AMENDMENT TO
                                AMENDED AND RESTATED
                             CERTIFICATE AND AGREEMENT
                               OF LIMITED PARTNERSHIP
                          OF CONAM REALTY INVESTORS 81 LP


     This Amendment to Amended and Restated Certificate and Agreement of Limited
Partnership of ConAm Realty Investors 81 LP, a California limited partnership
formerly known as Hutton/ConAm Realty Investors 81 (the "PARTNERSHIP"), is
entered into as of January 18, 1999, and amends the Amended and Restated
Certificate and Agreement of Limited Partnership of the Partnership (as amended
to date, the "AGREEMENT"), as follows:

     1.   Section 12.d.(xi) of the Agreement is hereby amended as follows:

          (xi)  Except as provided in Subsection 12f.(vi), permit the
     Partnership to purchase or lease property in which a General Partner or any
     Affiliate has an interest or sell any Property to a General Partner or any
     Affiliate, unless such transaction is specifically approved by Limited
     Partners owning a majority of the Units outstanding at that time.

     2.   Except as expressly amended hereby, all other provisions of the
          Agreement shall remain unchanged and shall continue in full force and
          effect.

     3.   The effective date of this Amendment is January 18, 1999.

                         GENERAL PARTNER:
                         
                         ConAm Property Services, Ltd.
                         
                         By:  Continental American Development, Inc.,
                              its general partner
                         
                              By:  /s/ Scott Dupree    
                                  -------------------------
                                   E. Scott Dupree,
                                   Vice President
                         
                         LIMITED PARTNERS:
                         
                         The Limited Partners of the Partnership whose names are
                         recorded in the records of the Partnership by ConAm
                         Property Services, Ltd., their attorney-in-fact
                         
                         By:  Continental American Development, Inc.
                         
                              By:  /s/ Scott Dupree    
                                  -------------------------
                                   E. Scott Dupree,
                                   Vice President