Board of Directors, or the death,
         resignation, disqualification or removal of a Director, may be filled
         by the affirmative vote of a majority of the remaining Directors then
         in office, even if less than a quorum of the Board of Directors;
         provided that any Director appointed to fill the vacancy for an
         Independent Director shall also require the vote of a majority of the
         Independent Directors. Subject to the rights, if any, of the holders of
         any series of Preferred Stock, when the number of Directors is
         increased or decreased, the Board of Directors shall determine the
         class or classes to which the increased or decreased number of
         Directors shall be apportioned; provided, however, that no decrease in
         the number of Directors shall shorten the term of any incumbent
         Director. In the event of a vacancy in the Board of Directors, the
         remaining Directors, except as otherwise provided by law, may exercise
         the powers of the full Board of Directors until such vacancy is filled.


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         IN WITNESS WHEREOF, I have signed this Certificate of Correction and
acknowledge the same to be my act on this 17 day of March, 1998.


                                   /s/ Nancy H. Duff
                                   -------------------------
                                   Nancy H. Duff
                                   Incorporator


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