Exhibit 3.2

                        AMENDMENT TO DECLARATION OF TRUST


To the Secretary of State of
Commonwealth of Massachusetts

      It is herby stated that:

      1. This document constitutes an Amendment to the Second Amended and
Restated Declaration of Trust (hereinafter called the "Declaration") of AMERICAN
MORTGAGE ACCEPTANCE COMPANY (hereinafter called the "business trust").

      2. The Declaration amended by this document was filed with the Secretary
of State of the Commonwealth of Massachusetts on April 6, 1999.

      3. The amendment to the Declaration effected by this document is as
follows:

      Deleting the first sentence of Article IV, Section 4.8 in its entirety and
   restating said sentence in its entirety as follows:

           "COMPENSATION. Independent Trustees may receive fixed sums, Common
Shares in the Trust or other compensation per year and/or per meeting and/or for
any service or activity they perform or engage in as Trustees, as determined by
resolution of the Board of Trustees. Additionally, Independent Trustees shall be
reimbursed for travel expenses and other out-of-pocket disbursements incurred in
connection with attending any meetings. Non-Independent Trustees shall not
receive any compensation from the Trust. Nothing herein shall be construed to
preclude any non-Independent Trustee from serving the Trust in any other
capacity as an officer, agent or otherwise, and receiving compensation therefor.
Independent Trustees shall not perform any services for the Trust except as
Trustees."

      4. The amendment herein provided for was authorized in accordance with
law.





           IN WITNESS WHEREOF, the undersigned has executed this amendment this
20th day of August, 2004.



                            By: /s/ Alan P. Hirmes
                                ------------------
                            Name:   Alan P. Hirmes
                            Title:  Managing Trustee and Chief Financial Officer