EXHIBIT 4.1
                                       
                                  AMENDMENT TO
                              AMENDED AND RESTATED
                           CERTIFICATE AND AGREEMENT
                             OF LIMITED PARTNERSHIP
                         OF CONAM REALTY INVESTORS 4 LP


     This Amendment to Amended and Restated Certificate and Agreement of 
Limited Partnership of ConAm Realty Investors 4 LP, a California limited 
partnership formerly known as Hutton/ConAm Realty Investors 4 (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 or lease 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 IV, 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 IV, Ltd., their 
                         attorney-in-fact
                         
                         By:  Continental American Development, Inc.
                         
                              By:  /s/ Scott Dupree    
                                   --------------------
                                   E. Scott Dupree,
                                   Vice President